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Tab_34THIS AMENDATORY LOAN AGREEMENT, dated the 18th day of October 2016, between the Alaska Municipal Bond Bank (the "Bank"), a body corporate and politic constituted as an instrumentality of the State of Alaska (the "State") exercising public and essential governmental functions, created pursuant to the provisions of Chapter 85, Title 44, Alaska Statutes, as amended (the "Act"), having its principal place of business at Juneau, Alaska, and the City and Borough of Sitka, Alaska, a duly constituted unified city-borough of the State (the "Borough"): WITNES SETH: WHEREAS, pursuant to the Act, the Bank is authorized to issue bonds and loan money (the "Loans") to governmental units; and WHEREAS, the Borough is a "Governmental Unit" as defined in the General Bond Resolution of the Bank hereinafter mentioned and was authorized to accept a Loan from the Bank, evidenced by its municipal bond; and WHEREAS, to provide for the issuance of bonds of the Bank to obtain from time to time money with which to make, and/or to refinance, municipal Loans, the Board of Directors of the Bank (the "Board") adopted its General Obligation Bond Resolution on July 13, 2005 (as amended, the "General Bond Resolution"); and WHEREAS, the Board approved certain modifications to the General Bond Resolution, effective on the date when all bonds issued under the terms of the General Bond Resolution, prior to February 19, 2013, cease to be outstanding; and WHEREAS, the Bank made a Loan to the Borough from proceeds of the Bank's General Obligation Bonds, 1999 Series A (the "1999 Series A Bonds") in the amount of $11,000,000, evidenced by a Loan Agreement, dated April 1, 1999 (the "1999 Loan Agreement"), between the Bank and the Borough; and WHEREAS, as security for repayment of the Loan and as provided in the 1999 Loan Agreement, the Borough issued its City and Borough of Sitka General Obligation Bond, 1999, dated April 28, 1999 (the "1999 Municipal Bond"), of which the Bank was the registered owner; and WHEREAS, after the issuance of the 1999 Series A Bonds, the Bank used a portion of the proceeds of the Bank's General Obligation Bonds, 2007 Series One (the "2007 Series One Bonds") to refund a portion of the 1999 Series A Bonds and a corresponding portion of the principal installments of the 1999 Municipal Bond; and WHEREAS, in connection with the issuance of the 2007 Series One Bonds and the refunding of a portion of the 1999 Municipal Bond, the Bank and the Borough entered into an Amendatory Loan Agreement, dated January 1, 2007 (the "2007 Amendatory Loan Agreement"), between the Bank and the Borough; and WHEREAS, as provided in the 2007 Amendatory Loan Agreement, the Borough delivered to the Bank the Borough's City and Borough of Sitka General Obligation Refunding Bond, 2007, dated January 31, 2007 (the "2007 Municipal Bond"), in exchange for the refunded 1999 Municipal Bond; and WHEREAS, the Bank has determined that refunding a portion of the outstanding 2007 Series One Bonds will result in a debt service savings thereon and on the 2007 Municipal Bond; and WHEREAS, on September 6, 2016, the Board adopted Series Resolution No. 20 16-05 (the "Series Resolution" and, together with the General Bond Resolution, the "Bond Resolution") authorizing the issuance of its General Obligation and Refunding Bonds, 2016 Series Three (the "Refunding Bonds") in part to refund a portion of the 2007 Series One Bonds; and WHEREAS, to effect the proposed refunding and resulting debt service savings on the 2007 Series One Bonds and the 2007 Municipal Bond, and to conform the terms of the 1999 Loan Agreement, as amended by the 2007 Amendatory Loan Agreement (the "Amended Loan Agreement"), to the current practices of the Bank, it is necessary to amend the terms of the Amended Loan Agreement and to provide for the issuance by the Borough to the Bank of the Borough's General Obligation Refunding Bond, 2016 (the "2016 Municipal Bond" and together with the 2007 Municipal Bond, the "Municipal Bond") and for the refunding of the Borough's 2007 Municipal Bond as provided herein. NOW, THEREFORE, the parties agree as follows: 1. The Bank will refund a portion of the outstanding 2007 Series One Bonds as provided in the Series Resolution. The amount of the principal installments of the Borough's 2007 Municipal Bond corresponding to the refunded maturities of the 2007 Series One Bonds, and the interest payable thereon, shall be adjusted pro rata in accordance with the debt service payable on the Refunding Bonds as set forth in the 2016 Municipal Bond delivered to the Bank in exchange for the 2007 Municipal Bond. The 2016 Municipal Bond delivered in exchange for the original 2007 Municipal Bond shall mature in the principal amounts and bear interest at the rates per annum as stated on Exhibit A appended hereto. 2. Section 2 of the Amended Loan Agreement is amended by replacing the current language with the following: The Borough represents that it has duly adopted all necessary ordinances or resolutions, including Ordinance No. 96-135 1, adopted February 27, 1996, Ordinance No. 99-1525, adopted on March 9, 1999, and Resolution 99-73 1, adopted on April 13, 1999 (together, the "Borough's 1996 Ordinance") and that the Borough's 1996 Ordinance is in full force and effect, and that it has taken all proceedings required by law to enable it to enter into the 1999 Loan Agreement and to issue its 1999 Municipal Bond to the Bank and that the 1999 Municipal Bond constituted a direct and general obligation of the Borough, secured by the Borough's pledge of its full faith and credit, all duly authorized by the Borough's 1996 Ordinance. Page 2 The Borough represents that it has duly adopted all necessary ordinances or resolutions, including Resolution No. 2006-31, adopted on November 28, 2006 (the "Borough's 2006 Resolution") and that the Borough's 2006 Resolution is in full force and effect, and that it has taken all proceedings required by law to enable it to enter into the 2007 Loan Agreement and to issue its 2007 Municipal Bond to the Bank and that the 2007 Municipal Bond constitutes a direct and general obligation of the Borough, secured by the Borough's pledge of its full faith and credit, all duly authorized by the Borough's 2006 Resolution. The Borough represents that it has duly adopted or will adopt all necessary ordinances or resolutions, including Resolution No. 2016-15, adopted on September 13, 2016 (the "Borough Refunding Resolution" and together with the Borough's 1996 Ordinance and the Borough's 2006 Resolution, the "Borough's Ordinance"), and that it has taken or will take all proceedings required by law to enable it to enter into this Amendatory Loan Agreement and to issue its 2016 Municipal Bond to the Bank and that the 2016 Municipal Bond will constitute a direct and general obligation of the Borough, secured by the Borough's pledge of its full faith and credit, all duly authorized by the Borough Refunding Resolution. 3. The 2016 Municipal Bond shall be subject to optional prepayment prior to maturity on and after the same date, and on the same terms as the Refunding Bonds may be subject to optional redemption, as set forth in Exhibit A. 4. Section 15 of the Amended Loan Agreement is amended by replacing the current language with the following: The Borough agrees that if its bonds constitute ten percent (10%) or more of the outstanding principal of municipal bonds held by the Bank under its General Bond Resolution it shall provide the Bank for inclusion in future official statements, upon request, financial information generally of the type included in Appendix D of the Bank's Official Statement, dated October 18, 2016, under the heading "Summaries of Borrowers Representing 10% or More of Outstanding Principal of Bonds Issued Under the 2005 Bond Resolution" attached hereto as Exhibit B. The Borough further agrees that if its bonds constitute ten percent (10%) or more of the outstanding principal of municipal bonds held by the Bank under its General Bond Resolution, it shall execute a continuing disclosure agreement prepared by the Bank for purpose of Securities and Exchange Commission Rule 15c2-12, adopted under the Securities and Exchange Act of 1934. 