Tab_59-j"Ziri'd SERVE DEPOSITARY AGREEMENT
(Sui2 j2 lement Rese rve I12I.J *1I Agreementl •I*.'t! O ctober Ii,iiir
Between
City of Seward, Alaska
and
The Bank of New York Mellon Trust Company, NA.,
as Depositary
Dated as of October 28, 2016
Re: $190,000
City of Seward, Alaska
Harbor Improvement Revenue Refunding Bond, 2007
(Replacement Bond)
and
Re: $1,055,000
City of Seward, Alaska
Harbor Improvement Revenue Refunding Bond, 2016
(00664i38}
This Reserve Depositary Supplement Agreement is dated October 28, 2016 (this
"Supplement Agreement") and is between the City of Seward, Alaska, a municipal corporation
of the State of Alaska (the "City"), and The Bank of New York Mellon Trust Company, N.A.,
a national banking association duly established and validly existing under and by virtue of the
laws of the United States, with its corporate trust office located in San Francisco, California, as
Depositary (the "Depositary").
WITNESSETH:
WHEREAS, the Depositary and City entered into a Reserve Depositary Agreement
dated October 30, 2014 (the "Agreement") for purposes of holding reserve funds related to the
City's (i) Harbor Improvement Revenue Bonds, 2005, (ii) Harbor Improvement Revenue Bonds,
2006, (iii) Harbor Improvement Revenue Refunding Bond, 2014 Series A, and (iv) Harbor
Improvement Revenue Refunding Bond, 2014 Series B (collectively referred to herein as the
"Prior Bonds"); and
WHEREAS, issued on a parity with the Prior Bonds is the City's Harbor Revenue
Refunding Bonds, 2007 (the "2007 Bond"); and
WHEREAS, payment of principal of and interest on the Prior Bonds, the 2007 Bond,
and harbor revenue bonds issued by the City on parity therewith, is secured by amounts held in a
reserve account (the "Reserve Account"); and
WHEREAS, certain amounts required for deposit into the Reserve Account are currently
held by the Depositary pursuant to the terms of the Agreement; and
WHEREAS, on or about the date hereof the City is issuing its Harbor Revenue
Refunding Bond, 2016 (the "2016 Bond," and together with the Prior Bonds and the 2007 Bond,
the "Bonds") to currently refund a portion of the principal installments of the 2007 Bond; and
WHEREAS, the Alaska Municipal Bond Bank (the "Bond Bank") is the registered
owner of the Bonds and requires that amounts held in the Reserve Account securing payment of
the Bonds be held by the Depositary, as trustee of bonds issued by the Bond Bank; and
WHEREAS, the City and Depositary agree to supplement the Agreement with this
Supplement Agreement to include on deposit with the Depositary amount held in the Reserve
Account and attributable to the 2007 Bond and 2016 Bond; and
WHEREAS, the terms and conditions set forth in the Agreement equally apply to
additional amounts deposited on or about the date hereof, unless specifically amended by this
Supplement Agreement; and
WHEREAS, the Depositary has determined that it is willing to enter into this
Supplement Agreement and to carry out the duties set forth herein and in the Agreement.
{OO664IR}
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, and for other good, fair and valuable considerations and reasonably equivalent value,
the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the
Depositary and the City do agree as follows, intending to be legally bound:
Section 1. Establishment of Additional Subaccounts and Release of Funds
The Depositary hereby creates the following additional accounts under the terms of the
Agreement: (i) the 2007 Reserve Subaccount, and (ii) the 2016 Reserve Subaccount.
The City shall, on or about the date hereof, transfer to Depositary the amount of
$247,300.02. The Depositary shall deposit such funds as follows:
(a) The amount of $43,591.44 shall be deposited into the 2007 Reserve Subaccount,
and held by the Depositary pursuant to the terms of the Agreement.
(b) The amount of $203,708.58 shall be deposited into the 2016 Reserve Subaccount
and held by the Depositary pursuant to the terms of the Agreement.
The Depositary shall transfer $17,098.28 held in the 2007 Reserve Subaccount to The
Bank of New York Mellon Trust Company, N.A. as trustee (the "Trustee") of the Alaska
Municipal Bond Bank's General Obligation Bonds, 2007 Series One, for payment of a portion of
the 2007 Bond debt service due on December 1, 2016. The Depositary agrees to transfer such
funds to the Trustee on November 22, 2016 pursuant to the Disbursement Direction attached
hereto as Exhibit A.
The Depositary agrees to establish and maintain the "2007 Reserve Subaccount" and the
"2016 Reserve Subaccount" in its capacity as Depositary, acting as a custodian for the benefit of
the City, pursuant to the terms of the Agreement. All amounts held in the subaccount shall
remain the property of the City.
