HomeMy WebLinkAboutCity of Tamarac Resolution R-2001-215Temp. Reso. #9482
August 9, 2001
Page 1
Revision #1, August 15, 2001
CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2001-215
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE AN
AMENDMENT TO THE EXISTING AGREEMENT
BETWEEN THE CITY OF TAMARAC AND FIRST
UNION NATIONAL BANK (FUNB) EXTENDING
BANKING SERVICES FOR A PERIOD OF THREE
MONTHS OR UNTIL THE NEW CONTRACT IS
FINALIZED AND AWARDED, WHICHEVER IS
SOONER, PROVIDING FOR CONFLICTS; PROVIDING
FOR SEVERABILITY; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City contracted with First Union National Bank (FUNB)
through Resolution R-95-88 to provide banking services for five years; and
WHEREAS, the City extended the banking services agreement with FUNB
for one additional year commencing August 22, 2000 and terminating August 22,
2001 per Resolution R-2000-151 attached hereto as Exhibit 1; and
WHEREAS, the City recently solicited proposals and is currently in the
negotiation process to finalize a banking services contract with FUNB; and
WHEREAS, the City desires to extend the existing Agreement with FUNB
for a period of three months or until the new contract is finalized and awarded,
whichever is sooner; and
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Temp. Reso. #9482
August 9, 2001
Page 2
Revision #1, August 15, 2001
WHEREAS, FUNB has provided banking services in accordance with the
terms of the Agreement; and has agreed to said extension as per amendment
attached hereto as Exhibit 2; and
WHEREAS, the Director of Finance and Investment Accountant
recommend that the Amendment be approved to extend the Agreement for a
period of three months or until a new contract is finalized and awarded;
whichever is sooner; and
WHEREAS, the City Commission of the City of Tamarac, Florida, deems it
to be in the best interest of the citizens and residents of the City of Tamarac that
the Amendment be approved to extend the Agreement between the City of
Tamarac and First Union National Bank for a period of three months or until a
new contract is finalized and awarded; whichever is sooner.
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 the Amendment to the Agreement between the City of
Tamarac, Florida, and First Union National Bank to provide banking services,
extending the term of the agreement for a period of three months (ending
November 22, 2001) or until the new contract is finalized and awarded,
whichever is sooner.
E
Temp. Reso. #9482
August 9, 2001
Page 3
Revision #1, August 15, 2001
SECTION 3: All resolutions or parts of resolutions in conflict
herewith are hereby repealed to the extent of such conflict.
SECTION 4: If any clause, section, other part or application of this
Resolution is held by any court of competent jurisdiction to be unconstitutional or
invalid, in part or application, it shall not affect the validity of the remaining
portions or applications of this Resolution.
SECTION 5: This Resolution shall become effective immediately
upon its passage and adoption.
PASSED, ADOPTED AND APPROVED this 22"d day of August, 2001.
ATTEST:
MARION S ENSON, CMC
CITY CLERK
I HEREBY CERTIFY that I
hme approved this
ESOWTION aVo form.
r/ ` ow'*-T
MITCHELL KF
CITY ATTORN
/'/'/jOSEPH SCHREIBER, MAYOR
RECORD OF COMMISSION VOTE:
MAYOR SCHREIBER _Alyea
DIST 1: COMM. PORTNER Aye.
DIST 2: COMM. MISHKIN fl e�
DIST 3: V/M SULTANOF_A—M
DIST 4: COMM. ROBERTS—Ave.,
August 3, 2001
Paul Vincent, Vice President
First Union National Bank
1950 W. Hillsboro Boulevard, 2nd Floor
Deerfield Beach, FL 33442
Dear Mr. Vincent:
The City's Agreement with First Union to provide banking services is due to expire on August
22, 2001. As you are aware, the City recently solicited proposals for this service and is currently
in the selection process. This process is quite extensive and unfortunately will not be
completed before the expiration of the current agreement with your Bank.
The City of Tamarac is officially requesting that the current agreement be extended for a period
of three months or until the new contract is finalized and awarded, whichever is sooner.
Please advise if this extension is acceptable by completing the appropriate area below and
returning this form to my attention no later than Wednesday, August S, 2001. If you have any
questions, do not hesitate to contact me.
Sincerely,
+La . Flurry, CPP
Purchasing/Contracts Manager
Agree to a three-month extension of the contract subject to the same terms and
conditions.
Do no gree to a three-month extension of the subject co tract
Signature,f Title Date
Attest-1
Corporate Secretary
Corporate Seal
Equal Opportunity Employer
IN WITNESS WHEREOF, the parties hereto have mutually agreed to a three-month
extension to the agreement as referenced above.
ATTEST:
Marion Swenso , CIVIC
City Clerk Y A
I S. Ki
orney
STATE OF FLORIDA
COUNTY OF BROWARD:
CITY OF TAMARAC
By: t
o c'href6er, Mayor
y:
Jeff L. iller
City Manager
CONTRACTOR ACKNOWLEGEMENT
SS
I HEREBY CERTIFY that on this date, 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 he acknowledged before me and under oath he/she executed the
same.
WITNESS my hand and official seal this b' day of \ , 2001.
NOTARY PUBLIC, State of Florida at Large
PAMELA RAMKALAWAN % �a- � -
mYCOMMISSION#CC944979 (Name of Notary Public: Print, Stamp,
EXPIRES: Jun 13, 2004 or Type as Commissioned)
1-SW3-NOTARY FL Notary service & Bonding, Inc.
(personally known to me, or
( ) Produced Identification
Type of I.D. Produced
) DID take an oath or (./DID NOT take an oath.
1
EXHIBIT 1
Temp. Reso #9482
August 9, 2001
Page 1 of 6
CITY OF TAMARAC, FLORIDA
RESOLUTION NO, R-2000— i G l
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, AUTHORIZING THE
APPROPRIATE CITY OFFICIALS TO EXECUTE AN
ADDENDUM TO THE EXISTING AGREEMENT
BETWEEN THE CITY OF TAMARAC AND FIRST
UNION NATIONAL BANK EXERCISING THE OPTION
TO EXTEND FIRST UNION NATIONAL BANK'S
BANKING SERVICES CONTRACT FOR ONE
ADDITIONAL YEAR; PROVIDING FOR CONFLICTS;
PROVIDING FOR SEVERABILITY; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the City has contracted with First Union National Bank
(FUNB) to provide banking services for the past five years; and
WHEREAS, the agreement authorized with FUNB per Resolution R-95-88
allows the City to renew the contract for two additional one-year periods;
(Agreement attached hereto as Exhibit 2); and
WHEREAS, FUNB has provided banking services in accordance with the
terms of the agreement; and
WHEREAS, the Director of Finance and the Investment Accountant
recommend that the addendum to the agreement be approved and the
agreement with FUNB be extended an additional one year period; and
WHEREAS, the City Commission of the City of Tamarac, Florida, deems it
to be in the best interest of the citizens and residents of the City of Tamarac to
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EXHIBIT 1
Temp. Reso #9482
August 9, 2001
Page 2 of 6
approve an addendum to the agreement and extend the banking services
contract between the City of Tamarac, Florida and First Union National Bank for
a period of one year.
