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HomeMy WebLinkAboutCity of Tamarac Resolution R-2004-2361 Temp. Reso. #10433 July 28, 2004 Revision 3 -- October 5, 2004 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2004- � 3 4 A RESOLUTION OF THE CITY COMMISSION 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 (FUNB) 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 (FUNB) 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 n 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 13th day of October, 2004. Page 4 z ( SE H SCHREIBER, MAYOR ATTEST: !c r a ' er RECORD OF COMMISSION VOTE: rMAR ON SW NSON, C C MAYOR SCHREIBER6 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 Sz CITY ATTORN 1 [1 Temp. Reso. #9919 September 24, 2002 Page 1 CITY OF TAMARAC, FLORIDi TR10433 EXHIBIT "A" RESOLUTION NO. R-2002 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. Temp. Reso. 49919 September 24, 2002 Page 3 1 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 9th day of October, 2002. ATTEST: i MARION S ENSON, CMC CITY CLERK L_ I HEREBY CERTIFY that I have approved this RESOLUTION as to form. 1 .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 FVNO INSTITUTIONAL CUSTODY AGREEMENT CORPORATE ACKNOWLEDGEMENT STATE OF."B# ak COUNTY OF / /_ /,=/';, :SS I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the Co mre y afosaid to take acknowledgments, personally appeared ) ` , ' r / , 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 dayof 20 w Signature of Notary Public N!otr.3rial Seal State of Rfa#&rat Large D,')vid I Luhdan, l' otary Public r . iisd uru f h�ladelphia County hSy (-t mir !s_.ion Uxpires Apr. 28, 2003 1 fi�4riL'•wr, i'enn ,lverorr An,ociatron 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 a 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. ATTEST: Marion Swenson, CIVIC City Clerk CITY OF TAM'�(rARA/C �� v c , Joe'Schreiber, Mayor Date L Jeffrey L. 4f, Cit Manager /cphv�- _ Date Appr as t arm and legal su ela tncy: Date Mitchell S. Kraft, ity At ey Date ATTEST: FIRST UNION NATIONAL BANK (aka WACHOVIA BANK, N.A. Company Name ?(C�o rate Secretary) Type/Print I,me of Corporate Secy. y L1 tie r� Authorized Signature Type/Print Name (CORPORATE SEAL) Date FONO 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. 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 INSTITUTIONAL CUSTODY AGREEMENT to the Account in light of particular circumstances in different markets, classes of assets, and countries at different times. 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. TR 9919 EXHIBIT 112" 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 Tc the extent required by applicaLie law, all Securities in the possession of Me Bank shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation maybe accomplished by appropriate identi fication 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 l l 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: 0-� (the "Co,iipanv" 4(auw�,i-:edsignature) Title: Date: By: First Union National Bank (The ;"Bank." r (authorised signature) Title: t� ' t� % ^'4 el 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 Certify That: ( 1) The number sho%%n on this form is my correct Taxpayer Identification Number (or that I am waiting fora number to be issued to me); and (2) 1 am not subject to backup withholding because. (a) I an, exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Scrcice (IRS) that I am subject to backup withholding as a result of failure to report all interest ordividends, 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 I.D.#: 14 - D3- 19(vg0o - SefC_ Exempt Recipients Check Here: 17ecj• *- S'C?- (03cj5S;1, The Internal Revenue Service 4esn require your consent to any provision of this document other than the certifications required to avoid backup withholding. Primar} Applicant 5ignutur �a Q J Date: Kevtsron us, iu/oo REPURCHASE MASTER AGREEMENT _ Dated as of �'�' �A-Mara�c r• (the "Com 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 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. Segregation 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. CORPORATE ACKNOWLEDGEMENT STATE OFFLORIDA COUNTY OF BROWARD The foregoing instrument was acknowledged before me this day of September, 2001 by Paul F. Vincent, Vice of First Union National Bank, a Florida corporation, on behalf of the corporation. OFFICIAL NOTARY SEAL ,JUNEA WHrrE NOTARY PUBLIC STATE OF FLORIDA COMMISSION NO. CC775720 MY COMMISSION EXP. SEPT 15,2002 Sign re of Notary Public — State of Florida -Ti, tj e A - Wk-LT-IC-- Printed, typed/stamped name of Notary Public Exactly as commissioned ❑ Personally known by me, or L.-Produced identification: (Type of identification produced) i�d take an oath, or ❑ Did not take an oath W 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: ! YO/, (Corporate Secretary Type/Print Name of Corporate Secy. (CORPORATE SEAL) CITY OF TAMARAC (ye Schreiber, Mayor Date: Jeffrey L. Ilet, City Manager Date: i FIRST UNION NATIONAL BANK 2�t (AuthorizedSignature) Paul F. Vincent, Vice President Date: -2 t 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. 