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Secretary's Certificate Bd Res SECRETARY'S CERTIFICATE OF BOARD RESOLUTION I hereby certify that I am the Secretary of Sunflower Bank, National Association, located in the city of Salina and the state of Kansas, and that I have been appointed and am presently serving in that capacity in accordance with the bylaws of the Bank. I further certify that at a meeting of the Board of Directors of Sunflower Bank, National Association, called and convened on the 18th day of April, 1994, the following resolutions were unanimously adopted: RESOLVED, that the Security Agreement for Public Funds Deposits be approved, and that officers from the Funds Management Department be authorized to enter into agreements with the governmental entities listed on the attached document entitled "Sunflower Bank, N.A., Public Fund Entities by Branch". FURTHER RESOLVED, that securities pledged prior to the adoption of this agreement shall be deemed to be covered under this agreement and authorization. The foregoing resolutions are presently in full force and effect and have not been revoked or rescinded as of the date hereof. In witness hereof, I hereupon set the seal of this association this ~ -~B-f~c~ A. Benyshek,~re-t~ry (Seal of Bank) SUNFLOWER BANK, N.A. PUBLIC FUND ENTITIES BY BRANCH LOCATION CITY COUNTY SCHOOLS HOSPITALS LIBRARY OTHER State of Kansas K State Univ. Thomas Co. Law Clerk Dist. Court-Saline (in Salina) Ubrary State of KS- Russell KS State Treasurer-Russell KS State Treasurer-Wichita Clerk Dist. Court-Thomas Co. St. of KS Div of Vehicles-Colby State of KS-Osborne Branch 01 Salina Selina Saline County USD #305 Salina Salina Public Airport Authority Library Bel~eville Republic County Brookville USD #307 El-Saline Branch 02 McPherson McPherson McPherson County USD #418-McPherson USD #400-Undsborg Branch 03 Russell Russell Russell County USD #407 Russell Regional Rural Water Dist, Hospita~ Dorrance Dorrance Community Dorrance Housing Auth. Branch 05 Manhattan Manhattan Riley County USD #383 Branch 06 Wichita Wichita Sedgwick County USD #259 Branch 08 Colby Colby Thomas County USD #315 Colby Cemetery Dist. #1 Colby Comm. Jr. College Housing Authority Branch 14 Hays Hays Ellis County USD #432 Victoria USD #489 Branch 17 Osborne Osborne Osborne County USD #392 Osborne Memorial Osborne Public Rura~ Water Dist. Hospital Ubrary Webster Irrigation Dist. 4 Branch 19 Junction City Junction City Geary county USD #475 SUNFLOWISiI. BANIC SECURITY AGREEMENT FOR PUBLIC FUND DEPOSITS This security agreement is made ar~t entered into this day of , 199__· by ar~ between the · hereinafter cai[ed ~governmenta[ entity", ar~l , hereinafter cai[ed "depository bank." WHEREAS, governmental entity has deposited, and wi[[ in the future deposit, p~o[ic funds in depository bank in amounts exceeding the e~ts insured by the Federal Deposit Insurance Corporation (FDIC); and ~HEREAS, goverr~nenta[ entity requires the amounts of its deposits in excess of the amounts insured by tho FDIC be secured by pledge of celia[era[ as required by K.S.A. 9-1402 et seq. and K.S.^. 9-1407 et seq.; and WHEREAS depository bank desires to pledge celia[era[ securitics and ~qdivided fractional interests therein (securities) to secure each and every deposit of [xJb[ic funds by goverr~enta[ entity in depository bank; ar~t WHEREAS the parties desire to reduce their security agreement to writing; N014, THEREFORE, governmental entity and depository bank agree as foLLows: 1. The securities p[eqged by depository bank to secure deposits made by goverr~nental entity in depository bank shat[ consist of one or more of the foLLowing: a. direct obligations of, or obligations that are insured as to principal and interest by, the United States government or any age~y thereof and obligations and securities of United States sponsored enterprises which ur~ler federal [aw may be accepted as security for public funds; .b. Kansas municipal bonds which are genera[ obligations of the municipality issuing the same; c. revenue bands of any agency or arm of the state of Kansas that have no n)arket restrictions; d. revenue por~s of any monicipo[ity, as defined by K.S.A. 10-101, and amon(~nents thereto, within the State of Kansas or ponds issued by a p~Yo[ic building cc~ission as authorized by K.S.A. 12-1761, and amendments thereto, if approved by the state bank commissioner, except= (1) bonds issued under the provisions of K.S.A, 12-1740, et seq., and amoncinents thereto, unless such bands are rated at least MIS-1 or Aa by Moody's Investors Service or ~ by Standard & Poor's Corp., and (2) bonds secured by revervJes of a utility which has been in operation for less than three years; e. tefl~oorary notes of any municipo[ corporation or quasi-n~Jnicipa[ corporation within the state of Kansas which are genera[ obligations of the monicipaL corporation or quasi-monicipa[ corporation issuing the same; f. warrants of any municipal corporation or quasi-municipol corporation within the state of Kansas the issuance of which is authorized by the state beard of tax appeals and which are payable from the proceeds of amandatory tax [evy; or g. bonds of any ~unicipa[ or quasi-municipaL corporation of the state of Kansas which have been refunded in advance of their maturity and are fuLLy secured as to payment of principal and interest thereon by deposit in trust, under escrow agreeaent with a bank, or direct obligations of, or obligations that are unconditiona[ty guaranteed by, the United States of Amorica. On request a copy of the escrow agreement shaLL be furnished to the governmental entity. 