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 the Addendum to the August 22, 1995 Agreement between
the City of Tamarac, Florida, First Union National Bank providing for banking
services (attached hereto as Exhibit 1) and renewing the Agreement for a one
year period.
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.
It
1
1
1
EXHIBIT 1
Temp. Reso #9482
August 9, 2001
Page 3 of 6
SECTION 5: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED, ADOPTED AND APPROVED this 14 day ofC' GL X-t ,2000.
e
� / r
ATTEST:
MARION SWENSON, INTERIM CITY CLERK
IH RE Y CERTIFY that I have
' pp ovIthis RESQLUTION as
0
form.
RECORD OF COMMISSION VOTE
NEY MAYOR SCHREIBER ��-
DIST 1: COMM. PORTNER
DIST 2: COMM. MISHKIN L-4WLI-
DIST 3: COMM, SULTANOF �
DIST 4: VIM ROSERTS
r
EXHIBIT 1
Temp. Reso #9482
August 9, 2001
Page 4 of 6
ADDENDUM TO AUGUST 22, 1995 AGREEMENT
BETWEEN THE CITY OF TAMARAC
AND
FIRST UNION NATIONAL BANK
FOR PROVIDING BANKING SERVICES
This Addendum to the August 22, 1995 Agreement between the City of
Tamarac (hereinafter "City") and First Union National Bank (hereinafter "FUNB"),
is made and entered into this 18th day of July, 2000.
WITNESSETH:
WHEREAS, the CITY and FUNB entered into an Agreement dated August
22, 1995, relating to providing banking services to the City of Tamarac; and
WHEREAS, FUNB has expressed a strong desire to have a long term
mutually rewarding relationship with the CITY.
i
EXHIBIT 1
Temp. Reso #9482
August 9, 2001
Page 5 of 6
NOW, THEREFORE, the City and FUNS, agree as follows:
1) Pursuant to Section 1.0 of the August 22, 1995 Agreement, the Agreement is
extended for one additional year commencing August 22, 2000 and terminating
August 22, 2001.
2) All other terms of the August 22, 1995 Agreement continue in effect
unchanged and as previously agreed.
IN WITNESS WHEREOF, the parties hereby have made and executed this
Addendum to Agreement on the respective dates under each signature, the City
of Tamarac signing through its City Manager and its City Commission signing by
and through its Mayor, Joe Schreiber, and First Union National Bank signing by
and through its Vice President of Government Banking, Paul Vincent duly
authorized to execute same.
CITY Q TAMAtAC
BY
�' a[.
JOE CHREIBER, MAYOR
BY
JEF EY L. MLEK, CITY MANAGER
EXHIBIT 1
Temp. Reso #9482
August 9, 2001
Page 6 of 6
ATTEST: 7
c=7'
MARION SWENSON,
IN
ITY CLERK
i
Approyed,, nd sufficiency
IVIICi-!riLL $. K AFT
CI TY ATTOF�N Y l�
Date: � \ U V
FIRST UNI NATION BANK
BY
PAUL VINCENT
VICE PRESIDENT, GOVERNMENT BANKING
Date: 18"h July, 2000
STATE OF FLORIDA
COUNTY OF BROWARD
The foregoing instrument was acknowledged before me this 181h day of July, 2000, by
Paul F. Vincent, who is personally known to me or who has produced Florida Driver
License # V525686550210 as identification.
Notary Public -- State of Florida
PAME A RAMKAIAWAN
MY COMMISSION N CC 94 M
EXPIRES- Jun 13, 2W4
t-0[1F}NOTARY FL Notary snvfo. & Sonom W-
ICat t1 C
Name, typed or printed: Pamela Ramkalawan
My commission expires: June 131h 2004
conditions.
1Aij9 EXHIBIT 2
Temp. Reso #9482
August 9, 2001
�Page I oft
City of Tamarac -- - --
Finance Department, Purchasing Division
7525 N.W. 88th Avenue, Tamarac, Florida 33321-2401
Telephone: (954) 724-2450 Facsimile (954) 724-2408
Website: www.tamarac.org
August 3, 2001
Paul Vincent, Vice President
First Union National Bank
1950 W. Hillsboro Boulevard, 2"d Floor
Deerfield Beach, FL 33442
Dear Mr. Vincent:
The City's Agreement with First Union to provide banking services is due to expire on August
22, 2001. As you are aware, the City recently solicited proposals for this service and is currently
in the selection process. This process is quite extensive and unfortunately will not be
completed before the expiration of the current agreement with your Bank.
The City of Tamarac is officially requesting that the current agreement be extended for a period
of three months or until the new contract is finalized and awarded, whichever is sooner.
Please advise if this extension is acceptable by completing the appropriate area below and
returning this form to my attention no later than Wednesday, August 8, 2001. If you have any
questions, do not hesitate to contact me.
Sincerely,
5W. A)Lh�
La S. Flurry, CPPO
Purchasing/Contracts Manager
y� Agree to a three-month extension of the contract subject to the same terms and
Do no gree to a three-month extension of the subject contract
- - �
Si d
nature Title e Date
Attes
Corporate Secretary
Corporate Seal
Equal Opportunity Employer
EXHIBIT 2
' Temp. Reso #9482
August 9, 2001
Page 2 of 2
IN WITNESS WHEREOF, the parties hereto have mutually agreed to a three-month
extension to the agreement as referenced above.
ATTEST:
By:
Marion Swenson, CIVIC
City Clerk
Approved as to Form: By:
Mitchell S. Kraft
City Attorney
STATE OF FLORIDA
COUNTY OF BROWARD:
CITY OF TAMARAC
Joe Schreiber, Mayor
Jeffrey L. Miller
City Manager
CONTRACTOR ACKNOWLEGEMENT
SS
I HEREBY CERTIFY that on this date, 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 he acknowledged before me and under oath he/she executed the
same.
WITNESS my hand and official seal this b day of , 2001.
NOTARY PUBLIC, State of Florida at Large
PAMELA RAMKALAWAN��,�„�
MY COMMISSION # CC 944979 (Name of Notary Public: Print, Stamp,
EXPIRES: Jun 13. 2004 or Type as Commissioned)
1.800.3•NOTARY FL Notary service & Bonding, Inc.
( personally known to me, or
( ) Produced Identification
Type of I.D. Produced
( ) DID take an oath or (,/DID NOT take an oath.
