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HomeMy WebLinkAboutCity of Tamarac Resolution (289)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 (FUNS) 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, FUNS offers a securities custody account to the City of Tarnarac 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; 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 SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict.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 J n F-- C 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 S ENSON, CMC CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. r MITCHELL S..xd 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 r EXHIBIT 1 ` TEMP. RESO. #9919 AGREEMENT FOR BANKING SERVICES AGREEMENT NO. 01-11R THIS AGREEMENT made and entered into this C11 day of �( 0 �( i,), ',--J �)n 01 h,i 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. ARTICLE a - 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. 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. 9 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. Ell 1S - SEVERABILITY; WAIVER OF PROVISIONS ARTICLE 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 „Mana_ eq ment 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. 01-11R 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. 5 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.. 0 IN WITNESS !NHEREOF the parties have made and executed this Agreement 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 through its Vice President duly authorized to execute same - Witness: Marion 5wenso MC City Clerk Date: rev/.... -.... ATTEST: (Corporate Secretary Type/Print Name of Corporate Secy. (CORPORATE SEAL) CITY OF TAMARAC J e Schreiber, Mayor d. Date: / (.. - C / Jeffrey � y L. Iles", City Manager Date: l C d FIRST UNION NATIONAL. BANK (Authorized ignature) Paul F. Vincent, Vice President Date: - c on the by and 7 CORPORATE ACKNOWLEDGEMENT STATE OFFLORIDA COUNTY OF BROWARD The foregoing instrument was acknowledged before me this 8.. 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 JUNE A WHTrE NOTARY PUBLIC STATE OF FLORIDA COMMISSION NO. CC775720 MY COMMISSION FXP. Sr PT 15,2002 Sign re of Notary Public — State of Florida Printed, typed/stamped name of Notary Public Exactly as commissioned ❑ Personally known by me, or [;—Produced identification: (Type of identification produced) Ind take an oath, or .rl Did not take an oath Ij REPURCHASE MASTER AGREEMENT Dated as of (tile "C'on1)ally "j and FIRST l.)NION NATIONAL BANK (the " Bank") I. A plicabilitN, Pursi.iant 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 ("Sccu ities'°) against the transfer of funds by the Company, with a s1171111taneous agreement by the Company to transfer to the Bank such Securities on the COI IOW1ll'r business day against the transfer of funds by the 13ank. Eacli such transaction shall be referred to herein as a "Transaction". lidless the Company is notified to the contrary in advance in writing by the Bank, SeClirlties shall be. linlitCCI 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 "1 ransactions arc deerned to be loans, the l.3ank shall be deemed to have pledged to the Conlparly as security for the l)ertorinance by the. 13anl< of its obligations under each such Transaction, and shall be deerned to have granted to the C 0111I)anly a security interest in, all of the Securities with respect to all Transactions hereunder and all proceeds tllereof. 3. Sure<,ration of Securities Required Disclosure for TransactlonS in id'hich the Bank Retains Custody of Secllr-►ties The Bank is not perinitted to substitute other securities for those subject to this A�_,rcenlent and therefore must keep the Company's securities segrcgateci at all tizlres unless in this Agreerllent the Company grants the Bank the right to substitute other securities. If the C.ornpany grants the right to substitute, this means that the C'onlpany'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 conin-iingled 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 byappIIcable law, all Securities in the possession of the Bank shall be r esegeg securities in its possession and shall be identified as subject to this Agreement. Segregation y atccl frol�� otlae 4 �ztion may be accomplished by appropriate identification on the books and records ofthe holder, includlIl7 a frllancial Inter-Illed1al V of ?1 CIF Flrtncr corporation. ]']tie to all Securities shall pass to the Cornpally, provided the Corllpany may not engage irl i-epurchase transactions with the Securities or otherwise pledge or hypothecate the Securities. d. Intent (a) The par -ties recognize that each Transaction is a"repurchase agreement" as that tern, is defined in Section 101 of Title I I of the United. States Code, as arriended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a "seculrities contract" as that toil" is defined in Section 741 of Title l I of the I,lnited States Code, as arnellded. (b) It Is understood that the Company's right to liquidate Securities delivered to it in connection wit}t Transactions hereunder or to exercise any other remedies with respect to this Ayreemerlt is a contractual right to liquidate such Securities as described in Sections 555 and 559 of'Iitic I I of tile United States Code as amended. 5. Disclosure Relating to the Bank The Coillpanv acknowledges that is has been advised that funds held by the Bank Pursuant to a Transaction hererlllder are not a deposit and therefore are not insured by the Fcderal Deposit Insurance Corporation. (IJIE ��[p))7J7CUll' i 1 ('ru, u>ri�ed siguatln-cJ Title: I3y: First Union i✓ational Bank � r (authnrizerl sr;narure) Title: {�/' Zf' Date: IN ADllITION TO ABOVE, CUSTOMER MUST COMPi ETE TAXPAYER CERTIFICATION BELOW. SUBSTITUTE FOR I w-9 - 'Tax paver Identification Number and Certification. (under Penalties of Perjure, I Certifv That: 1) The nu ci sho��n on this form is my correct faxpayer Identification Number (or that I an, «citing for a nurnbcr to he issued to me); and 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, o- (b) I have not been notif c>d by tht Internal Re',enuc Service (IRS) that I am subject to backup %withholding as a result of failw-c. to report all interes[ of dividends, or (c) the IRS h;as notified Tile 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 [o backup withholding because of under reporting interest or dividends on your tax return. Primary Applicant Social Security or Tax I.D.#: l� �3- �](o�b0 — SAC. Exempt Recipients Chcck Iier•e: �e-d. sR_ rd3c? The Internal Revenue Service d es n require your consent to any provision of this document oilier than the certifications redui - to r%oid backup withhoidinh. Primary Applicant Sirinatia .: � Date: Revision 08/30/00 DEPOSIT AGREEMENT ANC SCLOSURES F For Non -Personal Accounts Effective May 15, 2000 The words "vnu" and ..yours" as used in this Agreement rre<n tho 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 actinq as a fiduciary for you or for your benefit. Please READ and RETAIN th;s 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 ciarrfy there. 2. SCOPE OF AGREEMENT, This Agreement only applies to business accounts. Business accounts are thos(,, 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 or, 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 authonzed 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 instructlon5 from the corporate secretary OF 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 rnav make deposits by mail or in person at our branch offices by using deposit tickets. We have the right to endorse any non -;ash items submitted for deposit to your account and to deport 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 ronclusve 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 pps:ed 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 corrlputation 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 m writing and given to us along with the item in question. V1R3 will not be liable for default or negligence of our correspondr,nts or for loss in transit, and each correspondent will only be liable for its own negligence. You are responsible for reconsfruchon and proof of loss of any cash items included in deposits which are lost or stolen rn 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 normai 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 play permit the payor bank to hold an item beyond the midnight deadline 5. 