Section 3. Disbursement of Amounts Held in the Account
Moneys deposited in the Account shall be paid out from time to time by the Depositary
within two (2) business days after receipt by the Depositary of a direction of the City, properly
completed and executed in substantially the form of Exhibit A attached hereto. In no event shall
funds on deposit in the Account be used to pay, reimburse or otherwise compensate the Depositary
(including its agents and assigns) for any of its duties set forth in this Depositary Agreement. It
being understood by the Depositary that amounts held in the Account are intended for the
exclusive benefit and security of the registered owners of the Bonds.
Section 4. Incorporation of Whereas Clauses
The Whereas Clauses set forth above shall by this reference be incorporated into this
Supplement Agreement as if fully set forth herein.
(OO66438}
Section 5. Agreement in Full Force
This Supplement Agreement and all the terms and provisions herein contained shall form
part of the Agreement as fully and with the same effect as if, all such terms and provisions had
been set forth in the Agreement. The Agreement is hereby ratified and confirmed and shall
continue in full force and effect in accordance with the terms and provisions thereof, as amended
hereby.
IN WITNESS WHEREOF, the parties have been duly executed this Depositary
Agreement as of the date first above written.
[II WiS] 'J*1ALi WIY
By
__
)
Name: Kristin M. Erchingc
Title: Finance Director
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Depositary
By
Name:
Title:
(0066413) 3
ISO 4611,
Disbursement Direction
To: The Bank of New York Mellon Trust Company, N.A.
Date: October 28, 2016
Attention: Corporate Trust Division, Public Finance Group
Re: Reserve Account Depositary Agreement dated as of October 30, 2014
as Supplemented on November 1, 2016
between
City of Seward, Alaska
and
The Bank of New York Mellon Trust Company, N.A., as Depositary
(the "Depositary Agreement")
Ladies and Gentlemen:
You are hereby authorized and directed as Depositary under the above-referenced Reserve
Account Depositary Agreement to transfer $17,098.28 to The Bank of New York Mellon Trust
Company, NA., as trustee of the Alaska Municipal Bond Bank General Obligation Bonds, 2007
Series One, on November 22, 2016.
CITY OF SEWARD, ALASKA
By:
Name: Kristin M. Erchinger
Title: Finance Director
(00664138) 4
q mi
and
The Bank of New York Mellon Trust Company, N.A.,
as Depositary
Dated as of October 30, 2014
Re: City of Seward
Harbor Improvement Revenue Refunding Bonds, Series 2014
This Depositary Agreement is dated October 30, 2014 (this "Agreement") and is between
the City of Seward, Alaska, a municipal corporation of the State of Alaska (the "City"), and
The Bank of New York Mellon Trust Company, N.A., a national banking association duly
established and validly existing under and by virtue of the laws of the United States, with its
corporate trust office located in San Francisco, California, as Depositary (the "Depositary").
WITNESSETH:
WHEREAS, the Alaska Municipal Bond Bank (the "Bond Bank") issued its Alaska
Municipal Bond Bank General Obligation and Refunding Bonds, 2014 Series Three, in the
aggregate principal amount of $55,370,000 (the "2014 Series Three Bonds"), pursuant to its
2005 General Obligation Bond Resolution, adopted by the Board of Directors of the Bond Bank on
July 13, 2005 (the "2005 General Bond Resolution") and Resolution No. 2014-03, adopted by the
Board of Directors of the Bond Bank on September 4, 2014 (the "Series Resolution," and together
with the 2005 General Bond Resolution, the "Bond Resolution"); and
WHEREAS, the 2014 Series Three Bonds were issued for the purpose of providing funds,
inter alia, for a loan to the City (the "City Loan") in two series. The Harbor Improvement
Revenue Refunding Bond, '2014 Series A (the "Series A Bond") was issued to advance refund a
portion of the Harbor Improvement Revenue Bonds, 2005 (the "2005 Bond"), pursuant to the
terms of a Loan Agreement dated October 1, 2005, as amended by an Amendatory Loan
Agreement dated as of October 1, 2014 (the "Loan A Agreement"), between the City and the
Bond Bank. The Harbor Improvement Revenue Refunding Bond, 2014 Series B (the "Series B
Bond") was issued to advance refund a portion of the Harbor Revenue Bonds, 2006 (the "2006
Bond," and together with the 2005 Bond, the "Prior Bonds"), which are issued pursuant to a
Loan Agreement dated June 1, 2006, as amended by an Amendatory Loan Agreement dated as of
October 1, 2014 (the "Loan B Agreement," collectively with Loan A Agreement, the "Loan
Agreement"), between the City and the Bond Bank; and
WHEREAS, the City authorized the City Loan and the Loan Agreement by Resolution
No. 2014-065, adopted on August 11, 2014 (the "Resolution"), and pursuant to the Resolution,
the City issued to the Bond Bank the City's Harbor Improvement Revenue Refunding Bond,
2014 Series A and Series B (the "City Bond"), to evidence and secure the City's obligations