Exhibit 3 Temp. Reso. m'054
Temp. Reso #9482
August 9, 2001
CITY OF TAMARAC. FLORIDA
RESOLUTION NO. R-95- Sg
A RESOLUTION OF THE CITY COMMISSION
OF THE CITY OF TAMARAC. FLORIDA,
AUTHORIZING THE APPROPRIATE CITY
OFFICIALS TO FINALIZE AND EXECUTE AN
AGREEMENT BETWEEN THE CITY OF
TAMARAC AND FIRST UNION NATIONAL
BANK OF FLORIDA. AS A CITY DEPOSITORY
AND THE PROVISION OF BANKING
SERVICES; PROVIDING FOR CONFLICTS:
PROVIDING FOR SEVERABILITY; AND
PROVIDIU.Q-EQR AN EFFECTIVe DATE,
WHEREAS, the current banking services contract with SunBanK has been in effect
for approximately eight years: and
WHEREAS. banking services have chanced during the life of the ccrrrct sc trat
certain ucgraaed ana modern services avaiiabie are nct ccverec u^aer ,. ...:-rent
contract with SunBank: and
WHEREAS, the current banking services contract with SunBanK does n :t crovide
for or acccrnmodate changes in service; and
WHEREAS. the City's current depositor-, S'unBanK. is not paying the C:t.o interest
on funds aeposited which are in excess of fu,.os needed to compensate the caws .or Its
services: and
i
Temp. Reso. # 7054
WHEREAS, based on a recommendation of the City Manager and Finance
Director, the City of Tamarac desires to enter into agreement with First Union National
Bank of Florida to provide general banking services meeting state of the art banking
services' requirements and benefits; and
WHEREAS, the City Commission of the City of Tamarac. Florida deems it to be in
the best interests of the citizens and residents of the City of Tamarac to provide for the
acceptance and execution of contract(s) between the City of Tamarac. Florida and First
Union National Bank of Florida for a period of five years with renewal options as City's
depositary for general banking services.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
SECTION 1 The foregoing "WHEREAS" clauses are hereov ratified ana
confirmed as being true and correct and is hereby made a specific part of this Resoiution.
S-F—CT1QN 2: An agreement between the City of Tamarac and First Union
National Bank of Florida for banking services, including all exhibits and attacnments. a
copy of which is attached hereto and incorporated herein by reference as if set forth in full.
is hereby approved together with such changes as may be agreed to by the City Manager
or his designated representative and approved as to form and legality by the Citv Attomev.
CITY OF TAMARAC. FLORIDA
MASTER AGREEMENT FOR BANKING SERVICES
WHEREAS, this Master Agreement for Banking Services (hereinafter "Agreement') is mace in the ��_y _ day
of 1995. by and between the City of Tamarac. a Municipal Corporation of the State of
Florida. hereinafter the CITY ana First Union National Bank of Florida. a national banxing association
authorized to do business in the State of Florida with its principal office located at 2-25 Water Street.
Jacksonville, Florida 32202. hereinafter referred to as the BANK whose Federal Identification number is 59-
221-6636:
NOW. THEREFORE, in consideration of the mutual promises herein, the CITY ana the BANK agree to the
following Terms and Conditions. as specified in Section A below. and to the following Scope of Work. as
specified in Section 8 below:
SECTION A - TERMS AND CONDITIONS
JS CONTRACT TERM
The banking services agreement shall commence an P- • a :� 1995 ano shall terminate five years
after the date of commencement. an } :,;;. . 2000. The CITY, at its cotton anc pending a mtrUM
agreement between the CITY and the BANK. may renew the contract for two aoditionai one-year
periods. Any renewal is contingent upon satisfactory performance by the BANK for the previous year
as determined by the CITY.
Ali prices as specified in Exhibit A shall remain firm throughout the initial five-year c: -,: of cenod. but
may oe modified by mutual written agreement of the parnes for any suosecuent renewal aenoa. All
other terms and conditions snail remain firm throughout the initial five-year contract canno ana any
subsequent renewal penoa unless modified by mutual written agreement of the oarues.
During the contract term. the CITY may renegotiate with the depositary banK such additions.
deletions, or changes to the Agreement as may be necessitated by law or changed circumstances.
In the event the CITY and the BANK cannot come to a mutual agreement on any such addition.
deletion or change, that portion of the Agreement conceming the desired addition. celetion or change,
shall be terminated,
The CITY reserves the right to establish bank accounts with other financial insuruuoris or procure
additional financial services from other institutions as needed. if the CITY deems it necessary. If the
CITY elects to exercise this right, the Agreement shall remain in effect with the respect to all terms.
conditions and pricing wunout penalty or diminution of on -going banking services as ccnta►neo herein.
Unless otherwise specifically indicated. all subsidiary agreements, inciudina, but not limited to those
listed in SECTION B. 10.0. shall be effective for the penoe of time indicatec in oaragrapn 1 above.
PASSED. ADOPTED AND APPROVED this 2G
ATTEST:
Temp. Reso. # 7054
day of �� 11995.
OCIV -'
NORMAN ABRAMOWITZ
MAYOR
-
CAROL A. EVANS
CITY CLERK
I HEREBY CERTIFY that I
have approved this
RESOLUTION as to form.
rl
ll�dll,/VGln
MITI ELL S. K FT
CITY ATTORNEY RECORD OF COMMISSIOtd V0 i
MAYOR ABRAMOMTZ
r�
DIST. 1 : V / M KATZ 4
sdh/kmwIsar DI T• 2: COMM. MISHKIN /
Dw. 3: COAAM. SCHREiBEFI i
018T. 4: COMhA. MACHEK
5
2 0 TERMINATION OF CONTRACT
Either party may terminate this Agreement at any time upon 120 days written notice. wn►ch is to be
provided by certified mail, return recerot requested. to the appropriate designated representative.
21 BREACH OF CONTRACT
This Section. if invoked. shall take precedence over section 2.0. In the event of a breach of contract
by the BANK or unsatisfactory performance as determined by the Finance Director or n►s designee
as indicated in Subsection 6.0 below (hereinafter designated representative'), or rf the BANK
performs in a manner that precludes the CiTY from administering its functions or activities in an
effective and efficient manner and if. after 30 days following written notice thereof. the BANK fails to
remedy such unsatisfactory performance or breacn. the City shall, upon written notice to the BANK
by certified mail, return receipt reduested. be authorized to terminate this agreement. The CITY
reserves the right to proceed thereafter against the BANK for any and all damaoes permitted by law
arising from such breacn or unsatisfactory performance. The BANK. however. wiii not be held
responsible for any breacn of failure which is determined. to the satisfaction of the Finance Director
or his designated representative, to be due to any action or inaction of the oars of the CiTY.
