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HomeMy WebLinkAboutCity of Tamarac Resolution R-2006-177Temp. Reso. #11057 September 14, 2006 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2006-1 -1 ] A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXERCISE THE RENEWAL OPTION TO THE EXISTING AGREEMENTS BETWEEN THE CITY OF TAMARAC AND FIRST UNION NATIONAL BANK D/B/A WACHOVIA BANK, N.A., FOR BANKING SERVICES AND REMITTANCE SERVICES FOR A TWO YEAR PERIOD ENDING OCTOBER 9, 2008; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City contracted with First Union National Bank (FUNB) through Resolution R-2001-289 for the period from October 1, 2001 through October 9, 2006 (Agreement attached hereto as Exhibit 1); and WHEREAS, the said Agreement authorizes supplements and amendments if executed by both the Bank and the City; and WHEREAS, FUNB has merged with Wachovia Bank, N.A. and existing agreements have been continued with Wachovia Bank, N.A. as authorized by Resolution R-2002-289 dated October 9, 2002 (attached hereto as Exhibit 2); and WHEREAS, the City entered into a supplemental agreement for Remittance Services, providing for remote lockbox rental services for the processing of utility customer's payments with Wachovia Bank, N.A., as authorized by Resolution R-2004- 236 dated October 13, 2004 for the remaining term of the Banking Services Agreement (attached hereto as Exhibit 3); and WHEREAS, the Banking Services Agreement provides for a two-year renewal term as mutually agreed upon by the City and Wachovia Bank, N.A; and Temp. Reso. #11057 September 14, 2006 Page 2 WHEREAS, the City has received satisfactory service from Wachovia Bank, N.A., and wishes to renew the Banking Services Agreement, and the Remittance Services Agreement; and WHEREAS, Wachovia Bank, N.A. has executed Agreement Amendment #1 to the Banking Services Agreement, which provides for acceptance of a two-year renewal through October 9, 2008, (attached hereto as Exhibit 4); and WHEREAS, Wachovia Bank, N.A. has executed Agreement Amendment #1 to the Remittance Services Agreement, which provides for the extension of the Agreement through October 9, 2008, (attached hereto as Exhibit 5); and WHEREAS, the Director of Financial Services, the Controller and the Purchasing and Contracts Manager recommend the acceptance and execution of Agreement Amendment #1 to the Banking Services Agreement (Exhibit 4) in the estimated amount of $ 45,000 annually; and WHEREAS, the Director of Financial Services, the Controller and the Purchasing and Contracts Manager furthermore recommend the acceptance and execution of Agreement Amendment #1 to the Remittance Services Agreement (Exhibit 5) in the estimated amount of $40,000 annually; and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac that Agreement Amendment #1 to the Banking Services Agreement, and Agreement Amendment #1 to the Remittance Services Agreement be approved between the City of Tamarac and First Union National Bank d/b/a Wachovia for a two year term through October 9, 2008. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: 1 1 Temp. Reso. #11057 September 14, 2006 Page 3 SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. SECTION 2: The appropriate City officials are hereby authorized to accept and execute a Agreement Amendment #1 to the Banking Services Agreement between the City of Tamarac, and First Union National Bank (FUNB) d/b/a Wachovia Bank, N.A. (Exhibit 4) providing for retail banking services for the renewal term of the existing Banking Services Agreement through October 9, 2008 in the estimated amount of $45,000 annually. SECTION 3: The appropriate City officials are hereby authorized to accept and execute a Agreement Amendment #1 to the Remittance Services Agreement between the City of Tamarac, and First Union National Bank (FUNB) d/b/a Wachovia Bank, N.A. providing for lockbox rental services for a two-year term through October 9, 2008 in the estimated amount of $40,000. SECTION 4: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 5: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 6: This Resolution shall become effective immediately upon its passage and adoption. Temp. Reso. #11057 September 14, 2006 Page 4 PASSED, ADOPTED AND APPROVED this day of cc-e-p�cro ,, 2006. Is- BETH FLANSBAUM-TALABISCO, MAYOR ATTEST: r� MARION S NSON, CIVIC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. ANWEL S. t CITY ATTO RECORD OF COMMISSION VOTE: MAYOR FLANSBAUM-TALABISCO DIST 1: V/M PORTNER DIST 2: COMM ATKINS-GRAD DIST 3: COMM. SULTANOF DIST 4: COMM. DRESSLER 1 Il TR11057 EXHIBIT 1 Temp. Reso. #9541 Page 1 September 17, 2001 Rev. #1 October 3, 2001 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2001-289 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE OFFICIALS TO ACCEPT AND EXECUTE THE AGREEMENT FOR BANKING SERVICES (AGREEMENT NO. 01-11 R) BETWEEN THE CITY OF TAMARAC AND FIRST UNION NATIONAL BANK OF FLORIDA FOR GENERAL BANKING SERVICES INCLUDING THE REPURCHASE MASTER AGREEMENT; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the current banking services agreement with First Union National Bank of Florida has been in effect for approximately six years; and WHEREAS, banking services have changed during the life of the contract so that certain upgraded and modern services available in the market are not covered under the current agreement specifications; and WHEREAS, City Administration determined that it would be beneficial to solicit proposals for banking services in order to enhance and improve the City's banking services; and WHEREAS, on March 30, 2001, proposals were solicited from twenty-two (22) banks (see Attachment 1); and WHEREAS, submittals were received from the following five (5) firms: 1. Bank Atlantic 2. Bank United 3. Bank of America 4. First Union National Bank 5. SunTrust; and 1 J 1 Temp. Reso. #9541 Page 2 September 17, 2001 Rev. #1 October 3, 2001 WHEREAS, an evaluation committee consisting of the Director of Finance, Controller, Investment Accountant, Customer Service Supervisor and Purchasing and Contracts Manager conducted an extensive evaluation of the proposals and short listed to the following top ranked banks (see Attachment 2): 1. Bank of America 2. First Union National Bank 3. SunTrust; and WHEREAS, First Union National Bank scored highest on the basis of cost of services, transaction time, investment earnings rate, the ability to provide type and quality of service, prior experience in governmental banking, other financial services available, and the overall quality of its presentation; and WHEREAS, the Banking Services Selection Committee after due consideration has ranked First Union National Bank, considered the most competitive, as its first choice; and WHEREAS, the Banking Services Selection Committee entered into negotiations with First Union National Bank; and WHEREAS, the Director of Finance and City Manager recommend the appropriate City officials be authorized to enter into an agreement with First Union National Bank to provide general banking services meeting state of the art banking services' requirements and benefits; and Temp. Reso. #9541 Page 3 September 17, 2001 Rev. # 1 October 3, 2001 WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to provide for the acceptance and execution of the Agreement for banking services (Agreement No. 01- 11 R) between the City of Tamarac, Florida and First Union National Bank for general banking services including the Repurchase Master Agreement for a period of five years with renewal options. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. SECTION 2: That the appropriate City Officials are hereby authorized to accept and execute the Agreement for banking services (Agreement No. 01-11 R) between the City of Tamarac, Florida and First Union National Bank for general banking services including the Repurchase Master Agreement for a period of five years with renewal options, (copies of which are attached hereto as "Attachment 3"). SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section or other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. 1 �l 1 Temp. Reso. #9541 Page 4 September 17, 2001 Rev, # 1 October 3, 2001 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED, AND APPROVED this 10' day of October, 2001. ATTEST: MARION NSON, CM C CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. ITCHELL: CITY AT1 r JOE SCHREIBER MAYOR RECORD OF COMMISSION VOTE: MAYOR SCHREIBER A y& DIST 1: COMM. PORTNER 6 ! DIST 2: COMM. MISHKIN A e/ DIST 3: V/M SULTANOF A & DIST 4: COMM. ROBERTS Ayer ATTACHMENT 1 City of Tamarac Finance Department, Purchasing Division 7525 N.W. 88th Avenue, Tamarac, Florida 33321-2401 Telephone: (954) 724-2450 Facsimile (954) 724-2408 Website: www.tarnaroc,org DATE. March 30, 2001 SECTION A - RE UEST FOR PROPOSALS ALL INTERESTED PARTIES: TEMP RE5o *9541 RFP NO.01-11R The City of Tamarac, Florida, hereinafter referred to as CITY, will receive sealed Proposals at the office of the Purchasing and Contracts Manager, City Hall, 7525 NW 88th Avenue, Tamarac, Florida 33321, for furnishing the services described below: BANKING SERVICES Sealed Proposals must be received and time stamped in by the Purchasing and Contracts Manager, either by mail or hand delivery, no later than 2:00 p.m. local time on Wednesday, May 16,_ 2001. Any Proposals received after 2:00 p.m. local time on said date will not be accepted under any circumstances. Any,uncertainty regarding the time a Proposal is received will be resolved against the Offeror. Proposals are subject to the attached Standard Terms and Conditions contained in the Instructions to Offerors. CITY reserves the right to reject any or all Proposals, to waive any informalities or irregularities in any Proposals received, to re -advertise for Proposals, to award in whole or in part to one or more Offerors, or take any other such actions that may be deemed to be in the best interests of the CITY. Lynda S. Flurry, CPPO Purchasing/Contracts Manager Publish: Sunday, April 151h and April 22"d, 2001 tope 1 of 19 Equol orturnty Employer TABLE OF CONTENTS RFP 01-11 R SECTION A -- REQUEST FOR PROPOSALS REQUEST FOR PROPOSALS..........................................................................................................................1 I. STATEMENT OF WORK.............................................................................................................I........6 II. BACKGROUND.......................................................................................................I.........,...........I......5 III. INTENT AND DURATION.....................................................................................................................6 IV. ACCOUNTS INCLUDED.......................................................................................................................5 V. ACCOUNT STRUCTURE......................................................................................................................6 VI. AVAILABILITY OF FUNDS...................................................................................................................7 VII. DAILY BALANCE REPORT NOTIFICATION.......................................................................................7 VIII. INVESTMENT PROGRAM....................................................................................................................8 IX. WIRE TRANSFERS..............................................................................................................................9 X. STATEMENT AND ADVICE FREQUENCY..........................................................................................9 XI. ACCOUNT RECONCILIATION.............................................................................................................9 XII. COIN SORTING....................................................................................................................................9 XIII. LOCK BOX SERVICES.......................................................................................................................10 XIV. DESIGNATED ACCOUNT EXECUTIVE.............................................................................................10 XV. ACCESS TO BANK RECORDS.........................................................................................................10 XVI. CREDIT/DEBIT CARD TRANSACTIONS...........................................................................................10 XVII. AUTOMATIC FUNDS TRANSFER (AFT) AUTOMATIC CLEARING HOUSE (ACH DEBIT)..............................................................................10 XVIII. CUSTODIAL ARRANGEMENTS........................................................................................................11 XIX. OTHER BANKING SERVICES AND CONDITIONS...........................................................................11 XX. COMPUTER REQUIREMENTS..........................................................................................................13 XXI. MISCELLANEOUS ITEMS..................................................................................................................14 XXII. INFORMATION FOR COMPLETING PROPOSAL FORM................................................................14 XXIII. SUMMARY.............................................................. ............................................................................ 16 XXIV. SERVICE CHARGES..........................................................................................................................16 XXV. PROPOSAL REQUIREMENTS................................................................................... XXVI. EVALUATION OF PROPOSALS....................................................................................I--..............17 XXVII. GENERAL INFORMATION AND SCHEDULE OF EVENTS..............................................................Is XXVIII. SUMMARY OF DOCUMENTS TO BE SUBMITTED WITH PROPOSALS........................................IS XXIX. AWARD OF CONTRACT....................................................................................................................19 XXX. INSURANCE..............................................................................................................P........................19 Page 2 of 19 SECTION B - INSTRUCTIONS TO OFFERORS 1. DEFINED TERMS...........................................................................................................................................1 2. SPECIAL CONDITIONS.................................................................................................................................1 3. EXAM OF CONTRACT DOCUMENTS AND SITE........................................................................I...............1 4. NON- COLLUSIVE AFFIDAVIT AND PUBLIC ENTITY CRIMES.................................................................2 S. CONFLICT OF INTEREST.............................................................................................................................2 6. SUBMISSION OF PROPOSALS...................................................................................................................2 7. MODIFICATION AND WITHDRAWAL OF PROPOSALS.............................................................................3 8. REJECTION OF PROPOSALS......................................................................................................................3 9. QUALIFICATIONS OF OFFERORS........................................................................................................ ...4 10. INSURANCE.................................................................................................................................................5 11. INDEMNIFICATION.....................................................................................................................................6 12. RENEGOTIATION...................................................................................................................I....................6 13. REMEDIAL ACTION AND TERMINATION FOR CAUSE AND DEFAULT................................................7 14. TERMINATION FOR CONVENIENCE OF CITY.............................................................6............................7 15. AUDIT RIGHTS............................................................................................................................................7 16. ASSIGNMENT.......................................................................................................................I......................8 17. TERM OF CONTRACT................................................................................................................................8 18. VOLUME OF WORK....................................................................................................................................8 19. PROPOSAL FORMS.......................................................................................................I............................8 20. MINIMUM PROPOSAL INFORMATION.............................................................................................I........9 SECTION C - PROPOSAL FORM FOR BANKING SERVICES PRICINGSUMMARY....................................................... ..................................................................... I ............ 2 OFFEROR'S CERTIFICATION (INDIVIDUAL)..................................................................................................6 OFFEROR'S CERTIFICATION (SOLE PROPRIETOR OR FICTITIOUS NAME) .............................................7 OFFEROR'S CERTIFICATION (PARTNERSHIP).............................................................................................8 OFFEROR'S CERTIFICATION (CORPORATION)......................................................................1....................9 Page 3 of 19 SECTION D -FORMS CERTIFIEDRESOLUTION..........................................................................................................................1 -1 OFFEROR'S QUALIFICATION STATEMENT1-6 - 6 NON -COLLUSIVE AFFIDAVIT1-2 - 2 PUBLIC ENTITY CRIMES FORM.... FOREIGN CORPORATION STATEMENT 1-3 - 3 .................................................1 -1 Page 4 of 19 I. STATEMENT OF WORK The City of Tamarac is seeking Proposals from qualified Proposers to provide Banking Services in accordance with the terms, conditions, and specifications contained in this Request for Proposals (RFP). The Proposal shall address at a minimum the following objectives: A. Actual daily operational banking needs of the City of Tamarac. B. Provide maximum service to the City of Tamarac while minimizing costs to the City. ILBACKGROUND The City of Tamarac is a metropolitan municipality serving more than 55,000 residents and encompassing an area of 12 square miles. III. INTENT AND DURATION It is the intent of the City of Tamarac to select one Bank to provide full banking and custodial services for all City funds, except for its employee's pension funds, which are organized and administered separately. The objectives are to obtain the best banking services while minimizing the cost to the City. The period of the contract for banking services shall commence within Nine "BLQ) days of selection of the depository Bank and shall terminate Five (5) years after the date of commencement. The City reserves the right to renew the contract for an additional Two 2 ears pending a mutual agreement between the City and the vendor, and a review by the City of vendor's contract performance for the previous year. Prices, terms and conditions shall remain firm throughout this contract period unless modified or canceled in accordance with the provisions of this Proposal. IV. ACCOUNTS INCLUDED All banking services will be conducted within one Concentration Account (Master Account) bank account with the following sub -accounts: 1. Accounts Payable Account 2. Payroll Account 3. EMS Billing Account 4. Utility Account 5. Compensating Balance Account V. ACCOUNT STRUCTURE The City of Tamarac desires to maximize its cash availability through the use of concentration and zero -balance accounts. This account structure will be Page 5 of 19 comprised of a Concentration Account and four (4) zero -balance accounts (Accounts Payable, Payroll, EMS Billing and Utility). All disbursements will flow through the zero -balance accounts. All balances will be maintained in the Concentration Account. The Accounts Payable, Payroll, EMS and Utility accounts will be reimbursed at the close of the business day, or at the opening of the business day following the day the checks are presented for payment, depending on the Bank's policy. The zero -balance accounts will always have a zero ledger balance at the beginning of each business day. The zero -balance accounts will be established as controlled disbursement accounts to manage check presentation. The City of Tamarac reserves the right to open additional zero -balance accounts during the contract period at the price proposed in this Proposal, provided the awarded Bank is furnished written notification at least twenty (20) calendar days before implementation date. I . Concentration Account (Master Account) The. Bank will establish a Master Account and transfer all collected -balances in the City's accounts at the close of each business day. The total balance in the Master Account will then be invested in a repurchase agreement at the Bank and be collateralized by the provisions of the Master Repurchase and Custodial Agreements. This account will be used to support activity costs for all accounts. All wire transfers and ACH debits and credits will be made to and from this account. 2. Accounts Payable Account (Zero Balance Account) This account will be used solely to process disbursements for accounts payable. There will not be any direct deposits into this account, except for the Bank transfer to cover checks presented for payment. 3. Payroll Account (Zero Balance Account) This account will be used solely to process payroll disbursements to City Employees. There will not be any direct deposits into this account, except for the Bank transfer to cover checks presented for payment. This account will also handle the direct deposit transactions of the City employees. Page 6 of 19 4. EMS Billing Account (Zero Balance Account) This account will be used,soleiy to process EMS lockbox deposits and other related transactions. 5. Utility Account (Zero Balance Account) This account will be used solely to process Utility ACH deposits and other related transactions. 6. Other Zero -Balance Accounts Other accounts may be established over the contract term by the City of Tamarac. These accounts will function essentially the same as the two zero - balance accounts indicated above. The zero -balance accounts will operate on the following basis: Transfers between accounts will be charged to the City only as transfers and not also as items deposited and checks paid. All transfers will take place automatically without initiation by the City. At the end of the business day, the zero -balance accounts will be debited for all checks presented during the day. At the close of the business day, the total amount debited will be transferred from the Concentration Account and credited to each zero -balance account. VI. AVAILABILITY OF FUNDS Awarded Bank agrees to credit the City's Concentration Account for Incoming Wire Transfers the same day, regardless of time of receipt during the day. The majority of deposits will be made through an armored car service. All deposits picked up by the armored car company will be given same day ledger credit regardless of the actual time the deposits are taken to the Bank by the armored car company. All checks will be based on the awarded Bank's "availability schedule". Proposing banks are required to attach a copy of their current "availability schedule" to the Proposal. Awarded Bank agrees to notify the Director of Finance, in writing, of any changes to the schedule. The City reserves the right to periodically audit the awarded Bank's compliance with the existing "availability schedule". VII. DAILY BALANCE REPORT NOTIFICATION The awarded Bank will be required to provide the daily balance notification to City of Tamarac. This notification will be required by 8:00 am, via a computer terminal. This notification will be to the attention of the Finance Department and Page 7 of 19 will consist of the following minimum information: 1. Ledger Balance 2. Available (or collected balance) I Float for 1, 2 and 3 day 4. Summary of debit and credit postings The available balance shall include the proceeds returned to the Bank from any bank -initiated repurchase agreement from the previous business day. It shall also include the proceeds of all wire transfers received the previous business day, regardless of time of receipt. Vlll. INVESTMENT PROGRAM 1. Sweep Type Account The Bank will establish a Master Account and transfer all collected balances in the City's accounts at the close of each business day. The total balance in the Master Account will then be invested in a repurchase agreement or money market instrument at the Bank and be collateralized by the provisions of the Master Repurchase and Custodial Agreement. Said Agreement shall indicate the type of securities that will collaterafize the repurchase agreements and these securities shall be guaranteed by the federal government. It is the City's understanding that Federal Reserve Board Regulation D provides repurchase agreements are not considered "deposits" and are therefore exempt from reserve requirements. The interest rate established for the Account shall be determined from the average weekly Federal Funds Rate for the previous week, as published in the Monday or Tuesday edition of the Wall Street Journal, and shall remain in effect until a new average rate is published. The Bank is to indicate their rate offer on the proposal summary as follows: a) Unadjusted from the average weekly Federal Funds Rate or, b) Adjusted as an addition to the average weekly Federal Funds Rate (e.g., plus 25 basis points) or, c) Adjusted as a reduction to the average weekly Federal Funds Rate (e.g. minus 25 basis points). The Bank will provide the City debit/credit memos each day, showing the amount withdrawn and re -deposited as a result of Account activity for the prior business day. The City reserves the right to purchase investments through any other financial institution or broker it deems appropriate, including the official depository bank. The City reserves the rights noted in Section XIX, Item 18 with regard to additional bank services. Securities used as collateralization for the Master Repurchase Agreement will be deposited in the City's account with a third party or the Federal Reserve Bank with a market value of not less than 100% of the balance. Page 8 of 19 IX. WIRE TRANSFERS The City receives various wire transfers throughout the month. The City will also disburse funds via repetitive wire transfers upon on-line requests of an authorized person, or non -repetitive wire transfers upon on-line request of an authorized person and confirmation by a second authorized person. The City desires to enter into a Wire Transfer agreement with the awarded Bank for att incoming and outgoing wire transfers. The Bank is requested to provide a copy of its Wire Transfer agreement with its Proposal. Said agreement must take into consideration the provisions of UCC Article 4A. X. STATEMENT AND ADVICE FREQUENCY Monthly bank statements will be for the full calendar month and will be delivered to the City's Finance Department within five (5) business days after the end of the month. A Monthly Service Charge Report for a particular month will be completed and delivered to the City's Finance Department within ten (10) business days after the end of the month. This analysis will contain unit cost, monthly units, average daily balance, float and any and all charges for activities related to services performed for the City. XI. ACCOUNT RECONCILIATION The awarded Bank will provide reconciliation service for all accounts specified in the RFP. Reconciliation services include at least the following requirements: a) Checks paid to the Bank each month via modem, diskette or alternative medium suitable to the City's operating requirements. b) Return of all canceled checks or check images, sorted by check number, on a monthly basis. c) Return of all other items, such as debit and credit memos, and deposit tickets in date order on a monthly basis. The information described in item a) above will be available to the City within five (5) business days after the end of the month. Other services will be provided within ten (10) business days after the end of the month. XII. COIN SORTING The City anticipates that it will have approximately $1,000.00 per month in loose coins to be sorted and counted. The mix of the coinage will vary from month to month. Page 9 of 19 XI11. LOCK BOX SERVICES The City utilizes lock box services. All Proposals must include pricing for this service. XIV. DESIGNATED ACCOUNT EXECUTIVE The City requests that the proposing banks provide the names of a designated account executive, as well as an alternate. The designated account executives must have the authority to make timely_ decisions in the normal course of business. Resumes must be provided for all key account executives designated to service this account. XV. ACCESS TO BANK RECORDS The City, or its authorized representatives, shall have access to the books and records maintained by the Bank with respect to such City bank accounts at all reasonable times, including the inspection or copying of such books and records and all memoranda, checks, correspondence or documents pertaining thereto. Such books and records shall be preserved by the Bank as required by applicable regulatory bodies. XVI. CREDIT/DEBIT CARD TRANSACTIONS The City would like to offer the option of allowing its citizens to use credit cards for certain transactions, specifically involving the City of Tamarac Building, Parks and Recreation and Utilities Departments. This service must be included in the RFP. The proposer should detail all activities related to this service in the Proposal. The details should include Bank's ability to handle on-line credit card transactions as well as the following: 1. Credit cards accepted (Visa, MC, Amex, Discover, etc.) 2. Bank or other debit cards 3. Proposed methods for handling these transactions 4. Schedule of costs to the City for providing this service to its citizens. XVII. AUTOMATIC FUNDS TRANSFER AFT ! AUTOMATIC CLEARING HOUSE (ACH DEBIT) The City offers its utility customers the option of paying utility bills via Automatic Funds Transfer (AFT)/Automatic Clearing House (ACH debit). The City currently has approximately 18,000 utility customers; approximately 20% of these customers use Automatic Funds Transfer to pay utility bills. Page 10 of 19 Please provide a complete description of any AFT/ACH program you may have. Include details of the City's data transfer requirements and a listing of all fees (if any). XVIII. CUSTODIAL ARRANGEMENTS Specify any differences between Custodial Services and Safekeeping Services. If any differences exist,, the City requires the higher level of care. The City is considering placing all of its custodial services with the Bank that serves as the depository Bank as a result of this RFP. The optional custodial services requested will be for the various securities currently held in safekeeping by the present depository's Trust Department, as well as the various securities that are purchased from other dealers and banks. These securities will be purchased and then transferred to the depository Bank to be placed within a custodial account within the Bank's Trust Department. These securities will be held until they are traded or mature. Interest received on these securities and proceeds from maturity or trade will be automatically credited to the City's Concentration Account. In a like manner, the Concentration Account will be automatically debited when securities are purchased and paid for on a delivery versus payment basis. The following amounts reflect the City's estimate of the number of securities and par values that will be placed within the custodial account on an annual basis. Number of annual transactions in/out book entry 55 Par value of securities held (book entry) $55 (million) Monthly reports describing all activities within the custodial account will be necessary. The Bank is requested to provide a copy of its proposed Custodial Agreement for the City's review. The proposed agreement must be negotiable. X1X. OTHER BANKING SERVICES AND CONDITIONS 1. All returned checks due to insufficient funds will be automatically re -deposited a second time. Please include your charge (if any) for this item. If a check is returned a second time, the Bank will return the check to the City. NSF checks will be debited to the Concentration Account. 2. The City intends to pay for all services specified within this RFP through compensating balances. 3. The depository Bank will provide all necessary banking supplies. These shall include, but not be limited to, deposit bags, coin wrappers, deposit slips (original and two copies) and deposit stamps. The Bank will also be responsible for paying the cost of blank check stock for all the disbursement accounts. Said check stock shall be ordered by the City from the vendor of its choice but shall be paid for by the depository Bank. The cost of said checks Page 11 of 19 may be added to the Bank's cost of servicing the City's accounts or used for computing the compensating balance for the City. The Bank will also provide an adequate supply of night deposit box keys and lockable night deposit bags. 4. At no time will any charges be applied against any of the accounts established through this RFP. All charges will be paid through the compensating balance. Should the City desire to add services not contemplated in this RFP, those charges will be covered by the compensating balance or by direct invoice, as directed by City. Unless agreed to by the City of Tamarac, this RFP will contain all the costs associated with providing banking services, as requested, to the City of Tamarac. Additional costs not previously approved or authorized by City will not be paid or funded in the compensating balance calculations. 5. All debit and credit memos required to adjust errors caused by the Bank will not be charged to the City. A copy of the particular deposit slip must accompany all deposit errors. All bank errors must be corrected within three (3) business days of notification by the City. 6, The City will deposit funds equal to or exceeding the gross amount of checks issued and/or wire transfers out. However, if an overdraft occurs due to a clerical error or oversight, all checks presented for payment shall be honored. The Bank will notify the Director of Finance immediately so that corrective action can be taken. 7. All Stop Payment Orders will be transmitted either through a PC connection to the Bank or via phone with written follow-up. Upon receipt of the order, the Bank will examine their records and inform the City as to whether the specified check has or has not been cashed. If the Bank determines that the specified check has been paid, the Bank will forward to the City a copy of said check. If the Bank determines that the specified check has not been paid, the Bank will immediately issue its internal stop payment order and confirm the execution of said order to the City. Cancellations of Stop Payment Orders (if any) will be processed as above. 8. Coins and currency are occasionally requested by various departments within the City. Please provide a standard fee (if any) for providing this service as required. 9. The State of Florida and the US Government send approximately five (5) Automated Clearing House (ACH) transactions per month to the City. 10. The City reserves the right to establish additional accounts with other banks, or provide for additional services from other banks, if the City so deems necessary. If the City elects to exercise this right, the contract covered by this Proposal shall remain in effect as regards all terms, agreements and conditions without penalty or diminution of ongoing banking services as contained therein and previously provided by the successful Bank in this Page 12of19 Proposal. 11. The Bank will offer the City the ability to lock all bank accounts from ACH debits from outside sources, with the exception of the Internal Revenue Service. The City will provide this exception to the Bank in writing. 12. The City anticipates a need for a "Positive Pay/Full Reconciliation" service. Please provide a complete description of any positive payment programs your Bank may have. Include details and a listing of all fees (if any). 13. The City anticipates a need for an "imaging" service for all cancelled checks. Please provide details and a listing of all fees (if any). 14. The City may have need of an Automated Teller Machine (ATM). Include details and a listing of fees (if any). 15. Propose any new financial services, plans or practices deemed to be in the best interest of the City if not otherwise addressed in this Proposal. 16. Indicate the dollar amount of credit you would be able to extend to the City on a short-term basis through promissory note or line of credit if the City decides to avail itself of such service from your institution. The loan funds may be provided either directly by your institution or by your institution as the lead bank with other participating banks. 17. Describe the type of financial services you can provide to the City for leasing machinery or equipment. Include any limitations your Bank may have. 18. The City reserves the right to establish additional accounts in other banks, or provide for additional services from other banks, if the City so deems necessary. If the City elects to exercise this right , the contract covered by this Proposal shall remain in effect as regards all terms, agreements and conditions without penalty or diminution of ongoing banking services as contained therein and previously provided by the successful bank in this proposal. XX. COMPUTER REQUIREMENTS 1. Please provide a specification on the equipment required by the City to access your on-line services. This specification should include at least the following information: a) Windows Format b) Minimum memory c) Minimum hard disk requirements d) Minimum Windows 98 version e) Communication specification 0 Mouse requirement (if any) Page 13 of 19 g) Operational environment The specification should include any additional information necessary to enable City to communicate electronically with the awarded Bank. 2. Please provide a schedule of hours of operation for electronic services. List exceptions (if any) to the general schedule. XXI. MISCELLANEOUS ITEMS 1. Please outline any Banking Incentive Programs for City employees such as: a) Free or reduced cost checking accounts b) Reduced rate loans c) Other free or reduced cost services provided to Bank customer's employees. 2. On occasion, the City receives Canadian checks. Some are payable in US currency and some are payable in Canadian currency. Please state your policy on handling these and other foreign checks. XXII. INFORMATION FOR COMPLETING PROPOSAL FORM 1. Exolanation of ProDosal Forms The use of the Proposal Forms or copies thereof is required of all proposers. No Proposal will be considered without amounts being placed on these forms. If the Bank is unable to meet or exceed the requirements specified, the phrase "No Proposal" should be entered for that particular item. The Proposal will be on a variable cost basis. Under the variable cost method, actual monthly services will be counted and the volume of transactions will be computed to determine the compensating balance required to support the activity. The City reserves the right to eliminate any individual service contained in the RFP if, based on analysis, the fees for providing the service are excessive or if the service proposed can be performed in an alternative manner. 2. Completion of Proposal Form Each Bank should review the Proposal forms and price each service specified. Per item charges should be extended to the "Monthly Cost" column. The total of this column will be entered on the line "Total Proposed Cost". Page 14 of 19 XXII1. SUMMARY All banks are requested to complete the form "Proposal Form for Banking Services", attach the requested forms, reports and exhibits and return the package to the City in accordance with the instructions in "General Terms and Conditions. The City intends to enter into a formal Banking Services Contract with the awarded Bank which will incorporate all provisions of the RFP. Additional terms and conditions will not be included in the contract unless mutually agreed upon by both parties. XXIV. SERVICE CHARGES The City of Tamarac currently uses compensating balances to pay for banking services. The City plans to continue this practice, but alternative Proposals will be accepted for evaluation. XXV. PROPOSAL REQUIREMENTS 1. Scope of Services Prouosed Clearly describe the scope of services proposed inclusive. A brief statement must be included which explains why your approach and plan would be the most effective and beneficial to the residents of the City of Tamarac. Each Proposal shall provide a straightforward, concise delineation of the Proposer's capabilities to satisfy the requirements of the RFP. The emphasis in each Proposal must be on completeness and clarity of content. In order to expedite the evaluation of Proposals, it is essential that Proposers follow the format and instructions contained herein. If the Proposer so wishes, the Proposal may be accompanied with brochures, promotional materials or displays properly identified. However, Proposal submission requirements as listed herein must be followed. All Proposals must be submitted as specified on the Proposal pages, which follow. Any attachments must be clearly identified. The Proposal must address a commitment to continuous provision of the scope of services proposed within the contract period. 2. Firm Qualifications This section of the Proposal should give a description of the firm, including the size, range of activities, etc. Particular emphasis should be given as to how the firm -wide experience and expertise in the area of Banking Services will be brought to bear on the proposed work. This section must also identify the contact person supervisory personnel who will be responsible for the provision of services. The Technical Proposal should adhere to the following format: A. Title Page — show the request for Proposal subject, the name of your firm, Page 15 of 19 address, telephone number, name of contract person and date. B. Table of Contents — clearly identify the material by section and page number. C. Letter of Transmittal — limited 1-5 printed pages. 1. Briefly state your firm's understanding of the work to be done and provide a positive commitment to perform the work.. 2. State the names of the persons who will be authorized to make presentations for your firm, their titles, addresses and telephone numbers. D. Profile of Proposer 1. State whether your organization is national, regional or local. 2. State the location of the office from which your work will be performed. 3. Describe your firm's experience in providing banking services for municipalities. Provide a representative list of current and prior government clients. Include the contract person's name and telephone number and indicate the type of services performed. 3. References Provide a list and description of similar services satisfactorily performed within the past three (3) years. For each engagement listed, include the name and telephone number of a representative for whom the engagement was undertaken who can verify satisfactory performance. 4. Price Proposal Submit your signed, firm, fixed fee performance -based price Proposal for providing all services, materials, etc., required for completion of services in accordance with your technical Proposal. The price Proposal must be submitted on the forms provided. 5. Proposal Copies Submission of one original copy and five (5) copies of the Proposal shall be submitted to the City of Tamarac, City Hall, 7525 NW 88th Avenue, Tamarac, Florida 33321, to the attention of Lynda S. Flurry, Purchasing and Contracts Manager. Page 16 of 19 6. Addenda, Additional_ Information Any addenda or answers to written questions supplied by the City to participating Offeror's become part of this Request for Proposal and the resulting contract. This Proposal form shall be signed by an authorized company representative, dated and returned with the Proposal. No negotiations, decisions or actions shall be initiated or executed by the Offeror as a result of any discussions with any City employee. Only those communications, which are in writing from the Purchasing and Contracts Manager, may be considered as a duly authorized expression. Also, only communications from Offerors, which are signed, and in writing will be recognized by the City as duly authorized expressions on behalf of the Offeror. XXVI, EVALUATION OF PROPOSALS 1. Evaluation Method and Criteria Proposals will be evaluated using the criteria listed below: *0W401 1. Cost of services as well as transaction time and investment earnings rate will be evaluated based on the Proposal summary. 2. Ability to provide the type and quality of services requested. 3. Prior experience in providing banking services to governments, including organizational structure available to service the City. 4. Other financial services available from the Bank above and beyond. Maximum Points POINT RANGE 0-50 0-30 0-15 M 12 100 These weighted criteria are provided to assist the proposers in the allocation of their time and efforts during the submission process. The criteria also guides the Evaluation Committee during the short -listing and final ranking of proposers by establishing a general framework for those deliberations. Short listed Proposals will be selected for an interview prior to a recommendation being presented to the City Commission. As the best interest of the CITY may require, the right is reserved to reject any and all Proposals or waive any minor irregularity or technicality in Proposals received. Proposers are cautioned to make no assumptions unless their Proposal has been evaluated as being responsive. The successful proposer shall be required to execute a City contract covering Page 17 of 19 the scope of services to be provided and setting forth the duties, rights and responsibilities of the parties. This contract must be executed by the successful proposer prior to recommendation of award and presentation to the City Commission, XXVII. GENERAL INFORMATION AND SCHEDULE OF EVENTS For information concerning this Request for Proposal (RFP), contact the City's Purchasing and Contracts Manager, Lynda S. Flurry, at (954) 724-2450. Such contact is to be for clarification purposes only. Material changes, if any, to the scope of services, or Proposal procedures will only be transmitted by written addendum. The schedule of events, relative to the procurement shall be as follows: Event Date (_on or 1. Issuance of Request for Proposals 04/16/01 2. Opening of Proposals 05/16/01 3. Proposal Evaluations 05/17/01-05/31/01 4. Presentations 06/04/01 5. Complete Negotiations 06/11/01 6. Award of Contract 07/11/01 CITY reserves the right to delay scheduled dates. XXVIII. SUMMARY OF DOCUMENTS TO BE SUBMITTED WITH PROPOSALS Samples of the following documents (except the Certificate of Insurance), are attached and shall be executed as a condition of this offer: a) Proposal, Pricing Summary and Offeror's Certification b) Certified Resolution c) Offeror's Qualification Statement d) Non -Collusive Affidavit e) Public Entity Crimes Statement f) Foreign Corporation Statement g) Certificate(s) of Insurance Page 18 of 19 XXIX. AWARD OF CONTRACT The contract or contracts shall be awarded to the responsible Offeror(s) whose Proposal(s) is/are determined to be the most advantageous to CITY, taking into consideration the evaluation factors and criteria set forth in the Request for Proposals. Be advised that the CITY is prepared to award individual contracts for each service or multiple services or any other combination of services as CITY deems in its best interests. XXX. INSURANCE PLEASE HAVE YOUR INSURANCE REPRESENTATIVE CAREFULLY REVIEW ANY INSURANCE COVERAGES AND CONDITIONS PRIOR TO SUBMITTING YOUR PROPOSAL TO ENSURE COMPLIANCE WITH THE INSURANCE REQUIREMENTS OF THE INSTRUCTIONS TO OFFERORS. Page 19 of 19 SECTION B - INSTRUCTIONS TO OFFERORS STANDARD TERMS AND CONDITIONS RFP 01-11R 1. DEFINED TERMS 1.1 Terms used in these Instructions to Offerors are defined and have the meaning assigned to them. The term "Offeror" means one who submits a Proposal directly to CITY as distinct from a Sub -Offeror, who submits a Proposal to the Offeror. The term "Successful Offeror" means the qualified, responsible and responsive Offeror to whom CITY (on the basis of CITY'S evaluation as hereinafter provided) makes an award. The term "CITY" refers to the City of Tamarac, a municipal corporation of the State of Florida. The term "Proposal Documents" includes the Request for Proposals, Instructions to Offerors, Proposal, Qualifications Statement, Non -Collusive Affidavit and Public Entity Crime Statement, Corporate Resolution or Letter of Transmittal, Proposal Security and Specifications, if any, and the proposed Contract Documents, if any, (including all Addenda issued prior to receipt of Proposals). The term "CONTRACTOR" shall mean the individual(s) or firm(s) to whom the award is made and who executes the Contract Documents. 2. SPECIAL CONDITIONS 2.1 Any and all Special Conditions that may vary from the General Conditions shall have precedence. 3. EXAMINATION OF CONTRACT DOCUMENTS AND SITE 3.1 Before submitting a Proposal, each Offeror must (a) visit the site to familiarize himself with the facilities and equipment that may in any manner affect cost, or performance of the work; (b) consider federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost, or performance of the work, (c) study and carefully correlate the Offeror's observations with the Proposal Documents; and (d) notify the Purchasing and Contracts Manager of all conflicts, errors and discrepancies, if any, in the Proposal Documents. 3.2 Offeror, by and through the submission of a Proposal, agrees that he shall be held responsible for having examined the facilities and equipment; familiarized himself with the nature and extent of the work and any local conditions that may affect the work to be done and the equipment, materials, parts and labor required. Page 1 of 9 4. NON -COLLUSIVE AFFIDAVIT AND PUBLIC ENTITY CRIME FORMS 4.1 Each Offeror shall complete the Non -Collusive Affidavit, and the Public Entity Crimes Form and shall submit the forms with the Proposal. CITY considers the failure of the Offeror to submit these documents to be a major irregularity and may be cause for rejection of the Proposal. 5. CONFLICT OF INTEREST 5.1 The award of any contract hereunder is subject to the provisions of Chapter 112, Florida Statutes. Offerors must disclose with their Proposal the name of any officer, director, partner, proprietor, associate or agent who is also an officer or employee of CITY or any of its agencies. Further, all Offerors must disclose the name of any officer or employee of CITY who owns, directly or indirectly, an interest of five percent (5%) or more in the Offeror's firm or any of its branches or affiliate companies. 6. SUBMISSION OF PROPOSALS 6.1 Proposals must be typed or printed in ink. Use of erasable ink is not permitted. All corrections to prices made by the Offeror must be initialed. 6.2 Proposals must contain a manual signature of the authorized representative of the Offeror. Proposals shall contain an acknowledgment of receipt of all Addenda. The address and telephone number for communications regarding the Proposal must be shown. 6.3 Proposals by corporations must be executed in the corporate name by the President or other corporate officer accompanied by evidence of authority to sign. The corporate address and state of incorporation must be shown below the signature. 6.4 Proposals by partnerships must be executed in the partnership name and signed by a partner, whose title must appear under the signature and the official address of the partnership must be shown below the signature. 6.5 Proposals shall be submitted at or before the time and at the place indicated in the Request for Proposals and shall be submitted in a sealed envelope (faxed Proposals will not be accepted under any circumstances). The envelope shall be clearly marked on the exterior "PROPOSAL FOR BANKING SERVICES THE CITY OF TAMARAC FLORIDA OPEN MAY 162001," and shall state the name and address of the Offeror and shall be accompanied by any other required documents. No responsibility will attach to the Purchasing Office forthe premature opening of a Proposal not properly addressed and identified. Page 2 of 9 6.6 In accordance with Chapter 119 of the Florida Statutes (Public Records Law), and except as may be provided by other applicable state and federal law, the Request for Proposal and the responses thereto are in the public domain. However, the Offerors are requested to identify specifically any information contained in their Proposals which they consider confidential and/or proprietary and which they believe to be exempt from disclosure, citing specifically the applicable exempting law. 6.7 All Proposals received from Offerors in response to the Request for Proposal will become the property of CITY and will not be returned to the Offerors. In the event of Contract award, all documentation produced as part of the Contract shall become the exclusive property of CITY. 7. MODIFICATION AND WITHDRAWAL OF PROPOSALS 7.1 Proposals may be modified or withdrawn by an appropriate document duly executed (in the manner that a Proposal must be executed) and delivered to the place where Proposals are to be submitted at any time prior to the deadline for submitting Proposals. A request for withdrawal or a modification must be in writing and signed by a person duly authorized to do so. Evidence of such authority must accompany the request for withdrawal or modification. Withdrawal of a Proposal will not prejudice the rights of an Offeror to submit a new Proposal prior to the Proposal opening date and time. After expiration of the period for receiving Proposals, no Proposal may be withdrawn or modified. 7.2 If, within twenty-four (24) hours after Proposals are opened, any Offeror files a duly signed, written notice with CITY and within five (5) calendar days thereafter demonstrates to the reasonable satisfaction of CITY by clear and convincing evidence there was a material and substantial mistake in the preparation of its Proposal; or that the mistake is clearly evident on the face of the Proposal but the intended correct Proposal is not similarly evident, then Offeror may withdraw its Proposal and the Bid Security will be returned. Thereafter, the Offeror will be disqualified from further bidding on the subject Contract. 