5. A new Section 21 is added to the Amended Loan Agreement, as follows: The Borough agrees that it shall file, on an annual basis, its audited financial statement with the Municipal Securities Rulemaking Board not later than two hundred ten (210) days after the end of each fiscal year of the Borough for so long as the 2016 Municipal Bond remains outstanding. The Borough agrees that filings under this Section 21 shall be made in connection with CUSIP Nos. 01179P, 011798 and 01179R. Additional or alternate CUSIP number(s) may be added from time to time by written notice from the Bank to the Borough. The Borough agrees that if it shall receive from the Bank CUSIP number(s) in addition to those set forth in this Page 3 Section then it shall make its filings using both CUSIIP numbers herein stated and any additional CUSIP number(s). 6. A new Section 22 is added to the Amended Loan Agreement, as follows: The Borough hereby agrees to keep and retain, until the date six years after the retirement of the 2016 Municipal Bond, or any bond issued to refund the 2016 Municipal Bond, or such longer period as may be required by the Borough's record retention policies and procedures, records with respect to the investment, expenditure and use of the proceeds derived from the sale of its 2016 Municipal Bond, including without limitation, records, schedules, bills, invoices, check registers, cancelled checks and supporting documentation evidencing use of proceeds, and investments and/or reinvestments of proceeds. The Borough agrees that all records required by the preceding sentence shall be made available to the Bank upon request. 7. A new Section 23 is added to the Amended Loan Agreement, as follows: (a) The Borough hereby certifies that all 1999 Municipal Bond and 2007 Municipal Bond proceeds, except for those proceeds that are accounted for as transferred proceeds in the arbitrage certificate for its 2016 Municipal Bond, have been expended prior to the date hereof. (b) The Borough hereby certifies to date that all required rebate calculations relating to the 1999 Municipal Bond and the 2007 Municipal Bond have been timely performed and the Borough has remitted any necessary amount(s) to the Internal Revenue Service. (c) The Borough hereby certifies that (i) the 1999 Municipal Bond was issued exclusively for new money purposes; and (ii) the 2007 Municipal Bond has not previously been used to directly or indirectly advance refund a prior issue of any municipal bonds of the Borough. A new Section 24 is added to the Amended Loan Agreement, as follows: The Borough agrees that it will provide the Bank with written notice of any default in covenants under the Borough's Ordinance within thirty (30) days from the date thereof. The Borough represents that the Borough's Ordinance is in full force and effect and has not been amended, supplemented or otherwise modified, other than by the Borough Refunding Resolution and as previously certified by the Borough to the Bank. 9. A new Section 25 is added to the Amended Loan Agreement, as follows: As heretofore amended and as amended hereby, the 1999 Loan Agreement will remain in full force and effect so long as the 2016 Municipal Bond remains outstanding. Page 4 ALA IN WITNESS WHEREOF, the parties hereto have executed this Amendatory Loan Agreement as of the date first set forth above. CITY AND BOROUGH OF SITKA, ALASKA By: ohn P. Sweeney III Its: Chief Finance and Administrative Officer Page 5 City and Borough of Sitka, Alaska General Obligation Refunding Bond, 2016, issued on November 3, 2016 (the "2016 Municipal Bond") Principal Sum of $2,385,000 Principal Payment Date Principal Interest (December 1) Amount Rate 2016 $755,000 5.000% 2016 30,000 2.000 2017 790,000 2.000 2018 810,000 4.000 Principal installments shall be payable on December 1 in each of the years, and in the amounts set forth above. Interest on the 2016 Municipal Bond shall be payable on December 1, 2016, and thereafter on June 1 and December 1 of each year. Prepayment Provisions: The 2016 Municipal Bond principal installments are not subject to prepayment prior to maturity. Page A1 I :i :.. Page B-i CITY AND BOROUGH OF SITKA GENERAL OBLIGATION FINANCIAL SUMMARY Municipal Financial Position 2011 2012 2013 2014 2015 Average L'roperty Tax Collections Borrowers Property Tax Rate per $1,000 $6.00 $6.00 $6.00 $6.00 $6.00 $6.00 Municipal Levy $5,799,400 $5,904,617 $5,957,735 $5,901,736 $6,032,826 7719,263 Current Year's Collections $5,753,039 $5,874,918 $5,893,452 $5,042,723 $6,006,776 $5,874,181 Current Collection Rate 99.20% 99.50% 98.92% 99.00% 99.57% 99.24% Total Year's Collections $5,807,869 $5,909,321 $5,893,452 $5,842,721 $6,006,776 $5,892,028 Total Collection Rate 100.15% 100.08% 98.92% 99.00% 99.57% 99.54% General Fund Unreserved Ending Fund Balance $ 11,505,475 5 13,584,573 $ 14,265,394 $ 15,595,551 3 14,720,6Th $ 14,115,793 Expenditures $ 23,260,649 $ 24,075,729 $ 23,691,912 $ 23,628,379 $ 30,621,436 $ 25,055,621 Fund Balance/Expenditures 49% 56% 60% 68% 48% 56.38% Total Revenues $ 24,709,916 $ 26,584,728 $ 25,953,885 $ 26,507,173 $ 29,227,140 $ 26,596,568 Intergovernmental Revenues $ 2,380,298 $ 2,659,323 $ 2,693,860 $ 2,771,990 $ 2,807,749 $ 2,662,644 Percentage Intergovernmental 10% 10% 10% 10% 10% 10.02% Overall Municipal Debt Position $ 65,537,401 $ 64,593,411 $ 13b,145,522 $ 105,949,303 5 123,213,5Th Revenue Debt- Enterprise Funds Revenue Debt - Governmental Funds $ 165,750 $ 156,000 $ 146,250 189,4 General Obligation Debt - Governmental Funds $ 36,300,000 $ 32,290,000 $ 31,020,0011 28,635,000 $ 25,990,000 General Obligation Debt - Enterprise Funds $ - - - T-- Total General Obligation Debt $ 36,300,000 $ 32,290,000 $ 31,020,000 $ 28,635,000 $ 25,990,000 Total Revenue and General Obligation Debt $ 105,273,151 $ 101,039,411 $ 137,312,072 $ 137,777,641 $ 149,394,409 Uavernmenlal 5,0 Debt/ iaxabie Assessed Value 3.693 3.26 -Al 3.10% 2.91% 2.57 Total Revenue and GO Debt/A.V. 10.69% 10.20 -Al 13.72% 14.01% 14.8c General Obligation Dell Per LaptIa 54,135 $3,607 $3,415 $3,152 $2,855 Total Revenue and GO Debt Per Capita $12,000 $11,287 $15,116 $15,167 $16,488 General Economic and Demographic Data 2011 2012 2013 2014 2015 Annual Growth Population 1 8,773 Taxable Assessed Value $ 985,073,129 Assessed Value Per Capita $ 112,285 Top l0 Tax Pavers as a% of Assessed Value -- 8,952 9,084 1 9,084 9,061 -025% $ 990,930,230 $ 1,001,066,784 $ 983,623,000 $ 1,005,471,000 2221, $ 110,694 $ 110,201 1 $ 108,281 $ 110,967 7.57% 7.57% 7.57% - - 7.57% The Borough has net completed its fiscal year 2015 audit as of the data of the preparation of this table. - D-1 City and Borough of Sitka Electric Enterprise Fund Financial Summary 2011 2012 2013 2014 2015 Assets Cash 24,320,421 31,450,650 28,803,187 13,505,669 4,447,481 Restricted Assets 6,871,164 3,595,875 21,197,459 18,121,955 21,733,477 Other Assets 5,010,167 7,266,275 13,897,615 11,777,153 7,988,506 Construction in Progress 11,646,987 18,086,724 58,930,539 137,885,040 12,535,308 Utility Plant in Service 63,103,150 61,775,003 59,900,343 59,508,277 217,550,674 Total Assets 110,951,889 122,174,527 182,729,143 240,798,094 264,255,446 Liabilities and Net Assets Liabilities Other Liabilities 1,722,772 2,477,182 6,355,564 13,017,817 3,355,323 Revenue Bonds Payable 48,700,000 47,570,000 79,485,000 105,100,000 119,510,000 Deferred loss/premium on bonds 1,471,509 (1,711,547) 5,943,338 6,742,293 6,347,870 Revenue Note(s) Payable 8,800,188 8,535,498 7,973,608 7,973,608 10,050,744 Total Liabilities 60,694,469 56,871,133 99,757,510 132,833,718 139,263,936 Net Assets 50,257,420 65,303,394 82,971,633 107,964,376 124,991,510 I Operating Revenues 11,401,523 11,611,319 12,077,554 14,240,772 17,118,321 Operating Expenses