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Tab_35THIS AMENDATORY LOAN AGREEMENT, dated the 181h 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 Northwest Arctic Borough, Alaska, a duly constituted home rule borough of the State (the "Borough"): WITNESSETH: 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, 2001 Series A ("2001 Series A Bonds") in the amount of $15,055,000, evidenced by a Loan Agreement, dated August 1, 2001 (the "2001 Loan Agreement"), between the Bank and the Borough; and WHEREAS, as security for repayment of the Loan and as provided in the 2001 Loan Agreement, the Borough issued its Northwest Arctic Borough General Obligation School Bonds, 2001 Series A, dated August 1, 2001 (the "2001 Municipal Bond"), of which the Bank was the registered owner; and WHEREAS, after the issuance of the 2001 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 2001 Series A Bonds and a corresponding portion of the principal installments of the 2001 Municipal Bond; and WHEREAS, in connection with the issuance of the 2007 Series One Bonds and the refunding of a portion of the 2001 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 Northwest Arctic Borough General Obligation Refunding Bond, 2007 Series A, dated January 31, 2007 (the "2007 Municipal Bond"), in exchange for the refunded portion of the 2001 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. 2016-05 (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 2001 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 Series A (the "2016 Municipal Bond" and together with the 2007 Municipal Bond, the "Municipal Bond") and for the refunding of a portion 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 amounts 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, together with the replacement 2007 Municipal Bond delivered in exchange for the original 2007 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 2 of the Amended Loan Agreement is amended to include the following paragraph: The Borough represents that it has duly adopted all necessary ordinances or resolutions, including Ordinance 99-07 amOl adopted by the Borough Assembly on January 25, 2000, and Resolution 01-37, adopted by the Borough Assembly on July 24, 2001 (the "Borough's 2001 Ordinance"), and that the Borough's 2001 Ordinance is in full force and effect, and that it has taken all proceedings required by law to enable it to enter into the 2001 Loan Agreement and issue its 2001 Municipal Bond to the Bank and that the 2001 Municipal Bond constituted a general obligation bond and the full faith and credit of the Borough is pledged for payment of the principal of, and interest, on the 2001 Municipal Bond. Page 2 The Borough represents that it has duly adopted all necessary ordinances or resolutions, including Resolution No. 06-57, adopted on December 5, 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 Amendatory 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 16-43, adopted on September 15, 2016 (the "Borough Refunding Resolution" and together with the Borough's 2001 Ordinance and the Borough's 2006 Resolution, the "Borough's Ordinance"), and 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 14 of the Amended Loan Agreement is amended to include the following paragraph: 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 5. Section 16 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. Page 3 A new Section 22 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 either the 2007 Municipal Bond or the 2016 Municipal Bond remains outstanding. The Borough agrees that filings under this Section 22 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 Section then it shall make its filings using both CUSIP numbers herein stated and any additional CUSIP number(s). 7. A new Section 23 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. 8. A new Section 24 is added to the Amended Loan Agreement, as follows: (a) The Borough hereby certifies that all 2001 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 that to date all required rebate calculations relating to the 2001 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 2001 Municipal Bond was issued exclusively for new money purposes; and (ii) a portion of the 2007 Municipal Bond was previously used to advance refund a portion of the 2001 Municipal Bond, 9. A new Section 25 is added to the Amended Loan Agreement, as follows: As heretofore amended and as amended hereby, the 2001 Loan Agreement will remain in full force and effect so long as either the 2007 