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 rnav 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 insuffirient balance in your account to pay one or more other items that otherwise could have been paid pert of your account Uniess prohibited by applicable law, you agree that the Bank may imposer a fee on the payee or other holder of a check or other item. drawn against your acenunt that is presented for payment over the counter at the Bank someone wants tc car + of your checks at a Bank office) rather than being deposited 1 account at another instil, �n and presented for payment through the check collection system 6. AUTHORIZED SIGNATURES. The signatures appearing on the Signature Card are authonzed signatures for your account For the payment of funds and for other purpc relating to any account you have with us we are authorized to recognize an author signature, but we will not be, liable to you for refusing to honor your checks or other sic Instructions if we believe in good faith that the signature appearing on suet, checks instructions is not genuine When your account is established, you may indicate your desire more than one authorized signature appear on a check or other item dmwm against the accc by designating a desired number of signatures on the: Signature Card or in a separate wr aulhonzahon However such a designation is solely for your convenience and internal col purposes In the absence of our specific written agreement to the contrary, we may honor check or other item drawn against your account as long as it contains at least one author, signature. i. FACSIMILE SIGNATURES. If any checks drafts, notes. or other negotiable instruments signed and endorsed in writing, by rubber stamp or otherwise. with or without a designatior the party making such signature or endorsement. we may pay and charge your account payments checks drafts. notes or other orders for payment bearing or purporting to bear facsimile signature of any person or persons required to sign when the signatures resemble facsimile specimen designated regardless of by whom or by what means the actual or purpol facsimile signature may have been affixed. We are not liable for any use mf a facsimile signat device. Therefcre. you should maintain close control over your facsimile signature devices Promptly reviev✓ your slatements and canceled checks to detect unauthorized use of th( devices. 8. OVERDRAFTS. We may deterrnine whether or not your account contains sufficient funds pav a check or other item at any time between the time we receive the check or other item r our return deadline. and only one determination of the account balance is required. If, t celermination reveals insufficient available funds to pay the check or other item, ,you agree pay a service eharge, and we are not required to honor the check or other item and may reh it Alternatively we rnav honor the check or other item, create an overdraft and impose a sery charge for paying the overdraft. You agree to deposit sufficient funds to cover the overdraft a the related service charge upon notice of the overdraft and to reimburse us for any Costs incur in collecting the overdraft from you including. without limitation. reasonable attorneys' fe and the costs of litigation to the extent permitted by taw However, the honoring of one or me overdrafts does not obligate us to honor any future overdrafts, and you should not rely on us honor an overdraft even if we. have done se, in the past. Moreover. we are not required to sc you prior notice on checks returned for insufficient funds. 9. OVERDRAFT CHECKING PROTECTION. If overdraft checking protection is available a you elect that option the Bank will automatically transfer tunes sufficient to cover the amount any overdraft and service charge, to your primary checking account from any other eligit secondary deposit account (checking, savings money market) you selected Funds will transferred in the next largest full dollar amount. One transfer will be made at the end of t business day in, which an overdraft(s) occurs. You agree to pay an overdraft protection sere, charge for each daily transfer, as provided in the Bank's Schedule of Fees and that charge v he deducted from your primary account. This is not an extension of credit and no transfer will made if sufficient funds are not available in your secondary account to cover the overdraft your secondary account is a savings or money market account. transfers from such accounts a preauthonzed transfers and under federal regulation, you are not perrnitted to make more th; six preauthprQec transfers (including telephone transfers) each statement period. If a check Involved one is not paid because there are not sufficient funds. you will be charged a n-,, sufficient funds fee If a transfer activates an overdraft extension of credit arrangement tt terms and conditions of that agreement apply. 10. SERVICE FEES. You agree to pay any service fees that apply to your account. Servo fees may include but are not limited to charges for check printing, check writing. stop payme orders, notices of posPdatec heirs, cashier's criecks, overdrafts. Automated Clearing Hous (A.CH) entnes wire transfers insufficient funds checks, and Cash Management Services Ar fees' may be oeciucted from your account without pnor notice to you. We will not be liable fc dishennring checks or other withdrawal orders because of insufficient funds resulting from prop deduction of foes A schedule of our current fees is given to you when you open an account ar. is available at any of our branch offices Service fees are subject to change. from time to time t our discretion. Notice of any changes will be sent to YOU at the address shown on our record and a reasonable period of time will be given before any changes become effective. You furthr agree to reimburse us for any actual expenses we. incur to execute, cancel or amend any wir transfer payment order, or perform any related act at your request 11, AUTOMATED PROCESSING OF ITEMS. If you elect to have your bank documents printe by a vendor that has not been approved by the bank, you will be doing so at your own risk. 4V shall not be liable for processing errors or delays due to prinling inaccuracies or faulty magnet ink encoding of critical data We have adopted automated collection and payment procedures s( Via! we can process the greatest volume of items at the lowest possible cost to all customers These automated procedures involve high-speed 'automated check processing machines the read information encoded onto each item in magnetic ink. In recognition of this fact, you ayre� that in paying or taking an item for collection. we may disregard all Information on the item tithe than the drawer's signature. the identity of the drawee bank. the amount of the item, and an; other information encoded onto the item in magnetic ink according to general banking standards whether or not that information is consistent with other information en the item. For in stance, we may rely on the amount of a check as encoded by another institution in ragnetic ink, even if tfra encoded amount !s greater than the face amount of the check or exceeds the maximum amour . for which the check is valid as stated in a legend on the check. You agree to reimburse is for any loss or expense hndu;ling. without hnm.talion reasonable attornevs' fees and the cost of 0000 5:4 1 y4 (SGpkq Fe, D litigation) we incur because you issue or deposit an iter Intaming such extra information Furthermore, you agree that we do not fail to exercise ( y care in paying an item snln;y because our procedures do no; provide for the sight examination of items with a face amonn' below an amount we. specify frorn time to time. 12. STATEMENTS. Your statement will be mailed monthly, quarterly or annually, depending on the types of acuwnls and Services you have with us, and will include the interest rate and effective yield for the interest payrnent(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, nforrnation prow;ded to us by Ire 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 �s considered connect unless VOL] 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 care in examining the statement and canceled checks or (b) you have not reoorted 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 alterallon could riot 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 conies 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 Manage, 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 SOP payment. If you generate your checks by computer, or ;n 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 N11CR-encoded check number We are entitled to a reasonable period o' 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 va:id arc 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 treat 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. cerlified checks or money orders are not permitted. Slop payment orders (both oral and .wrmen) are valid for the length of time you request, but in all everts, for a minimum of six months unless renewed by you for an addilional six months or specified length of time Vie ,till send you a written confirmation of your stop payment order, noting the penod of time it will be eff:ctive. (not applicable., to Florida cuslorrters). 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 renains subject to our right of setoff and securely interest If you ever owe is money as a borrower guarantor. judgment debtor or otherwise, including any obligation owed �o 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 oVier 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 dishoncr of checks. In the case of a partnership or joust 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 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 addition to our right of setoff. 