Tab_99ESCROW DEPOSIT AGREEMENT
CITY AND BOROUGH OF JUNEAU, ALASKA
GENERAL OBLIGATION SCHOOL REFUNDING BOND, 2016 - $17,575,000
THIS ESCROW AGREEMENT, dated as of November 3, 2016 (herein, together with
any amendments or supplements hereto, called the "Agreement") is entered into by and between
the City and Borough of Juneau, Alaska (herein called the "City and Borough") and The Bank of
New York Mellon Trust Company, N.A., located in San Francisco, California, as escrow agent
(herein, together with any successor in such capacity, called the "Escrow Agent"). The notice
addresses of the City and Borough and the Escrow Agent are shown on Exhibit A attached hereto
and made a part hereof.
WITNESSETH:
WHEREAS, the City and Borough has issued and there presently remain outstanding the
obligations described in Exhibit B (the "Refunded Bonds"); and
WHEREAS, pursuant to Ordinance Serial No. 2016-31 adopted by the Assembly of the
City and Borough on September 12, 2016 (the "Ordinance"), the City and Borough has
determined to cause to be issued its General Obligation School Refunding Bond, 2016 (the
"Refunding Bond"), the proceeds of which are being used for the purpose of providing funds to
pay the costs of refunding the Refunded Bonds; and
WHEREAS, the Escrow Agent has reviewed the Ordinance and this Agreement and is
willing to serve as Escrow Agent; and
WHEREAS, pursuant to the Ordinance, the Refunded Bonds have been designated for
redemption prior to their scheduled maturity dates and, after provision is made for such
redemption, the Refunded Bonds will come due in such years, bear interest at such rates, and be
payable at such times and in such amounts as are set forth in Exhibit C attached hereto and made
a part hereof, and
WHEREAS, when Escrowed Securities have been deposited with the Escrow Agent for
the payment of all principal and interest of the Refunded Bonds when due, then the Refunded
Bonds shall no longer be regarded as outstanding except for the purpose of receiving payment
from the funds provided for such purpose; and
WHEREAS, the Refunding Bond has been duly authorized to be issued, sold, and
delivered for the purpose of obtaining the funds required to provide for the payment of the
principal of, interest on and redemption premium on the Refunded Bonds when due as shown on
Exhibit C attached hereto; and
WHEREAS, the City and Borough desires that, concurrently with the delivery of the
Refunding Bond to the purchasers, the proceeds of the Refunding Bond, together with certain
other available funds of the City and Borough, shall be applied to purchase certain direct
obligations of the United States of America hereinafter defined as the "Escrowed Securities" for
deposit to the credit of the Refunding Account created pursuant to the terms of this Agreement
and to establish a beginning cash balance (if needed) in such Refunding Account;
NOW, THEREFORE, in consideration of the mutual undertakings, promises and
agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure
the full and timely payment of principal of and the interest on the Refunded Bonds, the City and
Borough and the Escrow Agent mutually undertake, promise and agree for themselves and their
respective representatives and successors, as follows:
Section 1.1. Definitions.
Unless the context clearly indicates otherwise, the following terms shall have the
meanings assigned to them below when they are used in this Agreement:
Acquired Obligations means the Government Obligations acquired by the City and
Borough under the terms of the Ordinance and this Escrow Agreement to effect the defeasance
of the Refunded Bonds.
Escrowed Securities means the noncallable Government Obligations described in
Exhibit D, or cash or other noncallable obligations substituted therefor pursuant to Section 4.2 of
this Agreement.
Government Obligations means direct, noncallable (a) United States Treasury
Obligations, (b) United States Treasury Obligations State and Local Government Series,
(c) non-prepayable obligations which are unconditionally guaranteed as to full and timely
payment of principal and interest by the United States of America or (d) REFCORP debt
obligations unconditionally guaranteed by the United States.
Paying Agent means The Bank of New York Mellon Trust Company, N.A., San
Francisco, California, as the paying agent for the Refunded Bonds.
Refunding Account means the fund created by this Agreement to be established, held
and administered by the Escrow Agent pursuant to the provisions of this Agreement.
Section 1.2. Other Definitions.