Municipal Bond or the 2016 Municipal Bond remains outstanding. Page 4 IN WITNESS WHEREOF, the parties hereto have executed this Amendatory Loan Agreement as of the date first set forth above. ALASKA MUNICIPAL B WIM DWEN MITCHELL Executive Director NORTHWEST ARCTIC BOROUGH, ALASKA Its: Page 5 I *uui Northwest Arctic Borough, Alaska General Obligation Refunding Bond, 2007 Series A, issued on January 31, 2007 (the "2007 Municipal Bond") Principal Sum of $1,035,000 Principal Interest Principal Payment Date Amount Rate December 1, 2016 $1,035,000 5.00% The remaining principal installment shall be payable on December 1 in the year, and in the amount set forth above. Interest on the 2007 Municipal Bond shall be payable on December 1, 2016. Prepayment Provisions: The remaining 2007 Municipal Bond principal installment is not subject to prepayment prior to maturity. Page A-I Northwest Arctic Borough, Alaska General Obligation Refunding Bond, 2016 Series A, issued on November 3, 2016 (the "2016 Municipal Bond") Principal Sum of $4,470,000 Principal Payment Date Principal Interest (December 1) Amount Rate 2016 $70,000 2.000% 2017 1,045,000 2.000 2018 1,075,000 4.000 2019 1,120,000 4.000 2020 1,160,000 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 A-2 ifl&eA.UUIilIU I IU IIU I Page B-i CITY AND BOROUGH OF SITKA GENERAL OBLIGATION FINANCIAL SUMMARY Municipal Financial Position 2011 2012 2013 2014 2015 Average Property 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 $5,901,738 76,032,826 $5,919,263 Current Year's Collections $5,753,039 $5,874,918 $5,893,492 $5,842,721 $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 Rote 100.157. 100.087. 98.92% 99.00% 99.57% 99.54% General Fund Unreserved Ending Fund Balance 911,5116,475 $ 13,584,873 $ 14,268,394 $ 15,995,580 $ 14,725,675 $ 14,015,799 Expenditures $ 23,260,649 7 24,1175,729 $ 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 7 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 $ 66,807,401 - 5 b1,593,411 S 132,145,022 1, 131,94,3310 5 125,215,19)0 Revenue Debt - Enterprise Funds Revenue Debt - Governmental Funds $ 165,750 $ 156,000 $ 146,250 $ 202,641 $ 189,425 General Obligation Debt - Governmental Funds $ 36,300,000 $ 32290,000 $ 31,020,000 $ 28,635,000 $ 25,990,000 General Obligation Debt - Enterprise Funds - - $ - - Trial General Obligation Debt $ 36,300,000 $ 32,290,000 $ 31,020,001, $ 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 Governmental GO Dell/ Taxable Assessed Value 3,690s 3.2n9, 3.1005 2.91% 2.501, Total Revenue and GO Debt/A.V. 10.69% 10.20% 13.72% 1401% 14 Genetal Obligauort Debt Per Capita $4,136 $3,507 $3,415 $3,152 52,8hb 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 8,773 8,9521 9,084 1 9,084 9,061 -0.25% Taxable Assessed Value $ 985,073,129 $ 990,930,238 $ 1,001,066,784 $ 983,623000 $ 1,005,471,000 2.227, Assessed Value Per Capita $ 112,285 $ 110,6941 $ 110,201 I $ 108,281 I $ 110,967 Top lo Tax Pavers asa%ofAssessed Value 7.64% -. 7.57% 7.579/ 757%7571. The Oorough has not corepleted its fiscol year 2015 audit as at the date 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 INet Assets 50,257,420 65,303,394 82,971,633 107,964,376 124,991,510 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) I 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 8 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 (> 125) 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 HARBOR ENTERPRISE FUND FINANCIAL SUMMARY 2011 2012 2013 2014 2015 ASSETS Plant In-Service (net of depreciation) 14,789,299 14,122,591 13,550,231 13153,475 20,560,565 Land 90,000 90,000 90,000 90,000 90,000 Construction Work in Progress 20,229 57,838 665,476 7,824365 939,917 Cash 3,733,467 4,735,101 6,599187 6,616,954 7,595507 Restricted Assets - - 3,615,663 589,166 317,566 Other Assets 1,342,572 1,339,389 1,216,385 1,524898 1,036,361 Total Assets 19,975,567 20,344,919 25,736,942 29,798,858 30,539,916 LIABILITIES AND NET ASSETS Revenue Bonds Payable 0 0 4,569,486 3,840,000 3,705,000 Other Liabilities 1,405,227 1,156,003 1,144,138 1,689,033 1,592,094 Total Liabilities 1,405,227 1,156,003 5,713,624 5,529,033 5,297,094 NET ASSETS 18,570,340 19,188,916 20,023,318 24269,825 25,242,822 Operating Revenues 2,854,858 3,154,885 3096,419 3,164,252 3,365,977 Operation and Maintenance 2,492,110 2,434,329 1,708,210 2,454,599 2,194,755 Administrative and General - - - - Depreciation 899,956 986,619 668,511 666,074 669,102 Operating Income (Loss) (537,208) (266,063) 719,698 43,579 502,120 Non-Operating Revenue (Expense) 46,509 