8. REJECTION OF PROPOSALS 8.1 To the extent permitted by applicable state and federal laws and regulations, CITY reserves the right to reject any and all Proposals, to waive any and all informalities not involving price, time or changes in the work with the Successful Offeror, and the right to disregard all nonconforming, non -responsive, unbalanced or conditional Proposals. Proposal will be considered irregular and may be rejected, if they show serious omissions, alterations in form, additions not called for, conditions or unauthorized alterations, or irregularities of any kind. Page 3 of 9 111 8.2 CITY reserves the right to reject the Proposal of any Offeror if CITY believes that it would not be in the best interest of the CITY to make an award to that Offeror, whether because the Proposal is not responsive or the Offeror is unqualified or of doubtful financial ability or fails to meet any other pertinent standard or criteria established by CITY. SPECIAL CONDITIONS TO INSTRUCTIONS TO OFFERORS QUALIFICATIONS OF OFFERORS 9.1 Each Offeror shall complete the Pricing Summary and submit the same with the Proposal. Failure to submit the Questionnaire and the documents required, as listed in the Request for Proposals, Section XXVIII. Summaryof Documents To Be Submitted With Proposals, may constitute grounds for rejection of the Proposal. 9.2 A bank submitting a Proposal must be: a) A Federal or Florida chartered financial institution with a principal Branch office located within the corporate limits of the City of Tamarac. b) A member of the Federal Reserve System c) An approved public depository by the Treasurer of the State of Florida in conformity to the Florida Security for Public Deposits Act (Chapter 280, Florida Statutes). Offeror must have adequate organization, facilities, equipment and personnel to insure prompt and efficient services to the City. The City reserves the right before recommending any award to inspect the facilities, organization and financial condition or to take any other action necessary to determine ability to perform in accordance with specifications, terms and conditions. 9.3 As a part of the Proposal evaluation process, CITY may conduct a background investigation, including a record check by the Broward Sheriffs Office of Offeror. Offeror's submission of a Proposal constitutes acknowledgement of the process and consent to such investigation. 9.4 No Proposal shall be accepted from, nor will any contract be awarded to, any person, who is in arrears to CITY, upon any debt or contract, or who is a defaulter, as surety or otherwise, upon any obligation to CITY, or who is deemed irresponsible or unreliable by CITY. Page 4 of 9 10. INSURANCE 10.1 The Successful Offeror shall secure and maintain, at its own expense, and keep in effect during the full period of both contracts a policy or policies of insurance, which must include the following coverage's and minimum limits of liability: a) Worker's Compensation and Emptoyer's-Liablilly Insurance for all employees of the Successful Offeror engaged in work under the Contract in accordance with laws of the State of Florida. The Successful Offeror shall agree to be responsible for the employment, control and conduct of its employees and for any injury sustained by such employees in the course of their employment. b) Professional Liability Insurance in an amount not less than $5,000,000.00. c) Fidelity Bond The Contractor shall procure and maintain a Blanket Fidelity Bond on each bank employee handling City funds for the term of the contract. The minimum limits of coverage shall be $1,000,000 per occurrence. Fidelity Bond relates to the bank's blanket insurance on its employees for errors, omissions, or theft. State your policy's coverage limits or any liability (if any) the City would incur. 10.2 ALL LIABILITY INSURANCE POLICIES SHALL SPECIFICALLY PROVIDE THAT THE CITY OF TAMARAC IS AN ADDITIONAL NAMED INSURED WITH RESPECT TO THE REQUIRED COVERAGES AND THE OPERATIONS OF THE CONTRACTOR UNDER THE CONTRACT. Insurance Companies selected must be acceptable to the City. All of the policies of insurance so required to be purchased and maintained shall contain a provision or endorsement that the coverage afforded shall not be canceled, materially changed or renewal refused until at least thirty (30) calendar days written notice has been given to City be certified mail. 10.3 The required insurance coverage shall be issued by an insurance company duly authorized and licensed to do business in the State of Florida with the following minimum qualifications in accordance with the latest edition of A.M. Best's Insurance Guide: Financial Stability A - Financial Size VIII Policies shall be "Occurrence" form. Page 5 of 9 11. INDEMNIFICATION 11.1 GENERAL. INDEMNIFICATION: The CONTRACTOR shall indemnify and hold harmless the CITY, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with loss of life, bodily or personal injury, or property damage, including loss of use thereof, directly or indirectly caused by, resu ting from,- arising out of or occurring in connection with the operations of the CONTRACTOR or its officers, employees, agents, subcontractors, or independent contractors, excepting only such loss of life, bodily or personal injury, or property damage solely attributable to the gross negligence or willful misconduct of the CITY or its elected or appointed officials and employees. The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or Florida Statutes 768.28, as amended from time to time. 11.2 The Successful Offeror shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. 11.3 CITY reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Successful Offeror under the indemnification agreement. Nothing contained herein is intended nor shall it be construed to waive CITY's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 12. RENEGOTIATION 12.1 During the contract period, the City reserves the right to restate and/or renegotiate with the depository bank such additions, deletions, or changes to the contract as may be necessitated by law or changed circumstances. In the event that the City and the bank cannot come to a mutual agreement and negotiation on any such addition, deletion or changed, that portion of the contract concerning the services involved in the addition, deletion, or change shall be terminated and an amendment shall be executed by bank and approved and executed by the City Commission. Page 6 of 9 13. REMEDIAL ACTION AND TERMINATION FOR CAUSE AND DEFAULT 111 During the contract period the Director of Finance or the Director's designee shall assess the bank's performance of the contract. In the event of a breach of the contract by the bank or unsatisfactory performance as assessed by the Director of Finance, or if the Contractor performs in a manner that precludes the City from administering its functions in an effective and efficient manner and if, after thirty (30) days following written notice thereof, the bank has been unable to remedy such breach, or provide satisfactory performance, then the City shall upon written notice to the bank, be authorized to cancel the contract, thereafter reserving the right to proceed against the contractor for any and all damages permitted by. law arising from said breach. The -bank shall not be held responsible for any failure determined to the satisfaction of the Director of Finance to be due to any action or inaction on the part of the City. 14. TERMINATION FOR CONVENIENCE OF CITY 14.1 Upon seven (7) calendar days written notice delivered by certified mail, return receipt requested, to Successful Offeror, CITY may without cause and without prejudice to any other right or remedy, terminate the agreement for CITY's convenience whenever CITY determines that such termination is in the best interests of CITY. Where the agreement is terminated for the convenience of CITY, the notice of termination to Successful Offeror must state that the Contract is being terminated for the convenience of CITY under the termination clause and the extent of termination. Upon receipt of the notice of termination for convenience, Successful Offeror shall promptly discontinue all work at the time and to the extent indicated on the notice of termination, terminate all outstanding subcontractors and purchase orders to the extent that they relate to the terminated portion of the Contract and refrain from placing further orders and subcontracts except as they may be necessary, and complete any continued portions of the work. 15. AUDIT RIGHTS 15.1 CITY reserves the right to audit the records relating to this contract of Successful Offeror at any time during the performance and term of the Contract and for a period of three (3) years after completion and acceptance by CITY. If required by CITY, Successful Offeror shall agree to submit to an audit by an independent certified public account selected by CITY. Successful Offeror shall allow CITY to inspect, examine and review the records of Successful Offeror at any and all times during normal business hours during the term of the Contract. Page 7 of 9 16. ASSIGNMENT 16.1 Successful Offeror shall not assign, transfer or sell the Contract or its rights, title or interests or obligations therein without CITY'S prior written approval. 16.2 Violation of the terms of this paragraph shall constitute a breach of the Contract by Successful Offeror and CITY may, at its discretion, cancel the Contract and all rights, title and interest of Successful Offeror shall thereupon cease and terminate. 17. TERM OF CONTRACT 17.1 The period of the contract shall commence upon the date of contract commencement as specified in the Notice to Proceed and shall terminate five (5) years from that date. 17.2 The contract may be renewed by City for one (1) additional two (2) year period subject to satisfactory performance by the Contactor and determination that renewal is in the best interest of the City. 17.3 All prices, terms, and conditions shall remain firm for the initial period of the contract and for any renewal period unless modified or canceled in accordance with provisions of this Proposal or resulting two-party agreement. 18. VOLUME OF WORK 18.1 No warranty or guarantee is given or implied as to the types or quantities of services that will actually be required. The quantities stated in this Proposal are estimates of one (1) month's requirements and are for cost comparison purposes only. 19. PROPOSAL FORMS 19.1 Proposals are to be submitted on the attached Proposal Summary Form or copies thereof. Proposals may not be considered unless they are submitted on this form. a) It shall be assumed that individual banking services, which are offered meet or exceed the requirements as stated in the accompanying specifications. If the Proposer cannot meet a service requirement, then the phrase "not available" should be entered on the Proposal Form for that service requirement. In the case of a "not available " remark, the bank may offer an alternative service. Multiple Proposals and Alternate Proposals may be submitted for consideration. Page 8 of 9 b) This Request for Proposals presents the City's Requirements under present methods of operation. Responses to this request should address these requirements, but Proposers are encouraged to suggest any additional services, which, in their opinion, would be in the best interest of the City. c) Proposals may be submitted which deviate from the requirements herein, providing that they are clearly identified as alternate Proposals and providing further that it can be demonstrated that stated requirements are substantially improved or are not compromised or prejudiced by such deviations; and, that it would be clearly in the interest of the City that an alternative Proposal be considered. Such alternative Proposals will be provisionally accepted for consideration, subject to the reserved right of the City to make the determination whether the above stated conditions for the alternative Proposals have been satisfied and subject further to the reserved right of the City to accept or reject these Proposals upon the basis of the determination. 20. MINIMUM PROPOSAL INFORMATION 20.1 In order for the City to evaluate the Proposals, each bank shall provide information relative to their ability to provide the services that the City shall require both now and in the future. At a minimum, this information must include_ a) A summary of the institution's financial resources (including the latest year audited financial statements and annual report of bank and holding company, if any). b) A listing of branches, emphasizing those located within the corporate limits of the City of Tamarac. c) A listing of other local governments accounts serviced by the bank indicating contact person(s) at the government unit. d) An overview of the bank's involvement in community service projects. e) Financial services available beyond those included in the Proposal. f) Any other information the bank believes relevant to the selection of a depository bank. g) Copy of master repurchase and custodial agreement. h) Copy of the Wire Transfer agreement. i) Provide documentation stating Bank is a qualified depository of the State of Florida. Page 9 of 9 SECTION C - PROPOSAL FORM FOR BANKING SERVICES REQUEST FOR PROPOSAL NO. 01-11 R SUBMITTED TO: City of Tamarac 7525 NW 88t' Avenue Tamarac, Florida 33321 The undersigned Offeror proposes and agrees, if this Proposal is accepted, to enter into an Agreement with CITY to perform and furnish all work as specified or indicated in the Proposal and Contract Documents for the Contract price and within the Contract time indicated in the Proposal and in accordance with the other terms and conditions of the Proposal and Contract Documents. 2. Offeror accepts and hereby incorporates by reference in this Proposal Form all of the terms and conditions of the Request for Proposal and Instructions to Offerors. 3. The Offeror has become fully informed concerning the local conditions, and nature and extent of work, and has examined all Proposal Documents and insurance requirements. 4. Offeror has given the Purchasing and Contracts Manager written notice of all conflicts, errors or discrepancies that it has discovered in the Contract and/or Proposal documents and the written resolution thereof by the Purchasing and Contracts Manager is acceptable to Offeror. 5. Offeror proposes to furnish all labor, materials, equipment, supplies, services, and supervision for the work described as follows: BANKING SERVICES Page 1 of 9 PRICING SUMMARY 6. Proposer is required to complete the following pricing list, which reflects the estimated requirements of the City and will be the determining factor in evaluating the cost of services. These services will be required at the start of the contract. Indicate N/C if there is no charge for an item. If Proposer wishes to incorporate additional service items, please use blanks provided. SPECIFIC CHARGES FOR SERVICE METHOD Account Transactions (Quantities Estimated) ITEM NO. DESCRIPTION OF SERVICES (A) VOLUME (13) UNIT COST (A) x (B) MONTHLY COST GENERAL SERVICES 1 CHECKS PAID 900 2 DEPOSITS 200 3 DEPOSITED ITEMS CHARGED BACK 35 4 SECURITY SAFEKEEPING MAINTENANCE 1 5 RE -DEPOSITED ITEMS 70 S RETURNS SPECIAL INSTRUCTIONS - BASIC 5 7 DEPOSIT CORRECTIONS 1 8 MULTIPLE STATEMENTS 6 9 ACCOUNT MAINTENANCE 6 GENERAL SERVICES TOTAL AUTOMATED CLEARING HOUSE 10 MISCELLANEOUS ITEMS PAID 100 11 FILE PROCESSED 12 12 BLOCK ACH TRANSACTIONS 5 13 DEPOSITS 25 14 MAINTENANCE 2 15 ITEMS ORIGINATED 4000 16 AC14 RETURNS 10 17 NOTIFICATIONS OF CHANGE 5 ACH TOTAL CUSTOMER CIL 18 PRE -ENCODED REJECTS OVER 2.5% 5 19 PRE -ENCODED REJECTS THRU 1.5% 60 20 PRE -ENCODED REJECTS 71.5% THRU 2.5% 5 Page 2 of 9 21 ENCODED DEPOSITED ITEMS ON US 2300 22 ENCODED DEPOSITED ITEMS REG CH 7100 23 ENCODED DEPOSITED ITEMS OTHER 6200 CUSTOMER CIL TOTAL IMAGE 24 CHECK IMAGES MAINT. PER OCCURRENCE 2 25 CHECK IMAGES PER ITEM 850 26 CHECK IMAGES ON CD-ROM PER CD 1 IMAGE TOTAL INVISION 27 STOP PAYMENTS 10 28 INQUIRIES 5 29 PACKAGE 1 30 PKG ACCOUNTS 5 31 PKG ACCOUNTS 1 32 PKG DL ITEMS 1500 33 PKG DL ITEMS 900 INVISION TOTAL MONEY CENTER 34 DISPOSABLE BAGS PROCESSED 140 35 DEPOSIT CORRECTIONS 1 36 CASH DEPOSIT PROCESSING 600 MONEY CENTER TOTAL RECONCILEMENTS 37 SERIAL SORT PER ITEM 850 38 SERIAL SORT MAINTENANCE 2 39 POSITIVE PAY MONTHLY MAINTENANCE 2 40 FULL RECONCILEMENT PER ITEM 850 41 ACCOUNT RECON OUTPUT TRANSMISSION 2 42 ARP TRANS FAX ACKNOWLEDGEMENT 1 43 ARP TRANS FAX ACKNOWLEDGEMENT 2 44 FULL RECON MONTHLY MAINTENANCE 2 RECONCILEMENTS TOTAL Page 3 of 9 L. SWEEP 45 1 INVESTMENT MAINTENANCE 1 SWEEP TOTAL WIRE TRANSFERS 46 FUNDS TRANSFER 20 47 INCOMING WIRE 5 WIRE TRANSFER TOTAL WHOLESALE LOCKBOX 48 1sT CLASS POSTAGE PER ITEM 280 49 OR0861458 280 50 ITEMS PROCESSED 280 51 OR0861458 280 52 CORRESPONDENCE HANDLING 475 53 OR0861458 475 54 MISCELLANEOUS 1 55 DEPOSITED ITEMS ON US 15 56 DEPOSITED ITEMS REGIONAL CH 35 57 DEPOSITED ITEMS OTHER 210 WIRE TRANSFER TOTAL ZERO BALANCE ACCOUNTING 55 MASTER ACCOUNT MAINTENANCE 1 56 SUB ACCOUNT MAINTENANCE 4 ZERO BALANCE ACCOUNTING TOTAL TOTAL PROPOSED COST COMPENSATING BALANCE METHOD Compensating Balance Required to eliminate monthly cost of service charges. (estimated) $ Describe compensating balance adjustment factor for this account with basis and frequency. Paae 4 of 9 7. Acknowledgement is hereby made of the following Addenda (identified by number) received since issuance of the Request for Proposal: Addendum No. Date Addendum No. Date Addendum No. Date 8. The following documents are attached to and made as a condition to this Proposal: a) Proposal, Pricing Summary and Offeror's Certification b) Certified Resolution c) Offeror's Qualification Statement d) Non -Collusive Affidavit e) Public Entity Crimes Statement f) Foreign Corporation Statement g) Certificate(s) of Insurance 9. Please have your insurance representative carefully review any insurance coverages and conditions prior to submitting your Proposal to ensure compliance with the insurance requirements of the instructions to offerors. 10. The CITY reserves the right to award this contract on the basis of any combination of the above items, or all items, in which the CITY deems in its best interests. 11. The correct legal name of Offeror is: City/State/Zip:_ Telephone No.: Social Security No. or Federal I.D. No.: 12. Communications concerning this Proposal shall be addressed to at the following address: Submitted on , 2001. Page 5 of 9 OFFEROR'S CERTIFICATION WHEN OFFEROR IS AN INDIVIDUAL IN WITNESS WHEREOF, the Offeror hereto has executed this Proposal Form this day of 12001. By: Signature of Individual Witness Printed Name of Individual Witness Business Address City/State/Zip Business Phone Number State of Florida County of On this the day of , 2001, before me, the undersigned Notary Public of the State of Florida, personally appeared and (Name(s) of individual(s) who appeared before notary) whose name(s) is/are Subscribed to within the instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC SEAL OF OFFICE: NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public: Print, Stamp, or Type as Commissioned) ❑ Personally known to me, or ❑ Produced identification: (Type of Identification Produced) ❑ DID take an oath, or ❑ DID NOT take an oath OPTIONAL INFORMATION: Type of Document: No. of Pages: No. of Signatures Notarized: Paoe 6 of 9 OFFEROR'S CERTIFICATION WHEN OFFEROR IS A SOLE PROPRIETORSHIP OR OPERATES UNDER A FICTITIOUS OR TRADE NAME IN WITNESS WHEREOF, the Offeror hereto has executed this Proposal Form this day of , 2001. 0 Witness Witness State of Florida County of Printed Name of Firm Signature of Owner Printed Name of Individual Business Address City/State/Zip Business Phone Number On this the day of , 2001, before me, the undersigned Notary Public of the State of Florida, personally appeared and (Name(s) of individual(s) who appeared before notary) whose name(s) is/are Subscribed to within the instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC SEAL OF OFFICE: NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public: Print, Stamp, or Type as Commissioned) ❑ Personally known to me, or ❑ Produced identification: (Type of Identification Produced) ❑ DID take an oath, or ❑ DID NOT take an oath OPTIONAL INFORMATION: Type of Document: No. of Pages: No. of Signatures Notarized: Page 7 of 9 OFFEROR'S CERTIFICATION WHEN OFFEROR IS A PARTNERSHIP IN WITNESS WHEREOF, the Offeror hereto has executed this Proposal Form this day of , 2001. Witness Witness State of Florida County of Printed Name of Partnership By: Signature of General/Managing Partner Printed Name of Partner Business Address City/State/Zip Business Phone Number State of Registration On this the day of 1, 2001, before me, the undersigned Notary Public of the State of Florida, personally appeared and (Name(s) of individual(s) who appeared before notary) whose name(s) is/are Subscribed to within the instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public: Print, Stamp, or Type as Commissioned) ❑ Personally known to me, or ❑ .Produced identification: (Type of Identification Produced) ❑ DID take an oath, or ❑ DID NOT take an oath OPTIONAL INFORMATION: Type of Document: No. of Pages: No. of Signatures Notarized: Paae 8 of 9 OFFEROR"S CERTIFICATION WHEN OFFEROR IS A CORPORATION IN WITNESS WHEREOF, the Offeror hereto has executed this Proposal Form this day of , 2001. Printed Name of Corporation Printed State of Incorporation Signature of President or Authorized Officer (CORPORATE SEAL) Printed Name of President or Authorized Officer ATTEST: Corporation Address By Secretary City/State/Zip Business Phone Number State of Florida County of On this the day of , 2001, before me, the undersigned Notary Public of the State of Florida, the foregoing instrument was acknowledged by and [Name of corporate officer(s) and his/her/their corporate title(s)] Of [Name of corporation and state of place of incorporation] WITNESS my hand and official seal. NOTARY PUBLIC SEAL OF OFFICE: on behalf of the corporation. NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public: Print, Stamp, or Type as Commissioned) ❑ Personally known to me, or ❑ Produced identification: (Type of Identification Produced) ❑ DID take an oath, or ❑ DID NOT take an oath OPTIONAL INFORMATION: Type of Document: No. of Pages: No. of Signatures Notarized: Page 9 of 9 CERTIFIED RESOLUTION I, (Name), the duly elected Secretary of (Corporate Title), a corporation organized and existing under the laws of the State of , do hereby certify that the following Resolution was unanimously adopted and passed by a quorum of the Board of Directors of the said corporation at a meeting held in accordance with law and the by-laws of the said corporation. "IT IS HEREBY RESOLVED THAT (Name)", the duly elected (Title of Officer) of (Corporate Title) be and is hereby authorized to execute and submit a Bid and Bid Bond, if such bond is required, to the City of Tamarac and such other instruments in writing as may be necessary on behalf of the said corporation; and that the Bid, Bid Bond, and other such instruments signed by him/her shall be binding upon the said corporation as its own acts and deeds. The secretary shall certify the names and signatures of those authorized to act by the foregoing resolution. The City of Tamarac shall be fully protected in relying upon such certification of the secretary and shall be indemnified and saved harmless from any and all claims, demands, expenses, loss or damage resulting from or growing out of honoring, the signature of any person so certified or for refusing to honor any signature not so certified. i further certify that the above resolution is in force and effect and has not been revised, revoked or rescinded. I further certify that the following are the name, titles and official signatures of those persons authorized to act by the foregoing resolution. NAME TITLE SIGNATURE Given under my hand and the Seal of the said corporation this day of ,20 (SEAL) By: Secretary Corporate Title NOTE: The above is a suggested form of the type of Corporate Resolution desired. Such form need not be followed explicitly, but the Certified Resolution submitted must clearly show to the satisfaction of the City of Tamarac that the person signing the Bid and Bid Bond for the corporation has been properly empowered by the corporation to do so in its behalf. Page 1 of 1 OFFEROWS QUALIFICATION STATEMENT The undersigned certifies under oath the truth and correctness of all statements and of all answers to questions made hereinafter: SUBMITTED TO: City of Tamarac Purchasing and Contracts Manager ADDRESS: 7525 NW 881 Avenue Tamarac, Florida 33321 Submitted By: Name: Address: Principal Office: Telephone No. Fax No. Check One ❑ Corporation ❑ Partnership ❑ Individual ❑ Other 1. State the true, exact, correct and complete name of the partnership, corporation, trade or fictitious name under which you do business and the address of the place of business. The correct name of the Offeror is: The address of the principal place of business is: 2. If Offeror is a corporation, answer the following: a) b) c) d) e) f) g) Date of Incorporation: State of Incorporation: President's name: Vice President's name: Secretary's name: Treasurer's name: Name and address of Resident Agent: 3. If Offeror is an individual or a partnership, answer the following: a) Date of organization: Page 1 of 6 b) Name, address and ownership units of all partners: c) State whether general or limited partnership: 4. If Offeror is other than an individual, corporation or partnership, describe the organization and give the name and address of principals: 5. If Offeror is operating under a fictitious name, submit evidence of compliance with the Florida Fictitious Name Statute. 6. How many years has your organization been in business under its present business name? a) Under what other former names has your organization operated? i. Indicate registration, license numbers or certificate numbers for the businesses or professions, which are the subject of this Bid. Please attach certificate of competency and/or state registration. 8. Have you personally inspected the site of the proposed work? ❑ YES ❑ NO 9. Do you have a complete set of documents, including drawings and addenda? ❑ YES ❑ NO 10. Did you attend the Pre -Proposal Conference if any such conference was held? ❑ YES ❑ NO 11. Have you ever failed to complete any work awarded to you? If so, state when, where and why? Page 2 of 6 12. State the names, telephone numbers and last known addresses of three (3) owners, individuals or representatives of owners with the most knowledge of work which you have performed and to which you refer (government owners are preferred as references). Name Address Telephone 13. List the pertinent experience of the key individuals of your organization (continue on insert sheet, if necessary). 14. State the name of the individual who will have personal supervision of the work: 15. State the name and address of attorney, if any, for the business of the Offeror: 16. State the names and addresses of all businesses and/or individuals who own an interest of more than five percent (5%) of the Offeror's business and indicate the percentage owned of each such business and/or individual: 17. State the names, addresses and the type of business of all firms that are partially or wholly owned by Offeror: Page 3 of 6 18. State the name of Surety Company which will be providing the bond, and name and address of agent: 19. Bank References: Bank Address Telephone 20. Attach a financial statement including Proposer's latest balance sheet and income statement showing the following items: a) Current Assets (e.g., cash, joint venture accounts, accounts receivable, notes receivable, accrued income, deposits, materials, real estate, stocks and bonds, equipment, furniture and fixtures, inventory and prepaid expenses): b) Net Fixed Assets c) Other Assets d) Current Liabilities (e.g., accounts payable, notes payable, accrued expenses, provision for income taxes, advances, accrued salaries, real estate encumbrances and accrued payroll taxes). e) Other Liabilities (e.g., capital, capital stock, authorized and outstanding shares par values, earned surplus, and retained earnings): 21. State the name of the firm preparing the financial statement and date thereof: 22. Is this financial statement for the identical organization named on page one? ❑ YES []NO 23. If not, explain the relationship and financial responsibility of the organization whose financial statement is provided (e.g., parent -subsidiary). Page 4 of 6 THE OFFEROR ACKNOWLEDGES AND UNDERSTANDS THAT THE INFORMATION CONTAINED IN RESPONSE TO THIS QUALIFICATIONS STATEMENT SHALL BE RELIED UPON BY OWNER IN AWARDING THE CONTRACT AND SUCH INFORMATION IS WARRANTED BY OFFEROR TO BE TRUE. THE DISCOVERY OF ANY OMISSION OR MISSTATEMENT THAT MATERIALLY AFFECTS THE OFFEROR'S QUALIFICATIONS TO PERFORM UNDER THE CONTRACT SHALL CAUSE THE OWNER TO -REJECT THE PROPOSAL, AND IF AFTER THE AWARD TO CANCEL AND TERMINATE THE AWARD AND/OR CONTRACT. (Signature) Page 5 of 6 State of Florida County of On this the day of , 2001, before me, the undersigned Notary Public of the State of Florida, personally appeared. and (Name(s) of individual(s) who appeared before notary) whose name(s) is/are Subscribed to within the instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC SEAL OF OFFICE: NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public: Print, Stamp, or Type as Commissioned) ❑ Personally known to me, or ❑ Produced identification: (Type of Identification Produced) ❑ DID take an oath, or ❑ DID NOT take an oath Page 6 of 6 NON -COLLUSIVE AFFIDAVIT State of )ss. County of deposes and says that: being first duly sworn, 1. He/she is the (Owner, Partner, Officer, Representative or Agent) of the Offeror that has submitted the attached Proposal; 2. He/she is fully informed respecting the preparation and contents of the attached Proposal and of all pertinent circumstances respecting such Proposal; 3. Such Proposal is genuine and is not a collusive or sham Proposal; 4. Neither the said Offeror nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, have in any way colluded, conspired, connived or agreed, directly or indirectly, with any other Offeror, firm, or person to submit a collusive or sham Proposal in connection with the Work for which the attached Proposal has been submitted; or to refrain from bidding in connection with such Work; or have in any manner, directly or indirectly, sought by agreement or collusion, or communication, or conference with any Offeror, firm, or person to fix the price or prices in the attached Proposal or of any other Offeror, or to fix any overhead, profit, or cost elements of the Proposal price or the Proposal price of any other Offeror, or to secure through any collusion, conspiracy, connivance, or unlawful agreement any advantage against (Recipient), or any person interested in the proposed Work; 5. The price or prices quoted in the attached Proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Offeror or any other of its agents, representatives, owners, employees or parties in interest, including this affiant. Signed, sealed and delivered in the presence of: Witness Witness By Printed Name Title Page 1 of 2 State of Florida County of On this the day of , 2001, before me, the undersigned Notary Public of the State of Florida, personally appeared 77T111l (Name(s) of individual(s) who appeared before notary) whose name(s) is/are Subscribed to within the instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC SEAL OF OFFICE: NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public: Print, Stamp, or Type as Commissioned) ❑ Personally known to me, or ❑ Produced identification: (Type of Identification Produced) ❑ DID take an oath, or ❑ DID NOT take an oath Paw 2of2 SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS. This sworn statement is submitted with Bid, Proposal or Contract No. to the City of Tamarac for 2. This sworn statement is submitted by and (name of entity submitting sworn statement) Federal Employer Identification Number (FEIN) (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: 3. My name is and (please print name of individual signing) my relationship to the entity named above is 4. 1 understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services, any lease for real property, or any contract for the construction or repair of a public building or public work, involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 5. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non jury trial, or entity of a plea of guilt or nolo contendere. 6. 1 understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of a public entity crime: or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate_ The owner by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under Page 1 of 3 an arm's length agreement, shall be a prima facie case that one person controls another person. A person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 7. 1 understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts led by a public entity or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members and agents who are active in management of an entity. 8. Based on information and belief, the statement, which I have marked below, is true in relation to the entity submitting this sworn statement. (Please indicate which statement applies.) Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity were charged with, and convicted of a public entity crime after July 1, 1989. The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity was charged with and convicted of a public entity crime after July 1, 1989, The entity submitting this sworn statement, or one of its officers, director, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or the affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attach a copy of the final order.) I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH (ONE) ABOVE, IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. Date: (Signature) Page 2 of 3 ACKNOWLEDGMENT State of Florida County of On this the day of , 2001, before me, the undersigned Notary Public of the State of Florida, personally appeared and (Name(s) of individual(s) who appeared before notary) whose name(s) is/are Subscribed to within the instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC SEAL OF OFFICE: NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public: Print, Stamp, or Type as Commissioned) ❑ Personally known to me, or ❑ Produced identification: (Type of Identification Produced) ❑ DID take an oath, or ❑ DID NOT take an oath Page 3 of 3 FOREIGN (NON-FLORIDA) CORPORATIONS MUST COMPLETE THIS FORM DEPARTMENT OF STATE CORPORATE CHARTER NO. If your corporation is exempt from the requirements of Section 607.1501, Florida Statutes, YOU MU-5T CHECK BELOW the reason(s) for the exemption. Please contact the Department of State, Division of Corporations at (904) 488-9000 for assistance with corporate registration or exemptions. 607.1501 Authority of foreign corporation to transact business required. (1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Department of State. (2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1): (a) Maintaining, defending, or settling any proceeding. (b) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs. (c) Maintaining bank accounts. (d) Maintaining officers or agencies for the transfer, exchange, and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities. (e) Selling through independent contractors. M Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts. (g) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property. (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts. Ii) Transacting business in interstate commerce. (j) Conducting an Isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature. (k) Owning and controlling a subsidiary corporation Incorporated in or transacting business within this state or voting the stock of any corporation which it has lawfully acquired. (1) Owning a limited partnership interest in a limited partnership that is doing business within this state, unless such limited partner manages or controls the partnership or exercises the powers and duties of a general partner. (m) Owning, without more, real or personal property. (3) The list of activities in subsection (2) is not exhaustive. (4) This section has no application to the question of whether any foreign corporation is subject to service of process and suit in this state under any law of this state. Please check one of the following if your firm is NOT a corporation: (1) Partnership, Joint Venture, Estate or Trust (II) Sole Proprietorship or Self Employed NQTE: This sheet MUST be enclosed with your bid if you claim an exemption or have checked I or II above. If you do not check I or II above, your firm will be considered a corporation and subject to all requirements listed herein. BIDDER'S CORRECT LEGAL NAME SIGNATURE OF AUTHORIZED AGENT OF BIDDER Page 1 of 1 �pF TA�� cZ � Q City of Tamarac Finance Deportment, Purchasing Division 7525 N.W. 88th Avenue, Tamarac, Florida 33321-2401 Telephone: (954) 724-2450 Facsimile (954) 724,2408 Websfte: www.tomaroc.org REQUEST FOR PROPOSAL BANKING SERVICES RFP NO. 01-04R ADDENDUM NUMBER 1 May 1, 2001 The following information and attachments have been requested and are being provided as additional information. The last three months of account analysis statements for all accounts referenced in the RFP. Includes both group and individual analysis statements. (See Attachment 1) 2. Average collected balances for the previous 12 months for all accounts. (See Attachment 2) 3. The last three months of sweep statements for the accounts utilizing this service. (See Attachment 3) 4. Copy of the City's safekeeping statement. What rate (i.e., T-Bill, Fed Funds) is the interest tied to? How many basis points are discounted from this index? (See Attachment 4) 5 Copy of the City's merchant statement. N/A - No History 6. Specify the type of merchant terminals preferred by the City. The City expects to provide customers the option of paying for services via credit/debit cards for walk-in, phone-in, mail -in and Internet transactions. 7. Provide the percentage of swipe vs. non -swipe credit card transactions. N/A - No History City of Tamarac Banking Services RFP Equal Opportunity Employer Addendum No. 1 May 1, 2001 8. Provide volume information as well as average ticket size. NIA - No History 9. Does the City currently invest with the State Board of Administration (SBA)? Yes What is the average investment amount maintained at the SBA? $15 Million 10. An electronic copy of the RFP via e-mail. Unavailable at this time. 11. How many employees does the City currently employ? 372 12. What percentage of employees participate in direct deposit of payroll? 73% 13. Does the City currently offer employees discounted banking services through the current banking services provider? Yes 14. Does the City currently contract with an armored courier to deliver deposits to the vault or banking centers (branches)? Yes 15. If so, does the City contract with the armored courier directly? Yes 16. Does the City currently receive supplies at no cost, or does it pay for supplies via analysis? Yes, receives supplies at no cost. All other terms, conditions, and specifications shall remain the same. This addendum shall be attached to the contract documents and the receipt of the same shall be noted in the proposal in the space provided. If you have any questions regarding this addendum, please call (954) 724-2450. Lynda S. Flurry, CPPO Purchasing and Contracts Manager City of Tamarac Cost (A) x (B) Item Description of Services (A) Volume (B) Unit Monthly No. Cost eneral Services 1 Checks Paid 900 0 �0.300 $ 63.00 2 Deposits 200 $ $ 60.00 3 De osited Items Char ed Back 35 $ .0 $ 105.00 4 Securi Safekee in Maintance 1 see section III 2.000 $ 140.00 5qr"jeposit Re-de osited Items 70 5 $ $ 15A00 $ 75.00 6Returns S ecial Instructions -Basic $ 3.00 7 Corections 1 $ 3A00 N/C N/C 8 Multiple Statements 6 6 $ 10.000 60.00 9 Account Maintenance 506.b Genera Seryces otal Automats Clearing House 10 Miscellaneous Items Paid 100 $ 0.1500 $ 15.00 11 File Processed .00 12 Block ACH Transactions 5 $ 15.000 $ 75.00 13 Deposits 25 $ 0.120 $ 3.00 14 Maintenance 2 $ 25.000 $ 50.00 15 Items Ori inated 4000 $ 0.080 $ 320.00 16 ACM Returns 10 $ 6.000 $ 60.00 17 Notifications of Chan e 5 $ 6.000 .00 ACH Total 13.00 Customer C/L 18 Pre -encoded Rejects Over 2.5% 5 N/C N 19 Pre -encoded Rejects Thru 1.5% 60 N/C NA /( 20 Pre -encoded Rejects>1.5%Thru 2.5% 5 $ N/C 0.050 $ NA 115.00 21 Encoded De osited Items On Us 2300 22 Encoded Deposited Items Re Ch 7100 $ 0.060 $ 426.00 23 Encoded Deposited Items Other 6200 $ 0.090 $ , 558.00 0 • C Money Center 34 Disposable Bags Processed 140 0.750 $ 105.00 35 De osit Corrections 1 $ 3.000 $ 3.00 36 Cash Deposit Processing a 600 $ 0.090 54.00 Money Center Total 162.00 econcilements 37 Serial Sort Per Item 850 0.040 $ 34.00 38 Serial Sort Maintenance b 2 $ 35.000 $ 70.00 39 Positive Ray Monthly Maintenance 2 $ 25.000 $ 50.00 40 Full Reconcilement Per Item 850 $ 0.105 $ 89.25 41 Account Recon Output Transmission 2 $ 5.000 $ 10.00 42 JARP Trans Fax Acknowled ement 1 $ 5.000 $ 5.00 43 ARP Trans Fax Acknowled ement 2 $ 5.000 $ 10.00 44 lReconcilements Full Recon Monthly Maintenance 2 55.000 $ 110.00 Total 378.25 Sweep 45 Investment Maintenance 1 75.0351 $ 75.00 Sweee Total $ 75.00 Wire Translers 46 Funds Transfer 20 $ 5.000 100.00 47 Incomin Wire 5 $ 5.000 $ 25.00 Wire Transfer Total 125.00 Wholesale Lockbox 48 1st Class Postage Per Item 280 0.100 $ 28.00 49 OR0861458 280 N/C N/C 50 Items Processed 280 $ 0.490 $ 137.20 51 OR0861458 280 N/C N/C 52 Correspondence Handling 475 $ 0.260 $ 118.75 53 OR0861458 475 N/C N/C 54 Miscellaneous 1 N/C N/C 55 Deposited Items On Us 15 $ 0.050 $ 0.75 56 Deposited Items Regional Ch 35 $ 0.060 $ 2.10 57 Deposited Items Other 210 1 $ 0.090 18.90 Wholesale Lockbox Total 305.70 Zero Balance Accounting 55 Master Account Maintenance 1 $ 25.000 25.00 56 Sub Account Maintenance 4 $ 5.000 $ 20.00 $ - Wholesale lockbox-LISPS returned mail per Item $ 1.000 $ - Wholesale lockbox Monthly Maintenance 1 $ 105.000 $ 105.00 Change and Currency Orders $ 3.000 $ - Zero Balance Accounting Total1 0.00 Total Proposed Cost 3,7 . 0 colnDensiting SalangMet d Compensating Balance Required to eliminate monthly cost of service charges.(estimated) 118 .764 Describe compensating balance adjustment factor for this account with basis and frequency. The compensating balance is based on an earnings credit rate which flucuates monthly and Is a spread off of the g0-day T-Bill. The rate used for the following computation was 4.45%. There is also a mandatory 10% reserve requirement rate Included. (a) Per $1,000 (b) There is no Charge when using Full Reconcilement Is • EXCEPTIONS TO RFP REQUIREMENTS Section VIH. 1. Sweep Type Account First Union proposes a daily sweep to overnight Repurchase Agreements based on the daily Fed Funds rate as of 10:00 AM less 19 basis points. Since our automated repo system uses the 10:00 AM rate, we are best able to serve the City's needs by utilizing this index. Accordingly, we are able to offer a more aggressive spread. The following table contains a comparison of the 10:00 AM rate vs the Effective Fed Funds rate published in the Wall Street Journal. An average for each of the past twelve months is provided which shows only minimal deviation from the Effective Fed Funds index. Our repos are collateralized at 100% per the RFP requirements. Collateral consists of either Direct US Government or US Agency Obligations depending on daily availability. The City of Tamarac Comparison of EFF vs. 1.0:00 AM Fed Funds Month Fed Effective Rate 10am Board Rate Difference May-00 6.2606 6.2381 0.02 June-00 6.4927 6.4846 0.01 July-00 6.5506 6.5315 0.02 August-00 6.5020 6.4580 0.04 September-00 6.5333 6.5013 0.03 October-00 6.5250 6.4740 0.05 November-00 6.5280 6.5033 0.03 December-00 6.5120 6.4860 0.03 January-01 6.0260 6.0040 0:02 February-01 5.5260 5.4700 0.06 March-01 6.3390 5.3130 0.03 April-01 4.8367 4.8096 0.03 � - -! mcI1 May 16, 2001 City of Tamarac 11 Government Banking OON" Section 7 Hypnotical scenario After reviewing the sample portfolio provided, the following charges would apply. 1. Please list the cost per month for maintaining this portfolio. The cost per month would be $35.00. This is calculated by multiplying the 14 Book Entry securities by $2.50/month. 2. Please list the cost to purchase one security from an outside broker. The cost is $13-00 3. Please list the cost to sell one security to an outside broker. The cost is $13.00 4. Please list any other applicable costs to maintain an individual security. The only other costs are $12.00 per transaction for maturities/calls for a security, and $6.75 per transaction for mortgage paydowns. *'"There is a minimum fee of $100.00 per month. If the maintenance of the portfolio fell under the minimum, the $100.00 fee would apply. 0 Section XIX. 3. Supplies The specified supplies are provided by outside vendors. The cost of these supplies shall be passed through to account analysis at flat cost with no mark-up by First Union. Section XIX. 16. Lines of Credit and 17. Lease Financing First Union National Bank has pre -approved several past extensions of credit to Tamarac and would be pleased to consider the extension of a credit line or municipal lease to the City. Terms, conditions, and structure of any credit facility are contingent upon the Bank's receipt and review of the City's CAFR, current budget, capital improvement plan and qualifying opinion of bond counsel. As a general rule, the minimum credit facility amount is $100,000. As the largest provider of credit services to Florida municipalities, First Union is uniquely qualified to assist the City in determining the optimal credit structure based upon your funding needs and available revenue sources. Many of our clients have utilized a 364-day G.O. structure to provide a safety net for unanticipated current revenue shortfalls. We would be pleased to review the City's financial information to determine if this structure would best meet your needs. Section XXI. 2 Canadian Checks: Canadian checks drawn on a US dollar denominated account and clearly stating $ US Dollars will be processed in similar fashion to ordinary US checks and subject to the enclosed availability schedule. Checks drawn in Canadian currency will be sent through First Union's foreign item collection process and may take several weeks to clear. First Union does not recommend that the City accept any foreign items. May 16, 2001 City of Tamarac 12 -._._.-._._._.-...._._._._._...._._.-._.------------- .----------------_ __-_-.-_-_-_-_-.-___-_-_ CERTIFIED RESOLUTION _-..._._.w__.-.---.---.------_.---._--.-------------------.---------------._­.---------.-.---.-. EXTRACT FROM THE BY-LAWS OF FIRST UNION NATIONAL BANK Section 8.2 Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, notices, applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairman of the Board, the Vice Chairman of the Board, any Chairman or Vice Chairman, the President, any Vice President or Assistant Vice President, the Secretary or any Assistant Secretary, thrt Cashier or Treasurer or any Assistant Cashier or Assistant Treasurer, or any officer holding similar or equivalent titles to the above in any regions, divisions or functional units of the Association, or, if in connection with the exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer or Assistant Trust Officer (or equivalent titles); provided, however, that where required, any such instrument shall be attested by one of said officers other than the officer executing such instrument. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other manner and by such other officers as the Board of Directors may from time to time direct. The provisions of this Section 8.2 are supplementary to any other provision of these By-laws. I HEREBY CERTIFY THAT the foregoing is a true and complete extract from the By - Laws of First Union National Bank, a national banking association, now in full force and effect; and that the following person has been duly appointed and now holds the office 40 designated; and that the signature set opposite their name is their genuine signature: Paul F. Vincent, Vice President 48 IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association on May 10, 2001. [SEAL] P, ot Assistant Secretary FULNC;37023-1 17-A OFFEROR'S QUALIFICATION STATEMENT The undersigned certifies under oath the truth and correctness of all statements and of all answers to questions made hereinafter: SUBMITTED TO: City of Tamarac Purchasing and Contracts Manager ADDRESS: Submitted By: Name: Address: Principal Office: Telephone No. Fax No. 7525 NW 88' Avenue Tamarac, Florida 33321 First Union National Bank Paul F. Vincent 1950 West Hillsboro Blvd Deerfield Beach FL 33442 Check One ® Corporation ❑ Partnership ❑ Individual ❑ Other 1. State the true, exact, correct and complete name of the partnership, corporation, trade or fictitious name under which you do business and the address of the place of business. The correct name of the Offeror is: First Union National Bank The address of the principal place of business 1950 West Hillsboro Blvd, 2nd Floor Deerfield Beach FL 33442 2. If Offeror is a corporation, answer the following: a) Date of Incorporation: 1908 b) State of Incorporation: North Carolina C) President's name: G. Kennedy Thompson d) Vice President's name: Ben Jenkins (Vice Chiarman) e) Secretary's name: Mark C • Treanor f) Treasurer's name: Bod Kelly g) Name and address of Resident Agent: N/A 3. If Offeror is an individual or a partnership, answer the following: a) Date of organization: N/A Page 1 of 6 b) Name, address and ownership units of all partners: N/A • c) State whether general or limited partnership: N/A 4. If Offeror is other than an individual, corporation or partnership, describe the organization and give the name and address of principals: N/A 5. If Offeror is operating under a fictitious name, submit evidence of compliance with the Florida Fictitious Name Statute. N/A 6. How many years has your organization been in business under its present business name? 42 years a) Under what other former names has your organization operated? N/A 7. Indicate registration, license numbers or certificate numbers for the businesses or professions, which are the subject of this Bid. Please attach certificate of competency and/or state registration. See attached 8. Have you personally inspected the site of the proposed work? [3 YES ❑ NO 9. Do you have a complete set of documents, including drawings and addenda? [3 YES ❑ NO 1 0. Did you attend the Pre -Proposal Conference if any such conference was held? 0 YES ❑ NO 1.1. Have you ever failed to complete any work awarded to you? If so, state when, where and why? N/A Page 2 of 6 • 12. State the names, telephone numbers and last known addresses of three (3) owners, individuals or representatives of owners with the most knowledge of work which you have performed and to which you refer (government owners are preferred as references). Name Address Telephone City of Hollywood Hollywood 954-921-3232 ± City of Coral Springs Coral Springs 954-344-1088 City of Deerfield Beach Deerfield Beach 954-480-4224 13. List the pertinent experience of the key individuals of your organization (continue on insert sheet, if necessary). See attached biography 14. State the name of the individual who will have personal supervision of the work: Paul F. Vincent 15. State the name and address of attorney, if any, for the business of the Offeror: N/A 16. State the names and addresses of all businesses and/or individuals who own an interest of more than five percent (5016) of the Offeror's business and indicate the percentage owned of each such business and/or individual: N/A 17. State the names, addresses and the type of business of all firms that are partially or wholly owned by Offeror: N/A Page 3 of 6 18. State the name of Surety Company p y which will be providing the bond, and name and address of agent: N/A 19. Bank References: Bank Address Tele hone N/A 20. Attach a financial statement including Proposer's latest balance sheet and income statement showing the following items: a) Current Assets (e.g., cash, joint venture accounts, accounts receivable, notes receivable, accrued income, deposits, materials, real estate, stocks and bonds, equipment, furniture and fixtures, inventory and prepaid expenses): b) Net Fixed Assets c) Other Assets d) Current Liabilities (e.g., accounts payable, notes payable, accrued expenses, provision for income taxes, advances, accrued salaries, real estate encumbrances and accrued payroll taxes). e) Other Liabilities (e.g., capital, capital stock, authorized and outstanding shares par values, earned surplus, V retained earnings): see enclosed annual report for fiscal year 2 0 . 21. State the name of the firm preparing the financial statement and date thereof: KPMG, LLP 12/31/2000 22. Is this financial statement for the identical organization named on page one? f] YES ❑ NO 23. If not, explain the relationship and financial responsibility of the organization whose financial statement is provided (e.g., parent -subsidiary). N/A Page 4 of 6 THE OFFEROR ACKNOWLEDGES AND UNDERSTANDS THAT THE INFORMATION CONTAINED IN RESPONSE TO THIS QUALIFICATIONS STATEMENT SHALL BE RELIED UPON BY OWNER IN AWARDING THE CONTRACT AND SUCH INFORMATION IS WARRANTED BY OFFEROR TO BE TRUE. THE DISCOVERY OF ANY OMISSION OR MISSTATEMENT THAT MATERIALLY AFFECTS THE OFFEROR'S QUALIFICATIONS TO PERFORM UNDER THE CONTRACT SHALL CAUSE THE OWNER TO REJECT THE PROPOSAL, AND IF AFTER THE AWARD TO CANCEL AND TERMINATE THE AWARD AND/OR CONTRACT. ✓.�,. e , (Signature) Paul F. Vincent Vice President Government Services Group • Page 5 of 6 State of Florida County of Broward On this the 16thday of May, 2001, before me, the undersigned Notary Public of the State of Florida, personally appeared Paul F. Vincent (Name(s) of individual(s) who appeared before notary) and whose name(s) is/are Subscribed to within the instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC SEAL OF OFFICE: PAMELA RAMKALAWAN MY COMMISSION N CC 9"979 EXPIRES: Jun 13, 2004 TARY FL Nohry S"Gg a 6onding. Im 0 NOTARY PUBLIC, STATE OF FLORIDA Pamela Ramkalawan (Name of Notary Public: Print, Stamp, or Type as Commissioned) 15 Personally known to me, or ❑ Produced identification: (Type of Identification Produced ❑ DID take an oath, or 0 DID NOT take an oath Page 6 of 6 NON -COLLUSIVE AFFIDAVIT LJ • State of Florida County of Broward Paul F. Vlncent being first duly sworn, deposes and says that: 1. He/she is the representi.ve , (Owner, Partner, Officer, Representative or Agent) of First Union National Bank the Offeror that has submitted the attached Proposal; 2. He/she is fully informed respecting the preparation and contents of the attached Proposal and of all pertinent circumstances respecting such Proposal; 3. Such Proposal is genuine and is not a collusive or sham Proposal; 4. Neither the said Offeror nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, have in any way colluded, conspired, connived or agreed, directly or indirectly, with any other Offeror, firm, or person to submit a collusive or sham Proposal in connection with the Work for which the attached Proposal has been submitted; or to refrain from bidding in connection with such Work; or have in any manner, directly or indirectly, sought by agreement or collusion, or communication, or conference with any Offeror, firm, or person to fix the price or prices in the attached Proposal or of any other Offeror, or to fix any overhead, profit, or cost elements of the Proposal price or the Proposal price of any other Offeror, or to secure through any collusion, conspiracy, connivance, or unlawful agreement any advantage against (Recipient), or any person interested in the proposed Work; 5. The price or prices quoted in the attached Proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Offeror or any other of its agents, representatives, owners, employees or parties in interest, including this affiant. Signed, sealed and delivered in the presence of: Irene Sutter��`^ By Witness Lisa Dyer Witness Paul F. Vincent Printed Name Vice President Title Page 1 of 2 State of Florida County of Broward • r� L • On this the 16th day of May , 2001, before me, the undersigned Notary Public of the State of Florida, personally appeared Paul F. VIncent and (Name(s) of individual(s) who appeared before notary) whose name(s) is/are Subscribed to within the instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC SEAL OF OFFICE: le �- .1 PAMELA RAMKALAWAN MY COMMISSION * CC 944972 EXPIRES: Jun 13, 2004 1-0OOSNorwr FL Wfery Swwn A 8ading, trr¢ NOTARY PUBLIC, STATE OF FLORIDA Pamela Ramkalawan (Name of Notary Public: Print, Stamp, or Type as Commissioned) ❑ Personally known to me, or ❑ Produced identification: (Type of Identification Produced) ❑ DID take an oath, or ❑ DID NOT take an oath Page 2 of 2 • • SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submitted with Bid, Proposal or Contract No. 01--11R to the City of Tamarac for Purchasing Services 2. This sworn statement is submitted by First Union National Bank (name of entity submitting sworn statement) and Federal Employer Identification Number (FEIN) 22-1147033 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: 3. My name is Paul F. Vincent (please print name of individual signing) my relationship to the entity named above is Vice President and 4. 