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Pledge Custodian Agreement - Tony's Pizza Event Center FIRST Salina • Ellsworth • McPherson BANK Abilene • Lindsborg • Hutchinson KANSAS October 17, 2017 To Whom It May Concern, Enclosed you will find two fully executed Pledge and Custodian Agreements between the municipality, First Bank Kansas and UMB Bank and Commerce Bank. Please retain these original documents in your records. Each bank has also retained an original for our records. Should you have any questions, please contact me at 785-822-0032. Thank you for your continued business with First Bank Kansas. Sincerely, Q��� 17.6961vt/r-9 Rebecca Rios Vice President First Bank Kansas Member FDIC www.firstbankkansas.com Ca says ";� Commerce Bank , Merthe FDIC Capital Markets Group Pledge Custodian Agreement ACCOUNT NAME - First Bank Kansas SAFEKEEPING'ACCOUNT NUMBER.. 4.820367 I�.,{, THIS AGREEMENT, dated the 2.t day of tki`f 2011 by and among City of Salina a depositor of public funds ("Depositor"), First Bank Kansas ,a banking institution ("Depository Bank"), and Commerce Bank, Kansas City, MO. ("Custodian"). WHEREAS,Custodian has opened,at Depository Bank's request, a safekeeping account under the above account number in the name of Depository Bank(the"Pledge Account")to hold all securities from time to time deposited with or collected by Custodian for the Pledge Account,subject to the terms of Custodian's safekeeping agreement ("Safekeeping Agreement") and any instructions furnished to,and accepted by, Custodian in accordance with the Safekeeping Agreement; and WHEREAS, Depository Bank has been selected by Depositor as the appropriate banking institution to act as a legal depository of public funds;and WHEREAS, such public funds are required by law to be continuously secured by the deposit of securities of the kind and character prescribed by law to be suitable collateral for public deposits; and WHEREAS, Depository Bank, in order to secure the public funds deposited with it by Depositor, has selected Custodian as a disinterested banking institution to safekeep and hold the pledged securities under the conditions set forth in the Safekeeping Agreement and in this Agreement. IN WITNESS WHEREOF,the parties hereto agree as follows: 1. Depository Bank will deliver to Custodian from time to time the securities to be pledged ("pledged securities"). The pledged securities or the redemption proceeds therefrom are to be held by Custodian until it has received written directions, signed by a representative of Depositor, releasing the pledged securities, or redemption proceeds,or any part of them,from the pledge, at which time Custodian shall be authorized to deliver the released securities or funds to Depository Bank. 2. Upon receipt of written notice from Depositor that there has been a default by Depository Bank,Custodian is authorized and directed to deliver to Depositor any and all pledged securities or redemption proceeds therefrom which are thereby demanded by Depositor and to give notice of such delivery to Depository Bank. Custodian shall be discharged of all further responsibility with respect to the surrendered securities or funds. 3. Until Custodian has been notified in writing that a default has occurred, Depository Bank shall be entitled to receive any and all periodic payments of principal on mortgage-backed securities (e.g. those issued by GNMA) or other similar securities having regularly-scheduled periodic payments of principal as well as interest,and all maturing interest as it becomes due on or from the pledged securities. Custodian is hereby authorized and directed to pay such interest and principal to Depository Bank in accordance with the terms of the Safekeeping Agreement. 4. It is expressly understood and agreed that so long as no written notice of default has been received by Custodian, Depository Bank shall have the right to substitute securities. Depository Bank and Depositor agree that Custodian shall have no obligation with respect to any proposed substitution of securities other than to act upon the instructions provided. 5. Custodian shall have no duty or obligation to examine or determine if the original pledged securities,or any additions or substitutions, are permitted collateral under the applicable laws and regulations in effect from time to time. Pledge Custodian Agreement Revised 06/2011 6. Upon receipt of the pledged securities, Custodian shall prepare its safekeeping advice, describing in sufficient detail and identifying the pledged securities. Such advices,which are neither transferable nor assignable, shall be delivered (or otherwise made available)to Depository Bank and shall be deemed by the parties as sufficient evidence of the depositing and pledging of the securities with Custodian. The return of the advice is not required for the release of any or all of the pledged securities. 