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. M 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. 0 1 -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 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. A `t 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. 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. J 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 9919 EXHIBIT 111" AGREEMENT FOR BANKING SERVICES AGREEMENT NO.01-11R THIS AGREEMENT made and entered into this %C day of � i i"_,: 20 c ; , 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 2nd 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. E, WACKOVIA WACHOVIA REMITTANCE SERVICES AGREEMENT RETAIL SERVICES T is REMITTANCE SERVICES AGREEMENT ("Agreement") is made as of this 4e day 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: 1. 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(f) 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 first 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 Wachovia, 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 CWN 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 Agreement. 5. REPRESENTATIONS 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 cant' 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 Agreement do not conflict with or violate the organizational documents of the Client or the terns of any contract or agreement by which the Client or any of its property is bound. (b) Wachovia warrants that (i) it has the right and authority to enter into this Agreement and to pertimn the services and other obligations as described in this Agreement and shall perfonn such services and obligations either itself or through qualified subcontractors and/or outsourcers and Client specifically agrees that REMITCO I,I,C and/or its affiliates will provide sorne or all of the services and obligations required of Wachovia Hereunder in Agreement, (iii) it is free to enter into this Agreement, (iv) the malting of this Agreement and the perforniance of its obligations as contemplated by this Agreement is not a violation on its part 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 F',XPRESSLY STATED IN TIIIS AGREEMENT, WACHOVIA DISC<l,A1MS ALL WARRANTIES WITH RESPECT TO 'PHIS AGREEMENTAND SERVICES INCLUDING, BIJT NOT LIMITED TO, EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR. I'URPOSE AND ALL WARRANTIES UNDER TI-IE PROVISIONS OF THE UNIFORM COMMERCIAL CODE RELATING TO THE TRANSFER AND PRESENTMENT OF CHECKS AND ITEMS. THE ACCEPTANCE, HANDLING AND PROCESSING OF ANY CHECKS OR OTHER ITEMS UNDER THIS AGREEMENT SHALL NOT CONSTITUTE OR BE CONSTRUED AS THE MAKING OF A WARKANTY OF ANY KIND BY WACIIOVIA ON BEHALFOF OR TO CLIENT, OR TO ANYTHIRD PARTY, WITH RESPECT TO ANY SUCH CHECKS OR ITEMS. 6. L.IABILITY AND .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 deternuned 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 2 O WAVAKYVIA the rnontlrs that this Agreement has been in effect following the Effective 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 full and complete satisfaction of all claims, losses and/or damages, whether sought at. law or in equity, at any time arising in connection with th is Agreement and 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 economic loss, even if Wachovia was aware of the possibility of such damages. (c) Reimbursement. In the event of any breach by the Client of this Agreement or its material misrepresentation or omission, the 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 for which Wachovia seeks reimbursement from City. Ilre 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 lransfcr and assign to the City all rights and rernedies 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 the contrary, Wachovia will not be liable for any failure or delay in performance under this Agreement which is attributable 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 omission of the IT.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. (1) 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 that exceed (see 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 be 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 7. OWNERSHIP OF SOFTWARE. Wachovia shall own all right, title and interest in, including the copyright in and to, any Wachovia intellectual property used in 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 intellectual property to other customers of Wachovia. The provisions of this Section 7 shall survive tenination of this Agreement. 8. 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 TERMINATION. The initial teen 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. 