HomeMy WebLinkAboutNorth Fork BankTItlRD PARTY CUSTODIAN AGREEMENT
THIS AGREEMENT, made and executed as
TOWN OF SOUTHOLD
North Fork Bank, ( ) and The BankofNew York ("Custodian").
of M q l,I between
["Locai Government"),
WITNESSETH
WHEREAS, Local Government desires to maintain or continue to maintain publin deposits with the Bank;
WHEREAS, the Bank desires to obtain such deposits and to provide security therefor as required by the
General Municipal Law, Banking Law and other applicable statutes;
WHEREAS, the Custodian agrees m provide safekeeping services and to hold any securities pledged, by
the Bank in a custodial aqcount established for the benefit of the Local Government as secured parey pursuant
thisAgreemem
NOW, THEREFORE, in consideration of the mutual promises set forth hereafter, the parties hereto agree
as follows~
1. Security Requirements.
(a) The Bank, to secure the timely payment of Uninsured Deposits heretofore or hereafter made by the
Local Government, including any interest due thereon and any costs or expenses incurred by Local Government and
arising oat of the collection of any deposits made with the Bank, shall provide the Local Government with Eligible
Collateral having an Adjusted Market Value equal to the Collateral Requirement. Whenever Eligible Collateral is
provided pursuant to this paragraph, the Bank hereby grants to the Local Government a pledg~ and security interest
in and to suck Eligible Collateral and shall deliver such Eligible Collateral to the Custodian in the mariner
prescribed in Section 2 of this Agreement. '!~ae security interest of the Local Government in Eligible Collateral shall
terminate upon the transfer of such Eligible Collateral from the Account. Eligible Letters of Credit and Eligible
Surety Bom:ls provided pursuant to this paragraph shall be subject to the prior approval of the Local Govemmem
unless the Local Govenunant has approved in writing the form of an Eligible Letter of Credit or Eligible Surety
Bond to be issued by a specific entity or the form of such Eligible Letter of Credit or Eligible Surety Bond is
attached hereto as an Exb2bit
(b) The Custodian will daily determine the Adjusted Market Value of the Eligible Collateral provided
pursuant to this Agreement (except that the Bank shall provide to the Custodian the Market Value of Eligible Surety
Bonds). If the Adjusted Market Value of such Eligible Collateral is less than the Collateral Requirement, the
Custodian will so notify the Bank and the Bank shall, upon such notice, be required to provide additional Eligible
Collateral having an Adjusted Market Value equal to or greater than such deficiency no later than one Business Day
after receipt of such notice. If the Adjusted Market Value of the Eligible Collateral provided pursuant to this
agreement exceeds the Collateral Requffemem, the Custodian, ar the direction of the Bank, shall transfer securities
from the Account, or m the case of other Eligible Collateral, cause or consent ro a reduction m the mount thereofi
to the extent of such excess,
(c) The Bank may substitute Eligible Collateral ("Substitute Collateral") for any Eligible Collateral
previously provided pursuant to this Agreement so long as the Substitute Collateral has an Adjusted Market Value
equal to or greater than the Eli~ble Collateral which it will replace, l'he Bank shall give Written or Oral
Instructions to the Custodian with respect to any proposed substitution. If the Substitute Collateral described in
such notice consists exclusively of Eligible Collateral having sufficient Adjusted Market Value, the Custodian. at
the direction of the Bail shall transfer the Eligible Collateral out of the Account against delivew ro the Account
on the same Business Day of the Substitute Collateral. In the event the Substitute Collateral described in such
notice consists of an Eligible Letter of Credit or Ehgible Surety Bond, the prior consent of the Local Government
shall be required before the Bank or Custodian may complete the subsf~nttion described in such notice unless the
Local Government has, in wrifmg, previously approved and consented to the form and issuer of the Eligible Letter
of Credit and/or Eligible Surety Bond to be provided as Substitute Collateral.
2. Custody of Eligible Col/ateral.
(a) The Bank and Local Government hereby appoint the Custodian as custodian of ail Ehgible
Collateral at any time delivered to the custodian pursuant to this agreement. The Custodian hereby accepts
appointment as such Custodian and agrees to establish and maintain the Account and appropriate records
identifying the Eligible Collateral as pledged by the Bank to the Local Government, The Account shall be kept
separate and apart from the genaraI assets of the Custodian and will not, in any ckcumstances, be commingled with
~bec~me part ~f the~backing f~r any ~ther dep~sit ~r liability ~f the Cust~dian ~r any ~ther ~ers~ ~r en~ty. The
Custodian, m p,efformmg i~s duties and responmbililies pursuant to th~s Agreement, shall act as custodian for, and
agent ol} the Local Government.
(b) The Bank and Local Government agree that Eligible Collateral delivered to the Custodian for
deposit in the Account may be in the form of Credits to the accounts of Custodian at the Book Entry System or a
Depository or by delivery to the Custodian of physical certifmates in a form suitable for transfer or with an
assigmment in blank to the Local Government or Custodian. The Bank anti Local Government hereby aufl~oZlze
the Custodian on a continuous and ongoing basis to deposit in the Book Entry System and/or the Depositories ail
Eligible Collateral that may ,be depQsited therein and to ntiiize tlle Book Eniry System and/nj: Depositories and the
receipt and delive~y of physical Securities or any combination thereof in cor/nection with i~s performance
hereunder. EligibIe Collateral credited to the Account and deposited,in the Book Eintry System or Depositories or
other financial intermediaries will be represented in accounts of The Bank of New York that include only assets
heftd by the Bank of New York for its customers, and includingbut not limited to accounts in which The Bank of
NeW York acts in a ~ditciary, agency or representative capacity. Eligtl01e Collateral that: is not h~ld in the Book
En~try System, Depositories or through another financial intermediary will be hehi in the CUstodian,s vault and
physically segregated fi:om securities and other non-cash property belonging to the Custodian.
(c) (i) The Custodian shall provide the Local Government and the Bank each month with a statement
identifying ali Eligible Collateral in the Account, the Market Value and Adjusted Market Value thereof as of the
date of such statement. The Custodian shall also provide, upon request, the Local Government and Bank with a
written confn'matiou on any Business Day on which Eligible Collateral is transferred to and from the Account.
Such confirmation shall idanlJfy the specific securities which are the subject to the confirmation and state both the
Market Value and Adjusted Market Value thereof.