1 understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services, any lease for real property, or any contract for the construction or repair of a public building or public work, involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 5. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non jury trial, or entity of a plea of guilt or nolo contendere. 6. 1 understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of a public entity crime: or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate"' includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The owner by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls Page 1 of 3 another person. A person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. • 7. 1 understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts led by a public entity or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members and agents who are active in management of an entity. 8. Based on information and belief, the statement, which I have marked below, is true in relation to the entity submitting this sworn statement. (Please indicate which statement applies.) xx Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity were charged with and convicted of a public entity crime after July 1, 1989. The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity was charged with and convicted of a public entity crime after July 1, 1989. The entity submitting this sworn statement, or one of its officers, director, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or the affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attach a copy of the final order.) I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH (ONE) ABOVE, IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN T7jNFORMATION CONTAINED IN THIS FORM. _ ® /. (Signature) Date: May loth, 2001 Page 2 of 3 ACKNOWLEbGMEN State of Florida County of Broward On this the 16thday of May , 2001, before me, the undersigned Notary Public of the State of Florida, personally appeared Paul F. Vincent and (Name(s) of individual(s) who appeared before notary) whose name(s) is/are Subscribed to within the instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC NOTARY PUBLIC, STATE OF FLORIDA SEAL OF OFFICE: Pamela Ramkalawan (Name of Notary Public: Print, Stamp, or Type as Commissioned) PAMELA RAMKALAWAN MY F(ZCEVX OMMIUM N CC 94an PIRES; Jun 13, zoa ® Personally known to me, or FLNotprySvvrp.;,,r4",I,m ❑ Produced identification: (Type of Identification Produced) 17 DID take an oath, or ❑ DID NOT take an oath Page 3 of 3 Citv of Tamarac _,P►cu►rPd - Item No. Description of Services (A) Volume (B) Unit Cost (A) x (B) Monthly Cost General Services 1 Checks Paid 900 .070 $ 63.00 2 Deposits 200 $ 0.300 $ 60.00 3 Deposited Items Charged Back 35 $ 3.000 $ 105.00 4 Securi Safekeeping Maintance 1 see section III 5 Re -deposited Items 70 $ 2.000 $ 140.00 6 Returns Special Instructlons-Basic 5 $ 15.000, $ 75.00 7 Deposit Corections 1 $ 3.000 $ 3.00 8 Multiple Statements 6 N/C N/C 9 Account Maintenance 6 $ 10.000 $ 60.00 General Services Total $ 506.00 Automated Clearing House 10 Miscellaneous items Paid 100 $ 0.150 $ 15.00 11 File Processed 12 $ 5.000 $ 60.00 12 Block ACH Transactions 5 $ 10.000 $ 50.00 13 Deposits 25 $ 0.120 $ 3.00 14 Maintenance 2 $ 25.000 $ 50.00 15 Items Originated 4000 $ 0.050 $ 200.00 16 ACH Returns 10 $ 6.000 $ 60.00 17 Notifications of Change 5 $ 6.000 $ 30.00 Zen otal 1 $ 468.00 Customer C/L 18 Pre -encoded Rejects Over 2.5% 5 N/C N/C 19 Pre -encoded Rejects Thru 1.5% 60 N/C N/C 20 Pre -encoded Rejects;-l.5%Thru 2.5% 5 N/C N/C 21 Encoded Deposited Items On Us 2300 $ 0.050 $ 115.00 22 Encoded Deposited Items Reg Ch 7100 $ 0.060 $ 426.00 23 Encoded Deposited Items Other 6200 $ 0.090 $ 558.00 Customer C/L Total 71.099.00 Image 24 Check Images Maint. Per Occurrence 2 $ 35.000 $ 70.00 25 Check Images Per Item 850 $ 0.035 $ 29.75 26 Check Images on CD -Rom Per CD 1 $ 15.000 $ 15.00 Image Total 1 $ 114.75 Invision 27 Stop Payments 10 5.000 $ 50.00 28 Inquiries 5 $ 1.000 $ 5.00 29 Package 1 $ 100,000 $ 100.00 30 Pkg Accounts 5 N/C N/C 31 Pk9 Accounts 0 $ - $ - 32 Pkg DL Items 1500 N/C N/C 33 Pkg DL Items 900 $ 0.100 $ 90.00 Invision Total $ 245.00 Money Center 34 Disposable Bags Processed 140 $ 0.750 $ 105.00 35 Deposit Corrections 1 $ 3.000 $ 3.00 36 Cash Deposit Processing (a) 600 $ 0.090 $ 54.00 Money Center Total $ 162.00 Reconcilements 37 Serial Sort Per Item 0 1$ - 1 $ - 38 jSerial Sort Maintenance (b) 0 $ - I $ - 39 Positive Pay Monthly Maintenance 2 $ 25.000 $ 50.00 40 Full Reconcilement Per Item 850 $ 0.105 $ 89.25 41 Account Recon Output Transmission 2 $ 5.000 $ 10.00 42 ARP Trans Fax Acknowledgement 1 $ 5.000 $ 5.00 43 ARP Trans Fax Acknowledgement 2 $ 5,000 $ 10.00 44 Full Recon Monthly Maintenance 2 $ 55.000 $ 110.00 Reconcilements Total 274.25 Sweep 45 Investment Maintenance 1 $ 75.000 75. 0 Sweep Total I $ 75.00 Wire Transfers 46 Funds Transfer 20 1 $ 5.400 $ 100.00 47 JIncomingWire 5 $ 5.000 $ 25.00 Wire Transfer Total 125.00 Wholesale Lockbox 48 1 st Class Postage Per Item 280 $ 0.100 $ 28.00 49 OR0861458 280 N/C N/C 50 Items Processed 280 $ 0.490 $ 137.20 51 OR0861458 280 N/C N/C 52 Correspondence Handling 475 $ 0.250 $ 118.75 53 OR0861458 475 N/C N/C 54 Miscellaneous 1 N/C N/C 55 Deposited Items On Us 15 $ 0.050 $ 0.75 56 Deposited Items Regional Ch 35 $ 0.060 $ 2.10 57 Deposited Items Other 210 $ 0.090 $ 18.90 Wholesale Lockbox Total $ 305,70 Zero Balance Accounting 55 Master Account Maintenance 1 25.000 $ 25.00 56 Sub Account Maintenance 4 $ 5.000 $ 20.00 Wholesale lockbox-USPS returned mail er item $ 1.000 $ - Wholesale lockbox Monthly Maintenance 1 $ 105.000 $ 105.00 Change and -Currency Orders $ 3.000 $ - Zero Balance Accounting ota 50.00 Total Proposed Cost 3,524.70 Compensating Balance Method Compensating Balance Required to eliminate monthly cost of service charges, (estimated) $ 1.036.217.= Describe compensating balance adjustment factor for this account with basis and frequency. The compensating balance is based on an earnings credit rate which flucustes monthly and is a spread off of the 90-day T-Bill. The rate used for the following computation was 4.45%. There is also a mandatory 10% reserve requirement rate included. (a) Per $1,000 (b) There is no Charge when using Full Reconcilement ATTACHMENT 2 10/01/2001 BANKING SERVICES Committee Evaluation Totals TEMP RESO *9541 Proposers Name: Bank dank of Bank First Sun Atlantic America United Union Trust No Conflict of interest No No No No No Adhered to the Instructions Yes Yes Yes Yes Yes Cost of Services/Transaction Time/Invest. Earnings Rate (60 points) Director of Finance 46 47 46 45 43 Controller 45 43 45 45 45 Investment Accountant 35 35 30 47 45 Purchasing and Contracts Manager 42 42 44 45 45 Customer Service Supervisor 44 41 41 47 43 Ability to provide type/quality of services (30 points) Director of Finance 21 20 15 28 29 Controller 25 28 27 29 28 Investment Accountant 20 25 10 25 22 Purchasin and Contracts Manager 28 25 26 30 30 Customer Service Supervisor 28 30 30 30 30 Prior experience in government banking (15 points) Director of Finance 5 12 0 15 15 Controller 0 12 0 15 15 Investment Accountant 0 5 0 15 11 Purchasing and Contracts Manager 0 13 0 15 15 Customer Service Supervisor 0 14 . 0 15 15 Other financial services available (5 points) Director of Finance 5 5 1 5 5 Controller 4 5 5 5 5 Investment Accountant 2 1 3 3 4 Purchasin and Contracts Mana sr 5 3 4 4 5 Customer Service Supervisor 2 2 1 2 2 TOTAL POINTS Director of Finance 77 84 62 93 92 Controller 74 88 77 94 93 Investment Accountant 57 66 43 90 82 Purchasing and Contracts Manager 75 83 74 94 95 Customer Service Supervisor 74 87 72 94 90 Totals ranked below 357 408 328 465 452 TOTAL RANKING (Proposals) Director of Finance 4 3 5 1 2 Controller 5 3 4 1 2 Investment Accountant 4 3 5 1 2 Purchasing and Contracts Manager 4 3 5 2 1 Customer Service Supervisor 4 3 5 1 2 Ranking based on Total Points 4 3 5 1 2 Ranking after short-list Presentations N/A 2 N/A 1 3 Udrive/2001 Bids/01-11L Banking Services/Banking Services Evaluation Worksheet AGREEMENT FOR BANKING SERVICES AGREEMENT NO.01-11R THIS AGREEMENT made and entered into this 119 day of i k bt 1 , 20 , by and between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88th Avenue, Tamarac, Florida 33321, hereinafter referred to as CITY, and First Union National Bank a corporation with principal offices located at 1950 Hillsboro Boulevard 2"d Floor Deerfield Beach Florida 33442 hereinafter referred to as the BANK. WHEREAS, the City intends to utilize a Bank to provide full Banking and certain investment services for all City funds, except for its employees' pension funds, which are organized and administered separately. The objectives are to obtain the most efficient Banking services, while minimizing cost to the City; and to maximize return on investments while pre -servicing capital and avoiding unreasonable risks and providing readily availability of funds; and, WHEREAS, the City requires certain professional services in connection with Banking services; and, WHEREAS, the Bank represents that it is capable and prepared to provide such Services. NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: ARTICLE 1 - EFFECTIVE DATE The term of this Agreement is for a period of five (5) years from date of execution. Upon expiration of the five (5) year term, the parties may choose to terminate this Agreement, or renew by written agreement signed by the parties hereto for an additional two-year period. ARTICLE 2 - SERVICE TO BE PERFORMED BY THE BANK The contract documents consist of this Agreement, conditions of the Request for Proposal (General, Supplementary and other Conditions), specifications, all addenda issued prior to, and all modifications issued after execution of this Agreement. These contract documents form the Agreement, and all are as fully a part of the Agreement if attached to this Agreement or repeated therein. The Bank shall perform these services as specifically stated and as may be specifically designated and additionally authorized by the City. Such additional authorizations will be in the foray of a Task Order. Each Task Order will set forth a specific Scope of Services, amount of compensation and completion date and shall be approved by resolution of the City Commission. ARTICLE 3 - STANDARD OF CARE Bank shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by a Bank under similar circumstances and Bank shall, at no additional cost to the City, re -perform services which fail to satisfy the foregoing standard of care. ARTICLE 4 - INDEMNIFICATION The Bank shall indemnify and hold harmless the City, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with the work performed by the Bank or its officers, employees, agents, subcontractors, or independent contractors, excepting only such damage solely attributable to the gross negligence or willful misconduct of the City or its elected or appointed officials and employees. The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof. Nothing contained herein is intended nor shall be construed to waive City's rights and immunities under the common law or Florida Statutes 768.28, as amended from time to time. Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reasons, the terns and conditions of this Article shall survive indefinitely. ARTICLE 5 - INDEPENDENT CONTRACTOR Bank undertakes performance of the Services as an independent contractor and shall be wholly responsible for the methods of performance. Personal services provided by the Bank shall be by employees of the Bank and subject to supervision by the Bank, and not as officers, employees, or agents of the City. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of the Bank. The City shall have no right to supervise the methods used, but the City shall have the right to observe such performance. Bank shall work closely with the City in performing Services under this. Agreement. ARTICLE 6 - NON-DISCRIMINATION The Bank agrees that it shall not discriminate against any of its employees or applicants for employment because of their age, handicap, race, color, religion, sex, or national origin, and to abide by all federal and State laws regarding non-discrimination. The Bank further agrees to insert the foregoing provisions in all subcontracts hereunder except subcontracts for standard commercial supplies or raw materials. Any violation of such provisions shall constitute a material breach of this Agreement. ARTICLE 7 - ASSIGNMENT AND SUBCONTRACTING Bank shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the City. ARTICLE 8 - COMPLIANCE WITH LAWS In performance of the Services, Bank will comply with applicable regulatory requirements including federal, state, and local laws, rules regulations, orders, codes, criteria and standards. ARTICLE 9 - INSURANCE During the performance of the Services under this Agreement, Bank shall maintain the following insurance polices, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida. FI WORKER'S COMPENSATION The Bank shall procure and maintain, for the life of this Agreement, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employers' Liability with limits meeting all applicable state and federal laws. This coverage shall extend to any subcontractor that does not have their own Workers' Compensation and Employers Liability Insurance. Thirty- (30) days notice of cancellation is required and must be provided to the City of Tamarac via Certified Mail. COMPREHENSIVE GENERAL LIABILITY The Bank shall procure and maintain, for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent Contractors' Products and Completed Operations and Contractual Liability. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. The Minimum Limits of Coverage shall be $5,000,000 per occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability with no more than $10,000 deductible. The City of Tamarac must be named as an additional insured. Thirty- (30) days written notice must be provided to the City of Tamarac via Certified Mail in the event of cancellation. FIDELITY BOND The Bank shall procure and maintain a Blanket Fidelity Bond on each Bank employee handling City funds for the term of the Agreement. The minimum limits of coverage shall be $1,000,000 per occurrence. Fidelity Bond relates to the Bank's blanket insurance on its employees for errors, omissions, or theft. SUPPLEMENTAL PROVISIONS The following two (2) statements will be utilized whenever any type of insurance is required. These statements should be included on all proposal documents. 1. The insurance coverage and conditions afforded by this policy(s) shall not be suspended, voided, canceled or modified, except after thirty (30) days prior written notice by Certified Mail, Return Receipt Requested, has been given to the City of Tamarac Department that originated this contract. 2. Certificates of Insurance meeting the specific required provision specified within this Agreement shall be forwarded to the City of Tamarac Department that originated the Agreement, and approved prior to the start of any work or the possession of any City property. ARTICLE 10 - CITY'S RESPONSIBILITIES The City shall be responsible for providing all information on hand including transactions, and other data that is available in the files of the City. 3 ARTICLE 11 -TERMINATION OF AGREEMENT This Agreement may be terminated by City or Bank upon 120 days of written notice by the terminating party to the other party for such termination in which event the Bank shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Bank abandons this Agreement or causes it to be terminated, Bank shall indemnify the City against loss pertaining to this termination. Default by Bank: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City should t4e -Bank neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Bank of written notice of such neglect or failure. ARTICLE 12 - AGREEMENT SUBJECT TO FUNDING This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. ARTICLE 13 - NONDISCLOSURE OF PROPRIETARY INFORMATION Subject to Florida Statutes, Bank shall consider all information provided by City and all reports, studies, calculations, and other documentation resulting from the Bank's performance of the Services to be proprietary unless such information is available from public sources. Bank shall not publish or disclose proprietary information for any purpose other than the performance of the Services without the prior written authorization of City or in response to legal process. ARTICLE 14 - UNCONTROLLABLE FORCES Neither the City nor Bank shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non -performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. Neither party shall, however, be excused from performance if non-performance is due to forces which are preventable, removable, or remediable and which the non -performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non -performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 15 - GOVERNING LAW AND VENUE This Agreement shall be governed by the laws of the State of Florida as now and hereafter in force. The venue for actions arising out of this agreement is fixed in Broward County, Florida. 4 ARTICLE 16 - SEVERABILITY; WAIVER OF PROVISIONS Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non -enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. ARTICLE 17 - INTEGRATION AND MODIFICATION This Agreement is adopted by the City and Bank as a complete and exclusive statement of the terms of the Agreement between the City and Bank. This Agreement supersedes all prior agreements, contracts, proposals, representations, negotiations, letters or other communications between the City and Bank pertaining to the Services, whether written or oral. The Agreement may not be modified unless such modifications are evidenced in writing signed by both the City and Bank. The indemnification clause contained in this agreement supersedes and replaces the limitation of liability and indemnification clauses contained in the First Union Deposit, Agreement Item 19. Endorsements and the Back of Checks, Item 23, Cash Management and Item 35. Telephone -Access — Wire Transfer Terms and Conditions. In case of inconsistency or conflict between the provisions of the separate parts of the following Contract Documents, the separate parts shall take precedence and govern in the following order. Additionally, these documents are incorporated into and made an integral part of this Agreement as if set forth in full: A. Agreement for Banking Services B. RFP No. 01-11 R and all Terms and Conditions therein C. Proposal dated May 16, 2001 including revised fee proposal D. Master Repurchase Agreement E. Deposit Agreement The Bank warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Bank to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Bank, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. ARTICLE 19 - TRUTH -IN -NEGOTIATION CERTIFICATE Execution of this Agreement by the Bank shall act as the execution of a truth -in -negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement are accurate, complete and current as of the date of the Agreement and no higher than those charged the Bank's most favored customer for the same or substantially similar service. The said rates and cost shall be adjusted to exclude any significant sums should the City determine that the rates ad costs were increased due to inaccurate, incomplete or noncurrent wage rates or due to inaccurate representations of fees paid to outside Banks. The City shall exercise its rights under this "Certificate" within one (1) year following payment. A ARTICLE 20 - OWNERSHIP OF DOCUMENTS Bank shall be required to work in harmony with other Banks relative to providing information requested in a timely manner and in the specified form. Any and all documents, records, disks, original drawings, or other information shall become the property of the City upon completion for its use and distribution as may be deemed appropriate by the City. ARTICLE 21 - NOTICE Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended at the following addresses. CITY City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 With a copy to City Attorney at the same address. BANK Paul F. Vincent, Vice President First Union National Bank 1950 W. Hillsboro Boulevard, 2"d Floor Deerfield Beach, FL 33442 ARTICLE 22 - SIGNATORY AUTHORITY The Bank shall provide the City with copies of requisite documentation evidencing that the signatory for Bank has the authority to enter into this Agreement. ARTICLE 23 - MERGER; AMENDMENT This Agreement constitutes the entire Agreement between the Bank and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Bank and the City. C. IN WITNESS WHEREOF, the parties have made and executed this Agreement on .the respective dates under each signature. City of Tamarac, through its Mayor and First Union National Bank (Name of party with whom Agreement is made), signing by and through its Vice President duly authorized to execute same. Witness: Marion Swenson, CMC City Clerk Date: i� fro ATTEST: (Corporate Secretary Type/Print Name of Corporate Secy. (CORPORATE SEAL) CITY OF TAMARAC 1 jecoh reiberr Mayor Date: /0 -/0 - 0 / Jeffrey LllAilldY,, City Manager Date: /0 - / 0-- 01 FIRST UNION NATIONAL BANK (Authorized Signature) Paul F. Vincent, Vice President Date: 8 7 CORPORATE ACKNOWLEDGEMENT STATE OFFLORIDA COUNTY OF BROWARD The foregoing instrument was acknowledged before me this a k day of September, 2001 by Paul F. Vincent, Vice of First Union National Bank, a Florida corporation, on behalf of the corporation. —ISilt'm --- JUNK A WHITE E RY PIJ8UC 9rATE OF RDRMA OMMISSION NO. CC773M O-- MMISSION EXP. 5PPI"15 Signat a of Notary Public — State of Florida JS Ajc- A- W111 XT— Printed, typed/stamped name of Notary Public Exactly as commissioned ❑ Personally known by me, or ®-Produced identification: F"Lo,eivw bei vex Lcc �vsE (Type of identification produced) Erbid take an oath, or ❑ Did not take an oath r, REPURCHASE MASTER AGREEMENT ' Dated as of (the "Cn an ") and FIRST UNION NATIONAL BANK (the "Bank") 1. Applicability Pursuant to the terms and conditions of the Deposit Agreement between the Company and the Bank previously executed and delivered by the Company, the Company has elected to enter into transactions in which the Bank agrees to transfer to the Company securities or financial instruments ("Securities") against the transfer of funds by the Company, with a simultaneous agreement by the Company to transfer to the Bank such Securities on the following business day against the transfer of funds by the Bank. Each such transaction shall be referred to herein as a "Transaction". Unless the Company is notified to the contrary in advance in writing by the Bank, Securities shall be limited to those issued by or guaranteed by the U.S. government or federal government agencies. 2. Security Interest Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any Transactions are deemed to be loans, the Bank shall be deemed to have pledged to the Company as security for the performance by the Bank of its obligations under each such Transaction, and shall be deemed to have granted to the Company a security interest in, all of the Securities with respect to all Transactions hereunder and all proceeds thereof. 3. Se2re2ation of Securities Required Disclosure for Transactions in Which the Bank Retains Custody of Securities The Bank is not permitted to substitute other securities for those subject to this Agreement and therefore must keep the Company's securities segregated at all times, unless in this Agreement the Company grants the Bank the right to substitute other securities. If the Company grants the right to substitute, this means that the Company's securities will likely be commingled with the Bank's own securities during the trading day. The Company is advised that, during any trading day that the Company's securities are commingled with the Bank's securities, they may be subject to liens granted by the Bank to third parties and may be used by the Bank, for deliveries on other securities transactions. Whenever the securities are commingled, the Bank's ability to resegregate substitute securities for the Company will be subject to the Bank's ability to satisfy any lien or to obtain substitute securities. To the extent required by applicable law, all Securities in the possession of the Bank shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial intermediary or a clearing corporation. Title to all Securities shall pass to the Company, provided the Company may not engage in repurchase transactions with the Securities or otherwise pledge or hypothecate the Securities. 4. Intent (a) The parties recognize that each Transaction is a "repurchase agreement" as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a "securities contract" as that term is defined in Section 741 of Title 11 of the United States Code, as amended. (b) It is understood that the Company's right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies with respect to this Agreement, is a contractual right to liquidate such Securities as described in Sections 555 and 559 of Title 11 of the United States Code, as amended. 5. Disclosure Relating to the Bank The Company acknowledges that is has been advised that funds held by the Bank pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation. By: &4q o f ithorized signature) Title: Date: /o a By: First Union National Bank (The "Bank) (authorized signature) Title: v, �rr: ��.-,-7z— Date: IN ADDITION TO ABOVE, CUSTOMER MUST COMPLETE TAXPAYER CERTIFICATION BELOW. SUBSTITUTE FORM W-9 - Taxpayer Identification Number and Certification. Under Penalties of Perjury, I Certif That: (1) The number shown on this form is my correct Taxpayer Identification Number (or that I am waiting for a number to be issued to me); and (2) 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that 1 am no longer subject to backup withholding. Certification instruction- You must cross out item (2) above if you have been notified by IRS that you are currently subject to backup withholding becauseof under reporting interest or dividends on your tax return. Primary Applicant Social Security or Tax I.D#: I 'b - 1. 96d6_0S4 C- Exempt Recipients Cbeck Here: F.# lea- C)- 1b3956 a The internal Revenue Service does not require your consent to any provision of this document other than the gertifications required to avoid backup withholding. Primary Applicant Signature ' Date: 1� D 0 I Revision 08/30/00 DEPOSIT AGREEMENT F1%N AND DISCLOSURES For Non -Personal Accounts Effective May 15, 2000 The words "you" and "yours" as used In this Agreement mean the person, partnership, corporation, association or other entity who has agreed to the terms of this Agreement with us. The words "we" and "us" mean First Union National Bank. 1. LEGAL EFFECT OF THIS AGREEMENT. When you open a deposit account with us by signing a Signature Card, providing a Resolution and receiving a copy of this Agreement, you are agreeing to the terms of this Agreement. It is a legally binding contract. Please note that the contract can only be modified as provided in this Agreement. In establishing an account with us, you agree and acknowledge that our relationship is that of debtor and creditor and that we are not in any way acting as a fiduciary for you or for your benefit. Please READ and RETAIN this Agreement so that you can refer to it whenever you have a question about your account. If you have any questions after reading this Agreement, we would be happy to try to answer or clarify them. 2. SCOPE OF AGREEMENT, This Agreement only applies to business accounts. Business accounts are those accounts established by a partnership, corporation, association or other entity operated on a for -profit basis; a corporation or an association operated on a not -for -profit basis; a governmental unit, and an individual who intends to use the account for carrying on a trade or business. The classification and form of ownership of a business account are as designated on the Signature Card, In a partnership or other unincorporated business account, the partners or owners agree with each other and with us that any one partner or owner whose name is written or typed on the Signature Card has complete authority to bind the partnership or other business and all other partners or owners in all transactions involving the account. In a Corporation account, each person who signs the Signature Card represents to us that the Corporation is duly authorized to transact business and that each person whose name is written or typed on the Signature Card is duly authorized and has complete authority to bind the corporation in all transactions involving the account. The partnership, corporation or other legal entity agrees to notify us promptly in writing of any change in authority. We also reserve the right to require a partnership, corporation or other legal entity to give us a separate written authorization telling us who is authorized to act on its behalf. For corporations, we may rely upon written instructions from the corporate secretary or an assistant secretary. We are authorized to follow the directions of a person designated as having authority to act on the entity's behalf until we actually receive written notice that the authority has been terminated and have had a reasonable time to act upon that notice. 3. DEPOSITS. You may make deposits by mail or in person at our branch offices by using deposit tickets. We have the right to endorse any non -cash items submitted for deposit to your account and to deposit them into your account. We also have the right to limit, refuse or return any deposit. You agree to reimburse us for any loss or expense (including, without limitation, reasonable attorneys' fees and the costs of litigation) we incur because you fail to endorse an item exactly as it is drawn. If we receive an item on a weekend, holiday or after our Cut-off hour on a business day, the item is deemed to have been received on our next business day. You agree that our count of the coins and currency in your deposit shall be conclusive as to the amount. We will make any necessary adjustments to your account for any discrepancies and notify you. Our business days and cut-off hours are posted at our offices (except for certain Automated Teller Machines which may be unique) and are subject to change from time to time at our discretion. We reserve the right to make adjustments to your account, in our sole discretion, for computation or other errors to your account. 4. COLLECTION OF ITEMS. In receiving items for deposit or collection, we act as your collection agent and assume no responsibility beyond the exercise of due care. Special instructions for handling an item are effective only if made in writing and given to us along with the item in question, We will not be liable for default or negligence of our correspondents or for loss in transit, and each correspondent will only be liable for its own negligence. You are responsible for reconstruction and proof of loss of any cash items included in deposits which are lost or stolen in transit before we have received and accepted the deposit. Items and their proceeds may be handled in accordance with applicable Federal Reserve and Clearing House rules. All items are credited subject to final payment and our receipt of proceeds. Without prior notice to you, we may charge back any item at any time before final payment, whether returned or not, and we may also charge back any item drawn on us if, within the normal handling period for such item, the item cannot be honored against the drawer's account. We are authorized to pursue collection of previously dishonored items, and in so doing we may permit the payor bank to hold an item beyond the midnight deadline, S. CHECKS AND OTHER WITHDRAWALS. We may refuse to pay or may impose a special fee for any check or other item drawn against your account or used to withdraw funds from your account if it is not on a form we have approved. We also reserve the right to refuse to pay or impose a special fee for any check or other item drawn against your account or used to withdraw funds from your account if the transaction is made in a manner not specifically authorized for your account, if made more frequently or in a greater number than specifically permitted for your account, or if made in an amount less than the minimum withdrawal or transfer specifically permitted for your account. We may pay checks or other items drawn upon your account (including those payable to us) in any order we determine, even if paying a particular check or item results in an insufficient balance in your account to pay one or more other items that otherwise could have been paid out of your account. Unless prohibited by applicable law, you agree that the Bank may impose a fee on the payee or other holder of a check 0( other item drawn against your account that is presented for payment over the counter at the Ba someone wants to cash one of your checks at a Bank office) rather than being deposits account at another institution and presented for payment through the check collection Sys 6. AUTHORIZED SIGNATURES. The signatures appearing on the Signature Card authorized signatures for your account. For the payment of funds and for other p relating to any account you have with us, we are authorized to recognize an au signature, but we will not be liable to you for refusing to honor your checks or other instructions if we believe in good faith that the signature appearing on such chi instructions is not genuine. When your account is established, you may indicate your de: more than one authorized signature appear on a check or other item drawn against the , by designating a desired number of signatures on the Signature Card or in a separate authorization. However, such a designation is solely for your Convenience and internal purposes. In the absence of our specific written agreement to the contrary, we may ho check or other item drawn against your account as long as it contains at least one aul signature. 7. FACSIMILE SIGNATURES. If any checks, drafts, notes, or other negotiable instrume signed and endorsed in writing, by rubber stamp or otherwise, with or without a designs the party making such signature or endorsement, we may pay and charge your accc payments, checks, drafts, notes or other orders for payment bearing or purporting to b facsimile signature of any person or persons required to sign when the signatures reserr facsimile specimen designated, regardless of by whom or by what means the actual or pu facsimile signature may have been affixed, We are not liable for any use of a facsimile sir device. Therefore, you should maintain close control over your facsimile signature devic promptly review your statements and canceled checks to detect unauthorized use o; devices. 8. OVERDRAFTS. We may determine whether or not your account contains sufficient fr pay a check or other item at any time between the time we receive the check or other 0 our return deadline, and only one determination of the account balance is required, determination reveals insufficient available funds to pay the check or other item, you a( pay a service charge, and we are not required to honor the check or other item and may it. Alternatively, we may honor the check or other item, create an overdraft and impose a : charge for paying the overdraft. You agree to deposit sufficient funds to cover the overdr the related service charge upon notice of the overdraft and to reimburse us for any cc incur in collecting the overdraft from you including, without limitation. reasonable attorney and the costs of litigation t0 the extent permitted by law. However, the honoring of one o overdrafts does not obligate us to honor any future overdrafts, and you should not rely or honor an overdraft even if we have done so in the past. Moreover. we are not required k you prior notice on checks returned for insufficient funds. 9, OVERDRAFT CHECKING PROTECTION, If overdraft checking protection is availabl you elect that option, the Bank will automatically transfer funds, sufficient to cover the amc any overdraft and service charge, to your primary checking account from any other r secondary deposit account (checking, savings, money market) you selected. Funds transferred in the next largest full dollar amount. One transfer will be made at the end business day in which an overdraft(s) occurs. You agree to pay an overdraft protection s charge for each daily transfer, as provided in the Bank's Schedule of Fees, and that Chart be deducted from your primary account. This is not an extension of credit and no transfer ; made if sufficient funds are not available in your secondary account to cover the overdr your secondary account is a Savings or money market account. transfers from such accoun preauthorized transfers and, under federal regulation, you are not permitted to make morn six preauthorized transfers (including telephone transfers) each statement period. If a ch involved and is not paid because there are not sufficient funds, you will be charged a sufficient funds fee. If a transfer activates an overdraft extension of credit arrangemer terms and conditions of that agreement apply. 10. SERVICE FEES, You agree to pay any service fees that apply to your account. Sr fees may include but are not limited to Charges for check printing, check writing, stop pay orders, notices of post-dated items, cashier's Checks, overdrafts, Automated Clearing h (ACH) entries, wire transfers, insufficient funds checks, and Cash Management Services. fees may be deducted from your account without prior notice to you. We will not be liab dishonoring checks or other withdrawal orders because of insufficient funds resulting from p deduction of fees. A schedule of our current fees is given to you when you open an accour is available at any of our branch offices, Service fees are subject to change from time to to our discretion. Notice of any changes will be sent to you at the address shown on our rec and a reasonable period of time will be given before any changes become effective. You fi, agree to reimburse us for any actual expenses we incur to execute. cancel or amend any transfer payment order, or perform any related act at your request. 11. AUTOMATED PROCESSING OF ITEMS. If you elect to have your bank documents pr by a vendor that has not been approved by the bank, you will be doing so at your own risk shall not be liable for processing errors or delays due to printing inaccuracies or faulty mag ink encoding of critical data, We have adopted automated collection and payment procedurf that we can process the greatest volume of items at the lowest possible cost to all custon These automated procedures involve high-speed automated check processing machines read information encoded onto each item in magnetic ink. In recognition of this fact, you a that in paying or taking an item for collection, we may disregard all information on the item ( than the drawer's signature, the identity of the drawee bank, the amount of the item, and other information encoded onto the item in magnetic ink according to general banking stand, whether or not that information is Consistent with other information c-m the item. For instance may rely on the amount of a check as encoded by another institution in magnetic ink, even it encoded amount is greater than the face amount of the check or exceeds the maximum am for which the check is valid as stated in a legend on the check. You agree to reimburse w any loss or expense (including, without limitation. reasonable attorneys' fees and the cost of nnnn 67AIQA rfinlnkn RP, litigabon) we incur because you issue or deposit an item containing such extra information. Furthermore, you agree that we do not fail to exercise ordinary care in paying an item solely because our procedures do not provide for the sight examination of items with a face amount below an amount we specify from time to time 12. STATEMENTS. Your statement will be mailed monthly, quarterly or annually, depending on the types of accounts and services you have with us, and will include the interest rate and effective yield for the interest payment(s) included in that statement. We will mail your statements to the address we have for you in our records. You agree that we may change this address based on information provided to us by the U.S. Postal Service. We will have no liability to you for changing your address based on such information, even if the information provided by the U,S. Postal Service is in error. If any statement is returned to us because of an incorrect address, we may stop sending statements to you. You should carefully examine the statement and canceled checks when you receive them, If you feel there is an error on the statement, or that some unauthorized person has withdrawn funds from the account, notify us immediately. The statement is considered correct unless you notify us promptly after any error is discovered. Moreover, because you are in the best position to discover an unauthorized signature, an unauthorized endorsement or a material alteration, you agree that we will not be liable for paying such items if (a) you did not exercise reasonable rare in examining the statement and canceled checks or (b) you have not reported an unauthorized signature, an unauthorized endorsement or material alterations to us within 60 days of the mailing date of the earliest statement describing these items, or (c) these items were forged or altered so cleverly (as by unauthorized use of a facsimile machine, photocopy machine or otherwise) that an unauthorized signature, an unauthorized endorsement or material alteration could not be detected by a reasonable person. If you have elected not to receive copies of canceled checks with your statements, the canceled checks or legible copies will be provided to you within a reasonable time after your written request that sufficiently identifies the checks requested, You agree to pay the applicable service charge for retrieving and copying the requested checks, 13. STOPPING PAYMENT. You may ask us to stop payment of checks drawn on your Commercial Checking, Business Checking, Non -Profit Checking, Commercial Interest Checking, Commercial Money Market Checking, Commercial Money Market Investment, and Client Fund Manager accounts, You must tell us the exact amount of the check, check number, date of check, payee and the full account number on which it is drawn for us to be able to enter a stop payment. If the information you give us is not correct or if you do not give us other reasonable information requested about the check, we will not be responsible if we are not able to effect the stop payment. If you generate your checks by computer, or in any other manner which does not produce a MICR -encoded check number on the check, First Union will be unable to guarantee that your stop payment will be honored You therefore agree to hold First Union harmless should First Union be unable to honor a stop payment order which you have timely and correctly placed on your check with no MICR -encoded check number. We are entitled to a reasonable period of time within which to notify our employees after you give us a stop payment order. If we re -credit your account after paying a check over a valid and timely stop payment order. you agree to transfer to us all of your rights against the payee or other holder of the check. and to assist us in any legal action taken against that person later on. A release or cancellation of a stop payment order may be given by a person who is authorized to draw checks against the account. Stop payment orders on cashier's checks certified checks or money orders are not permitted. Stop payment orders (both oral and written) are valid for the length of time you request, but in all events, for a minimum of six months unless renewed by you for an additional six months or specified length of time. We will send you a written confirmation of your stop payment order, noting the period of time it will be effective (not applicable to Florida customers). The fee for stopping payment varies with the length of the stop payment order. You may extend a stop payment order by calling or writing us prior to the expiration of the existing stop payment order. An additional fee may apply for the extended period. 14. SETOFF AND SECURITY INTEREST. Any pledge or assignment of CDs and other accounts for security purposes remains subject to our right of setoff and security interest. If you ever owe us money as a borrower, guarantor, judgment debtor or otherwise, including any obligation owed to a financial institution acquired by us. and it becomes due. we have the right under the law (called "setoff") and under this agreement (by which you grant us a security interest in your certificates of deposit and other deposit accounts) to use the money from your account to pay the debt. We may use the money to pay the debt even if the withdrawal results in an interest penalty or the dishonor of checks. In the case of a partnership or joint account, each partner or joint owner agrees that we may use the money in their individual accounts to satisfy any one of their individual obligations. We may use the money if (a) you are a joint owner of the account and (b) you are not indebted to us and (c) the debt is owed to us by another joint owner. Similarly, each partner or joint owner agrees that we may use the money in their individual accounts to satisfy obligations in the joint account or partnership account, The security interest granted by this Agreement is consensual and is in addition to our right of setoff. 15. NOTICES. Any notice we send you will be considered effective when it is deposited in the U.S. Mail to the most recent address reflected in our records. Notice from you will be considered effective when we receive it at our designated address. 16. CLOSING YOUR ACCOUNT, If you close your Commercial Interest Checking, Commercial Money Market Checking, Commercial Money Market Investment, Client Fund Manager or Commercial Savings Account during the calendar month, you may lose the interest that has accumulated since the last time interest was added to your account. Before you close your Master account, you must transfer any balances remaining in your Client accounts to the Master account. You will pay an interest penalty if you make withdrawals from or redeem a Certificate of Deposit early, as explained hereafter. We have the right to close your Commercial Checking, Business Checking, Non -Profit Checking, Commercial Interest Checking, Commercial Market Checking, Commercial Money Market Investment, Client Fund Manager and Con Savings accounts at any time without advance notice. The closing of your account (whi you or by us) does not release you from any fees or other obligations incurred bel closure, those you incur in the process of closing out your account, or for your list outstanding items. 17. REPORTING INFORMATION, We have the right to report information about your to any credit reporting agency or to anyone to whom you give us as a reference, Firs shares customer transaction and experience informabon with affiliates within Firsl Corporation (e.g. First Union National Bank, First Union Brokerage Services, Inc., Firs Mortgage Corporation, etc.) through a central information system, First Union will n allowed by the Fair Credit Reporting Act to share any other customer information amoi Union affiliates. First Union will never share this "other information' with any non-affnliat party for any reason other than those already stated in your account agreement. Sharing of "other information" among First Union affiliates can be used to improve our s to you. However, you may opt out of such sharing between First Union affiliates. In ordt so send your name, address (as it appears on your account statement), social security n or tax ID, telephone number, and account type and number to: First Union, P.O. Box 11726, Roanoke, VA 24022-1726. (Your request must be mailed in a separate envelope and should not be included in an bank correspondence.) Please note that each customer has the right to direct First Uniol share information other than transaction or experience information about them with its of Each customer, including each joint owner, may separately choose t0 ask that his Or het information" not be shared among First Union affiliates. Customers who request that information" not be shared may do so only for themselves, and may not do so for anyon including joint account owners. We will process any request received as quickly as possib authorize us to tell payees of items drawn against your account whether sufficient funds a available. 18. ABANDONED ACCOUNTS, If you fad to notify us in writing of your current mailing al fail to use your account or fail to notify us concerning your account, your account and di may be presumed abandoned after a certain period of time. Dormant accounts may be sut reasonable service charges similar to those imposed on active accounts, and these t charges may be imposed on accounts presumed to be abandoned. Accounts whi( presumed to be abandoned will be subject to escheat in accordance with the laws of IN where your account is opened. 19. ENDORSEMENTS AND THE BACK OF CHECKS. If you issue a Check that con carbon band, printing, endorsements or other material on the back of the check outside area extending 1 1/2 inches from the trailing edge of the check, that material could also in with endorsements by banks and cause delays in returning the check Similarly, if you or, endorser signs, stamps or affixes an endorsement to a check for deposit which is outside area extending 1 112 inches from the trailing edge of a check, that material could also iw with endorsements by banks and cause delays in returning the check. Therefore. you ag indemnify and hold us harmless from any and all claims, loss, Costs and expenses (incli without limitation, reasonable attorneys' fees and the costs of litigation) that we may incu result of the late return of a check caused by a carbon band, printing, endorsements or material on the back of any check drawn on or deposited to your account that extend outsil area extending 1 1/2 inches from the trailing edge of the check, The trailing edge is defir the left side of the check when viewing it from the front. 20. STALE, POST-DATED AND TIME -DATED ITEMS. We maintain the option either to to dishonor any stale check (i.e.. a check that is more than six months old) upon presental us. It is not recommended that you issue a post-dated check (i,e„ a check bearing a dot( than the actual calendar date) as a means of withdrawal. Our high-speed automated processing equipment cannot detect post-dated checks. Therefore, you agree that we w be liable to you for charging your account before the indicated date on a properly payab post-dated check. Similarly, our check processing equipment is unable to detect time. checks 0.e„ checks stating that they are not valid after a certain date or beyond a certain f of time). As a result, you agree that we will not be liable to you for charging your account the date or period stated on an otherwise property payable time -dated check. 