Administrative and General 1,739,698 2,003,768 1,975,492 2,860,066 2,406,734 Operation and Maintenance 5,257,342 5,914,895 5,152,028 4,964,074 7,443,239 Depreciation 1,987,558 1,971,739 1,986,195 1,841,712 1,814,707 Operating Income 2,416,925 1,720,917 2,963,839 4,574,920 5,453,641 Nonoperating revenue (expense) Investment Income 490,986 459,107 314,600 196,399 313,069 Interest Expense (1,725,198) (2,848,639) (1,678,238) (426,419) (316,203) Other - 625,748 572,946 812,866 463,877 Net Income before contributions and transfers 1,182,713 (42,867) 2,173,147 5,157,766 5,914,384 Capital contributions 4,039,237 5,266,050 17,169,455 19,455,106 9,986,217 Extraordinary Item: Net Pension Obligation Relief 119,824 139,806 325,771 379,871 1,126,533 Transfer In (Out) net - - (998,128) - - Change In Net Assets 5,341,774 5,362,989 18,670,245 24,992,743 17,027,134 Population of City and Borough 8,773 8,952 9,084 9,098 9,061 4 of electric customers 5,282 5,309 5,403 5,490 5,683 KwH Sold 111,795,344 111,048,623 111,155,330 111,155,330 105,293,250 Revenue Bond Debt Service 3,477,959 3,467,567 4,529,240 5,045,158 7,158,839 Revenue Bond Coverage (> 1.25) 1.41 1.43 1.27 1.34 1.27 Note: $2,500,000 transferred into Rate Stabilization Fund in FY2015 $2,006,696 transferred out of Rate Stabilization Fund in FY2015 Total of rate Stabilization Fund as of June 30, 2015 -$3,001,304 The Borough has not completed its fiscal year 2015 audit as of the date of the preparation of this table. D-2 CITY AND BOROUGH OF SITE HARBOR ENTERPRISE FUND FINANCIAL SUMMARY 2011 2012 2013 2014 2015 ETS Plant In-Service (net of depreciation) 14,789,299 14,122591 13,550,231 13,153,475 20,560,565 Land 90,000 90,000 90,000 90,000 90,000 Construction Work in Progress 20,229 57,838 665,476 7,824,365 939,917 Cash 3,733,467 4,735,101 6,599,187 6,616,954 7,595,507 Restricted Assets - - 3,615,663 589,166 317,566 Other Assets 1,342,572 1,339,389 1,216,385 1,524,898 1,036,361 I Assets 19,975,567 20,344,919 25,736,942 29,798,858 30,539,916 IILITIES AND NET ASSETS Revenue Bonds Payable Other Liabilities Liabilities NET ASSETS Operating Revenues Operation and Maintenance Administrative and General Depreciation Operating Income (Loss) Non-Operating Revenue (Expense) Net Income (Loss) Before Contribution Capital Contributions Net Transfers-In (Out) Special item - NPO/OPEB write off Change in Net Assets nofCity Bond Coverage Borough has not completed its fiscal 0 0 4,569,486 3,840,000 3,705,000 1,405,227 1,156,003 1,144,138 1,689,033 1,592,094 1,405,227 1,156,003 5,713,624 5,529,033 5,297,094 18,570,340 19,188,916 20,023,318 24,269,825 25,242,822 2,854,858 3,154,885 3,096,419 3,164,252 3,365,977 2,492,110 2,434,329 1,708,210 2,454,599 2,1 94,755 899,956 986,619 668,511 666,074 669,102 (537,208) (266,063) 719,698 43,579 502,120 46,509 155,306 156,844 776,434 375,830 (490,699) (110,757) 876,542 820,013 877,949 1,690,873 2,549,949 0 3,458,599 122,108 3,804,600 675,000 (42,141) (32,105) (27,060) 5,004,774 3,114,192 834,401 4,246,507 972,997 8,773 8,952 9,084 9,098 9,061 I No Harbor No Harbor No payments of Bonds Bonds P&l 5.16 5.31 2015 audit as of the date of the preparation of this table. D-3 CITY AND BOROUGH OF JUNEAU FINANCIAL SUMMARY General Governmental Fund Municipal Financial Position 2011 2012 2013 2014 2015 Average Property Tax Collections _____________ _____________ Borrowers Property Tax Rate per $1,000 $10.51 $10.55 $10.55 $10.66 $10.76 $10.61 Municipal Levy $40,739,944 $41,751,673 $44,252,019 $45,108,992 $45,852,292 $43,540,984 Current Year's Collections $40,329,083 $41,431,682 $43,987,108 $44,818,184 $45,548,172 $43,222,846 Current Collection Rate 98.99% 99.23% 99.40% 99.36% 99.34% 99.26% Total Year's Collections $40,728,566 $41,721,795 $44,200,111 $45,017,746 $45,548,172 $43,443,278 Total Collection Rate 99.97% 99.93% 99.88% 99.80% 99.34% 99.78% General Fund ___________ __________ Unassigned Plus Emergency Opera ting Res (GASB#54) S 1,72385 $ 3,484,181 $ 7,494,734 6 17 2272,1 s,283,6b7 107333,232 Expenditures $ 50,540,314 $ 51,283,781 $ 84,553,473 $ 86,380,150 $ 94,808,876 $ 73,513,319 Fund Balance/ Expenditures 3.42% 6.79% 8.867 20.01% 21.38% 12.09% Total Revenues $ 66,008,466 $ 50,036,584 —F —7-8,778—,M7 $ 97,936,255 -T-9-8,01T 608 7-9=57974— Intergovernmental Revenues $ 14,313,000 $ 15,464,700 $ 30,635,700 $ 41,429,692 $ 32,072,000 $ 26,783,018 Percentage Intergovernmental 22% 317. 35% 42% 33% 32.42% Overall Municipal Debt Position $ 45,208,341 $ - 43,679,682 $ 41,906,067 $ 40,090,908 $ 38,436,443 Revenue Debt - Enterprise Funds Revenue Debt - Governmental Funds $ 3,599,575 $ 2,861,747 $ 2,091,457 $ 6,807,086 $ 26,972,320 General Obligation Debt - Governmental Funds $ 148,301,000 $ 133,446,000 $ 131,385,000 $ 122,068,000 $ 115,314,000 General Obligation Debt - Enterprise Funds - - - $ - - Total General Obligation Debt $ 148,301,000 $ 133,446,000 $ 131,385,000 $ 122,068,000 $ 115,314,000 Total Revenue and General Obligation Debt $ 197,108,916 $ 179,987,429 $ 1757382,524 $ 168,965,994 $ 180,722,763 Govrrn,en1,l (77) t) ht/liil4e ,'\r,,d \.-',hn' 32'.7 7 .7777 3 7).) 33777) lolal Revenue and GO Uebt/A.V. 4,9473 4,423, 4.18,, 3.663o 4.033 General Obligation Debt Per Capita $4,742 $4,113 $4,023 $3,696 $3,492 Total Revenue and CO Debt Per Capita $6,302 $5,548 $5,370 $5,116 $5,472 General Economic and Demographic Data 2011 2012 2013 2014 2015 Annual Population 31,275 Taxable Assessed Value $ 3,989,344,944 Assessed Value Per Capita $ 127,557 Top 10 Tax Payers as a % of Assessed Value 13,78% 32,441 32,660 33,030 33,026 -U.U17 $ 4,071,713,732 $ 4,275,067,217 $ 4,379,714,933 $ 4,484,327,332 2.39% $ 125,511 $ 130,896 $ 132,598 $ 135,782 13.73% 13.82% 13,61% 13.61% I,I nlMr' *mLIt 2011 2012 2013 2014 2015 ASSETS Plant In-Service (net of depreciation) $13,827,335 $12,844,129 $11,875,368 $14,325,870 $17,517,553 Construction Work in Progress 29,889,294 33,499,769 42,397,974 40,419,697 50,214,768 Cash 4,728,522 4,660,755 3,466,374 4,030,992 3,975,676 Restricted Assets 10,702,703 11,196,479 10,946,328 10,554,514 9,581,172 Other Assets 764,741 847,869 543,407 679,907 1,718,645 Total Assets 59,912,595 63,049,001 69,229,451 70,011,080 83,007,814 LIABILITIES AND NET ASSETS Revenue Bonds Payable 9,700,000 9,691,595 9,380,434 9,033,637 9,758,734 Other Liabilities 2,110,290 2,140,909 1,401,365 2,050,500 3,105,738 Total Liabilities 11,810,290 11,832,504 10,781,799 11,084,137 12,864,472 NET ASSETS 48,102,305 51,216,497 58,447,652 58,926,943 70,143,342 Operating Revenues 2,854,858 3,154,885 3,173,272 3,508,430 4,202,862 Operation and Maintenance 2,492,110 2,434,329 2,498,178 2,814,717 3,347,050 Administrative and General - - - - - Depreciation 899,956 986,619 968,761 1,003,707 1,150,701 Operating Income (Loss) (537,208) (266,063) (293,667) (309,994) (294,889) Non-Operating Revenue (Expense) 46,509 155,306 (214,686) 128,433 501,698 Net Income (Loss) Before Contribution (490,699) (110,757) (508,353) (181,561) 206,809 Capital Contributions 1,690,873 2,549,949 7,392,466 660,852 5,788,674 Net Transfers-In (Out) 3,804,600 675,000 500,000 0 6,224,425 Special item - NPO/OPEB write off ____________ Change in Net Assets 5,004,774 3,114,192 7,384,113 479,291 12,219,908 i of City 31,275 32,441 32,660 33,064 33,064 Bond Coverage 1.19 1.79 1.21 1.67 2.60 D-5 t I -.Tell • • SUMM ARY 2011 2012 2013 2014 2015 ASSETS Plant In-Service (net of depreciation) Construction Work in Progress Cash Restricted Assets Other Assets Total Assets LIABILITIES AND NET ASSETS Revenue Bonds Payable Other Liabilities Total Liabilities NET ASSETS Operating Revenues Operation and Maintenance Administrative and General Depreciation Operating Income (Loss) Non-Operating Revenue (Expense) Net Income (Loss) Before Contribution Capital Contributions Net Transfers-In (Out) Change in Net Assets lation of 4,428,233 (208,085) (252,013) 71,012 2,709,760 314,814 269,712 484,639 294,257 408,137 4,743,047 61,627 232,626 365,269 3,117,897 - - 151,020 349,585 642,980 - - 151,020 349,585 642,980 4,743,047 61,627 81,606 