(ii) Local Government agrees that it shall promptly review all such confmnation statements
and shall promptly advise Custodian by Oral or Written Instruction of any error, omission or inaccuracy in such
statements. In the event that Custodian receives such a Written or Oral Instruction identifying a spec'fflc concern
with respect to the Market Value, Adjusted Market Value, or* any other matter connected with the Account,
Custodian shalI undertake to correct any errors, failures or omissions, if any, that are reported to Custodian by
Local Government provided that Custodian agrees, in the sole good faith detanhination of Custodian, that such
error, failure or omission actually occurred. Any such corrections shall be reflected on subsequent confmnation
(iff) Notwithstanding anything to the contrary herein, the parties agree that any reasonable
action or inaction Custodian takes in connection with this Agreement shall not be alleged, deemed, or construed as
giving r~se to any liability, absent negligence or willful misconduct, as set forth hereunder in, without limitation.
Sections 5(a), 5(c), 5(f) and/or 5(g) hereo£
d) The Account shall not be subject to any security interest, lien or any flight of set-offby or against
the Custodian.
(e) With respect to all Eligible Collateral held in:the Account, the Custodian by itself, or through the
use of the Book Entry System or the appropriate Depository, shall, unless otherwise insu'ucted to the contrary by the
Bank: (i) collect all income and other payments reflecting interest end principal on the Eligibte Collateral in the
Account end credit such mounts to the account of the Bank; 0il forward to the Bank copies of all information or
doeumenrs that it may receive from en issuer of Eligible Col/ateral which, in the opinion of the Custodian, is
intended for the beneficial owner of the Eligible Collateral including, without limitation all proxies and other
authorizat~ous properly executed and all proxy statemenm, notices and repons; (iii) execute, as Cus~odien, any
certificates of ownership, aflhdavits, declarations or other certificates under any tax laws now or herea~er in effect
in connection with the collection of bond and' note coupons; (tv) hold directly, or through the Book Entry System
or D'eposh~ot% all rights issued with respect m any Eligible Collateral held by the Custodian hereunder; and (v)
uppn ~eceipt of Written instmctiuns from the Bank, the Custodien wi/1 exchange Eligible Gollateral held hereunder
fo~ other se.m~* ?s and/or cash in,connection with (a) uny conversion pl4vilege, reorgan/zafiot!~ r,emp~taiizatioI3,
redenyptJ,en:. ~?inck cons~61~dati0n~ tender offer or exchange offer, or 0v) any eXemise, sUbscription, pm:chase or
3. Events of Default
In the event the Bank shall fail to pay the Local Government any amount of the Deposits by the Local Government
covered by tiffs Agreement in accordance with the terms of such Deposit, or should the Bank fail or suspend active
operations, the Deposits in such Bank shall become due and payable immediately and the Local Government shall
have the rig&~ to tafllaterally demand delivery of ali Eligible Collateral in the Account by notice to the Custodien
end to sell such securities at public or private sale. In the event of such sale, the Local Government, after deduct'rog
all legal expenses and other costs, including reasonable attorneys fees, from the proceeds of such sale, shall apply
the rema'mder towards any one or more of the liabilities of the Bank to the Local Government and shall return the
surplus, if any, to the Bank.
Representation and Warranties
(a) Representations of the Bank. The Bank represents and warrents that:
(1)
it is the legal and actual owner, free end clear of all liens and claims, of all Eligible
Collateral pledged pursuent to this Agreement;
(2)
this Agreement was executed by en officer of the Bank who was authorized by the
Bank's board of directors to do so and will at all times be maintained as en official record
of the Bank;
(3) all securities pledged pursuent to this Agreement are Eligible Collateral;
(4)
the Bank is a bank or trust compeny located end authorized to do business in the State of
New York:
all acts, conditions end things required to exist, happen or to be performed on its par~
precedent to end in the execution and delivery of this Agreement exist or have happened
or have been performed.
that:
Co) Representations of the Local Government. The Local Government hereby represents end warrents
(1)
this Agreement has been legally and validly entered into, does not end will not violate
eny statute or regulation applicable to it end is enforceable against the Local Government
in accordance with its terms;
(2)
flae appointment of the Custoc[ian has been duly authorized and no other action by the
Local Government ss required and this Agreement was executed by an officer of the
Local Government authorized to do so;
O)
it will not uransfer, assign its interests in or the rights with respect thereto any Eligible
Collateral pledged pursuant to this Agreement exc~13t as authorizec[pursuant m Section 3
of the Agreement;
all acts, conditions and things required to exist, happen or to be performed on its parr
precedent to and in the execution and delivery of this Agreement exist or have happened
or have been performed.
Representations of the Custodian. The Custodian hereby represents and warrants that:.
(1)
Custodian is duly urgan/zed and existing under the laws of the jurisdiction of its
Organization, with full power ro carry on its business as now conducted, to enter into this
Agreement and to perform its obligations hereunder;
(2)
This Agreement has been duly authorized, executed and delivered by the
Custodian, constitUtes a valid and legally lfmding obligation of the Custodian, enforceable
in accordance with its terms, and no statute, regulation, role, order, judgment or contract
binding on Custodian prohibits Custodian's execution or performance of this Agreemenu
Concerning the Custodian.
(a) The Custodian shall not be liable for any loss or damage, including counsel fees_ resulting from its
action or omission to act or otherwise, except for any loss, damage, claim or expense arising out of its own
negligence or willful misconduct, and shall have no obligation hereunder for any loss or damage, including counsel
fees, which are sustimed or incurred by reason of any action or inaction by the Book Entry System or any
Depository. The Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of
competent counsel and shall be fully protected with respect to anythin~ done or omitted by it in good faith and
conformity with such advice or opinion. The Local Govermnanl and Bank agree, jointly and severally, to
indemnify the Custodian and to hold it harmless against any and all costs, expenses, damages, liabilities or claims,
including reasonable fees and expenses of counsel, which the Custodian may sustain or incur or which may be
asserted against the Custodian by reason of or as a result of any action taken or omitted by the Custodian hi
connection with operating under this Agreement except those costs, expenses, damages, liabilities or claims arising
out of the negligence or willful misconduct of the Custodian or any of its employees or duly appointed agencies.
This indemnity shali be a continuing obligation of the Local Government and Bank notwithstanding the termination
of this Agreement.
Co) The Custodian shall not be responsible for, or considered to be the Custodian of, any Eligible
Collateral received by it for deposit in the Account until the Custodian actually receives and collects such Eligible
Collateral directly or by the final crediting of the Custodian's account on the books of the Book Entry System or the
appropriate Depository. The Custodian will be entitled to reverse any credits made on the Local Government's
behalf where such credits have been previously made and the Eligible Collateral is not finally collected.
(c) The Custodian shall have no duties or responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement and no covenant or obligation shall be implied against
the Custodian in connection with this Agreement.