The CITY expects the BANK's service to the CITY to be continuous and uninterruoted. The BANK
shall have and maintain sufficient staff and equipment to support the requirements of this Agreement
on a continuous basis without interruption of service during normal business nours. Sever or
continuous interruption of service shall be cause for termination of the contract.
The BANK shall not be considerea in default by reason of any failure in performance if sucn failure
arises out of causes reasonaoly beyond the control of the BANK or any of its suocc^tractors or
assionees and without their fault or negligence. Such causes include. but are not limited tc acts of
GOD. natural or public hearth emercenctes. and abncrmatly severe ano unusuai weather ccrdit:ons.
Upon the BANK's request. the CITY shall consiaer the facts ano extent of anv faiiure tc --erform the
worx and. if the BANK's fa;iure to oerform was without fault or neoiigertce. ail affectea c-wtsicns of
the Agreement shall be revises acccrding►y, suoiect to the CITY's ngnts to cnande. terminate, cr smo
any or all worts at any time.
In recognition of the fact that some of the services to be provided by the BANK under tr:is Agreement
require the related performance of services oy the Federal Reserve System. tr,e CITY agrees that
the BANK shall not be liable for loss or damage of any kind resulting from any celay in the
performance of or failure to oerform the BANK's responsibilities nereunder cue to de!ays of failures
by the Federal Reserve System so icng as the BANK exercises its best efforts to wire= c:e orooiem.
N
5 Q SUBCONTRACTING AND -ASSIGNMENT OF PERFORMANCE
BANK shall not subcontract any services or work to be orov►ded to the CITY without the prior written
approval of the CITY. The CITY reserves the right to accept the use of a subcontractor or to reject
the selection of a particular subcontractor and to inspect all facilities of any subcontractor in order to
make a determination as to the caoability of the subcontractor to perform properly under this
Agreement. The CITY's acceptance of a subcontractor shall not be unreasonaoly withheld. The
BANK is encouraged to seek minority and women business enterprises for participation in
subcontracting opportunities.
This Agreement shall not be assigned. conveyed or transferred by the BANK except in the event of
acquisition, merger, or divestiture and with the written consent of the CITY at the time of the
assignment, conveyance or transfer. The BANK is to provide reasonable notice to the CITY of
mergers. acquisitions or divestitures which may affect the banking services required under this
agreement or which may necessitate the assignment of services.
Nothing herein shall be construed as creating any personal liability on the part of any officer or agent
of the CITY which may oe a parry hereto. nor shall it be construes as giving any rights or oenetits
hereunder to any one other than the CITY ano the BANK.
If the BANK subcontracts or assigns any work required under this Agreement. tr:e BANK remains
primarily responsible for the complete. satisfactory and acceptable performance by the subcontractor
or assignee. and warrants that any subcontractor or assignee shall adhere to all the terms and
conditions of this Agreement in every respect. It is agreed that, in the event of subcontracting or
assignment deposits and withdrawals by the CITY shall not be impeded due to the lack of new MICR -
encoded deposit or withdrawal documents. The CITY shall not be responsible for the costs of
reprinting any documents required as a result of subcontracting of assignment.
J& DESIIgNATEQ REPRESENTATiVga
The following individuals are designated to represent the BANK and the CITY resoectiveiv on all
matters concem►ng the Agreement:
For the BANK:
Karen Leikert, Vice President Commercial Banking
Jody Miller, CCM Vice Pres►cent. Cash Mgmt. Div.
Maryann Bums, CCM, Asst Vice Pres►cent Government Banking Group
For the CITY:
Stanley D. Hawthorne, Finance Director
Robert S. Noe. City Manager
The BANK and CITY will mutually notify eacn other as quickly as ooss►ble of anv changes in their
designated representatives.
3
CITY's Risk Manager prior to the commencement of the work to be oeriormea under this Agreement.
Policies snail be issued by comoanies authorized to do business under the laws of the State of Florida
and shall have adequate oolicvholders and financial ratings in the latest ratings of A.M. Best and be
part of the Florida Insurance Guarantee Association Act.
The Certificate shall contain a provision that coverage afforded under the policy wiil not be canceled
until at least thirty (30) days prior written notice has been given to the CITY. In the event the
Certificate of Insurance provided indicates that the insurance shall terminate and lapse curing the
period of this Agreement. the BANK shall furnish. at least thirty (30) days prior to the expiration of the
date of such insurance. a renewed Certificate of Insurance as proof that equal and like coverage for
the balance of the period of the Agreement or extension thereunder is in effect.
The loss or theft of any CITY deposits, once transferred to the BANK, will be the soie responsibility
of the BANK. The CITY will be reimbursed for the amount of the deposit, plus interest, in a timely
manner should this event occur. The CITY shall make every effort to reconstruct any such deposit
Such reconstruction, in the absence of microfiche or microfilm, shall be effective -with dollar amounts.
and the names and addresses of the makers. The bank shall give ledger credit bacxdatec to the day
of the onoinally intencea deposit. Ledger credit will be provided in the total amount of the intended
deposit even in the event the aeocsit cannot be 100% reconstructed.
AEPLICABILIIX OF FEDERAL STATE AND LOCAL LAWSIFECERAL POURT RULINGS
All applicable laws and regulations of the United States and the State of Florida, and all ordinances
and regulations of Broward County and the City of Tamarac shall appry to this Agreement. Public
deposits are to be cailateralized as required by Chapter 280 of the Florida Statutes. The BANK
agrees that it will monitor this requirement closely and make any adjustments deemed necessary to
remain in compliance.
The BANK has complied with the requirements of F.S. Chapter 280 as stated by the State Treasurer
of Florida and has in place the Contingent Liability Agreement between First Union National BanK of
Florida ana the State Treasurer of Florida date 12-17-92 (ano the acccrrtoanying Affidavit and
Resolutions and the Public Depository Pledge Agreement (To Secure Public Deocsrts Pursuant :a me
Florida Security for Public Deocsit Act) between First Union National Bank of Florida ana C":emicai
Bank as Custodian dated 03-19-93. The BANK shall orovide copies of said agreements to me CITY.
10.0 ACCESS TO RECORDS
The CITY. or its authorizea representatives. shall have access to the books ana records maintained
by the BANK concerning the CITY's accounts unless any appucaole Federai or State oanKing laws
prevent such access. Such access shall be during regular business hours. and wiii include the
inspection or copying of any nooks, records. memoranda. checks. correspondence. or documents
that the CITY requires access to. All records shall be maintainea for a minimum of three t 3) years•
or longer if required by the applicable regulatory bodies.
JU ADHERENCE TO OTHER AGREEME12TS
By way of its appointment by the CITY to be its principal bank. BANK agrees that it will adhere to all
requirements containea in all the agreements referenced as Exhibits aria Attachments to this
Agreement as they pertain to any services that the BANK performs for and on the benatf of the CITY.