15,684 2,474,917 2,557,851 2,634,080 2,825,479 2,864,578 2,868,633 2,800 5,500 5,500 5,500 5,500 2,628,580 2,819,979 2,555,051 2,859,078 2,863,133 2,555,051 2,628,580 2,819,979 2,859,078 2,863,133 (1,500,000) (7,31 0,000j (2,800,000) (2,925,000) (403,900) 1,055,051 (4,681,420) 19,979 (65,922) 2,459,233 31,275 32,441 32,660 33,064 33,064 'S City and Borough of Juneau Conduit Debt WILDFLOWER COURT (A not for profit organziation) FINANCIAL SUMMARY 2011 2012 2013 2014 2815 Audited Audited Audited Audited Audited ASSETS PlantIn-Service 4,909,305 4,620,999 4,734,678 3,771,100 3,082,979 Cash 1,582,128 1,752,043 1,437,085 1,970,693 1,958,157 Restricted Assets 1,707,402 2,170,928 1,489,365 1,450,054 1,437,448 Other Assets 1,399,517 1,444,749 1,786,787 1,267,699 1,389,726 Total Assets 9,598,352 9,988,719 9,447,915 8,459,546 7,866,310 LIABILITIES AND NET ASSETS • Bond Debt 13,050,000 11,705,000 11,596,229 10,204,712 8,688,824 Other Liabilities 904,428 2,052,663 1,132,323 996,579 1,012,833 Total Liabilities 13,954,428 13,757,663 12,728,552 11,201,291 9,701,657 NET ASSETS (DEFICIT) (4,356,076) (3,768,944) 3,280,637 (2,741,745) (1,835,347) Operating Revenues 10,859,195 10,841,324 11,057,791 11,447,862 11,445,168 Operating Expenses 9,894,353 9,594,317 9,666,530 9,961,681 9,745,914 Depreciation 832,579 780,765 935,669 1,008,253 841,433 Operating Income (Loss) 132,263 466,243 455,592 477,928 857,821 Non-Operating Revenue (Expense) 61,553 120,890 32,713 60,964 48,577 Change in Net Assets 193,816 587,132 488,305 538,892 908,398 Revenue Bond Coverage 1.33 132 1.12 1.10 1.18 In 2013 and 2014, Wildflower Court fell short of the required debt service coverage ratio of 1.15 times. Pursuant to the loan agreement between the City and Borough of Juneau and Wildflower Court, Wildflower Court worked with the City and Borough to identify measures to return the facility to compliance with the required debt service coverage ratio in 2015. D-7 FINANCIAL SUMMARY 2011 2012 2013 2014 2015 ASSETS Plant In-Service (net of depreciation) $72,772,410 $74,566,327 $74,002,798 $69,208,456 $63,710,212 Construction Work in Progress 6,866,781 6,202,224 2,826,314 228,425 3,647,565 Cash 14,990,308 17,386,169 26,113,833 38,596,921 44,834,531 Restricted Assets 10,160,114 6,549,498 5,490,768 5,327,673 5,327,519 Other Assets 23,011,263 23,462,113 25,230,206 20,528,164 23,810,042 Total Assets 127,800,876 128,166,331 133,663,919 133,889,639 141,329,869 LIABILITIES AND NET ASSETS Revenue Bonds Payable 25,570,000 24,926,795 25,304,679 24,346,618 24,346,618 Other Liabilities 11,391,053 8,999,867 8,829,067 11,033,875 46,306,102 Total Liabilities 36,961,053 33,926,662 34,133,746 35,380,493 70,652,720 NET ASSETS 90,839,823 94,239,669 99,530,173 98,509,146 70,677,149 Operating Revenues 90,680,836 95,026,373 84,250,207 80,198,274 90,281,184 Operation and Maintenance 83,883,389 89,411,913 76,967,444 78,820,476 92,676,249 Administrative and General - - - - - Depreciation 6,552,177 7,145,290 7,001,295 7,086,559 6,815,728 Operating Income (Loss) 245,270 (1,530,830) 281,468 (5,708,761) (9,210,793) Non-Operating Revenue (Expense) 1,579,634 3,306,366 4,119,820 3,610,234 14,405,416 Net Income (Loss) Before Contribution 1,824,904 1,775,536 4,401,288 (2,098,527) 5,194,623 Capital Contributions 89,002 471,910 134,658 0 0 Net Transfers-In (Out) 1,152,600 1,152,400 1,123,000 1,077,500 1,054,500 Special item - NPOIOPEB write off Change in Net Assets 3,066,506 3,399,846 5,658,946 (1,021,027) 6,249,123 Population of City 31,275 32,441 32,660 33,064 33,064 Revenue Bond Coverage 3.63 3.00 7.34 2.50 8.97 95ai P95105010 Borough - GSnUsI Fund General Obligation Financial Summary flaim i.1 I 2011 2012 i__. ..1.......... 2019 P.apyTCoIkd0ei BomweesPr~.,peAvTaxRate 04.50 &L50 $350 5550 5350 51,50 11u11d4 L4,1V $29,058,274 50,419,J 530,825,497 531,750,292 531453,014 543 Cthnt?'s Collectiom 529,630410 529,946104 50352436 831,232596 531,142.025 W0286,934 CmttCcUii Rate 9933% 98.43% 413.57% 9948% 93.29% 9050% 520,4)47448 5341,401 054) 530,798.608 831465476 531332,590 5341409,725 To€dC65nd4on rate 99.95% 9945% 41932% 9924% 95.89% 98.691, 'hn1 Prn3 To61EndngF05d0sLuse S 21,U14514 S 14406153 $ 20,915 $ 24.SL372 S 20,030 Lm,., dEdm04,,d8.,1s,,s 5 21454,0S S 2120S $ 16.296,140 $ 13596,686 $ 16,144 o76 731633450 5 73347,04$] 5 72,452,435 $ 23,376,3411 $ 7427,557 53593,570 30% $ 70,799,893 $ 71,105,637 22% 22% 31% $ 74.233,493 8 74,945,074 5 78,763,253 25% 573,974.670 lven$10#vue 5 0,512.331 5 9,749,454 0 10.392,037 $ 0,405435 $ 133424,024 518.350.074 17% -- 14% OsU MuSkOpsl Debt Position RetD,69- Tolsi R-6 T76t 5 S $ S S Ct I ObligAtion, Debt'Gnu, 15d5suo&1Foo5onk5 5 3319105941 S 3020,000 5 2034203400 8 45,05534410 5 41,920,0041 S - 5 5 -S 5 TolslG,os,olObIIooDebt 8 33310000 8 30,200,0041 S 263420,000 5 45,053,000 11 41520,0%) To01R.,15,o,sJCj,,tonDebt S 33,9103400 5 30.23010041 5 25520590 5 4510003400 5 41,02414'S Covo,3C3J Do 4Val-e oo,-4 0.531, 0401 Di _____ 0.40% 000 0,00'.. To0,11vn,,o and c0 ID,bt4A.V.(rnr,'4 8534 54,,1 40104 ,4,034 0.00% S $36 1023 - 519 Tots18.n'GQt95rCanta 5612 $336 50%) 5792 0732 orI &on,rntk ossi Demog,dphlc Ds1 1 2011 2012 2013 2014 2015 Aoo.0Gowth Rate Population 33,400 56,3419 56,736 55,062 57,14', 0501, As~4 Vslo,, 5 6,393,5353)00 5 6,633,241,000 5 6,716,010,4106 $ 5900.195,000 S 6,932,443,954' .0.4)'. As—dVahieVee Capita 5 115,407 5 117,575 $ 211,353 $ 132405 S 121,509 1922', 14i5'. 1059% 1730% 17.054 45) -1613, v14 ,th2013 nnvn1 F,md 51,,uo is 20ot')oto Rwmau,tit. t,nth 454005544051,00,455,041,837510 h4,)7s5'5sthfo, 4501)5005, du01nd9u thn,u,000st', 0540,01 Central Peninsula General Hospital FINANCIAL SUMMARY 2011 2012 2013 2014 2015 ASSETS Capital Assets (net of depreciation) $67,842,931 $64,853,893 $69,429,959 $71,387,990 $93151047 Cash 21700302 27,803,487 35197,813 35,508,443 37638,411 Cash held for Plant Replacement 10,097,241 11,421,461 11,322,729 16,447,887 18,838950 Restricted Assets 3,584,121 633,493 500,000 4693,402 5069,037 Unspent bond proceeds 31,275,450 18,468,485 Other Assets 19,105,718 29,383,574 29,863,006 32,652905 38,942,891 Total Assets 122,330,313 134,095.908 146.313.507 191.966.077 212.108,821 LIABILITIES AND NETASSETS Revenue Bonds Payable - - - 32,490.000 33,890,000 GO Bonds Payable 35,990,000 32,255,000 30,130,000 27,905,000 25,670,000 Other Liabilities 10,965,610 18,041,771 18,176,258 20,336,761 24,137,536 Total Liabilities 46,955,610 50,296,771 48,306,258 80,731,761 83,697,535 NET ASSETS 75,374,703 83,799,137 98,007,249 111,234.316 128,411,286 Operating Revenues 101.279,075 116,849.605 123,951.269 126,713,712 144,009,565 Operating Expenses 86.771.449 99,255,770 102,247,165 104,364.018 117,067,440 Depreciation 8,056,595 8.004.562 7,959.305 8,066.688 8,471,959 Operating Income (Loss) 67451,031 9,589,273 13,744,799 14,283.006 18,470,166 Non-Operating Revenue (Expense) (1,105,595) (808,253) (1,541,657) (1,070,583) (1,300,456) Net Income (Loss) Before Contribution 5,345,436 8,781,020 12,203,142 13,212,423 17,169,710 Capital Conthbutiorrs 212,945 52,843 2,004.970 14,644 7,260 Change in Net Position 5.558,381 8,833,663 14,208,112 13,227,067 17,176,970 D-10 LOAN AGREEMENT AGREEMENT, dated as of the 1st day of April, 1999, between the Alaska Municipal Bond Bank (the "Bank"), a body corporate and politic constituted as an instrumentality of the State of Alaska (the "State") exercising public and essential governmental functions, created pursuant to the provisions of Chapter 85, Title 44, Alaska Statutes, as amended (the "Act"), having its principal place of business at Juneau, Alaska, and the City and Borough of Sitka, Alaska, a duly constituted home rule municipality of the State (the "Municipality"): WIT N ES SETH: WHEREAS, pursuant to the Act, the Bank is authorized to make loans of money (the "Loan" or "Loans") to governmental units; and WHEREAS, the Municipality is a Governmental Unit as defined in the General Bond Resolution of the Bank hereinafter mentioned and pursuant to the Act is authorized to accept a Loan from the