(d) The Local Government's authorized officer, upon reasonable notice, shall have access to the
Custodian's books and records maintained with respect to the Local Government's interest in the Account during the
Custodian's normal business hours. Upon the reasonable request of the Local Government, copies of any such
books and records shall be provided by the Custodian to the Local Govcrnment or the Local Government's
authorized officer at tho Local Government's expense.
(e) The Custodian may enter into subcontracts, agreements and understandings, whenever and on
~uch t6rms and co~ditions Cs it deems necessary or appropriate, to perform its services hereunder; such subcontracts,
agreements and understandings may be with third parties and may be with other subsidiaries of The Bauk of New
York Company, Inc. or any successor to The Bank of New York Company, Inc. or w/th other persons not a party
hereto. No such subcontract, agreement or understanding shall discharge the Custodian from its obligations
hereunder.
(f) Reliance on Pricing Services. To the extent Custodian values Eligible Collateral, establishes and
maintains Market Value and Adjusted Market Value of Eligible Collateral held in the Account, Custodian is
authorized to utilize any generally recognized pricing information service (including brokers and dealers of
Securities), such as any Nationally Recognized Statistical Ratings Orgaulzarion~ i~ order Fo per£orm its valuation
respons~ilities hereunder, ~f any, and the parties agree that Custodian shall be held harmless from and aga'mst any
losses incurred as a result of errors or omissionS of any such pricing information service, broker or dealer.
(g) Force Majeure. Custodian shall not be responSible or liable for any failure or delay in the
performance of its obligations under this Agreement arising ou~ of or caused, directly or indirectly, by
mrcmsmecs beyond its reasonable control including without lhnitaJ:ion, acts of God, emthquakes, frees, floods.
wars, civil or military disturbances, sabotage, epidemics, riots, loss or malfunctions ofutili~s, computer (hardware
or soltware) or communications ser,Ace, labor disputes, acts of c~fl or military anthorky, or gavemmental, judicial
or regulatory action; provided however, that Custodfan shall use its best efforts under the ch:cumsrances to resme
normal performance as soon as practicable.
6. Termination
Any of the parties hereto may terminate this Agreement by giving m the other parties a notice in writing specifying
the date of such termination~ which shall be the earlier of (i) no~ less than 90 days after the date of giving such
notice or (ii) the date on which the Deposits are repaid in full. Such notice shal/not affect or terminate the Local
Government's security interest in the Eligible Collateral in the Account Upon termination hereof, the Custodian
shall follow such reasonable Written Instmctious of the Bank and the Local Government concerning the transfer of
custody of Eligible Collateral, collateral records and other items In the event of a discrepancy between Written
Instructions of the Bank and the Local Government, the Custodian shall act porsuan~ to the Bank's Written
Instructions. Ii, on the date set forth in the termination notice, this Agreement shall terminate except as otherwise
provided herein and all obligations of the parties to each other hereunder shall cease
7. Miscellaneous.
(a) The Local Government and Bank each agrees to furnish to the Custodian a new Certificate
(ExhibitC) in the event that any present Authorized Person ceases to be an Authorized Person or in the event that
any other Authorized Persons are appointed and authorized. Until such new Certificate is received, the Custodian
shall be fully protected in acting upon Oral or Written Instructions or signatures of the present Authorized Persons.
(b) Any Written Instructions or other instrument in writing authorized or requ'uced by this Agreement
shall be given to the Custodian and shall be sufficiently given if sent to the Custodian by regular mail to its offices
ar One Wall Street, 4' Floor, New York, New York 10286, Arm: BDS-Collateral Manager or at such other place as
the Custodian may fi.om time to time designate in writing.
(c) Any notice or other instrument in writing authorized or required by this Agreement to be given to
the Bank shall be sufficiently given if sent to the Bank by regular mail to its offices at 275 Broad Hollow Road.
Melville. New York 11747, ~)r at such other place as the Bank may fi.om time to time designate in writing.
(d) Any notice or other instrument in writing, authorized or required by this Agreement to be given to
the Local Government shall be sufficiently given [f sent to the Local Government by regular mail to its offices
or at such other offices as the Local Government may fi:om time to time designate in writing.
(e) In case any provision in or obligation under this Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and unenforceability of the remaining provisions or
obligations shall not in any way be affected or impaired thereby and if any provision is inapplicable to any person or
circumstances, it shall nevertheless remain applicable to all other persons and circumstances.
(f) This Agreement may not be emended or modified in any manner except by written agreement
executed by all of the parties hereto.
(g) Tins Agreement shall extend to and be binding upon the parties hereto, and their respective
successors and assigns; provided, however, that this Agreement shall not be assignable by any party without the
written consent of the other parties.
(h) This Agreement shall be consumed in accordance with the laws of the State of New York without
regard to conflict of laws principles thereof. The Local Government, the Bank and the Cnstodian hereby consent to
the jurisdiction ora state or federal court situated in New York City, New York in connection with any dispute
arising hereunder.
(i) Waiver of Immunity. To the extent that in any jurisdiction any party may now or hereafter be
entitled to claim, for itself or its assets, immunity from suit, execution, attachment before or after judgment) or
other legal process, each party irrevocably agrees not to claim, and it hereby waives, such immunity in connection
with this Agreement.
(j) In the event of any inconsistency or conflict between the terms and conditions of this Agl'eement
and the terms and conditions of the Custody Agreement dated March 8. 1999, between Bank and Custodian relating
to the maintenance of Public deposits with the Bank, terms and conditions of this Agreement shall govern and
control.
8. Definition.
Whenever used in this Agreement the following terms shall have the following nteanmgs:
(a) "Account" shall mean the custodial account established with the Custodian for the benefit of the
Local Govemmentas secured party in accordance with this Agreement.
Co) "Adjusted Market Value" shall be one hundred percent of Market Value, except that: (1) in the
case of Eligible Collateral enumerated iti subpemgraphs (v), (vi) and (vii) of Exhibit "B," the Adjusted Market
Value shall be an emount equal to its Market Value multiplied by 0.9 if such Eligible Collateral is not rated in the
highest rating category by ~t least one Nationally Recognized Statistical Rat'mg Agency, but is so rated in the second
highest rat'mg category, and an emount equal to its Market Value multiplied by 0.8 ff such Eligible Security is not so
rated in one of the two highest categories, but is so rated in the third highest rated category; (2) in the case of
Eligible Collateral enumerated in subparagraphs (viii), (x) and (xi) of Exhibit "B," the Adjusted Market Value shall
be an emount equal to its Market Value muitiplied by 0.8; (3) in the case of Eligible Collateral enumerated in
subparagraph (ix) of Exhibit "B." the Adjusted Market Value shall be an amount equal to its Market Value
multiplied by 0.7; and (4) in the case of Eligible Letters of Credit, the Adjusted Market Value shall be an amount
equal to its Market Value divided by 1.4.