01-1 1R) between Wachovia and the City dated October 10, 2001. This Agreement shall renew for additional terra for a term consistent with the renewal terra of Agreement No. 01-11R if such agreement is renewed provided, however, that either party may terminate this Agreement by delivering to the other party written notice of termination at least sixty (60) days prior to the end of the therm current term. This Agreement may also be tenninated 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 after receiving written notice of the default or, for those defaults not capable of cure within thirty (30) days, fails to promptly commence curing such default within thirty (30) days, or (iii) by either party if the other party bccornes insolvent or makes an assigrunent 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. This 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 cacti 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 teen 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 WIIEREOF, each of the parties hereto has executed this Agreement by its respective duly authorized officer as of the date first above written. 4 0 WACHOVIA 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: Marion Swenson, C C City Clerk CITY OF TAMAPAC -Q� 6�klSchreiber, Mayor a h—Y o Date Jeff e� L. Miller, City Manager 16����a Date: y Approved as to form and legal l ci suffiy Date la//? /,� Mitchell S. Kraft, City Attorney ATTEST: (Signat re/Title) Paul F. Vincent/Vice President (CORPORATE SEA "N`���ru►►uunp�pi %AT/o ��•, SEAL :1 lI1111111 Wachovia, N.A. SignaTit Robert Wilkins/Senior Vice President Date 11 WiiCHOVIA CORPORATE ACKNOWLEDGEMENT STATE OF /D q °� :SS COUNTY OF _ b 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, "n1 personally appeared LC •l 610, 4//7!�- of 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 200 Signature of Notary Public State of Florida at Large MARION SWENSON Print, Type or S t amp n: MY COMMISSION ACC9612M Name of Notary Public EXPIRES: Uecner 15, M Bonded Thou Notary ftk Underwdlera ❑ Personally known to me or Produced Identification L DL-# 01`c � %P "J b C8C C Type of I.D. Produced ❑ DID take an oath, or DID NOT take an oath. 6 'WA.c. T IOVrn SCHEDULE A to REMITTANCE SERVICES AGREEMENT RETAIL LOCKBOX SERVICES FOLLOWING IS A DESCIUPTION OF RETAIL SERVICES. THE CLIENT IS REQUIRED TO SELECT FROM TIIE AVAILABLE OPTIONS WHERE INDICATED. 1. Mail Retrieval and Processing: a. The Client's .mail will be retrieved from the post office at various times during the night and day (when the site is open and providing processing services). b. The Client's rnail will be opened and the contents extracted for processing. C. The Client's mail will be batched with up to 500 items per batch and a uniquely numbered ticket will be attached to each batch. Client may make as alternate batch size request: 2. ttems NOT Processed: Place an ",\" beside ally item 1jpe that should not be processed Items that are not checked will be processed. --Exact payments (check amount equals coupon amount) —Non-exact payments (check 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: ■ Unifrned 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 M illrr" M WvC; sic;>vcn, c. One receivables file will be prepared attd provided to the Client each (business) day via (please place al/ `,Y" by the appropriate choice transmission ors or about (I7Icrlse enter /"cglrestecC (laity tl"ansnusslo/'( tlnE') 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 through transmission. e. One package will be prepared at the end of each (business) day containing the following: ( place an "X" beside any that do NOTapply): Correspondence ___ Client specified items not processed Batch summary report Other: The package will be delivered to the Client via (choose one; [IS. snail is the default): overnight mail private courier U.S. mall 1'. One deposit will be made each (business) day. The requested tune for deposit each business clay is (insert daily line). to: (insert hank na/ne 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. I'he Stop File will be delivered: (Insert tine): before (Check frequency): _daily _weekly__ other (shecifj7) (Check nethod): _electronic transnussion _tape _diskette 6. Effective Date. is the Effective Late of this Schedule A. "During the initial term, the increases in Charges provided under Section 2 of the Wachovia Remittance Services Agreement (excluding charges of third party service to Wachovia and subcontractors) may not exceed the then current arurual percentage increase in the unadjusted Consumer Price Index ("CPI") fin- 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 dlscontlnlled)." 1N WI'1'NF{;SS WHEREOF, the undersigned parties hereby acknowledge and agrec that this Schedule A is a pals of and incorporated by reference in the Wachovia lZenrittance Services Agreement between the parties dated 2 WACHOVIA BANK, NATIONAL ASSOCIATION B� ' Y• Name: 1 p F L Title: 3e_A r o.