Bank to be evidenced by its municipal bonds purchased by the Bank; and WHEREAS, the Municipality is desirous of borrowing money from the Bank in the amount of $11,000,000 and has submitted an application to the Bank for a Loan in such amount, and the Municipality has duly authorized the issuance of its fully registered bond in the aggregate principal amount of $11,000,000 (the 'Municipal Bond"), which bond is to be purchased by the Bank as evidence of the Loan in accordance with this Agreement; and WHEREAS, the application of the Municipality contains the information required by the Bank; and WHEREAS, to provide for the issuance of bonds of the Bank in order to obtain from time to time monies with which to make Loans, the Bank has adopted the General Bond Resolution on May 27, 1976, as amended (the "General Bond Resolution"), authorizing the making of such Loan to the Municipality and the purchase of the Municipal Bond; NOW, THEREFORE, the parties agree: 1. The Bank hereby makes the Loan and the Municipality accepts the Loan in the amount of $11,000,000. As evidence of the Loan made to the Municipality and such money borrowed from the Bank by the Municipality, the Municipality hereby sells to the Bank the Municipal Bond in the principal amount, with the maturities, and bearing interest from its date at the rate or rates per annum, stated in Exhibit "A" appended hereto. For purposes of this Loan Agreement the interest on the Municipal Bond will be computed without regard to the provision in Section 7 hereof for the Municipality to make funds available to the Trustee acting under the General Bond Resolution for the payment of principal and interest at least seven business days prior to each respective principal and interest payment date. 2. The Municipality represents that it has duly adopted or will adopt all necessary ordinances or resolutions and has taken or will take all proceedings required by law to enable it to enter into this Loan Agreement and issue its Municipal Bond to the Bank. 3. Subject to any applicable legal limitations, the amounts to be paid by the Municipality pursuant to this Loan Agreement representing interest due on its Municipal Bond (the "Municipal Bond Interest Payments") shall be computed at the same rate or rates of interest borne by the corresponding maturities of the bonds sold by the Bank in order to obtain the monies with which to make the Loan and to purchase the Municipal Bond (the "Loan Obligations") and, unless required under Section 7 hereof to be paid at least seven business days before the interest payment date, shall be paid by the Municipality in such manner and at such times as to provide funds sufficient to pay interest as the same becomes due on the Loan Obligations, 4. The amounts to be paid by the Municipality pursuant to this Loan Agreement representing principal due on its Municipal Bond (the "Municipal Bond Principal Payments"), unless required under Section 7 hereof to be paid at least seven business days before the maturity date, shall be scheduled by the Bank in such manner and at such times (notwithstanding the dates of payment as stated in the Municipal Bond) as to provide funds sufficient to pay the principal of the Loan Obligations as the same matures based upon the maturity schedule stated in Exhibit "A." 5. In the event the amounts referred to in Sections 3 and 4 hereof to be paid by the Municipality pursuant to this Loan Agreement are not made available at any time specified herein, the Municipality agrees that any money payable to it by any department or agency of the State may be withheld from it and paid over directly to the Trustee acting under the General Bond Resolution, and this Loan Agreement shall be full warrant, authority and direction to make such payment upon notice to such department or agency by the Bank, with a copy provided to the Municipality, as provided in the Act. 6. In the event Loan Obligations have been refunded and the interest rates the Bank is required to pay on its refunding bonds in any year are less than the interest rates payable by the Municipality on the Municipal Bond for the corresponding year pursuant to Section 1 hereof, then both the Municipal Bond Interest Payments and the Municipal Bond Principal Payments will be adjusted in such a manner that (i) the interest rate paid by the Municipality on any maturity of the Municipal Bond is equal to the interest rate paid by the Bank on the corresponding maturity of Bank's refunding bonds and (ii) on a present value basis the sum of the adjusted Municipal Bond Interest Payments and Municipal Bond Principal Payments is equal to or less than the sum of the Municipal Bond Interest Payments and Municipal Bond Principal Payments due over the remaining term of the Municipal Bond as previously established under this Loan Agreement. In the event of such a refunding of Loan Obligations, the Bank shall present to the Municipality for the Municipality's approval, a revised schedule of maturity amounts and interest rates for the Municipal Bond. If approved by the Municipality the AMB/GeneraI Obligation Bonds, 1999 Series A (City and Borough of Silia) Loan Agreement with the City and Borough of Sitica AFF066A513742,1656 Page 2 of 8 revised schedule shall be attached hereto as Exhibit "A" and incorporated herein in replacement of the previous Exhibit "A" detailing said maturity amounts and interest rates. 7. The Municipality is obligated to pay to the Bank Fees and Charges. Such Fees and Charges actually collected from the Municipality shall be in an amount sufficient, together with the Municipality's Allocable Proportion of other monies available therefor under the provisions of the General Bond Resolution, and other monies available therefor, including any specific grants made by the United States of America or any agency or instrumentality thereof or by the State or any agency or instrumentality thereof and amounts applied therefor from amounts transferred to the Operating Fund pursuant to paragraph (3) of Section 603 of the General Bond Resolution: (a) to pay, as the same become due, the Municipality's Allocable Proportion of the Administrative Expenses of the Bank; and (b) to pay, as the same become due, the Municipality's Allocable Proportion of the fees and expenses of the Trustee and paying agent for the Loan Obligations. The Municipality's Allocable Proportion as used herein shall mean the proportion- ate amount of the total requirement in respect to which the term is used determined by the ratio that the principal amount of the Municipal Bond outstanding bears to the total of all Loans then outstanding to all Governmental Units under the General Bond Resolution, as certified by the Bank. The waiver by the Bank of any fees payable pursuant to this Section 7 shall not constitute a subsequent waiver thereof. During any period where the Municipality's Allocable Proportion of the fees and expenses of the Trustee and paying agent for the Loan Obligations is reduced in consideration of the Municipality so making funds available, the Municipality shall make funds available to the Trustee for each Municipal Bond Interest Payment and Municipal Bond Principal Payment at least seven business days before the respective principal or interest payment date. 8. The Municipality is obligated to make the Municipal Bond Principal Payments scheduled by the Bank. The first such Municipal Bond Principal Payment is due on the date indicated on Exhibit A, and thereafter on the anniversary thereof each year. The Municipality is obligated to make the Municipal Bond Interest Payments scheduled by the Bank on a semi-annual basis commencing the date indicated on Exhibit A, and to pay any Fees and Charges imposed by the Bank within 30 days of receiving the invoice of the Bank therefor. 