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Custodial Agreement 01-24-2003 18:04 913 234 1790 01/17/03 FRI 14:23 FAl 913 89' 92~2 FHLB SAFEKEEPING SSB Corporate P.02/07 III 002 . CUSTODIAL AGREEMltNT This Custodial Aareement dated 1a.tnwy lZ 20,Q¡ is made and entered into by and &mons City of SaUD¡, C'D1unicipaUty'); Securitv Savin2S .Q~ (Hdepository bank"); Fedea Home Loan Bank of Topeka ("custodianlJ); and - ("agent"), Any references hereinafter to agent are applicable only if an agent is a party to this Agreement. Municipality, depository bank and asent have entered intO a security agreement &D.d have requested that CUStodian undertake certain custodial functions in QODaCçtÏon with certain financial ass." investment property aDd security entitlements with respect thereto consisting of certificated securities. uaccrtitlc&ted securities, seCUrity emit1ement!l, and undivided ftoactional interests therein, and negotiable promissory notes and mortl88e.t securing payment thereof, all hereinafter called "financial assets" pJqed by depository bank and aøent to munioipality to secure deposits of municipality in depository bank. Accordingly, custodian, municipality, agent and depository bank agree as rollow8~ 8 1. MaiDt_!IIDce tJl Acc:oQØa Custodian 'Will maintain a 8ecurities account (Account) in the oame of' depository bank of which depolitory bank is sole owner to hold filWLcial assets of depository bank and af agent. including financial assets designated :&om time to time by depository bank or &gent pursuant to the procedures províded for herein as being subject to a security .interest in favor of municipality and fi'om time to time doposited with or collected by custodian. From time to time hereafter. depository bank will send a ~eu, facsimilo. teJephone iDltructions or conñrmed jn writing or fax (in fonn satisfactory to custodia.a) to custodian designating and identifYing one or marc :financial 8UCtS then held. by custodian in the Account, as beins subject to a security interest graated by depository bank 8.Eld a¡ent to municipality. Upon receipt of such communication and 1Inancial 8Isets described therein, custodian will (i) issue 8.I1d delivef to each of municipality and depository bank an identical Joint safekeeping/CUStOdy receipt ("ICR'~) identifying the designated financial assets and reflecting murdcipality.s status as a secured party u to such financial ISsetl and (ll) mark its boob and recorda to ret1ec:t that mWJicipality i.I a Secured party u to suçh financial assets. For purposes of the Agreement, the financial assets ldeniliied on aU such JCR J S are refcn'ed to Iterein u the "Pled¡cd Financial Assets." All pledged Financial Assets shaU be held by custodian subject to the terms oftbe Agreement. and custodian will not enter into a control a¡reemcm wjth respect to any Pledged FinaDcjaI Assets with any secured party other than muaícipality. Depository bank and agent confirm and warrant that aU Pledged Pinançial Assets are and will be subject to a security interest in favor of municipality and will not be subject to the security interest of any other party, and that CUStodian may deal with municipality as a ~~secured partyll under the Kansas uniform œmmcrçial code. 2. lamlDe. Unti1 CUltodian bas been DOtiñed iD writiIJg by municipality that a default has OCCUlTed 1mdêr any security agreemcm between municipality, dcpoairory bank and -sent. CUStody ia authorized to deliver or pay over all principal payments, ÏD!ereat and other income received by custodian on the Pledge Financial Auets to depository bank or to depoeit same in any acCOunt maintained by ch~ dÇOlitory bank (including, without limitatioD, the AeOOunt) and 8 01-24-2003 18:04 913 234 1790 01/17/03 FRI 14:24 FAX 913 894 9232 FHLB