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Tab_600-- U A- W a- a a- W - = ~ Between and The Bank of New York Mellon Trust Company, N.A., as Depositary Dated as of October 27, 2016 Re: $175,000 City of Bethel, Alaska Lease Revenue Bond, 2007 (Alaska Municipal Bond Bank Loan) (Replacement Bond) and Re: $2,000,000 City of Bethel, Alaska Lease Revenue Refunding Bond, 2016 00655479) (1YNh11 Iii This Reserve Account Depositary Agreement is dated as of October 27, 2016 (this "Depositary Agreement") and is between the City of Bethel, Alaska, a political subdivision organized and existing under the laws 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 City issued its Lease Revenue Bond, 2007 (Alaska Municipal Bond Bank Loan) (the "2007 Bond"); and WHEREAS, payment of principal of and interest on the 2007 Bond, and bonds issued on a parity therewith, is secured by amounts held in a reserve account (the "Reserve Account); and WHEREAS, on or about the date hereof, the City is issuing its Lease Revenue Refunding Bond, 2016 (the "2016 Bond," and together with the 2007 Bond, the "Bond"); and WHEREAS, the City wishes to enter into this Depositary Agreement with the Depositary,-f6 hold amounts depoSited into its Reserve Account; and WHEREAS, the terms and conditions relating to amounts held under this Depositary Agreement are as set forth herein, and all amounts held by the Depositary shall be invested in investments authorized under applicable law, as determined by the City; and WHEREAS, the Depositary has determined that it is willing to enter into this Depositary Agreement and to carry out the duties set forth herein. 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 Account The Depositary hereby creates the following accounts under the terms of this Depositary Agreement: 2007 Reserve Account and the 2016 Reserve Account. Amounts transferred by the City to the Depositary shall be deposited as follows: (00655479) 1 (i) The amount of $17,500.00 shall be deposited into the 2007 Reserve Account, and held by the Depositary pursuant to the terms of this Depositary Agreement. (ii) The amount of $200,000.00 shall be deposited into the 2016 Reserve Account and held by the Depositary pursuant to the terms of this Depositary Agreement. (iii) The amount of $102,183.64 shall be transferred on the date hereof to the Alaska Municipal Bond Bank as set forth in the Final Wire Instructions Memorandum, dated November 1, 2016, and relating to the Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2016 Series Three. The Depositary agrees to establish and maintain the 2007 Reserve Account and the 2016 Reserve Account (the 2007 Reserve Account and the 2016 Reserve Account are hereinafter referred to as the "Account") in its capacity as Depositary, acting as a custodian for the benefit of the City, pursuant to the terms of this Depositary Agreement. The Account established hereby shall remain the property of the City. Subaccounts may be established within such Account when deemed necessary or convenient by the City. The Depositary shall have custody of the Account, which shall be held for, and on behalf of, the City and kept separate and apart from all 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 Depositary Agreement Section 2. Investments (a) The Depositary agrees to invest and reinvest funds in the Account as directed by an authorized agent of the City in writing in a Permitted Investment (as defined below). The Finance Director or other authorized officer of the City shall be authorized to give the Depositary investment instructions. "Permitted Investments" shall mean securities in which the City's Finance Director may invest under the investment policies of the City, 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 moneys 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 moneys 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. (00655479) 2 (c) Upon written authorization from the City, the Depositary is 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. Section 3. Disbursement of 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 of the registered owners of the Bond. 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 Depositary Agreement so long as it shall have acted in good faith and without 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 {00655479} 3 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 reasonable 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; (f) to the extent permitted by, and subject to, law and appropriation, be indemnified and saved harmless, by the City from all losses, liabilities, costs and expenses, including reasonable 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 negligence of the Depositary, and such indemnification shall survive its resignation or removal, or the termination of this Depositary Agreement; (g) be under no obligation to institute any suit or action or other proceeding under this Depositary 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 Depositary Agreement shall require the Depositary to risk or expend its own finds; (h) 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 Depositary Agreement sets forth all matters pertinent to the Account, and no additional obligations of the Depositary shall be inferred from the terms of this Depositary 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 DEPOSITARY AGREEMENT, OR (ii) SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, EVEN IF THE DEPOSITARY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; 006554791 4 (i) 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 in accordance with any opinion of counsel which may include counsel to the City addressed and delivered to the Depositary; (j) not have any liability or obligation with respect to any failure or delay in the performance of its obligations under this Depositary 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 Depositary 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 (k) have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees. The Depositary shall have the right to accept and act upon instructions, including funds transfer instructions ("Instructions") given pursuant to this Depositary 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 reasonable 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 For purposes of the Depositary Agreement, the Finance Director and his or her designee is hereby established to be an Authorized Officer of the City. 1 00655479 5 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: email, 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 Depositary Agreement by giving thirty (30) days prior written notice to the other party. In such event, the duties of the Depositary shall terminate (30) days after receipt of such notice (or as of such earlier date as may be mutually agreeable) and the Depositary shall then deliver the all amounts held in the Account 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 Depositary 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. Until notified in writing by the appropriate party of a change to a different address, notices shall be addressed as follows: 0065 5479} (i) if to the City: City of Bethel, Alaska Attention: Finance Director P.O. Box 1388 Bethel, AK 99559 Fax Number: 907-543-3817 (ii) if to the Depositary: The Bank of New York Mellon Trust Company, N.A. Attention: Corporate Trust Division, Public Finance Group 100 Pine Street, Suite 3200 San Francisco, CA 94111 Fax Number: 415-399-1647 Section 7. Governing Law, Counterparts This Depositary 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 Depositary Agreement may be amended or modified and any term of this Depositary 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, provided the Depositary provide thirty (30) day written notice to the City. Section 10. Incorporation of Whereas Clauses The Whereas Clauses set forth above shall by this reference be incorporated into this Depositary Agreement as if fully set forth herein. (00655479) 7 IN WITNESS WHEREOF, the parties have been duly executed this Depositary Agreement as of the date first above written. By _ %AA q VQU4 Name: Hansel L. Mathiaw Title: Finance Director THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Depositary By_________ Name: Title: V (00655479) fl4Tfl1T Disbursement Direction To: The Bank of New York Mellon Trust Company, N.A. Attention: Corporate Trust Division, Public Finance Group Re: Reserve Account Depositary Agreement dated as of October 27, 2016 between City of Bethel, 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 wire $102,183.64 to the Alaska Municipal Bond Bank on November 2, 2016. CITY OF BETHEL, ALASKA By: Name: Hansel L. Mathlaw Title: Finance Director t00655479 9 1 *114 all I Fee Schedule [FEES WAIVED] [00655479) 10