155,306 156,844 776,434 375,830 Net Income (Loss) Before Contribution (490,699) (110,757) 876,542 820,013 877,949 Capital Contributions 1,690,873 2,549,949 0 3,458,599 122,108 Net Transfers-In (Out) 3,804,600 675,000 (42,141) (32,105) (27,060) Special item - NPO/OPEB write off Change in Net Assets 5,004,774 3,114,192 834,401 4,246,507 972,997 Population of City 8,773 8,952 9,084 9,098 9,061 Revenue Bond Coverage No Harbor No Harbor No payments of Bonds Bonds P&l 5.16 5.31 The Borough has not completed its fiscal year 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 Borrower's 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 $41,721,795 744,200,111 $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 Operating Res (GASB#54) ri,;29,5 3 .3,454,161 494,334 S 17,285,664 5 26,852,315 5 16,585,252 Expenditures $ 50,540,314 $ 51,283,781 $ 84,553,473 $ 86,380,150 $ 94,808,876 $ 73,513,319 Fund Balance/ Expenditures 3.42% 6.797 8.86% 20.01% 21.38% 12.09% Total Revenues ¶ 66,008,466 ¶ 50,036,584 ¶ 88,778705 ¶ 97,936,255 $ 98,018,608 ¶ 80,155,584 Intergovernmental Revenues ¶ 14,313,000 ¶ 15,464,700 $ 30,635,700 $ 41,429,692 $ 32,072,000 $ 26,783,018 Percentage Intergovernmental 22% 31% 35% 42% 337. 32.42% Overall Municipal Debt Position T43,62%s52 3 41,93u,857 $ 4U,U90,906 S 36,43t,,443 Revenue Debt.. Enterprise Funds $45$58,34f 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 8 197,108,916 $ 179,987,429 ¶ 175,382,524 ¶ 168,965,994 $ 180,722,763 Govenid (20 Deht/ l,J'Ie A-'J 1 iRe 172% 3.28% 3.07% 2.79% 2,52 Tulal Revenue and GO DebtjA.V. 4.94% 4.42% 4.10% 3.86% 4.03' General Obligation Debt Per Capita $4,242 64,113 $4,023 $3,696 $3,492 Total Revenue and GO Debt Per Capita $6,302 $5,548 $5,370 $5,116 $5,472 General Economic and Demographic Data 2011 1 2012 1 2013 1 2014 1 2015 Annual l-'opulabon Taxable Assessed Value Assessed Value Per Capita Topll Tax Pavers asa% of Assessed Value - 31,215 $ 3,989,344,944 $ 127,557 - 13.78%-13.73% 32,441 $ 4,071,713,732 $ 125,511 32,660 33,030 33,026 -0017. $ 4,275,067,217 $ 4,379,714,933 $ 4,484,327,332 2.39% $ 130,896 $ 132,598 $ 135,782 - 13.61%-13l'( - -- 13.82% HARBOR ENTERPRISE FUND FINANCIAL SUMMARY 2011 2012 2013 2014 2015 SETS 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 10,554,614 9,581,172 Other Assets 764,741 847,869 543,407 679,907 1,718,645 al 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 - NPOJOPEB write off Change in Net Assets 5,004,774 3,114,192 7,384,113 479,291 12,219,908 Population of City 31,275 32,441 32,660 33,064 33,064 Revenue Bond Coverage 1.19 1.79 1.21 1.67 2.60 D-5 ~ CITY AND BOROUGH OF JUNEAU PORT DEVELOPMENT SPECIAL REVENUE FUNI It1IJth!4i" 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 2,859,078 2,555,051 2,819,979 2,863,133 2,555,051 2,628,580 2,819,979 2,859,078 2,863,133 (1,500,000) (7,310,000) (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 City and Borough of Juneau Conduit Debt WILDFLOWER COURT (A not for profit organziation) FINANCIAL SUMMARY 2011 2012 2013 2014 2015 • Audited Audited Audited Audited Audited ASSETS Plant In-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 1,956,157 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 832,579 780,765 935,689 1,008,253 841,433 Operating Income (Loss) 132,263 466,243 455,592 477,928 857,821 NonOperating Revenue (Expense) 61,553 120,890 32,713 60,964 48,577 Change in Net Assets 193,816 587,132 488,305 538,892 906,398 Revenue Bond Coverage 133 112 1-12 1M t18 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 S - 2011 2012 2013 2014 2015 ASSETS Plant In-Service (net ofdepreciation) $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 70,677,149 99,530,173 98,509,146 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) 3,610,234 14,405,416 1,579,634 3,306,366 4,119,820 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 - NPO/OPEB 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 363 3.00 7.34 2.50 8.97 1äUP00InSt55 6000509- General Fund Gwro1 Obligation FDunciol Summary I 1011 2002 1013 2510 ____ 600w&P00tvTxRi0 peoSl.090 5430 54,50 53.50 54.50 $4,50 54,59 11mddp1 L' 529,055,2.74 SV,419,193 520,023,497 531,720,392 531352.014 530,747,334 CruMYot's Co10dio 529,630410 529,946,001 530352.436 53032596. 531242,025 53500,914 CiCofladtt 953325 90.4525j 953725 95.4525 95.2925 903025 529,047,44S 5343,401,010! 