BANK understands that ail of the terms contained in the Attachments are mace part of this
Agreement. The BANK also agrees that the CITY's Request for Proposai. as amended. and the
BANK's response are incorporated herein in their entireties by reference.
1U INJERPR9X&IMN OF CONFLICTS 1N TERMS N C NDMO S
Should any conflict occur between the terms and conditions in this Master Agreement for Banking
Services and those found in the agreements referenced as Exhibits or Attachments hereunder, then
the terns found in Sections A and 8 of the Master Agreement for Banking Services shall take
precedence.
Should any conflict occur between the terms and conditions in this Master Agreement for Banking
Services or any other of the sinned agreements and those found in the CITY's Reauest for Proposal
and the BANK's Pr000sai. then the terms found in the sianed agreements shall take orecedence as
described in the previous oaragrapn.
]� REMEDIES
This Agreement shall be governed by the laws of the State of Florida. Any and all legal action
necessary to enforce the Agreement will be held in Broward County. No remedy herein conferrea
upon any party is intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law of in equity or by statute of otherwise. No single or partial exercise by arty
party of any right, power. or remedy hereunder shall preclude any other or further exercise thereof.
lg,Q Nonces
Whenever either party desires to dive notice unto any other party. it must be given av written notice.
sent by registerea U.S. mail. with return receipt reauested. aaaressea to ;.r,e oarty -or :vnom it is
intended. at the place Last scecified. aria the oersons aria places for aivina of nctice snail remain such
until they shall have oeen changed by written notice in comonance with the orovisions of this
paragraph. For the present, the parries oestanate the following as the respective oersons aria olaces
for giving of notice, to wit:
CRY
City Manager
City of Tamarac
7525 NW 88 Avenue
Tamarac. FL 33321-2401
With Copies tg.
City Attorney
City of Tamarac
7525 NW 88 Avenue
Tamarac. FL 33321-2401
20.0 AS IGNMENT TO SUCCESSORS
BAtAg
Karen Leikert
First Union Nationai Bank
77 East Camino Real
Boca Raton. FL 33432
All assignments of this agreement to successors shall require the approval of the CITY CO,, MISSION
by duly enacted resolution. The CITY reserves the right to terminate this agreement tmmeoiatety upon
the acquisition of First Union Nationai Bank of Florida by another financial institution. Te BANK shall
promptly notify the CITY of any such acquisition in writing within a reasonaote time frame following
such announcement. The event shall imoose no changes unfavorable to the CITY vntnout the CITY's
written consent aria agreement.
N
1.2 AUTOMATED SWEEPIOVERNIGHT REPURCHASE AGREEMENT
Under the Master ConcentrationiZero Balance Account structure. the coilected balance remaining in
the Master Concentration Account at the close of earn business day is to be automatically invested
ovemight in a Repurchase Agreement (hereinafter -Repo) with the BANK. In accordance with the
Master Repurcnase Agreement (Attachment A), the CITY ane the BANK agree that the minimum
investment in the ovemight sweep Repo wail be S50.000 with $1.000 incremental increases mace to
the minimum. The minimum amount shall only be modified by mutual agreement of the parties.
Should the BANK be unable to invest in a fully coilateralized investment, then the balance shall
remain idle and uninvested. and the Earnings Credit Rate shall apply. Interest shall be eamea and
credited to the CITY's Master Concentration Account on a daily basis. The aummatea sweeo
investment service will capture any wire transactions posted that business day to the CITY's account
The Federal Reserve Board Regulation D exempts ovemight repurchase agreements from reserve
requirements.
The BANK shall collateratize the ovemight Repo at 101% of the repurchased amount. The oasis for
caicutatina the interest rate paid on the ovemight Reoo snail be the Effective Federai Funcis Rate
estaolishea daily by the Federal Reserve Boars. as published in its Statistigal Re!ease rgnus 25
basis points. Interest shall accrue at a rate of 360 days per annum.
The securities to be repurchased (hereinafter 'repurchaseo securities") are to be issued and
guaranteed by either the U.S. Government or a U.S. Government Agency. There are no restrictions
on the maturities of the securities. The BANK will hold the repurchased securities in safekeeping for
the City at no charge. The BANK will segregate the repurchased securities an its books aria recoras
to show the CiTY's ownership of the securities.
The BANK will provide the CiTY daily with a confirmation of the securities purchases which wiii show
the interest rate. amount invested, and collateral posted. and evidence the CiTY's ownersnio of the
securities. The lack of satisfactory evidence of ownership and sufficiency of market value, as
determined by the CITY, shall constitute breach of this contract. The BANK wiii also ;.rovide a
montnly summary statement snowing the activity of the sweep account. The ccr-,esocnc:ng sebits
and credits to the Master Concentration Account wiii acoear on the monthty banK statements W e
account.
No Additional Charges: The CITY is not to be cnaraed for daily account transfers cr for issuing
safekeeping receipts.
This agreement in no way impedes the City from purchasing other investments tnrougn any otner
financial institution or broker it deems appropriate. including the BANK.
9
1.5 AUTOMATED ACCOUNT BALANCE REPORTING AND OTHER AUTOMATED SERVICES
The BANK shall provide direct. on-line computer access to the CITY's account information. including
available balances. total credits. total debits. account historv. and any other information the CITY may
require within the parameters of the BANK's system. Such access is. at minimum. to be oassworo-
protected to ensure secunry and confidentiality. Additional security measures as generally required
by the BANK's "PC INVISION" system are acceptable. This service shall also permit the CITY to
initiate stop payment orders and internal account transfers. and to send electronic mail messages to
the BANK.
The BANK shall also provide the CITY with automated, on-line wire transfer service so that the CITY
can initiate outgoing wire transfers as late as 5:00 p.m. and review all wire activity (out -going and in-
coming) for the current day's transactions as well as previous transactions as provided for in the
system. The wire transfer service shall provide the CITY with confirmation of both in -coming and out-
going wire transfers and specify the wire sequence number and the time the wire was released or
received an a same -day. real-time basis.
1.6 DOCUMENTATION AND REPORTING OF TRANSACTIONS
The BANK agrees to provide the CITY with timely and accurate reporting on all bank account
transaction data. The BANK shall forward all such documentation to the CITY to the attention of the
Finance Director or his designated representative. The BANK's failure to comply with this
requirement will impede the CITY's ability to provide timely and accurate accounts of its cash position.
and the CITY will weight heavily such failure when evaluating the BANK's contract performance. The
CITY requires the followng documentation with respect to the following transactions made to or from
any of its accounts.