7. Custodian acts as the pledgeholder under the terms of this Agreement in holding and disposing of the pledged securities, but assumes no responsibility other than for the safekeeping and disposition of the pledged securities and the proceeds thereof as provided in this Agreement and in the Safekeeping Agreement. Custodian shall not be liable for acting upon any communication,oral or written, believed by it in good faith to be genuine. Custodian will exercise ordinary care in performing its duties and responsibilities under this Agreement and shall not be liable for any error of judgment,or for any act done or step taken or omitted by it in good faith,except for gross negligence or willful misconduct; provided, however,that Custodian shall not be liable for any consequential or special loss or damage. Depository Bank agrees to indemnify and hold harmless Custodian,its agents,directors,officers,or employees from and against any and all claims,demands,causes of action or suits (including costs and attorneys'fees)arising from any action or inaction of Custodian for which Custodian is not liable under this Agreement. 8. In the event Custodian is notified in writing by either party of a disagreement between Depositor and Depository Bank as to right of possession of any funds or securities held under this Agreement and the Safekeeping Agreement, Custodian shall hold the funds and securities, together with any earnings, until Depositor and Depository Bank notify Custodian in writing that the dispute has been resolved and direct Custodian to whom the funds and securities should be released,or until Custodian is directed as to the delivery of the securities and funds by a court order or decree. 9. Depositor warrants and represents that such persons as are authorized by it have the authority to give Custodian the instructions required or permitted under this Agreement. Depositor shall furnish Custodian with a certified copy of such authorization and a specimen signature of each person so authorized. Depositor shall furnish Custodian with certified copies of any subsequent authorizations changing such authority. 10. In the event of the death or the termination of authority, by operation of law or otherwise, of any person authorizing to act hereunder for Depository Bank or for Depositor, each party agrees to hold Custodian harmless from any liability which may be incurred by reason of action taken by Custodian, prior to receipt of notice in writing from Depository Bank or Depositor of such death or termination of authority. 11. Custodian will, from time to time,furnish Depositor with such lists of the pledged securities as may be reasonably requested. 12. Depository Bank shall reimburse Custodian for postage,telephone, shipping charges,transfer taxes and all other expenses incurred by it in the handling of the Pledge Account. Custodian will charge Depository Bank for these items at reasonable intervals. For its services in the handling of the Pledge Account, Custodian shall receive such compensation as set forth from time to time in its schedule of service charges. Custodian is authorized in its discretion to charge such compensation to any deposit account of Depository Bank with Custodian or to withhold such compensation from any remittances to Depository Bank. 13. Whenever payments,written instructions, notices, releases, or any other documents are required to be given by or to the parties,they shall be delivered by hand,sent by postage prepaid first class mail to the addresses shown below,faxed to the fax number shown below,sent by electronic mail to the address shown below, or sent to Custodian through a website which requires a user identification and password to access. Depositor and Depository Bank authorize Custodian to act on instructions and directions delivered in any manner described in this paragraph. These addresses may be changed from time to time by signed written notice to the other parties. 14. This Agreement supersedes any and all prior pledge custodian agreements by and among the parties. 15. This Agreement shall be subject to termination by any party by the giving of a written notice to the other parties. 16. This Agreement shall be governed by,and construed in accordance with,the laws of the State of Kansas. Pledge Custodian Agreement Revised 06/2011 2 IN WITNESS WHEREOF,the parties have executed this Agreement the day and year first above written. "Depositor": By: &o2r adtat- Print Name: &n4 L..tnei2Ci Title: 0(15 P rarrA. /11rrec jvr Address: 3O() 4) AEA _Si /&))7nt 02O 5atcdc A's C' 754)1 Fax Number: l 8S" JOC - 573 la E-Mail Address: C)Yvi‘,1 . benty_ , V c%\IV1(� .OYc3 Depositor must provide a proper certification as described in paragraph 9 hereof. "Depository Bank": By: Print Name: Ryan Commerford Title: Chief Financial Officer Address: 235 S Santa Fe Salina KS 67401 Fax Number: (785)825-7663 E-Mail Address: rcommerford@firstbankkansas.com "Custodian": COMMERCE BA /////J By: ��// .1�� Print Name: �/////l%//.G G�42:24// Title: �J L9 Address: By Mail: Attn: Safekeeping Department P.O. Box 419248 MS KCCMG-OPS Kansas City, Missouri 64141-6248 By Hand: Attn: Safekeeping Department 811 Main, 7th Floor Kansas City, Missouri 64106 By Fax: 816-234-2406 By E-Mail: CMGOo&( CommerceBank.com Pledge Custodian Agreement Revised 06/2011 3