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Contract - East West Bank - 3/27/2014 DEPOSITORY COLLATERAL AGREEMENT BETWEEN THE CITY OF ROUND ROCK, TEXAS AND EAST WEST BANK This Depository Collateral Agreement is made and entered into as of February 26, 2014, between The City of Round Rock, Texas, hereinafter referred to as "CITY", and East West Bank, hereinafter referred to as 'BANK." CITY has selected BANK and designated BANK as a depository to receive time or demand deposits from CITY. 1. BANK and CITY, will designate a custodian ("CUSTODIAN") to hold in trust, according to the terms and conditions of this Agreement, any necessary collateral and substitute collateral which may be required under this Agreement. Il. CITY shall have the power to determine and designate the character and amount of the Rinds which will be deposited in the BANK. III. During the term of this Agreement period, CITY will through appropriate action of its City Council, designate the officer or officers, who singly or jointly will be authorized to represent and act on behalf of CITY in any and all matters of every kind arising under this Agreement and to (a) execute and deliver to BANK an electronic fluids transfer agreement (and any addenda thereto), (b) appoint and designate, from time to time, a person or persons who may request withdrawals, orders for payment or transfers on behalf of CITY, and (c) make withdrawals or transfers by written instrument. IV. BANK will be compensated for any and all services rendered to CITY under this Depository Agreement. V. All finds on deposit with BANK to the credit of CITY above the FDIC insurance limit shall be secured by collateral held by CUSTODIAN and identified by CUSTODIAN as pledged by BANK to CITY (the "COLLATERAL") as provided for in CITY's Investment Policy and Public Funds Collateral Act (Texas Government Code Chapter 227) and upon which CITY shall have first and prior lien. Bank hereby pledges to CITY and grants to CITY a security interest in the Collateral to secure all fields on deposit with BANK to the credit of CITY above the FDIC insurance limit. R-2014-1252 VI. The total market value of the COLLATERAL (which includes accrued interest or income) securing such deposits will be in an amount at least equal to 102% of such deposits plus the amount of any accrued interest thereon and less the amount that such deposits are insured by an agency or instrumentality of the United States Government. The BANK will be liable for the monitoring and maintaining of the required collateral margins and levels at all times. The market price on the COLLATERAL will be obtained from a primary dealer. The final determination of such value shall be at the discretion of CITY, whose decision shall be final and binding. Authorized COLLATERAL will be limited to: - obligations of the US Government, its agencies and instrumentalities, including mortgage backed securities VII. The BANK shall have the right of substitution of securities, and the lien hereby created thereon is released by CITY provided that the securities substituted meet the requirements set forth above. VIII. If at any time the market value of said securities shall be or become more than 102% of the total amount of CITY funds on deposit with the BANK, the BANK may withdraw securities from the COLLATERAL and the withdrawn securities are released from the pledge. IX. Should BANK fail at any time to pay and satisfy, when due, any check, transfer, draft or voucher lawfully drawn against CITY deposits, or in any manner breach its agreement with CITY, CITY shall give written notice of such failure or breach and BANK shall have three (3) business days to cure such failure or breach. In the event BANK shall fail to cure such failure or breach within the three (3) business days or should the BANK be declared insolvent by a Federal bank regulatory agency, CITY may demand CUSTODIAN to surrender the COLLATERAL to CITY. CITY may sell all or any part of the COLLATERAL and out of the proceeds thereof, pay CITY all damages and losses sustained together with any expenses incurred by it of any kind on account of such failure. COLLATERAL may be sold by CITY at public or private sale provided however that BANK shall have one business day notice of the time and place of the sale and BANK shall have the right to bid at such sale. X. BANK shall send to CITY, on an annual basis, audited annual financial statements. XI. It is the intention of the parties hereto that the covenants and agreements, terms and conditions hereof shall extend to the entire period during which the BANK shall act as depository for CITY. Either BANK or CITY shall have the right to terminate this Agreement at any time by advance written to the other of its election to do so and this Agreement shall be void from and after the expiration of ninety (90) days after receipt of such notice, provided all provisions of this Agreement have been fulfilled. When the relationship of CITY and BANK shall have ceased to 2 exist, and when BANK has properly paid out all deposits to CITY, CITY shall notify CUSTODIAN to release all COLLATERAL to the BANK. XII. Notwithstanding any of the provisions hereof, CITY shall have, and does hereby retain the right to utilize other depositories and the right to terminate this contract whenever in its judgment the interest of CITY may demand. XIII. The execution of this agreement has been authorized by resolution of the Board of Directors or Loan Committee of the BANK. A EXECUTED, this 4 day of t( , , 2014 under the provisions of FIRREA.. FOR THE BANK: Signature Title Name (Printed) FOR THE CITY: *ature MAYOR Sig Title Alan McGraw Name (Printed)