(c) "Authorized Person" shall be any officer of the Local Government or Bank, as the case may be.
duly authorized to give Oral Instructions or Written Instructions on behalf of Local Government or Bank, such
persons to be designated in a Certificate substantially in the form of Exhibit "C"- attached hereto, as such Exhibit
may be amended ~om time to t/me.
(d) "Bank" shall mean any bank as defined by the banking law of the State of New York or a national
Banking association located and authorized to do business in New York.
(e) "Book Entry System" shall mean the Federal Reserve/Treasury Book Entry System for receiving
and delivering U.S. Government Securities.
(f) "Business Day" shall mean any day on which the Custodian and the Bank are open for Business
and on which the Book Entry System and/or the Depositories are open for business.
(g) "Cert/~ate" shall mean the Certificam attached hereto as Exhibit 'C"_
(h) "Collateral Requirement" shall mean the amounts reo~nired_ in Exhibit "A" unless the Batik and
Local Government agrees to a different amount in accordance with this Agreement.
"Depository" shall include the Depository Trust Company, the Participants Trust Company and
other secui'ities depositories and cleating agencies (and their successors and nominees) registered with the Securities
and Exchange Commission or otherwise regulated by appropriate federal or state agencies as a seanrities depository
or clearing agency.
0) "Deposits" shall mean all deposits by the Local Government in the Bank that are available for ail
uses generally permitted by the Bank to the Local Government for actually and finally collected funds under the
Bank's account agreement or policies.
(k) "Eligible Collateral" shall mean any securities of the types enumerated in the Schedule of Eligible
Collateral attached hereto as Exhibit "B" as such Schedule may be amended by the parties in writing from time m
t/me, Eligible Letters of Credit, and Eligible Surety Bonds.
(1) "Eligjble Letter of Credit" shall mean an irrevocable letter of credit issued in favor of the Local
Government for a term not to exceed ninety, days by either: (1) a bank (other than the Bank) whose commercial
paper and other unsecured short-term debt obligations (or, in the case of a bank which is the principal subsidiary of
a holding company, whose holding company's commercial paper and other unsecured short-term debt obligations)
are rated in one of three highest rating categories based on the credit of such bank or holding company by at least
one Nationally Recognized Statistical Rafmg Organization, or (2) a bank (other than the Bank) which is in
compliance with applicable Federal minimum risk-based capital requirements.
(m) "Eligible Surety Bond" shall mean a bond executed by an msurance company authorized to do
business in the State of New York, the cla'mas paying ability of which is rated in the highest rating category by at
least two nationally recognized statistical rating organizations.
(n) "Margin Percentage" shall mean the percentage indicated on Exhibit B attached hereto with
respect to particular types of Eligible Collateral.
(o) "Market Value" shall mean. with respect to any Eligible Security held in the Account, the market
value of such Ellg~le Security as made available to the Custodian by a generally recognized source selected by the
Custodian or by the Bank or the most recently available closing bid quotation from such source plus, if not reflected
in the market value, any accrued interest thereon, or, if such source does not make available a market value or a
closing bid price for a particular security, the market value shall be as determined by the Custodian in its sole
discretion based on information famished to the Custodian by one or more brokers or dealers; provided however
that, ~f agreed in writing by the parries hereto, the Bank may provide the Custodian with such Market Values. The
Market Value of Eligible Letters of Credit and Eligible Surety Bonds shall be the face amount thereof.
(p) "Nationally Recognized Statistical Rating Organization" shah mean Moody's. Standard and Poors,
Fitch, Duff and Phelps, BankWatch and IBCA and ha the case of Eligible Surety Bonds, shall also include Bests.
(cO "Oral Instructions" shall mean verbal instructions actually received by the Custodian from an
Authorized Person or Rom a person reasonably believed by the Custodinu to be au Authorized Person.
AgreemenT.
"Substitute Collateral" shall have the meaning set forth in paragraph C of Section I of this
(s) "Uninsured Deposits" shall mean that portion of the Local Government's Deposits with the Bank
which exceeds the insurance coverage available fi:om the Federal Deposit Insurance Corporation.
(t) "Written Insumctions" ~all mean written common,cations actually received by the Bank or the
Custodian fi:om an Authorized Person or fi:om a person reasonably believed by the Bank or the Custodian to be an
Authorized Person by a computer, telex, telecopier or any other system whereby the receiver of such
communications is able to verify by codes or otherwise with a reasonable degree of certainty the identity of the
sender of such communication.
IN WITNESS WFfEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly anthorized amd their respective seals to be hereunto affixed, as of the day and year
first above written.
[LOCAL GOVERNMENT]
By ~ ~ ~,
Title:
NORTH F.~ORK BANK
Title: ~_~. ~/. ~t~.
nlkcolld.doc
(1/99~
THE BANK OF NEW YORK
By: ~~/
Title: ~ &l~:l~P~ ~
p S DeN
Collateral Requirement. On any Business Day that the Local Government has Uninsured Deposits in the
Bank. the Bank. in accordance with paragraph b of Section I of this Agreement, agrees ro deliver or cause to be
delivered to the Custodian for deposit in the Account, E!igible Collateral having an Adjusted Market Value equal to
the,C011ateral Requirement.- For purposes o£this Agreement, Collateral Requirement shall mean the amount of such
Urnin~ured Deposits times the Margin Percentage, if any.
10
EXItlBIT B
Schedule of Eligible Collateral
Margin
105
105
105
105
105
105
105
(iii)
(vii)
Obligations issued by the United States of America, an
agency thereof or a United States government sponsored
corporation or obligations fully insured or guaranteed as to
the payment of principal and interest by the United Stares.
of America, an agency thereof or a United States
government sponsored corporation.
Obligations issued or fully g~aranteed by the International
Bank for, Reconstruction and Development, the Inter-
American Development Bank, the Asian Development
Bank, and the African Development Banlc
Obligations partially insured or guaranteed by any agency
of the Unites States of America, at a proportion of the
Market Value of the obligation that represents the amount
of the insurance or guaranty.
Obligations issued or fully insured or guaranteed by the
State of New York, obligations issued by a municipal
corporation, school district or district corporation of such
State or obligations of any public benefit corporation which
under a specific State statute may be accepted as security
for deposit of public moneys.
~~ares ~ , _ - e ~ate of New
York) of ~e U~s rat~ffF~tl~ee highest
rating ca_..a, togo'~es by at least one nationally rec~miae~,
steal rating organization.
4~tl:fligmlo~s of Pu~e~o Rico rated in~ating
categories by at least o ' _ - "-~-ed statistical
rat ; -
Obl~ons of counties, cities and other governmental
entities ~than the State of Ne~g
th~er to levy t~fall faith and
credit of suc~tity ~d'~ala~the three
highes~egories by at least one ~t/onally
recked statistical rating organization.
11
i05
105
105
105
(viii)
ObJjgations of domestic
~_0~¢r,~l~~one of the two
highes r_atin~s by ar least one
· ' rating
recog~glzed~tistic~ organization.
(Lx) AE~mortgage related securities, as defined i~
Exchange Act of 1934, as~~cb~ed
by banks und~s established by Feder~iI-b'~k~
reg~~es.
(x) ~ankers' accertances issu~
b~ed st~
fro~y are pledged.
(xi) ~r-eom~>_n ~obligations of~ government
_ marketed '
~trips.,,~-
12
EXHIBIT C
Certificate of Authorized Persons
For the Town:
W~T%z~J[m ~,~oore, :Deputy Supervisor
13
TWIRD PARTY CUSTODIAN AGREEMENT
TI-HS AGREE~vlENT, made executed .this I0-~ day of ~ ~]~9 7
between TOWN OF SOUTHOLD, located in the County of Suffolk, the State of New York ("Local
Government"), NORTH FORK BANK, having office, sat P.O. Box 8914. Melville. New York 11747
("Bank") and THE CHASE MANHATTAaN BANK having offices at 4 New York Plaza, 4th Floor. New
York~ New York L0004 ("Custodian").
WITNESSETH
WHEREAS, Local Government desires to maintain or continue to maintain public
deposits with the Bank;
WI-11~REAS, the Bank desires to obtain such deposits and to provide security,
therefore, as required by the General Municipal Law. Banking Law and other applicable statutes;
WHEREAS, the Custodian agrees to provide safekeeping services and to hold any
securities pledged by the Bank in a custodial account established for the benefit of the Local Government
as secured party pursuant to th/s Agreement;
NOW, TI-IEREFORE, in consideration of the mutual promises set forth hereafter,
the parties hereto agree as follows:
. 1.
Collateral Requirements:
Attached as Exhibit A hereto are the collateral reqmrements. The Local Government and the
Bank have agreed to select Option B of Exhibit A. The Bank will provide Eligible Collateral
that is enumerated in Exhibit B. sub-paragraphs (i), (ii), (iii), and (iv). These securities satisfy
the criteria of being 105 % of eligible market value collateral. As a result, the adjusted
market value and the market value will be the same.
Security Requirements:
The Bank, to secure the timely payment of Uninsured Deposit heretofore or hereafter made
by the Local Government. including any inmrest due thereon, shall provide the Local
Government with EligibIe Collateral having an Adjusted Market Value equal to the
Collateral Requirement.
Whenever Eligible Securities are provided pursuant to this paragraph, the Bank hereby
grants ro the Local Governmeur a pledge and security interest in and m such Eligible
..Securities and shall deliver such Eligfl~le Securities to the Custodian in the nannner
prescribed in section 3 of this. Agreement. The security interest of the Local Government
in Eligib~le ~?ies shall teminate upon the transfer of such Eligible Securities from the
Aocognt. Eligible Letters of Credit and Eligible Surety Bonds. pgovided pursuant to this
paragraph shalI be:subject to the prior approval, of the Local G0vernment ~Ss the'tLocat
Govqsrnmen/h~ approved in writing tire ~orm of such Eligitrle Letter of Credit or Eligible
Surety'Bond is attached~herem as an,Exl~it.
The custodian will, monthly determine the Adjusted Market Value of the Eligible Collateral
provided pursuant to this agreement. If the Adjusted Market Value of such Eligible
Collateral is tess than the Collateral Requirement, the Custodian wilI so notify the Bank
and the Bank shall, upon such not,ne, be required to provide additional Eligible Collateral
having an AtSjustecl Market Value equal to or greater than such deficiency no later than one
Business Day after receipt of such notice. If the Adjusted Market Value of the Eligible
Collateral provided pursuant to this Agreement exceeds the Collateral Requirement, the
Custodian. at the dkeetion of the Bank~ shall transfer securities from the Account. or in the
case of other Eligible Collateral; cause or consent to a reduction in the mount thereof, to
the extent of such excess.
The Bank may substitute Elig~le Collateral CSubstimte Collateral") for any Eligible
Collateral previously provided pursuant m this Agreement so long as the Substitute
Collateral has an Adjusted Market Value equal m or greater than the Eligible Collateral
which it will replace. The Bank shall give Written or Oral Notice thereof to the Custodian
of any proposed substitution. In the event that the Custodian determines that the Substitute
Collateral described in such notice consists exclusively of Eligible Securities having
sufficient Adjusted Market Valus, the Custodian;~ at th~irection of the Bank. shall transfer
the Eh~bte Securmes out of the. Account agmnst de~fi~.tR~ the Account on the same
Business Day of tile Su~sntttte Collateral. In the e'~ent t~..$ubsntute Collateral described
in such notice consists of an Eligible Letter of Credit or Elig~le'Surety Bond, the prior
consent of the Local Government shall be required before the Bank or Custodian may
complete the substitution descrfoed in such notice unless the Local Government has, in
writing, previously approved and ennsented to the form and issuer of the Eligible Letter of
Credit and/or Eligible Surety Bond to be provided as Substitute Collateral.
The Custodian. to the extent not contained in the confirmatiou required by paragraph c of
section 3 of this Agregraent- shall provide the Local Government with a written
confirmation setting forth: (1) a complete description of Eligible Collateral provided.
reduced or transferred to or from the Account pursuant to this section: and, (2) the Marker
Value and Adjusted Marker Value of such Eligible Collateral as of the dare of such
transaction.
Custody of Eli~ble Securities:
The Bank and Local Government hereby appoint the Custodian as custodian of all Eligible
Securities at any time delivered.to the Custodian pursuant to this Agreement. The Custodian
hereby accepts appoinrmem as such Custodian and agrees to establish and maintain the
Account and appropriate records identifying- the Eligible Securities as pledged by the Bank
m the Local Government. The account shall be kept separate and apart from the general
assets of the Custodian and will not, in any circumstances, be commingled with or become
part of the backing for any other deposit or liability of the Custodian, The custodian, in
performing its duties and respousibil~fies pursuant to this Agreemear~ shall act as Custodian
for, and agem oL the Local Governmem. ' '
The Bank and Local Government agree that Eligible Securities delivered to the Custodian
for deposit in the ~cconnt may. be in the form of credits to the accounts of the Custodian at
the B~ok Entry System, or a Depository, or by delivery to the Custodian of the physical
certificates in a form suitable for transfer, or with an assignment in blank to the Local
Government or Custodian. The Bank and Local Government hereby authorize the
Custodian on a continuous and ongoing basis to depesk in the Book E~ry System and/or
the Depositories all Eligible Securifies~ that may be deposited therein and to utilize the Book
Entry. System and/or Depositories and the receipt and delivery of physical securities or any.
combination thereof in com~ection with its performance hereunder. Eligible Securities:
credited to the Account and deposited in the Book Entry System or DepoSitories or other
financial intermediaries will be repreSented in accounts of the Custodian that include only
assets held by the Custodian for customers, including, but not limited to. accounts in which
the Custodian acts in a fiduc/ary, agency, or representative capacity. Eligible Securities
that am not held in the Book Entry System, DeposiXories or through ~aaother financial
intermediary will be held in the Custodian's vault and physically segregated from securities
and other non-cash property belongS, rig to the Ctuqodian.
