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05DEPOSITARY AGREEMENT Between The Kodiak Island Borough and The Bank of New York MellonTrust Company N.A as Depositary Dated as of June 19 2013 Re $17110000 Kodiak Island Borough Alaska Long Term Care Center Revenue l3onds Series 2013 Depositary Agreement This Depositary Ageement is dated as of June 19 2013 this Agreernent and is between the Kodiak Island Borough political subdivision organized and existing under the laws of theState of Alaska the Borough and TheBank of New York Mellon Trust Company N.A national banking association duly established and validly existing under aral by virtue of the laws of the United States with its corporate trust office located in Seattle WA as Depositary the Depositary WITNESSETH WHEREAS the City has determined that it is desirable and in thebestinterests of the City to provide for the deposit of$l346687.50 from the Bonds $17110000 Long Term CareCenter Revenue Bonds Series 2013 with the Depositary to be heid on behalf of the Borough and to be invested solely in investrnents authorized under applicable Iaw as determined by the Borough and WI-IEREAS the Depositary has determined that it is willing toenter intothis Agreement and to carry out theduties set forth herein NOW TIIEREFORE in consideration of the covenantsand agreements herein contained and for other good fair and valuableconsiderationsand reasonably equivalent value the receipt and sufficiency of which are hereby acknowledged by the parties hereto the Depositary and the Borough do agree as foliows intending to be legaily bound Section Establishrnentof Account The Borough herebydeposits with the Depositary the sum of 1346687.50 to be heid by the Depositary The Depositary accepts said sum and agrees toestablish and maintain separate account the Account thereforin its capacity as Depositary acting as fiduciary for the benefit of the Borough pursuant to the terms of this Agreement TheAceount established hereby shall remain the property of the Borough Subaccounts may be established within the Accountwhen deerned necessary or convenient by the Borough or the Depositary The Depositary shall have custody of the Account which shall be heid on behalf of the Borough and kept separate from theother assets of the Depositary andthe money on deposit in the Account shall be heid invested and disbursed as directed by the Borough pursuant to this Agreement SectionInvestments The Depositary agrees toinvest and reinvest funds in the Account as directed by an authorized agent of the Borough in writing in Permitted Investment as defined below The Borough Finance Director any assistant or deputy and any other authorized officer of the Borough shall be authorized to give the Depositary investment instructions Permitted Investments shail mean securities in which the Borough may invest under the Kodiak Island Borough Code of Ordinances as amended from time to time and subject tothe limitations and procedures set forth therein The Borough recognizes and agrees thatthe Depositary will not provide supervision recomniendations or advice relating to either the investment of moneys heid in the Account or the purchase sale retentionor other disposition of any Permitted Investment The Borough shail be solely responsible for complying with the provisions of any law rule orregulation concerning the investment of public funds Earnings on PermittedInvestments shall be added tothe Account The Depositary shall be under no obligation to invest moneys in the Account other than as directed by the Borough Any loss or expense incurred as result of an investment will be borne by the Account In no event shall the Depositary be hable for the selection of investments or for investment losses incurredthereon The Depositary is hereby authorized totrade with itseif and any affihiated entity in the purchase and sale of securities for investment and is authorized to execute purchases and sales of Perrnitted Investments through the facilities of its own trading or capital inarkets operations or those of any affihiated entity The Depositary shall send statements to the Borough on monthly basis reflectingactivity in the Account for the preceding month Although the Borough recognízes that it may obtain broker confirmation or written statement containing comparable information at no additional cost the Borough herebyagrees that confirmations of Permitted Investrnents are not required to be issued by the Depositary for each month in which monthly statement is rendered The Borough acknowledges and agrees thatthe dehivery of the fundsheid hereunder is subject to the sale and final settlement of PermittedInvestments Proceeds of sale of Permitted Investments will be delivered on the business day on which the appropriate instructions are delivered tothe Depositary if received prior to the deadline for same day sale of such PermittedInvestments If such instructions are received after the apphicable deadline proceeds wihl be delivered on the next suceeeding business day Section Disbursement of Account Moneys deposited in the Account shahl be paid out from time to time by the Depositary within two business days afler receipt