50,794,605 531465.476 531332596 530449,726 Tot1Co11onTat 09.9625 99,94% 09,0225 09242; 95,5925 991925 fi,,n1 Ernd To1En4irgod9a1n 5 22,131,911 5 22,440333 3 23,310,953 5 24441372 S 26,135,634 &d40 Ed 4,1 S 21,454,055 5 225261.520 5 16296,145 5 191104,656 5 16;IN,6' 61 513,232,010 ____ $ 2'2,163,956 3025 S 731342 30', 1 72,432425 573,374,301 $ 79,007,617 2225 2225 2125 573,553,576 251. Tol,.4 Ro,'m S 70,799293 S 71,205.437 5 74.135,493 S 74,943,074 S 75.764,295 $73,974,670 0000 S 0,533,331 S 9,749,464 5 00,392,037 $ 91454,453 $ 13354.054 510350.074 Per eIet00 poeumtethl 02 2 14 1 17 14 I fh'oB Municipal PoOl Position 010, Deb G0000 IOIYOO& ReeuorDe9t-Ft,eFmu10 5 S 5 5 5 TobI R00ee 1)094 5 5 5 5 GlObli6u,tDt,eno,u,tol Yool, (Geo00ol Fuo4 e,dv) 5 33,910,000 5 30,230,CIXr 5 26350,900 5 45,095990 5 41,520,000 C,ol 09509440oo Debt. Etqo400 F00,!0 S S S S S Total C- Ob1,!0oo Debt 5 33,010,000 5 30,230,000 5 26320,000 S 49,053,000 5 41220.500 & 53,910,990 9 30310,000 5 26,020,00'S $ 43,059350 $ 41,920.500 -.----- Ge&1 Eeoournk esd Doote6rephk Pete 2011 2002 } 2013 201-1 2015 My Popoleboo 95,400 56,369 56,736 56,062 57.147 03025 S 6,593,534,000 5 6,433,241.000 5 6,716,010,000 5 4,960,106,000 5 6302,443,500 .041, A0,oedVPCop00 5 115,107 5 117,675 S 115,931 S 122,40515 121,309 Tep20Te.Pvr,eoe 25ofTefo1,k45'ai,,,' 237325 14597; 16W 179525 17.035 L1fltv) 0000400<004 "0*0 5) 2011,2004 ,0 2513 -v,d Food 341-C. 0 l30dNotoboo,vetletetko ti. 000*o101011333392, 03544,337 *,d 03,34120700<00017000 lIouo, of .!=al oe to ,004* oouoed 0001boothood 902500<0, 060'. 5,2'. po.oGO Debt *10 vn,, n,tC 11.0 Al,'. (o,o0 000 0.00.. [ 1122 000 01 °3 046I 02'. '1325 G00orO4be6qu Debt Pot Cet* 2352 5134 5423 .412 5132 Tote1Ree,eadGOt5rbtPerCa5ile 5412k 5139. 5423 9792 9732 Central Peninsula General Hospital FINANCIAL SUMMARY 211 2Qi2 2013 24 201 ASSETS Capital Assets (net of depreciation) $67,842,931 $64,853,893 $69,429,959 $71387990 $93,151,047 Cash 21,700,302 27,803,487 35,197,813 35,508,443 37,638,411 Cash held for Plant Replacement 10,097,241 11,421,461 11,322,729 16,447,887 18,838,950 Restricted Assets 3,584,121 633,493 500,000 4,693,402 5,069,037 Unspent bond proceeds 31,275,450 18468,485 Other Assets 19,105,718 29,383,574 29,863,006 32,652905 38,942,891 Total Assets 122.330.313 134,095908 146,313,507 191,966,077 212,108,821 LIABILITIES AND NETASSETS Revenue Bonds Payable - - 32,490000 33,890,000 GO Bonds Payable 35,990,000 32,255000 30,130,000 27,905.000 25670,000 Other Liabilities 10,965,610 18,041,771 18,176,258 20,336,761 24,137,535 Total Liabilities 48,955,610 50,296,771 48,306,258 80,731,761 83,697,535 NETASSETS 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 86771,449 99,255,770 102,247,165 104,364,018 117,067,440 Depreciation 8,056,595 8,004,562 7,959,305 8,066688 8,471,959 Operating Income (Loss) 6,451,031 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 Contributions 212,945 52.843 2,004,970 14,644 7,260 Change in Net Position 5,558,381 8833,863 14,208,112 13,227,067 17,176,970 D-1O LOAN AGREEMENT AGREEMENT, dated as of the 1st day of August 2001, 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 Northwest Arctic Borough, Alaska, a duly constituted home rule borough of the State (the "Borough"): WI TN ESSETH: WHEREAS, pursuantto the Act, the Bank is authorized to make loans of money (the "Loan" or "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 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 Borough is desirous of borrowing money from the Bank in the amount of $15,055,000 and has submitted an application to the Bank for a Loan in the amount of $15,100,000, and the Borough has duly authorized the issuance of its fully regis- tered bond in the aggregate principal amount of $15,055,000 (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 Borough contains the information requested by the Bank; and WHEREAS, to provide for the issuance of bonds of the Bank in order to obtain from time to time money with which to make Loans, the Bank has adopted the General Bond Resolution on May 27, 1976, as amended (the "Genera( Bond Resolution"), authorizing the making of such Loan to the Borough and the purchase of the Municipal Bond. NOW, THEREFORE, the parties agree: 1. The Bank hereby makes the Loan and the Borough accepts the Loan in the principal amount of $15,055,000. As evidence of the Loan made to the Borough and such money borrowed from the Bank by the Borough, the Borough hereby sells to the Bank the Municipal Bond in the principal amount, with the principal installment payments, 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 Borough to make funds available to the Trustee acting under the General Bond Resolution for the payment of principal and interest at least sever, business days prior to each respective principal and interest payment date. 2. The Borough represents that it has duly adopted or will adopt all necessary ordinances or resolutions, including Resolution 0137, adopted by the Borough Assembly on July 24, 2001 (the "Borough's Resolution"), 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 and that the Municipal Bonds will constitute general obligation bonds and the full faith and credit of the Borough is pledged for payment of the principal of, and interest, on the Municipal Bonds. 