2. Deposltorybank hereby grants to goverr~nenta[ entity a security interest in securities pledged to secure payment of deposits mode by governmental entity in depository bank. 3. Depository bank shaLL take such action or actions as are necessary to perfect the security interest herein granted. Oepos(tory bank she[[ furnish satisfactory proof thereof to goverr~nta[ entity inctuding co[ia[etaK agreements establishing that its agents· trustees or affiliate banks have granted a security interest in securities ptedged on behalf of depository bank to governmental entity which is enforceable and porfected under the terms of paragraph 7 and its subparts below. 4. Oepository bank shaLL pledge securities that have a market value equal to at [east IOOX of the amount of the to[aK deposits of public funds in depository bank, inc[ucling accrued interest, less so much of any such deposits which are insured by the FDIC. 5. Depository bank shaLL transfer or deposit the pledged securities to or with custodial institution. 6. A "custodial agreement" among depository bank, governmental entity and custodial institution shat[ be executed by an authorized representative of each potty and be retained in the records of depository bank. Custodtat bank sha[[ issue a joint custody receipt for each specific security held by it under the terms of the agree~cent. The "custodiat agreement" is not needed if the custeqian is the Federal Reserve Bank. 7. Depository bank represents and warrants to the goverr~nta[ entity that: a. it or its agents, trustees or affiliate banks is the sole legal and equltabte o~fler of the securities transferred to secure the deposits made by governr~entat entity in depository bank; b. no security interest in the securities ptedged has been or wltt be granted by it or its agents, trustees or affitiate banks other than that granted herein to secure deposits made by goverr~enta[ entity with depository bank or which has been or may be granted in undivided fractionat interest in securities not ptedged to governmentat entity; c. deposits made by goveromenta[ entity in depository bank are insured by the FO[C in the a~ount of the deposit or deposits up to $100,000; and d. depository bank is duty authorized to execute this agreement; that this agreement has been approved and authorized by the beard of directors of depository bank; and that this agreement is reflected in the minutes of said board and in the records of depository bank. Depository bank shat[ furnish certified copies of such minutes to goverr~enta[ entity upon request. 8o Depository bank shat[ be permitted to retease or substitute securities ptedged hereunder at any tin pursuant to prior written authorization by the goverr~nenta[ entity. Depository bank, on demand by goverr~nenta[ entity, shat[ furnish to governmentat entity a stat~ent describing by CUSIP and poor number, par vatue, interest rate, maturity date and current market vatue of the securities ptedged by depository bank. 9. Depository bank shat[ be in defautt and the governmantat entity sba[[ be entitled to foreclose on the security interest in securities ptedged pursuant to this agreement by depository bank on the occurrence of any of the for[owing: a. depository bank faits to pay att of any part of a matured certificate of the governmental entity, including earned interest; b. depository bank faits to pay any check, draft or ~arrant drawn by the state treasurer and the director of accounts and reports which is property payabte and there are sufficient funds on deposit for its payment; c. depository bank fa[is to account for any check, draft, uarrant, order or certificate of deposit or any money entrusted to it by the goverr~enta[ entity; or d. a conservator or receiver is appointed for depository bank. 10. in the event of a default, securities ptedged by depository bank and herd by Sonf[ower Bank, B.A. shat[ be subject to sate pursuant to the [a~s of the state of Kansas to satisfy the obligations of depository bank to governmentat entity. 11. On request from the governmentat entity, depository bank shat[ provide copies of its mast recent cat[ reports. 12. The governmental entity shat[ be entitted to ~ithdraw their funds, inctuding accrued interest, from depository bank if: a. depository bank faits to pledge securlttes in accordance with paragraphs 4 and 8 above; or b. depository bank faits to abide by paragraph 7 and its subports above. 13. This security agree~ent may not be assigned in whore or in part and is binding on the parties, their successor and assigns. 14. if any provtslon of this contract is determined by a court of competent jurisdiction to be invatid or unenforceabte to any extent, the remainder of this contract shat[ not be affected, and each provision of this contract shat[ be enforced to the furies[ extent permitted by taw. 15. This agreement shat[ be governed by the taws of the State of Kansas. 16. This contract shat[ be modified only by the written agreement of the parties subject to paragraph 7.d. above. 17. Ualver of any breach of any provision in this contract sbatt not be a waiver of any prior or subsequent breach. Any waiver shat[ be in writing and any forbearance or indutgence in any other form or manner by the governmentat entity shat[ not constitute a ~aiver. Goverr~nenta [ Entity by: Tttte: Depository Bank by: TitLe: