MARICOPA MCA SUPPLEMENT (EXECUTION VERSION).PDF
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Execution Version 1 NTAC:3NS-20 SUPPLEMENT TO CUSTODY AGREEMENT (Fixed Income Clearing Corporation – Sponsored Member) THIS SUPPLEMENT TO CUSTODY AGREEMENT dated as of September ___, 2023 (this “Agreement”), is made between MARICOPA COUNTY (the “Company”), and THE NORTHERN TRUST COMPANY (“Northern”). WHEREAS, the Company is an existing custodial customer of Northern under a Master Custody Agreement dated as of September 1, 2017 (as amended and in effect from the time to time, the “Custody Agreement”), between the Company and Northern; WHEREAS, the Company desires to participate as a Sponsored Member in the program (the “FICC Program”) of the Fixed Income Clearing Corporation (“FICC”) for repurchase and reverse repurchase transactions in government or other debt securities, utilizing the matching and clearing facilities of FICC, and has requested that Northern be the Company’s Sponsoring Member for the Company’s participation in the FICC Program; WHEREAS, Northern is willing to be the Company’s Sponsoring Member if, among other things, the Company enters this Agreement; and WHEREAS, this Agreement supplements the Custody Agreement as well as the Reimbursement and Security Agreement dated as of September 20, 2023 (the “RSA”), between the Company and Northern in connection with Northern serving as the Sponsoring Member and processing agent for the Company; NOW, THEREFORE, the parties hereto hereby agree as follows: 1. This Agreement is a “Transaction Document” as defined in the RSA. 2. The Custody Agreement does not affect any obligation of the Company under the RSA or any other Transaction Document or any right given or security interest granted to Northern under the Transaction Document. 3. None of the Transaction Documents affects any exculpation, expenses reimbursement, or right of indemnification to which Northern is entitled under the Custody Agreement. 4. In addition to any statements of account (or other similar reports) provided under the Custody Agreement, Northern will also make available to the Company through Northern Trust Passport® (or its other systems, electronic platforms or successors thereto) electronic access to reports reflecting the details of Transactions processed in accordance with the Transaction Documents. The Company shall review all reports and advise Northern of any errors or omissions therein within five (5) Business Days from the date upon which the report was delivered to the Company. If Northern is not advised of any errors or omissions prior to the expiration of such five (5) Business Days, the reports generated by Northern shall be deemed final. 2 NTAC:3NS-20 5. Subject to Sections 2, 3 and 4, if any term of the Custody Agreement conflicts with a term of a Transaction Document, the term of the Transaction Document controls. 6. This Agreement and all rights and obligations hereunder shall be construed in accordance with, and governed by, the laws of the State of Illinois without regard to any conflict- of-laws rules that would require the application of the laws of any other jurisdiction. IN WITNESS WHEREOF, the Company and Northern have each executed this Agreement as of the day and year first above written. MARICOPA COUNTY, SPONSORED MEMBER By:_________________________________ Name: Clint Hickman Title: Chairman, Board of Supervisors ATTEST ___________________________ Juanita Garza Date___________________ Clerk of the Board of Supervisors LEGAL REVIEW Approved as to form and within the powers and authority granted under the laws of the State of Arizona to Maricopa County ___________________________ Deputy County Attorney Date___________________ THE NORTHERN TRUST COMPANY By:_____________________________________ Name:___Ryan Barrett_____________________ Title:____Senior Vice President_____________