3. Subject to any applicable legal limitations, the amounts to be paid by the Borough 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 money 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 Borough 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 Borough 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 Borough pursuant to this Loan Agreement are not made available at any time specified herein, the Borough 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 Borough, 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 Borough 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 Borough on any principal installment of the Municipal Bond is equal to the interest rate paid by the Bank on the corresponding principal installment of Bank's refunding bonds and (ii) AMHBfGeneraI Obligation Bonds, 2001 Series A Loan Agreement J;DOCS37421659Lcan Agrømont.wpd Page 2 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 Borough for the Borough's approval, a revised schedule of principal installment amounts and interest rates for the Municipal Bond. If approved by the Borough the revised schedule shall be attached hereto as Exhibit "A" and incorporated herein in replacement of the previous Exhibit "A" detailing said principal installment amounts and interest rates. 7. The Borough is obligated to pay to the Bank Fees and Charges. Such Fees and Charges actually collected from the Borough shall be in an amount sufficient, together with the Borough's Allocable Proportion of other money available therefor under the provisions of the General Bond Resolution, and other money 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 Borough's Allocable Proportion of the Administrative Expenses of the Bank; and (b) to pay, as the same become due, the Borough's Allocable Proportion of the fees and expenses of the Trustee and paying agent for the Loan Obligations. The Borough's Allocable Proportion as used herein shall mean the proportionate 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 underthe 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 Borough's Allocable Proportion of the fees and expenses of the Trustee and paying agent for the Loan Obligations is reduced in consideration of the Borough so making funds available, the Borough 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 Borough 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 Borough 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 AMBB/Generat Ob1atioct Bonds, 2001 Series A Loan Agreement J:POCS7421691oan AremenLwpd Page 3 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 Borough 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 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 Borough 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 Borough 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 Borough 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 Borough 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 Borough 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 Borough shall furnish to the Bank evidence satisfactory to the Bank which shalt set forth, among other things, that the Municipal Bond will constitute a valid general obligation of the Borough. AMBBfGeneral Obligation Bonds, 2001 Series A Loan Agreement J?DOT4216651,on PQtazmant,wpd Page 4 11. Invoices for payments under this Loan Agreement shall be addressed to the Northwest Arctic Borough at P.O. Box 1110, Kotzebue, Alaska 99752, Attention: Finance Director. The Borough 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: (a) Any representation, warranty or other statement made by the Borough 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 Borough has violated commitments made by it in the terms of this Loan Agreement. (C) The financial position of the Borough 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 2001 Series A General Obligation Bonds (the "2001 Series A Bonds") and receipt of the proceeds thereof. 