under the Loan Agreement; and
WHEREAS, as required by the Loan Agreement, the Bond Resolution authorized the
City to create and maintain a Reserve Account (the "Reserve Account") to secure its obligations
under the Loan Agreement; and
WHEREAS, the Bond Bank requires that the Reserve Account be held by the Depositary
as the trustee for the Bond Bank under the terms of the Bond Resolution; and
WHEREAS, the Bond Bank requires that the City have four Reserve Subaccounts as
follows:
1. Series A Bond Reserve Account (refunded 2005 Bond)
2. Series B Bond Reserve Account (refunded 2006 Bond)
3. Unrefunded 2005 Bond
4. Unrefunded 2006 Bond; and
WHEREAS, the Bond Resolution provides that the Reserve Account may secure
additional Harbor Improvement bonds of the City issued on a parity of lien with the City Bond in
accordance with certain conditions set forth in the Bond Resolution (the "Future Parity Bonds");
and
WHEREAS, the City may, from time to time, request that the Depositary accept
additional deposits to the Reserve Account held hereunder in connection with the City's issuance
of Future Parity Bonds to the Bond Bank; and
WHEREAS, the Depository has determined that it is willing to enter into this Agreement
and to carry out the duties set forth herein.
• NOW, THEREFORE, in consideration of the covenants and agreements herein
contained, the parties hereto agree as follows, intending to be legally bound:
Section 1. Establishment of Account
The City hereby deposits with the Depositary the total sum of $442898.26 to be held by
the Depositary. The Depositary accepts said sum and agrees to establish and maintain a separate
account (the "Account") therefor in its capacity as Depositary, acting as a custodian for the
benefit of the City, pursuant to the terms of this Agreement. The Account established hereby
shall remain the property of the City. Subaccounts will be established within the Account in the
following amounts: Series A Bond $97,329.93, Series B Bond $295,446.30, Unrefunded 2005
Bond $8,168.33, and Unrefunded 2006 Bond $41,953.70. Other subaccounts may be established
when deemed necessary or convenient by the City or the Depositary. The Depositary shall have
custody of the Account, which shall be held on behalf of and for the benefit of the City and kept
separate from the other assets of the Depositary, and the money on deposit in the Account shall
be held, invested and disbursed as directed by the City pursuant to this Agreement.
From time to time hereafter, if the City issues Future Parity Bonds to the Bond Bank, the
Depositary agrees to accept additional deposits for the Reserve Account held under this
Agreement on the terms and conditions set forth in this Agreement. Each such additional deposit
shall be described and approved in writing by the City and the Depositary in substantially the
form set forth as Exhibit C to this Agreement.
Section 2, Investments
(a) The Depositary agrees to invest and reinvest funds in the Account in a Permitted
Investment (as defined below) as directed in writing by the Authorized Representative of the
City.
Authorized Representative of the City means the Finance Director and her or his
designee.
2
Permitted Investment means securities in which the City may invest under the Seward
City Code and the laws of the State of Alaska, as amended from time to time, and subject to the
limitations and procedures set forth therein.
(b) The City recognizes and agrees that the Depositary will not provide supervision,
recommendations, or advice relating to either the investment of money held in the Account or the
purchase, sale, retention, or other disposition of any Permitted Investment. The City shall be
solely responsible for complying with the provisions of any law, rule, or regulation concerning
the investment of public funds. Earnings on Permitted Investments shall be added to the
Account. The Depositary shall be under no obligation to invest money in the Account other than
as directed by the City. Any loss or expense incurred as a result of an investment will be borne
by the Account. In no event shall the Depositary be liable for the selection of investments or for
investment losses incurred thereon.
(c) The Depositary is hereby authorized to trade with itself and any affiliated entity in
the purchase and sale of securities for investment, and is authorized to execute purchases and
sales of Permitted Investments through the facilities of its own trading or capital markets
operations or those of any affiliated entity. The Depositary shall send statements to the City on a
monthly basis reflecting activity in the Account for the preceding month. Although the City
recognizes that it may obtain a broker confirmation or written statement containing comparable
information at no additional cost, the City hereby agrees that confirmations of Permitted
Investments are not required to be issued by the Depositary for each month in which a monthly
statement is rendered.