The Custodian shall provide the Local Govemmen~ and Bank with a written confirmation
on each Business Day on which Eligible securities are transferred to and from the Account.
Such confirmation shall identify the specific securities wlfich are the subject of the
confirmation and state both the Market Value and Adjusted Market Value thereof. The
Custodian shall also provide the Local Govermnear and the Bank each month with a
statement ideutifying all Eligible Securities in the Account. the Market Value and Adjusted
Market Value thereof as of the date of such statement.
d. The Account shall not be subject ro any security interest, lien, or any right of set-off by or
against the Custodian.
With respect ro ali Eligible Securities held in the Accoum, the Custodian by itself, or through
~he use of the Book Entry System or approprmre Depository,shall,nnless otherwise
instructed to the contrary by the Bank: (i) collect all income and other payments reflecting
interest and principal on the Eligible Securities in the Account and credit such amounts m
the account of the Bank: (iD forward to the Bank copies of all information or documents
that ir may receive from an issuer of Eligible Securities which.in the opinion of the
Custodian.are intended for the beneficial owner of the Eligible Securities including, without
limitation.all proxies and other authorizations properly executed and all proxy
statements.nonces and reports: (iii) execute.as Custodian.any certificates of ownership,
affidavits.declarations or other certificates under any mx laws now or hereafter ia effect m
connection with the collection of bond and note coupons: (iv) hold
directly, o~ through the Book Entry System or Depository, all rights issued with respect to
any Eligible Securities held by the Custodian hereunder; and (v) upon receipt of written
instruction from the Bank, the Custodian will exchange Eligible Securities held hereunder
for other securities and/or cash in connection with (a) any conversion privilege,
reorgarazation, recapitalization, redemption in kind, consolidation, tender offer or
exchange offer, or Co) any exercise, subscription, purchase or o~her sirdar r/ghts.
Events of Default:
In the event the. Bank shah fail to pay the Local Government any amount of the Deposits by the
Local Government covered by this Agreement in accordance with the terms of such Deposit, or
should the Bank fait or suspend active operations, the Deposits in such Bank shall become due
and payable, immediately and the Local Government, shall have the right to unilaterally demand
delivery, of all Eligible Securities in the Account by notice to the Custodian and to sell such
securities at public or private sale. in the event of such sale, the Local Government, after
deducting ali lega! ?xpeases and other costs, including reasonable attorneys fees, from the
proceed~s, of suc!i Sate, shall apply the remainder towards any one or more of the liabilities of the
Bank to the LOcal Government and shall remm the surplus, if any, to the Bank.
Representations and Warranties:
(a) Representations of the Bank
The Bank represents and warrants that:
(i) it ts the legal and actual owner, free and clear of all liens and claims, of all Eligible
Securities pledged pursuant to this Agreement;
(2) the form of this Agreement was approved by its board of directors;
(3) thts A=reement was executed by an officer of the Balak who was authorized by the Bank s
board of directors to do so and will at all times be nSaintained as an official record of the
Bank;
(4) alt securities pledged pursuant ro this Agreement arq Eligible Securities and all letters of
credits and surety bonds obtained by the Bank in sa~sfaction of its obligations hereunder
and of which the Local Government is the beneficiary ~re Eligible Collateral.
(5) the bank is a bank or trust company located and auffiorized to do business in the State of
New York; and.
(6) all acts, conditions, and things required to exist, happen or m be performed on its part
precedent to and in the execution and delivery, of this ~greement east or have happened or
have been performed.
(b) Representations of the Local Government.
The local Government hereby represents and warrants that:
(1)
this Agreement has been legally and validly entered into. does not and will not violate any
statute or regulation applicable to it and is ~nforceable against the Local Govemmem in
accordance with its terms:
4
6~
(2)
the appointment of the Custodian has been duly authorized and no other action by the Local
Government is required and this Agreement was executed by an officer of the Local
Government authorized to do so;
(3)
it will not transfer, assign its interests in or the rights with respect thereto any Eligible
SecmSties pledged pursuant to this A~eeme;at except as authorized pursuant section 4 of
the Agreement: and,
¢)
all acrs, conditions and things required to exist, happen or to be performed on its pan
precedent to and in the execution and delivery of this Agreement exist or have happened or
ha~e been performed.
Concerning the Custodian:
The Custodian shall not be liable for any loss or damage, including counsel fees, resulting
from its action or omission m act or otherwise, except for any loss, damage, claim or
expense arising out of its own negligence or willful misconduct, and shall have no
obligation hereunder for any loss or damage, including counsel fees which are sustained or
incurred by reason of any action or inaction by the Book Entry System or Depository. The
Custodian may, with respect m questions of law, apply for and obtain the advice and
opinion of competent counsel and shall be fully protected with respect m anything done or
omitted by it in good faith and conformity with such advice or opinion. The Local
Government and Bank agree, jointly and severally, to indemnify the Custodian and to hold
it harmless agains£ any and all costs, expenses, damages, liabilities or claims, including
reasonable fees and expenses of counsel, which the Custodian may sustain or incur or
wh/ch, may be asserted against the Custodian by reason of or as a result of any action taken
or omitted by the Custodian in connection with operating under this Agreement. except
those costs; expenses, damages, liabilities or claims arising out of the negligence or willful
misconduct of the Custodian or any of its employees or duly appointed agencies. This
indemnity shall be a continuing obligation of the Local Govetmunnr and Bank
notwithstanding the termination of this Agreement.
(b)
The Custodian shall not be responsible for, or considered m be the Custodian of. any
security received by it for deposit in the Account until the Custodian actually receives and
cotlec~s such security directly or by the final crediting of the Custodian's account on the
books of the Book entry System or the appropriate Depository. The Custodian w~l be
entitled to reverse any credits made on the Local Government's behalf where such credits
have been previously made and the Eligible Securities are not finally collected.
