Tab_101CONTINUING DISCLOSURE CERTIFICATE
The City and Borough of Juneau, Alaska (the "Borough"), executes and delivers this
Continuing Disclosure Certificate (the "Disclosure Certificate") in connection with the issuance
of $80,435,000 Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2016
Series Three (the "2016 Series Three Bonds") and $29,400,000 Alaska Municipal Bond Bank
General Obligation and Refunding Bonds, 2016 Series Four (the "2016 Series Four Bonds" and
together with the 2016 Series Three Bonds, the "Bonds"). The Bonds are being issued under the
General Bond Resolution of the Issuer 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, as
amended (the "General Bond Resolution"), and the Series Resolution No. 20 16-05, adopted on
September 6, 2016 (the "Series Resolution," and together with the General Bond Resolution, the
"Bond Resolution"). The Borough covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. The Borough is executing and
delivering this Disclosure Certificate for the benefit of the Beneficial Owners of the Bonds, and
to assist the Participating Underwriter in complying with Securities and Exchange Commission
("SEC") Rule 15c2-12(b)(5). The Borough is an "Obligated Person" within the meaning of the
Rule.
Section 2. Definitions. In addition to the definitions set forth in the Bond Resolution,
which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined
in this Section, the following capitalized terms shall have the following meanings:
"Annual Report" means any Annual Report provided by the Borough pursuant to, and as
described in, Section 3 of this Disclosure Certificate.
"Fiscal Year" means the fiscal year of the Borough (currently the 12-month period
ending June 30) as such fiscal year may be changed from time to time as required by State law
and the Borough's ordinances.
"Issuer" means the Alaska Municipal Bond Bank.
"MSRB" means the Municipal Securities Rulemaking Board.
"Participating Underwriter" means any of the original underwriters of the Bonds required
to comply with the Rule in connection with the offering of the Bonds.
"Rule" means Rule 15c2-1 2(b)(5) adopted by the SEC under the Securities Exchange Act
of 1934, as amended from time to time.
Section 3. Provision of Annual Reports and Financial Statements. Commencing with
its Fiscal Year ending June 30, 2017, and for so long as the Borough has outstanding with the
Issuer an amount of bonds equal to or greater than 10 percent of all bonds outstanding under the
General Bond Resolution as of the last day of the fiscal year of the Issuer (currently June 30), the
Borough will provide to the MSRB the following:
(a) Not later than 210 days after the end of each Fiscal Year, an Annual
Report for the Fiscal Year. The Annual Report shall contain or incorporate by reference
the following annual financial information and operating data: (i) annual financial
statements for the Borough, prepared in accordance with generally accepted accounting
principles applicable to governmental entities, as such principles may be changed from
time to time and (ii) financial information generally of the type included in Appendix D
of the Official Statement relating to the Bonds.
Any or all of these items may be incorporated by specific reference to documents
available to the public on the internet website of MSRB or filed with the Securities and
Exchange Commission. The Borough shall clearly identify each such other document so
incorporated by reference. The Annual Report may be submitted as a single document or
as separate documents comprising a package, provided that audited financial statements
of the Borough may be submitted separately from the remainder of the Annual Report.
(b) If not provided as part of the Annual Report, then promptly upon their
public release, the audited financial statements of the Borough for each Fiscal Year,
prepared in accordance with generally accepted accounting principles applicable to
governmental entities, as such principles may be changed from time to time.
Section 4. Notice of Failure to Provide Information. The Borough shall provide in a
timely manner to the MSRB notice of any failure to satisfy the requirements of Section 3 of this
Disclosure Certificate.
Section 5. Termination of Reporting Obligation. The Borough's obligations under
this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or
payment in full of its loan obligation with the Issuer and as otherwise described in Section 3 of
this Disclosure Certificate.
Section 6. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Certificate, the Borough may amend this Disclosure Certificate, provided that the
amendment meets each of the following conditions:
(a) The amendment is made in connection with a change in circumstances that
arises from a change in legal requirements, change in law, or change in the identity,
nature or status of the Borough;
(b) This Disclosure Certificate, as amended, would have complied with the
requirements of the Rule as of the date hereof, after taking into account any amendments
or interpretations of the Rule, as well as any changes in circumstances; and
(c) The Borough obtains an opinion of nationally recognized bond counsel to
the effect that the amendment will not adversely affect the Issuer's compliance with the
Rule or its continuing disclosure undertaking; and
(d) The Borough notifies and provides the Issuer and the MSRB with the
copies of the opinions and amendments.
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Any such amendment may be adopted without the consent of any Beneficial Owner of
any of the Bonds, notwithstanding any other provision of this Disclosure Certificate or the Bond
Resolution.
The first Annual Report containing amended operating data or financial information
pursuant to an amendment of this Disclosure Certificate shall explain, in narrative form, the
reasons for the amendment and its effect on the type of operating data and financial information
being provided.
Section 7. Default. In the event of a failure of the Borough to comply with any
provision of this Disclosure Certificate, any Beneficial Owner may take such actions as may be
necessary and appropriate, including an action to compel specific performance, to cause the
Borough to comply with its obligations under this Disclosure Certificate. No failure to comply
with any provision of this Disclosure Certificate shall be deemed an Event of Default under the
Bond Resolution, and the sole legal remedy under this Disclosure Certificate in the event of any
failure of the Borough to comply with this Disclosure Certificate shall be an action to compel
specific performance.
Section 8. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit
of the Borough, the Issuer, the Trustee, the Participating Underwriter, and the Beneficial Owners
from time to time of the Bonds, and shall create no rights in any other person or entity.
Section 9. Prior Compliance. The Borough is in compliance with all of its prior
undertakings pursuant to the Rule.
[SIGNATURE PAGE FOLLOWS]
Page 3 - Continuing Disclosure Certificate - City and Borough of Juneau, Alaska
DATED this 3rd day of November 2016.
CITY AND BOROUGH OF JUNEAU,
ALASKA
By
Signature Page - Continuing Disclosure Certificate - City of and Borough of Juneau, Alaska