(d) The City acknowledges and agrees that the delivery of the funds held hereunder is
subject to the sale and final settlement of Permitted Investments. Proceeds of a sale of Permitted
Investments will be delivered on the business day on which the appropriate instructions are
delivered to the Depositary if received prior to the deadline for same day sale of such Permitted
Investments. If such instructions are received after the applicable deadline, proceeds will be
delivered on the next succeeding business day.
(e) The Depositary shall cooperate and provide records as reasonably requested and
in its possession by the Authorized Representative of the City in order for the City to comply
with their requirements to compute and pay arbitrage rebate with respect to the funds held
hereunder.
Section 3. Disbursement of Account
Money deposited in the Account shall be paid out from time to time by the Depositary
within two business days after receipt by the Depositary of a direction of the City, properly
completed and executed in substantially the form of Exhibit A attached hereto.
Section 4. Concerning the Depositary
Notwithstanding any provision contained herein to the contrary, the Depositary, including
its officers, directors, employees, and agents, shall:
(a) not be liable for any action taken or omitted under this Agreement so long as it
shall have acted in good faith and without gross negligence;
(b) have no responsibility to inquire into or determine the genuineness, authenticity,
or sufficiency of any securities, checks, or other documents or instruments submitted to it in
connection with its duties hereunder;
(c) be entitled to deem the signatories of any documents or instruments submitted to
it hereunder as being those purported to be authorized to sign such documents or instruments on
behalf of the City, and shall be entitled to rely upon the genuineness of the signatures of such
signatories without inquiry and without requiring substantiating evidence of any kind;
(d) have no responsibility or liability for any diminution in value of any assets held
hereunder which may result from any investments or reinvestment made in accordance with any
provision which may be contained herein;
(e) be entitled to compensation for its services hereunder as per Exhibit B attached
hereto, which is made a part hereof, and for reimbursement of its out-of-pocket expenses
including, but not by way of limitation, the fees and costs of attorneys or agents which it may
find necessary to engage in performance of its duties hereunder, all to be paid by the City, and
the Depositary shall have, and is hereby granted, a prior lien upon any property, cash, or assets of
the Account, with respect to its unpaid fees and nonreimbursed expenses, superior to the interests
of any other persons or entities, the aforesaid lien being junior, in all respects, to the lien on the
account in favor of bond holders;
(f) be entitled and is hereby granted the right to set off and deduct any unpaid fees
arid/or nonreimbursed expenses from amounts on deposit in the Account;
(g) be, and hereby is indemnified and saved harmless, to the extent permitted by law,
by the City from all losses, liabilities, costs and expenses, including attorney fees and expenses,
which may be incurred by it as a result of its acceptance of the Account or arising from the
performance of its duties hereunder, unless such losses, liabilities, costs and expenses shall have
been finally adjudicated to have resulted from the bad faith or gross negligence of the
Depositary, and such indemnification shall survive its resignation or removal, or the termination
of this Agreement;
(h) be under no obligation to institute any suit or action or other proceeding under this
Agreement or to enter any appearance in any suit, action or proceeding in which it may be a
defendant or to take any steps in the enforcement of its rights and powers hereunder, nor shall be
deemed to have failed to take any such action, unless and until it shall have been indemnified by
the City to its satisfaction against any and all costs and expenses, outlays, counsel fees and
expenses, and other disbursements, including its own reasonable fees, and if any judgment,
decree or recovery be obtained by the Depositary, payment of all sums due it, as aforesaid, shall
be a first charge against the amount of any such judgment, decree or recovery. No provision of
this Agreement shall require the Depositary to risk or expend its own funds; it being understood
and agreed that due to the fact that the City cannot contract debt except for capital purposes
11.
authorized by vote of the people that any obligation of the City to pay amounts pursuant to this
section shall be subject to appropriation;
(i) have only those duties as are specifically provided herein and shall neither be
responsible for, nor chargeable with, knowledge of the terms and conditions of any other
agreement, instrument, or document between the other parties hereto, in connection herewith.
This Agreement sets forth all matters pertinent to the Account, and no additional obligations of
the Depositary shall be inferred from the terms of this Agreement or any other agreement. IN
NO EVENT SHALL THE DEPOSITARY BE LIABLE, DIRECTLY OR INDIRECTLY, FOR
ANY (i) DAMAGES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED
HEREUNDER, OTHER THAN DAMAGES WHICH RESULT FROM THE DEPOSITARY'S
FAILURE TO ACT IN ACCORDANCE WITH THE STANDARDS SET FORTH IN THIS
AGREEMENT; OR (ii) SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF
THE DEPOSITARY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
(j) have the right, but not the obligation, to consult with counsel of choice and shall
not be liable for action taken or omitted to be taken by Depositary either in accordance with the
advice of such counsel or in accordance with any opinion of counsel to the City addressed and
delivered to the Depositary;
(k) not have any liability or obligation with respect to any failure or delay in the
performance of its obligations under this Agreement arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of
God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots;
interruptions, loss or malfunctions of utilities, computer (hardware or software), or
communications services; accidents; labor disputes; acts of civil or military authority or
governmental actions; it being understood that the Depository shall use reasonable efforts which
are consistent with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances; and
(1) have the right to perform any of its duties hereunder through agents, attorneys,
custodians, or nominees, and shall not be responsible for the misconduct or negligence of such
agents, attorneys, custodians, and nominees appointed by it with due care.