14. The Borough agrees that it will provide the Bank with written notice of any default in covenants under the Borough Resolution within 30 days from the date thereof. 15. The Borough 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 Borough 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 Borough 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 Borough, with respect to the proceeds of the Municipal Bond, shall comply with all require- ments 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 AMBB/General Obligation Bonds, 2001 Series A Loan Agreement J;tD0CS37421669Laan Arementwpd Page 5 effect. The Borough shall indemnify and hold harmless the Bank from any obligation of the Borough to make rebate payments to the United States under said Section 148 arising from the Borough's use or investment of the proceeds of the Municipal Bond. 16. The Bank shall cause to be prepared an Official Statement (the "Official Statement") for the 2001 Series A Bonds. The Borough shall provide promptly to the Bank the information concerning the Borough and the Municipal Bond (the "Municipal Informa- tion") (i) that the Bank requests for inclusion in the Official Statement, or (ii) that the Borough considers to be material to the purposes for which the Official Statement is to be used. As a condition to the payment of the amount of the Loan or any portion thereof, the Borough shall provide to the Bank a certificate, dated the date of issue of the 2001 Series A Bonds, of an authorized officer of the Borough 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 circumstances underwhich they were made, not misleading in any material respect; and (ii) to the best knowledge of such officer, no event affecting the Borough 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 Borough will undertake in the Disclosure Certificate for the benefit of the Beneficial Owners of the 2001 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 which shall be substantially similar to the financial information found in Appendix D to the Official Statement 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 Borough will provide to each NRMSIR or to the Municipal Securities Rulemaking Board, and to the SID, timely notice of a failure by the Borough to provide required annual financial information on or before the date specified below. The annual financial information that the Borough will provide will consist of annual financial statements for the Borough, 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 Borough, as such fiscal year may be changed from time to time, commencing with the Borough's fiscal yearending June 30, 2001. 17. If any provision of this Loan Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Loan Agreement and this Loan Agreement shall be AMBWGeneraI Obligation Bonds, 2001 Series A Loan Agreement cs?1e6st.ar AgreemeRtmpd Page 6 construed and enforced as if such invalid or unenforceable provision had not been contained herein. 18. 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. 19. 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. 20. In this Loan Agreement, unless otherwise defined herein, all capitalized terms which are defined in Article I of the General Bond Resolution shall have the same meanings, respectively, as such terms are given in Article I of the General Bond Resolution. 21, 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. [S EA U • By • • EVEIJ. MITCHELL • Executive Director NORTHWEST ARCTIC BOROUGH, ALASKA W—A A11411111P.2iii; V~~-e Borough Mayor AMBB/General Obligation Bends, 2001 Series A Loan Agreement J:\D0C5\37421669tLoan Areomeiit,wpd Page 7 Northwest Arctic Borough, Alaska General Obligation School Bonds, 2001 Series A Principal Date Principal Interest (March 15)Amount Rate 2003 $90,000 5.00% 2004 545,000 5.00 2005 570,000 4.90 2006 600,000 4.75 2007 625,000 4.75 2008 655,000 4.75 2009 690,000 4.75 2010 720,000 4.75 2011 755,000 4.75 2012 790,000 4.40 2013 825,000 4.50 2014 865,000 4.60 2015 905,000 4.70 2016 945,000 4.75 2017 1,000,000 4.80 2018 1,040,000 4.90 2019 1090,000 4.90 2020 1,145,000 5.00 2021 1,200,000 5.00 The Bonds shall mature on March 15 in each of the years, and in the principal amounts set forth above. Interest on the Bonds shall be payable on September 15, 2002, and thereafter on March 15 and September 15 of each year. Redemption Terms: The Bonds maturing on and after March 15, 2012, are subject to redemption on and after March 15, 2011, at the option of the Borough at a price of 100% of the principal amount thereof, in whole or in part, on any date, to be redeemed plus