21. NIGHT DEPOSITORY SERVICES, If you wish to use our night depository service; acceptance by us of an authorized night deposit bag and its contents, and your selection use of such a bag, are subject to the following terms and conditions: A. You shall indicate by signing a Night Deposit Agreement that you will use hold bag; the Bank will not process the deposit(s) until one of your authorized agents has sign the bag(s). The bag(s) will only be released to an authorized agent that has signed the Deposit Agreement, If bags other than hold bags are used, a Night Deposit Agreemef not be required. B. You may deliver and pick up the bag by armored courier, or by courier designee. or b, other agent or employee_ All such couriers or courier designees shall be deemed to be agents, C. The bag at time of delivery to us shall contain a deposit ticket accurately describing cash, checks andfor other items contained in the bag and containing your name ant number of the account to which we are to make the deposit, and it shall be securely sei We reserve the right, in our sole discretion, to refuse to accept the bag or process deposit if the bag appears torn or tampered with in any way. We will give you notice o refusal to process the bag. We shall not be deemed to have possession of the bag or contents, if we have refused to accept or process niimimnt in the nreredino sentence, ar shall have no liability to you if we refuse to process the bag. D. You may deliver the bag into our night depository facility at any hour of the day or night, whether or not we are open for business. You will have received and acknowledged receipt of a key which opens such night depository facility, which key belongs to us and shall be returned to us upon termination of your right to use the night depository facility or upon our demand. You may not permit any other person or entity to use any .key entrusted to you or allow any other person or entity to make use of our night depository facility with any such key. We shall remove bags from the night depository facilities at least once a day on each day we are open for business. The Bank employee removing the bag or other Bank employee shall open the bag and process the contents in accordance with paragraph E. We may withdraw any night depository facility from use at any time without notice. E. You hereby direct us to open the bag and deposit the contents to your designated account with us. We shall process the contents of the bag in accordance with our normal processing procedures. We will notify you upon discovery of any discrepancy or missing documentation. Our count of the coins and currency contents of the bag shall be conclusive as to the amount it contains, We will conditionally credit all checks and other items contained in the bag as shown on the deposit ticket subject to later verification and final settlement. Notwithstanding the foregoing, we shall not be liable for opening or not opening the bag. F. You agree that nothing will be placed in the bags except money, checks and other like negotiable items ("Property') and no Property will be placed in the chute to the night depository facility unless enclosed in a properly sealed or locked bag. The use of the night depository facility shall be at your sole risk. You agree that neither we nor any of our agents shall be responsible for any loss or damage sustained by you in the use of the night depository facility which results from a mechanical defect of the facility, from an act of God, from the inability of the user to property operate the facility, or from acts of vandalism or malicious mischief unless loss or damage is caused by our gross negligence or intentional misconduct. G. Prior to the receipt and acceptance of the contents of the bag by us as a deposit, the relationship between you and us as to all Property placed in the night depository facility shall be that of bailor and bailee of such Property, and we shall be liable to you. not as an insurer of said Property, but only for that degree of care required of gratuitous bailee having the custody of the Property of others. No debtor/creditor relationship shall exist between us with respect to any cash, check or other items contained in the bag until we shall have received and accepted the contents of the bag as a deposit. credited the amount of your account, and, in the case of non -cash items, when we have finally collected the check or item. We shall not be liable to you except for our own lack of good faith or failure to exercise ordinary care with regard to any matters covered by Article 4 of the Uniform Commercial code, and for our gross negligence and wilful misconduct with regard to any other matters. We shall not be liable for any act performed by us, nor any claims, expenses. damages or losses arising therefrom, if such act is performed by us pursuant to instructions. written or oral. which we reasonably and in good faith believe to be yours. In no event shall we be liable for indirect, consequential or exemplary damages, even if we have been advised of such possibility. H. The right to use the bag may be terminated by us on seventy-two (72) hours notice given orally to you or your agents, or by written notice mailed to your last address shown on our books. We reserve the right to assess a fee for the use of Bank's Night Depository Services. Such fee will be in keeping with Bank policy and disclosed on the Commercial Accounts Schedule of Fees available at any branch office. 22. COURIER BAG RETRIEVAL AND DELIVERY. If you elect to have any Bag retrieved and delivered by a third party whom you have authorized to do so under the terms of this Agreement, but is acting as your third party agent, Bank shall not be authority of the person(s) or entity purporting to be your agent. You agree that notwithstanding anything to the contrary contained in this Agreement or elsewhere, you shall indemnify, defend. and hold harmless Bank and each of its affiliates, directors, officers, employees, attorneys, and agents (to the fullest extent permitted by law) from and against any and all claims, demands, lawsuits, costs expenses, fees, fines, obligations, liabilities, losses, damages, recoveries, and deficiencies, including interest, penalties and reasonable attorneys' fees and costs, whether direct, indirect, consequential, incidental or at any time asserted that Bank may incur or suffer or that may arise out of, result from or relate to your third party agent or any person or entity purporting to be your third parry agent retrieving. delivering and/or taking custody of any Bag. 23. CASH MANAGEMENT. If you wish to use our Cash Management Services, your selection and use of our provisions of these Services are subject to the following terms and conditions: The Services are more fully described in the Automated Clearing House Terms and Conditions and separate Service Descriptions) provided by us, both initially and at any time hereafter. You agree that if any terms and conditions of the Service Description(s) conflict with the terms of this Agreement, the terms and conditions of the Service Description(s) shall govern. We may Change our operational procedures without amending this Agreement, upon notice to you. Documentation. We, in our sole discretion, will determine the adequacy of the documents and instruments and may delay the implementation of the Services prior to the receipt of adequate documents and instruments. You will promptly notify our Cash Management Department in writing of any actual changes underlying or represented in the documentation, and will promptly execute and deliver new documentation as may be required by us. We shall not be liable for any actions taken by us in reliance upon such new documentation until actual notice is received by us in sufficient time for us to act thereon. We reserve the right periodically to request, and you agree to provide upon our request. financial statements and other information we may feel are appropriate in consideration of various Cash Management or other depository services you ask us to provide or continue providing to you. Subsidiaries. If you are executing this agreement on behalf of separate corporate ei subsidiaries as well as on your own behalf, you hereby represent and warrant to us have received proper authorization or powers of attorney from each of such ; corporate entities or subsidiaries and that you have full power and authority to bi entities to the terms of this Agreement. Termination, Either party may terminate the services by giving the other party at let (30) days prior written notice, However, we may terminate all services immediately shall be entitled to any remedy available to us at law or equity if (1) you fail to m; payment to us when due, or (2) you should seek protection under any law for the pr of those unable to pay their debts or should any action In bankruptcy be filed by or you or (3) any failure or default you have under obligation, In the event of termini whatever reason, all sums and fees owed by you to us shall be immediately c payable. Indemnification; Limitation of Liability. You agree to indemnify and hold us harmlr officers, employees and agents from any and all losses or claims of any kind at connection with the Services provided under this Agreement, except losses or claims out of negligence or wilful misconduct of the Bank or its employees. You further a indemnify and hold us harmless, our officers, employees and agents from any and all or claims of any kind arising out of actions taken or omitted in good faith by us in f upon instructions from you. We shall not be responsible for any other entity's (not un direct control) acts or omissions, including, without limitation, any Federal Reserve E transmission or communication facility. Even if liability is established for actual dams no event shall we or you be liable, to one another, for special, consequential or f damages arising out of or in connection with the fumishing, performance or use Services provided for under this Agreement, even if we or you have been advised possibility of such damages. The limitations and exclusions in this paragraph shall a all claims of every kind, nature and description whether arising from breach of cc breach of warranty, negligence or other tort, and shall survive the termination Agreement. Disbursement Fraud Detection Services. You acknowledge that we have develop made available to you several Services designed to reduce the likelihood that a fraui unauthorized or altered check or other item will be paid. You also acknowledge that fa utilize those Services could substantially increase the likelihood that a fraut unauthorized or altered check or other item will ultimately be paid out of your account. 24, TIME DEPOSITS. Time deposits may be issued either in the form of a Certific Deposit, passbook, or a time deposit for which no certificate is issued, On the initial r subsequent maturity date. you may present your properly endorsed Certificate (for aci where Certificates were issued), your passbook, or sign a receipt form (for accounts w certificate issued) at any branch office and you will be paid the amount due. Redemption. We may redeem the Time Deposit on the initial or any subsequent m date, and may accelerate maturity if you default in the payment of money owed applying the redemption proceeds against such obligations. Interest Calculation. We use the daily balance method to calculate interest on account. This method applies a daily periodic rate to the ledger balance in your ac each day and to any interest you've earned that has not been credited to your account daily rate interest is compounded at the frequency indicated on the Rate Disci provided, from the opening date. Interest is paid from the date of deposit through th prior to the maturity date. and begins to accrue on the business day you deposit non items. The APY assumes that interest will remain on deposit for the term of the accou withdrawal of interest will reduce earnings. The daily rate is 11365 (or 1/366 in a leap ye the interest rate. Interest Rates. The interest rate for your deposit is established based upon the amot deposit and the term you select, and is fixed for the term of the account. Receiving Interest. You may choose to have interest automatically reinvested, paid First Union checking, savings, or money market account or paid to you by check. Int payments can be made monthly. quarterly, semi-annually, or annually depending on the of the time deposit. For terms from three months to one year, we also offer the optic having interest paid at maturity. Interest payments can be made only at maturity for deposits with terms shorter than three months. If you elect to have your interest reinve your interest is credited to your account monthly. Automatically Renewable Time Deposits. If "Automatically Renewable" is indicate Your account opening documents, the following terms apply, Grace Period. For accounts with a maturity of 7 through 31 days, you have calendar day after the maturity date to withdraw funds without penally. For all c accounts, you have 7 days after the maturity date to withdraw funds without pen This time period is known as a grace period. Automatic Renewal. Unless your account is closed on the initial or any subseq maturity date or within the grace period, this time deposit account will automaticalt extended for a time period equal to the initial term beginning at the initial maturity dal at each subsequent maturity date. The interest rate for each renewal term will be currently offered rate in effect on the maturity date for the term just ended, Withdrawal of Principal. If any principal is withdrawn within the grace period and reinvested in any First Union account, interest will be paid through the grace perm( the amount withdrawn at the interest rate in effect for the term just ended, Howe interest will not be paid for the days in the grace period if any of the principal is withdr and not reinvested at First Union. Withdrawal of Interest. Interest earned during the initial or subsequent term may be withdrawn without penalty on the maturity date or within the grace period after the term when earned. Additional Deposits. Additional deposits are not permitted during the term of your account. Interest Added to Principal. If the interest earned during the initial or subsequent term is not withdrawn on the maturity date or within the grace period after the term when earned, it will be added to and made part of the principal amount. Partial Withdrawals. You are permitted to make partial withdrawals, $500 minimum, during the initial or any subsequent renewal term of your account, as long as the minimum amount required to open an account of that type remains on deposit. The partial withdrawal will be subject to early withdrawal penalties and fees. Early Withdrawal Penalties. If you make withdrawals from or close your time deposit account before the maturity date, you will be subject to an early withdrawal fee, and a penalty as outlined below: 1. If any of the deposit is withdrawn before the initial or any subsequent maturity date, a penalty as shown below will be imposed on the amount withdrawn: Maturity Term Early Withdrawal Penalty 7 days thru 90 days All interest that would have be earned in the maturity period. Florida Greater of: 30 days simple interest or all interest earned 91 days thru 364 days Amount equal to 90 days' simple interest. 365 days and greater Amount equal to 180 days' simple interest, 2. Withdrawals from time deposit accounts will be permitted before maturity without an interest penalty as outlined in the previous paragraph 1 in the following circumstances: (i) where requested. upon the death of any account owner; or (ii) where requested, when the account owner is determined to be legally incompetent by a court or other administrative body of competent jurisdiction, or (6) where a bank pays that portion of the account on which federal deposit insurance has been lost as the result of a merger of two or more federally insured banks in which the depositor previously maintained separate time deposit accounts, for a period of 1 year after the date of the merger. 25. INTEREST INFORMATION. Interest on Commercial Money Market Investment. Commercial Money Market Checking, Commercial Interest Checking, Client Fund Manager and Commercial Savings accounts will be compounded and credited as determined by the Bank. Please refer to the Commercial Accounts Schedule of Fees for details on interest compounding and payment methods. Interest rates for the above accounts vary from time to time, and the current interest rates are available in our branch offices. Your statement will also include the interest rate and the effective annual percentage yield earned for that statement period 26. COMMERCIAL MONEY MARKET INVESTMENT. You will earn our current Commercial Money Market Investment interest rate if you maintain a daily collected balance of the minimum amount. Please refer to your Commercial Accounts Schedule of Fees to confirm threshold balances for earning higher rates of interest. 27. INTERNAL MONEY MANAGEMENT ACCOUNTING. For regulatory and accounting purposes. your checking account will consist of two 'sub -accounts" on our books: 1) either a non -interest -bearing (demand) account or an interest-bearng (NOW)sub-account, and 2) a money market sub -account. These sub -accounts are treated as a single account for statements and daily use of your account. Interest is not earned on either sub -account for non -interest - bearing checking accounts. On interest -bearing checking accounts, the same interest rate may be paid on both sub -accounts, and your periodic statement will reflect a single blended annual percentage yield (APY) earned. Whenever your checking sub -account balance exceeds a threshold amount (which we may set and change at our discretion). we may transfer funds above that amount to the money market sub -account. As these funds are needed to pay items presented against your checking account, we will transfer funds from the money market sub -account to the checking sub -account, up to six times per statement month. If a sixth transfer is needed, the entire balance in the money market sub -account will be transferred into the checking sub -account. This process may be repeated each statement month. This accounting process has no effect on the daily use of your account, on how checks are paid, or on how account activity appears on your periodic account statement. 28. POLICY FOR PAYMENT OF INTEREST ON COLLECTED BALANCES. Interest begins to accrue on interest bearing deposit accounts no later than the business day we receive credit for the deposit of non -cash items deposited to your account, We receive credit for checks drawn on other financial institutions based on the availability schedule established by the applicable branch of the Federal Reserve Bank and other correspondent banks. The balance in interest bearing deposit accounts for which we have received credit is called the collected balance. Interest is paid on the collected balance less reserves, if applicable, we have on deposit with the Federal Reserve Bank, 29. COMMERCIAL SAVINGS. Your balance(s) will earn interest at our current Commercial Savings interest rate. Please refer to your Commercial Accounts Schedule of Fees to confirm tiers for earning higher rates of interest (may not be applicable In all states). 30. ACCOUNT LIMITATIONS. We are required under federal regulation to retain the night to ask for seven days' written notice before you withdraw money from the following accounts: Commercial Interest Checking, Commercial Money Markel Checking, Commercial Moro Investment, Client Fund Manager and Commercial Savings accounts. Unless yo different instructions from us, you can make withdrawals by writing a check on the i account, except on Commercial Savings accounts. 31. COMMERCIAL MONEY MARKET INVESTMENT ACCOUNT LIMITATIONS. make unlimited withdrawals in person from your Commercial Money Market Investment however, by federal regulation, you are not permitted to make more than six prea transfers (including telephone transfers, automatic transfers, overdraft transfers. and made by personal computer) each statement period. No more than three of the transfer made by draft or check to a third party. If this limitation is exceeded on a regular basi required to convert your account to another account that permits unlimited chec privileges. A fee will be imposed for items posted during a statement period in excess o (see the Commercial Accounts Schedule of Fees for the amount of the fee), We will c the number of third party checks for your statement period based on the posted date of party checks. 32. COMMERCIAL SAVINGS ACCOUNT LIMITATIONS. You may make unlimited wil in person from your Commercial Savings Account; however, under federal regulation; not permitted to make more than six preauthorized transfers (including telephone ' automatic transfers, overdraft transfers, and transfers made by personal computer) a per month.- If this limitation is exceeded on a regular basis, we are required to close your and to open another account that permits unlimited check writing privileges. Wilhdra only be made by those persons authorized by previously submitted resolutions. 33. CLIENT FUND MANAGER, Your Master account is a non interest bearing Cc Checking account established in your name to link it to related Client accounts. We acting as escrow agent or in any other fiduciary capacity with respect to your Master ac Client accounts, Each Client account will be a separate interest bearing Commerw Market Investment Account or non interest bearing Business Checking Account opens in the name of a party or parties to be designated by you at the time these accounts are You are required to provide us with the name and taxpayer identification number of the whose name the Client account is being opened, Each deposit must be accompan deposit ticket which indicates your Client's name and account number. You author, accept deposits for credit to Client accounts as designated by you. Withdrawals from account can only be made by first transferring funds to the Master account. 34. TRANSFER OF ACCOUNTS, Commercial Savings accounts and CDs are ass however, you must obtain our prior written consent before making any assignme assignment will become effective until we have documented it in our records. 35. TELEPHONE ACCESS, You may access your accounts and perform many services using a touch-tone telephone and personalized access codes. Services may balance and transaction information, transfers, stop payments, interest information or matters where available. WIRE TRANSFER TERMS AND CONDITIONS It you wish to use our wire transfer service. the following terms and conditions shall g( transactions for our acceptance and processing of your payment orders. credits and requests. Unless otherwise defined below, the terms used in this Agreement shall h same meaning as set forth in Article 4A of the Uniform Commercial Code of the state i your account or relationship is maintained. except South Carolina accounts will appl Carolina Article 4A definitions and governing law. Authorization and Security Procedure. We have established rules and security pro, for you to initiate and receive funds transfers to or from your account(s) which in, requirement for you to sign a Funds Transfer Security and Authorization -Schedule "Authorization Schedule"), which is incorporated by reference and made part of this Agrc The Authorization Schedule contains the procedures ("Security Procedures") which bol will use to process payment orders initiated by you. Additional call back procedures utilized by you as described on Schedule B. which is incorporated by reference and made this Agreement upon your execution thereof You agree that those Security Procedu commercially reasonable in light of your circumstances and the type, value and frequent payment orders you will request. You also agree to keep the Security Procedures con' and not to disclose the Security Procedures to anyone except the persons whom yo authorized to make transfer requests on your behalf ("Authorized Representatives"). If any of your Authorized Representatives have reason to believe that a Security Procedu have been learned by an unauthorized person, you agree to notify the Bank immediately telephone number indicated in the Authorization Schedule, If a payment order (or request) is received by us in accordance with your Security Procedure, it shall be concl deemed authentic and we shall be entitled to rely thereon. You are responsible for the at of the initial communication of the payment order as well as the accuracy of any docume or callback of the payment order made by us. You. for yourself and each of your Autl Representatives, agree that we. in our sole discretion, may record telephone convey between us. Execution of Payment Orders. If we receive a payment order which has been according to our Security Procedures, you authorize and direct us to debit your accour listed on the Authorization Schedule and transfer the funds. We are also aulhod implement any instructions, including amendments or cancellations of prior payment t upon verification of such instructions. We are authorized to rely cn any payment order b, by us in good faith to have been given by an Authorized Representative. We may payment orders received from you and other customers in any order selected by us and otherwise instructed by you, we may use any means, intermediaries or funds transfers! Which may have operating rules governing the execution of payment orders to effect the it Ac cop In ni it v 1- A......d..... -6-11 Anrlr40 I Cut Off Times. All payment orders must be received by us before the cut-off time for funds transfers on a business day established by us from time to time. Any payment orders or related requests received after such deadlines, or on weekends, holidays for us or the bank or institution to receive the transfer, or the funds transfer system to be used, will be treated as received on our next funds transfer business day. We will make efforts to execute all payment orders received prior to the deadline. Advice of Funds Transfers. After executing each payment order, we will use our best efforts to mail to you a confirmation of such payment order at your address indicated on our records. You agree to examine the confirmation promptly upon receipt and to notify us immediately of any discrepancies between the confirmation and your records. We shall not be liable for interest compensation, unless we are notified of the discrepancy within thirty days after the date of your receipt of the confirmation or your bank statement indicating the debit for the payment order in question, whichever is earlier, You agree that your right to assert a claim against us with respect to any transaction reasonably identified on a statement shall expire within one year of your receipt of that statement, and that if you have elected not to receive a statement, such right shall expire within one year of receipt of the transaction advice which reasonably identified the transaction. Limitation of Liability and Indemnification. You expressly agree that we shall be liable to you only for our negligent performance or non-performance of the service provided pursuant to the Agreement, and that our responsibility shall be limited to the exercise of reasonable and ordinary care. We shall not be liable for any errors or delay on the part of any third party, including without limitation, third parties used by us in executing a payment order or performing a related act due to any cause other than our own failure to exercise reasonable and ordinary care, and no such third party shall be deemed to be our agent We shall not be liable for our refusal to honor any request if we in good faith are unable to satisfy ourselves that such request is valid, based upon our adherence to the Security Procedures. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EXCEPT AS MAY BE OTHERWISE PROVIDED BY LAW EVEN IF WE SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Except as may be limited by applicable law, you agree to indemnify us and hold us harmless (including the payment of reasonable attorneys' fees) against all liability to third parties arising out of or in connection with the terms and conditions of this Agreement of the services provided hereunder or otherwise pursuant to your instructions. Use of Identifying Numbers. When a payment or payment order identifies a beneficiary, beneficiary's bank or intermediary bank inconsistently by name and an identifying number such as an account number, S.W.I.F.T, address or universal identification number, payment may be made by the intermediary or beneficiary bank on the basis of the identifying number, even if the identifying number identifies a person or entity different from the named person or entity in your payment order and that your obligation to pay the payment order shall not be excused by your error, We will rely on the identifying number as proper identification of a beneficiary. Interest Compensation. In the event that we shall be liable to you for interest compensation under this Agreement or by applicable law, interest shall be calculated on the basis of the average Federal Funds rate for the period involved. You agree that we may, at our sole option, pay interest compensation as follows: (1) by lump sum payment of cash, or (2) by providing a credit to your account with us. International Payments. Orders for the transfer of U.S. Dollars shall be paid in U.S. dollars if transferred to a beneficiary located in the United States. If transferred to a beneficiary located in a foreign country, the beneficiary's bank may elect to pay the beneficiary in foreign currency at the bank's buying rate of exchange for wire transfers It is your responsibility to advise the beneficiary of this possibility. We may send any message relative to this order in explicit language, code or cipher. Foreign currency transfer orders are final when made to us, However, pursuant to the request of the originator, and, if possible, we may cancel or amend any order before the transfer is made. We shall incur no liability if we are unable, for any reason, to cancel or amend an order. Refunds of U.S. Dollar orders shall be in the U.S. Dollar amount. Refunds of foreign currency orders shall be in the amount of U.S. Dollars that can be bought for the foreign currency amount at our then current rate of exchange. The originator bears all risk of loss due to fluctuation in the rate of exchange. No transfer fee shall be refunded. ACH TERMS AND CONDITIONS If you wish to use our ACH service, the following terms and conditions shall govern all transactions arising out of this service. Services, The ACH services to be performed by us and in accordance with the rules of the National Automated Clearing House Association ("NACHA") (hereinafter the "Rules") as such Rules are amended from time to time include the transmission of electronic credit and/or debit entries (hereinafter 'Entries") initiated by you and processed through us from your demand Depository accounts with us (the "Accounts") to accounts maintained with us and at other banks and financial institutions by means of NACHA in conjunction with the Federal Reserve Bank (the "Services"), and we will act as an Originating Depository Financial Institution as defined in the Rules with respect to such Entries. Capitalized terms in this Service Description, unless otherwise defined, will have the meaning given in the adoption of Article 4A of the Uniform Commercial Code in the state in which your account or relationship is maintained, except South Carolina accounts will apply North Carolina Article 4A definitions and governing law. Services Performed, You will give us Instructions detailing the services to be performed with regard to the initiation, acceptance, rejection and transmission of Entries; transfer of funds; accounts to be utilized as Authorized Accounts; and the disposition of information regarding the Services performed. When accepted by us, your Instructions are hereby incorporated by reference as though fully set forth herein. Such Instructions may be changed from time to time by you upon notice to and acceptance by us without disturbing the validity of these Terms and Conditions. Rules and Verification of Entries, You agree we will transmit Entries by means of the I Reserve Bank in accordance with the Rules. You agree that we are not required to verif information but instead may rely that the information furnished by you is authentic, accur conforms to the Rules. Office of Foreign Assets Control (OFAC). The ACM system may not be used to p transactions in violation of OFAC sanctions. Al a minimum, illicit transactions will be bloc rejected and originators could face penalties. Prenotification, If required by the Rules, you agree to provide us with NACHA pre., prenotification information for all Entries that Company intends to initiate, within the timt prescribed in the Rules. Cancellation, Amendment and Rejection of Entries. 1. Cancellation and Amendment. You will have no right to the amendment, cancella stop payment of an Entry after its receipt by us. However, we will use reasonable eff act on such a request by you prior to transmittal to the ACH to the extent provided in Seven of the Rules, or, in the case of an Entry for transmittal to an account maintaine us ("On -Us Entry"), prior to crediting or debiting the On -Us account, but we will he liability if such amendments, cancellations or stop payments are not aff notwithstanding, timely receipt of the amendment, cancellation or stop payment reques' 2, Rejection By Bank, We will have the right to reject any Entry and may at our reject an Entry which is in excess of the collected balance in the Account(s). We will you by telephone or electronic transmission of such rejection no later than the businer such Entry would otherwise have been transmitted by us to the ACH, We will he liability to you by reason of the rejection of any Entry or the fact that such notice is not at an earlier time than that provided for herein. 3. Rejection by ACH, We reserve the right to place a limit on aggregate transfers of out of any account which might result in a negative collected balance in the account overdraft occurring in the account. In the event any Entry is rejected by the ACH fc reason whatsoever, it will be your responsibility to remake such Entry; provided, hov that we can remake any Entry where the rejection by the ACH was due to a discrepa, the Entry by us and sufficient data is available to us to permit a remake of such Entry. 4, Unauthorized ACH Transactions. If you receive an unauthorized transaction pos your account. you have until 2 o'clock PM of the banking day after the item was pos' notify us to return the item as unauthorized. We will not be able to return the item afte time without the Cooperation and agreement of the originating bank and the origin company, Any other action must be conducted between you and the originator c transaction, Retention of Information and Authorizations. You will retain and provide us, upon reque information necessary to remake any Entry for three (3) days after midnight of the Effective of an Entry. For the purposes of these Terms and Conditions, the "Effective Date" is the d[ offsetting Entry is to post to the Accounts, as slated in your Instructions, You will rate original or copy of each authorization for six (6) years after the dale of termination or revoc of such authorization. Inconsistency of Name and Account Number, You acknowledge and agree that if an describes the Beneficiary/Receiver of the Entry inconsistently by name and account nor payment of the Entry transmitted by us may be made on the basis of the account number w the identifying number identifies a person or entity different from the named Beneficiary/Rec and that your obligation to us for the amount of the Entry is not excused in such circumsent your error, Security Procedures. 1. Agreement to Security Procedures. You and we acknowledge that as part of Instructions for the Services, we have each agreed to security procedures, herein "Security Procedures". which we will each use to verify that Entries are correct and val are those of Company. You agree that such Security Procedures are Commer, Reasonable in light of your circumstances and the type, value and frequency of the Er you will initiate. 2. Security Procedures. For Electronic Data Transmission of ACH Entry file(s) to us bt and for Electronic Data Transmission of ACH files to us from you where we are retrievin( file(s), you agree to utilize security procedures provided by us and you further agree tha security provided is Commercially Reasonable data security. If our transmission sole accepts the file(s) or it successfully retrieves the file(s) based on this security and the fi are in ACH system readable format, you agree that acceptance shall occur and we process the frle(s). If you opt for tape delivery of ACH File(s), you must complete Attaehr A - Security Procedures Tape Delivery which is incorporated in these Terms and Condil by reference. 3. Confidentiality of Security Procedures. You agree to keep the Security Proced confidential and not to disclose the Security Procedures to anyone except Author Representatives, If you or any of your Authorized Representatives have reason to bel that the Security Procedures may have been learned or are known by an unauthor person, you agree to notify our Cash Management Technical Services area immediately. 4. Modification of Security Procedures. All modifications and additions to the Seo Procedures or list of Authorized Representatives must be in wriring, except if you reque: by oral instructions to delete a name of an Authorized Representative, in which event, agree to send Bank immediate written confirmation of such deletion. Returned Entries. You will use reasonable means to notify us of the receipt of a returned Entry. We will have no obligation to re -transmit a returned Entry, unless we have agreed otherwise in writing. We will credit the Account(s) for any amount received by us by reason of the return of any Entry transmitted by us for which we have previously received payment from you - On -Us Entries. Except as provided in the Rules and these Terms and Conditions, in the case of an On -Us Entry received by us for transmittal, we will credit the Beneficiary/Receivers account in the amount of such Entry on the Effective Date contained in such Entry provided the requirements of your Instructions and Security Procedures are met. If any such requirements are not met, we will use reasonable efforts to credit the Beneficiary/Receiver's account in the amount of such Entry on the next business day following such Effective Date. Provisional Payment, Payment of an Entry by the Beneficiary/Receiver's bank to the Receiver/Beneficiary will be provisional until receipt by the Beneficiary/Receiver's bank of final settlement for such Entry. You specifically acknowledge that you have received notice of such settlement rule and the fact that, if such settlement is to be received, the SeneficlarylReceiver's bank will be entitled to a refund from the Receiver/Beneficiary or the amount credited, and you will not be deemed to have paid the Receiver/Beneficiary the amount of the Entry. Collected Funds. I. Credibfu ies, If you are initiating Credit Entries, you will provide good collected hinds in the Accounts to cover any Credit Entry initiated by us no later than 2 PM on the Effective Date applicable thereto. For the purposes of these Terms and Conditions, "good collected funds" are defined as Federal Reserve funds subject to immediate withdrawal. 2. Debit Entries, If you are initiating Debit Entries, you will receive immediately available funds in the Accounts for any Debit Entry initiated by you on the Effective Date applicable thereto or the next banking day after receipt of the Debit Entry information from us, whichever is greater. You will promptly provide good collected funds into the affected Account to indemnify us if any Debit Entry is rejected after we have permitted you to withdraw good collected funds in the amount thereof or if any adjustment memorandum that relates to any such Entry is received by us. Authorization Warranty, With respect to each Entry submitted you warrant to us that: f. Authorized. Where required, the employee or other person or entity to whom such Entry pertains has authorized such Entry in writing prior to the submission thereof to us and such authorization is effective at the time of delivery or transmittal of such Entry and will so remain until acceptance of the Entry by the SeneficiarylReceivers bank; 2, Evidence. You will maintain written evidence of such authorizations in accordance with all applicable laws, rules and regulations and will furnish us with a Copy if requested by us; and 3. Accurate. The Entry is accurate, in proper form, timely and conforms to all obligations owed by you to the applicable Receiver/Beneficiary, 36. LEGAL PROCESS AGAINST ACCOUNT, If legal action such as a tax levy, attachment, garnishment, etc. Is brought against your account, we may refuse to pay out any money from your account until the dispute is resolved. If your account is attached, garnished or otherwise subject to levy by lawful legal action, we will not be liable to you for any sums we may be required to pay because of such attachment, garnishment or other levy, even if paying the money from your account leaves insufficient funds to pay a check you have written. If we incur any expenses, including without limitation, reasonable attorneys' fees, in responding to an attachment, garnishment or other levy which are not otherwise reimbursed, we may charge such expenses to your account without prior notice to you. Any garnishment or other levy against your account is subject to our right of setoff and security interest. 31. OTHER ADVERSE CLAIMS, If we receive notice of an actual of potential adverse claim to your account or the funds in your account, we may at our discretion refuse to pay out any money from your account for a reasonable period Of time after receipt of notice of the actual or potential claim. Although we reserve the right to refuse to pay out any money from your account if we have received notice of an actual or potential claim, we are not required to recognize any adverse claim unless (a) the claimant provides us with an acceptable bond indemnifying us against any and all liabilities, losses, damages, costs and expenses that we might incur in connection with payment of the adverse claim and any resulting dishonored checks or other items or (b) the claimant has obtained an order requiring us to recognize the adverse claim from a court of competent jurisdiction, 38. OISPUTES INVOLVING THE ACCOUNT. You agree to reimburse us for any loss, costs or expenses, Including, without limitation, reasonable attorneys' fees and the costs of litigation to the extent permitted by law, that we incur as a result of any dispute involving your account, and you authorize us to deduct any such loss, costs, or expenses from your account without prior notice to you. This obligation includes disputes between us involving the account and situations where we become involved in disputes between you and an authorized signor, another joint Owner, or a third party claiming an interest in the account. It also includes situations where you, an authorized signor, another joint owner, or a third party takes action with respect to the account that causes us, in good faith, to seek the advice of counsel, whether or not we actually become involved in a dispute. 39, CHANGING THIS AGREEMENT. We can change the rules for any of the accounts described in this Agreement at any time. We will notify you within a reasonable time before the Change will take effect If the change is not in your favor. However, interest rate changes are effective when posted in our branch offices and do not require prior notice. 40, CUSTOMER'S WAIVER OF NOTICE, By signing the Signature Card, you waive any notice of non-payment, dishonor or protest regarding any items credited to or charged against your deposit account. For example, it a check which you deposited is dishonored and returned to us, we are not required to notify you of the dishonor, 41. WAIVER OF RIGHTS BY THE BANK. We reserve the right to waive the enforc any of the terms of this Agreement with respect to any transaction or series of transact( such waiver will not affect our right to enforce any of our rights with respect to other cus to enforce any of our rights with respect to later transactions with you and is not su modify the terms and conditions of this Agreement. 42. INVALIDITY OF CONTRACT PROVISIONS. In the event any one or more of the F of this Agreement shall for any reason, including under any applicable statute or rule c held to be invalid, illegal or unenforceable. the remaining provisions of this Agreerr remain in full force and effect. 43, FORCE MAJEURE. You agree we shall have no responsibility or liability to you or party for failure or delay in our performance under this Agreement or for any losse causes or conditions, including, without limitation, delays and/or interruptions of busine+ acts of God, natural disasters, fire, acts of government authority, acts of public enem, hots, civil disturbances, insurrections, labor difficulties, power failure, telecommunication severe adverse weather conditions or other causes beyond our reasonable control. Th any, required for such performance under this Agreement shall be automatically extend( the period of such delay or interruption, 44. APPLICABLE LAW. These rules and regulations will be governed by the law of where your account is opened. If there is any conflict between the rules and regulat applicable federal or state law, the rules and regulations will be considered change extent necessary to comply with the law. If any provision of these rules and regul declared to be invalid, unenforceable or illegal, that part will not affect the validity of t provisions. 45. ARBITRATION OF DISPUTES. If either you or we have any unresolvable dispute concerning your account, upon demand of either of us it will be decided by binding ai under the expedited procedures of the Commercial Financial Disputes Arbitration Rule American Arbitration Association (AAA) and Title 9 of the United States Code, Am hearings will be held in the city where the dispute occurred or where mutually agreed b single arbitrator will be appointed by the AAA and will be a retired judge or anon experience or knowledge in banking transactions. The arbitrator will award the filing fee and arbitrator fees to the prevailing party, and a judgment may be entered upon the a any court of competent jurisdiction. 46. ENTIRE AGREEMENT. This Agreement and the documents to which it refers consti entire agreement and understanding and supersede all prior agreements and understa This Agreement may not be changed orally. EXTRACT FROM THE BY-LAWS OF FIRST UNION NATIONAL BANK Section 8.2 Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, notices, applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairman of the Board, the Vice Chairman of the Board, any Chairman or Vice Chairman, the President, any Vice President or Assistant Vice President, the Secretary or any Assistant Secretary, the Cashier or Treasurer or any Assistant Cashier or Assistant Treasurer, or any officer holding similar or equivalent titles to the above in any regions, divisions or functional units of the Association, or, if in connection with the exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer or Assistant Trust Officer (or equivalent titles); provided, however, that where required, any such instrument shall be attested by one of said officers other than the officer executing such instrument. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other manner and by such other officers as the Board of Directors may from time to time direct. The provisions of this Section 8.2 are supplementary to any other provision of these By-laws. I HEREBY CERTIFY THAT the foregoing is a true and complete extract from the By - Laws of First Union National Bank, a national banking association, now in full force and effect; and that the following person has been duly appointed and now holds the office designated; and that the signature set opposite their name is their genuine signature: Paul F. Vincent Vice President IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association on May 10, 2001. (�L P, lJt Assistant Secretary (SEAL],' FULNC:37023.1 X U0/1b/LUU1 10:48 kA4 110002 DATE IMLVDDim 6/18/01 hsa;v�+.r-x.•rw:arr:•<�:wrY:+cke.:.•k : .w.-...sif .. PRODUCER 704-553-0419 THIS CERTIFICATE IS ISSUED AS A MATTER DF INFORMATIOi Palmer & Cay of NC, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CENTIFICAT HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND 0 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELONI 6100 Fairview Rd, Suite 1400 COMPANIES AFFORDING COVERAGE cOMAFANY Underwritlars Lloyd's o1' London Charlotte, NC 28210 INSURED Y First Union Corporation COMPANY a A Two First Union Center COMPANY 301 5 Tryon Street, 9th Floor C COMPANY Charlotte NC 28288-1132 D ' .I• I fi v'"' ' i5' if"'1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY 1116 ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. co LTR TYPE OF INSURANCE POLICY NUMBER POUCY "MOTIVE DATE INIM/00/YY) POUOY EXPIRATION DATE (MM/DDIYYI LIMITS GENlAAL LIABILITY GINGRAL AGGREGATE S PRODUCTS - COMPIOP AGO i COMMERCIAL CENE:RAL UAISJUTY CLAIMS MADE ❑ OCCUR + PERSONAL & ADY INJURY S OWNER'S A CONTRACTOR'S PROrr ' I / I ID EACH OCCURRENCE a FIRE DAMAGE (Any om flro a Vendor-. 15 ) I( �/ I MIcD fa(Pjmv om perrom { AUTOMOmg LiamuTY ANY AUTO ALL OWNED AUT05 SCHEDULED Auras pate Of Review: C „J AcceptableBODILY Not Acceptable CAMQINkO SINGLE LIMIT { INJURY IP.r o.norl, BODILY INJURY (Por wddand HIRED AUTOS NON-OWN0 AUTOS peficienci lOW % PROPERTY oAMA6E «.y GARAGE LIABILITY ANY AUTO LAZ Slptn AUTO ONLY - EA ACCIDENT OTHER THAN AUTO ONLY: EACH ACCI n AGGREGATE p(=6 LABILITY EACH OCCURRENCE AGGREGATE UMBRELLA FORM OTHER THAN UMBRELLA FORM WOMURS COMPENSATION AND LiAnMI >;: ; : ; ,= ~L•: F ::'" :::' EMPLOYE110' LIAN TTY EL EACH ACCIDENT { THE PROPRIETOR/ INCL PARTNER5=111CUTIVE FL DISEASE - POLICY LIMIT S EL DISEASE . EA EMPLOYEE S OFFICERS ARB: SXCL q OTHER D00338800 6/01 /01 6/01 /02 BBnkeru Blanket USD 200,000,000 Rand Including In excess of: Computer Crime USD 10,000,000 DEISCR►MON OF OPERATIONSILOOATION#NENICLfd/SPECNL I IM$ City of Tamarac SHOULD ANY OF THE ABOVE DESCRIHEO POLICIES Be OANCOAM BEFORE THE SHOULD DATE TNEAEOF, THE MKIING COMPANY HALL E/ODEAVOR TO MAIL Finance Dept, Purchasing Div. 30 DAYS wmTm I{oT(C! To THE ceffnrICATE NOLDER {MMBO To THE LEFT, 7525 N.W. 88th Ave- BUT PAILUK TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR UABIUTY Tamarac, FL 33321-2401 N TM COMPANY, rrS AGENTS OR REPr@SNaTATrvES- =..., ' I ,bi '� .-.!s:..Mul�. .i�1 11 1 �a � i[ 1 •x L. .. •.•-42F:1 .,�/. moll. June 18, 2001 tiIr Best- tI1�11a.DO11t1 R t r et News �„{I�� ! 0 Produnle& t3eryiOF Pq 0.a :a: ► Inauranee Inlormelion .' 0AbouLkM, eel (� 'r3�; kill erwrifers at �.1,�yd S On On SEAARCH (II-` Member of Lloyd's of London Enler company Nome or A.M. Beal Number A.M. Best 0: 00565 NAIC 0: 15792 View a list of group members or the group's rating Best's Rating AA (Excellent)' More Search Options M .r BST l Financial Size Cate o XV ($2 billion or more) Where In the World in A.M. ONSTI *Ratings as of 61W20014:26:30 PM E.S.T. nd our locations Click for a free Best's Insurer Profile on this company, the Best's Company Report for in-depth or purchase complete analysis. &W bArt d yW tN Ratting Category (Excellent): Assigned to companies which have, on balance, excellent financial Sand us y n strength, operating performance and market profile when compared to the standards established by the A.M. Best Company. These companies, in our opinion, have a strong ability to meet their ongoing obligations to policyholders Accessing the pages est'& at ngs re ect our op nion base on a compre ensive quan tat ve an on ambest.com qualitative evaluation of a company's financial strength, operating performance an constitutes the user's market profile. These ratings are not a warranty of an insurer's current or future abilit agreement to our term" -fun; to meet its contractual obligations. (Best's Ratings are proprietary and may not b Information collected reproduced without permission from A.M. Best.) via this Web site is protected by our rtwacmYt@ment; The rating symbols "A++", "A+", "A", 'W", "B++", and "B+" Commeis or concerns are registered certification marks of the A.M. Best Company, Inc. should be directed to our cu group; 1P,moi erNl matters refer to our Best's Security Icons are awarded to Secure rated (A++, A+, A, A-, B++, B+ This displays their Excellent Contact us page- companies. special emblem rating and category (Superior, or Very Good), helping you discern industry leaders at a glance, Insurance Companie interested in placing a Best's Security Icon on their web site are required to m_c iste. online. No part of this report may be distributed in any electronic form or by any means. or stored in a database or retrie% system, without the prior written permission of the A.M. Best Company. Refer to our terms of use for additional details. 'O-: A'ttan ; Lynda Flurry COMPANY: ICI_ :'i•: I k', i:.' :i,•. I •. I,;li:�.:: ;II!, ... . I I i i I f, I:.;,:il iiii;tlij "i;l i'i•',l;l�i';'; r� DATE N DD l ' I a / rn il� I II I I L;.;Y■{{yMII M i�i' ■■ ::'I !�r1� /��M : I ii..I car e I LI";I{ .. I IIII :ninllU ..:.I m.Li„I:: •. ... .I. !I!r 'T I �:!, 1 BJUN 2001 '0 Century Boulevard " ONLY PR U R 98993 R A MA Willa ervice Center ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE yard HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Nashville TN 37214 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, (877) 945-7370 COMPANIES AFFORDING COVERAGE 24787aoz CIaMPANY St. Paul Fire 81 Marine Insurance Company /y A �17 INSURED CCMMPANY B First Union Corporation Two First Union Center COMPANY 301 South Tryon Street C Charlotte NC 28288-1132 ONPANY D :i!�iin..I I I. ' I I I il,... I. �.�;.I:rI:!:II.• .....II:� .. I ill �I•ii I. I, V,III.: • I•: i { I I i ill .•..i i . I ., , ni•I II,III ,i�� .�,". , I' I•li I , . 1 I,��,,, I. I l f II ! III I I I. I, .!., .:...I. .. IIII III � � .IIII,.. . I .... •I R h'� , . llili�ll;l I I . I .LLI:II!l�l! ., , � .. ,.i.... ! .I . I . , II ,., LI ! ...:IL. I .. ,I;I;I! THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE 'THE 'POUCY FOR PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT• TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI5 CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO AL. THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Co TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATIONLTR DATE DIM/DD/YY) DATE (MMpD/YY) LIMITS A GENERAL LIABILITY CK00605653 01-FES-2001 01-MAR-2004 E,,,,_Aaas,,ATE a 51.000,000 X COMMEROALUENEPIALLABILITY i+RODUCTS•OOAAP oP ACip $ 5.000.000 CX.MMSMA'DE a CX'.. P R &&ADVINJURY 1,000.000 OWNER'S&CONTRACTOa'SPACT EACH OCCURRENCE $ 1.000.000 FIRE DAMAgE (Any wafire S 1,000,000 Now qmmmL-.UaL:eLjtLonU AUTOMOBILE LIABIUlV nQ . MIYN,ITO of Review'ommogm COMBINED SNGL- OMIT $ date ALL OWNED AUTOS 2 BODILYINJURY SCmEDULED AuT05 Acceptable (Par person) HIRED AUTOS Not Acceptable • • ...- a DILYINJURY $ NON -OWNED AUTOS DO CIBS Belo ;� a • (Per eoodant) �bte PRWERTYDAMAOE $ OARA4Z LIASILM AUTO ONLY - EAACCIDENT $ ANY AUTO OTHER THAN AUTO CNLY ed igfi8 re EACH ACCIDENT $ AGGR OAT EXCESSUABgJTY EACH OCCURRENCE ; UMBRELLA FORM AOC�IERATE H R TH R F M WORKERS COMPENSATION AND WC LA EMPLOYERS' LIABEJTY THE PROPRIETOR/ EL EACH ACCIDENT $ PARTNER4EXECUTIVE INCL ELDISEASE-POLICY MIT $ OFFICERS ARE: OTHER DESCRIPTION OF OPERATIONSILor-A-nONWWJfICLES/SPECIAL rmus SEE ATTACHED I .III' I ! 1 I i;l::ir! •• II• , 'I I ;,'I ��: �............. � I; I I I ,I I•I ��I'�.I'i I I I I I I Ili . I;il III ,I I„II „ !!:;� ; ! i;I I; I ;.I I� II ;; I!'!!I;'!QIC•,�.I;; . ; . .� �� I I I I �, I � .•.•..I III II,II,I I: I ; I � I I � .I I I II ,! III ,I I, it i II'I„I i ''� •I:I, j I I .. . l . II I. � I ! II I n . I ..•.III:.,. i• � iilll,l�I;llill I•Illillllll+.;ll: ui:!?.-:...II:III`I!i'::il,;ii;i:a!41r:i�iflll,!i;rl'lll�.i' .'.I I!r, .'.. , .. SHOULD AMY OF INE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE IRE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL City of Tarnerec 30 Finance Dept., Purchasing DAYS WRITTEN NOTKZ TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAL SUCH NO7K9 SHALL IMPOSE NO OBLIGATION ON LIABILITY 7525 N.W. 88th Avenue Tamarac FL 33321-2401 y w THE CQMPmyAoffNTS 09 REPRESENTATIVE& APTMH p SENT RI 7,�CAy f1 I dI ill l I i ';� I l;Lit.:I II l Ili I I I I I i II Iill I II III• I I I I I II�l I; II IIIIII IEI IIllI II III:: I II: ! I;•�, II .I IIII IIIlIi II,IIP Ill II I l 'l III::II I I I I �.•:; I!�l; •"!!ilil ;Il::r;; ' •F� r 1Vasnvl119 16118101 3:47 PAGE 3/3 RightFAX 'd:Attn; Lynda Flurry COMPANY: W1 11S ;` ON: 01 11, 11! 