The terms "Agreement," "City and Borough," "Escrow Agent," "Ordinance," "Refunded
Bonds," and "Refunding Bond" when they are used in this Agreement, shall have the meanings
assigned to them in the preamble to this Agreement.
Section 1.3. Interpretations.
The titles and headings of the articles and sections of this Agreement have been inserted
for convenience and reference only and are not to be considered a part hereof and shall not in any
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way modify or restrict the terms hereof. This Agreement and all of the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the
intended purpose of providing for the defeasance of the Refunded Bonds in accordance with
applicable law.
Article 2. Deposit of Funds and Escrowed Securities
Section 2.1. Deposits in the Refunding Account.
Concurrently with the sale and delivery of the Refunding Bond, the City and Borough
shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Refunding
Account, the funds sufficient to purchase the Escrowed Securities, and the Escrow Agent shall,
upon the receipt thereof, acknowledge such receipt to the City and Borough in writing.
Article 3. Creation and Operation of Refunding Account
Section 3.1. Refunding Account.
The Escrow Agent has created on its books a special trust fund and irrevocable escrow to
be known as the Refunding Account. The Escrow Agent agrees that upon receipt it will deposit
to the credit of the Refunding Account the funds and the Escrowed Securities described in
Exhibit D. Such deposit, all proceeds therefrom, and all cash balances on deposit therein
(a) shall be the property of the Refunding Account, (b) shall be applied only in strict conformity
with the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the
payment of the principal of and interest on the Refunded Bonds, which payment shall be made
by timely transfers of such amounts at such times as are provided for in Section 3.2. When the
final transfers have been made for the payment of such principal of and interest on the Refunded
Bonds, any balance then remaining in the Refunding Account shall be transferred to the City and
Borough, and the Escrow Agent shall thereupon be discharged from any further duties
hereunder.
Section 3.2. Payment of Principal and Interest.
The Escrow Agent is hereby irrevocably instructed to transfer to the Paying Agent from
the cash balances on deposit in the Refunding Account, the amounts required to pay the principal
of and interest on the Refunded Bonds on the date and in the amount shown in Exhibit C.
Section 3.3. Sufficiency of Refunding Account.
The City and Borough represents that, based upon the information provided by RBC
Capital Markets, the successive receipts of the principal of and interest on the Escrowed
Securities will assure that the cash balance on deposit in the Refunding Account will be at all
times sufficient to provide money for transfer to the Paying Agent at the times and in the
amounts required to pay the interest on the Refunded Bonds as such interest comes due and the
principal of the Refunded Bonds all as more fully set forth in Exhibit E. If, for any reason, at
any time, the cash balances on deposit or scheduled to be on deposit in the Refunding Account
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shall be insufficient to transfer the amounts required by the Paying Agent to make the payments
set forth in Section 3.2., the City and Borough shall timely deposit in the Refunding Account,
from any funds that are lawfully available therefor, additional funds in the amounts required to
make such payments. Notice of any such insufficiency shall be given promptly as hereinafter
provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of
funds in the Refunding Account or the City and Borough's failure to make additional deposits.
Section 3.4. Trust Fund.
The Escrow Agent shall hold at all times the Refunding Account, the Escrowed Securities
and all other assets of the Refunding Account, wholly segregated from all other funds and
securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any
other assets of the Refunding Account to be commingled with any other funds or securities of the
Escrow Agent; and it shall hold and dispose of the assets of the Refunding Account only as set
forth herein. The Escrowed Securities and other assets of the Refunding Account shall always be
maintained by the Escrow Agent as trust funds for the benefit of the owners of the Refunded
Bonds; and a special account shall at all times be maintained on the books of the Escrow Agent.
The owners of the Refunded Bonds shall be entitled to the same preferred claim and first lien
upon the Escrowed Securities, the proceeds thereof, and all other assets of the Refunding
Account to which they are entitled as owners of the Refunded Bonds. The amounts received by
the Escrow Agent under this Agreement shall not be considered as a banking deposit by the City
and Borough, and the Escrow Agent shall have no right to title with respect thereto except as an
Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent
under this Agreement shall not be subject to warrants, drafts or checks drawn by the City and
Borough or, except to the extent expressly herein provided, by the Paying Agent.