15. NOTICES. Any nobce we send you will be considered effective when it is deposited in the U 5 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 Accouw during the calendar month, you may lose the interest that has accumulated since the iast 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 arlhdrawals from or redeem a Certificate of Deposit early as explained ho.realter. WO h lve lt,e right to close your Commerciai Checking. Business Checking, No, -fit Checking Commercial Interest Checking, Commercial %10n Market Checking Convi I Money Market Investment, Client Fund Manager and Common Savings accounts at any time without advance notice. The closing of your account (whether you or by us) does not release you from any fees or other obligations incurred before t closure. those you incur in the process of closing out your account, or for your habPlity outstanding items 17, REPORTING INFORMATION. We have the right to report information about your accot to any credit reporting agency or to anyone to whorn you give us as a reference First Uni shares customer transaction and experience information with affiliates within First t)ni Corporation (e.g. First Union National Bank, First Union Brokerage Services, Inc, First Uni Mortgage Corporation, etc.) through a cen!rai information system. First Union will now allowed by the Fair Credit Reporting Act to share anv other customer information among F! Union affiliates. First Union will never share this "other information" with any non-affiliated th 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 server to you However, you may opt out of such sharing between First Union affiliates. In order to so send your name. address (as it appears on your account statement), social security numb or tax ID telephone number, and account type and number to. First Union, P 0 Box 11726, Roanoke, VA 24022-1726 (Your request roust be mailed in a separate envelope and should not be included in anv otft bank correspondence ) Please note that each customer has the right to direct First Union not share information other than transaction or experience information about them with its affiliate Each customer, including each joint owner may separately choose to ask that his or her "oth information" not be shared 'among First Union affiliates. Customers who request that "oth information" not be shared may do so only for t)emselves, and may not do so for anyone els including joint account owners. We will process any request received as quickly as possible Yc authorize us to tell payees of items drawn against your account whether sufficient funds are tht available. 18. ABANDONED ACCOUNTS. If you fail to notify us in writing of your current mailing addres fail to use your account or fail to notify us coneoruing your account, your account and ,elPosi may be presumed abandoned after a certain Deriod of time. Dormant accounts may be subject reasonable sen✓ice charges similar !o (hose imposed on active accounts, and these servi: charges may be imposed on accounts presumed to be abandoned. Accounts which a presumed to be abandoned will be subject to escheat in accordance with the laws of the sta where your account is opened. 19. ENDORSEMENTS AND THE BACK OF CHECKS. If you issue a check the'. contains carbon pane. pnnbng. endorsements or other material on the back of the check outside of ti- area extending 1 1'2 inches frog: the trailing ecg;: of the check. that material could also inte,,rfei with encoFse.mebts by banks and cause delays in returning the check. Similarly. if you or a pnc endorser signs stamps or affixes an endorsement to a check for deposit which is outside of th area extending 1 1;2 inches from the trailing edge of a check. that material could also interfc�r with endorsements by banks and cause deiays in returning the check Therefore. you agree i indemnify and hold us harmless from anv and all claims. loss, costs and expenses (includmc wi!hout limitation. reasonable attorneys' fees enc the costs of litigation) that we may incur as result of the late return of a check causes by a Carbon band. printing, endorsements or othe material on the back of any check Brawn or or deposited tc your account that extend o,rtsidr, tl area extending 1 1/2 inches from the liar rig e +qe of the check. The trading edge is defined a the left side of the Check when we.vinc it from the font 20. STALE, POST-DATED AND TIME -DATED ITEMS. We maintain the option either to pay to dishonor any stale check; (i e a check that Is more than six months old) upon presentation t us It is not recommended that you issue a cos: -dated check (i.e., a check bearing a Cate late than the actual calendar date) as a means of withdrawal. Our high-speed automated thee. processing equipment cannot detect post-dated checks. Therefore, you agree that we will r,c be iiable to you for charging your account before the indtrated date on a properly payable be past -dated check. Srmuarly our check pmc.essing equipment is unable to detect time -date checks (; e checks stating that they are no! valid after a certain date or beyond a certain peno of time; As a result. you agree that we will not be. liable to you for charging your account afte the (fate or period stated on an otherwise properly payable tirne•dated oneck 21. NIGHT DEPOSITORY SERVICES. If you wish to use our night depository services, tht acceptance by us of an authorized night deposit bag and its contents, and your selection aru 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 bags an, the Bank will not process the deposits; until one of your authorize(: agents has sinned fo the bag(s) The baq(s) will only be released to an authorized agent that has signed the Nigh Deposit Agreement. If bags other than hold bags are used, a Night Deposit Agreement wi! not be required B. You may deliver and pick up the bag by armored courier, or by courier designee, or by an+ other agent or employee. All such couhers or courier designees shall be deemed to be your agents C. 1he ban at time of delivery to us shall contain a deposit ticket accurately describing the cash, checks and/or other items contained in the bag and containing your name and the number of the account tc.) which we are to make the deposit. and it shall be securely sealed'. *e reserve the right, in our sole discretion tc refuse to accept the bag or process any deposit if the bag appears torn or tampered with iE any .way. We will give you nciice of or,r refusal to process the hag We shall r•c;t br, rleemc;d to have possession of the bag or =:ny r.entE>n;s if we have refry,;ed tc, accc;:' n• ;,t ess psi ,ua t to the preceding sentence. and D. You may dehVer the bag into our night depositor ty at any hour of the day or nigh!, 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 relurned 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 deposiiory 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 `acuity from use at any time without notice E. You hereby direr,! 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 'No 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 chocks 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 !"Properly") 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 darnage sustained by you in the use of the night depository faclity which results from a mechanical defect of the facdity from an act of God, from the inability of the user to properly operate the facility. or from acts of vandalism or malicious mischief unless loss or damage IS caused by our gross negligence or intentional m ,conduct. 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 ir, the night depository facility shall be trial 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 dehtorlcreditor 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 ban 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 Vve 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 Dross negligence and wilful misconduct with regard to any other matt, rs We shall not be liable for any act performed by is not any claimsexpenses damag;=s or losses arising therefrom, if such act is per;omied by us pursuant to nstr rions 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 nght to assess a fern for the use Of Banks Nigrl Depository Services. Such her wit' be in keeping with Bank policy and disclosed on lrie Commercial Accounts S! tied .le of Fees avai4,ble at any branch office. 22. COURIER BAG RETRIEVAL AND DELIVERY. if you elect to have any Bag re!;ieved and o:,,riveted by a third parr; whnni you have authorized to do so under the leans of this A reernent, but is acting as your tl ird party agent. dank shall not be authority of the personisl or entity purporting to be your ace); You agree that notwithstanding anything to the contrary contained in I,his Agreement or elsewhere you shall indemnity, defend. and hold harmless Bank and each of ifs affiliates directors officers, employees, attorneys and agents (to the fullest extent permitted by law) from and ago nst any and all claims demands, lawsuits costs expenses, fees fines obligation: iabditleS. losses. damages, recoveries, and de`icenaes including interest Perl31Se, and iea:onab e attorneys fees and costs, whetner drect, indirect, consequential, incidental or at any Dine asserted that Bank may incur or suffer or that may arise out of, result front or relate to your third party agent or any person or entity purporting to be your third party agent retrieving. delivering andigr 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 Descnpnon(s) provided by us, both initially and at any time hereafter. You agree that if any terms and conditions of the Service Descripiion(s) conflict with the terms of this Agreement the terms and conditions of the Service Descripiion(s) shall govern. We may cnange Our operational procedures without amending Iris 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 instrumenls. 