SAFEKEEPING SSB Corpora'te P.03/07 141003 . receí- & prinoipol P&}'meIIt OD & Pledged FIoanciat Asset that CODJtitutes the fuU l'OpaY1DtJIt of !:be then-outstandiIJg principal balazu:e of such Pledged Finaucial Asset, CIUIodian shaU bold web priDcpal payment in a ouh colIateraJ IICCOIIIIt "'1ÌIItaÌned by tho custodian in tho Dame of depository bank as if; and to the same effect that, it \V8I included within the Pledged Financial Aøet.. After receiving IWI:Ü!cation &0111 mumcipaliry of lID "WIlt of de&ult UDder any aocucity agreement between municipality, depository bank and aeent" custodian shall hold all plÙlcipaJ paym8l1t8. intere8t and other iacome receiVed by it with respect to the Pledpd Finilldal Assets, In a Cab a- mainl8iDed by CII8IOcIian in the Dame of depositoty bank, and all suo.b sums shalJ be held as if'. and to the same effect that, it \\'as included within the Pledged FinanciaJ Assets , . 3. iaa'a DId P . As-Ie Custodian shall hold the Pledged Financial Assets, incJudinS any Pledged Financial Assetl that constitute additions or subStitutions that were ciesisnated by depositozy bank under the procedure. provided for hereiJ2, In order to satisty and perfeCt by control the security interest granted municipality by the . security agreement between depolÎtory bank. municipality and agent, and shall not sel~ transfer, U&Ìp, pledge (except as otherwise agreed to by the municipality and depository bank or as provided for herein), or Otherwise Utilize such Pledged FinanQal Assets or any cash that is to be held as Pledged Financial Asws offe:ed by doposito¡y hank as additioDl or suhsdtauio... are permitted collateral under the applicable laws and resu1atiODS in eff'eCt Û"om time to tome, or if the vaJue of any P1ed¡ed Financial Assets is sufficient under luch applicable laws or regulations. Municipality shall have control over the pledged Financjal Assets under the Kaasas 1IIIi1bnn COlDDlecoial COde. Cuøtodian will act OD writtea iJuttua¡ons concarnin¡ 111. Pfedsed I'JnA"CiaJ Auets ori&inated by tile DlUDÍcipality witbout fùrthar con- by deposito!}' bank or any other party. .., well as written ÍDstnJctiOJ18 originated by depository bank. Custodian will not act on written instruCtions with respect to Pledged Pinancial Assets :&om any party other than muniçipality md depolito1y bauk. Municipality asreos to issue written instructions to custodian concerning the Pledged Financial Assets only to foreclose the security interest of munidpaJity in the Pledged FinlDCial Assets in the event depository blDk f811s to pay, acçording to it. tenDS, and deposit offùnds oftbe municipality. 4. CaN oUm.øertv: ~Dœ 08 QaW:a &. Custodian shall e.ercise the same care with respect to the Pledged Financial Assets as custodian exercises with reJpect to custodian's own property. Custodian assumes I'CaIpomibility only for 10" to any Pledged Financi41 Assets occuioned by the De!iseooe at; or COImIrsiOJl,IIIÎS8pproprfat or theft by custodian's sgOAl8l>dlor employe... and then only to the ~t of the market value on the date of the discovery of the 10s5. Custodian, at its oplÎOn, mq úuure iIHJf 8aia¡t I"", !tom any - but ,ball be uoder no obJiption to obtain ;n8lU8DCe directly for the beoeftt of eith... DllUlicipalhy or depositmy bank or agent. 