The Depositary shall have the right to accept and act upon instructions, including funds
transfer instructions ("Instructions") given pursuant to this Agreement and delivered using
Electronic Means; provided, however, that the City shall provide to the Depositary an
incumbency certificate listing officers with the authority to provide such Instructions
("Authorized Officers") and containing specimen signatures of such Authorized Officers, which
incumbency certificate shall be amended by the City whenever a person is to be added or deleted
from the listing. If the City elects to give the Depositary Instructions using Electronic Means
and the Depositary in its discretion elects to act upon such Instructions, the Depositary's
understanding of such Instructions shall be deemed controlling. The City understands and agrees
that the Depositary cannot determine the identity of the actual sender of such Instructions and
that the Depositary shall conclusively presume that directions that purport to have been sent by
an Authorized Officer listed on the incumbency certificate provided to the Depositary have been
sent by such Authorized Officer. The City shall be responsible for ensuring that only Authorized
Officers transmit such Instructions to the Depositary and that the City and all Authorized
Officers are solely responsible to safeguard the use and confidentiality of applicable user and
authorization codes, passwords, and/or authentication keys upon receipt by the City. The
Depositary shall not be liable for any losses, costs, or expenses arising, directly or indirectly,
from the Depositary's reliance upon and compliance with such Instructions notwithstanding such
directions conflict or are inconsistent with a subsequent written instruction. The City agrees:
(i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the
Depositary, including, without limitation, the risk of the Depositary acting on unauthorized
Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed
of the protections and risks associated with the various methods of transmitting Instructions to
the Depositary and that there may be more secure methods of transmitting Instructions than the
method(s) selected by the City; (iii) that the security procedures (if any) to be followed in
connection with its transmission of Instructions provide to it a commercially reasonable degree
of protection in light of its particular needs and circumstances; and (iv) to notify the Depositary
immediately upon learning of any compromise or unauthorized use of the security procedures.
"Electronic Means" shall mean the following communications methods: S.W.I.F.T., e-
mail, facsimile transmission, secure electronic transmission containing applicable authorization
codes, passwords and/or authentication keys issued by the Depositary, or another method or
system specified by the Depositary as available for use in connection with its services hereunder.
Any banking association or corporation into which the Depositary may be merged,
converted, or with which the Depositary may be consolidated, or any corporation resulting from
any merger, conversion, or consolidation to which the Depositary shall be a party, or any
banking association or corporation to which all or substantially all of the corporate trust business
of the Depositary shall be transferred, shall succeed to all the Depositary's rights, obligations,
and immunities hereunder without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary notwithstanding.
Section 5. Resignation or Removal of Depositary
Each of the City and the Depositary may terminate this Agreement by giving thirty days
prior written notice to the other party. In such event, the duties of the Depositary shall terminate
thirty days after receipt of such notice (or as of such earlier date as may be mutually agreeable)
and the Depositary shall then deliver the balance of the money or assets then in its possession to
the City or as the City shall direct.
Section 6, Notices
Any notice, direction, or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and be given in person, by facsimile
transmission, courier delivery service, or by mail, and shall become effective (a) on delivery if
given in person; (b) on the date of delivery if sent by facsimile or by courier delivery service; or
(c) four business days after being deposited in the mails, with proper postage for first-class
registered or certified mail, prepaid.
me
Until notified in writing by the appropriate party of a change to a different address,
notices shall be addressed as follows:
(i) if to the City:
City of Seward
Attn: Finance Department
P.O. Box 167
410 Adams Street
Seward, AK 99664
Fax: 907.224.4038
(ii) if to the Depositary:
The Bank of New York Mellon Trust Company, N.A.
Attn: Corporate Trust Public Finance Group
100 Pine Street, Suite 3100
San Francisco, CA 94111
Fax: 415.399.1647
Section 7. Governing Law, Counterparts
This Agreement shall be construed in accordance with the laws of the State of Alaska. It
may be executed in several counterparts, each one of which shall constitute an original and all
collectively shall constitute but one instrument.