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 leel are approCrriate. in consideration of various Cash hlarracement or ether depositoryse rcr s you ask us to provide or continua- providing to you Subsidiaries. If you are .executing this agreement on behalf of separate corporate entitle: subsidiaries as well your own behalf. you hereby represent and warrant to us that have received prof.. .uthonzation or powers of attorney from each of such separ corporate entities or subsidiaries and that you have full power and authority to bind st entities to the terms of this Agreement. Termination. Either party may terminate the services by giving the other party at least the 30) days prior written notics• However, we may terminate all services immediately and shall be entitled to any remedy available to us at law or equity if (1) you fail to make a payrnent to us when due, or (2) you should seek protection under any law for the protecti Of those unable to pay their debts or should any action in bankruptcy be filed by or ag_�jr you or (3j any failure or default you have under obligation In the event of termination 1 whatever reason, all sums and fees owed by you to us shall be immediately due a payable Indemnification: Limitation of Liability. You agree to indemnify and hold us harmless, o officers, employees and agents from any and all losses or claims of any kind arising connection with the Services provided under this Agreement, except losses or claims arisir out of negligence or wilful misconduct of the Bank or its employees You further agree ndemnify and hold us narmless, our officers, employees and agents from any and all IossE or claims of any kind arising out of actions taken or omitted in good faith by us in reliant upon instructions from you. We shall not be responsible for any other entity's (not under or direct control) acts or omissions, including, without limitation, any Federal Reserve Bank c transmission or cOmmunicabon facility. Even if liability is established for actual damages, no event shall we or you be liable, to one another, for special, consequential or punitiv damages arising out of or in connection with the furnishing, performance or use of it, Services provided for under this Agreement even if we or you have been advised of it,, possibility of such damages. The limitations and exclusions in this paragraph shall apply t all claims of every kind. nature and description whether arising from breach of contract breach of warranty negligence or other tort. and shall survive the termination of tht Agreement. Disbursement Fraud Detection Services. You acknowledge that we have developed ant made available to you several Services designed to reduce the likelihood that a fraudulent unauthorized or altered check or other item will be paid. You also acknowledge that failure to utilize those Services could substantially increase the likelihood that a fraudulent. unauthorized or altered check or other item will ultimately be paid out of your account 24. TIME DEPOSITS. ilme deposits may be issued either in the form of a Certificate el Deposit, passbook, or a time deposit for which no certificate is issued. On the initial or any subsequent maturity date. you may present your properly endorsed Ce"ificate (for accounts where Certificates were issued), your passbook, or sign a receipt form (for accounts with no 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 matunly date, and may accelerate matunly if you default in the payment of money owed to us. applying the redemption proceeds against such obligations Interest Calculation. We use the daily balance method to calculate interest on your account This method aFplies a daily periodic., rate to the ledger balance in your account each day and to any interest you've earned that has not been credited to your account. The daily rate interest is ccr.ipoundltd at the frequency indicated on the Rate Disclosure provided from the Opening date. Interest is paid from the date of deposit through the day Prior to the maturity date and begins to accrue on the business day o,r deposit non -cash items. The APY assumes that interest will remain on deposit for the term of the account A withdrawal of interest will reduce ^.amines_ The daily rate is V365 (or'„36i; in a leap year) cr` the interest rate. Interest Rates. The inten3st rate for your deposit is established based upon the amount of deposit and the term you select. and is fixed for the term of the account. Receiving Interest. You may choose to have interest aulcrriatically reinvested, paid to a First Union checking savings or money market account or paid to you dy check Interest payments can be rrtace monthly. quarterly, semi-annually, or annually depending on the tear of the time deposit for terms from three months to one year we also offer the option of having interest paid at maturity. Interest payments can be rnade only at rnatunty for lime deposits with terms shorter than three months If you elect to have vour interest reinl your interest is credited to your account monthly. Automatically Renewable Time Deposits. If "Automatically Renewable" is indicated on your account opening documents, the following terms apply Grace Period. For accounts with a maturity of 7 thror.igh 31 days, you have one calendar day after the maturity date to withdraw funds without penalty For all other accounts, you have 7 days after the. maturity date to withdraw funds without penalty This time period is known as a grace period. Automatic Renewal. Unless your account is closed on the initial or any subsequent maturity date or within the grace period, this time deposit account will automatically be extended for a time period equal to the initial term beginning at the initial maturity date or at each subsequent maturity date. The interest rate for each renewal tern) will be the 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 p:riod and it is reinvested in any First Union account interest will be paid through the grace period on the amount withdrawn a! the interest rate in effect for the term just ended. However, interest will riot be paid for the nays in the grace period if any of the principal is withdrawn and not reinvested at Firs; 'union. Withdrawal of Interest. Interest earned during initial or subsequent term may be withdrawn: without penalty on the maturely date hin the grace penod a"er 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 durinq the initial or subsequent term is not withdrawn on the malurnty date or within the grace period after the lean when earned, it will be added to and made part of the principal amount. Partial Withdrawals. You are permitted to make partial withdrawals, 550; rninimun. during the initial or any subsequent renewal term of your account, as long as the mininurn amount required to open air account of that type remains on deposit. The partial withdrawal will tie subject to early withdrawal penalties and fees. Early Withdrawal Penalties. If, you make withdrawals from or close your trine deposit account before the maturity date, you well 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 tha' would have be earned in the maturity period. Florida Greater of: 30 days simple interest or all interest earned 91 days thru 364 days Anount equal to 90 days' simple interest. 365 days and greater Amount equal to 180 days' simple interest. 2. Withdrawals from firne deposit accounts well 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 jurisd.chon' or (m) 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 t year after the date of the merger 25. INTEREST INFORMATION. Inlerest On Commercial Money Market Investment. Commercial Money Market Checking. Commerral interest Checking. Client Fund Manager and Commercial Savings accounts well be compounded and credited as determined by the Bank Please refer to the Commercial Accounts Schedule of Fees for details on interest compoundino and payment methods. Interest rates for the above accounts vary from firne to time, and the current interest rates are available in our branch offices )'our statement will also include the interest rate and the effective annual percentage yield earned 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 "sun -account,';" on our books 1; either a non-mferesbhe3ing (demand) account or ar interest -bearing (NOW)sub-account. and 2) a money market sub-accounl These sub•aCcounts are treated as a single account for statements and daily use of your accrn,:nt. Interest is not eamied on either sub -account for non-inieresi- beanng cherkrng accounts. On interes(-bearing checking accounts the same interest rate may be paid on both sub -accounts, and your penddic statement will reflect a single blended annual percentage yield (APY) earned. Whenever your checking sub•account haiance exceeds a threshold amount (which we may set and on, rige a; our discrelinn) we may tra-sfei funds above that arnount 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 marke( 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 translerred 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 or. your ponodic account statement. 