8 b. . CUlt6dian. àt any time, wtt.bout any resulting liability to it, JDILY act in rwllance on &Dy orden autodian boliev.. to be sezmme. including orden by . sisned ~ (vi. tdecopy or Otherwúe). by eJccIronic commwûC8!ion OT by "'lepbaae, CIIstodiaD may rely upO1l 01-24-2003 18:05 913 234 1790 01/17/03 FRI 14:24 FAX 913 894 9232 FHL8 SAFEKEEPING SSB Cor-porate P.04/07 ~OO4 8 any order that is in writing if it purports to b. signed by a represenutive of municipaJity whose name bas been fùmished to cuStodian u being a designated individual authorized to give such orders to CUStodian on beb&1f of municipality (an «AUthorized Representative") or if it purports to be signed by a representative of the depository bank (u applicable). without any duty to investipte or conf1nn the actual authority of such lW21eå representative. Custodian is expressly authorized to rely upon lIly facsinllIe copy of any \Witten docwnent (incJudlns any lCR) u if. IUld to the same effect u íf an original executed COpy thereof had been received, by it &om the party purporting to have executed it. co All credits, debits or transfers sball be deemed to have been completed at .such time as rcçorded on custodian's books. d. Custodian undertakes to Perfunn only the ctutiœ expressly let forth in this Agreement, and assumes DO responsibility other that for the safekeeping aDd disposition of the Pledged Financial Assets as provided for herein. . e. TRDJfet of finanoJe1 assets to custodian Ittay be accomplished by c:rcditins the Accounting directJy Dr crediting the account of cuaodian with the FederaJ Reserve Bank of Kansaa City, MíSJOw\ or a socurities intennediary~ or by delivery of physical certificates. notes and mongages to cultodian in ne¡otiable fonn. Municipality, depository bank and agent a.grM that CUstodian's use of the Federal Roserv= and other third-party custodian, depositories, securities intermediaries and agents in CODDect.ÎO!1 with the Pledged Financíal Assets and transactions contemplated under this Agreement is authorized if authorized by KS.A. 9-1405 and amendments thereto, and shall comply fully with all tcrma and conditions ofthia Agreement ~ custow1s transfer md custody of the P!edged Financial Assetl. Municipality and deposrtory bank: acla1owledge and. understand that all transfers of securities by the Federal .Reserve are subject to the Federal Reserve's then applicable rules and procedures and operating letters. 5. !!Jeue of Seœrit!!!. Depository bank or agent shall transfer or deposit Pledged FinaDciaJ Assets to custodian. No Pledged Financial .Asset sha1l be released or substituted without the written order of an Authorized Represeatative or an order (writtea, facsimile, telephone, electronic OT otherwise) of a representative of depository bank:. Delivery to custodian of 0) written. instructions executed by an Authorized Representative or a represeqf;aÛve of depository bank., or (d) a JCR describing the Pledged Jiinancia1 A5sets. if executed by an Authorized Representative or a representative of depository b~ shaJI authorize custodian to deliver or transfec BUCb Pledged Financial Assets to depository bank or to any account or entity designated by depository bank. If çustodian is required to transfer, deliver or sell any Pled¡ed Financial Assets pursuant to provision, of any statute or reSUlatio.ll appHcahl~ to property securing the deposits of municipality, cultodian is hentby expressly authorized to e$¡çt such transfer, delivery or sale pursuant to such statute or regulation., and upon doiDg so shall be released and discharged from any Ñrther duty or liabiHty hereunder or otherwise with r~ to 3Yc;h Pled¡ed FinandaI Assets. 6. Co... M.n...tWn. DepositOIy bank agrees to pay custodian compensation for the . . 8 8 01-24-2003 18:05 913 234 1790 01/17/03 FRI 14:23 FAX 913 894 9232 FHLB SAFEKEEPING SSB Corporue P.05/07 !4Joos services to be rendered under this A.¡reem.ent bued on rates which shall be detemúned by custodian from time to time:. 7. IademlJßcation. Municipality, subject to the Kansas Ton claims act, and depository bank IgI'8e, jointly and scwra11y, to indemnity cultoclian from and hold it harmless qalnst any liability in connection with, arlsÍD¡ OUt of or in any way related to the: transactions contemplated and relationship established by this Agreement, ezcept that municipality wd depositolY bank shaJI not be liable for any liabiUty that j 5 determined to be the direCt result of acts or omission on the part of custodian constituting negligence or willful misconduct. 