Section 8. Amendment, Modification or Waiver
This Agreement may be amended or modified and any term of this Agreement may be
waived if such amendment, modification, or waiver is in writing and signed by all parties.
Section 9. Assignments of Interests
No assignment of the interest of either of the parties hereto shall be binding in the
absence of the written consent of the other party, provided, however, that the Depositary may
assign its interest under the circumstances set forth in the last paragraph of Section 4 hereof
without such written consent.
Section 10. Waiver of Trial by Jury
Each party hereto hereby agrees not to elect a trial by jury of any issue triable of right by
jury, and waives any right to trial by jury fully to the extent that any such right shall now or
hereafter exist with regard to this Agreement, or any claim, counterclaim or other action arising
in connection herewith. This waiver of right to trial by jury is given knowingly and voluntarily
by each party, and is intended to encompass individually each instance and each issue as to
which the right to a trial by jury would otherwise accrue.
7
IN WITNESS WHEREOF, the parties have been duly executed this Depositary
Agreement as of the date first above written.
City of Seward, Alaska
By:
Kristin Erchinger
Finance Director
The Bank of New York Mellon Trust Company,
N.A., as Depositary
11
By:
Name:( Mel-<c
Title: Vc PK,dei-A
Disbursement Direction
To: The Bank of New York Mellon Trust Company, N.A.
Attention: Corporate Trust Division, Public Finance Group
Re: Reserve Depositary Agreement dated as of October 30, 2014 between the City of
Seward, Alaska, and The Bank of New York Mellon Trust Company, N.A., as
Depositary (the "Depositary Agreement")
Ladies and Gentlemen:
You are hereby authorized and directed as Depositary under the above-referenced
Depositary Agreement to wire $ to
City of Seward, Alaska
am
Name:
Title:
Ell
I I) 11
Fee Schedule
10
City of Seward Harbor Improvement Revenue Refunding Bonds,
Series 2014
Date: October 22, 2014
BNJY Mellon Corporate Trust
Fee Schedule for City of Steward
Fee Schedule
Subject to the Terms and Disclosures below, upon appointment of The Bank of New York Mellon Trust Company, N.A. ("BNYM" or
"us" or "affiliates" or "subsidiaries") in the roles as outlined within this Fee Schedule (this "Fee Schedule"), City of Steward
("Customer") shall be responsible for the payment of the fees, expenses and charges as set forth herein. Fees are payable or
accrue at the time of the execution of the governing documents (the "Transaction Documents") in connection with the closing of
the transaction (the "Transaction") which is the subject of this Fee Schedule.
Genera' Fees
An annual fee of covering the duties and responsibilities related to functions under the Depositary Agreement, maintenance of
account and performance of transactions required by the agreement. This fee is payable in advance for the year and shall not be
prorated
ctivity Fees -'
BNYM will charge a $35 transaction fee for the purchase, sale, or maturity of commercial paper and U.S. treasuries, agencies or
draws upon LAIF, CAMP, County Pools, and any investment contracts or agreements.
A fee of $35 per disbursement will be assessed for each cash disbursement or requisition.
With respect to investments in money market mutual funds for which BNYM provides shareholder services, BNYM (or its affiliates)
may receive fees from the mutual funds (or their affiliates) for shareholder services as set forth in the Authorization and Direction
to Invest Cash Balances in Money Market Mutual Funds or other similar fees described in the fund prospectus.
PRIVATE AND CONFIDENTIAL
The information contained within this Fee Schedule is the proprietary information of The Bank of New York Mellon and is confidential, This document either
in whole or in part, must not be reproduced or disclosed to others or used for purposes other than that for which it has been supplied without the prior
written permission of The Bank of New York Mellon,
2
BNY Mellon Corporate Trust
Fee Schedule for City of Steward
'If a legal opinion is to be provided by BNYM internal counsel, Customer will be charged the amount of $1,000 and such amount
will be payable upon the closing of the Transaction. In the event that the Transaction is terminated prior to closing, Customer will
remain responsible for charges for BNYM counsel time incurred up to and including the termination date,
The charges for performing extraordinary or otner services not contemplated at the time of the execution of the Transaction
Documents or not specifically covered elsewhere in this schedule will be commensurate with the service to be provided and may
be charged in BNY Mellon's sole discretion. If it is contemplated that BNY Mellon hold/and or value collateral, additional
acceptance, administration and counsel review fees will be applicable to the agreement governing such services. If the bonds are
converted to certificated form, additional annual fees will be charged for any applicable tender agent and/or registrar/paying
agent services. Additional information will be provided at such time. If all outstanding bonds of a series are defeased or
redeemed, or BNY Mellon is removed as paying agent prior to the maturity of the bonds, a termination fee may be assessed at
that time.