Article 4. Limitation on Investments
Section 4.1. Investments.
Except for the initial investment in the Escrowed Securities, and except as provided in
Section 4.2 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any
money held hereunder, or to make substitutions of the Escrowed Securities, or to sell, transfer, or
otherwise dispose of the Escrowed Securities.
If the Escrow Agent learns that the Department of the Treasury or the Bureau of the
Fiscal Service will not, for any reason, accept a subscription of state and local government series
securities ("SLGS") that is to be submitted pursuant to this Agreement, the Escrow Agent shall
promptly request alternative written investment instructions from the City and Borough with
respect to funds which were to be invested in SLGS. The Escrow Agent shall follow such
instructions and, upon the maturity of any such alternative investment, the Escrow Agent shall
hold such funds uninvested and without liability for interest until receipt of further written
instructions from the City and Borough. In the absence of investment instructions from the City
and Borough, the Escrow Agent shall not be responsible for the investment of such funds or
interest thereon. The Escrow Agent may conclusively rely upon the City and Borough's
selection of an alternative investment as a determination of the alternative investment's legality
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and suitability and shall not be liable for any losses related to the alternative investments or for
compliance with any yield restriction applicable thereto.
Section 4.2. Substitution of Securities.
At the written request of the City and Borough and upon compliance with the conditions
hereinafter stated, the Escrow Agent shall utilize cash balances in the Refunding Account, or
sell, transfer, otherwise dispose of or request the redemption of the Escrowed Securities and
apply the proceeds therefrom to purchase Refunded Bonds or Government Obligations which do
not permit the redemption thereof at the option of the obligor. Any such transaction may be
effected by the Escrow Agent only if (a) the Escrow Agent shall have received a written opinion
from a firm of certified public accountants that such transaction will not cause the amount of
money and securities in the Refunding Account to be reduced below an amount sufficient to
provide for the full and timely payment of principal of and interest on all of the remaining
Refunded Bonds as they become due, taking into account any optional redemption thereof
exercised by the City and Borough in connection with such transaction; and (b) the Escrow
Agent shall have received the unqualified written legal opinion of bond counsel or tax counsel to
the effect that such transaction will not cause any of the Refunding Bond or Refunded Bonds to
be an "arbitrage bond" within the meaning of Section 148 of the Internal Revenue Code of 1986,
as amended.
Article 5. Application of Cash Balances
Section 5.1. In General.
Except as provided in Sections 2.1, 3.2 and 4.2 hereof, no withdrawals, transfers, or
reinvestment shall be made of cash balances in the Refunding Account. Cash balances shall be
held by the Escrow Agent in United States currency and shall not be reinvested by the Escrow
Agent, except as directed or authorized herein.
Article 6. Redemption of Refunded Bonds
Section 6.1. Call for Redemption.
The City and Borough hereby irrevocably calls the Refunded Bonds for redemption on
their earliest redemption dates, as shown on Appendix A.
Section 6.2. Notice of Redemption/Notice of Defeasance.
The Escrow Agent agrees to give a notice of defeasance and a notice of the redemption of
the Refunded Bonds to the Paying Agent for dissemination in accordance with the terms of
Ordinance Serial No. 2006-24 and in substantially the forms attached and as described in
Appendices A and B to the Paying Agent for distribution as described therein. The notice of
defeasance shall be given immediately following the execution of this Agreement, and the notice
of redemption shall be given in accordance with Ordinance Serial No. 2006-24 authorizing the
Refunded Bonds. The Escrow Agent hereby certifies that provision satisfactory and acceptable
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to the Escrow Agent has been made for the giving of notice of redemption of the Refunded
Bonds. The cost of publication of the notices, if any, will be paid by the City and Borough.
am= U (riIa] i
Section 7.1. Records.
The Escrow Agent will keep books of record and account in which complete and accurate
entries shall be made of all transactions relating to the receipts, disbursements, allocations and
application of the money and Escrowed Securities deposited to the Refunding Account and all
proceeds thereof, and such books shall be available for inspection during business hours and
after reasonable notice.
Section 7.2. Reports.