accrued interest to the date of redemption. AMBB/Gerieral Ob1Fgaton Bonds 2001 Series A Loan Agreement - Exhibit A J\POCS\37421669\Laan Agreenieniwpd Page A-I AMENDATORY LOAN AGREEMENT 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 Northwest Arctic Borough, Alaska, a duly constituted home rule borough of the State (the "Borough"): 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 Borough 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 Borough from the proceeds of the Bank's General Obligation Bonds, 2001 Series A ("2001 Series A Bonds") in the amount of $15,475,000, evidenced by a Loan Agreement dated as of August 1, 2001 (the "Loan Agreement") between the Bank and the Borough, and by the General Obligation School Bond, 2001 Series A of the Borough, dated August 1, 2001 (the "Municipal Bonds") and purchased by the Bank; and WHEREAS, the Bank has determined that refunding a portion of the 2001 Series A Bonds will reduce the combined principal and interest payments thereon and on the Municipal Bonds; 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 2001 Series A Bonds (the "Refunding 2001 Series A Bonds"); and WHEREAS, to effect the proposed refunding and resulting debt service savings on the 2001 Series A Bonds and the Municipal Bonds, 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 Bonds as provided herein; and NOW, THEREFORE, the parties agree as follows: 1. The Bank will refund a portion of the outstanding 2001 Series A Bonds as provided in the Series Resolution. The amounts of the principal installments of the Municipal Bonds corresponding to the refunded maturities of the 2001 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 Bonds henceforth shall mature in the principal amounts and bear interest at the rates per annum as stated on Exhibit A appended hereto. 2. Section 16 of the Loan Agreement is amended to include the following: The Borough 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 Bonds are 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 0 to the Official Statement and attached hereto as Exhibit B. AMBB/Genec& Obligation Bonds, 2007 Series O n e Amendatory Loan Agreeit - NAB ;\Dos7421 ?4 )oflu.ky ArernonT Page 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendatory Loan Agreement as of the date first set forth above. ALASKA MUNICiPAL. 'ONDjANK [SEAL] D1EN J. MITCHI Eecutive Director NORTHWEST ARCTIC BOROUGH, ALASKA SIIKAURAQ N&ARTRAYDiMG Mayor ATTEST: HELENA HILDRETH Borough Clerk AM8/Gnc3r& Obligation Bonds, 2007 Series One Amendatory Loan Agreement - NAB 1;0OC&742170efldtcyA9fCCfl)eflt . NAB.pd A-i EXHIBIT A AMENDED MATURITY SCHEDULE Northwest Arctic Borough, Alaska Northwest Arctic Borough, General Obligation School Bond, 2001 Series A (As Amended) $9,580,000 Principal Principal Payment Date Principal Interest Payment Date Principal Interest (March 15) Amount Rate (March 15) Amount Rate 2003 $90000 5.00% 2010 $720000 4.75% 2004 545,000 5.00 2011 755,000 4.75 2005 570,000 4.90 2012 790,000 4.40 2006 600,000 4.75 2013 825,000 4.50 2007 625,000 4.75 2014 865,000 4.60 2008 655,000 4.75 2015 905,000 4.70 2009 690,000 4.75 2016 945,000 4,75 Redemption Terms: The Bonds maturing on or after March 15, 2012, are subject to redemption on or after March 15, 2011, at the option of the Borough at a price of 100% of the principal amount thereof, in whole or in part, on any date, to be redeemed plus accrued interest to the date of redemption. $5,675,000 Principal Principal Payment Date Principal Interest Payment Date Principal Interest (December 1) Amount Rate (December l Amount. Rate 2007 $5,000 4.00% 2015 $5,000 5.50% 2008 5,000 4.00 2016 1,035,000 5.00 2009 5,000 4.00 2017 600,000 5.00 2010 5,000 4.00 2017 475,000 4.125 2011 5,000 4.00 2018 480,000 4.125 2012 5,000 4,00 2018 645,000 5.00 2013 5,000 5.50 2019 1,175,000 4.00 2014 5,000 4.00 2020 1,220,000 4.125 Redemption Terms: The Bonds maturing on or after December 1, 2017 are subject to redemption in whole or in part at the option of the Borough on any date on or after December 1, 2016 at a price of 100% of the principal amount thereof to be redeemed plus accrued interest to the date of redemption. AMSB/General Obligation Bonds, 2007 Series One Amendatory Loan Agreement - NAB A 7 ,' eemere ' - AMBB/General Obligation Bonds, 2007 Series One Amendatory Loan Agreement - NAB \Dac5\3742 7O4Ar,onaIory Ag'Oriiet NAB.pd Operating Revenues Operation and Maintenance • Administrative and General Depreciation Payment in Lieu of Taxes 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 