/ct The Bank shall pay to the Custodian such fees as may be agreed upon from nme to time.
(d)
The Custodian shall have no duties or responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement and no covenant or obligauon
shall be implied against' the Custodian in connection with this Agreement.
The Local Government's authorized officer, upon reasonable notice, shall have access m
the Custodian's books and records maintained with respect m the Local Government's
interest in the Account during the Custodian's normal business hours.. Upon the reasonable
request of the Local Government. copies of any such books and records shall be provided
by the Custodian to the Local Government or the Local Government's authorized officer at
the Local Government's expense.
Termination:
Any of the parties hereto may terminate this Agreement by giving to the other parry a notice in
writing specifying the date of such termination, which shall be the earlier of (i) not less than 90
days after the date of giving such notice or (i~ the date on which the deposits are repaid in full.
Such~notice shall not affect or terminate the Local Govemmeat's security interes~ in the Eli~ble
Securities in the Account. Upon termination hereof, the Bank shali pay to the Custodian such
compensation as may be due to the Custodian as of the date of such termination and the
Custodian shall follow such reasonable Wr/tten Instructions of the Bank and the Local
Govermne, nt concerning the trans/er of custody of Elig~'ble Securities, eollamyal records and
o~er ~tems.
In the event of a discrepancy between Written Instructions: of the Bank and the Local
Government. the Custodian shall act purs~mnt to the Local Government's Written Instructions.
Upon the~ date set forth in the termination notice, this Agreemen~ shall terminate except as
otherwise provided herein and all obligations of the parties to each other hereunder shall cease.
~liscellaneous:
(a)
The Local Government and Bank each agrees to furnish to the Custodian a new Certificate
(Ex/n'bit C) in the event that any present Authorized Person ceases to be an Authorized
Person or in the event that any other Authorized persons are appointed and authbrized.
Until such new Certificate is received, the Custodian shall be fully protected in acting upon
Oral or Written insu-actions or signatures of the present Authorized Persons.
Any Written Instructions or other meat in writing authorized or required by this
Agreement shall be given to the Custodian and shall be sufficiently given if sent to the
Custodian by regular mail to irs Offices at 4 New York Plaza, 4th Floor, New York, New
York 10004, or at such other place as the Custodian may from time to time designate in
writing.
(c)
Any notice or other instrument in writing authorized or required by this Agreement to be
given to the Bank shall be sufficiently given ff sene to the Bank by regular mall to its
Offices at P.O.Box 8914. Melville, New York 11747. or at such other place as the Bank
may from time to time designate in writing.
(d)
Any notice or other instrument in wri~ng, authorized or required by this Agreement to be
given to the Local Government shall be sufficiently given if sent to the Local Government
by regn!ar mall to irs Offices ar £)mf ff~m~ g~ 53clr~),.~ ,,~ ~D?!-':'I~ oratsuch
other Offices as the Local Government may from time to time designate m writing.
(e)
In case any provision in or obligation under this ~ Agreement shall be invalid, illegal or
unenforceable m any jurisdiction, the validity, legality and unenforceabillty of the
remaining provisions or obligations shall not in any way be affected or impaired thereby
and if any provision is inapplicable to any person or c/rcumstances, it shall nevertheless
remain applicable to all other persons and circ~xmstances.
(f) This agreement may not be amended or modified m any manner except by written
agreement executed by al} of the parues hereto.
6
This Agreement shall extend toand be binding upon the parties hereto, and their respective
successors and assigns; provided, however, that this Agreement shall not be assignable by
any party without the written consent of the other parties.
(h) This Agreement shall be construed in accordance with the laws of the State of New York
'without regard ~o conflict of law priuciples thereof.
Del'tuitions:
Whenever used in this Agreement the following terms shall have the following meanings:
"Account" shall mean the custodial account establisbed with the Custodian for the benefit
of' the Local Government as secured party, in accordance with this Agreement
"Adjusted Market Value" shall be one hundred percent of Market Value except that: (1) in
the case of Eligible Securities enumerated in subparagraphs (v), (xa), and (vii) of Exhibit B,
the Adjusted ;,Market be an amount equal to its Market Value multiplied by 0.9. if such
Eligible Security is not rated in the highest rating category by at least one nationally
recogxfized statistical rating agency, but, is so rated in the second highest rating category,
and an mount equal tO its Market Value mu[tip!ied by 0.8, if suck Eligible Security is not
so rated in one of the two high~st categories, but, is so rated in the third higbest rated
category; (2) in the case of Eligit~le Securities enumerated in subparagraphs (viii), (x), and
(xi) of Exhibk B, the adjusted M~rket Value steal! be an amou~nt equal to itsMarket Value
multiplied by 0.8; and, (3) in the case of Eligible Letters of Credk, the Adjusted Market
Value shall be divided by one hundred and forty percent of M2rker Value.
C4
"Authorized Person" shall be any officer of the Local Govermmear or Bank, as the case
may be. duly authorized to ~ve Oral Iiistructious or Written Instructions on behalf of Local
Government or Banks such persons m be designated in a Certificate substantially hi the
form of Exhibk "C" attached hereto, as such Exhibit may be amended from time to time.
d. "B~nk" Shall mean any bank as defined by the banking law of the State of New York or a
national barking association located and authorized to do business in New York.
e. "Book Entry. System" shall mean the Federal Reserve/Treasury Book Entry System for
receiving and delivering government securities.
"Business Day" shall mean any day on which the Custodian and the Bank are open for
business and on which the Book Entry System and/or the Deposkories are open for
business.
"Certificate" shall mean the Certificate attached hereto as Exhibit "C'~.
h. "Collateral Requiremem" shall mean the amounts required in Exhibit "A" unless the Bank
and Local Government agree to a different amount hi accordance with this Agreement.
"Depository," shall include the Depository Trust Company, the Participants Trust Company
and other securities depositories and clearing agencies (and their successors and nominees)
registered with the Securities and Exchange Commission or otherwise regniated by
appropriate federal or state agencies as a securkies depository or clearing
7
"Deposits" shall mean all deposits by the Local Government in the Bank that are available
for all uses generally permitted by the bank to the Local Government for actually and
finally collected funds under the Bank's account a~cement or policies.
"Eligible Collateral" shall mean Eligible Securities. Eligible Letters of Credit. and Eligible
Surety Bonds.