8. Mo n or Am t. No modificationB of or amendment to this Agreement shall be bindin¡ unless in writing and executed by the parties. This Agreement will be duly authorized by and reflected upon the minutes of the board of directors of depository bank and \ViII be contínuouø1y maintained at an official record of dcpoaitol)' bank. 9. Termination. This agreement shaH terminate upon ten busincss days' written notice of termination, signed by municipaJity and depository bank. It is further provided that custodian may terminate thiJ Agreement upon tel! (10) clays written notice to aU other parties hemo. Upon &Dy termination of this .Agreement, custodian ill authorized to transfer or deliver the Pledged Financial Assets to any person, eDtity or account specified in any v.Tß:ten InltnU:tiOns signed by municipality, Ot. at custodian's 8010 discretion, may continue to be held by custodian until custOdian receives written instructions signed by both DnmicîpaUty and dcpoåtOIy bank:. 1 o. ~. If any provision of tlús Ageemem is held to be unenforco&ble by a court of competent jurisdiction, the other tCJmI and provisions shall not be affected and shall rc:main in MI. force and effect. 11. Ripa aDd tùmedie8. The rights and remedies conferred on the parties shall be cumulative and exercise or waiver of any riJht or remedy shall not preclude or inhibit the exercise of any additional rights and remedies. 12. BeadinG. Headings are for reference purposes only and shall not be construed IS part of this A.,greement. 13. No~ga. All DOtices shall be given to the party entitled to receive notices at the following addresses and telephone numbers: a. Unless and until municipality shall give written notice to àepositoty bank and CUStodian to the contraly, the following person(s) shall be authorized to act on bchiilf of'mumcipaIity and to give and receive an notices and otherwise act under tbiJ Asreemeut. -- . . 8 01-24-2003 18:06 913 234 1790 01/17/03 FRI 14:2S FAX 913 894 9232 FHL8 SAFEKEEPING SSB CorpOra't8 P.06/07 @ 006 - Telephone: ~ b, Unless and until depository bank: shall give written nOtice to .municipality and œstodian to the contrary. the following person(s) ¡baIl bo authOIized to act on behalf of depository bank and to give IZ1d receive aU notices and otherwi.e aCt under this Agreemcnt. ~. Qi~ ~ v.,,:~~~ Ene W. VaI_llc'¡ Sen Pre I - - Telephone: (913) 894-S40Q C. Unless and until custodian sbalJ give written notice to municipality and depository bank to the contnuy, the foUo~ng person(s) shall be authorized to act on behalf of CUBtOåiW1 and to ¡ive and receive all notices and otl1envise act under this A¡reement. Frank. Tiernan Elaine Carls - Jeff 09 I e - Mike Metevier Telephone: 877-933-7803 d. UnJeg aDd WlIÜ - Iha1I !live Wrlueo ~otìce to mwUcípaUty aDd depooitory bank to the contrlly. the fOllowing per5Ol1(s) shall be authorized to act on bcba1f of agent ADd to give and receive aU notices and otherwise act under this Agreement. - - - Telephone: - 14. This agreement ahaJl be B'overnlld by the laws oftlte state otKansas. Custodian: Fed~J,LHorJ:Je Baak ~ By: ~ nk T: e rno n, S:A:t ~ ~ ~eo: r~ Title; - ? Date, \ î .:J 0.-... ~ 9ø() ~ '- I I I I , I I I I I I I J I I I . . 8 01-24-2003 18:06 913 234 1790 01/17/03 Far 14:28 FAl 913 894 9232 Municipality: - By: - Title; - .Date; --.. FHLB SAFEKEEPING SSB Corpo:ra~e P.07/07 ~OO7 ~~"1 Sav;.,. Bank. F.S,I!. Title: Semor Vice ~idbtt of Finane; Date: Ianuarv 17 2Q.Q¿ Asent: - By: - Titlc; - Date: - J I I I I I I I I , 1