Loading...
91-05 Custody Agreement Between The Kodiak Island Borough And National Bank Of Alaska/� `i/-D: NATIONAL BANK OF ALASKA CUSTODY AGREEMENT THIS AGREEMENT made and entered into this/ j % day of A) r4y , 1991, by and between Kodiak Island Borough, herein referred to as "Depositor", and the National Bank of Alaska, (NBA), Anchorage, Alaska, a National Banking Corporation, herein referred to as "Custodian", WITNESSETH: 1. THE INVESTMENT FUND: Depositor has delivered to Custodian the assets listed in Schedule "A", attached hereto and made a part hereof, the receipt of which is hereby acknowledged by Custodian. Depositor may hereafter from time to time deliver to Custodian other assets, subject to the acceptance thereof by Custodian. Said assets listed in Schedule "A", such other assets which may hereafter be delivered to and accepted by Custodian and any assets or property collected, purchased, received or acquired by Custodian hereunder for the account of Depositor shall be referred to herein as the "Investment Fund" and held in an "Investment Fund Account" in the name of Depositor. Custodian shall manage, supervise, and administer the Investment Fund subject to the terms and conditions herein set forth. 2. POWERS AND DUTIES OF CUSTODIAN: Custodian shall have the following powers and duties: a. Purchase and Sale of Securities and Other Property. Custodian, upon instructions from Depositor, will undertake to place for Depositor's risk and account, orders for the purchase of securities, provided that funds of Depositor are either on deposit with Custodian or made available in advance for such purchase, and to place orders for the sale of securities held in the Investment Fund, provided such securities are in deliverable form. Custodian is authorized to charge (the Depositor's Investment Fund) NBA Checking Account No. 10-502505 with the cost of all securities purchased or received against payment and to credit the same with the proceeds received for securities sold or delivered against payment, balances to be held in the Checking Account as a general deposit, without interest subject to further instructions from Depositor. Except as set forth in other provisions hereof, the acquisition or disposition of securities and other property shall be made by Custodian only upon written instruction furnished to Custodian by the Depositor or upon instructions transmitted to Custodian by telegram, telecopier, or telephone.* Depositor expressly authorizes Custodian to act upon telegram, telecopier or telephone messages received by Custodian purporting to be sent by Depositor or by any duly authorized agent of Depositor, and Depositor assumes all risks which may result fron any action taken by Custodian in good faith on such communications. In no event, however, shall Custodian be required to comply with any direction of Depositor or its Agents which in the judgement of Custodian may subject it to liability or expense; or to prosecute or defend any action, unless indemnified in a manner and amount satisfactory to Custodian. * It is understood that Depositor will deliver the same instructions in writing immediately after ccnminicating by other means. b. Registration of Securities. Custodian shall be authorized and empowered to hold any securities or other property in the Investment Fund either in the name of Depositor or in the name of a nominee or nominees provided by Custodian, or both. If at any time any securities or other property in the Investment Fund shall at the request of Depositor be registered in the name of a nominee, Depositor agrees and hereby undertakes to reimburse, indemnify and hold Custodian harmless from all liability, loss, claim, damage and expense that may be incurred by reason of the registration of such securities or other property in the name of a nominee. It is understood and agreed that Custodian may require the transfer of any securities registered in the name of nominee before surrendering possession thereof. Custodian is authorized to charge to the account of Depositor all taxes and other expenses incidental to the transfer of securities to or from the name of a nominee or nominees. C. Collection of Income and Principal. Custodian is authorized to collect interest, dividends, and all other forms of income from any securities, including, but not limited to stock dividends, and to credit same, after payment of expenses and Custodian's compensation, to the Depositor's Checking Account, as a general deposit, without interest, subject to further instructions from Depositor. Custodian is authorized to surrender for payment maturing obligations and those called for redemption and to collect, receive and receipt for the principal of all securities and other property when and as the same may mature, be redeemed, or be sold upon the order of Depositor. Proceeds so collected shall be credited, after payment of expenses and Custodian's compensation, to the Depositor's Checking Account, as a general deposit, without interest, subject to further instructions fron Depositor. Custodian will use its best efforts to collect dividends, interest, and other income and to collect securities and other property at maturity and at dates of call for payment, but assumes no responsibility for its failure to do so and shall not be obligated to institute or participate in any legal proceedings relative thereto. Custodian is authorized to sign for Depositor and in Depositor's name, place and stead, any declarations, affidavits, and certificates of ownership which are now or may hereafter be required with respect to all coupons, registered interest, dividends or other inane on any securities, payments of principal redemption or sale of any securities or otherwise required in exercising rights incidental to indemnify, and hold Custodian harmless from any liability, loss, claim, damage or expense that may arise by reason of the execution of such declarations, affidavits and certificates of ownership. Custodian may disclose the identity of Depositor to companies of which Depositor is a stockholder or bondholder from time to time, or to their agents, upon request, without further consent from Depositor. C. Literature and Mail Received by Custodian. Custodian will endeavor to forward to Depositor any proxies, financial statements, or other literature received by it in connection with or relating to securities