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Pledge and Custodial 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 • U\1B 5010341(R 7/04) Pledge and Custodial Agreement City of Salina (hereinafter referred to as"Public Entity")has selected First Bank Kansas (hereinafter referred to as"Depository Bank")as a depository for certain of its funds,and Depository Bank has agreed to act as the depository for those funds in accordance with applicable laws and/or governing statutes(hereinafter referred to as"Governing Statutes"),which require that Depository Bank secure the deposited funds,to the extent not insured by the Federal Deposit Insurance Corporation(hereinafter referred to as"FDIC"),by pledging securities(hereinafter referred to as"Eligible Securities")of any type permissible by the Governing Statutes. UMB Bank, National Association(hereinafter referred to as'Custodian")has agreed to hold the Eligible Securities in safekeeping pursuant to the terms,conditions and covenants of this Pledge and Custodial Agreement(hereinafter referred to as"Agreement"). IN WITNESS WHEREOF,the parties hereto hereby agree to be bound by the terms,conditions and covenants as more fully set forth below: 1. GRANT OF SECURITY INTEREST: INSTRUCTIONS REGARDING ELIGIBLE SECURITIES. Depository Bank will select Eligible Securities suitable for pledging to secure public deposits and will send a written, facsimile or electronic communication to the Custodian designating and identifying the Eligible Securities to be pledged. Upon receipt of such communication Custodian will issue and deliver to the Depository Bank a pledge notification which identifies the Eligible Securities pledged to the designated Public Entity. Depository Bank hereby grants to Public Entity a security interest in all Eligible Securities delivered to or held by Custodian and reflected on Custodian's records as being pledged to the Public Entity.Custodian agrees to hold all Eligible Securities deposited with it, and to serve pursuant to the terms,conditions and covenants of this Agreement, and to hold any and all Eligible Securities in custody until such time that adequate substitutions,withdrawals and releases have been executed. In no event shall Custodian be responsible for determining if the pledged securities are"Eligible Securities". 11. SUBSTITUTION OR RELEASE OF SECURITIES. Depository Bank and Public Entity agree that as long as Custodian has not received written notice from Public Entity stating that Depository Bank is in default of its obligations to pay to Public Entity its deposits when due, Depository Bank shall have the right to substitute Eligible Securities of at least equal market value then held by Custodian for Depository Bank or delivered to Custodian for the purpose of pledging. If the aggregate market value of the Eligible Securities held by Custodian at any time exceeds the public funds deposited,Depository Bank may release any/all excess Eligible Securities by providing Custodian with a release notice signed by an authorized representative of Depository Bank. Custodian shall be entitled to rely on such withdrawal notice,and Depository Bank and Public Entity agree to hold Custodian harmless from any actions taken pursuant to,and consistent with,the instructions given in any withdrawal notice. Public Entity and Depository bank agree that Custodian shall have no obligation with respect to any proposed substitution of Eligible Securities other than to act upon the instructions provided. 111. DEPOSITORY BANK'S OBLIGATIONS. Depository Bank will give Custodian clear instructions for substitution, withdrawal or release of Eligible Securities to include: I. Identifying Depository Bank Information; 2.Original Face(Par Value); 3.Cusip Numbers; 4. Public Entity Name; 5.Maturity Date/Call Date, including,enough specific information to execute the pledge, substitution,or release. Depository Bank represents and warrants to Public Entity that the pledge. lien and security interest granted herein was approved by Depository Bank's board of directors or loan committee,that such approval is reflected in the minutes thereof,and that a copy of this Pledge and Custodial Agreement shall be maintained as an official record of the Depository Bank. 1 UMB S010341(R 7/04) IV. PUBLIC ENTITY. Public Entity agrees that Custodian is acting hereunder on Public Entity's behalf and at Public Entity's risk. Public Entity is responsible for monitoring the Depository Bank's pledge, withdrawal and substitution activities to insure that the market value of any Eligible Securities is equal to or exceeds Public Entity's funds on deposit with Depository Bank. V. CUSTODIAN'S OBLIGATIONS. Custodian agrees to act as custodian under the terms,conditions and covenants of this Agreement in holding and transferring the Eligible Securities held by it, by exercising the same care as it would in protecting and disposing of its own securities, but assuming no responsibility other than for the safekeeping and disposition of the securities and proceeds as provided,herein. Custodian is expressly authorized by Depository Bank and Public Entity to utilize FRBs, Depository'Trust Company,third party custodians or depositories, financial intermediaries and agents to hold, directly or through the use of other third party depositories or agents,any Eligible Securities. Depository Bank and Public Entity expressly release Custodian from any liability or claims that Custodian may incur or that may be asserted against Custodian,other than for Custodian's willful or intentional failure to comply with the undertakings hereunder to safekeep and dispose of the Eligible Securities as provided herein. Depository Bank and Public Entity shall each indemnify and hold Custodian harmless from any liabilities,claims losses or expenses(including attorneys' fees)that may be incurred or asserted against Custodian arising from any action or inaction taken in good faith by Custodian with respect to any Eligible Securities. Custodian is hereby authorized to rely and act upon any written,facsimile or electronic instruction, notification,notice or document which purports to be signed by a representative of Depository Bank or of Public Entity(as applicable)without any duty to investigate or confirm the identity or authority of individuals giving or signing such instruction, notification,notice or document. Custodian is expressly authorized to rely upon any facsimile copy of any written