While this Agreement remains in effect, the Escrow Agent annually shall prepare and
send to the City and Borough a written report summarizing all transactions relating to the
Refunding Account during the preceding year, including, without limitation, credits to the
Refunding Account as a result of interest payments on or maturities of the Escrowed Securities
and transfers from the Refunding Account for payments on the Refunded Bonds or otherwise,
together with a detailed statement of all Escrowed Securities and the cash balance on deposit in
the Refunding Account as of the end of such period.
Article 8. Concerning the Paying Agent and Escrow Agent
Section 8.1. Representations.
The Escrow Agent hereby represents that it has all necessary power and authority to enter
into this Agreement and undertake the obligations and responsibilities imposed upon it herein,
and that it will carry out all of its obligations hereunder.
Section 8.2. Limitation on Liability.
The liability of the Escrow Agent to transfer funds for the payment of the principal of and
interest on the Refunded Bonds shall be limited to the proceeds of the Escrowed Securities and
the cash balances from time to time on deposit in the Refunding Account. Notwithstanding any
provision contained herein to the contrary, the Escrow Agent shall have no liability whatsoever
for the insufficiency of funds from time to time in the Refunding Account or any failure of the
obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to
notify the City and Borough promptly of any such occurrence.
The recitals herein and in the Ordinance shall be taken as the statements of the City and
Borough and shall not be considered as made by, or imposing any obligation or liability upon,
the Escrow Agent.
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The Escrow Agent is not a party to the proceedings authorizing the Refunded Bonds and
is not responsible for nor bound by any of the provisions thereof (except to the extent that the
Escrow Agent may be a place of payment and paying agent and/or a paying agent/registrar
therefor). In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to
the terms and provisions of this Agreement, and no implied obligations or covenants shall be
read against it hereunder.
The Escrow Agent makes no representations as to the value, conditions or sufficiency of
the Refunding Account, or any part thereof, or as to the title of the City and Borough thereto, or
as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability
or responsibility in respect to any of such matters.
It is the intention of the parties that the Escrow Agent shall never be required to risk, use
or advance its own funds or otherwise incur personal financial liability in the performance of any
of its duties or the exercise of any of its rights and powers hereunder.
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in
good faith in any exercise of reasonable care and believed by it to be within the discretion or
power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the
consequences of any error of judgment; and the Escrow Agent shall not be answerable except for
its own negligence or willful misconduct, nor for any loss unless the same shall have been
through its negligence or want of good faith.
Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to
determine or inquire into the happening or occurrence of any event or contingency or the
performance or failure of performance of the City and Borough with respect to arrangements or
contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the
Refunding Account, to dispose of and deliver the same in accordance with this Agreement. If,
however, the Escrow Agent is called upon by the terms of this Agreement to determine the
occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such
determination, only to exercise reasonable care and diligence, and in event of error in making
such determination the Escrow Agent shall be liable only for its own willful misconduct or its
negligence. In determining the occurrence of any such event or contingency the Escrow Agent
may request from the City and Borough or any other person such reasonable additional evidence
as the Escrow Agent may deem necessary to determine any fact relating to the occurrence of
such event or contingency, and in this connection may make inquiries of, and consult with,
among others, the City and Borough at any time.
Notwithstanding any provision contained herein to the contrary, the Escrow Agent,
including its officers, directors, employees and agents, shall:
(a) 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;
(b) 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
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behalf of the parties hereto, 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;
(c) IN NO EVENT SHALL THE ESCROW AGENT 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 ESCROW AGENT'S FAILURE TO ACT IN ACCORDANCE WITH THE
STANDARDS SET FORTH IN THIS AGREEMENT, OR (ii) SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, EVEN IF THE ESCROW AGENT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES; and
(d) 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 in good faith by Escrow Agent either in
accordance with the advice of such counsel or in accordance with any opinion of counsel to the
City and Borough addressed and delivered to the Escrow Agent.
The Escrow Agent may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties. The Escrow Agent may
execute any of the trusts or powers hereunder or perform any duties hereunder either directly or
by or through agents, attorneys, custodians or nominees appointed with due care.