9. The Bank shall not sell and the Municipality shall not redeem prior to maturity any portion of the Municipal Bond in an amount greater than the Loan Obligations which are then outstanding and which are then redeemable, and in the event of any such sale or redemption, the same shall be in an amount not less than the AMBBfGeneraI Obligation Bonds, 1999 Series A (City and Borough of Sitka) Loan Agreement with the City and Borough of Sltka AFF05I374.1656 Page 3 of 8 aggregate of (I) the principal amount of the Municipal Bond (or portion thereof) to be redeemed (ii) the interest to accrue on the Municipal Bond (or portion thereof) to be redeemed to the next redemption date thereof not previously paid, (iii) the applicable premium, if any, payable on the Municipal Bond (or portion thereof) to be redeemed, and (iv) the cost and expenses of the Bank in effecting the redemption of the Municipal Bond (or portion thereof) to be redeemed. The Municipality shall give the Bank at least 50 days' notice of intention to redeem its Municipal Bond. In the event the Loan Obligations with respect to which the sale or redemption prior to maturity of such Municipal Bond is being made have been refunded and the refunding bonds of the Bank issued for the purpose of refunding such Loan Obligations were issued in a principal amount in excess of or less than the principal amount of the Municipal Bond remaining unpaid at the date of issuance of such refunding bonds, the amount which the Municipality shall be obligated to pay or the Bank shall receive under item (i) above shall be the principal amount of such refunding bonds outstanding. In the event the Loan Obligations have been refunded and the interest the Bank is required to pay on the refunding bonds is less than the interest the Bank was required to pay on the Loan Obligations, the amount which the Municipality shall be obligated to pay or the Bank shall receive under item (ii) above shall be the amount of interest to accrue on such refunding bonds outstanding. In the event the Loan Obligations have been refunded, the amount which the Municipality shall be obligated to pay or the Bank shall receive under item (iii) above, when the refunded Loan Obligations are to be redeemed, shall be the applicable premium, if any, on the Loan Obligations to be redeemed. Nothing in this Section shall be construed as preventing the Municipality from refunding the Municipal Bond in exchange for a new Municipal Bond in conjunction with a refunding of the Loan Obligations. 10. Simultaneously with the delivery of the Municipal Bond to the Bank, the Municipality shall furnish to the Bank evidence satisfactory to the Bank which shall set forth, among other things, that the Municipal Bond will constitute a valid general obligation of the Municipality. 11. Invoices for payments under this Loan Agreement shall be addressed to the City and Borough of Sitka at 100 Lincoln Street, Sitka, Alaska 99834, Attention: Finance Director. The Municipality shall give the Bank and the corporate trust office of the Trustee under the General Bond Resolution at least 30 days' written notice of any change in such address. 12. Prior to payment of the amount of the Loan or any portion thereof, and the delivery of the Municipal Bond to the Bank or its designee, the Bank shall have the right to cancel all or any part of its obligations hereunder if: AMBB/Generat Obligation Bonds, 1999 Series A (City and Borough of Sitka) Loan Agreement with the City and Borough of Sitka AFFO6SA5I8TI2.1655 Page 4 of 8 (a) Any representation, warranty or other statement made by the Municipality ( to the Bank in connection with its application to the Bank for a Loan shall be incorrect or incomplete in any material respect. (b) The Municipality has violated commitments made by it in the terms of this Loan Agreement. (c) The financial position of the Municipality has, in the opinion of the Bank, suffered a materially adverse change between the date of this Loan Agreement and the scheduled time of delivery of the Municipal Bond to the Bank. 13. The obligation of the Bank under this Loan Agreement is contingent upon delivery of its 1999 Series A General Obligation Bonds (the "1999 Series A Bonds") and receipt of the proceeds thereof. 14. The Municipality shall not take, or omit to take, any action lawful and within its power to take, which action or omission would cause interest on the Municipal Bond to become subject to federal income taxes in addition to federal income taxes to which interest on such Municipal Bond is subject on the date of original issuance thereof. The Municipality shall not permit any of the proceeds of the Municipal Bond, or any facilities financed with such proceeds, to be used in any manner that would cause the Municipal Bond to constitute a "private activity bond" within the meaning of Section 141 of the Code. The Municipality shall make no use or investment of the proceeds of the Municipal Bond which will cause the Municipal Bond to be an "arbitrage bond" subject to taxation by reason of Section 148 of the Code. So long as the Municipal Bond is outstanding, the Municipality, with respect to the proceeds of the Municipal Bond, shall comply with all requirements of said Section 148 and all regulations of the United States Department of Treasury issued thereunder, to the extent that such requirements are, at the time, applicable and in effect. The Municipality shall indemnify and hold harmless the Bank from any obligation of the Municipality to make rebate payments to the United States under said Section 148 arising from the Municipality's use or investment of the proceeds of the Municipal Bond, 15. The Bank shall cause to be prepared an Official Statement (the "Official Statement") for the 1999 Series A Bonds. The Municipality shall provide promptly to the Bank the information concerning the Municipality and the Municipal Bond (i) that the Bank requests for inclusion in the Official Statement, or (ii) that the Municipality considers to be material to the purposes for which the Official Statement is to be used (the "Municipal Information"). As a condition to the payment of the amount of the Loan or any portion thereof, the Municipality shall provide to the Bank a certificate, dated the date of issue of the AMBB/General Obligation Bonds, 1999 Series A (City and Borough of Sitka) Loan Agreement with the City and Borough of Sltka AFF066A513742.1656 Page 5 of 8 1999 Series A Bonds, of an authorized officer of the Municipality that (I) the Municipal Information consists of fair and accurate statements or summaries of the matters therein set forth and such information does not contain any untrue statement of material fact or omit to state a material fact that should be stated therein for the purposes for which it is to be used or that is necessary to make the statements therein, in light of the circum- stances under which they were made, not misleading in any material respect; and (ii) to the best knowledge of such officer, no event affecting the Municipality has occurred since the date of the Official Statement that should be disclosed in the Official Statement for the purposes for which it is to be used or that it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect. The Municipality will undertake in the Disclosure Certificate for the benefit of the Beneficial Owners of the 1999 Series A Bonds to provide or cause to be provided to each nationally recognized municipal securities information repository ("NRMSIR") and to a state information depository ("SID"), if one is established in the State, annual financial information and operating data as required by Rule 15c2-12(b)(5) of the Securities and Exchange Act of 1934, as the same may be amended from time to time (the "Rule"). The Municipality will provide to each NRMSIR or to the Municipal Securities Rulemaking Board, and to the SID, timely notice of a failure by the Municipality to provide required annual financial information on or before the date specified below. The annual financial information that the Municipality will provide will consist of annual financial statements for the Municipality, prepared in accordance with generally accepted accounting principles, as such principles may be changed from time to time; and will be provided not later than nine months after the end of each fiscal year of the Municipality, as such fiscal year may be changed from time to time, commencing with the Municipality's fiscal year ending June 30, 1999. 