28. POLICY FOR PAYMENT OF INTEREST ON COLLECTED BALANCES, Interest begins to accrue on interes( bearing deposit ace:our% 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 ,s 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 balances) 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 repaired under federal regulation to retairi tho, light to ask for seven days' written notice before you withdraw money from the !ollowinp accounts Commercial Interest I -king Commercial fvloney Market Checking, Commercial MoneN Investment. Client F ;vl anager and Commercial Savings accounts. Unless yney oLi re, different instructions from us •You can make wl!hdriwais by writing a check on the apph account. except on Commercial Savings accounts 31. COMMERCIAL MONEY MARKET INVESTMENT ACCOUNT LIMITATIONS. You make unlimited withdrawals in person from your Commercial Money Market Investment Arc however, by federal regulation, you are not permitted to make more than six prea,)thc Transfers (including telephone transfers, automatic transfers. overdraft transfers, and tran matte by personal computer) each statement penod. No more than three of the transfers mt made by draft or check to a third party If !his hmitation IS exceeded on a regular bass, w, required to convert your account to another account that permits unlimited cheer, w Privileges. A fee will be imposed for Items posted during a statement penod in excess of this (see the Commercial Accounts Schedule of Fees for the amount of the fee). We will deter the number of third party checks for your slate mint period 'based on the posted date of the party checks. 32. COMMERCIAL SAVINGS ACCOUNT LIMITATIONS. You may make unlimited withdra u; person from ,your Commercial Savings Account, however, under federal regulationc yor not permitted to make more than six preauthonzed transfers (including telephone trans automatic transfers, overdraft transfers, and transfers made by personal computer) and of Per month. If this limitation is exceeded on a regular basis, we are required to close your acc and to open another account that permits unlimited check writing privileges Withdrawals only be made by those persons authorized by previously s ibrnitted resolutions. 33. CLIENT FUND MANAGER. Your telas!er account is a non interest bearing Comme Checking account established in your name to link it to related Client accounts. We are acting as escrow agent or in any other fiduciary- capad]ty with respect to your Master accour Client accounts. Each Client account will be a separate interest bearing Commercial Mc Market Investment Account or non interest bearing Business Checking Account opened by in the name of a party or parties to be, designated by you at the time these accounts are open You are required to provide us with the name ant, taxpayer identification number of the i ar. nhos'e name the Client account is beinc opener' Each deposit must be, accompanied t deposit ticket which indicates your Clients name and account number. You authorize u accept deposits for credit to Chent accounts as designated by you. Withdrawals from a C' account can only be made by first t ansfernnr, funds to the Master account. 34. TRANSFER OF ACCOUNTS, Commerce,! Savings accounts and CDs are assicna w hoever, you must obtain our prior written, consent before making any assignment assignment will became effective until we have doacrnen!ed it in our records. 35. TELEPHONE ACCESS. You may access your accounts and perform many bail services using a tguch-tone telephone and ce-sonaized access codes Services may incl balance and transaction ir,roc'ilaiicn. iransff;•r5. step payments. interest information and Ct matters where available. WIRE TRANSFER TERMS AND CONDITIONS If you wish to use our wire transfer serwce the fpllowing !erns and conditions shall govern. transactions for our acceptance and processing of your payment orders credits and re!a requests. Unless otherwise defined below the terms used Ir. this Agreement shall haver same meaning as set forth in Article 4A O` :he Uniform Com:rnerdal Code of the state in wi- your account or relationship is rr.aintained except South Carolina accounts will apply iVc Carolina Article 4A definitions and governing law - Authorization and Security Procedure. VVe have established rules and security procedu for you to irlitiate and receive funds transfer to or from your accounts) which InCl::;e requirement for you to sign a Funds Trarsfe Security and Authorization -Schedule A •'Author„,.ation Schedule") which is incorporated by reference and made part of this Agree:ne the Authorization Schedule contains the procedures ("Security Procedures") which both of will use to process payment orders initiated by you Additonai call back procedures y utilized tay you as descnhed on Schedule n r,hic', is incorporated by reference and made part this Aqf-eement upon your execution th; re ,I You agree Ina' those: Secunty Procedure, r commercially reasonabie in hgh! of your circumstance.=, and the type, value and frequency cf 1 payment orders you will reques! You also agree to keep the Secunty Procedures and not to disclose the Security Pr0CedLnreS tc anyone except the persons whom you "'ia authorized to make- Transfer requests on your t•,ehalf ("Authorized Representatives"). If vc:u any of your Authorized Representatives have reason to believe that a Security Procedure M have been learned by an unauthorized person, you agree to notify the Bank immediately at t telephone number indicated in the Authorization Schedule. If a payment Order (or reial request) is received by us in accordance .vi!h your Secunty Procedure it shall be rrnchrswe deemed authentic and we sha!I be entitle:! to rely thereon. You are responsible for the accui a of the initial communication of !het payment order as well as the accuracy of any document,,;n OF tailback of line payment order made by us. You for yourself and ear of your Autho zr Representatives. agree that we ur our sole discretion. may record telephone conversaro; between us. Execution of Payment Orders. If we receive a pm ayent order which has bee,. verfie according to our Security Procedures. you aulhonZe and direct us to debit your accounts` listed on the Authorization Schedule and transfer the fund, We are also authofizeci implement any instructions. iriciuding amendnients or cancellations of prior payment order upon verification of such instructions We are authorized to rely cn any payrnern order believc by us ;n good fr:ilh to have been cl,ven by an Authorized Reepresertabve We may hone! pavmcrnl orders received from you and other custome s in any order seiected by us and unlec oihervise insfruc!ed by you we may use a^r nears in rr nc:ciiarieS or funds transfr:,r c; , -r which may have opeiating rules governing !n..,xecution of payr',a it orders to effect the t ,n:;fr a:. we in our $r.)le. ills;:rf!Ilpn, shalt deride Cut Ofi Tunes. All payment orders must be received b­ is before the cut-off time for funds transfers on a busyness: day established by us from time e Any payment orders or related requests received after such deadlines, or on weekends, i__iays 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 Transfer,. Aftcr cxccuting each payment order, we wit! use au., best effc"s 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, un ess we are notified of the discrepancy within thirty days aftur 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 witri respect to any transaction reasonably identified on a statement shall expire within one year of your receipt of Uiat statement, and that if you have elected not to receive a statement, such Fight 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 he liable for any errors or delay an the part of any third party, including without limitation, third parties used by us in executing a payment order or performing a related act du? 