If the Escrow Agent renders any service hereunder not provided for in this Agreement, or
the Escrow Agent is made a party to or intervenes in any litigation pertaining to this Agreement
or institutes interpleader proceedings relative hereto, the Escrow Agent shall be compensated
reasonably by the City and Borough for such extraordinary services and reimbursed for any and
all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and
incidental expenses and legal fees and expenses occasioned thereby.
The Escrow Agent 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 ("Electronic Means" shall mean the following communications methods: e-
mail, facsimile transmission, secure electronic transmission containing applicable authorization
codes, passwords and/or authentication keys issued by the Escrow Agent, or another method or
system specified by the Escrow Agent as available for use in connection with its services
hereunder); provided, however, that the City and Borough shall provide to the Escrow Agent 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 and Borough whenever a person is to be
added or deleted from the listing. If the City and Borough, as applicable, elects to give the
Escrow Agent Instructions using Electronic Means and the Escrow Agent in its discretion elects
to act upon such Instructions, the Escrow Agent's understanding of such Instructions shall be
deemed controlling. The City and Borough understands and agrees that the Escrow Agent
cannot determine the identity of the actual sender of such Instructions and that the Escrow Agent
shall conclusively presume that directions that purport to have been sent by an Authorized
Officer listed on the incumbency certificate provided to the Escrow Agent have been sent by
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such Authorized Officer. The City and Borough shall be responsible for ensuring that only
Authorized Officers transmit such Instructions to the Escrow Agent and that the City and
Borough 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 and Borough. The Escrow Agent shall not be liable for any losses, costs
or expenses arising directly or indirectly from the Escrow Agent's reliance upon and compliance
with such Instructions notwithstanding such directions conflict or are inconsistent with a
subsequent written instruction. The City and Borough agrees: (i) to assume all risks arising out
of the use of Electronic Means to submit Instructions to the Escrow Agent, including without
limitation the risk of the Escrow Agent 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 Escrow Agent and that
there may be more secure methods of transmitting Instructions than the method(s) selected by the
City and Borough, as applicable; (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 Escrow
Agent immediately upon learning of any compromise or unauthorized use of the security
procedures.
Any bank, corporation or association into which the Escrow Agent may be merged or
converted or with which it may be consolidated, or any bank, corporation or association resulting
from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any
bank, corporation or association succeeding to all or substantially all of the corporate trust
business of the Escrow Agent shall be the successor of the Escrow Agent hereunder without the
execution or filing of any paper with any party hereto or any further act on the part of any of the
parties hereto except on the part of any of the parties hereto where an instrument of transfer or
assignment is required by law to effect such succession, anything herein to the contrary
notwithstanding.
Section 8.3. Successor Escrow Agents.
If at any time the Escrow Agent or its legal successor or successors should resign or
become unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its
property and affairs shall be taken under the control of any state or federal court or
administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall
forthwith exist in the office of Escrow Agent hereunder. In such event the City and Borough, by
appropriate action, promptly shall appoint an Escrow Agent to fill such vacancy. If no successor
Escrow Agent shall have been appointed by the City and Borough within 60 days, a successor
may be appointed by the owners of a majority in principal amount of the Refunded Bonds then
outstanding by an instrument or instruments in writing filed with the City and Borough, signed
by such owners or by their duly authorized attorneys-in-fact or the retiring Escrow Agent may
petition a court of competent jurisdiction for the appointment of a successor. If, in a proper case,
no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions
of this section within three months after a vacancy shall have occurred, the owner of any
Refunded Bond may apply to any court of competent jurisdiction to appoint a successor Escrow
Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and
appoint a successor Escrow Agent.
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Any successor Escrow Agent shall be a bank, association or corporation organized and
doing business under the laws of the United States, or any state, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000
and subject to the supervision or examination by federal or state authority.
Any successor Escrow Agent shall execute, acknowledge and deliver to the City and
Borough and the Escrow Agent an instrument accepting such appointment hereunder, and the
Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow
Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow
Agent hereunder. Upon the request of any such successor Escrow Agent, the City and Borough
shall execute any and all instruments in writing for more fully and certainly vesting in and
confirming to such successor Escrow Agent all such rights, powers and duties.