"Eligible Letmr of Credk" shall mean an irrevocable letter of credit issued in favor of the
Local Government for a term not to exceed ninety days by either: (1) a bank (other than the
Bank) whose commercial paper and other unsecured short-term debt obligations (or, in the
case of a bank wkich is the principal subsidiary of a holding company, whose holding
colnpanfs commercial paper and other unsecured short-term debt obligations) are.rated, in
one of three highest rating categories, based on the credit of such bank or holding company
by at least one nationally recognized statistical rating organivation; or, (2) ~ a l~ulr (other
than'the Bar~k~ ) which is in compliance with .applicable Federal minimum risk-based capital
reqnirements.
"Etigu'ole Securities" shall mean any securkies of the types enumerated in the Schedule of
Eligible Securities attached hereto as E,-du'bit "B", as such Schedule may be amended by the
parties in writing from time to time. Such Schedule may establish limimtious pertaining to
the .types or amounts of Eli~"ole Securities which may be provided pursuant to this
A~eement.
"El~ible Surety. Bond" shall mean a bond executed by an insurance company authorized to
do business in the State of New York. the claims paying ability of which is rated in the
highest rating category, by ar [east two nationally recognized statistical rating
organizations.
"Market Value" shall mean. with respect to any Eligible Security held in the Account, the
market valle of such Eligible Security as made available to the Custodian by a generally
recognized source selected by the Custodian or by the Bank or the most recently available
closing bid quotation from such soume plus. if not reflected in the market value, any
accrued interest thereon, or. if such source does not make available a market value or a
closing bid price for a particular security, the market value shall be as determined by the
Custodian hi its sole discretion based on information furnished to the Custodian by one or
more brokers or dealers or based on information otherwise reasonably acceptable to the
Local Government: provided however that, if agreed in writing by the parties hereto, the
Bank may provide the Custodian with such Market Values. The Market Value of Eligible
Letters of Credit and Eligible Surety Bonds shall be the face amount thereof.
· ,9."
"Margin Percentage" shall equal ~ a- percent.
"Nationally Recognized Statistical Rating Or,mmization" shall mean. Moody's, Standard
and Poors. Fimh. Duff and Phelps, BankWatch. and IBCA and. in the case of Eligible
Surety Bonds. shall also include Bests.
"Oral Iusu-uctious" shall mean. verbal instructions actually received by the Custodian from
an Authorized Person, or from a person reasonably believed by the Custodian to be an
Authorized Person.
"Substitute Collateral" shall have meaning set forth in paragraph c of Section 2 of this
Agreement.
9
"Uninsured Deposits" shall mean that portion of the Local Government's Deposits with the
Bank which exceeds the insurance coverage available from the Federal Deposit Insurance
Corporation.
"Written Instructions" shall mean written communicauons ac-xually received by the Bank or
the Custodian from an Authorized Person or from a person reasonably believed by the
Bantr or the Custodian to be an Authorized Person by a computer, telex, telecopier or any
other system whereby the ~eeeiver of such communications is able to verify by codes, or
otherwise with a reasonable degree of certainty, the identity of the sender of such
communications.
IN WITNESS WHEREOF, the parties hereto have caused the Agreement
to be executed by their respective officers thereunto duly authorized ~nd their respective seals ~o be
hereunto affixed, as of the day a~d year first ~oove writ[eh.
Name: Ke~m M. O'Connor
Tkle: Senior Vice President
Address: North ForkBank. P-O.Box 8914. Melville, NY 11747
Name:
Title:
Address:
J<a.~ W. C6chran
Sugervisor
Town of Southold,53095 Main Road,Southold NY
11971-0959
By:
Name:
Title:
Address:
~Fne Chase Manhattan Bank,4 New York Plaza.
4th Floor. New York. NY 10004
it
EXHIBIT A
OPTION A:
Schedule of Anticipated Deposit and Collateral Requirements
January
February
March
April
May
June
Ju y
August
September
October
November
December
Maximum Amount of Anticipated
Uninsured Deposits
Amount of collateral required
OPTION B:
Collateral Requirement. On uny Business Day that the Local Government has Uninsured
Deposits in the Bank. the bank, in accordance with paragraph b of Section 2 of this Agreement. agrees m
deliver, or cause ro be delivered to the Custodian for deposit in the Account, Eligible Collateral having
Adjusted Market value equal to the Collateral Requirement. For purposes of this Agreement, Collateral
Requirement shall mean the amount of such Uninsured Deposits times the Margin Percentage, if any.
12
EXHIBIT B
Schedule of Eligible Securities
(i)
(ii)
(iii)
(iv)
Obligations issued, or fully insured or guaranteed as to the payment~ of principal and interest, by
the United States of America, an agency thereof or a United States government sponsored
corporation.
Obligations issued or fully gu~anteed by the International Bank for reconsmaction and
DevelOpmenr., the Inter-American Development Bank, the Asian Development Bank, and the
African Development Bank.
Obligations partially imu~ed or guaranteed by any agency of the United States of America, at a
proportion of the Market Value of the Obligations that represents the amounz of the insurance or
Obligations issued or fully insured or guaranteed by the State of New York, obligations issued by a
manicipal corporation, school district or district corporation of such State. or obligations of any
public benefit corporation which, under a specific State statute may be accepted .as security for
deposit of public moneys.
13
EXHIBIT C
Certificate of Authorized Persons
14
NORTH FORK BANK
INSTRUCTIONS FOR THIRD PARTY CUSTODIAN AGREEMENT AND SIC~NATURE CARD
The following package contains three (3) Third Party Custodian Agreemenm and one (1) blue
Chemical Bank (Chase) Signature Card
1. KEY POINTS FOR FILLING OUT THE AGREEMEaNT:
Page 6-section 8. Miscellaneous (d):fill in LocaI Government address
Page 8-section 9. Definitions (p)-fiI1 in Percentage
Page 10- have duly authorized officer for the Local Government shgn in the second space. The Chase
Manhattan Bank Officer will sign under the accepted .space; 'and Nor~ Fork Bank Officer will sign in the
top space.
Page 13-filI in authorized persons to release security on behalf of the Local Government.
2. KEY POhNTS FOR FILLING OUT THE, SIGNATURE CARD:
On the back of the blue Chemical Bank (Chase) signature card have authorized personnel who are
empowered ro release securities sign under specimen signature. North Fork Bank (Pledgor) will sign by
the authorized signature at the bottom of the signature card.
Tkis card is u~ed for the purpose of com0aring specimen si~onamres on, letters of release from Local
Government requested b,v North Fork Bank to the card on file making sure the proper parry is authorized
to release such collateral.
Return all three (3) agreements and the blue signature card to North Fork Bank. We will forward all
agreemenm and the signature card m The Chase Manhamm Bank to be fully executed. After receiving two
(2) fully executed copies back from The Chase Manhattan Bank. one ¢ l) will be forward on ro the Local
Government for their records.
15