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 ntermediary bank inconsistently by name and an ident!fying number such as an account number, SW I 'A' 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 antler this Agreement or by applicabie law, interest shall be calculated on the basis of the average Federal F unds 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 VP a may send any message relative to this order in explicit anguage, code or opher. Foreign currency transfer orders are final when made to us. However pursuant to tee request cf the om(;nator. and if possible. we may cancel or amend any order before the transler is made. We shall incur no liability if we are unable for any reason, to cancel or arnend 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 arioun! at our then current rate of exchange. The originator bears all risk of loss due to fluctuation in the rate of exr.hanae. No transfer fee shall be refunded. ACH TERMS AND CONDITIONS If you wish to use our ACH service, tree following terms and conditions shall govern all transactions ansing out o' this service. Services. The ACH services to be performed by us and in accgrdance with the rules of the National Automated Clearing House Association ("NACHA") (hereinafter the "Rules") as such Ryles 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, wili 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 u5 Instructions detailing the services to be performed with regard to the initiation, acceptance, retention 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 nolioe to one; acceptance by us without disturbing lliEr validity of these Terms and Conditions. Rules and Verification ­r Entries. You agree we will transmit Entries by means of the Fede Reserve Bank in actorwith the Rules. You agree that we are not required to verify En information but instead m,y rely that the information furnished by you is authentic, aceurate a conforms to the Rules Office of Foreign Assets Control (OFAC). The ACH system may not be used to proce transactions in violation of OFAC sanctions. At a minimum, illicit transactions will be blocked rejected and originators could face penalties. Prenotification, If required by the Rules, you agree to provide us with NACHA. preschlo prenotification information for all Entries that Company intends to initiate, within the time him prescribed in the Rules. Cancellation, Amendment and Rejection of Entries. 1. Cancellation and Amendment. You will have no right to the amendment, cancellation stop payment of an Entry after its receipt by us. However, we will use reasonable efforts act on such a request by you prior to transmittal to the ACH to the extent provided in Artic Seven of the Rules, or, in the case of an Entry for transmittal to an account maintained W. us ("On -Us Entry"). prior to crediting or debiting the On -Us account, but we will have r liability if such amendments, cancellations or stop payments are not affecte notwithstanding. timely receipt of the amendment, cancellation or stop payment request. 2. Rejection By Bank. We will have the right to reject any Entry and may at our optic reject an Entry which is in excess of the collected balance in the Account(s) We will not; you by telephone or electronic transmission of such rejection no later than the business d; such Entry would otherwise have been transmitted by us to the ACH. We will have r liability to you by reason of the rejection of any Entry or the fact that such notice is not givF 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 func out of any account which might result in a negative collected balance in the account or Iw overdraft occurring in the account. In the: event any Entry is rejected by the ACH for ar reason whatsoever. it will be your responsibility to remake such Entry, provided, howeve that we can remake any Entry where, the rejection by the ACH was due to a discrepancy 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 posted Your account, you have until 2 o'clock PM of the banking day after the item was posted notify us to return the item as unauthorized. We will not be able to return the item after tr, time without the cocperation and agreement of the originating bank and the originalir company. Any other action must be conducted between you and the originator of tt transaction. Retention of Information and Authorizations. You will retain and provide us. upon request, information necessary to remake any Entry for three (3) days after midnight of the Effective Da: of an Entry. For the purposes of these Terms and Conditions, the "Effective Date" is the day tl- offsetting Entry is to post to the Accounts, as stated in your Instructions. You will retain a original or copy of each authorization for six (6) years after the date of termination or revocat;c of such authorization. Inconsistency of Name and Account Number. You acknowledge and agree that if an Entr describes the BeneficiaryReceiver of the Entry inconsistently by name and account numbe payment of the Entry transmitted by us may be made on the basis of the account number ever, the identifying number Ider.lit".es a person or entity different from the named Beneficlar-y?ReceivF and that your obligation to us for the amount of the Entry is not excused in such circumstance t, your error. Security Procedures. 1. Agreement to Security Procedures. You and we. acknowledge that as part of yoc Instructions for the Ser ices we have each agreed to security procedures. hereinaftt "Security Procedures'. ,which we will each use to verify that Entries are correct and valid c are those of Company. You agree that such Security Procedures are Commeruall Reasonable in light of vour Circumstances and the type, value and frequency of the Entric you will initiate. 2. Security Procedures. For Electronic Data Transmission of ACH Entry file(s) to us by yo and for Electronic Data Transmission of ACH files to us from yoir where we are retrieving tr, file(s), you agree to utili'e security procedures provided by us and you further agree that th security provided is Comrne.Fdaliy Reasonable data security. If our transmission softwar accepts the file(s) or it successfully retrieves the file(s) based or this security and the fiefs are in ACH system readable format, you agree that acceptance shall occur and we ma process the file(s) If you opt for tape delivery of ACH fde(s), you must complete Attachrnen A - Security Procedures Tape Delivery which is incorporated in these Terms and Condition by reference. 3. Confidentiality of Security Procedures. You agree to keep the Securty Procedure:. confidential and net to disclose. the Security Procedures to anyone except Authorize: Representatives If you or any of your Authorized Representatives have reason to believf that fie Security Procedures may have been learned or are known by an unauthorzer person, you agree to notify our Cash Management Technical Services area immediately 4. Modification of Security Procedures. All modifications and 'additions to the Secunt� Procedures or list of Authorized Representatives must be in wrung, except if ,you request ul by oral instructions to delete a name of an Authorized Representative, in which event, ycf agree to send Bank immediate written confirmation of such del;tion. R0;mcd Entries. You will use: reasonable means to notif', ­s of the receipt of a returned Entry We will have no ohhgation to re•Iransmit a returned Ent ess we have agreed otherwise in writing. We will credit the Account(s) for any amount rece,.cd 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-U5 Entry received by us for transmittal, we will credit the Beneficiary/Receiver's account in the amount of si:Ch Entry On the Effective Date contained ir, such Eritiy 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 Enter 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 ruler and the fact that, if such settlement is to be received, the Beneficiary/Receiver's bank will be entitled to a refund frorn 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. 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 trial 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 vial 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 forrn, 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, garnishmentetc 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 her jtation. 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 setofl 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 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 potenlial 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. 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 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 Charge will take effect if the change is not in your favor. However, interest rate changes are effective when posted in our branch offices and dg 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, if a check which you deposited is dishonored and returned to us. we are not required to notify you of the dishonor. 41. WAIVER OF RIGH" BY THE BANK. We reserve the right to waive the enforcemen any of the terms of this :menl with respect to any transaction or series of transactions f such waiver will not affect our right to enforce any of our rights with respect to other customer- to enforce any of our rights with respect to later transactions with you and is not suffCien! modify the terms and conditions of this Agreement. 42, INVALIDITY OF CONTRACT PROVISIONS. In the event any one or more of the provisi( of this Agreement shall for any reason, including under any applicable statute or rule of law, held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement si remain in full force and effect. 43, FORCE MAJEURE. You agree we shall have no responsibility or liability iu you or anv IF party for failure or delay in our performance under this Agreement or for any losses due causes or conditions, including, without limitation, delays and/or interruptions of business due acts of God, natural disasters, fire, acts of government authority, acts of public enemy or w riots, civil disturbances, insurrections, labor difficulties. power failure, telecommunications lailu severe adverse weather conditions cr other causes beyond our reasonable control. The time any, required for such performance under this Agreement shall be automatically extended d.in the period of such delay or interruption. 