1. P. �FH19%+?F181Y1 I 10 j!, : : ;; i;; i 11il j�;i; ISSUE DATE IMWDDIYY) i I I : i ... i 8-JUN-2001 H HILDE %fflSAN%fTZJ WJJJA"�O 0 r TWTAN80%g 0jGn%VP INV WAN D T?a T4 b 8 W; to OV ,su INSURED 98993 PRODUCER Willis Service Center 26 Century Boulevard Rrst Union Corporation Nashville TN 37214 Two first Union Center (977) 945-7378 301 South Tryon Street Charlotte NC 20299-1132 THIS IS TO CERTIFY THAT THE POUCIIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY RECIUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED On MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN is SUOUECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS MAY HAVE BEEN REDUCED BY PAID CLAIM& -TYPE OFIMSURANCENUMBERI POLICY EFFECTIVE pfyy) P EXPIRATION I V0A=M'(MW00rY:0 1-011-M I DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS REF; RFP No. 01-IIR It is agreed and understood that the City of Tamarac is included as an Additional Protected Person under General Liability as required by written contract. i I Mg.. T I'll". MR "'l-Al. M11-11, SHOULD ANY OF THE ABOVE DESOFIRIED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE 'FNERECIF, THE iswING COMPANY WILL ENDEAVOR TO MAIL City of Tamarac 3() DAYS WRITTEN NOTICE TO THE CEnTirIcATg HOLDER NAMED TO THE LEFT, Finance Dept, Purchasing BUT FAILURE TO NIAL SUCH MQT= SMALL IMPOSE No OBLIGATION On LIABILITY 7525 N.W. 88th Avenue ANY KIND UPON INK COMP IT1 AGENTS OR RLIPRESENTAnVE& Tamarac FL 33321-2401 of Moll June 291 * 8rlit GLAA1111IM la a News&Wicalione 0 Products S Service ♦ InsunwA Information S About A. M. Best SMIARCHOO Enter Company Name or A.M. beat Number 0 More Search Options 410 wkmethe Kdom rld Is.2 OTT "at d you thl Send usyour dillirtments Accessing the pages on ambest.com constitutes the user's agreement to our torma.QLm; Information collected via this Web site is protected by our prtym3u1aWmsn1; Comments or concerns should be directed tc our customer service grroupser ier matte our q_Qgt 15t.0 page. CO 'AL-3 a75 T're- T Mrin',i'F ur� anc Member of St Paul Companies A.M. Best #: 85306 View a list of groom members or the group's rating Best's Rating tit BEST A+ (Superior)" Financial Size Category XV ($2 Billion or more) 'Ratings as of 6(18/2001 4:46:33 PM E.S.T. Click for a free Best's Insurer Profile on this company, or purchase the complete Best's Company Report for in-depth analysis. Rating Category (Superior): Assigned to companies which have, on balance, superior financial strengti operating performance and market profile when compared to the standards established by the A.M. Best Companj These companies, in our opinion, have a very strong ability to meet their ongoing obligations to policyholders. Best's Ratings reflect our opinion based on a comprehensive quantitative an qualitative evaluation of a company's financial strength, operating performance an market profile. These ratings are not a warranty of an insurer's current or future abilit to meet its contractual obligations. (Best's Ratings are proprietary and may not b reproduced without permission from A.M. Best.) The rating symbols "A++", "A+" "A,. "A « "g++«, and "B+" are registered certification marks of the A.M. Best Company, Inc. Best's Security Icons are awarded to Secure rated (A++, A+, A, A-, B++, B+ companies. This special emblem displays their rating and category (Superior, Excellent or Very Good), helping you discern industry leaders at a glance. Insurance Companie interested in placing a Best's Security Icon on their web site are required to registe online. No part of this report may be distributed in any electronle form or by any means, or stored in a database or retde% system, without the prior written permission of the A.M. Best Company. Refer to our terms of for additional details. OCT-02-01 15s81 FROM -CORPORATE RISK MCMT I13:704 383 8554 PACE 2/ ... ,,tik»A �.• CERTlfKwY�BryIM6i(R PROWI{ t TUti CiRUWAITE 1i V==AS ANATWR OF MIFCRMAUM t1R.YAMp 00MFERS MARSH USA INC. No Rmwm upm YID dRar=119 MOLUM OTNa Too TNom ►IIO"m N T11E 100 N TRYON STREET, SUITE 3200 POUCY IM CgWU'I &lg DW& Marc ANANO, EXWW OR AL710t THE CGMiRAN CHARLOTTE. NC 28= AFRIloM1 w 7m pft"x'xm wD umkm. CA NO"ESIOENT Soa 2M ie� WQCtD1IrG AYE cawpmy A PACIFIG EMPLOYERS INSURANCE COMPANY N$UKD O Ary FIRST UNION CORPORATION a 7M FIRST UNION CENTER-T4 coup ' 301 30UTH TRYON STREET CHARLOTTE, NC 2028909W G ODMPANY D «a . TH18 IS TO G�7riY 7w Pa.lam d• INft*"K* OeWORM HEWN HAW SIM 19KM TO " OASARD NAMED 1Aii6M! FOR THE POL PMOD WDICa M moTwTHWANDING ANY REM MEPAMr. TMM Ot CCNOMCN 17 ANY ooNTRIIMr OR OTHER DQCLM FNr VMTFI I r T0%WCH THR CRZWCATZ MAY W lgMW AR MAY PERTA K THE INRJk* W AFFORDW SYTHM P0UG=0ffKNMffDHRRSN 998MXCTTO ALUM TERM d' aucH PDUCI6M UmTSaaw MAX HAVE l RWKXW BY P/1D C.MM . OR TYPE CIFs RAMtE PQUCYRIIIIMiR rM Yy) RATEMM D/ ) tMFM aHlM:I a cherry cEiNEM AfifiRGGATx S aROWCTS• O[MIPW AW $ colAAtrxtaALRAi, UAi}IiIY CLAIMSMAW11 ctxxom PERGO" LAOVINJAIY s OOruCa S taMA9t"diQWrRA[.7atSPRar FM DAMAW(*ny" 3 MGO � me L1aORr(Y CaNINlA BNCtLE LMMIT S ANY MOO somyIN1iRY p-P—) S ILL OAWED AUKS SCHED I GDAUTOS IIto6LY1NJ.IRy Tw HMZEU AUTOS NCN.dM6D AUTCIS PROPERTY DANA G f CARACE LIAM&= A',lTAONLY.EAACCMYsM S OTHERTHAMA11roONl r. ANY AUTO AW ARM= S as 5�EACH 00CURFMINCIF $ AEG M S UM�LLAPCRAI QTHM THA UMBRELLA R RM A {RPLpTER✓PLNIA<fIY 1 S A ML STOP GAP)N0,OKVW%WViA i101 Y O7AT /m X LL EACH AAODWr S . 7m PARTIICRSEx6ainV6 CMCoitSiAAM GKCL F C,43143401. MA,VA A" 0�01107 RL DWAlff-PM LY LIWr 3 Smow EL DMASE-ePO4WWPLOYRR S 60Q0R10 DrA roM OF aPERAT1aM>SIt QGA7ICM s WS MAX N SOWCTM 510=01t s► RE: RFP 01-11R r�sA.' ii rw..:..:a:v.....waa '1 uM+vnv.a: h'�rrr �wN:•�'�-�i7 iRX1AfE•.w./+M..� Mip1Rp AMr QR T3� Pou(768IA:OiCSMD R#NI s/ dMCe.lflo Bw9+alaN IIIE C�wwngNn��F. 1:NEC=. THE � APPORM O OOYMIIAW MLL WVVW R TO MOM... = b%Vg IA W"IN NlMW To THE CITY OF TAMARAC FINANCE I)EPT., PURCHASING DIVISION 7=N.W.SMAVE. QpvmA w Nmom NMED /Ei16Tlt OR FAMMU TO MML VJ04 NbIW YW.L *VOW NO 9MIJ MUM KR waanraPAMrMnoLPMT SWWRRAProMalMOMWAMfmACM301ftEW3 WK$ TAMARAC, FL 33,i 1 2401 WOW 8ua� Slyron � � - TR11057 EXHIBIT 2 Temp. Reso. #9919 September 24, 2002 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2002-289 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE A SUPPLEMENTAL AGREEMENT TO THE EXISTING AGREEMENT BETWEEN THE CITY OF TAMARAC AND FIRST UNION NATIONAL BANK AS AUTHORIZED BY CITY OF TAMARAC RESOLUTION 2001-289, FOR AN INSTITUTIONAL CUSTODY AGREEMENT; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Commission authorized a contract with First Union National Bank (FUNB) to provide banking services through City of Tamarac Resolution 2001-289 (Agreement attached as Exhibit 1); and WHEREAS, the said Agreement authorizes supplements and/or amendments if executed by both the Bank and the City; and WHEREAS, FUNB offers a securities custody account to the City of Tamarac in which to hold the City investment portfolio; and WHEREAS, FUNB has merged with Wachovia Bank, N.A. and existing custody agreements are being phased out; and WHEREAS, FUNB has offered the City the option of continuing their current safekeeping arrangements under their new corporate structure; and WHEREAS, the Assistant City Manager/Interim Director of Finance and the Finance and Policy Officer recommend that the supplement to the Agreement Temp. Reso. #9919 September 24, 2002 Page 2 be approved for the First Union National Bank Institutional Custody Agreement; and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to approve a securities custody agreement with FUNB. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. SECTION 2: The appropriate City officials are hereby authorized to accept and execute a supplemental agreement to the October 10, 2001 Agreement between the City of Tamarac, Florida and First Union National Bank providing for a securities custody account through the FUNB Institutional Custody Agreement, (attached hereto as Exhibit 2). SECTION 1 All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. 1 Temp. Reso. #9919 September 24, 2002 Page 3 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 9th day of October, 2002. ATTEST: MARION SVVENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. `MITCHECL S,,-kf CITY ATTdRN JOE SCHREIBER, MAYOR RECORD OF COMMISSION VOTE: MAYOR SCHREIBER AYE DIST 1: V/M. PORTNER AYE DIST 2: COMM. MISHKIN AYE DIST 3: COMM. SULTANOF AYE DIST 4: COMM. ROBERTS AYE EXHIBIT 1 TEMP. RESO. #9919 AGREEMENT FOR BANKING SERVICES AGREEMENT NO. 01-11R THIS AGREEMENT made and entered into this /Cl day of �f t'. 4<. b,.'LJ �)n nt by and between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88th Avenue, Tamarac, Florida 33321, hereinafter referred to as CITY, and First Union National Bank a corporation with principal offices located at 1950 Hillsboro Boulevard 2 F of or,_D_e_erfi_eld Beach, Florida 33442 hereinafter referred to as the BANK. WHEREAS, the City intends to utilize a Bank to provide full Banking and certain investment services for all City funds, except for its employees' pension funds, which are organized and administered separately. The objectives are to obtain the most efficient Banking services, while minimizing cost to the City; and to maximize return on investments while pre -servicing capital and avoiding unreasonable risks and providing readily availability of funds; and, WHEREAS, the City requires certain professional services in connection with Banking services; and, WHEREAS, the Bank represents that it is capable and prepared to provide such Services. NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: ARTICLE 1 - EFFECTIVE DATE The term of this Agreement is for a period of five (5) years from date of execution. Upon expiration of the five (5) year term, the parties may choose to terminate this Agreement, or renew by written agreement signed by the parties hereto for an additional two-year period. ARTICLE 2 - SERVICE TO BE PERFORMED BY THE BANK The contract documents consist of this Agreement, conditions of the Request for Proposal (General, Supplementary and other Conditions), specifications, all addenda issued prior to, and all modifications issued after execution of this Agreement. These contract documents form the Agreement, and all are as fully a part of the Agreement if attached to this Agreement or repeated therein. The Bank shall perform these services as specifically stated and as may be specifically designated and additionally authorized by the City. Such additional authorizations will be in the form of a Task Order, Each Task Order will set forth a specific Scope of Services, amount of compensation and completion date and shall be approved by resolution of the City Commission. ARTICLE 3 - STANDARD OF CARE Bank shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by a Bank under similar circumstances and Bank shall, at no additional cost to the City, re -perform services which fail to satisfy the foregoing standard of care_ ARTICLE 4 - INDEMNIFICATION The Bank shall indemnify and hold harmless the City, its elected and appointed officials, employees and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with the work performed by the Bank or its officers, employees, agents, subcontractors, or independent contractors, excepting only such damage solely attributable to the gross negligence or willful misconduct of the City or its elected or appointed officials and employees- The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof. Nothing contained herein is intended nor shall be construed to waive City's rights and immunities under the common law or Florida Statutes 768,28, as amended from time to time. Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reasons, the terms and conditions of this Article shall survive indefinitely. ARTICLE 5 - INDEPENDENT CONTRACTOR Bank undertakes performance of the Services as an independent contractor and shall be wholly responsible for the methods of performance- Personal services provided by the Bank shall be by employees of the Bank and subject to supervision by the Bank, and not as officers, employees, or agents of the City. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of the Bank. The City shall have no right to supervise the methods used, but the City shall have the right to observe such performance, Bank shall work closely with the City in performing Services under this Agreement. ARTICLE 6 - NON-DISCRIMINATION The Bank agrees that it shall not discriminate against any of its employees or applicants for employment because of their age, handicap, race, color, religion, sex, or national origin, and to abide by all federal and State laws regarding non-discrimination. The Bank further agrees to insert the foregoing provisions in all subcontracts hereunder except subcontracts for standard commercial supplies or raw materials. Any violation of such provisions shall constitute a material breach of this Agreement. ARTICLE 7 -ASSIGNMENT AND SUBCONTRACTING consent of the City. This Agreement, or any portion thereof,Bank shall not transfer or assign the performance required by this Agreement without the prior shall not be subcontracted without the prior written consent of the City. ARTICLE 8 - COMPLIANCE WITH LAWS In performance of the Services, Bank will comply with applicable regulatory requirements including federal, state, and local laws, rules regulations, orders, codes, criteria and standards. ARTICLE 9 - INSURANCE During the performance of the Services under this Agreement, Bank shall maintain the following insurance polices, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida. 18a WORKER'S COMPENSATION The Bank shall procure and maintain, for the life of this Agreement, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employers' Liability with limits meeting all applicable state and federal laws. This coverage shall extend to any subcontractor that does not have their own Workers' Compensation and Employer's Liability Insurance. Thirty- (30) days notice of cancellation is required and must be provided to the City of Tamarac via Certified Mail. COMPREHENSIVE GENERAL LIABILITY The Bank shall procure _w�..,..... __.__. and maintain, for the life of this Agreement, Comprehensive General Liability Insurance. This' coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent Contractors' Products and Completed Operations and Contractual Liability. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. The Minimum Limits of Coverage shall be $5,000,000 per occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability with no more than $10,000 deductible. The City of Tamarac must be named as an additional insured, Thirty- (30) days written notice must be provided to the City of Tamarac via Certified Mail in the event of cancellation. FIDELITY BOND The Bank shall procure and maintain a Blanket Fidelity Bond on each Bank employee handling City funds for the term of the Agreement. The minimum limits of coverage shall be $1,000,000 per occurrence. Fidelity Bond relates to the Bank's blanket insurance on its employees for errors, omissions, or theft. SUPPLEMENTAL PROVISIONS The following two (2) statements will be utilized whenever any type of insurance is required, These statements should be included on all proposal documents. 1. The insurance coverage and conditions afforded by this policy(s) shall not be suspended, voided, canceled or modified, except after thirty (30) days prior written notice by Certified Mail, Return Receipt Requested, has been given to the City of Tamarac Department that originated this contract_ 2. Certificates of Insurance meeting the specific required provision specified within this Agreement shall be forwarded to the City of Tamarac Department that originated the Agreement, and approved prior to the start of any work or the possession of any City property. ARTICLE 10 - CITY'S RESPONSIBILITIES The City shall be responsible for providing all information on hand including transactions, and other data that is available in the files of the City. 3 ARTICLEI! -TERMINATION OF AGREEMENT This Agreement may be terminated by City or Bank upon 120 days of written notice by the terminating party to the other party for such termination in which event the Bank shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Bank abandons this Agreement or causes it to be terminated, Bank shall indemnify the City against loss pertaining to this termination. Default by Bank: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City should the Bank neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Bank of written notice of such neglect or failure. ARTICLE 12 - AGREEMENT SUBJECT TO FUNDING This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. ARTICLE 13 - NONDISCLOSURE OF PROPRIETARY INFORMATION Subject to Florida Statutes, Bank shall consider all information provided by City and all reports, studies, calculations, and other documentation resulting from the Bank's performance of the Services to be proprietary unless such information is available from public sources. Bank shall not publish or disclose proprietary information for any purpose other than the performance of the Services without the prior written authorization of City or in response to legal process. ARTICLE 14 - UNCONTROLLABLE FORCES Neither the City nor Bank shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non -performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. Neither party shall, however, be excused from performance if non-performance is due to forces which are preventable, removable, or remediable and which the non -performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non -performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 15 - GOVERNING LAW AND VENUE This Agreement shall be governed by the laws of the State of Florida as now and hereafter in force. The venue for actions arising out of this agreement is fixed in Broward County, Florida. LI ARTICLE 1S - SEVERABILITY; WAIVER OF PROVISIONS Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non -enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. ARTICLE 17 - INTEGRATION AND MODIFICATION This Agreement is adopted by the City and Bank as a complete and exclusive statement of the terms of the Agreement between the City and Bank. This Agreement supersedes all prior agreements, contracts, proposals, representations, negotiations, letters or other communications between the City and Bank pertaining to the Services, whether written or oral. The Agreement may not be modified unless such modifications are evidenced in writing signed by both the City and Bank. The indemnification clause contained in this agreement supersedes and replaces the limitation of liability and indemnification clauses contained in the First Union Deposit Agreement Item 19. Endorsements and the Back of Checks, Item 23. Cash Manaaement and Item 35. Telephone Access — Wire Transfer Terms and Conditions. In case of inconsistency or conflict between the provisions of the separate parts of the following Contract Documents, the separate parts shall take precedence and govern in the following order. Additionally, these documents are incorporated into and made an integral part of this Agreement as if set forth in full: A. Agreement for Banking Services B. RFP No. 01-11 R and all Terms and Conditions therein C_ Proposal dated May 16, 2001 including revised fee proposal D. Master Repurchase Agreement E. Deposit Agreement The Bank warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Bank to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Bank, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. ARTICLE 19 - TRUTH -IN -NEGOTIATION CERTIFICATE Execution of this Agreement by the Bank shall act as the execution of a truth -in -negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement are accurate, complete and current as of the date of the Agreement and no higher than those charged the Bank's most favored customer for the same or substantially similar service. The said rates and cost shall be adjusted to exclude any significant sums should the City determine that the rates ad costs were increased due to inaccurate, incomplete or noncurrent wage rates or due to inaccurate representations of fees paid to outside Banks. The City shall exercise its rights under this "Certificate" within one (1) year following payment. 61 ARTICLE 2.0 - OWNERSHIP OF DOCUMENTS Bank shall be required to work in harmony with other Banks relative to providing information requested in a timely manner and in the specified form. Any and all documents, records, disks, original drawings, or other information shall become the property of the City upon completion for its use and distribution as may be deemed appropriate by the City. ARTICLE 21 - NOTICE Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended at the following addresses. CITY City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 With a copy to City Attorney at the same address. BANK Paul F. Vincent, Vice President First Union National Bank 1950 W. Hillsboro Boulevard, 2"d Floor Deerfield Beach, FL 33442 ARTICLE 22 - SIGNATORY AUTHORITY The Bank shall provide the City with copies of requisite documentation evidencing that the signatory for Bank has the authority to enter into this Agreement. ARTICLE 23 - MERGER; AMENDMENT This Agreement constitutes the entire Agreement between the Bank and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Bank and the City. 9 IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. City of Tamarac, through its Mayor and First Union National Bank (Name of party with whom Agreement is made), signing by and through its Vice President duly authorized to execute same. Witness: 1111&� —YaeA4� Marion Swensod, Cft City Clerk Date: ATTEST: (Corporate Secretary Type/Print Name of Corporate Secy. (CORPORATE SEAL) CITY OF TAMARAC J e Schreiber, Mayor 1. Date: l l ! CI' Jeffrey L. I City Manager Date: FIRST UNION NATIONAL BANK (AuthorizedSignature) Paul F. Vincent, Vice President C Date: II CORPORATE ACKNOWLEDGEMENT STATE OFFLORIDA COUNTY OF BROWARD The foregoing instrument was acknowledged before me this ;�4 day of September, 2001by Paul F. Vincent, Vice of First Union National Bank, a Florida corporation, on behalf of the corporation. OFFICLAL NOTARY SEAL. ,JUNE A WHITE NOTARY PUBLIC STATE OF FLORIDA COMM15SION NO. CC77S720 MY COMMISSION EXP. SEPT 15,2002 Sign re of Notary Public -- State of Florida Printed, typed/stamped name of Notary Public Exactly as commissioned 0 Personally known by me, or [�-Produced identification: (Type of identification produced) Ind take an oath, or Ei Did not take an oath 1*1 REPURCHASE MASTER AGREEMENT t / Dated as of `(-- C (cr• ri (iilc "( U111 )ally") and FIRST 1.)NION NATIONAL 13ANK (the "Bankk") I. A > >licability Pursuant to the terms and conditions of the Deposit Agreement between the Company and the Bank previously executed and delivered by the Company, the Company has elected to enter into transactions in which the Bank agrees to transfer to the Company securities or financial instruments ("Securities") against the transfer of funds by the C'onlpany, with a S11T7111taneous agreement by the Company to transfer to the Bank such Securities oil the foe loWir10 business day against the transfer of funds by the 13an1:. 1 ach such trailsaction shall be refeii-ed to herein as a "Trarlsactioll". Unless the Company is notified to the contrary in advance in writing by the Bank, Securities sha11 bc. lilllitcd to those issued by or guaranteed by the U.S. government or federal goverilment agencies. 2. Security interest Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the evcsnt any Transactions arc cleenled to be loans, the Bank shall be deemed to have pled.-ed to the Corllpany as security for the pertnrmance by the Batik of its obligations under each such Transaction, and shall be deemed to have granted to the Company a security interest in, all of the Securities with respect to all Transactions hereunder and all proceeds thereof. 3- Segregation of Securities Required Disclosure for Transactioins in NN"hich Me Bank Retains Custody' of SeCu cities The Bank is not pernlitted to si.lbstitute other securities for those subjcct to this Agreement and therefore must keep the Company's securities segregated at all times, unless in this Agreement the Company grants the Bank the right to substitite other securities, If the Company grants the right to substitute, this means that the Company's securities will likely be conlnlingled with the Bank's own securities during the trading day. The Company is advised that, during any trading day that the Company's securities are coninlingled with the Bank's securities, they may be subject to liens granted by the Bank to third parties and may be used by the Bank for deliveries on other securities transactions. Whenever the securities are commingled, the Bank's ability to resegregate substitute secul-ities for the Compally will be subject to the Bank's ability to satisfy any lien or to obtain substitute securities. To the extent required by appliciole law, Lill Securities In the possession of the Bank shall be se<rret7 gated from of securities in its possession and shall be identified as subject to this A�reenlent. Segregation may be accomplis by appropriate identification on the books and records of the holder, including a financial intennediary or a cleat corporation. Title to all Securities shall pass to the Company, provided the Company may not cngagt in repurch tral7sactioils with the Securities or otherwise pledge or hypothecate the Securities. 4. Intent (a) The parties recognize that each Transaction 1s a "repurchase agreement" as that term is defined in Sect) 1 01 of Title I I of the United States Code, as amended (except. insofar as the type of Securities subject to su 1 ransaction or the term of such would render such definition inapplicable), and a "securities contract" that term is defined in Section 741 of "title l I of the United States Code, as amended. N It is understood that the Company's right to liquidate Securities delivered to it in connection wi Transactions hereunder or to exercise anv other remedies with respect to this Agreement, is a contractual rig}tt liquidate such Securities as described in Sections 555 and 559 of Title I I of the United States Code, as amendc 5. Uisclasure Relating, to the Bank The Company acknowledges that is has been advised that funds held by the Bank pursuant to a "frartsact)c hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation. _-Tn n a tau. G tlhe unrprun .. 1 f (r�rtr rcrr iwc�d srguurtrrc) �� Title: Date - BY: First Union National Batik ("The -Gunk (�urtl0r•rzeu'stgnurure) Title: Date: Date;: IN ADDI-11ON TO ABOVE, CUSTOMER MUST C;O)v'11P.i ETE TAX PAYER CERI IFICATION BELOW SL'riS"rITL!Th FORM 1V-9 -Taxpayer Identification Number and C'erti(ieatinn. Under Penalties of Perjury, 1 f_:ertifv That: t 1) The numbei shown on this form is my correct 'f;axpayer Identification Number (or that I am %yairin,1 for a number to be issued to me); and (2) 1 am not subject to backup withholding because• (a) 1 am exempt from backup withholding, or (b) f have not becri notified by the Internal) Revenue Service (IRS) that I am subject to backup t`ithholdlne as a result of failure noto report all inter'e'st rn dividends, or (c) the IRS has non me that I am no longer subject to backup withholding. Certification instruction - You must cross out itern (2) above if you have been notified by IRS that you are currently subject to backup withholding because of under reporting; interest or dividends on your tax return. Primary Applicant Social Security or Tax I.D.#: l� • 03- �(ngbp - s�{� Exempt Reeipieuts Check Here: '['he Internal Revenue Service d es n require your consent to any provision of this document other than the certifications required to avoid backup withholdijig . f'rinraryApplicant Sirinatur Date: Revision 08/30/00 DEPOSIT AGREEMENT ANC SCLOSURES Fe Nr For Non -Personal Accounts Effective Mav 1 , 2000 The words "vou" an, 'yours" as used m this Agreement rnCan !tic pr'r5on, parinershlp. curporation, association Or other entity who has agreed to the terms of this Agreement with us The words "we" and "us" mean First Union National Bank 1. LEGAL EFFECT OF THIS AGREEMENT. When you open a deposit account with us by signing a Signature Card. providing a Resolution and receiving a copy of this Agreement, you are agreeing to the terms of this Agreement II is a legally binding contract. Please note that the contract can only be modified as provided in, this Agreement In establishing an account with us, you agree and acknowledge that our relationship is that of debtor and creditor and that we are riot in any way amino as a fiduciary for you or for your benefit. Please READ and RETAIN this Agreement so that you Can refer to it whenever you have a question about your account If you have any questions after reading this Agreement, we would be happy to try to answer or clarify them. 2. SCOPE OF AGREEMENT. This Agreement only applies to business accounts Business accounts are those accounts established by a partnership. corporation, association or Other entity operated on a for -profit basis; a corporation or an association operated on a not -for -profit basis, a governmental unit: and an individual who intends to use the account for carrying on a trade or business. The classification and form of ownership of a business account are as designated on the Signature Card. In a partnership or 0 )er unincorporated business account, the partners or owners agree with each other and with us Thal any one partner or owner whose name is written or typed on the Signature Card has Complete authority to bind the partnership or other business and all other partners or owners in all transactions involving the account. In a corporation account. each person who signs the Signature Card represents to us that the corporation is duly authorized to transact business and that each person whose name is written or typed on the SIgnalure Card is duty authorized and has Complete authority to bind the corporation in all transactions involving the 3CCounl. Tne partnership, corporation or other legal entity agrees to notify us promptly in writing of any change an authority. We also reserve the right to require a partnership, Corporation or other legal entity to give us a separate written authonzahon telling us who is authorized to act on ;Is behalf For corporations we may rely upon wrinen instructions from the corporate secretary or an assistant secretary. We are authorized to follow the directions of a person designated as having authority to act on the entity's behalf until we actually receive written notice that the authority has been terminated and have hac a reasonable time to act upon that notice. 3. DEPOSITS. You may make deposits by mall or in person at our branch offices by using deposit tickets. We have the tight to endorse any non -;ash items submitted for deposit to your account and to deposit them into your account. We also have the right to iimii, refuse or return any deposit You agree to reimburse us lot any loss or expr;nse (including without Imitation, reasonable attorneys' fees and the costs of hbgation) we incur because you fail to endorse an tem exactly as it is drawn Ir we receive an item on a weekend. holinay or after our cul-off hour on a business day. the item is deerrted lg have been received on our next business day. You agree that Out Count of the coins and Currency in your deposit shall ho Conclusive as to the amount We will make any necessary adjustments to your account for any discrepancies and notify you. Our business days and cut-off hours are posted ail nor offices (except for Certain Automated Teller Machine,$ which may be unique) and are subject to change from time to time at our discretion We reserve Itte right to make adiustments'0 your account, in our sole discretion, for computation or other errors to your account 4. COLLECTION OF ITEMS. in receiving items for deposit or Collection, we act as your collection agent and assume no responsibility beyond the exercise of due care. Special instructions for handhnc an item air, effective only if made in writing and given to us along with the item in question. & will not be liable for default or negligence of our correspondents or for loss in transit, and each correspondent will Only be liable for its own negligence. You are responsible for reconstruction and proof of loss of any Cash items included in deposits which are lost or stolen in transit before we have received and accepted the deposit. Items and their proceeds may be handled in accordance with applicable Federal Reserve and Clearing House rules. All items are credited subject to final payment and our receipt of proceeds. Without prior notice to vou, we may Charge back any item at any time before final payment whether returned Of notand we may also chase back any stern drawn on us if, within the normal handling period for such Item. the item Cartflot be honored against the drawer's account. We are authorized to pursue collection of previously dishonored items, and in so doing we may permit the payor bank to hold an item beyond the midnight deadline 5. CHECKS AND OTHER WITHDRAWALS. WEr may refuse to pay or may impose a special fee for any check or other item drawn against your account or used to withdraw funds from your account if ri Is not on a form we have approved. We also reserve the right to refuse to pay or impose a special fee for any check or .other item drawn against your account or used to withdraw funds from your account if the transaction is made in a manner not specifically authorized for Your account, if made more frequently or in a greater number than Specifically permitted for your aCcoun!, or if made in an amount less than the minimum withdrawal or transfer specifically permitted for your account We may pay Checks or other items drawn upon your account (including those payable to us) in any order we determine. even if paying a particular check or tem results in an insuffirienl balance to your account to pay one or more other items that Otherwise could have been paid Out Of your account Uniess prohibiled by applicable law, you railtree that the Bank may impose, a fee on the oavee Or other hofder of a check fir ntner ittatn drawn against vou• account that is preserded for payment over the counter at the someone wants tc cat , of your checks at a Bank office) rather than being dep: account at another ins!,,, n and presented tor- payment through the check collection 6. AUTHORIZED SIGNATURES. The signatures appearing on the Signature Ci a0ionzed signatures for your account For the payment of funds and for othe relating to any account you have with us. we are authorized to recognize an signature, but we will not be liable to you for refusing to honor yuur checks or o instructions if we believe in good faith that the signature appearing on surh instructions is not genuine When your account is established, you may indicate your more than one authorized signature appear on a check or other itern drawn against 1 by designating a desired number or signatures on the Signature Card or in a sepal authorization However such a designation is solely for your convenience and inte. purposes In the absence of our specific written agreement to the contrary, we may check or other item drawn against your account as long as it contains at least one Signature, 7. FACSIMILE SIGNATURES. If any checks. drafts, notes. or other negotiable instill signed and endorsed in writing, by rubber stamp or otherwise, with or without a des the party making Such signature or endorsement, we may pay and Charge your a payments. checks drafts. notes or other orders for payment bearing or purporting 1 lacstmile signature of any person or persons required to sign where the signatures re! facsimile specimen designated. regardless of by whom or by what means the actual of facsimile signature may have been affixed. We are not liable for any use Of a facsimil( device. Therefcre. you should maintain close control over your facsimile Signature d, orOmpt!y review your statements and canceled checks to defect unauthorized use devices. 8. OVERDRAFTS. We may determine whether or not your account contains suffirie pay a Check or other item al any time between the time we receive the check or otne our return deadline, and only one delerminafior, of the account balance is require ceterminatlon reveals insufficient available funds to pay the check or other item, vet pay a service charge, and we are not required to honor the check or other item and t it Alternatively we may honor the Check or other item, Create an overdraft and impos( charge for paying the overdraft. You agree to deposit sufficient funds to cover the ov( the related sewtce charge upon notice of the overdraft and to reimburse us for any ncur in Collecting the overdraft from you inCludmg. without fimi;ation. reasonable atior and the Costs of litigation to the extent permitted by law However, the honoring of or Overdrafts does not obligate us to honor any future overdrafts, and you should not rel honor an overdrah ever,, if we have done so in the past Moreover. we are not requm VOL, prior notice on checks returned for insufficient funds. 9. OVERDRAFT CHECKING PROTECTION. If overdraft checking protection is avai you elect that option the Bank will automatically transfer funds sufficient to cover the any overdraft and service Charge, to your primary checking account front any oth secondary oeposr, account (checking, savings money market) you selected FUN transferred I, -,the next largest full dollar amount. One transfer will be made at the e business day in which an overdraft(s) occurs. You agree to pay an overdraft prote.cbt Charge for each daily transfer, as provided In the Batik's Schedule of Fees and that c be deducted from your primary account. This is not an extension of credit and no trans made if sufficient funds are not available, in your secondary account to cover the ovr your secondary account is a savings or money market account transfers from such ac_ preauthornze:j transfers and. under federal regulation, you are not permitted to make r Six preauthorized transfers (including telephone transfers) each statement period. If j involved and is riot paid because there are not sufficient funds. you will be chargf sufficient funds fee If a Iranster activates an Overdraft extension of credit arrange terms and CondrUOns Of that agreement apply. 10. SERVICE FEES, You agree to pay any service fees that apply to your account fees may include bu! are not limited to charges for Check printing, check writing, stop orders, noticsS of post-dated items, cashier's checks, Overdrafts. Automated Clearir (ACH) enlries. imre l;ansfers. insufficient funds checks, and Cash Management Servii fees may be de;iucled from vour account without prior notice to you. We will not be dishonoring checks of ofrrei withdrawal orders because of insufficient funds resulting fro deduction of fees A schedule of our current fees is given to you when you open an act is available at any of our branch offices Service fees are subject to change from time our discretion. Notice of any changes will be sent to you at the address shown on our and a reasonable period of time will be given before any changes become effeclive. Yr agree to reintIbUrSP us for any actual expenses we, incur to execute. cancel or amend transfer payment order, or perform any related act at your request 11, AUTOMATED PROCESSING OF ITEMS- If you elect to have your bank doCumen by a vendor that has not been approved by the bank, you will be doing so at your own Shall not be liable for processing errors or delays due to printing inaccuracies or faulty ink encoding of crdicai data. We have adopted automated colleclion and payrnenl prone Ltat we can process the greatest volume of items at the lowest possible cost to all cu These automated Procedures involve high-speed automated check processing roach read information encoded onto each item in magnetic ink. In recognition of this fact, y, that in paying or taking art itern for collection, we may disregard ill information on the its Inan the drawer's signature. the identity of the drawee bank, the amount of the item. Other information encoded onto the item in magnetic ink according to general banking sty whether or not that Information is consistent with other information cn the item. For insG may rely on the amount of a check as encoded by another institution in magnetic ink, ev encoded amount is greater than the faoo amount of the chock or exceeds the maximum far which the check is valid as stated in a legend on the check. You agree to reimburr any. loss or expense (inckiding, without orn;tation reasonable attorneys' fees and the c:oS Iltigatiorl) we incur because you issue or deposit an iter niairling such extra information Furthermore, you agree that we do not tail to exercise c. ry care in paying an Item solely because Our procedures do not provide for the sight examination of items with a face amo;,inl below an amount we sperify from time to time. 12. STATEMENTS. Your statement will be mailed monthly, quarterly or annually, depending on the types ut ac(:uunf;, and services you have with us, and wili include the interest rate and effective yield for the interest payment(s) included in that statement. We will mail your statements to the address we have for you in our records, You agree that we may change this address based or; mforrrlation provided to us by the U S Postal Service. We will have no liability to you for changing your address based on such information, even if the information provided by the U S Postal Service is in error. If any statement is returned to us because of an incofrerl address, we may stop sending statements to you You should carefully examine the statement and canceled checks when you receive them. If you feel there is an error on the statement, or that some unauthorized person has withdrawn funds from the account, notify us immediately. The statement Is Considered comer,! unless ,you notify us'promptly after any error is discovered. Moreover, because you are In the best position to discover an unauthorized signature, at,, unauthorized endorsement or a material alteration. you agree that we will not be liable for paying such items if (a) you did not exercise reasonable care in examining the statement and canceled Checks or (b) you have not reported an unauthorized signature, an unauthorized endorsement or material alterations to us within 60 days of the mailing date of the earliest statement describing these ilents• or (c) these items were forged or altered so cleverly (as by unauthorized use of a facsimile machine, Photocopy machine or otherwise) that an unauthorized signature. an unauthorized endorsement or material alteration could not be detected by a reasonable person. If you have elected not to receive copies of canceled checks with your statements• the canceled checks or legible copies will be provided to you within a reasonable time after your written request that sufficiently identifies the checks requested You agree to pay the applicable service charge for retrieving and copying the requested checks. 13, STOPPING PAYMENT. You may ask us to stop payment of checks drawn on your Commercial Checking. Business Checking, Non -Profit Checking. Commercial Interest Checking, Commercial Money Marko; Checking, Commercial Money Market Investment. and Client Fund Manager accounts. You must tell us the exact amount of the check, check number, date of check, payee and the full account number on which it is drawn for us to be able to enter a stop payment If the information you give us is not correct or if you do not give us other reasonable information. requested about the check, we will not be responsible if we are not able to effect the stop payment. If you generate your Checks by computer, Or in any other manner which does not produce a MICR -encoded the k number on the check. First Union will be unable to guarantee that your stop payment will be honored You therefore agree to hold First Union harmless should Fir;! Union be unable to honor a stop payment order which you have timely and correctly placed On your check with no N41CR-e^coded check number We are entitled to a reasonable period of time within which to notify our en•,plcyees after you give Its a stop payment order. If we re-credif your account alter paying a check over a valid and timely stop payment order, you agree to transfer to us all of your rights ayair,st the payee or other holder of the check. and to assist us in any legal action taken against that person later on. A release or canrrgation of a stop payment order may be given by a persor. who is authorized to draw rhacks against the account Slop Payment orders on casnier's checks. certified checks or money orders are not permitted. Stop payment Orders (both oral and .writien) are valid for the length of time you request, but in all events. for a minimum of six months unless renewed by you for an additional six months or specified length of tittle We swill send you a written confirmation of your stop payment order, noting the period or time? 1 will be effective (not applicable to Florida cuSlomers) The fee for I topping payment varies with the length of the stop payment order You may extend a stop payment order by nailing or wntino us prior to the expiration of the existing stop payment order An additional foci rnay apply for the extended perioc. 14. SETOFF AND SECURITY INTEREST. Any pledge or assignment of CDs and other accounts for secunly purposes remains subject to nut right of setoff and sF.cunly interest. If you ever owe us money as a borrower. guarenlorjudcme nt debtor or otherwise, including any Obligation Owed to a financial aisLluhon acquired by u$. and it becomes due, we have the right under the law (called "setoff"I and under this agreement (by which you grant us a security Intere5, in your CCRIfiCateS of deposit and other deposit accounts) tr use fhP. money from your account to pay the debt We may use the. money to pay the debt even if the withdrawal results In an interest penalty or the dishonor of checks. In the case of a partnership or joint account, each Partner or joint owner agrees that we may use the money rn their Individual accounts to satisfy any one of their individual obligations. +PJe may use the money if (a) you are a joint owner of the account and fb) you are not indebted to us and (c) the debt is owed to us by another join! owner. Similarly, each partner or joint owner agrees that we may use the money in their individual accounts to Satisfy obligations In the joint account or partnership account The security interest granted by this Agreement is consensual and IS in addilioh to our right of setoff. 15, NOTICES. Any notice we send you will be consioered effective when it is deposited in the U.S Mail to the most recent address reflerted in Our records Notice from you will be. considered effective when we receive it at our designated address 16. CLOSING YOUR ACCOUNT. If you close your Commercial Inlerest Checking• Commercial Money Market Checking, Commercial Money Market Inve onlent, Client Fund Manaoer or Commercial Savings Account during the calendar month. you may lose the inlerest that has accumulated since the last time Interest was added to you, account. Before you close your Master account you must transfer any balances remaining In your Client accounts to the Master account You will pay an interest penalty if you rn0k,0 wllndrawals from or redeem a Certificate Business Checking, No, -fit CheCking Commercial Interest Checking. Commer Market Cheekinq, Comm I Money Market Investment, Client Fund Manager and Savings acr•,ounts at any lime without advance notice. The closing of your account YOU or by us) does not release you from any fees or other obligalions incurred closure. those you incur in the process of closing out your account, or (Or your outstanding items 17, REPORTING INFORMATION. We have the right to report information about yc to any credit reporting agency or to anyone to whom you give us as a reference Shares customer transaction and experience information with affil,ates within F Corporation (e,g. First Union National Bank, First Union Brokerage Services, Inc., Mortgage Corporation, etc.) through a centrai information system. First Union w allowed by the Fair Credit Reporting Act to share anv other customer information a Union affiliates. First Union will never Share this "other information" with any non-affi party for any reason other than those already stated in your account agreement. Sharing of "other information" among F;rst Union affiliates can be used to improve of to you However, you may oat out of such sharing between First Union affiliates. In c so send your name. address (as it appears on ,your account stalemen!), social secure or tax ID. telephone number, and account Ivoe and number to. First Union, P 0. Sax 11726, Roanoke, VA 24022-1726 (Your request must be mailed rn a separate envelope and should not be included in bank correspondence.) Please note that each customer has the right tO direct First Ui share Information other than transaction or experience information about them with it4 Each customer, Incfudino each joint owner may separately choose to ask that his or information" not be shared among First Union of iliates. Customers who request t information" not be shared may do so only for themselves, and may not do so for any including joint account owners. We will process any request received as quickly as pos authorize us to tell payees of items drawn against your account whether sufficient fund available. 18. ABANDONED ACCOUNTS. If you tail to notify us in writing of your current maihrn fail to Use your account or fail 10 notify us concerning your account, your account an( may be presumed abandoned after a certain Deriod of time. Dormant accounts may be reasonable SONiCe charges similar to !nose Imposed on active accounts, and lines Charges may be imposed on accounts presumed to be abandoned. Accounts v presumed to be abandoned will be subject to escheat in accordance with the laws of where your account is opened, 19. ENDORSEMENTS AND THE BACK OF CHECKS.. If you issue a check that c carbon oand. prntng. endorsements or other malenal on the back of the check outs area exlend;nc 1 1'2 inches from. the lmih% edge of the check. that material could alsc with encorsements by banks and cause delays in returning the check. Similarly, if you endorser signs stamps or affixes an endorsement to a check for deposit which is outs area extending 1 1;2 inches from the lratlrng edge Of a check. that material could alsc with endorsements by banks and cause delays in returning the check Therefore, you indemnify and hold us harmless from any and all Claims, loss, Costs and expenses it wilnou( IimltatiOn. reasonable attorneys' lees and the costs of litigation) that we may it result of the late return of a check caused ov a carbon band. printing, endorsements material on the back of anv check drawn or, or deposited to your account that extend o; area extending 1 112 inches from the lratfinc edge of the check. The trailing edge is 6 the left s;de of IhP check when viewing it from 1n0 f'Ont. 20. STALE, POST-DATED AND TIME -DATED ITEMS- We maintain the option either to dishonor any stale check (i.e , a check. that Is more than six months old) upon preset uS It IS not recommended that you Issue a post-dated check (i.e., a check bearing a c Ulan the actual calendar date) as a means of withdrawal Our high-speed aulomalE Processing equiprmem cannot delecl post-dated checks. Therefore, you agree that wE be liable to you for charging your account before the indicated date ran a properly pay post-dated Check. Similarly our check proc4551rc equlpmen! is unable to detect fir checks (t.e.• Checks stating that tnev are no! valid after a certain dale or bevond a Certa of time). As a ncsull. you agree that we will not be liable to you for Charging your aCCO, the date or period stated on an otherwise properly payable tune -dated check 21. NIGHT DEPOSITORY SERVICES. It you wish to use our night depository servi acceotacce by us of an authorized night de'posit bag and its contents, and your selec use of such a bag, are subject to the following terms and conditions. A. You shall indicaie by signing a Night Deposit Agreement that you will use hold b Ire Bank will not process the depOSI!(s) until one of your authorized agerds has Sic the baq(s). The bag(s) will only be released to an authorized agent that has signed n Deposi! Agreement. If bags other !bar: hold baps are used, a Night Deposit Agreer not be required B. You may deliver and pick up the baq by armored courier, or by Courier designee• o other agent or employee An such (,Ouriers or courier designees shall be deemed to agents C. The bag at time of delivery to us shall contain a deposit ticket accurately descril cash, checks andiot other Items cootemed in the bag and containing your name . number of the account IC which we are to make the deposit. and it shall be securely We reserve the righi, in our sole discretion to refuse to accept the bag or oroc( deposll if Ire hag appears tarn cr tampered with in any ,way. We will give you notirt refusal to nrncesn the hat, WN chnil n, hr. Amer —i D. You may delver the bag into our night depositor ly at any hour of the day or night• whether or not we are open for business. You .. gave received and acknowledged receipt of a key which opens such night depository facility, which key belongs to us and shall be returned to us upon: termination of your right to use the night depository facility or Upon our demand. You may not permit any other person or entity to use any key entrusted 10 you or allow any other person or entity to make use of our night depository facility with any such key. 'All shall remove bags from the nighi depository facilities at least once a day on each day we are open for business. The Bank employee removing the bag or other Bank employee shall open the bag and process the contents in accordance with paragraph E. We may withdraw any night depository facllty from use at any time without nohre E. You hereby direct us to open the bag and deposit the contents to your designated account with us. We shall process the contents of the bag in accordance with our normal processing procedures We will notify you upon discovery of any discrepancy or missing documentation Ow count of the coins and currency contents of the bag shall be conclusive as to the amount it contains. We will Conditionally credit all checks and other items contained in the bag as shown on the deposit ticket subject to later verification and final settlement Noiwithstandir g the foregoing, we shall not be liable for opening or not opening the bag. F. You agree that nothing will be placed in the bags except money. checks and other like negotiabie Items ;"Property") and no Property will be placed in the chute to the night depository facility unless enclosed in a properly sealed or locked bag. The use of the night depository facility shall be at your sole risk. You agree that neither we nor any of our agents shall be responsible for any less or damage sustained by you in the use of the night depository faCitity which results from a mechanical defect of the fa,:dity from an act of God, from the inability of the user to properly operate the facility• orIfrom acts of vandalism or malicious miSchie( unless loss or damage is caused by our gross negligence or intentional misconouct. G. Prior to the receipt and acceptance of the contents of the bag by us as a deposit the relationship between you and us as to all Property placed it,, the right depository facility shall be that Of bailor and bailee of such Properly, and we shall be liable to you not as an insurer of said property, but only for that degree of care required of gratuitous bailee having the custody of the Propery of others. No dehtor/creditor relationship shall exist between us with respect to any cash, check or other items contained in the bag until we shall have received and accedled the contents of the bag as a depcsl credited the amount Of your account. and. in the case of non -cash hems, when: we have finally collected the check or item We shall not be liable to you except for our own lack of good faith or failure to exercise ordinary care with regard to any matters covered by Article 4 of the Uniform Commercial Cede. and for our gross negligence and wilful misconduct with regard to any other indite', We shall not be liable for any act performed by us, nor any claims. expenses ddmageS Or losses arising therefrom• if such act is per;Orrned by us Pursuant to m5 r,;ctions written or oral, which we reasonably and in good faith behove to be your In no even; shall we be liable for indirect. Consequential or exemplary damages, even dwe have been advised of such possibility. H. The right to use the bag may be terminaled by us on severity -two (72! hours notice given orally to you or your agents. or by written notice mailed to your ]ash address shown on Our books We reserve the nrtht f0 assess a lee for the use of f3ank's Nigni Depository Services, Such ter.