by the Depositary of direction of the Borough properly completed andexecuted in substantially the formof Exliibit attached hereto Section Concerning the Depositary Notwithstanding any provision contained hereintothe contrary the Depositary ineluding its officers directors employees and agents shall not be hable for any action taken or omitted under this Agreement so long as it shall have acted in good faith and without negligence have no responsibility to inquire unto or determine the genuineness authenticity or sufflciency of any securities checks or other documents or instruments subrnitted to it in connection with its duties hereunder be entitied 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 Borough and shall be entitied to rely upon the genuineness of the signatures of such signatories without inquiry and without requiring substantiating evidence of any kind haveno responsibility or liability for any diminution in value of any assets heidhereunder which may result from any investments or reinvestment made in accordance with any provision which may be contained herein be entitied to compensation for its services hereunder as per Exhibit attached hereto which is made part hereof and for reimbursement of its out-of-pocket expenses ineluding butnot by way of limitation thefees and costs of attorneys or agents which it may find necessary to engage in performance of its duties hereunder ah to be paid by the Borough and the Depositary shall have and is herebygranted prior lien upon any property cash or assets of the Account with respect to its unpaid fees and nonreimbursed expenses superior totheinterests of any other persous or entities be entitied and is hereby granted the right toset off and deduct any unpaid fees andlornonreimbursed expenses from amounts on deposit in the Account be and hereby is indemnified and saved harmless to the extent permitted by law and subject to appropriation by the Kodiak Island BoroughAssembly which appropriation the Borough will use its best efforts to obtain by the Borough from ah losses hiabilities costs and expenses including attorney fees and expenses which may be incurred by it as result of its acceptance of the Aecount or arising from the performance of its duties hereunder unlesssuch losses liabilities costs and expenses shall have been finaily adjudicated to have resuited from the bad faith or gross negligence of the Depositary andsuch indemnification shall survive its resignation or removal or the termination of this Agreement be under no obhigation to institute any suit or action or other proceeding under this Agreement or toenter anyappearance in any suit action or proeeeding in which it may be defendant or totake any steps in the enforeement of its rights and powers hereunder nor shall be deemed to have failed totake any such action unlessand until it shall havebeen indemnified by the Borough to its satisfaction against any and ah costs and expenses outlays counsel fees and expenses and other disbursements including its own reasonable fees and if any udgment decree or recovery be obtained by the Depositary payment of ah sums due it as aforesaid shall be first charge against the arnount of any such judgment decree or recovery have only those duties as are specifically provided herein and shallneither be responsible for nor chargeable with knowledge of the terms and conditions of any other agreement instrument or document between theother parties hereto in connection herewithThis Agreernent sets forth ah matters pertinent tothe Account and no additional obligations of the Depositary shall be inferred from the terms of this Agreement or any other agreement IN NO EVENTSHALLTHEDEPOSITARY BE LIABLE DIRECTLY OR INDIRECTLY FOR ANYDAMAGES OR EXPENSESARISOUTOFTHESERVICESPROVIDEDHEREUNDEROTHERTHAN DAMAGES WHJCHRESULT FROM THE DEPOSITARYS FAILURE TO ACT IN ACCORDANCE WITHTHESTANDARDS SET FORTH INTHIS AGREEMENT OR ji SPECIAL PUNITIVE OR CONSEQUENTIAL DAMAGES EVEN IF THE DEPOSITARYHASBEENADVISED OF TUE POSSIBILITYOF SUCH DAMAGES have the right butnot the obligation to consult with counsel of choice and shall not be hable for action taken or omitted to be taken by Depositary eitherin accordance with theadvice of suchcounsel orin accordance with any opinion of counsel to the Borough addressedand delivered tothe Depositary 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 controlincluding without himitation acts of natureearthquakes fires floods wars civil or military disturbances sabotage epidernics riots interruptions lossor rnalfunctions of utihities computer hardware or software or communications servicesaccidents labor disputes acts of civil or military authority or governmental actions it being understood that the Depositary shafl use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances and have the right to perform any of its duties hereunder through agents attorneys custodians or nominees None of the provisions of this Agreement shall require the Depositary to expend or risk its own funds or otherwise to incur any liabiiity financialor otherwise in the performance of any of its duties hereunder The Depositary may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution certificate statement instrument opinionreport notice request consent order approval or other paper or document believed by it to be germine and to have been signed or presented by the proper party or parties The Depositary agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail facsimile transmission or other similar unsecured electronic methods provided however that the Borough shali provide to the Depositary an incumbency certificate listing designated persons with the authority to provide such instructions which incumbency certíficate shall be amendedwhenever person is to beadded or deleted from the listing If the Borough electsto give the Depositary e-mail or facsímileinstructions or instructions by similar electronic method and the Depositary in its discretion electsto act upon such instructions the Depositarysunderstanding of such instructions shall be deemed controlling The Depositary shail not be hable for any losses costs or expenses arisingdirectly or indirectly from the Depositarys reliance upon and compliance with such instructions notwithstanding such instructionsconflict or are inconsistent with subsequent written instruction The Borough agrees to assurne al risks arising out of the use of such eectronic methods to submit instructions and directions to the Depositaryincluding without limítation the risk of the Depositary acting on unauthorized instructions and the risk orinterception and misuse by third parties through no fault of the Depositary Any banking association or corporation unto which the Depositary may be merged converted or with which the Depositary may be consolidated or any corporation resulting from any merger conversion or consohidation to which the Depositary shall be party or any banking association or corporation to which ah or substantially al of the corporate trust business of the Depositary shahl be transferred shall succeed to al the Depositarys rights obligations and immunities hereunder without the execution or fihing of anypaper or any further act on the part of any of the parties hereto anything herein tothe contrary notwithstanding Section Resignation or Removal of Depositary Each of the Borough and the Depositary may terminate this Agreementby giving thirty 30 days prior written noticeto the other party In such event theduties 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 balance of the inoneys or assets then in its possession to the Borough or as the Borough shalldirect Section Notices Any notice or request to be given iii connection with any of the terms or provisions of this Agreement shai be in writing and be given in personby email facsimile transmission courier deivery service or by mail and shall become effective on delivery if given in person on the date of dehivery if sent by facsiinile or by courier deliveryservice or four business days after beingdeposited in the mails with proper postage for first-class registered or certified mail prepaid Until notifiedin writing by the appropriate party of change to different address notices shall be addressed as follows ifto the Borough Karieton Short Finance Director Kodiak Island Borough 710 Mill Bay Road Kodiak AK 99615 Fax 907 486-9399 E-Mail kshort@kodiakak.us ji if tothe Jiepositary TheBank of New York Mellon Trust Company N.A 601 Union Street Suite 520 Seattle Washington 98101 Attention Corporate TrustDivision Fax Number 206 667-8905 E-Mail kathleengyllandbnyme11on.corn Section Governing Law Counterparts This Agreement shail be construedand enforced in accordance with the laws of the State of Alaska and venue shall be in Kodiak Alaska for any dispute It may be executed in several counterparts each one of which shall constitute an original and ah collectivehy shall constitute but one instrument Section Amendment Modificationor Waiver This Agreement may be arnended or modified and any term of this Agreement may be wajved if such amendrnent modification or waiver is in writing and signedby ah parties Section 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 theother party Section 10 Waiver of Trial by Jury Each party hereto herebyagrees not to elect trial by jury of any issue triable of right by jury andwaives 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 eounterclaim or other action arising in connection herewithThiswaiver 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 trial by jury would otherwise accrue IN WITNESS WHEREOF the parties have been duly executed this Depositary Agreement as of the date first aboye written Borough By Name KarietonShort Titie Finance Director TheBank of New York Mellon Trust Company N.A as Depositary By___________ Name CarolNelson Title Vice President EXHII3IT Disbursement Direction To TheBank of New York Mellon Trust Company N.A Attention Corporate Trust Departrnent Re Depositary Agreement dated as of 20between _____________________and TheBank of New York MellonTrust Company N.A as Depositary the Depositary Agreernent Ladiesand Gentlemen You are hereby authorized and directed as Depositary under the above-referenced DepositaryAgreernent to wire $________________to _______________________ City By_ Narne Title EXHIBIT Fees Waived lo