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 Revenue Bond Coverage Water is only provided within the Cit 2005 2004 2003 2002 Audited Audited Audited Audited $65,655,049 $66,742,145 $67,621,026 $70,915,742 2,147,195 1,838,196 30,078,405 12,2111495 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 6,646,446 93,906,411 93,704 .317 128,451,518 120,8341705 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 67,986,991 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 1,712,292 403,480 2,065,513 158,216 (736,471) (1,139,856) (1, 83,143) (1,504,093) 975,821 (736,376) 882,370 (1.345,877) 257,521 1,099,417 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 CITY OF KETCHIKAN KETCHIKAN PUBLIC UTILITIES ENTERPRISE FUND FINANCIAL SUMMARY D-1 CITY OF KETCI-IIKAN PORT FINANCIAL SUMMARY November 30 2006 2005 2004 2003 2002 Unaudited Audited Audited Audited Audited $5,092,853 $7,066,674 $5,121,067 $2,895,450 $2,163,498 9,184,461 9,762,409 10,072,444 10,282,618 9,137,592 24,963,293 1,632,135 2,686,197 2,276,353 358,360 21,324,432 41,405 47,113 99,752 129,455 95,360 60,606,444 18,508,331 - 17,979,460 15,583,876 - 12,354,800 1,685,000 1,880,000 2,065,000 2,245,000 2,415,000 38,500,000 3,070,898 3,759,032 2,641,005 3,261,400 114,355 43,255,898 5,639,032 4,606,005 5,506,400 2,529,355 17,350,546 12,869,299 13,373,455 10,077,476 9,825,445 6,461,113 7,096,948 5,000,010 1,774,457 1,661,674 1,055,883 1,945,688 792,954 828,052 595,557 577,948 618,708 632,143 610,454 616,198 93,592 102,100 102,100 102,100 102,100 4,733,690 4,430,452 3,472,813 233,851 347,821 (252,443)_- (66,390) (183,70 (22,824) (100,244) 4,481,247 4,362,062 3,289,107 211,027 247,577 ASSETS Cash Port Facilities (net) Construction Work in Progress Restricted Assets Other Assets Total Assets LIABILITIES AND NET ASSETS General Obligation Bonds Payable Revenue Bonds Payable Other Liabilities Total Liabilities NET ASSETS Operating Revenues Operation and Maintenance Depreciation Payment in Lieu of Taxes/Taxes Operating Income (Loss) Non-Operating Revenue (Expense) Net Income (Loss) Before Contribution Contributions 12,251 6,872 41,004 25,000 Extraordinary Item (2,432,884) Transfers (2,445,585) Change in Net Assets 4,481,247 _J5 3,295,979 252,031 272,577 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 N/A 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 * Average Froperty Tax Collections Borrowers Property Tax Rate per $1,000 $3.12 $3.12 $3.12 $3.12 $3.12 Municipal Levy $634,287 $666,848 $733,298 $792,210 $694,613 Current Years Collections $618,356 $650,763 $717,697 $806,888 $682,430 Current Collection Rate 97,49% 97.5917. 97.877. 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% 101.00% 100.737. General Fun d Unreserved Ending Fund Balance $ 4,966,740 $ 51188,880 $ 5,389,198 $ 4,586,941 Expenditures $ 7,037,554 $ 7,037,318 S 8,108,290 $ 10,339,110 Fund Balance/ Expenditures 71% 74% 66% 44% 66% Total Revenues $ 7,125,917 $ 7,398,160 $ 8,247,8291 $ 8,008,048 Intergovernmental Revenues $ 973,170 $ 829,535 $ 984,920 $ 966,532 Percentage Inter overnmcntal 14% 11% 1TT 12% 13% Overall Municipal Dc 5t Position - ' : - Revenue Debt - Enterprise Funds $ 5,974,587 $ 5,673,722 $ 6,410,000 $ 10.590,000 General Obligation Debt - Governmental Funds $ 7,223,262 $ 7,069,933 $ 6,348,571 $ 5,576,146 General Obli a Lion Debt - Enterprise Funds $ 1,386,738 $ 665,068 $ 521,429 373,854 Tota General Obli Stion Debt $ 8,610,000 7,735,001 6,870,000 $ 51950,000 $ 16,540,000 Total Revenue and General Obligation Debt $ 14,584,587 $ 13,408,723 $ 13,280,000 3,17%1 2.57% 2.12% Governmental CO Debt Assessed Value (mrv Enter riseGODebt Assessed Value mry 0.30% 0.21% 0.14% Total General Obli ation Debt A.V. 3.47% 6.01% S2,830 $4,906 2.78% 2.26% Total Revenue and GO Debt .A.V. 5.37% 6.25% .General Obligation Debt Per Ca ita $2,705 $2,283 Total Revenue and GO Debt Per Capita $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 Psi era as a % of Assessed Value 2,794 2,733 2,540 2,606 2.60% 1 $ 216,698,235 S 223,202,115 $ 247,172,838 $ 263,528,984 - 6.62% $ 77,558 S 81,669 $ 97,312 $ 101,124 17.00% 25.84%1 18.48% 16.69% Harbor Enterprise Fund-Specific Data Total Revenues $1,831,275 $1,846,276 $1,943,424 $2,394,604 Total Operating Expenses $1,237,187 $1,149,701 $1,310,211 $1,434,638 Net Revenue Available for Debt Service $594,088 $696,575 $633,213 $959,966 Annual Debt Service Payments $243,568 $243,618 $255,5421 20,741 Debt Coverage 41 2,861 2.481 2.99 General 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 vear,' Unaudited/estimates D-3