held by it, but Custodian shall be under no obligation to forward such proxies, financial statements, or other literature. Since Custodian may receive dividend checks, stock rights, notices, and other correspondence directed to Depositor in care of Custodian, Custodian is authorized to accept and open all mail so addressed. d. Custodian shall be under no obligation to take any action with regard to stock dividends, warrants, rights to subscribe, plans of reorganization or recapitalization, or plans for the exchange of securities. e. Statements Custodian will mail to Depositor quarterly and annually, at the address herein specified, a written statement of all receipts and disbursements for the account of Depositor during the quarter or year, and an inventory of the Investment Fund as of the last day of such quarter/year. 3. WITHDRAWALS: Any and all assets in the Investment Fund may be withdrawn by Depositor at any time upon a written order or receipt signed by Depositor. 4. ANENU ENT OR TERMINATION OF AGREEMENT: This Agreement may be altered at any time by letter or other written instrument in such manner as may be mutually agreed upon by Custodian and Depositor and may be terminated at any time by either party upon written notice to the other, whereupon all assets of every kiwi and nature in the Investment Fluid shall be paid over, delivered or surrendered as they then exist, in whatever form the same may be, and Custodian shall be authorized to execute such endorsements, assignments, and conveyances without recourse or warranty on Custodian as may be needful or proper to effectuate such delivery of the Investment Fund. Custodian shall be under no obligation to so deliver the Investment Fluid or any part thereof, until Depositor shall have executed and delivered to Custodian a receipt for the property so delivered, an acquittance of all of the obligations assumed by Custodian hereunder, and shall have paid all sums due from Depositor to Custodian and indemnified Custodian in a manner and amount satisfactory to Custodian to protect against liabilities lawfully incurred in the administration of this custodianship. 5. OWNERSHIP OF THE INVESTMENT FUND AND RESPONSIBILITY OF CUSTODIAN: It is understood that Depositor is the owner of all property from time to time comprising the Investment Fluid and that Custodian is acting solely as an agent of Depositor. Depositor agrees and understands that Custodian, its officers, agents, and employees shall incur no liability to Depositor for any loss arising out of any investment, nor for any depreciation in the value of any recommendations or advice or omissions to give recommendations or advice, and that all investments are made and all securities and other •property in the Investment Fund are held solely at and for the risk of Depositor. Custodian shall be responsible for the safekeeping of any securities in the Investment Fund, except that it shall not be liable or responsible for any act or failure to act of any broker or similar agent employed by Custodian to effect a transaction on Depositor's behalf; or for the financial solvency of any such broker or agent, as Custodian employs in handling similar transactions involving its own property. Custodian shall not be responsible for any loss, damage or expense that may be incurred by reason of the registration of any security in the name of the nominee. 6. INDEMNITY OF CUS'1ODIAN: Depositor agrees to reimburse, indemnify and hold harmless Custodian from and against any and all liability, loss, claim, damage or expenses (except for negligence or fraud on the part of Custodian) resulting from the exercise by Custodian of any authority or power granted to it hereunder, or from claims of third parties, or from any taxes or other governmental charges, and any expenses related thereto, which may be imposed or assessed in respect to the Investment Fund or any part thereof. 7. PAYMENT OF INCOME AND OTHER TAXES: It is understood that unless otherwise agreed in writing, Depositor assumes the duty of filing any and all tax reports as well as full responsibility for the payment of all taxes assessed on or with respect to any property in the Investment Rind and all taxes due on the income collected for Depositor on any and all transactions in respect to the Investment Fluid. 8. COMPENSATION OF CUSTODIAN: In consideration of the services to be rendered by Custodian hereunder, Depositor agrees to pay Custodian in accordance with Schedule B attached. 9. NOTICE TO DEPOSITOR: Any notice or statement in writing required or permitted to be given hereunder by Custodian to Depositor shall be deemed to have been sufficiently given if in writing and personally delivered or mailed in an envelope duly stamped and addressed to Depositor at: Kodiak Island Borough 710 Mill Bay Road Kodiak, Alaska 99615-6340 or at such address as Depositor may from time to time direct in writing. 10. LEGAL COUNSEL: If Depositor agrees to the satisfaction of Custodian to indemnify and reimburse Custodian, Custodian may at its election consult and retain legal counsel and engage in any action, suit or proceeding affecting the Investment Fluid, or any part thereof, and pay such counsel reasonable compensation. Should any dispute or litigation with respect to the Investment Raid require the Bank to retain counsel or appear in court in any capacity, Depositor shall reimburse Custodian for all attorney's fees, costs and other expenses in connection therewith. 11. INTERPRETATION OF AGREEMENT: This Agreement is to be governed and construed under the laws of the State of Alaska. The headings of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to be part thereof or used in the construction or interpretation hereof. WD -1 y6+ •' NATIONAL BANK OF ALASKA as ATTEST: �lyYLJ�i � ., nCt/ C (E1tti�-iiz� Gaye J. Vaughan Borough Clerk The Custodian hereby acknowledges receipt of the following securities: (If not enough space, type "see attached" and provide current listing. BY: NATIONAL BANK OF ALASKA BY: Custodian The following fee schedule shall be in effect for the Custodial Services provided to the Depositor by National Bank of Alaska: Book entry receipt and maturity* 25.00 Physical receipt and maturity* 65.00 Income Collection or CMD paydown 10.00 Safekeeping - Book entry or DIC eligible 2.50 Physical 3.50 Account Maintenance 20.00 * Same for Repo collateral adjustments.