16. If any provision of this Loan Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or urienforceability of such provision shall not affect any of the remaining provisions of this Loan Agreement and this Loan Agreement shall be construed and enforced as if such invalid or unenforceable provision had not been contained herein. 17. This Loan Agreement may be executed in one or more counterparts, any of which shall be regarded for all purposes as an original and all of which constitute but one and the same instrument. Each party agrees that it will execute any and all documents or other instruments, and take such other actions as are necessary, to give effect to the terms of this Loan Agreement. 18. No waiver by either party of any term or condition of this Loan Agreement shall be deemed or construed as a waiver of any other term or condition hereof, nor shall a waiver of any breach of this Loan Agreement be deemed to constitute a waiver of any subsequent breach, whether of the same or of a different section, subsection, paragraph, clause, phrase or other provision of this Loan Agreement. AMBB/Generai Obligation Bonds, 1999 Series A (City and Borough of Sitka) Loan Agreement with the City and Borough of Sitka AFF056A513742,1656 Page 6 of 8 19. In this Loan Agreement, unless otherwise defined herein, all capitalized terms which are defined in Article I of the General Bond Resolution shalt have the same meanings, respectively, as such terms are given in Article 1 of the General Bond Resolution. 20. This Loan Agreement merges and supersedes all prior negotiations, representations and agreements between the parties hereto relating to the subject matter hereof and constitutes the entire agreement between the parties hereto in respect thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ALASKA MUNICIPAL BOND BANK [S E A L] DE'JEN MITCHELL Acting Executive Director AMBBlGeneraI Obligation Bonds, 1999 Series A (City and Borough of Sitka) Loan Agreement with the City and Borough of Sitica AFF066A513742.1656 Page 7 of 8 CITY AND BOROUGH OF SITKA, ALASKA By(2 L JJ Fin nce Director AMBB/General Obligation Bonds, 1999 Series A (City and Borough of Silica) Loan Agreement with the City and Borough or Sltka AFF056A5/3142.1656 Page 8 of 8 MINNOW 10 'A I I City and Borough of $itka, Alaska General Obligation Bond, 1999 Maturity Principal Interest Date Amount Rate 2000 $235,000 5.50% 2001 360,000 5.50 2002 380,000 5.50 2003 400,000 5.50 2004 420,000 5.125 2005 440,000 4.375 2006 460,000 4.375 2007 480,000 4.375 2008 505,000 4.50 2009 525,000 4.50 2010 550,000 4.50 2011 575,000 4.50 2012 600,000 4.60 2013 625,000 4.60 2014 655,000 4.70 2015 685,000 4.80 2016 720,000 5.00 2017 755,000 5.00 2018 795,000 5.00 2019 835,000 5.00 The Bonds shall mature on April 1 in each of the years, and in the principal amounts set forth above. Interest on the Bonds shall be payable on October 1, 1999, and thereafter on April 1 and October 1 of each year. Redemption Terms The Bonds maturing on or after April 1, 2010, are subject to redemption in whole or in part at the option of the Alaska Municipal Bond Bank on any date on or after April 1, 2009, at a price of 100% of the principal amount thereof to be redeemed plus accrued interest to the date of redemption. The Alaska Municipal Bond Bank may exercise the optional redemption either as a result of redemption by the City and Borough of Sitka or in order to achieve debt service savings through the refunding of outstanding Bonds. The City and Borough of Sitka may exercise its optional redemption on terms identical to the redemption provisions associated with the Alaska Municipal Bond Bank bonds sold on behalf of the City and Borough of Sitka. Loan Agreement Exhibit A IFFD66Ai3742.1656 THIS AMENDATORY LOAN AGREEMENT, dated as of the 1st day of January 2007, between the Alaska Municipal Bond Bank (the "Bank"), a body corporate and politic constituted as an instrumentality of the State of Alaska (the "State") exercising public and essential governmental functions, created pursuant to the provisions of Chapter 85, Title 44, Alaska Statutes, as amended (the "Act"), having its principal place of business at Juneau, Alaska, and the City and Borough of Sitka, Alaska, a duly constituted unified home rule municipality of the State (the "City"): WITNESSETH: WHEREAS, pursuant to the Act, the Bank is authorized to issue bonds and make loans of money ("Loans") to governmental units; and WHEREAS, pursuant to a resolution entitled "A Resolution Creating And Establishing An Issue Of Bonds Of The Alaska Municipal Bond Bank; Providing For The Issuance From Time To Time Of Said Bonds; Providing For The Payment Of Principal Of And Interest On Said Bonds; And Providing For The Rights Of The Holders Thereof," adopted July 13, 2005 (the "General Bond Resolution"), a series resolution entitled "A Series Resolution Authorizing the Issuance of General Obligation Bonds 2007 Series One of the Alaska Municipal Bond Bank," adopted November 30,2006 (the "Series Resolution," and together with the General Bond Resolution, the "Resolution"), the Bank issued its General Obligation Bonds, 2007 Series One (the "2007 Series One Bonds"); and WHEREAS, the City is a Governmental Unit as defined in the Resolution, and pursuant to the Act is authorized to accept a Loan from the Bank to be evidenced by its municipal bonds purchased by the Bank; and WHEREAS, the Bank made a Loan to the City from the proceeds of the Bank's General Obligation Bonds, 1999 Series A (1999 Series A Bonds") in the amount of $11,000,000, evidenced by a Loan Agreement dated as of April 1, 1999 (the "Loan Agreement") between the Bank and the City, and by the General Obligation Bond, 1999 of the City, dated April 1, 1999 (the "Municipal Bond") and purchased by the Bank; and WHEREAS, the Bank has determined that refunding a portion of the 1999 Series A Bonds will reduce the combined principal and interest payments thereon and on the Municipal Bond; and WHEREAS, pursuant to the General Bond Resolution the Bank adopted the Series Resolution authorizing the issuance of bonds to refund a portion of the 1999 Series A Bonds (the "Refunding 1999 Series A Bonds"); and WHEREAS, to effect the proposed refunding and resulting debt service savings on a portion of the 1999 Series A Bonds and the Municipal Bond, and to conform the terms of the Loan Agreement to the current practices of the Bank, it is necessary to amend the terms of the Loan Agreement and the Municipal Bond as provided herein; and NOW, THEREFORE) the parties agree as follows: 1. The Bank will refund a portion of the outstanding 1999 Series A Bonds as provided in the Series Resolution. The amounts of the principal installments of the Municipal Bond corresponding to the refunded maturities of the 1999 Series A Bonds, and the interest payable thereon, shall be adjusted pro rata in accordance with the debt service payable on the 2007 Series One Bonds. The Municipal Bond henceforth shall mature in the principal amounts and bear interest at the rates per annum as stated on Exhibit A appended hereto. 