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The City of Ketchikan, Alaska (the "City"), 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. 2016-05, adopted on
September 6, 2016 (the "Series Resolution," and together with the General Bond Resolution, the
"Bond Resolution"). The City covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. The City 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 City is an "Obligated Person" within the meaning of the Rule with respect to
the Bonds.
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 City pursuant to, and as
described in, Section 3 of this Disclosure Certificate.
"Fiscal Year" means the fiscal year of the City (currently the 12-month period ending
December 31) as such fiscal year may be changed from time to time as required by State law and
the City'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 1 5c2-1 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 ReRorts and Financial Statements. Commencing with
its Fiscal Year ending December 31, 2016, and for so long as the City 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 December
31), the City will provide to the MSRB the following:
(a) Not later than 210 days after the end of each Fiscal Year, i.e. not later than
July 28 after each current 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 City, 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 City 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 City 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 City 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 City 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 City'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 ndentaiver. Notwithstanding any other provision of this
Disclosure Certificate, the City 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 City;
(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 City 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 City notifies and provides the Issuer and the MSRB with the copies of
the opinions and amendments.
Page 2 = Continuing Disclosure Certificate - City of Ketchikan, Alaska
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 fit In the event of a failure of the City 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 City 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 City 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 City, 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 City is in compliance with all of its prior
undertakings pursuant to the Rule,
[SIGNATURE PAGE FOLLOWS]
Page 3 - Continuing Disclosure Certificate - City of Ketehikan, Alaska
DATED this 3 day of November. 2016.
CITY OF,1TCHIKAN, ALASKA
/
By:
Robert E.Newel1iP
Finance Director
Signature Page Continuing Disclosure Certificate City of Ketchikan, Alaska