- b i (e- PQ! S)c.k "WA,c. HOVI , CITY OF TAMARAC By: Name:6L�'� Title: (f 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 $0.005 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 CD 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 Fj 0 IN WITNESS WHEREOF, the undersigned parties hereby acknowledge and agree that this Schedule B is a part of and incorporated by reference in the Wachovia Services Agreement between the parties dated ( 2.06. WACHOVI . BANK, NATIONAL ASSOCIATIION By: Authorized Signature r% Name: L(!t lKrr 1/0 Title: Sc nICV'cC re -"de .. CITY OF TAMARAC By: Au o ze ignature Name:J Title: T LA rh 5 -001 w�u:;>.rvvrn REMITTANCE SERVICES AGREEMENT RETAIL SERVICES COMPLETION INSTRUCTIONS THE NUMBER BELOW CORRESPONDS TO THE NUMBER ON THE SAMPLE AGREEMENT WHICH IS ATTACHED. THE AGREEMENT FORMS THE LEGALLY BINDING RELATIONSHIP BETWEEN THE PART[ES SO BE SURE THE FOLLOWING INFORMATION IS ACCURATELY F.NI RED ON THE AGREEMENT 1. DATE Insert day (LA), month (1.B) and year (1.C) 2. CLIENTNAME I risert proper legal riarne 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) LINE. Client and Wachovia sign in (5.R) Print or type name and title of signer .in (5.C) Insert addresses and fax numbers of Wachovia and Client in (5.D) (do not use Post Office box) C. SCHEDULE A Insert Effective Date of the Agreement in (fi.A) Insert the Effective Date of the Wachovia Renuttance Services Agreement in (G. B) (the date that was entered as provided in LDATH above.) Insert Client's legal name in (6,C) Client and Wachovia sign in (G.D) Print or type name and title of signer in (fi.I) 7. SCHEDULE B Insert the minimum monthly charge in (7.A). The amount entered should be [SO% 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 LDATE above.) Insert Client's legal name in (TC) Client and Wachovia sign in (7.D) Print or type name and title of signer in (7.E) Sea-09-04 04:27am From-WACHOVIA BANK CB +9044ei5441 T-169 P.02/02 F-262 06-00-tp04 03:38sm FrwWACHOVIA - 704-874`3105 T-807 P.002/002 F-181 SECRETARY'S CERTIFICATE WACHOVIA BANK,, NATIONAL ASSOCIATION `Am- �t Secretary Ofy wJwvia B Association (the "Association") hmb �, NaAonal a meeting of the Board of D=Ctors of the A-M lt.on On Iowing resolution was duly adopted at reflected in its corporate records: Apri120,o0d, and t>bat die same is Resolution Regarding Oficer Authority and Rxecution of Doeumeats RBSOLVED, that the President and any Vice President (however designated), Managing Director, Director, Associate Or Persons holding other such equivalent titles with the Association. Or any one Of said officers, together with the Secretary or any Assistant Secretary of the Association, ifrequired, be and they are hereby fully autbo ized to sign, execute, aaianawlecigc, verify, deliver or accept on behalf of and in the name of ,� Assoei sin all agrcemeat3, indentures, mortgages, deeds, cortveyancea, transfers, certificates, declarations, receipts, discharges. releases, satisiaOtions, settletneats, wads, Aepp0m, schedules, accounts, affidavits, bands, Proxies, and other instruments or documents (collectively, hereinafter referred to as "Documents') that may arise in cognectivn with or relate to the cone of the bgeiness of the Associatim provided, however, that where required, any Docamept shall be attested by one of said Officers other than the of car executiag such Document aad Document may also be execahtd, amodclmowl l i >�ittther, that ax�y Association in such other Manner and b3' s' such other officers deliverers* or accepted an behalf of the ers as the Board or Other 80vernitlg body may from tittle m time direct; Md provided, further, that the provisions of this resolutim are supplementary to any pertinent provisions of the Association's governing documents; and that rho President and any Vice President, Assistant Vice president, Managing Director, Director, Associate or persons holding other such equivalent titles shall have, by virtue of their for such e authozity from time to time to act as an Assie mt S��, of the Association, and , the the y said officers are appointed to the office ofAssislant Secretary; RESOLVED FMTMM. that to the eactent necessary, desirable or convenient in oomwction with the execution and delivery of any Docuu=t that may arise in comwcdvrt with or relate to the conduct of the business of lbt Association, a duly elected Managing Director of the Association may execute and deliver a Document as S Senior Vice President of the Association, a duly elected Director of the Association may execute a Document as a Vice President of the Association. and a duly elected Associate Of The AssOciatim may execute it Docurneut jw an Assistant Vice PrWdcat of the Association; and RESOLVED VTR. that any and all actions heretofore or l a=ft talten or caused to be Win by The aPFmpristc O:Mcm of dw Association widlin the to= of the foregoing resolutions be, and the came hereby an, approved, ratified, and confirmed. I Arthar r tify that the following individual is a duly elected offim of the Association, holding the title set for[h opposite his name: Robert Earl Wilkins, Yr. Senior Vice President IN WITNESS WHEREOF, I have set my hand ` day of s aooa. and the seal of the Association this ,,\y\1111111f If I//�� .��. Nq�-gc,,I- ($E°►i) . Assi Secretary EA�::�M 149098 "'� '" .............. 09-13-2004 03:25am From-WACHOVIA 704-374-3105 T-618 P.002/002 F-891 EXTRACT FROM TIRE ]BY-LAWS OF WVV HOYIA„BANS, NATIONALMSO ILATION I, 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 banlang association, now in full force and effect: Section Z. Cor orate Seal, 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 WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association this 13`h day of September, 2004. (CORPORATE SEAL) w%ATIO/V, ����� % q qC= EAL 4- 4 4. Carol A. Mullis Assistant Secretary