44, APPLICABLE LAW. These rules and regulations will be governed by the law of the sty where your account is opened. If there is any conflict between the rules and regulations a applicable federal or state law, the Riles and regulations will be considered changed io t extent necessary to comply with the law. If any provision of these rules and regulations declared to be invalid, unenforceable or illegal, that part will not affect the validity of the Oil - provisions. 45. ARBITRATION OF DISPUTES. If either you or we have any unreso)vable dispute or cla concerning your account, upon demand of either of us it will be decided by binding arbitrate under the expedited procedures of the Commercial Financial Disputes Arbitration Rules of t. American Arbitration Association (AAA) and Title 9 of the United States Code. Arbitrate hearings will be held in the city where the dispute occurred or where mutually agreed by us. single arbitrator will be appointed by the AAA and will be. a. retired judge or attorney w experience or knowledge in banking transactions. The arbitrator will award the filing fees. co and arbitrator fees to the prevailing party, and a judgment may be entered upon the award i any court of competent jurisdiction. 46. ENTIRE AGREEMENT, This Agreement and the documents to whicf; it refers constituted o I entire agreement and understanding and supersede all prior agreements and understar,r,inn 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, deliverer) 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 Seeretar v 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. "Tire provisions of this Section 8.2 are supplementary to any other provision of these By-laws. I HEIREBY CERTIFY THAT the foregoing is a true and complete extract from the By - Laws of First Union National Batik, 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 1,. Viticet7t Vice President zr� 1 IN NN ITNE.SS WHERE -OF, I have hereunto subscribed my name and affixed the scar of said Association oil May 10, 2001. Assistant Secret, [S1� 1,j �, BESi w Radnge t; Analysis f ivews Punlicaticns �e Products & 5-irvice * r� RATING Insurance Inforrna:ion wAboutA.M.Rest ..Jndorwriters at -r;'s London •� Raffng SEARCH iL Enter Company Name Member of Lloyd's of London of A.M. Best Number A.M_ Best #: 00565 NAIC #: 15792 View a list of group members or thegro's rating q � d- Bests Rating More Search Options M BE� A (Excellent)* Financial Size Cate ory AC ",whereEUX XV ($2 billion or more) in the worid is A.U. BEST? 'Ratings as of 611812001 4:25:30 PM E. Find our locations Click for a free Best's Insurer Profile on this company, or purchase the complete Bests Company Report for in-depth analysis - What dr;T4• you t ld;t 10 send us your corn menu Rating Category (Excellent): Assigned to companies which have, on balance, excellent 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 strong ability to meet their ongoing obligations to policyholders. Accessing the pages an ambest.com Best's Ratings gs reflect our opinion based on a comprehensive quantitative an qualitative evaluation of a company's financial strength, operating Constitutes the user's agreement to our performance an market profile. These ratings are not a warrant of an insurer's current or future abilit y terms ot,.use; collected to meet its contractual obligations. (Best's Ratings are proprietary and may not InInformation 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,4" and 'B+" are registered certification marks of the A.M. Best Company, Inc, Should be directed to our customer ser_v_ice group; For other matters refer to our Best's Security Icons are awarded to SeCure rated (A++, A+, A, A-. B++, B* contact us page.g 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. - Copyright ©2001 by A.M Best Com an Inc. ALL RIGHTS RESERVED' _ p Y.,__ No part of this report may be distributed- any electronic form or by 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 of use for additional details. — _ _ -._.� ._. .... ..ixxx_xr� v : At Ln : Lynda Flurry COMPANY: sn A—C;Q ,I,M CEO R ■ IFICATE 0f LIAR.:'.ILIWINSURANCE DATF CMM/DDfYY) 913993 THIS CERTIFICATE IS ISSUED AS A MATTER s-0 RmA-n01 PAGE 1'OF 2 1 PRaDucER � OF INFOR� MA?1QN VWilfis Service Center ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 26 Century Boulevard HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Nashville TN 37214 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, (877) 945-7378 COMPANIES AFFORDING COVERAGE 24767-002 (CHAR) �— CONIPANY St. Paul Fire & Marine Insurance Company A INSURED - , COMPANY 8 First Union Corporation - Two First Union Center COMPANY 301 South Tryon Street C Charlotte NC 28288.1132 COMPANY COVERAGES HIS IS"Ed, NOT CERTIFY STANDING ANY REQUIREMENT, TERM E LISTED BELOW HAVE BEEN ISSUEDTTO TINSURED ` POLICIES OF INSURANCE -NAMED ABOVE FOR THE POLICY PERIOD OR CONDITION OF AN OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO AL,1„ THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. co _ TYPE OF INSURANC.F POLICY NUMBER POLICY EFFECTIVE POLICY EMRATION I,.7R DATE (MM/DD/YY) DATE (MMMU/YY) LIMITS GENERAL LIABILITY K00605653 01-FEB-2001 01-MAR-2004 GENEPAL AGGPEGATE $ 5. 000,000 X CCYNMERGAL GEV,"F1,4L LJ A,yILIiY PPp(,]LJCT.`_:CCM P/t 7P AGG $ S. 000.000 CLAIMS MAZE occLi p - .._...._ ?E SONAL&A.7VINJU9Y $ 1 000,000 OwNEa's1s CcxvrwACTOC�'S PPCrL EACr1 OCCLRHENCE $ 1 , 000.000 I �1 HE DAMAGE IA�yonetire) $ 1 , 000,000 MELT cxu A� one�ersm $ AUTOMOBILE LIABILITY en a or: J A\Y A_1(„) CCV'INcD SA10LE LIMIT $ F pate of Review: /� y 5C7JILY INJURY :..CH`❑-:_ED A..:TCI; �CCeptab{e - (Par Person) $ -.. r ,-I EO AJTC1ti }.� y NQt AC[epLL1�le E "-YINJURY $ NUN -OWNED AUTO: (POr —dent) (Note Del' ties Belo ) _ oPOPERTY RAVAGE $ GARAGE LIABILITY /' AUTO ONLY - EA ACCIDENT $ ANY TO 21!1 RTF^. AN A.:TU ONLY cAC1 ACCIDENT $ ....._._...._. AGGREGArF $ EXCF. SS LIABILITY tACH CX:C'..�iRE.NC� $ 'JMLiHE_! A r(T"-M AGfy1EGAT� $ OTHER THAN JVF�- -LLArOPV .r $ WORKEFISCOMPENSATION AND WC ST ATU- U1N- EMPLOYFRS'LIABILITY - IOF4Y Li MITS .,G.P THE PRCI-9IETCY-1/ EL EACH ACCIDENT $ PAH TNFPXFCU T I VE INCL, ELpDl A;E.POxJ CYJMIT $ CY.`:cEaS ARE FXC.. _...................., cL❑ISEASE-EAFMP'_OY.- $ O TNEFI DESCRIPTION OF OPERATIONS(LOC:A'TIONS/W-MICLES/SPECIAL rrEMS SEE ATTACHED CERTIFICATE HOLDER' City of Tamarac Finance Dept.. Purchasing 7525 N.W. 813th Avenue Tamarac FL 33321-2401 ACORD 26 S 1 AENL1i4B NCELLATION SHOULD ANY GF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDFAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIPICATF, HOLDER N AMED TO THE LEFT, BUT FAILURE TO MAA, SUCH NOTICE SMALL IMPOSE NO OBLIGATION OR LIABILITY ANY KIND UPON THE COMPANY TS AGENTS OR REPRESENTATIVES. 'FI R17F-l] Fj�P{IESEHT (e (•(/•( [I `/ C 0RD CORPORA-nON 1988 ,7UN-09-fZo 1 2 = e) 0 FROM - CORPORATF' RISK MGMT T O : 7aq 3e33 FtS54 PAGIE 2/2 s°z June 2(M "Tr fY) � �� t1i,[►_ . t�F9IRGA1E QF- II1�c RA_ NGE - .- _ Bmso Limited TkAS C RTW'O"TE IS t557jW AS A AwTTcR OF 114F<)RA#ATj0N ONLr AND GCM[F�5 Anon'es House NO MHTS uPON THE c£RTIFU-Ar9 ticLom THE cmmcATE DOES NOT AMENn, OR Exr12Q ALTER TW CaVEPAC>E .FPOF4'�Ea Sy TNC ppl =M mEz�ow 2_5 Aliumics London MN lBJ CQMPAMES AFFORDING C:GVF-RAGE i T i CCAOMW Underwritem at Lloyd's plus various A LTSt�i'am; CO[�Ip3i]i S ._ CD First Union Corporation --- '10 _�-- - -- - "` =� I Capital Markets Group _ C rrt One FirsE Union PlazaLETTER T - — D Charlotte -� I North Carolina 29288 _ E LVTTER cx�vtwrc _N, TIMLS cS TO CZRRFY THAT THC POLICES OF msuRAmcz LLSTm ea0 w ijAVE a8EN L;$L� a TNc uvSURErI �1tr�sEo A$C3�lE�T� PCX } uvrxra _ NaTwm TrwDereG �wY REOis7sRiw rErfr' TEFA OR CONUMON o af+Y Co rRACr op TN5 2r t D NAMEHT ZOVwrPTO v C TtFIGiE MAY @ LSSItEp Oa h#4Y Pfyt7AiN. TW- iNWrLANGF r�� ilS AFF(]si[�ED 6Y THE POLICES 0eSCRtgE0 HER�3r4 IS WHMJ C"� TO ALL. T kE YIFRM,r,, EXGLUSZONS AND COPE"Tlok& II'F SSSCII POLIC:uEf- L1M= S71O1YTi MAY H4YF- SEEN Famucm aY PA41) C:L kun. TYT� QF POUCY tIUVAUM - PODUCY Er*TCr" 70rJCT nUAYXW -•.~� ... - - OATZ (LUACpO" aAr%(MVjL'0 t-Yt A" JyfTS tp T►rJ_tE2!)M I CCU-6r)r-- -7N� L u= try �ACuucrsc�wrovs •Gca�G,.Te s Mont OC �esaw.� s w�f srr� irc.�euir = - - ..�........ '-Me a-LArX rftq av Itral S f APIr AUTQ SLWAE x :ytRT ALL 7-r#M AUrQu '^"^ 36QLY � sc-VAuras NIA (wr .mrm Al1T4s aCS)tLY � raor�owr�d AUTOSEwa 4"LdilfiY 4 i ,uac�.a L4-A .e uAnp rrr �c�urr 3 txczsx N/A t7: kEA Y'+t�D! 11)A81itF7 f A FOIisA MrCfp�C'S CI�tI'!1CY;T1gN N/A pOtOrcRr LLamu Y o:MER Investment Bank' 03/26100 Professional. Liability ��ram n Arn SCE >re m STAB frr-1ry 1 T fE�l rG"Y14".HYi 03/26/03 S30,000,000 (not in thousands)' CTiy CT1 I IXt3TitG ShOuu�lynr�vT QryTHE AC$�OVE C = 18E4 yS��B�E C aLFoprr`' 7w .y EXP4FL r DA C THCFO_�OF. -niC- 4SSU%G OjM ANY �.i.. E-.i�QEAVOFI 70 Attu: Leanne Williams MA 4Hlll/1 DAYS YfRrrrex NOTrCZ TO r„E r,ATC HOLOF-R mAmtm ra nLte 7525 N.W. 38t' Avenue 07_ BUT FAVLURG YC lk-L SQCX 10OTtCZ s-xA,..t_ wtPa r- NO OSLSGAT)On o t "Tamarac LV.MLfrY OF ly K' 0 uPCm TmE CCuPANY, tT5 ACcvTS Ort Florida 33321 AIM --�- — LT.S.A_ %)nCORD CORPORATION 1993 — a,., v— „. x, h�jL [7t14AX 'O : Attn : Lynda Flurry COMP"NY: Willis CERTIFICATE CIF I SURANCE Pa aF 1 ";�",�N po;" THIS CERTIFICAT IS ISSUER AS A A F 11, RICH N THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURED 98993 PR ODU CEFl WIlllS Service Center 26 Century Boulevard First Union Corporation Nashville TN 37214 Two First Union Center (877) 945-7378 301 South Tryon Street Charlotte NC 28288-1132 COVERAGES THIS IS INDICATED, NOTW� STANDING ANYTHAT THE ICIES 0FTEQUI' INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED AE30VE FOR THE POLICY PERIOE OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICI-1 THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCI._LISIONS AND CDNDITIONS OF SUCH POUCIES LIMITS MAY HAVE BEEN REDUCED BY PAID CLAIMS. _ POLICY EFFECTIVE POLICY EXPIRATION^ µ� TYPE OF INSUR AN CE POLICY NUMBER DATE MM Dp DATE MM QO Y 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. CERTIFICATE HOLDER J. CtfWCLLATICN,. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL City Of Tamarac 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE MOLDER NAMED TO THE LEFT, Finance Dopt., Purcha3ing BUT FAILURE TO MAIL SUCH NOTICE SMALL IMPOSE NO OBLIGATION OR LIABILITY 752.5 N.W, 66th AvOnlle ANY KIND UPON THE COMPANY I AGENTS OR REPRESENTATIVES. Tamarac FL 33321-7.401 u RF[EDpFPRESEN�� WILLIS 1995 WILLIS 25W1 (9�95) [3ENLIAB - �} I BEST' ambest.com I • • Ratings 8 Analysis Nr News Publiceticne -, - • Products 8 services ,3 RATING . • Insurance Iniorrnation ;4 ', ; • About A. M. Best �}' `? �.t. Pi:3 Uili"t 6c %7� ;f"r ill SU raIICL� ....� ..-_. _. .. ., .... . Rating SEARCH L. C Enter Company Name Member of St Paul Companies or A.f t. Best Number A.M. Best #: 85306 View a List of group -members or the, roup's rating GQ 0 Strrpa Best's Rating More Search Options t M BEST q+ (superior) Financial Size Catsu egory Where rn the -`� �a%'w XV ($2 billion or more) world is A.M. 1111 T? 'Ratings as of 6/18/2001 4:46:33 PM E.S.T. Find our locations Click for a free Bests Insurer Profile on this company, or purchase the complete Bests _Company Rep for in-depth analysis, ycw t h1 rNtQ Send us your ctlh7ments 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 ongoing obligations to policyholders. Accessing the pages on ambest_com Best's Ratings -- -- gs reflect our opinion based on a cam rehensive qualitative evaluation of a company's financial strength, poperatingquantitative -an constitutes the user's agreement toour erformance an market profile. These ratings arenota warranty of an insurer's current or future abil t torrns of use ; Information collected to meet its contractual obligations. (Best's Ratings are proprietary and may not b reproduced without permission from A,M. Best.) via this Web site is protected by our priv. cy_statement, Comments or concerns should be directed tc The rating symbols "A++^, "A+^, .. A", "A_". •13+4", 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++, B+ concact_us page. companies. This special emblem displays their ratingand category (Superior, Excellent or Very Good), helping discern you industry leaders at a glance. Insurance Companie interested in placing a Best's Security Icon on their web site are required to online. registe Copyright (D 2001 by A.M.BCompany, _ est Inc. ALL RIGHTS RESERVED __.. No part of this report may he 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. -- MARSH USA INC. CERTIFICATE TIFIC TENUM ER OF INSURANCE A CERTIFICATE L-0000 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS PRODUCER MARSH NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE 100 N. TRYON Sl"REET, SUITE 3200 POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGF CHARLOTTE, NC 28202 AFFORDED BY THE POLICIES DESCRIBED HF. REIN. r F,AX,704) 376-0404 COMPANIES AFFORDING COVERAGElWilylk— CA NON-RESIDENT tl0E322889 COMPANY PACIFIC EMPLOYERS INSURANCE COMPANY A INSURED......... COMPANY WACHOVIA CORPORATION B INCLUDES FIRST UNION CORPORATION TWO FIRST UNION CENTER- T4 COMPANY 301 SOUTH TT2YON STREET C CHARLOTTE, NC 7..8288-0960 _—. - ---- COMPANY D COVERAGES This certificate supersedes and replaces any previously issued certificate for the policy period noted below. THIS IS '10 CERTIFY THAT POLICIES Or INSURANCE DESCRIBED HEREIN IIAVIi BEEN ISSUED 10 THE INSURED NAMED HEREIN FOR 'Im-' POLICY PERIOD INDICATED NOT WII HSTANDING ANY REQUIREMENT FORM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT T() WHICH THE'. CI,RT IF,ICATCi MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE!: Al I ORtA 1) BY THE POLICIES DESCRIF3I::.1) HEi.RFIN IS SUBJECT 10 Al L THE TERMS, CONI)HIONS AND EXCLUSIONS OF SUCH POUCH,$ LIMITS SHOWN MAY HAVE t3F:::F-:N RL:.DUCED BY PAID CLAIMS CO TYPE OF INSURANGF POLICY NUMBER LIR POLICY EFFECTIVE POLICY EXPIRATION LIMITS DATE(MMILD(YY) DATE(MMIGU(YYI GENERAL I.IABILIIY G( NERAL AGGREGATE COMMI'RCIAt GENERAL LIABILITY - PRODUCTS COMP/OP A< I CLAIM.,MADf:. OCCUR (% 7 vhnc 'lr: PI RSONAL & ADV INJURY �] — ,L .'7 OWNi,fR' S & CONTRACTOR'S PROT rr EACI-I OC CUI1 Rk NC F: t32'l, of (-1(;t' (;VV,NoFIRE nAMA(.n!•.(Any one fire) t I •� MED EXP (Any ono.r..r;nn) AUTOMOBILE LIAFIIL.ITY COMBINED SINGLE LiMfT S I Not Acceptahle _J 1 ANY All TO ALL OWNE.n AllTO.`, (Note Deficiencies ek4 f1QOi1 Y INJURY ............. $ I I ' (HEDLJLEDALITOti ..-. .. Per person) HIRLC) AUTOS - BODILY INJURY t ;a r NON-OWNL:) AUTOS Authorize'd Signature " PROPERTY nAMAGL ..' � $ I ...........-_..— .._.... ............._......., I a —4 GARAGE, LIABILITY AUTO ONLY EA ACCIPk N ANY All tO OTHER Ti IAN AUTO ONI Y 7 I AC.H ACCIUL $ A AGGRL ( ATE -'j EXCESS LIABILITY EACH OCCURRk.NCt! �� 1 I IIME3R4.LI.A FORM OTHER THAN 11MHRELL.A FORM ACGREC�AT1 .. ........ ...... .---� A W OR KERS COMPFNSA110NAND EMPLOYERS'L.IAE311ITY 1h/L /' '17 (�! ETC ',43 24341. OST, �S JINCL STOP GAP/ND,OH,WA,WV, �, �� 02/01/02 Y D 02/01iO3 WC b1AIU I OTH-I x 1 IORYLIMII6 - EL EACHACCIDFN7 -- -'- Is 500,000 THE PROPRIt TOIL/ iNCL SCF C43124389- MAXI 02/01/02 02/01/03 EL DISEASE POI Ic Y I.IMII .-_ , s 500,000 ..._..... PARTNF R.`3/t XI'.:::( LU fIVE ....._.. r $ 500,000 OFT ICE RS ARE E EXCL. FI f)I [ Ali E.L:AC H I: : MPLOYEEI :.: IOTHEIR aT14ANK� DESCRIPTION OF OF'ERATIONSlLOCATIONSlVE.HICLES/SPECIAL DEEMS (LIMITS MAYBE SUBJECT TO DEDUC HBLES OR RETENTIONS) RE..: RFP 01-11R CERTIFICATE HOLDER CANCELLATION SFIO(JLD ANY OF THE Po(.I(;IF':S OESCRIDED HEREIN BL CANCELLED BEFORE THC FXPIRATION DATE THE:REOF'. T14E INSURI':R AFFORDING COVFRAGE WILL ENDEAVOR TO MAIL. _.3f) EIAYS WRITTEN NOTICE: TO T'HE CITY OF TAMARAC CERHF'ICAT(: HOLDER NAMLL) HEFRIN. RUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR FINANCE DEPT., PURCHASING DIVISION 7525 N.W. 88TH AVE. LIABILITY OF ANY KIND UPON THL INSURCR AFFORnINI COVERAGl, II'S AGENTS OR REPRFSFNTATIVES. TAMARAC, FL 33321-2401 MARSH USA INC, BY: Susan Styron Aa,,'X. AkjUJV MM1(9/99) VALID AS OF: 01/14/02 9N` 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 FON" 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). 6. 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 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 FEN' 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 Dated this '`day of `+ G$ t ry 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 s ATTEST: i' Marion Qw(-nson, CMC City Clerk Date ATTEST: (Corporate Secretary) Type/Print Name of Corporate Secy v //V ' - Date Jeffrey L. rller ity Manager Date as to form and leaal Mitd'h'ell S. Kraft, City Adorn x , Date��� ncy: FIRST UNION NATIONAL BANK (aka WACHOVIA BANK, N.A.) Company Name Authorized Signature Type/Print Name (CORPORATE SEAL) Date FEN 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 jettmC�tamarcac.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, G,. JeffrNiller Y City Manager Attachments c: Michael C. Cernech, Interim Director of Finance/Assistant City Manager Leanne Williams, Finance and Policy Officer Equal Opportunity Employer 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. (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 F,QSEN` 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, Glass 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 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. 01-11R", 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 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. 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. INSTITUTIONAL CUSTODY AGREEMENT Dated this day of r'`C E 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 Q tea, a r;_k?. �- , signing by and through duly authorized to execute same. ATTATTEST: Marion Sw.n4on, CMC City Clerk Date CITY OF TAM RAC Jo chreiber, Mayor Date ._.. _.._ .,.w.�..� .Jeffrey L. iller city Manager 0//J/ Z? 2--- Date ApprgveWas to form and legal su 4c ency: Mitd-(ell S. Kraft, City orney/ ..�•� ..�`..� to -- �.�..��' .__.�...._._ Date ATTEST: FIRST UNION NATIONAL BANK (aka WACHOVIA BANK, N.A.) Company Nq,me (Ca rate Secretary) Authorized Signature Type/Print Nne of Corporate Secy. Type/Print Name' (CORPORATE SEAL) Date FON INSTITUTIONAL CUSTODY AGREEMENT CORPORATE ACKNOWLEDGEMENT STATE OF _ F :SS COUNTY OF x ,; I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the Courdy„aforesaid 'to4ake 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. 1 WITNESS my hand and official seal this. day of i i ry Publi .. �r r ign re of Notary Public ate of I 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. roNQD 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