Miscellaneous fees and expenses may include, but are not necessarily limited to supplemental agreements, tender processing, the
preparation and distribution of sinking fund redemption notices, optional redemption, failed remarketing processing, preparation
of special or interim reports, UCC filing fees, auditor confirmation fees, wire transfer fees, Letter of Credit drawdown fees,
transaction fees to settle third-party trades, and reconcilement fees to balance trust account balances to third-party investment
provider statements. Counsel, accountants, special agents and others will be charged at the actual amount of fees and expenses
billed. FDIC or other governmental charges will be passed along as incurred. Reimbursement will be required for any out-of-pocket
expenses and will be invoiced to the Customer at cost.
Customer agrees to reimburse BNYM for extraordinary expenses incurred by it in connection with the Transaction to the extent
permitted by law.
Unless specifically listed in this Fee Schedule, the fees, expenses and disbursements of BNYM legal counsel are not included in the
charges listed above.
Default Administration
If an event of default occurs under the Transaction Documents, the services of each employee of BNYM administering such default
will be charged at the prevailing hourly rate for default administration services as set out from time to time, In addition, all of
BNYM's costs and expenses including but not limited to any legal costs, travel costs and applicable taxes shall be charged to
Customer.
Negative Interest Rates - Charges
With respect to any funds invested by BNYM in connection with the Transaction, if: (I) any recognized overnight benchmark rate
or any official overnight interest rate set by a central bank or other monetary authority is negative or zero; or (ii) any market
counterparty or other institution applies a negative interest rate or any related charge to any account or balance of BNYM or any
account or balance opened for You by BNYM, BNYM may apply a charge to any of Your accounts or balances. BNYM will give You
prompt written notice of the application of any such charges. You acknowledge and agree that the application of such a charge
by BNYM may cause the effective interest rate applicable to Your account or balance to be negative, notwithstanding that one or
more of the rates set by third parties specified in clauses (i) and (ii) above may be positive.
PRIVATE AND CONFIDENTIAL
The Information contained within this Fee Schedule is the proprietary information of The Bank of New York Mellon and Is confidential. This document, either
In whole or In part, must not be reproduced or disclosed to others or used for purposes other than that for which it has been supplied without the prior
written permission of The Bank of New York Mellon,
BNY Mellon Corporate Trust
Fee Schedule for City of Steward
Terms and Disclosures
General
BNYM's final acceptance of its appointment pursuant to the Transaction Documents is subject to the full review and approval of all
related documentation and standard Know Your Customer procedures. In the event that this Transaction does not proceed with
BNYM in the roles contemplated by this Fee Schedule and the Transaction Documents, Customer will be responsible for payment
of any external counsel fees and expenses and out-of-pocket expenses which BNYM may have incurred up to and including the
termination date.
Customer shall be responsible for filing any applicable information returns with the U.S. Department of Treasury, Internal Revenue
Service in connection with payments made by BNYM to vendors who have not performed services for BNYM's benefit under the
various bond or note issuances or other undertakings contemplated by this Fee Schedule.
The Bank of New York Mellon Corporation is a global financial organization that operates in and provides services and products to
clients through its affiliaes and subsidiaries located in multiple jurisdictions (the "BNY Mellon Group"). The BNY Mellon Group
may (i) centralize in one or more affiliates and subsidiaries certain activities (the "Centralized Functions"), including audit,
accounting, administration, risk management, legal, compliance, sales, product communication, relationship management, and
the compilation and analysis of information and data regarding Customer (which, for purposes of this provision, includes the name
and business contact information for Customer employees and representatives) and the accounts established pursuant to the
Transaction Documents ("Customer Information") and (H) use third party service providers to store, maintain and process
Customer Information ("Outsourced Functions"). Notwithstanding anything to the contrary contained elsewhere in this Fee
Schedule or the Transaction Documents and solely in connection with the Centralized Functions and/or Outsourced Functions,
Customer consents to the disclosure of, and authorizes BNY Mellon to disclose, Customer Information to (i) other members of the
BNY Mellon Group (and their respective officers, directors and employees) and to (H) third-party service providers (but solely in
connection with Outsourced Functions) who are required to maintain the confidentiality of Customer Information, in addition,
the BNY Mellon Group may aggregate Customer Information with other data collected and/or calculated by the BNY Mellon
Group, and the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the
aggregated data in a format that identifies Customer Information with Customer specifically. Customer represents that it is
authorized to consent to the foregoing and that the disclosure of Customer Information in connection with the Centralized
Functions and/or Outsourced Functions does not violate any relevant data protection legislation. Customer also consents to the
disclosure of Customer Information to governmental and regulatory authorities in jurisdictions where the BNY Mellon Group
operates and otherwise as required by law.