Outgoing Wire Transfers: A wire confirmation that specifies the account debited and a copy of the
debit advice for all wire transfers made from any of its accounts to be mailed within one business day
of the transaction.
Incoming Wire Transfers: A copy of the credit advice for ail inccmtna wires into any of its accounts
to be mailed within one ousiness aay of the transaction.
Intemai Account Transfers: Copies of the debit and credit advices corresponding to the transfer to
be mailed within one business day of the transaction for ail transactions conducted not using the 'PC
INVISION' system. Transactions conducted using the "PC INVISION" shall not require a mailed
confirmation. Such a confirmation can be printed at the time of the transaction.
Regular Deposits: A validated receipt evidencing the deoosit. This document must be available on
the next banking day for delivery by the armored courser to the CITY.
Account Adjustments: A copy of the debit or credit advice showing the amount of the adjustment.
the account that is begin oebited or credited and a descnetton of why the adjustment was necessary.
These documents must to be marled to the CITY within one ousiness day of the transaction.
Stop Payments: A written confirmation of the stop payment will be mailed within one ousiness day
of the receipt of the stoo payment order placed by the CITY for ail transactions conducted not using
the "PC INVISION" system. Transactions conducted using the 'PC INVISION" shall not reaurre a
mailed confirmation. Such a confirmation can be printed at the time of the transacticn.
11
allowance rate. divided by 365 days (366 for leap year), multiplied by the number of days in
the month for wrnch the cnarges are oeing billed.
Net Servipe Credit: Total service fees deducted from the investment eam►ngs credit.
The analysis statement shall show ail unit costs. quantities. and unit extensions. It shall be
mathematically complete.
The BANK agrees that all charges for services are listed in Exhibit "A" of this Aareement. The BANK
will impose no other charges or fees. The CITY will accept no other cnarges, nor will the CITY accept
any increases in charges or fees from those listed in Exhibit "A" of this Agreement except for charges
and changes resulting from requirements of the Federal Reserve System or other Governmental
regulatory agencies, or if the CITY requires services which were specifically excluded from pricing
such as Lock Box Services. or Armored Courier Services.
1.8 OTHER ACCOUNTS
The CITY currently has no otner accounts which are to be coverea under this Agreement. If the CITY
determines the need to establish additional accounts. service cnarges, if any, far such acccunts snail
be in accordance with the terms of this Agreement.
12 ACCOUNT REC!2NCILI6TION SERVICES
2.1 PARTIAL RECONCILEMENT
In accordance with the Account Reconcilement -Output File Format -Data Transmission (Attacnment
B), the CITY shall be provided with a listing of all checks paid eacn month. This report shall show the
check number. dollar amount of the cnecK and the date the check was paid. The report will show ail
checks for which a stoo payment craer has been placed. In addition. the BANK will provide to the
CITY a list of all m►sceilaneous cenits ana credits for eacn account. This output will be croviaea b—tn
in hard copy (papers ana in e!ectrornc format comoatible wan the CITY's requirements. 1' .e CITY
agrees that all checres snail be magnetically coded to include correct routingltransit. a:cCUnt and
serial numbers.
2.2 MONTHLY REPORTING
All reporting by the BANK to the CITY shall be basea on the Calendar month. All cutoff dates snail
be the last day of the calendar month.
13
3.3 CLEARANCE OF FOREIGN ITEMS
The BANK will provide foreign check clearance on a 'cash letter' bass for those currencies for which
the BANK has cash letter facilities in place. All checks will be suoiect to charge oack to the CITY.
The foreign collection items will be at no cnarge to the city (other,man standard cer item transaction
fees as described in Exhibit A).
All foreign collection items not payable in U. S. funds will be segregated by the CITY (separate
deposit slips).
3.4 ARMORED COURIER SERVICE
The BANK is to assist in arranging and coordinating armored courier service for the CITY, as
necessary, for the pick-up of CITY deposits for'same day credit. Pick-up will be daily at the following
location which the City may elect to change:
City Hall, 7525 NW 88th Ave. Tamarac
The contract for courier services will be between the CITY aria the courier service directly. The C17Y
will pay all invoices directly. The BANK will have no obligation for payment of the invoices.
3.5 NIGHT DEPOSITORY SERVICE
The BANK shall have night depository facilities conveniently located and available to the CfiY for
situations where armored courier service is not available or feasible. If the CITY determines the need
for such service, the BANK will supply to the CITY an adequate supply of night deposit keys and other
necessary supplies.
3.6 SAFE DEPOSIT BOXES
The CITY does not currently have need of or reau►re a Safe Deocs►t Box.
3.7 DEPOSIT BAGS AND SUPPLIES
The BANK shall supply to the CITY an aceouate number of
a. lockable deposit bags and keys as sopropnate in order to insure that the CITY shall be able
to make deposits in a timely manner.
b. disposable deposit bags as approonate.
15
New aoditions to the direct deposit file may reouire ore -note, zero -dollar transactions to ensure the
accuracy of the information transmitted. The receivina bank has ten business days to respona with
any resections or corrections. After the pre -note oenod. a "live"' transaction will then oe initiated
between the BANK and the receiving bank.
4.3 OTHER ACH SERVICES
The CITY receives by way of ACH various receipts from the State and Federal governments and may
receive other such payments from time to time. The BANK shall process the CITY's ACH creeits aria
debits. as required. The CITY shall receive immediate credit. based on the corresoonding effective
date. for all ACH credits to any of the CITY's accounts. The CITY shalt be charged only once for ACH
credits. The BANK shall not additionally charge the CITY for ACH credits as deposit items.
L. OTHES SERVICES:
5.1 SERVICES TO CITY EMPLOYEES
The BANK shall permit all CITY employees. whether or not they maintain an acccunt with the BANK
to cash their payroll checks upon proper identification for the BANK's protection.
The BANK shall provide to the CITY employees who initiate direct deposit payroll arranaements with
the BANK to enroll in the "Basic PERK" service plan. free checking accounts with no service fees and
no charge for the initial check printing order. The BANK agrees to provide other soecial services to
the CITY's employees as indicated in Exhibit D. There will be no charge for the use of the BANKS
Automated Teller Machines (ATM) for First Union Accounts. The CITY's employees may eiect either
the "Stanaard PERK" or the "Premium PERK' in lieu of the "Basic PERK" for the mcntnly charges as
outlinea in Exhibit D.
5.2 TELLER TRAINING
The BANK agrees to review the CITY's casn handiing and internal security measures at no cost to
the CITY. The BANK will provide a written report with recommenced changes. if any, to the Finance
director or his designated representative.
it/
U COMMUNITY OEVEL PMENT AND REINVESTMENT PROGRAM
The BANK will take affirmative actions to implement the Federal Community Reinvestment Act (CRAI
programs within the corporate limits of Tamarac. The bank agrees to provide ouarter►v reports to the
Finance Director or his desianated representative that ,,detail the SANK's efforts and
accomplishments, both for the quarter and year-to-date with res6ect to community development and
community reinvestment programs. Such reports shall detail the number and amount of commercial.
housing and consumer loans made within Tamarac by Federal census tract or by some other
geographic identification approved by the CITY.