• will be rn keeping with Bank policy and disclosed on tee Commercial Accounts Schedule. Of Fees available at any branch office. 22. COURIER BAG RETRIEVAL AND DELIVERY. If you elect to have: any 5.,ic reu,eved and delivered by a third pang when, you have authorized It) do so under the terms of this Agreement, but is acting as your tt ird party agent. Bank shall riot be authority of the persontsl or entity purporting to be your aces; You agree that notwithstanding anything to the contrary contained in this Agreement or elsewhere you shall indemnity, defend. and hold harmless Sank and each Of its affiliates. directors. officers, employees, attorneys and agents (to the fullest extent Permitted by law) from and against any and all claims demands, lawsuits. Costs expenses, feels. fines• obligations, liabilities, losses. damages• recoveries, and deficiencies, including interest, penattieg and altnrneys' fees and costs, whetner direct, indirect, consequential, incidental or at any time asserted that Bank may incur or suffer or that may arise Out Of, result from or relate to your thud party agent Or any person or entity purporting to be your third party agent retrieving. dekvering and/or taking custody or any Bag. 23, CASH MANAGEMENT. If you wish to use our Cash Management Services. your selection and use of our provisions of these Services are subject to the following terms and Conditions: The Services are more fully described it! the Automated Clearing House Terms and Conditions and separate Service Description(s) provided by us, both initially and at any time hereafter. You agree that if any terms and conditions of the Service Description(s) conflict with the terms of this Agreement the terms and conditions 01 the Service Descriphort(s) shalt govern. We may Change. our operational procedures without amending this Agreement, upon notice to you. Documentation. We. in our sole discretion, will determine the adequacy of the doCuments and instruments and may delay the implementation of the Services prior to the receipt of adequate documents and inStrumer,ls, You will promptly notify our Cash Management Department in wntinq of any actual changes underlying or represented in the doCurnentation, and will promptly execute and deliver new documentation as maybe required by us. We shall not be liable for any actions taken by us in reliance upon such new documentation until actual notice is received by us in sufficient time for us to art thereon We reserve the right Periodically to request and you agree to provide upon our request. financial statements and ot!arrr information we may lee] a«; aaprovridle, in consideration of various Cash klan-aperient Or Other depository servici;!s you ask us ro provide or ctminu:i providing to y )u Sunsidlanes. If you are eX l rig this agreement on behalf of separate corporate subsidiaries as well your own behalf, you hereby represent and warrant to -- have received proF. uthorzation or powers of attorney from each of Such corporate entltieS or subsidiaries and that you have full power and authority to entities to the terms of this, Agreement. Termination. Either party may terminate the services by giving the other party at 1 (30) days prior written notice. However• we may terminate all services Immediate shall be entitled to any remedy available to us at law or equity if (1) you fail 10 r Payment to us when due, or (2) you should seek protection under any law for the of those unable to pay their debts or should any action in bankfuplc:y be filed by r you or (3) any failure or default you have under obligation In the event of ter' whatever reason • all sums and fr.•;Hs owed by you to us shall be immediately payable Indemnification; Limitation of Liability. You agree to indemnify and hold us harp officers, employees and agents from any and all losses or claims of any kind connection with the Services provided under this Agreement, except losses or ,lain out of negligence or wilful misconduct of the Bank or its employees You further indemnify and hold us harmless, our officers, employees and agents from any and Of claims of any kinu arising out of aduons taken or omitted in good faith by us in upon instructions from you. We shall not be responsible for any other entity's (not u direct control) acts or Omissions, including, without limitation. any Federal Reserve transmission or communication facility. Even if liability is established for actual dan no event shall we or you be liable, to one another, for special, consequential or damages arising out of or in Connection with the furnishing, performance or us Services provided for under this Agreement, even if we or you have been advise Possibility of such damages The limitations and exclusions in this paragraph shall all claims or every kind. nature and description whether arising from breach of t breach of warranty. negligence or other torn, and shall survive the termination Agreement. Disbursement Fraud Detection Services. You acknowledge that we have develo made available 10 you several Services designed to reduce the likelihood that a Ira unauthorized or altered check or other item will be paid. You also acknowledge that f utilize those Services could substantially increase the likelihood that a frai unauthorized or altered' check or other item will ultimately be paid out of your account 24. TIME DEPOSITS. Time deposits may be issued either in the form of a Cenif Deposit. passbook, or a time deposit for which no certificate is issued. On the initial subsequent maturity date. you may present your properly endorsed Ce7Arficale (for a where Certificates were ;ssuee). your passbook, or sign a receipt form (for accounts certificate issued) at any branch office and you will be paid the amount due. Redemption. We may redeem the Time Deposit On the initial or any subsequent r date, and may accelerate maturity if you default in the payment of money owed applying the redemption proceeds against such obadations Interest Calculation. W'e use the daily balance method to calculate interest c account. This method applies a daily periodic rate to the ledger balance in your E. each day and to any nferest you've earned that has not been credited to your accour daily rate interest is Compound^C at the frequency indicated on the Rate Dis provided from the openng date. Interest is paid from the dale of depoSit through t prior to the maturity date. and begins to accrue on the business day ya,, depas,r Ticitems• The APY assumes That interest will remain on deposit for the term of the acco withdrawal of interes! will reduce warnings The daily rate is 11365 (0r t,35i; in a leap y the interest rate. Interest Rates. The interest rate for your deposit is established based upon the snit deposit and the tern) you select and is fixed for the term of the account. Receiving Interest. You may Choose to have interest ai,rlonlalically reinvested, pal First Union checking, savings. or money market account or Palo to you by Check IT payments can be mace monthly. quarterly, serni•arnually, or annually depending on lh of the linty? deposit For terms torn three months to one year. we also offer the op having Interest paid at maturity. Interest payments can be made only at maturity is deposits with terms shorter Than three months It you elect to have vour interest remv, vour interest is credited to your account monthly. Automatically Renewable Time Deposits. If "Automatically Renewable" is indir.,at You( account opening documents, the following terms apply Grace Period. For OCCounts with a maturity of 7 through 31 days. you haw calendar day after the maturity date to withdraw funds without penalty For all accounts, you have 7 days after the maturity dale to withdraw funds without pe This time period is knows, as a grace perod• Automatic Renewal. Unless your account is closed on the initial or any subse maturity date or within the grace period, this time deposit account will automatica extended for a time period equal to the initial term beginning at the initial maturity dt at each subsequent maturity date. The interest rate for each renewal term will b currently offered rate in effect on the maturity date for the term just ended. Withdrawal of Principal. If any principal is withdrawn within the grace period anc reinvested in any Firs; Union account, interest will be paid titrough the gmca pert, the amount withdrawn at the interest rate In efferi for the term just ended How, interest will not be paid for the nays m the grace period if any of the principal is wl!hd and not reinvested at F!st'union. Withdrawal of Interest. Interest eamed during initial or subsequent term may be withdrawn without penalty or, the maturity dale bin the grace Period after the term when earned Additional Deposits. Additiona! deposits are not permitted during (he term of your account Interest Added to Principal. If the interest earned during the initial or subsequent term is not withdrawn on the maturity dale or within the grace period after the Perm when earned, it will be added to and made pan Of the principal amount. Partial Withdrawals. YOU are permitted to make partial withdrawals, S500 rninimum. during the initial or any subsequent renewal term of your account, as long as the minimum amount required to open air account of that type remains on deposit. The partial withdrawal will be subject to early withdrawal penalties and fees. Early Withdrawal Penalties. If you make withdrawals from or close your time deposit account before the maturity date, you will be subject to an early withdrawal fee. and a penalty as outlined below. 1 If any of the deposit is withdrawn before the initial or any subsequent maturity date, a penalty as shown below will be imposed on the amount withdrawn: Maturity Term Early Withdrawal Penalty 7 days thru 90 days All interest tic' would have be earned in the maturity period Florida Greater of. 30 days simple interest or all interest earned 91 days Uiru 364 days Amount equal to 90 dayssimple interest. 365 days and greater Amount equal to 180 days' simple interest. Y Withdrawals from lime deposit accounts will be permitted before maturity without an interest penalty as outlined in the previous paragraph 1 in the following Circumstances: (i) where requested• upon the death of any account owner, or hi) where requested, when the account owner is determined to ba legally incompetent by a court or other administrative body of competent jurisdiction; or (w) where a bank pays that portion of the account on which federal deposit insurance has been lost as the result of a merger of two or more federally insured banks in wnich the depositor previously maintained separate time deposit acCOunts, for a period of 1 vear after the date of the merger 15. INTEREST INFORMATION. Interest on Commercial Money Market Investment. Commercial Money Market Checking. Commercial Interest Checking, Client Fund Manager and Commercial Savings accounts will be Cormpounded and credited as delermined by the Bank Please refer to the Commercial Accounts Schedule of Fees for details on interest compounding and payment methods. Interest rates for the above accounts vary from hrrie to time, and the current interest rates are available in our branch Offices. YOur statement will also include the interest rate and the effective. annual percentage yield carried fir that statement period. 26. COMMERCIAL MONEY MARKET INVESTMENT. You will earn our current Commercial Money Market Investment interest rate if YOU maintain a daily Collected balance of the minimum amount Please refer to your Commercial Accounts SChedule of Fees to confirm threshold balances for earning higher rates of interest 27. INTERNAL MONEY MANAGEMENT ACCOUNTING. For regulatory and 'accounting purposes. your checking account will consist Of two "sub -accounts" on our books: 1; either a non-inlerest•bearinq (demand) aCCOuilt Or ar inleresf-bearing (NOW)sub-account. and 21 a money market Sub. account These sub -accounts are treated as a single account for statements and daily use of your account. Interest is not earned On either Sub -account for non-interesl- beanng checking accounts. On mleresi-bearing, Checking accounts the same interest rate may be paid on both sub accounts, and your periedir- statement will reflect a single blended annual Percentage yield (APY) earned.. Whenever your checking sub,accounl balance exceeds a threshold amnuni (which we "nay set and cnange at our discretion!. we may transfer funds above that arnount to the mcnev market sl,lll-account. As these funds are needed to pay items presented against your checking account we will transfer funds from the money market sub -account to the enecking sub -account. up to six times per statement month. It a sixth transfer is needed. tile. entire balance in the money market sub-aCCOunt will be tianslerred into the checking sub -account This process may be repeated each statement month This accounting process has no effect on the daily use of your account. on how checks are paid, or on how account activity appears on your periodic account statement, 28. POLICY FOR PAYMENT OF INTEREST ON COLLECTED BALANCES. Interest begins to accrue on interest bearing deposit act ousts no later than the business day we receive credit for the deposit of non -cash items deposited to your account We receive credit for checks drawn on other financial institutions based on the availability schedule established by the applicable branch of the Federal Reserve Bank and other correspondent banks. The balance in interest bearing deposit accounts for which we have received credit is called the collected balance Interest is paid on the collecled balance less reserves. i( applicable, we have on deposit with the Federal Reserve Bank, 29• COMMERCIAL SAVINGS. Your balance(s) will earn interest at our current Commercial Savings inleresf rate Please refer to your Commercial Accounts Schedule Of Fees to confirm tiers for earning higher rates of interest (may not be applicable in all states) 30. ACCOUNT LIMITATIONS. We are re,rtuired under federal regulation to relain thin right to ask for seven days• wr.tten notice before you withdraw money frorr, irlf following accounts Commercial Interest 17•kinq, Commerua! Money Market Checkinq, Commercal f Investment. Client F Manager and Commercial Savings accounts. Unles: tldferent instructions from us. ,you can make withdrawals by writing a check on I account, except on Comnic:rcial Savings accounts 31. COMMERCIAL MONEY MARKET INVESTMENT ACCOUNT LIMITATION make unlimited withdrawals in person from your Commercial Money Market Investn however, by federal regulation, you are not permitted to make more than six 1 transfers (including telephone transfers, automatic t(ansfers. Overdraft transfers. ; made by personal computer) each statement period. No more than three of the Iran made by draft or check to a third party If !his limitation is exceeded on a regular t required to convert your account 10 another account that permits unlimited c privileges. A lee will be imposed for items posted during a statement period in exc.e: (see the Commercial Accounts Schedule of Fees for the amount of the fee), We H the number of third party checks for your statement period based on the posted dat party checks. 32. COMMERCIAL SAVINGS ACCOUNT LIMITATIONS. You may make unlimited un person from your Commercial Savings Account however, under federal regulati not permitted to make more than six prea..uthonzed transfers (including telephor automatic transfers, Overdraft transfers. and transfers made by personal computer per month. If this limitation is exceeded on a regular basis, we are required t0 Close y and to open another account that permits unlimited check writing pnviiege.s With only be made by those persons authorized by previously submitted resolutions. 33. CLIENT FUND MANAGER. Your klaster account is a non interest bearing Che,',king account established in your name 10 Ink it 10 related Clienl accounts. acting as escrow agent or in any other fiduciary capacity witn respect to your Mastel Client accounts. Each Client account will be a separate interest bearing Cornme Market Investment ACCOLint or nor,, interest bearing Business Checking Account ope in the name of a party or parties to be, des gnated by you at the time these accounts You are required to provide us with the name anr. taxpaver identification number of whose name the Client account is being opened. Each deposit must of,. accomp deposit ticket which indicates your Clients name and account number. You Guth accept deposits for credit to Client accounts as designated by you. Withdrawals fro account can only be made by first transfernnr; funds to the Master account. 34 TRANSFER OF ACCOUNTS. Commercial Savings accounts and CDs are i however, you must obtain our prior written, Consent before making any assign assignment will become effective unlit we have documen!ed it in our records. 35. TELEPHONE ACCESS. You map access your accounts and perform mar services using a touch-tone tele,rione and personalized access codes Services n balance and transaction in,rorma;ion. transfers. step payments. interest information ma!ters where available. WIRE TRANSFER TERMS AND CONDITIONS If you wish to use Our wire transfer service. fhe following terms and conditions shall transactions for Our acceptance and processing of your oayment orders. Credits a requests. Unless olherwisr; defiried below. the terms used In this Acreement ahal. same meaning as set forth in Article 4.A of :he Uniform Commercial Code of the scat Your account or relationship is n.aintained. except South Carolina accounts will a; Carolina Article aA definitions and gnvemirr, ia� Authorization and Security Procedure. Vve have established rules and security p for you to initiate and recoive funds lrarisf,,r, tO or from your aCCOunt(s) which (eGuiremeni for you to sign a Finds Trar,sfe; Security anC Authorization-Schedu "Au;ho^nation Schedule"). which is incorperated riy referencc and made part Of this AI The Authorization Schedule contains me Procedures ("Security Procedures") which t wili use to process payment orders ini!r;eC by you AddiWnal Call back procedure uh!ized by You as described on Schedule F, w!liCh is incorporated by reference and ma this Agreement upon your execution thereoi YOu agree Ihat those Security Prose+ commercially reasonabie in ligh! n! your circumstances and the type, value and frequei payment orders you will request You also agree I0 koep the Ser..urity PrOCeIJUre5 cr and not to disclose the Security Procedures tc anyone except the persons whom authorized 10 make transfer re ues!s on your behalf ("Auilrionzed Representalwes"). any of your Authorized Representatives have reason to bolieve that a Security Proce( have been learned by an unaulhonzed person, you agree to notify the Bank immedia!i telephone number indicated in the AuthOrization Schedule. If a payment order (c request! is received by us iri accordance with yuur Security Procedure it snap be Cor deemed authentic and we shaC be entitle:; to rely thereon. You are responsible for the of fine initial communication of the payment order as well as the accuracy of any docur, or tailback of the payment order made by us. You. for yourself and each of your Ai Representatives. agree that we, in our sole discretion. may record telephone corivi between us. Execution of Payment Orders, If we receivo a payrnen! order which has been according tO our Security Procedures. you aulhQrjze and direct us to debit your accot listed On the Authorization Schedule and transfer the funds. We are also w0c implement any instructions, including amendments or cancellations or prior pavrnent Upon verification of such ins(ruchens We are aulhorized to rely cn any payment order by us in good faith to have been gwen by an Authorized Represeritabve We may pavmenl orders received from you rand o!hr:r Customers in .any order selected by us arc othcrwvise insiruraed by you we may arse any means, inlPrrnc:diaries or funds transfer which rnav have operating ruffles Orlvernlnn !r - Pxprnhnn M n:4w-T wru nrrlpr in r•ffpri the Cut Of; Tune;. All payment orders must be received ri Is before the cut-off time for funds transfers or, a business day established ay us from tirne e Any payment orders or related requests received after such deadlines, or on weekends, 1.,,,Jays for us or the bank or institution to receive the lransfr:r, or the funds transfer system to be used. will be treated as received on Our next funds transfer business day We. will make efforts to execute all payment orders received prior to the deadline Advice of Funds Transfers. Aftc, ,.,,ccutiny cach payment order, we will use our best efforts to mail to you a confirmation of such payment order al your address indicated on our records. You agree to examine the confirmation promptly upon receipt and to notify us immedialeiv of any discrepancies between the confirmat.on and your records. We shall not be liable for interest compensation• unless we are notified of the discrepancy within thirty days Who the dale of your receipt of the confirmation or your bank statement indicating the debit for the payment order in question, whichever Is earlier You agree that your right to assen a claim against us wilri respect to any transaction reasonably identified on a statement shall expire within one year of your receipt of that statement, and that if you have elected not to receive a statement, such right shall expire within one year of receipt of the transaction advice which reasonably identified the transaction. Limitation of Liability and Indemnification. You expressly agree that we shall be liable to you only for our rm9f;gert performance or non-performance of the service provided pursuant to the Agreement, and that our responsibility shall be limited to the exercise of reasonable and ordinary care. We shall not be liable for any errors or delay on the part of any third party, including without limitation, third parties used by us in executing a payment order or performing a related III du? to any cause other char our own failure to exercise reasonable and ordinary care, and no such third party shall he deemed to be our agent. We shali not be table for our refusal t0 honor any request if we in good faith are unable to satisfy ourselves that such request is valid, based upon our adherence to the Security Procedures. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL. INDIRECT, OR CONSEQUENTIAL DAMAGES. EXCEPT AS MAY BE OTHERWISE PROVIDED BY LAW EVEN IF WE SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE Except as may be limited by applicable law, you agree to mdemnifv us and hold us harmless (.including the payment of reasonable attorneys' fees) against all liability to third parties arising out of or in connection with the terms and conditions of this Agreement of the services provided he, or otherwise pursuant to your instructions Use of Identifying Numbers, When a payment ar payment order identifies a beneficiary. beneficiary's bank or Inlermediary bank inconsistently by name and an identifying number such as all account number, SAN,I F.T address or universal identification number, payment may be made by the intermediary or beneficiary bank on the basis of the identifying number even if the igenldying number identifies a person or entity different from the named person Or entity in your payment order and that your obiidation to pay the payment order shall not be excused by your error We will rely on the iderady,ng number as proper identification of a beneficiary. Interest Compensation, In the event that we shall be liable to you for interest compensation under this Agreement or by applicabie law, interest shall be Calculated on the basis of the average Federal Funds rate for the period involved. You agree mat we may, at our sole option, Pay interest Compensation as follows. (1) by lump sum payment of Cash, or (2) by providing a credit to your account with us. International Payments. Orders for fire transfer of U S. Dollars shall be paid in U S. dollars if transferred to a beneficiary located in the Unified States. If transferred to a beneficiary located in A foreign country, the beneficiary's bank may elect to pay the beneficiary in foreign currency at the bank's buying rate of exchange for wire transfers II is your responsibility to advise the beneficiary of this possibility We may send any message relative to this order in explicit lanijuage, code or cipher. Foreign currency transfer orders are fina! when made to us. However. pursuant to tr e' request of Ire o6,;irator. and. if possible. we may'; rice/ or amend any order before the transler is made. We shall incur no liability if we are unable, for any reason, to cancel or amend an order. Refunds of U.S. Dollar orders shall Oe in the U S Dollar amount. Refunds of foreign currency orders shall be in the amount of U S. Dollars that can be bought for file foreign currency amo;m; at our then current rate of exchange. The originator bears.all risk of loss due to fluctuation in the rase of exchange. No transfer fee shall be refunded. ACH TERMS AND CONDITIONS It you wish to use our ACH service, the following terms and conditions shall govern all transactions arising out of (Ills service, Services. The ACH services to be performed by us and in accordance with the rules of the National Automated Clearing House Association (`NACHA*') (hereinafter the "RUIeS") as such Rules are amended Iron) time to time include the transmission of electronic credit and/or debit entries (hereinafter "Entries") initiated by you and processed through us from your demand depository accounts with us (the "Accounts") to accounts maintained with us and a( other banks and financial institutions by means of NACHA in conjunction with (tie Federal Reserve Bank (the "Services"), and we will act as an Originating Depository Financial Institution as defined In the Rules with respect to such Entries. Capitalized terms in Ini s Service Description, unless otherwise defined, will have the meaning given in the adoption of Article 4A of the Uniform Commercial Code in the state in which your account or relationship is maintained, except South Carolina accounts will apply North Carolina Article 4A diefinilions and governing law Rules and Verification &' r ntr,es. You agree we will transmit Entries by means of IN Reserve Bank in actori w,th the Rules. You agree that we are not required to ve information but instead m,y, rely that the information furnished by you is authentic, acc: conforms 10 the Rules Office of Foreign Assets Control (OFAC). The ACH system may not be used Ic transactions in violation of OFAC sanctions. At a minimum, illicit transactions will be b rejected and originators could face penalties. Prenotification, It required by the Rules, you agree to provide us with NACHA p Prenotification information for all. Entries that Company intends to initiate, within the ti prescribed in the Rules. Cancellation, Amendment and Rejection of Entries. 1. Cancellation and Amendment. You will have no right to the amendment, canoe stop payment of an Entry after its receipt by us. However, we will use reasonable act on such a request by you prior to transmittal to the ACH to the extent provided Seven of the Rules, orin the case of an Entry for transmittal to an account mainta us ("On -Us Entry"). prior to crediting or debiting the On -Us account, but we will liability if such amendments, cancellations or slop payments are not notwithstanding, limely receipt of the amendment, cancellation or stop payment reou Z. Rejection By Bank. We will have the right to reject any Entry and may at o reject an Entry which is in excess of the collected balance in the Account($) We you by telephone or electronic transmission of such rejection no later than (he busi Such Entry would Otherwise have been transmitted by us to the ACH. We will liability to you by reason of the rejection of any Entry or the fact that such notice is at an earlier time than that provided for herein. 3. Rejection by ACH. We reserve the right to place a limit on aggregate transfers Out Of any account which might result in a negative collected balance in the accoi overdraft occurring in the account. In the event any Entry is rejected by the ACF reason whatsoevet. it z ill be your responsibility to remake such Entry; provided. I that we can remake any Entry where the rejection by the ACH was due to a discre the Entry by us and sufficient data is available to us to permit a remake of such Entry 4. Unauthorized ACH Transactions If you receive an unauthorized transaction I your account, you have until 2 o'clock PM of the banking day after the item was I notify us to return the item as unauthorized We will not be able to return the item time without the cooperation and agreement of the originating bank and the o company, Any other action must be conducted between you and the ondinstc transaction. Retention of Information and Authorizations. You will retain and provide us. upon re information necessary to remake any Entry for three (3) days alter midnight of the Effec of an Entry. For the purposes of these Terms and Conditions, the "Effective Dale" is IN offsetting Entry is to post to the Accounts, as stated in your Instructions. You will original or copy of each authorzaicn for sic (6) years after the date of termination or re of such authorization. Inconsistency of Name and Account Number. You acknowledge and agree that if describes the Beneficiary Rece.i�er of the Entry inconsistently by name and account payment of the Entry transmtteci by us fray be made on the basis of the account numm the identifying number ider.tif":es a person or entity different from the named Beneficiary' and trial your obligation to us for the arnount Of the Entry is not excused in such circum; your error, Security Procedures. 1. Agreement to Security Procedures. You and we acknowledge that as par Instructions for the Services. we have each agreed to security procedures, ht "Security Procedures'. which we will each use to verify that Entries are correct anc are those of Company, You agree that such Security Procedures are Com Reasonable in tight of your circumstances and the type, value and frequency of th you will initiate. 2. Security Procedures. For Electronic Data Transmission of ACH Entry file($) to t and for Electronic Data Transmission of ACH files to us from you where we are retry file($), you agree to utilize security procedures provided by us and you further agrer security provided is Commercially Reasonable data security. If our transmission, accepts the ida(s) or it successfully retrieves the file(s) based on this security and I are in ACH system readable format, you agree that acceptance shall occur and process the file($) If you opt for tape delivery of ACH fife($), you must complete Atl A - Security Procedures Tape Delivery which is incorporated in these Terms and C by reference. 3. Confidentiality of Security Procedures. You agree to keep the Security Pr( confidential and not to disclose the Security Procedures to anyone except A Representatives If you or any of your Authorized Representatives have reason If that the Security Procedures may have been learned or are known by an unal person, you agree to notify our Cash Management Technical Services area imrnedia Services Performed. You will give us Instructions detailing the services to be performed with 4, Modification of Security Procedures. All modifications and additions to the rE,gerd to the initiation, acceptance, retention and transmission of Entries, transfer of funds, Procedures or list of Authorized Representatives must be in s a ny, except it ,you re accounts to be utilized as Authorized Accounts; and the disposition of information regarding the by oral instructions to delete a name of Representatives Authorized Representative, m whu:u re Services performed. When accepted by us, your Instructions are hereby incgrpgreted by et agree to send Bank immediate written confirmation of such deh. Pion. r�fe.renCe as though fully set lonh herein Such Instructions may be, changed from time to time by you uporl natife! to And am-eplance. by us without 0sturhing IN,. validfiy of these, Terms and Conditions. R(turncd Entries. You will use reasonable means to notiP• -s of the receipt of a returned Entry We will have no obligation Io re-Iransmit a returned Entr 3Ss we have agreed otherwise it writing. We will credit the Accounts) for any amoun; rece,.ad by us by reason of the return of any Entry transmitted by us for which we. have previously received payment from you. On -Us Entries. Except as provided in the Rules and these Terms and Conditions, in the case of an On -Us Entry received by us for transmittal, we will credit the Beneficiary/Receiver's account in IhC amount of such Entry on vL,e Effpctive Date contained IF, such Flury provided the requirements of your Instructions and Security Procedures are met. If any such requirements are not met, we will use reasonable efforts to Credit the Beneficiary/Receiver's account in the amount of such Entry on the next business day following such Effective Dale, Provisional Payment. Payment of an Entry by the Beneficiary/Receiver's bank to the Receiver/Berieficiary will be provisional until receipt by the Beneficiary/Receiver's bank of final settlement for such Entry. You specifically acknowledge that you have received notice of such settlement rule and the fact that, if Such Settlemenl is to be received, the Beneficiary/Receiver's bank will be entitled to a refund from the Receiver/Beneficiary or the amount credited, and you will not be deemed to nave paid the ReceivedBeneficiary the amount of the Entry. Collected Funds. 1. Credit Entries. If you are initiating Credit Entries, you will provide good collected funds in the Accounts to cover any Credit Entry initiated by us no later than 2 PM on the Effective Date applicable thereto, For the purposes of these Terms and Conditions, "good collected funds" are defined as Federal Reserve funds subject to immediate withdrawal. 2. Debit Entries, If you are initiating Debit Entries, you will receive immediately available funds in the Accounts for any Debit Entry initiated by you on the Effective Date applicable thereto or the next banking day after receipt of the Debit Entry information from us, whichever is greater. You will promptly provide good collected funds into the affected Account to indemnify us if any Debit Entry is rejected after we have permitted you to withdraw good collected funds in the amount thereof or if any adjustment memorandum that relates to any such Entry is received by us. Authorization warranty. With respect to each Entry submitted you warrant to us that. 1. Authorized. Where required, the employee or other person or entity to whom such Entry pertains has authorized such Entry in writing prior to the submission thereof to us and such authorization is effective at the time of delivery or transmittal of such Entry and will so remain until acceptance of the Entry by the Beneficiary'Receiver's bank, 2. Evidence, You will maintain written evidence of such authOrizations in accordance with all applicable laws, rules and regulations and will furnish us with a copy if requested by us, and 3. Accurate. The Entry is accurate. in proper form, timely and conforms to all obligations owed by you to the applicable Receiver/Beneficiary 36. LEGAL PROCESS AGAINST ACCOUNT. If legal action Such as a tax levy, attachment, garnishmenteiC is brought against your account, we may refuse to pay out any money from Your account until the dispute is resolved. If your account is attached, garnished or otherwise subject to levy by lawful legal action, we. will not be liable to you for any sums we may be required to pav because of such attachment. garnishment or other levy, even if paying the money from your account leaves insufficient funds to pay a check you have written. If we incur any expenses. mauling without limitation. reasonable attornevs' fees, in responding to an attachment. garnishment of other levy which are nor otherwise reimbursed, we may charge such expenses to your account without prior notice to you. Any garnishment or other levy against ,your account is sub)edt to our rich( of setoff and security interest. 37. OTHER ADVERSE CLAIMS. If we receive notice of an actual of potential adverse claim to Your account or the funds in your acc.Ounl, we may at our discretion refuse to pay out any money from your account for a reasonable period of time after receipt of notice of the actual or potential claim. Although we reserve the right to refuse to pay out any money from your account if we have received notice or an actual or potential claim. we are not required to recognize any adverse claim finless (a) the claimant provides us with an acceptable bond indemnifying us against any ano all liabilities losses, damages. Costs and expenses that we might incur in connection with payment of the adverse claim and any resulting dishonored Checks or other items or (b) the claimant has obtained an order requiring us to recognize the adverse claim from a court of competent jurisdiction. 38. DISPUTES INVOLVING THE ACCOUNT. You agree to reimburse us for any loss. costs or expenses, including. without limitation, reasonable attorneys' fees and the costs of litigation to the extent permuted by law, that we incur as a result of any dispute involving your account, and you authorize us to deduct any Such toss, costs, or expenses from your account without prior notice to you This obligation includes disputes between US involving the account and situations where we become involved in disputes between you and an authorized signor, another joint owner, or a third party claiming an interest in the account. It also includes situations where you. an authorized signor, another joint owner, or a third party takes action with respect to the account that causes us, in good faith, to seek the advice of counsel, whether or not we actually become involved in a dispute 39, CHANGING THIS AGREEMENT. We can change the rules for any of the accounts described In this Agreement at any time We, will notify you within a reasonable time before the change will take effect if the change is not in your favor. However, interest rate changes are effective when'posted in Our branch offices and do not require prior notice. 40. CUSTOMER'S WAIVER OF NOTICE. By signing the Signature Card, you waive any notice of non-payment, dishonor or protest regarding anv items Credited to or charged against ycur deposit account. For example, If a check which you deposited is dishonored and returned to us. we are nut required to notify you of the dishonor. 41. WAIVER OF RIGHT' BY THE BANK. We reserve the right to waive the enft any Of the terms of this !ment with respect to any transaction or series of transa such waiver will not affect our right to enforce any of our rights with respect to other ct to enforce any of our rights with respect to later transactions with you and is not modify the terms and conditions of this Agreement, 42. INVALIDITY OF CONTRACT PROVISIONS. In the event any one or more of tht of this Agreement shall for any reason, including under any applicable statute or rul( held to be invalid, illegal or unenforceable, the remaining provisions of this Agret remain In full force and effect. 43. FORCE MAJEURE. You agree we shall have no responsibility or liability lu you Party for failure or delay in our performance under this Agreement or for any Ids causes or conditions, including, without limitation, delays and/or Interruptions of busir acts of God, natural disasters, fire, acts of government authority, acts of public enei riots, civil disturbances. insurrections, labor difficulties. power failure, telecommunicalii severe adverse weather conditions or other causes bevond our reasonable control. any, required for such performance under this Agreement shall be automatically exten the period of such delay or interruption. 44. APPLICABLE LAW. These rules and regulations will be governed by the law c where your account is opened. If there is any conflict between the rules and regul applicable federal or state law, the rules and regulations will be considered than( extent necessary tO comply with the law. If any provision of these rules and reg declared to be invalid, unenforceable or illegal, that pan will not affect the validity pl provisions. 45. ARBITRATION OF DISPUTES. If either you or we have any unresolvable dispu concerning your account, upon demand of either of us it will be decided by binding under the expedited procedures of the Commercial Financial Disputes Arbitration Rr American Arbitration Association (AAA) and Title 9 of the United States Code. hearings will be held in the city where the dispute occurred or where mutually agreed single arbitrator will be appointed by the AAA and will be a retired judge or altc experience or knowledge in banking transactions. The arbitrator will award the Filing f, and arbitrator fees to the prevailing party, and a judgment may be entered upon the any court of competent jurisdiction. 46. ENTIRE AGREEMENT, This Agreement and the documents to which it refers don. entire agreement and understanding and supersede all prior agreements and unders This Agreement may not be changed orally. EXTRACT FROM THE BY-LAWS ()F FIRST UNION NATIONAL., BANK Section 8.2 Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, notices, applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association lay the Chairman of the Board, the Vice Chairman of the Board, any Chairman or Vice Chairman, the President, any "Vice President or Assistant Vice President, the Secretary or• anv Assistant Secretary, the Cashier or Treasurer or any Assistant Cashier or Assistant Treasurer, or any officer holding; similar- or equivalent titles to the above in any regions, divisions or functional units of the Association, or, if in connection with the exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer or Assistant Trust Officer- (or equivalent titles); provided, however, that where required, airy such instrument shall be attested by one of said officers other than the officer executing such instrument. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other inanner and by such other officers as the i.ioard of Directors may front time to time direct. The provisions of this Section 8.2 are supplementary to any other provision of these 13y-laws. I IIFREBY C E-'RTiFY THAT the foregoing is a true and complete extract from the By - Laws of First Onion National Bank, a national banking association, now in full force and effect; and that the following person has been duly appointed and now hr.,lcls the office designated; and that tile. signature set opposite their name is their genuine signature. r / f�M l I'- `iilMIL VICC I- resident IN NN'TYN1'SS WHI RE'017, I have hereunto subscribed my name and affixed the seal of said Association on May 10, 2001. Assistant Secretary CSE ALL I, I.11_ti('. 3"o , I ambest.com •� I / + All r • R rti gB_ Analysis j • News publicstirns • ° • :w • Producto d SanL s tt KOILT911► .' .RATING I .► ► ►, • Insurance Information '+ r►Ab�utA•M.139rt Q[+ L1r derwriters a_ _..'+ r, S London J L as Riltan SEARCH`► Enter Company Nam a Member of Lloyds of London or A.M. Best Number A.M. Best #: 00565 NAIC #: 15792 View a list of group members or the�c ro's rating Best's Ratite Search Options gv BE A (Excellent)*More 4; Financial Size Cateciory Where rxotikrtt,,=;. XV (s2 bilbillon or mare) y in the world 'is A.M. It 2ST7 *Ratings as of 611812001 4:25:30 PM E.S. Find our locations Click for a free Best's Insurer Profile on this company, or purchase the complete Best'. _C Mpany Report for in-depth analysis. . What aa:9+' you think Send us your coienmants Rating Category (Excellent): Assigned la companies which have, on balance, excellent financial strength. operaling performance and market profile when compared to the standards established by the A,M. Best am an hese cam anies, !i oDUf m0 nlrllOna pref(eC Atcessin the pages g - ations p.�•�• .'_�..... _.� �_ —heir y obligations to poaicyholders. �� t S Ra S b�Sedbil0ntea eCOR11r ongoing Ve .�_. �.._......._ .- prt7hensi ntitative an co embesl,com constitutes the user's agreement to qualitative evaluation of a company s finanaal strength, operating performance an market prgfile. These ratin s are npt a warranty of an insurer's g our terms of use; information current or future abilit to meet its cpntractual obligations. (Best's Ratings are proprietary and may not b collected reproduced without permission from A-M, Best,) via this Web site is protected by our privacy.statement; Comments or concerns The rating symbols "A++". "A+", "A", "A_" `B-f.,, and "B+ are registered Certification marks of the A.M. Best should be directed to Company, Inc, Our custoservice group; romer r"other matters melee to our Best's Security Icons are awarded to Secure rated (A++, A+, A, A-, B++ B+ contact us paye. companies. This special emblem displays their ratingand category (Superior, Excellent or Very Good), helping you discern dustry leaders at a Insurance glance. Companie interested in placing a Best's Security Icon on their web site are required to registe online. No art C ply J_gh Y ._...-- y ... _..__�.. __...C�.,• right ©2pQ1 b A.M. Best �omp�ny�Inc.�LL p report may be distributed in an electronic form or by any means, or stored in a database or retrieval system, without the prior written permission of the A.M. nest Company. Refer to our terms of use for additional details. Lynda Flurry COMPANY: ACQffD DATE tVMjDDfyy) CERTIFICATEOFIIA.1 . .. ... BILITY i i NSU.RANCE -2 PRODUCER PAGE VICIF 1 S.JUN-2001 1 THIS CERTIFICATE 19 ISSUED AS A Willis Service Center MAMA OF TN-PORMATJON 26 Century Boulevard ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OF, Nashville TN 37214 ALTER THE COVERAGE AFFORDED BY THE POLICIES BE (877)945-7378 -L OW, COMPANIES AFFORDING COVERAGE 447Uf-QQ2 (CHAR) COMPANY St. Paul Fire & Marine Insurance Company A INsuneO COMPANY First Union Corporation B Two First Union Center COMPANY 301 South Tryon Street C Charlotte NC 28288.1132 C()MPANY COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN I , SSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 16 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAICLAIMS. 1) CM TYPE OFINSURANCF POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION POLICY �DATE (WMMtDDNY) DATE (MMIDI)IYY) LIMITS EXPIRATION POLICY 1A (MI/I A GENERAL LIABILITY K00605653 01- 01-MAR-2004 GENERAL AGGRECA% S 5.000,0( X CCMMER(,-AL GENERAL LABIL17 Y F—%el PRCOUCTZ-L4��rP A�On S 5.000,011 CLAIMS NFAO�! I ^ I occip ?EFASCNAI ADVINJURY $ 1,000.0c NER A' - AG R u -T E A' - EACH OCCL NCE $ 1 000. 0C . 7 _ �—Oe A" HE 0 M C; r:HE DAMAGE A-q onefira) S 1 000. 010 tC Verldo VED EXFrAivanez&-tcn) $ AUTOMM-ILE LIABILITY AN Y A -'I 0 COMBINIM-0 SNOI-E LIMIT S evieW �W%_ Date of Re iew: 'k- OW% ED A- 10- A-TCC table 5ICK)ILY INJURY $ t4 E L) ALJ I C�S acceptable NM -OWNED ALTO[:Not Acceptable 0C7IL Y INJJP Y $ (Note Def icie des Below) IFOF Accident) . GARAGE LIABILITY �-ROPERTY DAMAritt $ AUTO LY - EA ACODENT S ANY A,,TC) _E� --- — T", A_'T0M'_y ed Signature ! ACCCENT S Lk!C'"'SS LIABILITY I-- ACH OC $ AOGFIEGATt �01-il THAI �11-IELLA ErrM WORKtRSCOMPENSATIC)" AND jwcsfAT­ QIH- EMPLOYERS'UABILITY ---I I -Lr)I'4 Y Lj M Ir I go 1`11k PROPRIETOR/ EL i:- ACH ACO DENT $ 1A4TNEP�1XF(--UTiw INCL QP�ICE AS AR�� _LL_DISEA�-X-POjCYLjM)T `xQ 7� LLDISZ-!:%-MA. VPLOY�--. 0iiscnviiom OF OPEFIA-nON!ift,OCATnCMWVEMIC-LES/SPECIAL HEMS SEE ATTACHED CERT11FICATE HOLDER CEL SHOU11 A UL LD SHOULD ANY CIP 'ME ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City of Tamarac E ", EXPIRATION N EXPIRATION DATE THEREOF, THE ISSUING COMPANY WLL ENDEAVOR To MAIL Finance Dept., purchnsing 30 D - DAYS WRITTEN NOTICE TO THE CERTIFICATE "OLDER K AMED TO THE LEFT, 7525 N.W. 88th Avenue BUT FAILURE To MAIL SUCH NOTICE SMALL IMPOSE NO OBLIGATION OR LIABILITY Tamarac FL 33321-2401 ANY KIND UPON THE COMPANY.,JTS AGENTS OR REPRESENTATIVES. TH N12EQ PRESENTY* ! LCCRD 25 ' 0-CORD ICORPORAT)ON1988 JIJN-09-00 12 : q O FROM CORPORATE RISK MGMT I D , 710n 3e3 6SS4 PAGE r�►u't� i s .. C*3MFICATE OF- INSi1PMM 8 h June 2000 t;SrJE DAT C (K+Mt7piYt � . _ _. PROOUCXR 13MI50 .T lrt ited TIC CE,RTW CATE IS CEO A.S A J6-r r-,R OF IKFOtt�OKLY AND CDHF�.-TS NO RlGKM UPON THE CERnACATF "OLDER- THS CMrfjGYE WC-S HOT AMEND. I iMmories H&use EXTEND OR ALTCR TfjE cave AFFOR41M BY TM PoLi M acLow 2-5 .Mnorics London EG3N 1BI COMPANIES AFFORDING COVERAGE A -Underwriters at Uoyd's plus various `°c'LAaTm -......Fctt<rrnatiortal Lutarance Companies„ First Union Corporation Capital Markets Group one First Union Plaza LErrm o Charlotte _ ....w.. .. ;:- _„Q I North Carolina 28288 E ' :r t..rl T'I1f;5 IS TO C RM STA TNT ra ANY RE OF I11St1R/WC Tr LLSTM !3e(Ow 1iAYE titer, rsstlt� � 1Tic uvSURED NAM ABDviM R Pat»o �R1QC7 iNOtt`aT>=t7. NOTVY1Tf1$TANOtNG ANY REOift1 (ENT. �t OR COt� VnVN qp mY cQN7"17ACT CR OT}tS� DOCLt�IFaIT WITH �� TO VYi1tCH $= CERTIFICATE MAY 9F tSb�ttwp OR MAY P itTAW, TIC IN$t)pAl AFF4SiCED BY THE POLIGteS Do$ t$ ►tt IN IS SaIUJ C;' TO ALL T►eE YH`RHIS E r-LU IONS ANO 0*"0fMFt& Of: SUCH POL=EF- LJMrM S7fOWK MAY HAVE BEEN FtFJ7LI= ay PAICI CCr11Y5 Try (W POLIcr >Vttmmm FOUCY expMAVION twrovnr7 0QCO^UEXVM . uwerS +N T+�Dsss swos - - I uara ttY ?AWUaSca-ronS AC"ew7r; s ccwTAAcToms r••or, N/A -r tE ,•u rc;" OM Itrrl s f .ny 9" AIYY ^Lao %mox : ALL 7WPOW ALff%;a . `,y00./Y I 3C"EMA= AUTO& N/A W"Y : I S aCpttr � 000"WKr0 miros V%A,AY r I I 7A"A(4C 2 I N/A. crrHER r*&N LWRXRJ A wCfFtOt"S CAWRJa4T1QM Afro QMtArl7t�" Ltwa✓aiS7 N/A investment Banking 03/26/00 Professional Uability nrr�t..7tawyc.ocr► rre�i: � Imo+ .•e4'nrx+r4 I 03/26/03 S30,000,000 (not: irt thousands)' ----- — .... City of tamm-ac • SNOULO —T OF THF- ABOVE Dt'_SQ%jWa POUCWS Be C^NCEr L eD aEFORIF TW �" ExP+rcA.]r QA—e T�jEl OF. »,� L.wtmG oumpANY Wif. F.�l ocAvos Flo Attn: LCdCU1C WilliamswuL bDAY3 v4C MN NyC aTE TO Tne cgRr&1grATC HOLDF-H crw�m ro rnE 7525 N.W. 88"' r Avernle L�r_ err FAILUW ra �L SWCM VOTTCE -w t�taasc Ira OBLI3AT7q[a OR Tamarac LLAaMMY OF ly HO uPem n-w CCuPANr, rrs Aar-vT'S Oft fi cmTATmc,-, Florida 3332I t+rr..r�.mao.�d ar,.,r — U.S.A_ owcofto coRPoFm-ncN ilea 'O:Attn: Lynda Flurry COMP,,NY: Willis GERTI!F rW1s c�RTl�lc 1 MULUFtH. THIS CE TIFICAT D( INSURED A-M ,0 n10 AMEND, E) 9891 First Union Corporation Two First Union Center 301 South Tryon Street Charlotte NC 76288-1132 —. ISSUE DATE IMM/DD/YYI SUR�ANCE , PAGE aF 2 ,BJUN 200, OR ALTER T E OVERAGE A FO RDE� 8Y TWE POLICIES THE 6EL0 PRODUCER Willis Service Center 26 Century Boulevard Nashville TN 37214 (877) 945-7378 COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED SELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIC INDICATED, NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUELIECT TO ALL THE TERMI EXCLUSIONS AND CDNDITIONS OF SUCH POLICIES LIMITS MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICYEFFECTIVE POLICYEXPIRATION^ TYPE OFINSURANCE POLICY NUMBER DA MM p BATE M 7p V LIMITS DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS REF: RFP No- 01-11R It is agreed and understood that the City of Tamarac is included as an Additional Protected Person under General Liability as required by written contract_ n.nrlcAr HOLD City of Ta/narac Finance Dept., Purchasing 7525 N,W. 88th Avonue Tamarac FL 33321-2401 :ClIINC�CIJl71(yN . SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPINATION DATE THEREOF, THE ISSUING COMPANY WILL ENVEAVOR TO MAIL '10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGA'nON OR LIABILITY ANY KIND UPON THE COMPANY 1 AGENTS OR 1EPREIEN7AnVES. U RIZED EPRESEN'IA)Wff WILLIS 25W1 (>i NL1A8 . .. . . CD WILLIS 1995 ambest.com e Rahn AnalysL e Mew Publications -, , • Products S Sarvice3 9• Insure Intotmabon • About A-M.Sent W, f 8 „ St. -i Iurarice....._ .., ; IUI Fire& IVns Rating SEARCH Cc EmerCompany Name Member of St Paul Companies OrA.ld. 9e111 Number A.M. Best #: 85306 View a list of grouP_.members or the grow 's rating Ga: Best's Rating More search Options �`f ; A BE T A+ (Superior)" M Financial ciSize FinanSize_CategorV sr or; .. XV n Or more) Ili'Nwhere a in the world is N.M. NIF*'1"? 'Ratings as of 6/1812001 4:46:33 PM E,S.T. Find our locations Click for a free Best's Insurer Profile on this company, xy What d �eport or purchase the complete Best's Copany R _ mfor ire -depth analysis. YW w4"'�v Send us your means Rating Category (Superior): Assigned to companies which have, on balance, superior financial strength, operating performance and market profile when compared to the standards established by the A.M- Best Company, These companies, in our opinion, have a very strong ability to meet their on oin_obli obligations to of � p� ongoingpolicyholders, g.based'—on A essing.the Recessing the pages pry T.y. - Bests F�attn ...—.,<.-W---... gs reflect our opinion based on a com rg � 9 e lerislve uantitative an q constitutes the user's agreement to qualitative q e evaluation of a company's financial strength, operating performance an market profile. These ratings are not a warranty of an insurer's our terms of use; h7rorrr,ation current or future abilit to meet its contractual obligations. (Best's Ratings are proprietary and may not b collected' reproduced without permission from A.M. Best") via this Web site is protected by our privacy statement; Comments or concerns should be directed tG The rating symbols "A++^, "A+^, ^A••. „A ., "13+ and "B+" are registered certification marks of the A.M. Best Company, Inc. our customer service group; For other matters refer to our Best's Security Icons are awarded to Secure rated (A++, A+, A, A-, 8++, g+ �ontact_us page. companies- This special emblem displays their ratingand category (Superior, Excellent or VeryGaod helping ) p g you discern industry leaders at a Insurance glance. Companie interested in placing a Best's Security Icon on their web online. site are required to registe part O 2001 by A. electrvni p y y — �_.. 0 TB eat C.om an .,Inc. ALL f ITT S R S RV p No art or this report may be distributed in arty .. is form or b any means, or stored in a database or retries system, without the prior written permission of the A,M. Best Company. Refer to our terms" or use for additional details MARSH USA INC. CERTIFICATE CERTIFICATE BER OF INSURANCE ATL-00050993-0 ATL-U00509693-00 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGF PRODUCER MARSH 100 N. TRYON STREET, SUITE 3200 CHARLOTTE, NC 28202 AFFORDED BY THE POLICIES DESCRIBED HEREIN. Wj F,AX;?04j376.0401 CA NON-RESIDENT #0622889 COMPANIES A..... NGNG C —....— .._...._.......NIES._..FFOR AFFORDING � COMPANY A PACIFIC EMPLOYERS INSURANCE COMPANY I Z' INSURED COMPANY WACHOVIA CORPORATION B INCLUDES FIRST UNION CORPORATION ....._... ... ...... TWO FIRST UNION CENTER- T4 COMPANY 301 SOUTH TRYON STREET C CHARLOTTE. NC: 28288-0980 .-�._......__,.