The obligations assumed by the Escrow Agent pursuant to this Agreement may be
transferred by the Escrow Agent to a successor Escrow Agent if (a) the requirements of this
Section 8.3 are satisfied; (b) the successor Escrow Agent has assumed all the obligations of the
Escrow Agent under this Agreement; and (c) all of the Escrowed Securities and money held by
the Escrow Agent pursuant to this Agreement have been duly transferred to such successor
Escrow Agent.
Section 8.4 Compensation.
The City and Borough covenants and agree to pay to the Escrow Agent from time to
time, and the Escrow Agent shall be entitled to, the fees and expenses agreed in writing among
the City and Borough and the Escrow Agent as Appendix C, and will further pay or reimburse
the Escrow Agent upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Escrow Agent in accordance with any of the provisions hereof or any
other documents executed in connection herewith (including the reasonable compensation and
the reasonable expenses and disbursements of its counsel and of all persons not regularly in its
employ). The obligations of the City and Borough under this Section 8.4 to compensate the
Escrow Agent and to pay or reimburse the Escrow Agent for reasonable expenses, disbursements
and advances incurred prior to the termination of this Agreement shall survive the satisfaction
and discharge of this Agreement or the earlier resignation or removal of the Escrow Agent.
Article 9. Miscellaneous
Section 9.1. Notice.
Any notice, authorization, request, or demand required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given when mailed by
registered or certified mail, postage prepaid addressed to the City and Borough or the Escrow
Agent at the address shown on Exhibit A attached hereto. The United States Post Office
registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence
of the date and fact of delivery. Any party hereto may change the address to which notices are to
be delivered by giving to the other parties not less than ten days prior notice thereof.
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Section 9.2. Termination of Responsibilities.
Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow
Agent shall have no further obligations or responsibilities hereunder to the City and Borough, the
owners of the Refunded Bonds or to any other person or persons in connection with this
Agreement.
Section 9.3. Binding Agreement.
This Agreement shall be binding upon the City and Borough and the Escrow Agent and
their respective successors and legal representatives, and shall inure solely to the benefit of the
owners of the Refunded Bonds, the City and Borough, the Escrow Agent and their respective
successors and legal representatives.
Section 9.4. Severability.
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall
be construed as if such invalid or illegal or unenforceable provision had never been contained
herein.
Section 9.5. Alaska Law Governs.
This Agreement shall be governed exclusively by the provisions hereof and by the
applicable laws of the State of Alaska.
Section 9.6. Time of the Essence.
Time shall be of the essence in the performance of obligations from time to time imposed
upon the Escrow Agent by this Agreement.
Section 9.7. Notice to Moody's.
In the event that this agreement or any provision thereof is severed, amended or revoked,
the City and Borough shall provide written notice of such severance, amendment or revocation to
Moody's Investors Service at 7 World Trade Center at 250 Greenwich Street, New York,
New York, 10007, Attention: Public Finance Rating Desk! Refunded Bonds.
Section 9.8. Amendments.
This Agreement shall not be amended except to cure any ambiguity or formal defect or
omission in this Agreement. No amendment shall be effective unless the same shall be in
writing and signed by the parties thereto. No such amendment shall materially adversely affect
the rights of the holders of the Refunded Bonds, as evidenced by an opinion of counsel delivered
to the Escrow Agent. No such amendment shall be made without first receiving written
confirmation from the rating agencies, (if any) which have rated the Refunded Bonds that such
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amendment will not result in a withdrawal or reduction of its rating then assigned to the
Refunded Bonds. If this Agreement is amended, prior written notice and copies of the proposed
changes shall be given to the rating agencies which have rated the Refunded Bonds.
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EXECUTED as of the date first written above.
1 11) {S1i[e' (0) 1SJI ZU
ALASKA
RJ \,
Finance Director
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Escrow Agent
Authorized Signer
Exhibit A - Addresses of the City and Borough and the Escrow Agent
Exhibit B - Description of the Refunded Bonds
Exhibit C - Schedule of Debt Service on Refunded Bonds
Exhibit D - Description of Beginning Cash Deposit (if any) and Escrowed Securities
Exhibit E - Refunding Account Cash Flow
Appendix A - Notice of Redemption for 2006B Bonds
Appendix B - Notice of Defeasance for 2006B Bonds
Appendix C - Fee Schedule
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