The BANK shall act as custodian of the CITY's investment securities and any other property
deposited with it in accordance with the Custodian Agreement (Attachment F) between the CITY and
BANK and subject at all times to the instructions of the Finance Director or his designated
representative.
= ADOMONAL DOCUMENIAM—N
The following is a listing of the primary documents which are included in and are a part of this
Agreement. Addibonai secondary documents and worksheets may also be included:
EXHIBITS DESCRIPTION
A: Schedule of Charges for General Banking Services
B: Insurance Requirements
C: Formula for Calculating Required Monthly Ccmoensating Balance
D: City Emoloyee Bank Account Services
ATTACHMENTS
A: Master Repurcnase Agreement (VVth Additions. Annex i. and Annex ill
B: Account Reconciiement-Outout File Format -Data Transmission
C: Funds Transfer Agreement (With Exceations and Scheauies A. S. & C)
D: Custodian Agreement
Not included in this package, but incorporated by reference: (,1) City of Tamarac REQUEST FOR
PROPOSAL FOR BANKING SERVICES (RFP 95-1) as amenaed. and (2) First Union National BanK
of Florida PROPOSAL FOR BANKING SERVICES i Response to City of Tamarac s RFP 95-1).
19
CITY OF TAMARAC
FIRST UNION CHARGES FOR
GENERAL BANKING SERVICES
EXHIBIT - A
CHARGE
DE_ CRIETION
MONTHLY
PER IT
D-ETAIL
TRANSACTION CHARGES
Account Maintenance
$10.000
per account
Items Paid
$0.070
per item
Deposits Credited
$0.300
per deposit
Items Deposited - Not Encoded
On US
$0.035
per item
Clearinghouse
$0.045
per item
Jacksonville Fed
$0.045
,per item
Miami red
$0.045
per item
Corresooncent Clearings
S0.070
per item
Out of State
$0.030
per item
Items Deposited - Encoded
OnUS
$0.025
per item
Clearinghouse
$0.035
per item
Jacksonville Fed
$0.035
per item
Miami Fed
$0.035
per item
Correspondent Clearings
$0.060
per item
Out of State
$0.070
per item
Items Deposited - Rejects
$0.250
per item
Represented Items
$7-000
per item
Stop Payments
$5.000
per item
Deposited Items
Returned
$3.000
zer item
ACH Items Rec's-DR/CR
$0.120
::er Item
Deposit Errors
$3.000
tier error
Wire Transfers - Incoming
$4.700
per item
Wire Transfers - Out Repetitive
$5.000
per item
Wire Transfers - Out Non -repetitive
$5.000
per item
Wire Transfers - Internal
$2.000
per item
Wire Telephone Notification
S0.000
per item
Check Sort Items
$0.020
per item
Manuai Balance Reporting
N/A
per item
ZBA Master Account
$25.000
ZSA Subsidiary Accounts
$5.000
ACH Items Originated
$0.080
per item
ACH Input Files
$5.000
per item
Research
$20.000
per item
Microfilm Copies
S3.000
per item
Pre Printed Deposit Tickets (2 Part)
$0.000
per item
Automated Sweep
$75.000
per month
PC Invision Package
$75.000
per month
PC Invision Wire Module
$50.000
per montn
PAGE 21
C;TY OF TAMARAC
FIRST UNION CHARGES FOR
GENERAL BANKING SERVICES
EXHIBIT - A
nE5LR1PT1Q
Incoming Wire Report
-• Cash Deposit Processing per $1.000
Currency Supplied/Strap
Coin Supplied/Roll
FDIC per $1.000 avg ledger bal "
Daylight Overdraft
True overdraft
SAFEKEEPING SERVICES
TRANSACTION FEES
BOOK ENTRY PER FED ITEM
BOOK ENTRY PER NONFED ITEM
PHYSICAL
MAINTENANCE FEES
BOOK ENTRY PER MONTH
PHYSICAL PER MONTH
GNMA PAYDOWN&EA
PLEDGES -EA
wIRE TRANSFER -EA
NON ODA ACCOUNTS -PER 131LUNG
ACH CLEARING HOUSE FEES
Transmission
Transaction
MERCHANT SERVICE FEES
HONOR DEBIT CARD TRANSACTIONS
CREDIT CARD TRANSACTIONS MCNISA
PAPER DEPOSITS "
Discount Rate
Discount Fee
Authorization costs
Voice approvals
Automated Resoonse Unit (ARU)
Manual Credit Card Imprinter
ELECTRONIC DRAFT CAPTURE
MONTHLY
$1.000
$0.160
$2.000
S3.000
CHARGE
PER PTEM DETAIL
per item
$0.900
$0.650
$0.100
$0.000 per event
For the amount of the overdraft. the
CITY shall be charged at a rate equal
to the earnings rate on the automated
Investment Eervlce.
S 15.000
PAGE 22
$8.000
per item
$25.000
per item
$25.000
per item
per month
per month
$15.000
per Item
$10.000
pier Item
$10.000
per item
$5.000
per Item
$5.000 per transmission
50.080 per transaction
$0.250 per transaction
3.00% of gross amount
minimum monthly charge
S0.400
per transaction
S0.300
per transaction
S40.000
:ne time purchase
Y OF TAMARAC
-IRST UNIQN CHARGES FOR
ENERAL BANKING SERVICES
EXHIBIT - A
ESCRIPTIC)N MDTHLY_
Discount Rate
Discount Fee $15.000
ftrization costa
e Time Progrdmmingrnstaliation fee
NT Tranz 330 Terminal $18.000
NT Printer 250 $20.000
RCHASE Tranz 330 Terminal
RCHASE Printer 250
CHARGE
PER ULM
2 l o%
DETAIL
of gross amount
minimum monthly charge
$0.150
per transaction
$50.000
one time installation fee
optional rental per month
optional rental per month
$345.000
optional purchase price
$333.000
optional purchase price
01 t5:
that Per average ledger balance. Note at FDIC is subject to Change pursuant to FDIC regulations and is not a
ed. contractual price.
Pricing assumes.