___....._.._ ... __�_ COMPANY D COVERAGES This certificate supersedes and replaces any previously issued certificate for the policy period noted below, THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVEi BEEN ISSUED 10 THE INSURED NAMED HEREIN POR '11-IE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, T OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH TIME Cti,IiTIF $CA fI,i MAYBE ISSUED OR MAY PERTAIN. THE INSLIRAN(':E, Arl''OROFO BY THE POLICIES DESCRInk.-D HEREIN IS SUBJECT TO At L THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICHr S. LIMITS SHOWN MAY HAVE OEFN HEDUCED BY PAID CLAIMS .......,.....�_. _............ __.............. ...---....._...._�...r Co POLICY NUMBFR ..._. 1DAT'E 1 EFFECIYVE I POLICY CO I OLICY EFrECTIVL POLICY EXPIRATION ( LIMITS 1 LIRTYPE OF INSURANCE 1F: (MMIDOTIY) GENERAL, IIABILITY G? cNEF(AL AGGREGATE $ I G9MMrRCaAL CLAIM`MADE ��OCCUR I GENERIABILITY•.,1. OWNIA?' S 3 C,ONTRAGTOR'S PROT ,• . �i���✓ J2*c" of rlt v;ew. . _ /] PRODUCTS COMP/OP VO'( VfSCNAL 8 ANJURv.. EACH OC:CLIRkF,NCE 15 FIRE DAMAGtr.(Any metire) $ ...f.. .-..__ $ EP (An Inc. rrsnn) I AUTOMOBILE LIABILITY ANY AUrO ALL DwNED AUTos I SCHE I1110 ) AUTOS NON-OWNEi)AU705 ^ Not Acceptable (Note Deficiencies 00 � / .. I �^ _ LC0LMB1'NFal LF LIMIT D�NG ........_... hUDII Y INJURY BODILY Pr..r5nn) DILY INJURY enl) $ ---~---- $(Pe. 1. .....,,,.._._ PROPERT'YDAMAGE i....... ____._.._W_, Authorized Signature j $ y = GARAGr, LIABILITY �-,j. AUTO ON LV - EA � �l __.._.. ANY All 1 O LAN ALIACCIDFY.T� OTHER Th , „-� TO ONI,,,,,, AGGREGATE- EXCESS LIABILITY r EACFIOC_CURRFNCF: .. r-n I I LIMfiRI'LI.A FORM GCREGA'fF .....� .........�......... .. ..,..... 71 OTHER THAN UMBRELLA FORM I . WORKERS COMPENSATION AND �ILITY WLR C43124341 A/O STATES INCL STOP CAP/ND,OH,WA,WV, ] ISCF C2 YL Ci/C1/C3 I WC SLAT LI- I ) Hj 1 Elz I s _. --- EL EAI L CH AC I01 3 50U,001 THE PRC, WRsr?T(A INCL PARTNER}JG:XLCUTIVE- OFrICF.RS Alzl.:: EXCL. C43124389 MA,WI I 02/01/02 02/01/03 EASFuMI ICY L E• IS- „ -'PACT -IMII O .. _...— El.. DQEA$L-EACH I MPLOYEE1 S 500,001 _____........ .... . 500,001 (OTHER THANK YOU DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLESlSPECIAL ITEMS (LIMITS MAY BE SUBJECT TO DEDUCTIBLES OR RETENTIONS) RE: RFP 01-11R CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE FDl. wilts DESCR19CO HLHCIN CAE CANCELLED BEFORE THE LXHIRATION DATE 'THEREQI TILE INSURER AFFORDING (:OVFRA(:E WILL ENDEAVOR TO MAII. ...,._3D DAYS WRITTEN NOTICC m Th CITY OF TAMARAC FINANCE DEPT,, PURCHASING DIVISION 7.525 N. W 88TH AVE. CLRIIFICATC HOLOER NAMED H6RFIN, Rt)T FAILURE TO MAIL SUCH NOTICE SHALL IMPOiE NO OBLIGATION C LIABILITY OI' ANY KIND UPON TIIIL IN;:UHER AFFORDINC. COVERAGE, ITS AGENTS OR REPRFSF.NTATIVES. TAMARAC, Ft. 33321-2401 MARSH USA INC. BY: Susan Styron A4 41V MM1(9/99) VALID AS OF: 01/14/02 FEN' INSTITUTIONAL CUSTODY AGREEMENT Ladies and Gentlemen: First Union National Bank ("We" or the "Bank") accepts your request to act as your agent to maintain in your name a securities custody account (the "Account') for all cash, securities and other property which you may deliver to us from time to time upon the following terms. Unless you direct us otherwise in writing, we will have the following powers, rights and duties regarding the Account. 1. We shall hold and safeguard the cash, securities and other property in the Account, collect the principal thereof when due, and credit them to the Account or another account at the Bank, as you direct, subject to procedures we provide you. 2. We may hold securities and other property in bearer form or in the name of any of any of our nominees, agents, subsidiaries, or other entities, including any central or corporate depository, clearing corporation or other entity with which securities may deposited. We may refuse to accept securities and other property registered in your name or in any name other than that of nominee described above. If we accept these securities or other property, we will not be responsible for collecting income or principal or for any other action we customarily take in a connection with registered securities. We may refuse to accept any securities or other property we deem inappropriate. 3. You authorize us to execute and deliver as your agent and at your instruction any assignments, stock or bond powers or other documents or instruments and, in particular (a) to buy, sell, assign, transfer, or dispose of any security or other property in the Account at your risk and in accordance with industry practice; and (b) to obtain any payment due and pay for securities sold in accordance with industry practice. You authorize us to execute any and all documents by signing as your agent or attorney -in -fact. Acting as agent or principal, we may place or negotiate these orders through our subsidiaries or affiliates. If you invest funds in the Account in shares of registered investment companies to which we or our affiliates provide investment advisory or other services for compensation (as described in a prospectus you will receive before any investment), we or our affiliates will retain this compensation in addition to all fees you pay under the Agreement. 4. (a) We may, but are not required to, credit the Account provisionally on payable date with interest, dividends, distributions, redemptions or other amounts due. If we are instructed to deliver securities or other property against payment, we may deliver them before receiving payment and credit the Account with anticipated proceeds. Otherwise, we will credit these amounts to the Account on the date we actually receive them and reconcile them to the Account. If we have credited the Account with an amount before collection and reconciliation, we are entitled to recover any credit from you and we may reverse the credit as of payable or settlement date if and to the extent that we do not receive these amounts in the ordinary course of business. (b) We may, but are not required to, advance our own funds to complete transactions when Account may not have adequate funds. If we advance funds, or permit you to use funds credited to the Account, you will reimburse us for these amounts plus our cost of providing funds. To secure this obligation, you grant us a continuing security interest in the Account and any funds credited to the Account. We will decide to credit provisionally or advance funds reN*o INSTITUTIONAL CUSTODY AGREEMENT to the Account in light of particular circumstances in different markets, classes of assets, and countries at different times. 5. We X shall — shall not invest available cash received into the Account. If you wish us to invest cash, we will invest it in the following short-term investment vehicle: . If this vehicle is a mutual fund in the Evergreen Family of funds, we are compensated for managing the fund, as described in the fund's prospectus and the accompanying disclosures. You acknowledge having received these documents. We will retain this compensation in addition to all fees you pay under this Agreement. 6. We may take all of the following actions without consulting with you or obtaining your approval; (a) sell any fractional shares received as dividend; (b) sell payment -in -kind issues distributed in denominations of less than $1,000 par amount, if there is a market for these issues; (c) exchange securities in temporary or bearer form for securities in definitive or registered form; (d) effect an exchange of shares where the par value of stock is changed; and (e) surrender securities at maturity or earlier when advised of a call for redemption, against payment therefore in accordance with accepted industry practice. If securities we or our nominee hold on behalf of you and others are called for partial redemption, we may allot the called portion to the beneficial holders of the securities in any manner we deem equitable. 7. (a) You will instruct us to act with respect to warrants, rights, options, tenders, puts, calls, class action filings, consents or other securities or actions affecting the Account. We will not be liable for failing to act unless we receive your instructions not earlier than ten business days and no later than two business days before the last scheduled date by which action is required. (b) With respect to tender offers for under 5% of the outstanding shares at less than 99% of current market value, you understand that we will not be obligated to provide notice of such offers and we have the authority to retain such shares. (c) Notwithstanding any other provision in this Agreement, we will not be liable for failing to act on any call for redemption, tender offer, subscription or purchase rights, merger, reorganization, recapitalization, share spilt, change of par value, conversion, exchange, Dutch auction, class action, filing, consent or other action affecting the securities or other property in the Account unless we actually received notice of the call or event from you, the issuer of the affected security, or one of the nationally recognized bond or corporate action services to which we subscribe . We also will not be liable for any failure to act if the notice we receive is defective in any material respect or we do not receive it at least five business days before the last scheduled date by which action is required. (d) We will forward to you any notices, reports, or other documents we receive concerning securities and other property in the Account, but we are not required to notify you if any rights, duties, limitations, or other information set forth in any security (including mandatory or optional put, call and similar provisions). 8. You may exercise all voting rights for all securities in the Account, however registered. Our only duty regarding voting rights shall be mail or cause to mailed to you any documents we receive relating to the excise of these rights. INSTITUTIONAL CUSTODY AGREEMENT 9. We _ may X may not disclose your name, address and securities positions to issuers of securities in the Account in accordance with the Shareholder Communication Acts of 1985 and the rules there under, as they may be amended. If no box is checked, we are required to and will release this information until we receive contrary instructions from you. 10. (a) Our duties are limited to those stated in this Agreement. We are not required to make any investmentreview, to consider the propriety of holding or selling any property in the Account, or to provide any advice. We will not be responsible for the solvency or financial condition of any agent providing services to the Account and we will not be liable to you or the Account for any loss arising therefrom. Nothing in this Agreement will cause us to be deemed a trustee or fiduciary for or on your behalf. 11. (b) We may employ, consult with, and obtain advice from suitable agents, including auditors and legal counsel (who may be counsel to you or us), and we will not be liable for acting in good faith in accordance with these agents' or advisers' reasonable advice and opinion. (c) You agree not to institute any legal action against us, including one arising out of an exception or objection under paragraph 11, after three years from the date of the first statement reflecting the information, error or omission forming the basis for the claim. 12. (a) We shall furnish you with monthly statements showing all income, transactions, and assets in the Account and the market values thereof. We will not be liable to you or the Account for any loss that may arise if a broker, pricing service or other person upon whose valuation we rely in good faith misprices Accounts assets. If you do not object to an Account statement in writing within 90 (ninety) days of the closing date of the statement, you will be deemed to have waived any objections to or claims regarding the statement. (b) [This paragraph may be deleted if your broker -dealers send confirmations to you) You have the right to receive individual confirmations of transactions in the Account at no cost. You waive this right and choose to receive the periodic statements described above, but you may request confirmation at any time. 13. You are a municipality duly organized and validly existing under the laws of Florida. This Agreement has been duly authorized, executed and delivered on your behalf; and it is your legal, valid and binding obligation that binds you and any successor, 14. Either party may terminate this Agreement upon 60 (sixty) days written notice to the other party. Upon giving or receiving this notice we shall promptly deliver all cash, securities and other property then in the Account in accordance with your instructions. 15. You agree to pay the custody fees per " Agreement for Banking Services, Agreement No. 01-11 R", dated October 10, 2001, as authorized by the City of Tamarac Commission Resolution R-2001-289", which will be due monthly in arrears and deducted from Account. 16. We shall make distributions from the account to those persons, in the amounts, at times and in any manner as you instruct us in writing. We will not be liable for any distribution made in good faith without actual notice or knowledge of the changed condition or status of recipient. If any distribution we make is returned unclaimed, we shall notify you and dispose of the distribution as you direct. In making distributions we may deposit cash in any insured INSTITUTIONAL CUSTODY AGREEMENT depository, including the Bank, without any liability for the payment of interest thereon, even though we receive the "float" from the uninvested cash. 17, Except to the extent federal law applies, the laws of Florida, venue of Broward County shall govern the validity, interpretation and enforcement of this Agreement. The validity of any part of this Agreement will not affect the remaining parts thereof. 18. If this box is checked, you have, or may later have, more than one institutional custodian account with us, and the terms and provisions of this Agreement shall govern all of these Accounts and the term "Account" as used herein will refer to any and all of these accounts. 19. This is the entire agreement of the parties as to the matters referred to herein and supercedes all prior agreements. Except as provided in paragraph ,14, this Agreement may be amended only in a writing both parties sign. If any provision of this Agreement shall be or become invalid or unenforceable, the remaining provisions shall remain in full force and effect. 19. This agreement is binding an the parties' successors and assigns. 20. All recommendations, notices and other communications relating to you shall be sent to: City Manager City of Tamarac 7525 N.W. 881" Avenue Tamarac, FL 33321 with a copy of the City Attorney at the same address, in writing delivered by hand, first class mail, or overnight delivery service or transmitted by facsimile transmission, or orally promptly confirmed in writing. We may rely and act upon any written or oral instruction or other communication received from this person or another person(s) as he or she designates in writing to issue instructions or communications. We may rely on oral or written instructions from any designated person until you inform us in writing that the person is no longer authorized to issue instructions or communications. We may rely an oral instructions even if not confirmed in writing, and even if later written instructions contradict the oral instructions. We will not be liable to you or the Account for acting on any instruction or other communication on which we are authorized to rely pursuant to this Agreement, or for any delay in delivery or non -delivery or error in transmission. You and each person designated to issue instructions and communications agree that we may record telephone conversations, and preserve or destroy these recordings, and that we will not be liable for recording or failing to record these conversations, or preserving or destroying these recordings. We agree to notify you prior to the beginning of any conversation, that it is being recorded. 21. We will not be responsible for any delay in performance, or non-performance, of any obligation under this Agreement to the extent that it is due to forces beyond our reasonable control, including but not limited to delays, errors or interruptions you or third parties cause;; any industrial, juridical, governmental, civil or military action; acts of terrorism, insurrection or revolution nuclear fusion, fission or radiation; failure or fluctuation in electrical power, heat, light, air conditioning, computer, or telecommunications equipment; or acts of God. rjo INSTITUTIONAL CUSTODY AGREEMENT Dated this�day of it, C` �'�' r, 2002. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, through its Mayor and signing by and through duly authorized to execute same. ATTEST: Mario,, Skvenson, CIVIC City Cler k -(-+G b Date ATTEST: (Corporate Secretary) Type/Print Name of Corporate Secy CITY OF TAMARAC Joe'Schreiber, Mayor E 7 Date _ Jeffrey L. filler ity Manager Date Approve `as to form and I Mitchell S. Kraft, City Ailorney/ Date FIRST UNION NATIONAL BANK (aka WACHOVIA BANK, N_.A.) Company Name Authorized Signature Type/Print Name (CORPORATE SEAL) Date FONO INSTITUTIONAL CUSTODY AGREEMENT CORPORATE ACKNOWLEDGEMENT STATE OF FLORIDA SS COUNTY OF I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this. day of _ _ , 20 Signature of Notary Public State of Florida at Large Print, Type or Stamp Name of Notary Public ❑ Personally known to me or ❑ Produced Identification Type of I.D. Produced DID take an oath, or DID NOT take an oath. 7525 N.W. 88th Avenue, Tamarac, Florida 33321-2401 Telephone: (954) 724-1230 • Facsimile (954) 724-2454 Jeffrey L. Miller City Manager jeffm(Ptamaroc,org October 10, 2002 Mr. Andrew B. Nelson, CRPS Vice President, Capital Management Group Institutional Sales First Union National Bank, FL6058 1950 W. Hillsboro Boulevard, Second Floor Deerfield Beach, FL 33442 Re: First Union National Bank Institutional Custody Agreement Dear Mr. Nelson: I am pleased to advise you that at its meeting on October 9, 2002, the Tamarac City Commission approved a resolution authorizing the appropriate City officials to execute a supplemental agreement to the existing agreement between the City of Tamarac and First Union National Bank for an Institutional Custody Agreement. Attached is the approved resolution along with the original agreement, which constitute the full agreement with the City. Leanne Williams, Finance and Policy Officer, will be the City of Tamarac contact for this agreement. Please contact her at (954) 724-1318; however, if there should be any problems of serious consequence, I expect you to advise me directly and immediately. The City looks forward to working with you on this contract. Sincerely, J X L. Miller City Manager Attachments c: Michael C. Cernech, Interim Director of Finance/Assistant City Manager Leanne Williams, Finance and Policy Officer INSTITUTIONAL CUSTODY AGREEMENT Ladies and Gentlemen: First Union National Bank ("We" or the "Bank") accepts your request to act as your agent to maintain in your name a securities custody account (the "Account') for all cash, securities and other property which you may deliver to us from time to time upon the following terms. Unless you direct us otherwise in writing, we will have the following powers, rights and duties regarding the Account, 1, We shall hold and safeguard the cash, securities and other property in the Account, collect the principal thereof when due, and credit them to the Account or another account at the Bank, as you direct, subject to procedures we provide you. 2. We may hold securities and other property in bearer form or in the name of any of any of our nominees, agents, subsidiaries, or other entities, including any central or corporate depository, clearing corporation or other entity with which securities may deposited. We may refuse to accept securities and other property registered in your name or in any name other than that of nominee described above. If we accept these securities or other property, we will not be responsible for collecting income or principal or for any other action we customarily take in a connection with registered securities. We may refuse to accept any securities or other property we deem inappropriate. You authorize us to execute and deliver as your agent and at your instruction any assignments, stock or bond powers or other documents or instruments and, in particular (a) to buy, sell, assign, transfer, or dispose of any security or other property in the Account at your risk and in accordance with industry practice; and (b) to obtain any payment due and pay for securities sold in accordance with industry practice. You authorize us to execute any and all documents by signing as your agent or attorney -in -fact. Acting as agent or principal, we may place or negotiate these orders through our subsidiaries or affiliates. If you invest funds in the Account in shares of registered investment companies to which we or our affiliates provide investment advisory or other services for compensation (as described in a prospectus you will receive before any investment), we or our affiliates will retain this compensation in addition to all fees you pay under the Agreement. 4. (a) We may, but are not required to, credit the Account provisionally on payable date with interest, dividends, distributions, redemptions or other amounts due. If we are instructed to deliver securities or other property against payment, we may deliver them before receiving payment and credit the Account with anticipated proceeds. Otherwise, we will credit these amounts to the Account on the date we actually receive them and reconcile them to the Account. If we have credited the Account with an amount before collection and reconciliation, we are entitled to recover any credit from you and we may reverse the credit as of payable or settlement date if and to the extent that we do not receive these amounts in the ordinary course of business. (b) We may, but are not required to, advance our own funds to complete transactions when Account may not have adequate funds. If we advance funds, or permit you to use funds credited to the Account, you will reimburse us for these amounts plus our cost of providing funds. To secure this obligation, you grant us a continuing security interest in the Account and any funds credited to the Account. We will decide to credit provisionally or advance funds roNe INSTITUTIONAL CUSTODY AGREEMENT to the Account in light of particular circumstances in different markets, classes of assets, and countries at different times. 5. We K shall _ shall not invest available cash received into the Account. If you wish us to invest cash, we will invest it in the following short-term investment vehicle: . If this vehicle is a mutual fund in the Evergreen Family of funds, we are compensated for managing the fund, as described in the fund's prospectus and the accompanying disclosures. You acknowledge having received these documents. We will retain this compensation in addition to all fees you pay under this Agreement. 6. We may take all of the following actions without consulting with you or obtaining your approval: (a) sell any fractional shares received as dividend; (b) sell payment -in -kind issues distributed in denominations of less than $1,000 par amount, if there is a market for these issues; (c) exchange securities in temporary or bearer form for securities in definitive or registered form; (d) effect an exchange of shares where the par value of stock is changed; and (e) surrender securities at maturity or earlier when advised of a call for redemption, against payment therefore in accordance with accepted industry practice. If securities we or our nominee hold on behalf of you and others are called for partial redemption, we may allot the called portion to the beneficial holders of the securities in any manner we deem equitable. 7. (a) You will instruct us to act with respect to warrants, rights, options, tenders, puts, calls, class action filings, consents or other securities or actions affecting the Account. We will not be liable for failing to act unless we receive your instructions not earlier than ten business days and no later than two business days before the last scheduled date by which action is required. (b) With respect to tender offers for under 5% of the outstanding shares at less than 99% of current market value, you understand that we will not be obligated to provide notice of such offers and we have the authority to retain such shares. (c) Notwithstanding any other provision in this Agreement, we will not be liable for failing to act on any call for redemption, tender offer, subscription or purchase rights, merger, reorganization, recapitalization, share split, change of per value, conversion, exchange, Dutch auction, class action, filing, consent or other action affecting the securities or other property in the Account unless we actually received notice of the call or event from you, the issuer of the affected security, or one of the nationally recognized bond or corporate action services to which we subscribe . We also will not be liable for any failure to act if the notice we receive is defective in any material respect or we do not receive it at least five business days before the last scheduled date by which action is required. (d) We will forward to you any notices, reports, or other documents we receive concerning securities and other property in the Account, but we are not required to notify you if any rights, duties, limitations, or other information set forth in any security (including mandatory or optional put, call and similar provisions). 8. You may exercise all voting rights for all securities in the Account, however registered. Our only duty regarding voting rights shall be mail or cause to mailed to you any documents we receive relating to the excise of these rights. FeNe INSTITUTIONAL CUSTODY AGREEMENT 9. We _ may X may not disclose your name, address and securities positions to issuers of securities in the Account in accordance with the Shareholder Communication Acts of 1985 and the rules there under, as they may be amended. If no box is checked, we are required to and will release this information until we receive contrary instructions from you. 10. (a) Our duties are limited to those stated in this Agreement. We are not required to make any investment review, to consider the propriety of holding or selling any property in the Account, or 10 provide any advice. We will not be responsible for the solvency or financial condition of any agent providing services to the Account and we will not be liable to you or the Account for any loss arising therefrom. Nothing in this Agreement will cause us to be deemed a trustee or fiduciary for or on your behalf. 11. (b) We may employ, consult with, and obtain advice from suitable agents, including auditors and legal counsel (who may be counsel to you or us), and we will not be liable for acting in good faith in accordance with these agents' or advisers' reasonable advice and opinion. (c) You agree not to institute any legal action against us, including one arising out of an exception or objection under paragraph 11, after three years from the date of the first statement reflecting the information, error or omission forming the basis for the claim. 12. (a) We shall furnish you with monthly statements showing all income, transactions, and assets in the Account and the market values thereof, We will not be liable to you or the Account for any loss that may arise if a broker, pricing service or other person upon whose valuation we rely in good faith misprices Accounts assets. If you do not object to an Account statement in writing within 90 (ninety) days of the closing date of the statement, you will be deemed to have waived any objections to or claims regarding the statement. (b) [This paragraph may be deleted if your broker -dealers send confirmations to you) You have the right to receive individual confirmations of transactions in the Account at no cost. You waive this right and choose to receive the periodic statements described above, but you may request confirmation at any time. 13. You are a municipality duly organized and validly existing under the laws of Florida. This Agreement has been duly authorized, executed and delivered on your behalf; and it is your legal, valid and binding obligation that binds you and any successor. 14. Either party may terminate this Agreement upon 60 (sixty) days written notice to the other party. Upon giving or receiving this notice we shall promptly deliver all cash, securities and other property then in the Account in accordance with your instructions. 15. You agree to pay the custody fees per" Agreement for Banking Services, Agreement No. 01-11R", dated October 10, 2001, as authorized by the City of Tamarac Commission Resolution R-2001-289", which will be due monthly in arrears and deducted from Account. 16. We shall make distributions from the account to those persons, in the amounts, at times and in any manner as you instruct us in writing. We will not be liable for any distribution made in good faith without actual notice or knowledge of the changed condition or status of recipient. If any distribution we make is returned unclaimed, we shall notify you and dispose of the distribution as you direct. In making distributions we may deposit cash in any insured reNe INSTITUTIONAL. CUSTODY AGREEMENT depository, including the Bank, without any liability for the payment of interest thereon, even though we receive the "float" from the uninvested cash. 17. Except to the extent federal law applies, the laws of Florida, venue of Broward County shall govern the validity, interpretation and enforcement of this Agreement. The validity of any part of this Agreement will not affect the remaining parts thereof. 18. If this box is checked, you have, or may later have, more than one institutional custodian account with us, and the terms and provisions of this Agreement shall govern all of these Accounts and the term "Account" as used herein will refer to any and all of these accounts. 19. This is the entire agreement of the parties as to the matters referred to herein and supercedes all prior agreements. Except as provided in paragraph 14, this Agreement may be amended only in a writing both parties sign. If any provision of this Agreement shall be or become invalid or unenforceable, the remaining provisions shall remain in full force and effect. 19. This agreement is binding on the parties' successors and assigns. 20. All recommendations, notices and other communications relating to you shall be sent to: City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 with a copy of the City Attorney at the same address, in writing delivered by hand, first class mail, or overnight delivery service or transmitted by facsimile transmission, or orally promptly confirmed in writing. We may rely and act upon any written or oral instruction or other communication received from this person or another person(s) as he or she designates in writing to issue instructions or communications. We may rely on oral or written instructions from any designated person until you inform us in writing that the person is no longer authorized to issue instructions or communications. We may rely on oral instructions even if not confirmed in writing, and even if later written instructions contradict the oral instructions. We will not be liable to you or the Account for acting on any instruction or other communication on which we are authorized to rely pursuant to this Agreement, or for any delay in delivery or non -delivery or error in transmission. You and each person designated to issue instructions and communications agree that we may record telephone conversations, and preserve or destroy these recordings, and that we will not be liable for recording or failing to record these conversations, or preserving or destroying these recordings. We agree to notify you prior to the beginning of any conversation, that it is being recorded. 21. We will not be responsible for any delay in performance, or non-performance, of any obligation under this Agreement to the extent that it is due to forces beyond our reasonable control, including but not limited to delays, errors or interruptions you or third parties cause; any industrial, juridical, governmental, civil or military action; acts of terrorism, insurrection or revolution nuclear fusion, fission or radiation; failure or fluctuation in electrical power, heat, light, air conditioning, computer, or telecommunications equipment; or acts of God. TR11057 EXHIBIT 3 1 0 Temp. Reso. #10433 July 28, 2004 Revision 3 — October 5, 2004 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2004- ,�I 3 4 A RESOLUTION OF THE CITY COMMISSK N OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO ACCEPT AND EXECUTE A REMITTANCE SERVICE AGREEMENT TO THE EXISTING BANKING SERVICES AGREEMENT BETWEEN THE CITY OF TAMARAC AND FIRST UNION NATIONAL BANK (FUNS) D/B/A WACHOVIA- BANK N.A. PROVIDING FOR LOCKBOX RENTAL SERVICES FOR THE TERM OF THE EXISTING BANKING SERVICES AGREEMENT, FOR AN ESTIMATED ANNUAL COST OF $38,948 PLUS A ONE- TIME COST OF $6,400; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City contracted with First Union National Bank (FUNS) for Banking Services through Resolution R-2001-289 for the period from October 1, 2001 through October 9, 2006 (Agreement attached hereto as Exhibit 1 to Exhibit A); and WHEREAS, the said Agreement authorizes supplements and amendments if executed by both the Bank and the City; and WHEREAS, FUNB has merged with Wachovia Bank, N.A. and existing agreements have been continued with Wachovia Bank, N.A. as authorized by Resolution R-2002-289 dated October 9, 2002 (attached hereto as Exhibit A); and WHEREAS, the City recently outsourced utility billing to a private firm; and WHEREAS, FUNB d/b/a Wachovia Bank N.A. provides for remote lockbox rental services for the payment of utility bills; and Temp. Reso. #10433 July 28, 2004 Revision 3 -- October 5, 2004 Page 2 WHEREAS, the needs of City utility customers can be more efficiently met through provision of remote lockbox rental services; and WHEREAS, the City Revenue Officer projects that approximately 12,566 payments per month may be sent to a remote lockbox; and WHEREAS, the.provision of lockbox services will provide a significant daily time savings for City Customer Service staff, allowing for an improved level of service at the City Hall and Satellite City Hall Customer Service locations; and WHEREAS, the provision of lockbox services will provide for improved cash flow by providing for the deposit of revenues on the same day that payments are received at the lockbox; and WHEREAS, the City Revenue Officer, Deputy City Manager / Interim Finance Director and Purchasing and Contracts Manager recommend the acceptance and execution of a Supplemental Agreement to the existing Banking Services Agreement (hereto attached as Exhibit B); in the estimated amount of $0.21 per bill base charge, plus miscellaneous monthly processing fees, for an estimated annual cost of $38,948 based on a projection of 12,566 bills per month, with a one-time additional'implementation cost of $6,400; and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac that the Amendment be approved and executed for the Supplemental Agreement between the City of Tamarac and First Union National Bank d/b/a Wachovia Bank, N.A., for the duration of the existing Banking Services Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: 1 1 1 Temp. Reso. #10433 July 28, 2004 Revision 3 — October 5, 2004 Page 3 SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. SECTION 2: The appropriate City officials are hereby authorized to accept and execute a Supplemental Agreement to the existing Banking Services Agreement between the City of Tamarac, and First Union National Bank (FUNB) d/b/a Wachovia Bank, N.A. providing for lockbox rental services for the term of the existing Banking Services Agreement in the estimated amount of $0.21 per bill base charge, plus miscellaneous monthly processing fees, for an estimated annual cost of $38,948 based on a projection of 12,566 bills per month, with a one-time additional implementation cost of $6,400. SECTION 3:_ All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. Temp. Reso. #10433 July 28, 2004 Revision 3 — October 5, 2004 PASSED, ADOPTED AND APPROVED this 13t' day of October, 2004. Page 4 SE H SCHREIBER, MAYOR ATTEST: c. r tri RECORD OF COMMISSION VOTE: rMAR N SW SON, C C MAYOR SCHREIBER , . 4 1 6 CITY CLERK DIST 1: COMM. PORTNER DIST 2: COMM. FLANSBAUM-TALABISCO DIST 3: V/M SULTANOF DIST 4: COMM. ROBERTS I HEREBY CERTIFY that I have approved this RESOLUTION as to form. MITCHELL St CITY ATTO Temp. Reso. #9919 September 24, 2002 Page 1 CITY OF TAMARAC, FLORIDf TR10433 EXHIBIT "A" RESOLUTION NO. R-2002 3 � A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE A SUPPLEMENTAL AGREEMENT TO THE EXISTING AGREEMENT BETWEEN THE CITY OF TAMARAC AND FIRST UNION NATIONAL BANK AS AUTHORIZED BY CITY OF TAMARAC RESOLUTION 2001-289, FOR AN INSTITUTIONAL CUSTODY AGREEMENT, PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Commission authorized a contract with First Union National Bank (FUNB) to provide banking services through City of Tamarac Resolution 2001-289 (Agreement attached as Exhibit 1); and WHEREAS, the said Agreement authorizes supplements and/or amendments if executed by both the Bank and the City; and WHEREAS, FUNB offers a securities custody account to the City of Tamarac in which to hold the City investment portfolio; and WHEREAS, FUNB has merged with Wachovia Bank, N.A, and existing custody agreements are being phased out; and WHEREAS, FUNB has offered the City the option of continuing their current safekeeping arrangements under their new corporate structure; and WHEREAS, the Assistant City Manager/Interim Director of Finance and the Finance and Policy Officer recommend that the supplement to the Agreement Temp. Reso. #9919 September 24, 2002 Page 2 be approved for the First Union National Bank Institutional Custody Agreement; and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to approve a securities custody agreement with FUNB. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. SECTION 2: The appropriate City officials are hereby authorized to accept and execute a supplemental agreement to the October 10, 2001 Agreement between the City of Tamarac, Florida and First Union National Bank providing for a securities custody account through the FUNB Institutional Custody Agreement, (attached hereto as Exhibit 2). SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. 1 1 1 Temp. Reso. #9919 September 24, 2002 Page 3 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 9th day of October, 2002. ATTEST: MARION SVVENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. I/ 7 MITCHELL S.-KRAFT' CITY ATTORNEY . ,JOE SCHREIBER, MAYOR RECORD OF COMMISSION VOTE: MAYOR SCHREIBER AYE DIST 'I : V/M. PORTNER AYE DIST 2: COMM. MISHKIN AYE DIST 3: COMM. SULTANOF AYE DIST 4: COMM. ROBERTS AYE pN° INSTITUTIONAL CUSTODY AGREEMENT CORPORATE ACKNOWLEDGEMENT STATE OF.F ; COUNTY OF, . j �;. 'yt; :SS 1 HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the Cojunty aforesaid to take acknowledgments, personally appeared `: " ' / ` I , to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same, WITNESS my hand and official seal this day •f .20 • \ Signature df Notary Public No►arial seal State Of F'at Large 0-9vid P Quir;lnn, Notar Public P;,iiade'utiiFt, Philade'I Fria ` ' h) t.atru7is:r0iiXpires Apr. 28, 2+ p3 i V 1 �. 7r, i'enn�Y lvaroa q;5ocraUon of Notaries Print, Type or Stamp Name of Notary Public Personally known to me or ❑ Produced Identification Type of I.D. Produced DID take an oath, or DID NOT take an oath. FON® INSTITUTIONAL CUSTODY AGREEMENT Dated this day of , 2002. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, through its Mayor and signing by and through duly authorized to execute same. CITY OF TAMARAC Joe'Schreiber, Mayor Date ATTEST: �: Je�reManager Marion Swenson, CIVICDate City Clerk i` Appr as t rm and legal su ergncy: Date f / Mitchell S. KMIL, 1,ALy % y pate ATTEST: FIRST UNION NATIONAL. BANK (aka WACHOVIA BANK N.A.) Company Name �--� (Co ra 4� Type/Print me of Corporate Secv, (CORPORATE SEAL) Authorized Signature r , . Type/Print Name Date FON* INSTITUTIONAL CUSTODY AGREEMENT depository, including the Bank, without any liability for the payment of interest thereon, even though we receive the 'float" from the uninvested cash. 17. Except to the extent federal law applies, the laws of Florida, venue of Broward County shall govern the validity, interpretation and enforcement of this Agreement. The validity of any part of this Agreement will not affect the remaining parts thereof. 18. If this box is &eclEed, you have, or may later have, more than one institutional custodian account with us, and the terms and provisions of this Agreement shall govem all of these Accounts and the term "Account" as used herein will refer to any and all of these accounts. 19. This is the entire agreement of the parties as to the matters referred to herein and supercedes all prior agreements. Except as provided in paragraph 14, this Agreement may be amended only in a writing both parties sign. If any provision of this Agreement shall be or become invalid or unenforceable, the remaining provisions shall remain in full force and effect. 19. This agreement is binding on the parties' successors and assigns. 20. All recommendations, notices and other communications relating to you shall be sent to: City Manager City of Tamarac 7525 N.W. 88'" Avenue Tamarac, FL 33321 with a copy of the City Attorney at the same address, in writing delivered by hand, first class mail, or overnight delivery service or transmitted by facsimile transmission, or orally promptly confirmed in writing. We may rely and act upon any written or oral instruction or other communication received from this person or another person(s) as he or she designates in writing to issue instructions or communications. We may rely on oral or written instructions from any designated person until you inform us in writing that the person is no longer authorized to issue instructions or communications. We may rely on oral instructions even if not confirmed in writing, and even if later written instructions contradict the oral instructions. We will not be liable to you or the Account for acting on any instruction or other communication on which we are authorized to rely pursuant to this Agreement, or for any delay in delivery or non -delivery or error in transmission. You and each person designated to issue instructions and communications agree that we may record telephone conversations, and preserve or destroy these recordings, and that we will not be liable for recording or failing to record these conversations, or preserving or destroying these recordings. We agree to notify you prior to the beginning of any conversation, that it is being recorded. 21. We will not be responsible for any delay in performance, or non-performance, of any obligation under this Agreement to the extent that it is due to forces beyond our reasonable control, including but not limited to delays, errors or interruptions you or third parties cause; any industrial, juridical, governmental, civil or military action; acts of terrorism, insurrection or revolution nuclear fusion, fission or radiation; failure or fluctuation in electrical power, heat, light, air conditioning, computer, or telecommunications equipment; or acts of God. INSTITUTIONAL CUSTODY AGREEMENT 9. We _ may X may not disclose your name, address and securities positions to issuers of securities in the Account in accordance with the Shareholder Communication Acts of 1985 and the rules there under, as they may be amended. If no box is checked, we are required to and will release this information until we receive contrary instructions from you. 10. (a) Our duties are limited to those stated in this Agreement. We are not required to make any investment review, to consider the propriety of holding or selling any property in the Account, or to provide any advice. We will not be responsible for the solvency or financial condition of any agent providing services to the Account and we will not be liable to you or the Account for any loss arising therefrom. Nothing in this Agreement will cause us to be deemed a trustee or fiduciary for or on your behalf. 11, (b) We may employ, consult with, and obtain advice from suitable agents, including auditors and legal counsel (who may be counsel to you or us), and we will not be liable for acting in good faith in accordance with these agents' or advisers' reasonable advice and opinion. (c) You agree not to institute any legal action against us, including one arising out of an exception or objection under paragraph 11, after three years from the date of the first statement reflecting the information, error or omission forming the basis for the claim. 12. (a) We shall furnish you with monthly statements showing all income, transactions, and assets in the Account and the market values thereof. We will not be liable to you or the Account for any loss that may arise if a broker, pricing service or other person upon whose valuation we rely in good faith misprices Accounts assets, If you do not object to an Account statement in writing within 90 (ninety) days of the closing date of the statement, you will be deemed to have waived any objections to or claims regarding the statement. (b) [This paragraph may be deleted if your broker -dealers send confirmations to you) You have the right to receive individual confirmations of transactions in the Account at no cost. You waive this right and choose to receive the periodic statements described above, but you may request confirmation at any time. 13. You are a municipality duly organized and validly existing under the laws of Florida. This Agreement has been duly authorized, executed and delivered on your behalf; and it is your legal, valid and binding obligation that binds you and any successor. 14. Either party may terminate this Agreement upon 60 (sixty) days written notice to the other party. Upon giving or receiving this notice we shall promptly deliver all cash, securities and other property then in the Account in accordance with your instructions. 15. You agree to pay the custody fees per" Agreement for Banking Services, Agreement No. 01-11 R", dated October 10, 2001, as authorized by the City of Tamarac Commission Resolution R-2001-289", which will be due monthly in arrears and deducted from Account. 16. We shall make distributions from the account to those persons, in the amounts, at times and in any manner as you instruct us in writing. We will not be liable for any distribution made in good faith without actual notice or knowledge of the changed condition or status of recipient. If any distribution we make is returned unclaimed, we shall notify you and dispose of the distribution as you direct. In making distributions we may deposit cash in any insured FONO INSTITUTIONAL CUSTODY AGREEMENT to the Account in light of particular circumstances in different markets, classes of assets, and countries at different times. 5. We X( shall r shall not invest available cash received into the Account. If you wish us to invest cash, we will invest it in the following short-term investment vehicle: . If this vehicle is a mutual fund in the Evergreen Family of funds, we are compensated for managing the fund, as described in the fund's prospectus and the accompanying disclosures. You acknowledge having received these documents. We will retain this compensation in addition to all fees you pay under this Agreement. 6. We may take all of the following actions without consulting with you or obtaining your approval: (a) sell any fractional shares received as dividend; (b) sell payment -in -kind issues distributed in denominations of less than $1,000 par amount, if there is a market for these issues; (c) exchange securities in temporary or bearer form for securities in definitive or registered form; (d) effect an exchange of shares where the par value of stock is changed; and (e) surrender securities at maturity or earlier when advised of a call for redemption, against payment therefore in accordance with accepted industry practice. If securities we or our nominee hold on behalf of you and others are called for partial redemption, we may allot the called portion to the beneficial holders of the securities in any manner we deem equitable. 7. (a) You will instruct us to act with respect to warrants, rights, options, tenders, puts, calls, class action filings, consents or other securities or actions affecting the Account. We will not be liable for failing to act unless we receive your instructions not earlier than ten business days and no later than two business days before the last scheduled date by which action is required. (b) With respect to tender offers for under 5% of the outstanding shares at less than 99% of current market value, you understand that we will not be obligated to provide notice of such offers and we have the authority to retain such shares. (c) Notwithstanding any other provision in this Agreement, we will not be liable for failing to act on any call for redemption, tender offer, subscription or purchase rights, merger, reorganization, recapitalization, share spilt, change of par value, conversion, exchange, Dutch auction, class action, filing, consent or other action affecting the securities or other property in the Account unless we actually received notice of the call or event from you, the issuer of the affected security, or one of the nationally recognized bond or corporate action services to which we subscribe . We also will not be liable for any failure to act if the notice we receive is defective in any material respect or we do not receive it at least five business days before the last scheduled date by which action is required. (d) We will forward to you any notices, reports, or other documents we receive concerning securities and other property in the Account, but we are not required to notify you if any rights, duties, limitations, or other information set forth in any security (including mandatory or optional put, call and similar provisions). 8. You may exercise all voting rights for all securities in the Account, however registered. Our only duty regarding voting rights shall be mail or cause to mailed to you any documents we receive relating to the excise of these rights. r0NQP TR99W EXHIBIT "N INSTITUTIONAL CUSTODY AGREEMENT Ladies and Gentlemen: First Union National Bank ("We" or the "Bank") accepts your request to act as your agent to maintain in your name a securities custody account (the "Account') for all cash, securities and other property which you may deliver to us from time to time upon the following terms. Unless you direct us otherwise in writing, we will have the following powers, rights and duties regarding the Account. 1. We shall hold and safeguard the cash, securities and other property in the Account, collect the principal thereof when due, and credit them to the Account or another account at the Bank, as you direct, subject to procedures we provide you. 2. We may hold securities and other property in bearer form or in the name of any of any of our nominees, agents, subsidiaries, or other entities, including any central or corporate depository, clearing corporation or other entity with which securities may deposited. We may refuse to accept securities and other property registered in your name or in any name other than that of nominee described above. If we accept these securities or other property, we will not be responsible for collecting income or principal or for any other action we customarily take in a connection with registered securities. We may refuse to accept any securities or other property we deem inappropriate. 3. You authorize us to execute and deliver as your agent and at your instruction any assignments, stock or bond powers or other documents or instruments and, in particular (a) to buy, sell, assign, transfer, or dispose of any security or other property in the Account at your risk and in accordance with industry practice; and (b) to obtain any payment due and pay for securities sold in accordance with industry practice. You authorize us to execute any and all documents by signing as your agent or attorney -in -fact. Acting as agent or principal, we may place or negotiate these orders through our subsidiaries or affiliates. If you invest funds in the Account in shares of registered investment companies to which we or our affiliates provide investment advisory or other services for compensation (as described in a prospectus you will receive before any investment), we or our affiliates will retain this compensation in addition to all fees you pay under the Agreement. 4. (a) We may, but are not required to, credit the Account provisionally on payable date with interest, dividends, distributions, redemptions or other amounts due. If we are instructed to deliver securities or other property against payment, we may deliver them before receiving payment and credit the Account with anticipated proceeds. Otherwise, we will credit these amounts to the Account on the date we actually receive them and reconcile them to the Account. If we have credited the Account with an amount before collection and reconciliation, we are entitled to recover any credit from you and we may reverse the credit as of payable or settlement date if and to the extent that we do not receive these amounts in the ordinary course of business. (b) We may, but are not required to, advance our own funds to complete transactions when Account may not have adequate funds. If we advance funds, or permit you to use funds credited to the Account, you will reimburse us for these amounts plus our cost of providing funds. To secure this obligation, you grant us a continuing security interest in the Account and any funds credited to the Account. We will decide to credit provisionally or advance funds To the extent required by appIicauie law, all Securities in the possession of ate Bank shall be segregated from otl securities in its possession and shall be identified as subject to this Agreement. Segregation maybe accomplish by appropriate identi fication on the books and records ofthe holder, including a financial intermediary ora cleari corporation. Title to all Securities shall pass to the Company, provided the Company may not engage in repurcht: transactions with the Securities or otherwise pledge or hypothecate the Securities. 