document as if an original executed copy thereof had been received by Custodian from the party purporting to have executed the original. Custodian shall be entitled to receive reasonable compensation from the Depository Bank for its services. Custodian shall have the right to terminate this Agreement upon thirty(30)days written notice to Public Entity and Depository Bank. In the event of any such termination by Custodian,Depository'Bank and Public Entity agree to promptly appoint(but in no event later than the expiration of the 30-day period)a successor custodian and to deliver to Custodian instructions relating to all of Eligible Securities then held by Custodian and instructions for the delivery and transfer of such Eligible Securities to the successor custodian. If within such 30-day period,Custodian is not notified in writing by Depository Bank and Public Entity that a successor custodian has been established and that Custodian is authorized and directed to transfer all Eligible Securities held by it to such successor custodian,Custodian may thereafter, in its sole discretion,continue to hold the Eligible Securities or may deliver or transfer the Eligible Securities to Public Entity'(or an entity or account designated by Public Entity). Unless terminated by Custodian,this Agreement shall remain in effect until such time as Depository Bank and Public Entity have delivered to Custodian written notice signed by each declaring that the Agreement has been terminated and is no longer effective; upon receipt of same, Custodian is thereafter authorized to deliver or transfer the Eligible Securities in accordance with any directions or instructions given solely by Depository Bank. VI. DISPUTES. In the event Custodian receives written notification from Depository'Bank or Public Entity that a disagreement between Depository Bank and Public Entity exists as to any rights respecting any or all of the Eligible Securities,Custodian shall hold such Eligible Securities together with all proceeds thereof,until: (a)Public Entity and Depository Bank notify Custodian in writing that the dispute has been resolved and direct Custodian to transfer or deliver such Eligible Securities to either of them or to a third party or account designated by them,(b)Custodian is directed as to the disposition of such Eligible Securities by an order or decree of a court of competent jurisdiction,or(c)Custodian transfers the Eligible Securities pursuant to any authorization or requirement applicable to it or such Eligible Securities under any applicable statute or regulation relating to the holding,transfer or disposition of Eligible Securities securing public deposits. Custodian is expressly authorized to rely and act upon any of the foregoing written notices, orders,decrees,statutes,or regulations,and upon doing so shall be released and discharged from any liability or duty with respect to any Eligible Securities with respect to which it has taken such actions. UMB S010341(R 7/04) VII. PAYMENTS BY CUSTODIAN. Unless Custodian has been notified in writing by Public Entity that a default has occurred with respect to the payment by Depository Bank of any Public Deposits, Depository Bank shall be entitled to receive all principal payments, interest and other income on the Eligible Securities(including,without limitation,any securities received by Custodian as a substitute for,proceeds of,or otherwise with respect to,any securities included within the Eligible Securities)and Custodian is hereby authorized and directed to pay over, deliver or transfer same to Depository Bank(or any entity or account designated by Depository Bank). VIII. SUITABILITY OF ELIGIBLE SECURITIES. Custodian shall have no duty or obligation whatsoever to examine or determine if any securities that are now or at any time hereafter included within the Eligible Securities are of a kind or character,or have a market value, prescribed by law to be Eligible Securities for Public Deposits. IX. ISSUANCE OF RECEIPT. At such time as Custodian has received a communication from Depository Bank identifying a security held by Custodian to being included within the Eligible Securities,Custodian shall execute a pledge notification identifying the security and reflecting Public Entity's status as a secured party. Such notification,which is neither transferable nor assignable,shall be furnished to the Public Entity and Depository Bank and shall be accepted by them as sufficient evidence of the pledging and depositing of the security with the Custodian. The return of such pledge notification may be required by Custodian for the withdrawal,release or transfer of such security pursuant to applicable provisions and authorizations set forth in this Agreement. X. GENERAL. This Agreement shall be executed in triplicate with one executed original to be retained by each of the parties and shall be in full force and effect when executed by all parties. This Agreement is neither assignable nor transferable,and there is no requirement that the Agreement be returned to Custodian before delivery,transfer or designation of any securities as Eligible Securities hereunder. All notices, pledge notification and other documents and instruction required or authorized may be delivered,sent by facsimile,other electronic means or mailed to the parties hereto at the respective addresses(or facsimile numbers)set forth. For purposes of this Agreement, no notice,notification,document or communication shall be deemed to have been given to or received by Custodian unless it is actually received by one or more of the employees or officers of Custodian that are designated in writing by Custodian as being authorized to receive the instruction. Any document sent by facsimile to Custodian shall be deemed to be received only when received by Custodian at the facsimile number designated in writing within this Agreement,and which may be changed as business conditions warrant. Dated this 014- day of J..a.., ,20 I ri 3 UMB S010341(R 7/04) (DEPOSITORY BANK) Signature: Name: Commerford Title: Chief Financial Officer Facsimile: (785) 822-0023 E-mail: rcommerford@firstbankkansas.com a 2 (PUBLIC ENTITY) Signature: ,,,tAdd )//(�-12 4...64- Name: //Id ✓ �O�P✓/// e- Title: DI9a rina/!(.L )ictcjo✓ Facsimile: . 78 . - 3o9 -51138 E-mail: gas- 3i - 5135 UMB BANK,NA �ry'^'I (CUSTODIAN) Signature: (// IA Name: Matt Brown Title: Safekeeping Supervisor Facsimile: (816) 860-5039 E-mail: safekeeping@umb.com 4