2. Section 15 of the Loan Agreement is amended to include the following: The City agrees that if it is one of the Governmental Units that has a ten percent or greater amount of outstanding bonds held by the Bank under its General Bond Resolution (I) it shall authorize the execution and delivery of a continuing disclosure certificate on the date the Municipal Bond is delivered to the Bank) and (ii) it shall provide the Bank for inclusion in future official statements, upon request ) financial information generally of the type included in Appendix D to the Official Statement and attached hereto as Exhibit B. AMBB/Genaral Obligation Bonds, 2007 Series One Amendatory Loan Agreement Sltka 0o37421704tMiandatoy Agicomont . SWczirnpd Page 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendatory Loan Agreement as of the date first set forth above. ALASKA MUNI1P,Ag BOND BANK i Fj flfA [SEAL) DENJ!MITCH Eikecutive Director CITY ANp'ç)1O UGH OF SITKA, ALASKA Finance AMBB/General Obligation Bonds, 2007 Series One Amendatory Loan Agreement. Sltka I0ocs3742704ndLsyAoomenl -SiLka.wpd Page 3 EXHIBIT A AMENDED MATURITY SCHEDULE City and Borough of Sitka, Alaska City and Borough of Sitka, General Obligation Bond, 1999 (As Amended) $1,510,000 Principal Payment Date (April 1) 2007 2008 2009 Principal Interest Amount Rate $480,000 4.375% 505,000 4.50 525,000 4.50 $6,775,000 Principal Principal Payment Date Principal Interest Payment Date Principal Interest Lgecember 1) Amount Rate (December 11 Amount Rate 2009 $555000 4.00% 2014 $385,000 3.875% 2010 575,000 4.00 2015 715,000 5.50 2011 600,000 4.00 2016 755,000 5.00 2012 620,000 4.00 2017 420,000 5.00 2013 650,000 5.50 2017 375,000 4.125 2014 295,000 4.00 2018 350,000 4,125 2018 480,000 5.00 Prepayment Terms: The principal installments due on or after December 1, 2017 are subject to prepayment in whole or in part at the option of the City on any date on or after December 1, 2016 at a price of 100% of the principal amount thereof to be prepaid plus accrued interest to the date of repayment. AM8 B/General Obilgation Bonds, 2007 Series One Amendatory Loan Agreement Sitka . sw(n.%pd Page A-I Exhibit B AMBBfGenoral Qbllga!ion Bonds, 2007 Series One Amendatory Loan Agreement - Sltko l:\DoGM37421704M1enda1oy Ag reement Silk.wpd - CITY OF KETC}-IIKAN KETCHIKAN PUBLIC UTILITIES ENTERPRISE FUND FINANCIAL SUMMARY 2005 2004 2003 2002 Audited Audited Audited Audited $65,655,049 $66,742,145 $67,621,026 $70,915,742 2,147,195 1,838,1 96 30,078,405 12,211495 15,601,381 14,973,617 14,766,191 12,885,250 3,731,971 3,653,916 8,433,752 18,175,772 6,770,815 6,496,443 7,552,144 6,846,446 93,906,411 93,704,317 1287451,518 120,834,705 22,475,000 23,960,000 26,060,000 27,710,000 3,444,420 2,990,668 7,690,314 16,067,212 25,919,420 26,950,668 33,750,314 43,777,212 67,986991 66,753,649 94,701,204 77,057,493 27,691,757 27,180,231 27,744,410 26,240,240 13,974,313 14,874,171 14,604,369 14,799,604 5,106,907 5,139,468 4,452,846 4,393,991 6,248,245 6,113,112 5,971,682 6,238,429 650,000 650,000 650,000 650,000 ASSETS Utility Plan In-Service Construction Work in Progress Cash Restricted Assets Other Assets Total Assets LIABILITIES AND NET ASSETS Revenue Bonds Payable Other Liabilities Total Liabilities NET ASSETS Operating Revenues Operation and Maintenance Administrative and General Depreciation Payment in Lieu of Taxes Revenue Bond Coverage * Water is only provided within the City 1,712,292 403,480 2,065,513 158,216 Operating Income (Loss) Non-Operating Revenue (Expense) Net Income (Loss) Before Contribution Contributions Transfer of Net Assets - Swan Lake -Lake Tyee Intertie Project Change in Net Assets Population of Service Area * Population of City # of Electric Customers # of Telephone Access Lines # of Water Customers (736,471) (1,139,856) 975,821 (736,376) 257,521 1,099,417 882,370 (1,345,877) 16,761,341 2,661,328 (28,310,596) 1,233,342 (27,947,555) 17,643,711 1,315,451 13,125 13,093 13,685 13,683 7,685 7,691 8,002 7,845 7,202 7,161 7,178 7,171 9,840 10,131 10,653 11,259 2,928 2,905 2,851 2,847 3.33 2.22 3.02 1.85 17011 CITY OF KETCHIKAN PORT FINANCIAL SUMMARY November 30 2006 2005 2004 2003 2002 Unaudited Audited Audited Audited Audited ASSETS Cash $5,092,853 $7,066,674 $5,121,067 $2,895,450 $2,163,498 Port Facilities (net) 9,184,461 9,762,409 10,072444 10,282,616 9,737,592 Construction Work in Progress 24,963,293 1,632,135 2,686,197 2,276,353 358,350 Restricted Assets 21,324,432 Other Assets 41,405 47,113 99,752 129,455 95,360 Total Assets 60,606,444 18,508,331 17,979460 15,583,876 12,354,800 LIABILITIES AND NET ASSETS General Obligation Bonds Payable 1,685,000 1,880,000 2,065,000 2,245,000 2,415,000 Revenue Bonds Payable 38,500,000 Other Liabilities 3,070,898 3,759,032 2,541,005 3,261,400 114,355 Total Liabilities 43,255,898 5,639,032 4,606,005 5,506,400 2,529,355 NET ASSETS 17,350,546 12,869,299 13,373,455 10,077,476 9,825,445 Operating Revenues 6,461,113 7,096,948 5,000,010 1,774,457 1,661,674 Operation and Maintenance 1,055,883 1,945,688 792,954 828,052 595,557 Depreciation 577,948 618,708 632,143 610,454 616,196 Payment in Lieu of Taxes/Taxes 93,592 102,100 102,100 102,100 102,100 Operating Income (Loss) 4,733,690 4,430,452 3,472,813 233,851 347,821 Non-Operating Revenue (Expense) (252,443) (68,390) (183,706) (22,824) (100,244) Net Income (Loss) Before Contribution 4,461,247 4,362,062 3,289,107 211,027 247,577 Contributions 12,251 6,872 41,004 25,000 Extraordinary Item (2,432.884) Transfers (2,445,585) Change in Net Assets 252,031 4,481,247 (504,156) 3,295,979 272,577 Revenue Bond Debt Coverage: 1,25 x Annual Debt Service 5,74 N/A N/A N/A N/A 1.0 x Annual Debt Service/Reserves Account/Repair and Replacement Fund/SPH Lease Payments NIA N/A N/A N/A N/A * Unaudited #of Ships 35 37 37 37 34 # of Calls/Stops 489 562 535 538 503 # of Water Passengers 838,880 921,429 848,969 770,663 700,993 Reflects statistical information provided by the Ketchikan Visitors Bureau D-2 CITY OF SEWARD FINANCIAL SUMMARY Municipal Financial Position 2003 2004 2005 2006 1 Avera e Property Tax Collections Borrower's Property Tax Rate per $3,000 $3.12 $3.12 $3.12 $3.12 $3.12 Municipal Levy $634,287 $666,848 $733,298 $792,210 $694,613 Current Year's Collections $618,356 $650,763 $717,697 $806,888 $682,430 Current Collection Rate 97.49% 97,59% 97870/. 98.20% 97.36% Total Years Collections $644,892 $669,065 $733,301 $802,200 $699,988 Total Collection Rate 101.67% 100.33% 100.00% 10100% 100.73% General Fund Unreserved Ending Fund Balance $ 4,966,740 $ 5,188,880 $ 51 389,198 $ 4,586,941 Expenditures $ 7,037,554 S 7,037,318 $ 8,108,290 $ 10,339,110 Fund Balance/ Expenditures 71% 74% 66% 44% 66% Total Revenues $ 7,125,917 $ 7,398,160 S 8,247,828 $ 8,008,048 Intergovernmental Revenues $ 973,170 $ 829,535 $ 984,920 $ 966,532 Percentage Intergovernmental 14% 111". 121Y. 12% 13% Civera-ITNFu—nicipal Debt P osition S 5,974,587 . $ 5,673,722 $ 6,410,000 - $ 10,590,000 Revenue Debt - Enterprise Funds General Obligation Debt Governmental Funds 5 7,223,262 $ 7,069,933 $ 6,348,571 $ 5,576,146 General Obligation Debt - Enterprise Funds $ 1,386,738 $ 665,068 $ 521,429 $ 373,854 Total General Obligation Debt $ 8,610,000 $ 7,735,001 $ 6,870,000 5 5,950,000 Total Revenue and General Obli ation Debt $14,584,587 .5 13,408,723 $ 13,280,000 .5 16,540,000 y •.ç;- \, .Y7" . - '" -' Governmental GO Debt Assessed Value (mry) 3.17% 2.57% 2.12% Enterprise GO Debt Assessed Value mrv 0.30% 0.21% 0.14% Total General Obligation Debt/A.V. mrv 147% 2.78% 2.26% Total Revenue and GO Debt/A.V. mry 6.01% 5.37% 6.28% General Obligation DebtPerCa its . $2,830 $2,705 $2,283 Total Revenue and GO Debt Per Capita ,906 $5,228 $6,347 General Economic and Demographic Data 2003 2004 2005 2006 Annual Growth Rate Population Assessed Value Assessed Value Per Capita Top 10 Tax Payers as a % of Assessed Value 2,794 2,733 2,540 2,606 2.60% $ 216,698,235 S 223,202,115 $247,172,838 S 263,528,934 6.62% S 77,558 .5 81,669 $ 97,312 $ 101,124 25.84% 18.48 0,4 16.69% 17.00% Harbor Enterprise Fund-Specific Data Total Revenues $1,831,275 $1,846,2761 $1,943,424 $2,394,604 Total Operating Expenses $1,237,187 $1,149,7011 $1,310,211 $1,434,638 Net Revenue Available for Debt Service $594,088 $696,5751 $633,213 $959,966 Annual Debt Service Payments $243,5681 $243,6181 $255,542 $320,741 Debt Coverage 2.441 2.861 2.481 2.99 Gen eral Obligation Bond Debt Outstanding $0 $0 $0 $0 Revenue Bond Debt Outstanding $2,820,000 $2,725,000 $4,120,000 $8,510,000 Total Harbor Enterprise Debt Outstanding $2,820,000 $2,725,000 $4,120,000 $8,510,000 (mry): most recent year; * Unaudited/estimates D-3