4. Intent (a) The parties recognize that each Transaction is a "repurchase agreement" as that term is defined in Sectit 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to sur Transaction or the term of such Transaction would render such definition inapplicable), and a "securities contract" that term is defined in Section 741 of Title 11 of the United States Code, as amended. (b) It is understood that the Company's right to liquidate Securities delivered to it in connection wil Transactions hereunder or to exercise any other remedies with respect to this Agreement, is a contractual right t liquidate such Securities as described in Sections 555 and 559 of Title 11 of the United States Code, as amender 5- Disclosure Relating to the Bank The Company acknowledges that is has been advised that funds held by the Bank pursuant to a Transactio hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation, By: (the -CompanY " (all tort:ed signature) Title: Dote: By: First Union National Bank (The "Bank" r (aw on"ed ssig arru,e) Title: 16' i e,4 e' Date: IN ADDITION TO ABOVE, CUSTOMER MUST COMPLETE TAXPAYER CERTIFICATION BELOW: SUBSTITUTE FORM W-9 - Taxpayer identification Number and Certification. Under Penalties of Per urv, I Certify That: (I) The number shown on this form is my correct Taxpayer Identification Number (or that I am waiting for a numissued to to be issuto me), and (2) 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Servrcc (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. Certification instruction - You must cross out item (2) above if you have been notified by IRS that you are currently subject to backup Withholding because of under reporting interest or dividends on your tax return. Primary Applicant Social Security or Tax 1.131: l� - 03' q(o gAp — S�fC_ L Exempt Recipients Check Here: Fe03R55% The Internal Revenue Ser"ice d es n require your consent to any provision of this document other than the certifications required to avoid backup isithholdint;. Pr imaty Applicant Slguatur f dA Date: Kevrston Ub/+u;uu REPURCHASE MASTER AGREEMENT Dated as of R�rl'tr�.racFt or-'ds, (the "Cam any") and FIRST UNION NATIONAL BANK (the "Bank") 1. Applicability Pursuant to the terms and conditions of the Deposit Agreement between the Company and the Ban] previously executed and delivered by the Company, the Company has elected to enter into transactions in which th, Bank agrees to transfer to the Company securities or financial instruments ("Securities") against the transfer of fund by the Company, with a simultaneous agreement by the Company to transfer to the Bank such Securities on thi following business day against the transfer of funds by the Bank. Each such transaction shall be referred to herein a! a "Transaction". Unless the Company is notified to the contrary in advance in writing by the Bank, Securities steal be limited to those issued by or guaranteed by the U.S. government or federal government agencies. 2. Security Interest Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the even any Transactions are deemed to be loans, the Bank shall be deemed to have pledged to the Company as security foi the performance by the Bank of its obligations under each such Transaction, and shall be deemed to have granted tc the Company a security interest in, all of the Securities with respect to all Transactions hereunder and all proceed! thereof. 3. Seareuation of Securities Required Disclosure for Transactions in Which the Bank Retains Custody of Securities The Bank is not permitted to substitute other securities for those subject to this Agreement and therefore must keep the Company's securities segregated at all times, unless in this Agreement the Company grants the Bank the right to substitute other securities. If the Company grants the right to substitute, this means that the Company's securities will likely be commingled with the Bank's own securities during the trading day. The Company is advised that, during any trading day that the Company's securities are commingled with the Bank's securities, they may be subject to liens granted by the Bank to third parties and may be used by the Bank for deliveries on other securities transactions. Whenever the securities are commingled, the Bank's ability to resegregate substitute securities for the Company will be subject to the Bank's ability to satisfy any lien or to obtain substitute securities. J TR 9919 EXHIBIT "I" AGREEMENT FOR BANKING SERVICES AGREEMENT NO. 01-11R THIS AGREEMENT made and entered into this %r day of 20 , by and between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88th Avenue, Tamarac, Florida 33321, hereinafter referred to as CITY, and First Union National Bank a corporation with principal offices located at 1950 Hillsboro Boulevard 2" Floor Deerfield Beach Florida 33442 hereinafter referred to as the BANK. WHEREAS, the City intends to utilize a Bank to provide full Banking and certain investment services for all City funds, except for its employees' pension funds, which are organized and administered separately. The objectives are to obtain the most efficient Banking services, while minimizing cost to the City; and to maximize return on investments while pre -servicing capital and avoiding unreasonable risks and providing readily availability of funds; and, WHEREAS, the City requires certain professional services in connection with Banking services; and, WHEREAS, the Bank represents that it is capable and prepared to provide such Services. NOW THEREFORE, in consideration of the promises contained herein, the parties hereto agree as follows: ARTICLE 1 - EFFECTIVE. DATE The term of this Agreement is for a period of five (5) years from date of execution. Upon expiration of the five (5) year term, the parties may choose to terminate this Agreement, or renew by written agreement signed by the parties hereto for an additional two-year period. ARTICLE 2 - SERVICE TO BE PERFORMED BY THE BANK The contract documents consist of this Agreement, conditions of the Request for Proposal (General, Supplementary and other Conditions), specifications, all addenda issued prior to, and all modifications issued after execution of this Agreement. These contract documents form the Agreement, and all are as fully a part of the Agreement if attached to this Agreement or repeated therein. The Bank shall perform these services as specifically stated and as may be specifically designated and additionally authorized by the City. Such additional authorizations will be in the form of a Task Order. Each Task Order will set forth a specific Scope of Services, amount of compensation and completion date and shall be approved by resolution of the City Commission. ARTICLE 3 - STANDARD OF CARE Bank shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by a Bank under similar circumstances and Bank shall, at no additional cost to the City, re -perform services which fail to satisfy the foregoing standard of care. ARTICLE 4 - INDEMNIFICATION The Bank shall indemnify and hold harmless the City, its elected and appointed officials, employees, and agents from any and all claims, suits, actions, damages, liability, and expenses (including attorneys' fees) in connection with the work performed by the Bank or its officers, employees, agents, subcontractors, or independent contractors, excepting only such damage solely attributable to the gross negligence or willful misconduct of the City or its elected or appointed officials and employees. The above provisions shall survive the termination of this Agreement and shall pertain to any occurrence during the term of this Agreement, even though the claim may be made after the termination hereof. Nothing contained herein is intended nor shall be construed to waive City's rights and immunities under the common law or Florida Statutes 768.28, as amended from time to time. Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reasons, the terms and conditions of this Article shall survive indefinitely. ARTICLE 5 - INDEPENDENT CONTRACTOR Bank undertakes performance of the Services as an independent contractor and shall be wholly responsible for the methods of performance. Personal services provided by the Bank shall be by employees of the Bank and subject to supervision by the Bank, and not as officers, employees, or agents of the City. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of the Bank. The City shall have no right to supervise the methods used, but the City shall have the right to observe such performance. Bank shall work closely with the City in performing Services under this Agreement. ARTICLE 6 - NON-DISCRIMINATION The Bank agrees that it shall not discriminate against any of its employees or applicants for employment because of their age, handicap, race, color, religion, sex, or national origin, and to abide by all federal and State laws regarding non-discrimination. The Bank further agrees to insert the foregoing provisions in all subcontracts hereunder except subcontracts for standard commercial supplies or raw materials. Any violation of such provisions shall constitute a material breach of this Agreement. ARTICLE 7 -ASSIGNMENT AND SUBCONTRACTING Bank shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the City. ARTICLE 8 - COMPLIANCE WITH LAWS In performance of the Services, Bank will comply with applicable regulatory requirements including federal, state, and local laws, rules regulations, orders, codes, criteria and standards. ARTICLE 9 - INSURANCE During the performance of the Services under this Agreement, Bank shall maintain the following insurance polices, and provide originals or certified copies of all policies, and shall be written by an insurance company authorized to do business in Florida. 2 WORKER'S COMPENSATION The Bank shall procure and maintain, for the life of this Agreement, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employers' Liability with limits meeting all applicable state and federal laws. This coverage shall extend to any subcontractor that does not have their own Workers' Compensation and Employer's Liability Insurance. Thirty- (30) days notice of cancellation is required and must be provided to the City of Tamarac via Certified Mail. COMPREHENSIVE GENERAL LIABILITY The Bank shall procure and maintain, for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent Contractors' Products and Completed Operations and Contractual Liability_ This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. The Minimum Limits of Coverage shall be $5,000,000 per occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability with no more than $10,000 deductible. The City of Tamarac must be named as an additional insured. Thirty- (30) days written notice must be provided to the City of Tamarac via Certified Mail in the event of cancellation. FIDELITY BOND The Bank shall procure and maintain a Blanket Fidelity Bond on each Bank employee handling City funds for the term of the Agreement. The minimum limits of coverage shall be $1,000,000 per occurrence. Fidelity Bond relates to the Bank's blanket insurance on its employees for errors, omissions, or theft. SUPPLEMENTAL PROVISIONS The following two (2) statements will be utilized whenever any type of insurance is required. These statements should be included on all proposal documents. The insurance coverage and conditions afforded by this policy(s) shall not be suspended, voided, canceled or modified, except after thirty (30) days prior written notice by Certified Mail, Return Receipt Requested, has been given to the City of Tamarac Department that originated this contract. 2. Certificates of Insurance meeting the specific required provision specified within this Agreement shall be forwarded to the City of Tamarac Department that originated the Agreement, and approved prior to the start of any work or the possession of any City property. ARTICLE 10 - CITY'S RESPONSIBILITIES The City shall be responsible for providing all information on hand including transactions, and other data that is available in the files of the City. h J ARTICLE 11 -TERMINATION OF AGREEMENT This Agreement may be terminated by City or Bank upon 120 days of written notice by the terminating party to the other party for such termination in which event the Bank shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Bank abandons this Agreement or causes it to be terminated, Bank shall indemnify the City against loss pertaining to this termination. Default by Bank: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City should the Bank neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Bank of written notice of such neglect or failure. ARTICLE 12 - AGREEMENT SUBJECT TO FUNDING This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding, ARTICLE 13 - NONDISCLOSURE OF PROPRIETARY INFORMATION Subject to Florida Statutes, Bank shall consider all information provided by City and all reports, studies, calculations, and other documentation resulting from the Bank's performance of the Services to be proprietary unless such information is available from public sources. Bank shall not publish or disclose proprietary information for any purpose other than the performance of the Services without the prior written authorization of City or in response to legal process. ARTICLE 14 - UNCONTROLLABLE FORCES Neither the City nor Bank shall be considered to be in default of this Agreement if delays in or failure of Performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non -performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non -performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. Neither party shall, however, be excused from performance if non-performance is due to forces which are preventable, removable, or remediable and which the non -performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non -performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. ARTICLE 15 - GOVERNING LAW AND VENUE This Agreement shall be governed by the laws of the State of Florida as now and hereafter in force. The venue for actions arising out of this agreement is fixed in Broward County, Florida. ARTICLE 16 - SEVERABILITY; WAIVER OF PROVISIONS Any provision in this Agreement that is such jurisdiction, be ineffective to thi invalidating the remaining provisions I provisions in any other jurisdiction. The constitute a waiver of that provision nor remainder of this Agreement. prohibited or unenforceable in any jurisdiction shall, as to extent of such prohibition or unenforceability without iereof or affecting the validity or enforceability of such non -enforcement of any provision by either parity shall not shall it affect the enforceability of that provision or of the ARTICLE 17 - INTEGRATION AND MODIFICATION This Agreement is adopted by the City and Bank as a complete and exclusive statement of the terms of the Agreement between the City and Bank. This Agreement supersedes all prior agreements, contracts, proposals, representations, negotiations, letters or other communications between the City and Bank pertaining to the Services, whether written or oral. The Agreement may not be modified unless such modifications are evidenced in writing signed by both the City and Bank. The indemnification clause contained in this agreement supersedes and replaces the limitation of liability and indemnification clauses contained in the First Union Deposit Agreement Item 19. a t Endorsements and the Back of Checks Item 23. Cash Man9emenand Item 35. Telephone Access , -- - Wire Transfer Terms and Conditions. In case of inconsistency or conflict between the provisions of the separate parts of the following Contract Documents, the separate parts shall take precedence and govern in the following order. Additionally, these documents are incorporated into and made an integral part of this Agreement as if set forth in full: A, Agreement for Banking Services B. RFP No. 01-11 R and all Terms and Conditions therein C. Proposal dated May 16, 2001 including revised fee proposal D. Master Repurchase Agreement E. Deposit Agreement The Bank warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Bank to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Bank, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. ARTICLE 19 - TRUTH -IN -NEGOTIATION CERTIFICATE Execution of this Agreement by the Bank shall act as the execution of a truth -in -negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement are accurate, complete and current as of the date of the Agreement and no higher than those charged the Bank's most favored customer for the same or substantially similar service. The said rates and cost shall be adjusted to exclude any significant sums should the City determine that the rates ad costs were increased due to inaccurate, incomplete or noncurrent wage rates or due to inaccurate representations of fees paid to outside Banks. The City shall exercise its rights under this "Certificate" within one (1) year following payment. J ARTICLE 20 - OWNERSHIP OF DOCUMENTS Bank shall be required to work in harmony with other Banks relative to providing information requested in a timely manner and in the specified form. Any and all documents, records, disks, original drawings, or other information shall become the property of the City upon completion for its use and distribution as may be deemed appropriate by the City. ARTICLE 21 - NOTICE Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended at the following addresses. CITY City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 With a copy to City Attorney at the same address. BANK Paul F. Vincent, Vice President First Union National Bank 1950 W. Hillsboro Boulevard, 2nd Floor Deerfield Beach, FL 33442 ARTICLE 22 - SIGNATORY AUTHORITY The Bank shall provide the City with copies of requisite documentation evidencing that the signatory for Bank has the authority to enter into this Agreement. ARTICLE 23 - MERGER; AMENDMENT This Agreement constitutes the entire Agreement between the Bank and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Bank and the City. n IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. City of Tamarac, through its Mayor and First Union National Bank (Name of party with whom Agreement is made), signing by and through its Vice President duly authorized to execute same. Witness: Marion Swenson, MC City Clerk Date: ATTEST: (Corporate Secretary Type/Print Name of Corporate Secy. (CORPORATE SEAL) CITY OF TAMARAC / e Schreiber, Mayor Date: ,. L... /r�l/'L' Jeffrey L. Wileij City Manager Date: . . ' . i FIRST UNION NATIONAL BANK r L (Authorized ignature) Paul F. Vincent, Vice President c n Date: � . �'� CORPORATE ACKNOWLEDGEMENT STATE OFFLORIDA COUNTY OF BROWARD The foregoing instrument was acknowledged before me this C"'140 day of September, 2001 by Paul F. Vincent, Vice of First Union National Bank, a Florida corporation, on behalf of the corporation. OF17 Y 5 L JUNE A WHrrE NOTARY PUEL1C STATE OF FLORIDA COMMISSION NO. CC775720 MY COMMISSION EXF. SEPr 152002 Sign re of Notary Public — State of Florida .TuA.r6 A - wk .Tc- Printed, typed/stamped name of Notary Public Exactly as commissioned p Personally known by me, or 9-Produced identification: (Type of identification produced) &71-6id take an oath, or ❑ Did not take an oath 8 WACHOVIA REMITTANCE SERVICES AGREEMENT RETAIL SERVICES T 's REMITTANCE SERVICES AGREEMENT ("Agreement") is made as of this /3 Y da of 2004 ("Effective Date"), by and between Wachovia Bank National Association ("Wachovia") and the City of Tamarac by and through its authorized contracting officer ("Client"). In consideration of the payments to be made and services performed under this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are herby acknowledged, and intending to be legally bound, the parties hereto agree as follows: I. SERVICES. Wachovia agrees to provide to Client the lockbox services which are described in Schedule A attached hereto and made a part hereof ("Services"), Services not included in Schedule A but which Client may request and Wachovia hereafter provide shall also be included within the definition of the term "Services". Client shall use commercially reasonable efforts to notify Wachovia promptly of changes in Client's business activities that might cause material fluctuation in processing volumes. Processing volumes in excess of (3) (see Section 6(0 below) shall be processed and reimbursed as mutually agreed between the parties. 2. CHARGES AND PAYMENT TERMS. Client agrees to pay Wachovia its charges for services as set forth in Schedule B attached hereto and made a part hereof, and as otherwise mutually agreed for additional and modified Services ("Charges"). Wachovia will send Client invoices on a monthly basis for Services rendered and Charges billed. Invoices shall be due upon receipt. A service charge at the rate of one and one-half percent (1-1/2%) per month (18% per annum) shall accrue and be payable by Client on the portion of any invoice that remains unpaid for more than thirty (30) days from the date of the invoice. Client shall be responsible for payment of all taxes applicable to the Services, which taxes may be measured directly or indirectly by payments made under this Agreement or that are otherwise required to be collected in connection with the Services, excluding franchise taxes and taxes based on the gross receipts or net income of Wachovia. Wachovia may invoice Client for any such taxes for which Client is responsible. Invoice amounts are not subject to discount, withholding, adjustment or setoff by Client under any circumstances. The Charges on Schedule B may be increased effective the fast anniversary date of this Agreement and any time thereafter if Wachovia sends notice of the increase to Client at least sixty (60) days prior to its effective date. Client must report to Wachovia in writing any invoice errors within ninety (90) days of the date of the error. Wachovia shall not be responsible for invoice errors reported after such ninety (90) days and the original invoice shall be considered correct. 3. RETENTION OF DATA. Wachovia agrees to retain data that is electronically sent to Client for five (5) business days from the date such data is sent to the Client. If such data is lost or damaged during such retention period and such loss or damage were caused by Wacbovia, Wachovia shall incur the cost of reconstruction and/or regeneration of the lost or damaged data using available Client data. If such data were lost or damaged during such retention period and such loss or damage were caused by the Client, the Client shall incur the cost of reconstruction and/or regeneration of the lost or damaged data using available Client Data. Client is responsible for providing all Client data including all source documentation required for such reconstruction and/or regeneration. 4. CONFIDENTIALITY. Wachovia and Client agree that all proprietary or confidential information (including, but not limited to, any Wachovia intellectual property, pricing information and Services information, the terms and conditions of this Agreement and the Client information) communicated to one party by the other party, whether before or after the date of this Agreement, will be received in confidence, and will not be disclosed by the receiving party, its agents, subcontractors or employees without prior written consent of the disclosing party, except as may be required by Wachovia in performance of Services or in connection with any audit by any federal, state or other governmental or banking authority having jurisdiction over the Client's or Wachovia's business, or as may otherwise be required by law. Each party receiving confidential or proprietary information from the other party shall take all reasonable steps and precautions to ensure that only those of its officers, employees and permitted agents with a need to know shall have access to such information solely in connection with the performance of this Agreement, and that each such person shall keep the information confidential in accordance with the provisions of this Section 4. In no event will the Client divulge any Wachovia proprietary or confidential information to any competitor of Wachovia or use it. to compete with Wachovia. The provisions of this Section 4 shall survive the termination of" this Agrcernent. 5. REPRIESENTATIONS AND WARRANTIES. (a) The Client represents, warrants and agrees that ('i) it has good title and ownership of all checks, cash and other items and information to be collected or received by Wachovia, (ii) it shall pay, when due, all Charges invoiced by Wachovia in accordance with this Agreement, (iii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and that it has all requisite power and authority to enter into this Agreement and carry out its provisions, (iv) this Agreement has been duly authorized by all necessary proceedings of the Client and constitutes the valid and binding obligation of the Client, and (v) the provisions of this Ag-reement do not conflict with or violate the organizational documents of the Client or the teens of any contract or agreement by which the Client or any of its property is bound. (b) Wachoviawarrants that (i) it has the right and authority to enter into this Agreement and to pertomr the services and other obligations as described in this Agreement and shall perform such services and obligations either itself or through'qualified subcontractors and/or outsoureers and Client specifically agrees that REMI'TC,O LLC and/or its affiliates will provide some or all of the services and obligations required of Wachovia hereunder in Agreement, (iii) it is free to enter into this Agreement, (iv) the making of this Agreement and the perforniancc of its obligations as contemplated by this Agreement is not a violation on its pant of' any contract, indenture or other agreement or relationship to which it is a party or by which is it bound, (v), it and its subcontractors shall perform the services and such other obligations in a professional manner, (vi) it will not infringe on, violate or misappropriate any patent, copyright, trade secret, trademark or other proprietary right of any entity in performing the services and such other obligations, and (vii) it shall use to perform the services and its other obligations described in this Agreement only personnel who are authorized to work in the United Sates of America.. (c) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, WACHOVIA DISCLAIMS ALL WARRANTIES WITH RESPECT TO 'PHIS AGREEMENT AND SERVICES INCLUDING, 13111' NUT LIMITED TO, EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES UNDER THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE RELATING TO THE TRANSFER AND PRESENTMENT OF CHECKS AND ITIEMS. THE ACCEPTANCE, HANDLING AND PROCESSING OF ANY CHECKS OR OTHER ITEMS UNDER THIS AGREEMENT SHALL NOT CONSTITUTE OR 13.E CONSTRUM) AS THE MAKING OF A WARRANTY OF ANY KIND BY WACIlOVIA ON BEHALF OF OR TO CLIENT, OR TO ANY THIRD PARTY, WITH RESPECT TO ANY SUCH CHECKS OR ITEMS. 6. i..IAI3ILITY AN I) REMEDIES (a) Client's Remedies. Client's sole and exclusive recourse and remedy for any loss it may incur in connection with this Agreement shall be as set forth in this Section 6. The liability of Wachovia shall be limited to direct losses actually incurred by Client directly resulting from Wachovia's failure to perform under this Agreement provided, however, that such liability for losses shall in any Year not exceed an amount equal to the Monthly Average Charge paid to Wachovia. The term "Year" refers to the twelve (12) month period immediately after the Effective Date and each twelve (12) month period thereafter. The term "Monthly Average Charge" shall be determined by totaling the monthly Charges paid to Wachovia over the Year immediately preceding the events leading to the loss, and dividing such total by 12 (or if 12 months have not yet elapsed after the Effective Date, the monthly average of fees paid to Wachovia for Ways OVIA the months that this Agreement has been in effect following the E11ective Date). The monthly Charges used to calculate the Monthly Average Charge shall exclude Wachovia's expenses. Client shall provide Wachovia with documentation sufficient to demonstrate any loss actually incurred by Client and for which Client seeks damages from Wachovia. Wachovia shall not be responsible for any loss incurred by Client from, a claim that is settled or compromised by Client without the prior written approval of Wachovia. At the request of Wachovia, Client shall transfer and assign to Wachovia all rights and remedies of Client with respect to any claim by Client for loss that is paid by Wachovia. The remedies provided for in this Agreement shall constitute liquidated damages received by the Client in fall and complete satisfaction of all claims, losses and/or damages, whether sought at law or in equity, at any time arising in comiection with this Agreementand the Services. ('b) No liability for Consequential Damages. in no event. will Wachovia be liable to the Client or to any third party for any indirect, special, punitive, incidental, consequential or compensatory losses, damages, claims or causes of action including, but not limited to, those arising; from loss of data or profits or any other econor is loss, even if Wachovia was aware of the possibility of such damages. (c) lZeinlbursenment. In the event of any breach by the Client of this Agreement or its material misrepresentation or omission, tire Client shall reimburse Wachovia for losses and expenses incurred by Wachovia resulting from or related to any such breach or material misrepresentation. Wachovia. shall provide the City with documentation sufficient to demonstrate any loss actually incurred by Wachovia and t'or which Wachovia seeks reimbursement from City. The City shall not be responsible for any loss incurred by Wachovia from a claim that is settled or compromised by Wachovia without the prior written approval of the City. At the request of the City, Wachovia shall transfer and assign to the City all rights and remedies of Wachovia with respect to any claim by Wachovia for loss that is paid by the City. (d) Error Reporting. Client must report to Wachovia in writing any errors or failures in the Services including, but not limited to, processing errors, within ninety (90) days of the date of the error or failure. Wachovia shall not be responsible for errors and failures reported after such ninety (90) days. (e) Force Majure. Notwithstanding anything in this Agreement to dle contrary, Wachovia will not be liable for any failure or delay in performance under this Agreement which is atthbutable to acts or events beyond the control of Wachovia including, but not limited to, war, conditions or events of nature, civil disturbance, work stoppage, power or equipment failure, fire and act or onussion of the U.S. Postal Service or any other third party, or increases in processing volumes because of mergers, acquisitions, consolidations or other business activities of Client that exceed the capacity of Wachovia to handle such volumes. (f) Volume Changes. Notwithstanding anything in this Agreement to the contrary, neither party will be liable to the other for any failure or delay in performance which is attributable to increases in processing volume because of mergers, acquisitions, consolidations or other business activities of Client (hat exceed sec note below). Note: If the volume increase or decrease is less than 20% of the committed "network" volume Wachovia needs to be notified. If the volume increase or decrease is 20% or more of the committed "network" volume, advance notification is required and Wachovia will require up to sixty (60) days to adjust staffing to meet volume fluctuations. Pricing adjustments due to volume fluctuations may he required, and advance written notification will be provided by Wachovia to Client sixty (60) days prior to the effective date of these changes. (g) The reimbursement provisions of this Section. 6 Shall Survive termination of this Agreement. M WM,lra1,xA 7. OWNERSHLP OF SOFTWARE. Wachovia shall own all right, title and interest in, including the copyright in and to, any Wachovia intellectual propc►ty used inn providing Services, and in and to any modification, enhancement or addition to any of Wachovia's intellectual property developed in connection with any of the Services requested by the Client, and Wachovia shall have the right to provide such Wachovia intellectual property and any modifications, enhancement or additional Wachovia J11tellectual property to other customers of Wachovia. '1'lte provisions of this Section 7 shall survive tcnnination of thus Agreement. S. NOTICE. For purposes .of this Agreement, written notice is sufficient if personally delivered or sent by nationally recognized overnight courier services, or sent by registered or certified mail, postage prepaid, .return receipt requested, addressed to either party at the addresses below, or by facsimile transmission (fax) (or at such other as a address a party shall designate by notice to the other party given in accordance with this Section 8). Notice shall be deemed to have been given when received by the addressee in accordance with the mailing or transmission method described above or when personally delivered. 9. TERM AND TERMINA,riON. The initial terns of this Agreement shall begin on the Effective Date and end on the expiration or termination for any reason of the Agreement For Banking Services (Agreement No. 01-11R) between Wachovia and the City dated October 10, 2001. This Agreement shall renew for additional terns for it term consistent with the renewal terra of Agreement No, 01-'11 R if such agreement is renewed provided, however, that either party may ternurrate this Agreement by delivering to the other party written notice of termination at least sixty (60) days prior to the end of the then current term. This Agreement may also be terminated immediately (i) by Wachovia at any time if Client defaults in the payment of any Charges, (ii) by either party if the other party breaches a material obligation under this Agreement and such other party fails to substantially cure such default within thirty (30) days alter receiving written notice of the default or, for those defaults not capable of cure within thirty (30) days, fails to promptly cornmence curing; such default within thirty (30) days, or (iii) by either party if''the other party becomes insolvent or makes an assignment for the benefit of creditors, voluntary or involuntary proceedings are instituted under any bankruptcy or insolvency law against the other party or a receiver or custodian is appointed for the other party. 10. MISCELLANEOUS. Except as otherwise provided herein, this Agreement may not be amended except in writing duly signed by each of the parties. Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by it. 'Phis Agreement, together with all Schedules, constitutes the complete and entire understanding and agreement between the Client and Wachovia with respect to Retail Lockbox Services and supersedes and replaces all prior agreements and understandings, oral and written, with respect to such services matters. Wachovia has the right to assign and transfer this Agreement, in whole or in part, to any person or entity. This Agreement shall be binding upon each of the respective parties and their successors and assigns. This Agreement shall be governed by, and construed in accordance with, the laws of the state in which Wachovia maintains the Client's deposit account without regard to conflicts of law principles. Client may not institute any action arising out of the Services more than one (1) year after the occurrence giving rise to a cause of action. If any provision of this Agreement is invalid or unenforceable for any reason, the balance of this Agreement shall remain in effect. The failure of a party to insist upon strict adherence to any tenn of this Agreement on any occasion shall not be considered a waiver of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Signed Agreements transmitted by fax shall be deemed to be of the same force and effect as an original of a manually signed copy. IN WITNESS WHEREOF, cacti of the parties hereto has executed this Agreement by its respective duly authorized officer as of the date first above written. 4 E WACROVIA WACHOVIA BANK, NATIONAL ASSOCIATION IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signing by and through its , duly authorized to execute same. ATTEST: 4r Marion wenso�,CC f City Clerk CITY OF TAMAPAC :_ Schreiber, Mayor Date /dh/dog �� ... _._._.... ,� Jeff e L. Miller, City Manager r l6M-1054;C Date: Approved as to form and legal suffici 'y Date /x/ /� l Mitchell S. raft, City Attorney ATTEST: (Signat re/Title] Paul F. Vincent/Vice President (CORPORATE SEA; AT,�f- SEA:� i ,nm1 00 5 wachovia, N.A, Signa Tit Robert Wilkins/Senior Vice President Date 0 WACROVTA CORPORATE ACKNOWLEDGEMENT STATE OF L•,Q)C/ :SS COUNTY OF I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared z, "� L��l/�� of . H V 1 a Corporation, to me known to be the person(s). described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this � � day of � 20!Ey 9 Signature of Notary Public State of Florida at Large 117)AIC/ QiJ �'�EX Son) IYIAARIONSWEWON. Print, Type or Stamp F MYCOMMWION0CCA8IE9B Name of Notary Public EXPIRES: Do wnbar is, 2004 eaa.o rnN try wait u�w� ❑ Personally known to me or Produced Identification ��- a L�et 0 1-25 sl- cgc C) Type of I.D. Produced ❑ DID take an oath, or L2'- DID NOT take an oath. C WIN "WM:acOvIA SCITEDUfA, A to RENTn"FANCE SERVICES AGREEMENT RETAIL LOC:KBOX SERVICES FOLLOWING IS A DKSCRIPTION OF RETAIL SERVICES. THE CLIENT IS REQUIRED TO SELECT FROM THE AVAILABLE OPTIONS WHERE INDICATED. 1. Mail Retrieval and Processing: it. The Client's mail will be retrieved from the post office at various times doing the night and day (when the site is open and providing processing; services). b. The Client's mail will be opened and the contents extracted for processing. C. The Client's nail will be batched with up to 500 items per batch anti a uniquely numbered ticket will be attached to each batch. Client may maker as alternate batch size request: 2. Items NOT Processed: Place an ".1'" beside aig item type that should .not be Processed. Items that are not checked will be processed. Exact payments (check amount't, equals coupon amount) —Non-exact payments (chock amount does not equal coupon amount) _ Multiple checks that settle to one coupon Multiple coupons that settle to one check Multiple coupons that settle to multiple checks _Checks received without coupons 3. Conditions NOT Reviewed: Items will not be reviewed for the following conditions: ■ llnsigned checks ■ Post-dated checks ■ Checks with restrictive endorsements ■ Foreign checks ■ Checks where written amount and numeric amount differ 4. Other Services. a. All information contained in the OCR line of each coupon received will be scanned and captured. b. Each check will be dollar encoded, endorsed and imaged. 1 NIP Mg Nvc:.itov.in C. One receivables file will be prepared and provided to the Client each (business) day via (please places an "' " by the [appropriate choice transmission oil or about ______ (please enter requested daily transmission time) each (business) day. d. A batch summary report will be prepared listing items processed, batch totals and deposit totals, and will be provided on diskette or tbrough transmssion. e. One package will be prepared at the end of each (business) day containing the following: ( place an "X" beside airy that do NOT apply): Correspondence _ Client specified items not processed _. Bateh sumrtiary report ., __Other: The package will be delivered to the Client via (choose one; U.S. snail is the dtfault): overnight snail T private courier U.S. mail t. One deposit will be made each (business) day. The requested Lurie for deposit cacti business day is (insert daily time). to: (insert bank name and address) 5. For Stop File Clients only: Client will deliver to Wachovia a stop file containing information about checks that are not to be deposited. 1'he Stop File will be delivered: (Insert time): before (Check frequency): _daily _weekly_ other (specify) (Check method): _electronic transmission _tape —diskette 6. Effective Date. is the Effective Date of this Schedule A. "During the initial terns, the increases in Charges provided under Section 2 of the Wachovia Remittance Services Agreement (exclud iig charges of third party service to Wachovia and subcontractors) may not exceed the then current annual percentage increase in the unadjusted Constaner Price Index ("CPI") for all items for all urban consumers as reported by the U.S. Department of Labor Bureau of Labor Statistics (or a comparable index if publication of the CPI is discontinued)." IN WI'1'NF,SS WHEREOF, the undersigned parties hereby acknowledge and agree that this Schedule A is a pact of and incorporated by reference in the Wachovia remittance Services Agreetttent between the parties dated i7 WACHOVIA BANK, NATIONAL ASSOCIATION By: Name: 1e.L7Jll4t�yh Title: Vlic. 0 WACROVIA CITY OF TAMARAC By: . /'7r• Name: J�'F"( Title: C (_ i Ll ( 'X�A)*%- SCHEDULE B to REMITTANCE SERVICES AGREEMENT CHARGES FOR SERVICES CITY OF TAMARAC RETAIL LOCKBOX PRICING RETAIL LOCKBOX MONTHLY MAINTENANCE (per mo., box) $175.00 STANDARD ITEM PROCESSED (per item) over 10,000 items $0.21 PARTIAL PAYMENTS $0.02 MULTIPLE PAYMENTS $0.04 NON-PROCESSABLE ITEMS $0.25 ITEMS TRANSMITTED $Q.005 CASH HANDLING $1.25 INCOMING OVERNIGHT MAIL $1.25 CHECK AND LIST $0.25 CHECK ONLY -NO CHECK $0.30 DIGIT PHOTOCOPY $0 10 DATA TRANSMISSION MAINTENANCE $175.00 OPTIONAL SERVICES CD ROM SOFTWARE $1,500,00 CO ROM MONTHLY MAINTENANCE $150.00 CD ROM PER CD $25 00 CD ROM PER ITEM $0.0065 RETAIL LOCKBOX IMPLEMENTATION FEES WILL APPLY - SEE ATTACHED IMPLEMENTATION MATRIX . STANDARD ITEM PROCESSED (less than 10,000 items) $.28/item May 28, 2003 WRi71.0VIA 4 0 WACMOVLA. IN WITNESS WHEREOF, the undersigned parties hereby acknowledge and agree that this Schedule 13 is a part of and incorporated by reference in the Wachovia Services Agreement between the parties datedZoo WACHOVIA BANK, NATIONAL ASSOCIATION i By: Authorized Signature r % Name: / o b r 0 Title:— ��trle J,o► CITY OF TAMARAC By: Aut o ze ignature Name: Title;' LA ;h *,V^ 5 , 11V_ACAJOV IA, REMITTANCE SERVICES AGREEMENT RETAIL SERVICES COMPLETION INSTRUCTIONS THE NUMBER BELOW CORRESPONDS TO THENUMBER ON THE SAMPLE . I GREPL•M€'NT WHICH ,IS ATTACHED. THE AGREEMENT FORMS THE LEGALLY BINDING RELATIONSHIP BETWEEN THE PARTIES SO BE SURE THE FOLLOWING INFORMATION IS ACCURATELY EN7EAED ON THE AGREEMENT. L DATE Insert day (I.A), month (1.13) and year (1.C) 2. CLff N'1' NAME I nsert proper legal name for the Client in (2) 3, VOLUME Insert maximum volume amount accordingly 4. TERM Insert initial term of Agreement in (4) 5. SIGNATURE, Insert Client's legal name in (5.A) LINF, Client and Wachovia sign in (5.13) Print or type name and title of signer in (5.C) Insert addresses and fax numbers of Wachovia and Client in (5.1)) (do not use Post Office box) G. SCHEDULE A Insert Effective Date of the Agreement in (6.A) Insert the Effective Date of the Wachovia Remittance Services Agreement in (G.H) (the date that was entered as provided in LDATF: above.) Insert Client's legal name in (fi.C:) Client and Wachovia sign in (6..D) Print or type name and title of signer in (G.F.) 7. SCHEDULE B Insert the minimum monthly charge in (TA). The amount entered should be [80% X monthly projected volume X (standard processing Ice plus maintenance fees)). Insert the date of the Agreement in (7.13) (the date that was entered as provided in LDATL above.) Insert Client's legal name in (7.C) Client and Wachovia sign in (7.D) Print or type name and title of signer in (7.E) 00-08-2004 03:81a FrOPWACMDVIA F-262 704-874-3109 T-007 P.002/002 P-881 SECRB?'ARY"S CBRTMICATP WACHOVIA BANK, NATIONAL ASSOCIATION' t . � 1' t Secretary of Wach ovia Batt>G, National AssoaiatiOu (tie "Asxocietift"), hfttb crtify ftt the following r=olutian was duly adopted at a Ong of *W Bid ofBisectors Of rbe Associatiatr on April 20, 2004, and that tk UM is ref2ecied in its cowpomte n wds: Resolution Regarding Oti"m Aurltority and Fcecution of Dock RESOLVM, that the Psidesr xad any Yiea Pttesideat (however Dittctw, Aireotc►r, Associate ar mod)' Manai�g parsons holding other sack eguivalcm bW with the Association. or any 009 Of said Offlaen, together with the SemvWy our any Aaaiamat Secretary of t#se Aasociatica, ifram, be wd they arc b�Y MY autlt rind to sign, ex=t+e, aaktiowledW vo'fy, dshvex or kept on behalfof and in The names of 4e Association, all agroements, indentures. mortgages, deeds, cOnVOYSM . tiransf err. certiAcate$, declarations, recehm, dischmges, releases, cads ions. settlm ants, Mulertaicinp,1vrj�ons, scbe"45, aeaauxsta, aMdavits, bonds, Prm'es, and Other inaMIMMUts or document' (collvetivel � � s") to as Tocwwn thav may arise in cQMCctiats with qr relaft to dw conduct oftM bums of the AssociutiM pmvided, however, ttwt whore regttirt d, any Agcumepi aball ba atresbad by area of said oflirtxs other th= the ofl5ces exeouf , such � ►,) & Doet=rnt nosy also be exet:wrA aclasow > her, that arty Associatioot in ouch atlrer aranrsee �d mod. vcri5cd, dalxv+mrar3, or aaeeptyad on behalf of rho mty fittu m time by such other otters as the Board or adw SOveming body cfi and pmvidsd, fcuthar, that tine ptoviri= of this rceolution an svppleatsseuaty to any Pfttmt Pvvisians of the Aasociation's govenaing daounuuts; and mar fltC Ptcddwtt and any Vice Presides Aft Vioe Pretridcat. Mam&g Du=toa, Director, payor+s boldirs$ other zuch equi'valcat titles slsalI have. by virtue of dme r OM Do, the said o are to times m act es as Assirawt Secretary of the Association, and to suds eccae:at; appnin:tcd ro the office afA•saisutnT Secretary; RMOLVED F[i6tTl rm drat to the extent WMARy, deairablo or convcnieut m aautaartiam with the executipa and delivery of any Document that may arise in ooMw4don With or rwte to the conduct of Ow business of the Awociab a duly skated Association may execute and deliver a Docc meat as a Senior Vice President of the Assxcj� AsspCi>triorn. a duly alecred Ddiraaof the AssnciatkM may acecute nt a DOcwx as a Vice President of the axedtclr a duly elected Associate of the Amociation may mecum a Daw'netst au as Assisuut Vice Prcaideut of the Association; sad RFSOLVED FURT MM, that any and all actions ha vlofm or hence Ubn or caused to be W= by the apprppristO *Men Of the Associatiaat wit & the teams of gm foraSoing resolutioes bc, and the same her6by are, appmvc4 rad&4 atnd cou&nsed. I tamer cenffy titan dre following Wividtnal is a duly elected officd• of the Association, holding rho tithe set fords opposite leis name: Robert Eats Wilkins, Jr. Scotian Vice President 81" w wpms WRRREOF, I have $et my bind and the sal of the Assooial ion this -- .� dWai' ��°1°�' 20" \\1111111f1lI (SEAL) JIM r � 08-13-2004 03:25pm From-WACHOVIA 704-374-3105 T-618 P.002/002 F-691 E_ XTE—A T FROM THE Y-LAWS OF W OVi. B TION TION 1, Carol Mullis, Assistant Secretary of Wachovia Bank, National Association hereby certify that the following is a true and complete extract from the By-laws of Wachovia Bank, National Association, a national bandng association, now in full force and effect: Section 7j ! o_rnorsASeat that the President, the Cashier, the Secretary or any Assistant Cashier, or Assistant Secretary, or other officer thereunto by the Board of Directors shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal shall be in the form adopted by the Board of Directors. IN WTINESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this 13`h day of September, 20N. (CORPORATE SEAL) Wlav �. �LC"1� •ra= �7r�riir1 Pf11t1 Carol k Mullis Assistant Secretary CERTIFICATE NUMBER 129200 PRODUCER (For contact Information aee page 2, It not send corrsapondence to this address) THIS CERTIFICATE ISISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE POLICY. THIS Marsh USA Inc. CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE 100 North Tryon Street, Suite 3200 POLICIES DESCRIBED HEREIN. Charlotte, NC 28202 CA NON-RESIDENT #OB22889 COMPANIES AFFORDING COVERAGE -- -- -- — COMPANY A: Ace American Insurance Company A+ X v INSURED (For contact information sea page 2, do not send correspondence to this address) COMPANY B: Indemnity Insurance Company of North America Wachovia Bank * N Wachovia Corporation 201 South College Street, NC 1132 COMPANY C: Lloyd's of London A XV Charlotte, NC 28244-1132 COMPANY D: Self -Insured United States THIS CERTIFICATE SUPERSEDES AND REf�LAC(MS% I$ I. Y I SUED „ !FI I Ff3) TI #E PO ,ICY 4 ERIOD NOTE 08 FLOW, THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIRMENTS, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES LISTED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY) POLICY EXPIRATION DATE (MM/DD/YY) LIMITS .. D GENERAL LIABILITY Self -insured 3/1/2006 3/1/2007 GENERAL AGGREGATE $5,000,000 X COMMERCIAL GENERAL LIABILITY PRODUCTS - COMP/OP AGG $5,000,000 CLAIMS MADE 7 OCCUR PERSONAL & ADV INJURY _ $5,000,000 OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $5,000,000 X General Aqgreaate Applies FIRE DAMAGE (Any one fire) $5,000,000 Per Location MED EXP (Any one person) A AUTOMOBILE LIABILITY ISA H0800612A 3/1/2006 3/1/2007 COMBINED SINGLE LIMIT $5,000,000 X ANY AUTO ALLOWED AUTOS t BODILY INJURY SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS Vendor Date of Revi4w (Per person) 4 BODILY INJURY (Per eccldent) �. ACCepteble PROPERTY DAMAGE. (Nate eti Cie____....---._._T dp�•.. P sk M&MOV 3191111011 A EXCESS LIABILITY XOOG23571766 3/1/2006 3/1/2007 EACH OCCURRENCE $5,000,000 AGGREGATE _... $5,000,000 �( UMBRELLA FORM OTHER THAN UMBRELLA FORM B B A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY THE PROPRIETOR/ PARTNERS/EXECUTIVE INCL OFFICERS ARE: E EXCL WLR C44336133 (AOS) SCF C44336121 (AK, TN) WLR C44335815 (CA) SCF C44335840 (WI) 2/1/2006 2/1/2006 2/1/2006 2/1/2o0fi 2/1/2007 2/1/2007 2/1/2007 2/1/2007 wcsTATUTORY OTHER X LIMITs EL EACH ACCIDENT $1,000,000 EL DISEASE -POLICY LIMIT $1,000,000 ---- ----- EL DISEASE -EACH EMPLOYE --- •--- $1,000,000 C OTHER,,, Blanket Bond B0595FDO534702006 6/1/2006 6/1/2007 $20,000 �T N DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLES/SPECIAL ITEMS ,,. Please refer to page 2 for additional information. OERTIE1CATElHOLDER City of Tamarac 7525 NW 88th Ave Tamarac, FI 33321 C SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EIS 'TON THERET E INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL 30 PAYS WRITTEN NOT O THE IFICATFHOLDER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATILIABILIIY pF ANY ro UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES, OR TN ER OF I CERTI TE, MARSH USA INC. BY: Paula Christ Page 1 of 2 Page 2 of 2 A of Tamarac Purchasing and Contracts Division TR11057 EXHIBIT 4 AGREEMENT AMENDMENT #1 TO THE AGREEMENT FOR BANKING SERVICES BETWEEN THE CITY OF TAMARAC AND FIRST UNION NATIONAL BANK (FUNB) D/B/A WACHOVIA BANK, N.A. This Amendment to the October 10, 2001 Agreement between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and First Union National Bank (FUNB) D/B/A Wachovia Bank, N.A., a corporation, with principal offices located at 1950 W. Hillsboro Blvd., Deerfield Beach, FL 33442 , is made and entered into thi42*lay of ^&�mb(f , 2006. WHEREAS, the City and the Contractor entered into an Agreement dated October 10, 2001, awarded as a result of RFP 01-04R, entitled Banking Services; and WHEREAS, both parties wish to amend the original Agreement dated October 10 14, 2001; said amendment to include a two-year renewal term; and WHEREAS, the Contractor has provided satisfactory service to the City, NOW, THEREFORE, in consideration of the promises contained herein, the parties hereto agree to amend Article 1 of the original agreement as follows: ARTICLE 1 — EFFECTIVE DATE The work to be performed under term e# this Agreement is for a period of five {5) two years , horn+A fnr an addit5r Ral two year peFi d effective October 10, 2006 through October 9, 2008. 2. All other provisions of the original agreement dated October 10, 2001 remain in effect as written. Words struck through are deletions from the agreement. Words underlined are additions to the agreement City of Tamarac Purchasing and Contracts Division IN WITNESS WHEREOF, the parties hereby have made and executed this Amendment to Agreement on the respective dates under each signature, the City of Tamarac signing by and through its Mayor and City Manager and Contractor, signing by and through its Vice President, duly authorized to execute same. -ATTEST: (Marion Sw&hson, CMC :pity: Clerk 60«0 p Date ATTEST: (Corporate Secretary) Wij on Type/Print Name of Corporate Secy. C Y OF TAMARAC Beth lansbaum-Talabisco, Mayor g19-1106 D tae JeffryMiller, City Manager Apgroy'gl asap Wiyh ang4/ gal,4ufficiency: S. G000, Cj Ddte First Union National Bank (FUNB) D/B/A Wachovia Bank, N.A. Company Name A10 A 4t L Si nature of Vice Presid Scott D. Kreiger Type/Print Name of Vice President of Tamarac Purchasing and Contracts Division STATE OF FLORIDA CORPORATE ACKNOWLEDGEMENT (j COUNTY OF Y�tJ :S5 I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Scott D. Kreiger Vice President of First Union National Bank, d/b/a Wachovia Bank, N.A., a Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this 3-11% day of 2-tM, 2006. UlknPahon Signature of Notary Public }r•` '� MY COMMISSION# pp272%3 EXPIRES State of Florida at Large Der emger 12, 2007 �^.+gpNAFOTuPtITROY FAIN INSURANCE, INC Print, Type or Stamp Name of Notary Public Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or �`� DID NOT take an oath. of Tamarac Purchasing and Contracts Division TR11057 EXHIBIT 5 AGREEMENT AMENDMENT #1 TO THE AGREEMENT FOR REMITTANCE SERVICES BETWEEN THE CITY OF TAMARAC AND WACHOVIA BANK, N.A. This Amendment to the October 13, 2004 Agreement between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and Wachovia Bank, N.A., a corporation, with principal offices located at 1950 W. Hillsboro Blvd., Deerfield Beach, FL 33442, is made and entered into this al day of er2tern j!,C__, 2006. WHEREAS, the City and the Contractor entered into a Agreement for Remittance Services dated October 13, 2004, which was supplemental to the Banking Services Agreement dated October 10, 2001; and WHEREAS, the term of the Remittance Services Agreement is concurrent with the Banking Services Agreement inasmuch as the Agreement terminates on October 9, 2006; and WHEREAS, both parties wish to amend the original Agreement dated October 13, 2004; said amendment to include a two-year renewal term; and WHEREAS, the Contractor has provided satisfactory service to the City, NOW, THEREFORE, in consideration of the promises contained herein, the parties hereto agree to amend the original agreement as follows: Add the following to the end of Section 9. TERM AND TERMINATION: In accordance with the renewal of Agreement Number 01-11 R dated October 10, 2001 this Agreement is renewed fora period of two 2 ears effective October 10 2006 through October 9, 2008. 2. All other provisions of the original agreement dated October 9, 2002 remain in effect as written. Words struck through are deletions from the agreement. Words underlined are additions to the agreement of Tamarac Purchasing and Contracts Division IN WITNESS WHEREOF, the parties hereby have made and executed this Amendment to Agreement on the respective dates under each signature, the City of Tamarac signing by and through its Mayor and City Manager and Contractor, signing by and through its Vice President, duly authorized to execute same. 4l'TEST:_ _Marion Swensa , CMC GW.Clerk D e ATTEST: CITY OF TAMARAC r ' Beth Flansbaum- alabisco, Mayor a Date /� Jeffrey . Miler, City Manag - g bo 10 Date Wachovia Bank. N.A. Com any Na e w (Corporate Secretary) Signature of Senior Vice resident lclm� a '� ��„ n Scott D. Kreiger Type/Print Name of Corporate Secy. Type/Print Name of Vice President Date of Tamarac and Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OF FLORIDA :SS COUNTY OF I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Scott D. Kreiger, Vice President of Wachovia Bank, N.A., a Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this day of �� , 2006. Lillian Pbbon i.: WCOMM K)N# DD272063 EXPIRES 1%5. December tz 2007 FJr„!4••" BONDED TMRU TROY FAIN INSURANCE INC Signature of Notary Public State of Florida at Large �1! io00 Print, Type or Stamp Name of Notary Public Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or DID NOT take an oath. 3