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Home My WebLink AboutC17-296 FirstBankSECURITIES SAFEKEEPING AGREEMENT THIS AGREEMENT, made this IV' Day of August, 2017, between Eagle County, Colorado, a political subdivision of the State of Colorado ("Eagle County") and First6ank, a Colorado - chartered banking corporation ("Custodian") contains the terms and conditions under wllich Custodian is to safekeep Eagle County's securities. In consideration of the mutual covenants and promises to be undertaken by the parties, it is agreed as follows: 1. Delivery of Securities to Guardian. Eagle County has transferred and proposes hereafter to transfer to the Custodian for safekeeping certain notes, bonds, obligations and other securities owned by Eagle County (the "Securities"). This is a bailment for hire agreement under which the Custodian is bailee for any Securities transferred to it or its agents or designees under this agreement. The Custodian is authorized to safekeep the Securities of Eagle County and to maintain the Securities in its possession or in the possession of a qualified safekeeping facility ("Safekeeping Agent") as may be determined by the Custodian following appropriate due diligence. 2. Receipts. Upon delivery of any Securities by the Custodian to the Safekeeping Agent, the Custodian shall obtain a written receipt for such Securities describing the Securities. The Custodian will also cause a copy of each written receipt to be delivered to Eagle County. 3. Obligations of Custodian. Custodian shall follow the written instructions of Eagle County with regard to Custodian's receipt from third parties of Securities for the account of Eagle County or with respect to the delivery of any Securities. In addition, the Custodian shall: 3.1 safekeep and account to Eagle County for each -security at all times that it is in the possession or control of the Custodian; 3.2 receive payments of interest and all maturing Security proceeds; 3.3 credit, as of the date actually received by the Custodian, the designated account of Eagle County at the Custodian with the amount of interest payments on each Security along with proceeds from the sale or maturity of each Security; 3.4 present any Securities for redemption and payment as may be appropriate and remit all proceeds as instructed by Eagle County along with a written advice of payments describing the payment source; Securities SafekeepingAgreenient 080117 C17-296 3.5 refrain from removing a Security from safekeeping without prior approval of Eagle County, and refrain from co -mingling, selling, hypothecating or using a Security in repurchase transactions without the prior approval of Eagle County; 3.6 deliver each Security out of safekeeping as instructed by Eagle County; and 3.7 provide reports to Eagle County of settled Security positions. 4. Limitations. Tho obligations of the Custodian in Section 3 above are subject to any limitations imposed by legal process such as an injunction or stay order initiated by a third -party. S. Reporting. As of the last day of each month, the Custodian will provide Eagle County with a report that lists the identity of each Security and the date and nature of any transactions under this agreement, including credits for any interest and proceeds payments which occurred during the month. 6. Authorizations. On a current basis, Eagle County shall give the Custodian written authorizations and specimen signatures designating the officers and employees of Eagle County ("Authorized Representatives") who are authorized to give the Custodian instructions regarding the Securities and interest payments thereon as well as the delivery or credit of proceeds. Eagle County shall immediately provide the Custodian with written notice of any changes regarding the status or authority of any of the Authorized Representatives. The Custodian may rely on the authority of each Authorized Representative until the Custodian receives written notice revoking such authority. 7. Collection Authority. The Custodian is authorized to execute in the name of Eagle County such documents, certificates and other instruments as the Custodian shall deem necessary or convenient in the collection of the interest payments on the proceeds from the sale or maturity of the Securities. 8. Duty of Care. The Custodian will exercise reasonable care with respect to the Securities and all interest payments thereon as well as any proceeds and any other property transferred to, or received by, the Custodian under this agreement. Until actually received by the Custodian, the Custodian assumes no responsibility or liability for Securities placed in transit by Eagle County or any of its agents or designees. The Custodian will exercise reasonable care with respect to any Securities actually placed in transit by it. The liability of the Custodian to Eagle County shall be limited to: Securities SajekeepingAgrevment 08011 8.1 the actual cost of a security that is identical to a Security lost while in possession or control of the Custodian or its agents or designees under this agreement; and 8.2 the actual amount of any interest payments to which Eagle County is entitled under the terms of the security instrument. 9. Fidelity Bond. The Custodian shall obtain and keep in effect fidelity bond coverage with policy limits in a reasonable amount. Eagle County shall have the benefit of all applicable insurance coverage under liability insurance and fidelity blind contracts issued to or for the benefit of Eagle County. 10. Indemnification. Within the limits of the Colorado Constitution and Statutes the Custodian agrees to hold Eagle County harmless from and against all claims, losses, expenses (including attorney fees and court costs) or damages sustained as a result of any negligent or fraudulent acts on the part of their respective employees, agents and designees with respect to the performance of their obligations under this agreement. Nothing herein waives immunities afforded Eagle County under C.R.S.sec. 24-10-101, et seq. 11. Safekeeping Fees. Eagle County shall pay the Custodian a safekeeping fee for the services rendered by the Custodian under this agreement. The fees charged by the Custodian for safekeeping services are published from time to time in the Custodian's Schedule of Service Charges. The Custodian may change any fees upon 30 days prior written notice to Eagle County. 12. Limitation on Custodian's Duties. The duties and powers of the Custodian shall be limited to those provided in this agreement unless altered by written amendment. 13. Miscellaneous. 13.1 This agreement may be terminated by either party upon written notice to the other party. Any written notice of termination shall be effective on a date specified in the notice which date shall be no less than five (5) days after the date the notice is delivered to the other party. Upon termination, the Custodian shall return to Eagle County, within 30 days, all Securities and other property owned by Eagle County and held by the Custodian under this agreement, and Eagle County shall give the Custodian receipt for the returned property. 13.2 All notices and other communications which may be required or permitted under this agreement, including but not limited to written instructions, may be delivered or received electronically, by &curiiies Safekeeping Agreement 08011 ' 3 facsimile transmission or by certified mail, return receipt requested, as follows: If to Custodian: FirstBank Koko Herman Investment Securities Department 12345 West Colfax Avenue Lakewood, CO 80215 Phone: (303) 235-1336 Fax: (303) 235-1044 Koka.hernian@efirstbank.com If to Eagle County: Eagle County Treasurer Teak Simonton Treasurer 504 Broadway P.O. Box 479 Eagle, CO 81631 Teak.simonton @eaglecounty.us 13.3 This agreement may not be assigned without the written consent of the other party. This agreement is binding upon the permitted assigns and successors of the parties. 13.4 The waiver of any right or remedy under this agreement by either party shall not operate to bar any subsequent right or remedy which may be available to such party. 13.5 This agreement incorporates the negotiations and determinations of the parties and may not be amended or varied to any extent except in a writing signed by all parties. 13.6 This agreement will be governed by Colorado law, without regard to conflict of law principles. Venue for any dispute will be in the courts of the State of Colorado for the County of Eagle. Sec4orifres,Safekeeping,4green7ent 08011' 4 IN WITNESS THEREOF, this agreement is executed this 08/16/2017 '2017. 0 EAGLE COUNTY, COLORADO Bryan Treu, Interim Eagle County Manager (SEAL) ATTEST: By: — Brent Geist, Senior Vice President T Bq Ir (SEAL) G SEAL Securities Safel eepitkq Agreemvw 090117 5 FIRSTBANK