Please note the fees quoted in this Fee Schedule are based upon the information available at the present time. Further quotes
may be provided once the structure of the deal has been finalized, Annual Fees cover a period of one year and any portion thereof
and are not subject to pro-ration. Fees may be subject to adjustment during the life of the engagement.
Advance Fees
BNYM requires that Customer agree to the fees quoted in this Fee Schedule prior to the commencement of any work or the
provision of any services by BNYM in relation to the Transaction. In the event that BNYM provides any services to Customer prior
to your agreement to the fees quoted herein, the commencement of such work or the provision of such services shall not be
deemed to constitute a waiver of the fees listed in this Fee Schedule. BNYM reserves the right to cease providing services until
such time as Customer agrees to the fees quoted herein. BNYM reserves the right to request that any and all fees due and payable
pursuant to this Fee Schedule and related in any way to the Transaction are paid in advance (either in whole or in part) prior to the
provision of any services.
Acceptance/Revocation of Offer
You may agree to the fees quoted herein by (i) executing this Fee Schedule and returning it to us, (ii) closing the Transaction, or
(iii) instructing us or continuing to instruct us after receipt of this Fee Schedule, Upon the earlier to occur of (i), (U) and (Hi), the
fees quoted herein shall be deemed accepted by you. If you agree to the fees quoted herein, the terms of this Fee Schedule shall
PRIVATE AND CONFIDENTIAL
The information contained within this Fee Schedule is the proprietary information of The Bank of New York Mellon and is confidential, This document, either
In whole or In part, must not be reproduced or disclosed to others or used for purposes other than that for which it has been Supplied without the prior
written permission of The Bank of New York Mellon,
4
BNY Mellon Corporate Trust
Fee Schedule for City of Steward
supersede any prior fees quoted with respect to the Transaction. BNYM may revoke the terms of this Fee Schedule if the
Transaction does not close within three months from the date of this Fee Schedule. Should the Transaction fail to close for any
reason, a termination fee equal to BNYM's Acceptance Fee, any external counsel fees, expenses and disbursements and all out-of-
pocket expenses will apply.
Confidential Information
All information provided to Customer by BNYM must remain confidential and may not be intentionally disclosed, reproduced,
copied, published, or displayed in any form to any third party without BNYM's prior written approval.
Customer Notice Required By the USA Patriot Act
To help the U.S government fight the funding of terrorism and money laundering activities, US Federal law requires all financial
institutions to obtain, verify and record information that identifies each person (whether an individual or organization) for which a
relationship is established. When Customer establishes a relationship with BNYM, we will ask Customer to provide certain
information (and documents) that will help us to identify Customer. We will ask for your organization's name, physical address,
tax identification or other government registration number and other information that will help us identify Customer. We may
also ask for a Certificate of Incorporation or similar document or other pertinent identifying documentation for your type of
organization.
City of Steward hereby accepts and agrees to the fees and the terms and conditions set forth in this Fee
Schedule.
By: 4Z) 'iii'
Name: Er (Print name in full)
Title: (
Date: jQ'O- fL
PRIVATE AND CONFIDENTIAL
The information contained within this Fee Schedule is the proprietary Information of The Bank of New York Mellon and is confidential. This document, either
in whole or in part, must not be reproduced or disclosed to others or used for purposes other than that for which It has been supplied without the prior
written permission of The Bank of New York Mellon.
iiuiiir
Form for Additional Deposits
To: The Bank of New York Mellon Trust Company, N.A.
Attention: Corporate Trust, Public Finance Group
Re: Reserve Depositary Agreement dated October 30, 2014 By and between the City
of Seward, Alaska (the "City"), and The Bank of New York Mellon Trust
Company, N.A., as Depositary (the "Depositary Agreement")
Ladies and Gentlemen:
You are hereby authorized and directed as Depositary under the above-referenced
Depositary Agreement to accept
$________________ for deposit to the Reserve Account in
connection with the City's issuance of the Future Parity Bond to the Bond Bank as described
below.
The Future Parity Bond is the City's f Bond, 1
(the "Bond"), issued pursuant to Ordinance No. F 1, passed on ' , 20j (the "Bond
Ordinance"). The Bond will be delivered to the Alaska Municipal Bond Bank (the "Bond
Bank") to evidence and secure the City's obligations pursuant to the terms of a Loan Agreement,
dated as of [_, 20j, between the Bond Bank and the City. The Loan Agreement
and the Bond Ordinance require this deposit to the Reserve Account to secure its obligations
under the Bond and Loan Agreement.
City of Seward, Alaska
to
Name:
Title:
11