$100.00 average ticket
$100,000.00 annual volume
100% authorization tdlzing voice authorization network via 1/800 #.
ird imprinted sales draft
Pricing assumes:
$100.00 average ticket
$100.000.00 annual volume
Electronic authorization and draft capture support through YrsaNet network
1001% Capture utilizing Point of Sale Terminal
Daily EDC settlements
Retention of Paper Media by City of Tamarac
PAGE 23
CITY OF TAMARAC EXHIBIT - B
BANKING SERVICES AGREEMENT
SCHEDULE CIF INSURANCE REQUIREMENTS
INSURANCE REQUIREMENTS
The BANK shall maintain at least the following minimum insurance requirements
throughout the life of this Agreement:
DOELF COVERAGE
Bankers Blanket Bona
Errors and Omissions
24
MINIMUM L!MIT
$100.000.000
S 1,000.000
A
JUN-OS-00 11.40 FROMiFUNS GOVT SNKC ID.S6133639S9 FACE 3/9
ly0mI1-.3_1IlIff,
PAYMENT FOR SERV C S
Compensating balances are calculated monthly based on the dollar amount of services utilized and the
earnings credit rate. The earnings credit rate is calculated monthly based on the previous month's average
of the go -day Treasury Bill discount rate. The compensating balance requirement is calculated as follows:
Total Monthly Service Charge_
((ECR X 12 ) X (1 - RR))
365
ECR = Earnings Credit Rate
D - Number of Days in the month
365 - Number of Days in the year
RR = Reserve Requirement (Currently 10% on demand
accounts, 06/6 on non interest bearing deposit accounts)
Through F'Irst union's account analysis system either method of payment - "softdollar" or "specific
charges for service", - can be selected by the City.
We recommend the use of a non4nterest bearing deposit account- to be established as a compensating
balance. This vehicle does not require the 10% Federal Reserve requirement, thus, the full dollar amount will
be used to offset charges. However, as the earnings Credit rate used as calculation for the compensating
balance changes monthly we also recommend a periodic adjustment of the compensating balance to ensure
an accurate accounting for the City.
If the "specific charges for service " method is selected, an invoice will simply be generated and mailed
with the analysis statement. Any balances that remain in the master account vnll be used to offset
charges.
25
EXHIBIT - D
PREFERRED EMPLQYgF--RELATIONSHIP KIT
In an effort to establish a total relationship, First Union is proud to offer the employees of the City our Preferred
Employee Relationship Kit (PERK). PERK is a complete personal banking account service. which provides
substantial savings to your employees as a result of the City's banking relationship. The PERK pacxage offers
three different levels of benefits tailored for your individual employee's needs: Basic. Standard. or Premium.
Each employee's account will be identified as an employee of a preferred bank customer and will contain First
Union's written guarantee of satisfaction.
BASIC PERK
FEATURES -
SAFEKEEPING CHECKING ACCOUNT
For your employees' convenience. First Union will store their canceled checks and save tr,em the
trouble of keeping up with them. Should they ever need a copy for any reason, one may ae orovided
at the request of a phone call.
NO MINIMUM BALANCE REQUIREMENT
Provides a substantial savings to your employees oy eliminating the need to maintain a valance
requirement.
FIRST ORDER OF CHECKS FREE
Your employees' first order of fully personalized First Union stock checks is free and ccrnes with an
attractive cneckbooK cover.
OVERDRAFT PROTECTION
Once approved, your employees can link their cnecking account to an Instant Cash Reserre. Money
Market. another personal account. or a credit taro. -
■ FREE ATM CARD
Provides your employees with around -the -clock access to funds at First Union. Honor. a:td PLUS
System 24 hour banking machines.
MONTHLY FEE
First Union will provide all of the aoove services for emwayees of the city at NO CHARGE.
26
EXHIBIT - D
PAGE 2of3
STANDARD PERK
In addition to the features provided with the Basic PERK Account. First Union's Standard PERK includes:
. 'NO ANNUAL FEE FOR FIRST YEAR ON VISA OR MASTERCARD
Your employees can enjoy enhanced purchasing power with no annual fee the first year, in addition
to competitive interest rates.
50%, OFF TRAVELER'S CHECKS, MONEY ORDERS, AND CASHIER'S CHECKS
A substantial savings, providing % off the standard fee.
-PREFERRED RATES ON LOANS ments deducted
Your employees will receive discounted loan rates by having installment loan pay
automatically from their PERK accounts.
DISCOUNTED BROKERAGE SERVICES
First Union Brokerage Services
eam can save
your P up to 72% on commissions and as a PERK
employee, they'll receive
scounL
SAFE DEPOSIT BOX DISCOUNT
Your employees will receive a $10.00 discount on the annual rent of a safe deposit box with Standard
PERK.
NO MONTHLY FEE IF THE EMPLOYEE MAINTAINS:
$7sa0.00 Daily Balance in a PERK checking
®R $5,00D.0o Dally Combined Baiances in Cheddng/Savings/CD/IRA
OR Your employee may simply pay $10.00 a month for this package.
27
EXHIBIT-0 i
PAGE 3 of 3
PREMIUM PERK
First Union's Premium PERK plan offers a variety of premier services including:
■ INTEREST BEARING CHECKING ACCOUNT
Your employees can earn a competitive rate of interest with bonus rates when balances exceed
$20,000.
'FREE VISA GOLD OR GOLD MASTERCARD
Upon approval. your emciavees wiil receive a Gold taro of their c^cite with attract; a rates, a credit
limit of at least $5.000. casn acvance caoabdity. 24 hour emergency assistance. aria many more
valuable features with no annual fee.
FREE PERSONALIZED FIRST UNION STOCK CHECKS
Your employees will receive personalized checks absolutely free.
■ FREE TRAVELER'S CHECKS, MONEY ORDER, AND CASHIER'S CHECKS
As a special bonus to Premium PERK employees. First Union provides these services absolutehr free.
■ FREE TRAVEL ACCIDENT INSURANCE
Save money and enjoy the security of $500.000 insurance provided by First Union insurance Grouo.
a division of First Union Mortgage Corporation.
FREE SUMMARY STATEMENT
First Union will provide your employees with a summary statement to assist in summariz;ng teir
monthly financial position.
NO MONTHLY FEE IF EMPLOYEE MAINTAINS:
$2.500.00 Daily Balance in a PERK checking account
OR $10,000.00 Daily Combinea Balances in ChecKingrSavingsiCOARA
OR Your employee may simply pay $12.00 month for this pacxaoe.
'Upon proper credit approval.
28
ATTACHMENT A
Public Securities Association
40 Broad Street, New York, NY 10004-2373
Telephone (212) 809-7000
MASTER REPURCHASE AGREEMENT
Dated as of
Between:
and
1. Applicability
From time to time the parties hereto may enter into transactions in which one party ("Seller") agrees to
transfer to the other ("Buyer") securities or financial instruments ("Securities") against the transfer of funds
by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on
demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a'Transaction"
and shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex
I hereto, unless otherwise agreed in writing.
2. Definitions
(a) "Act of Insolvency", with respect to any party, (i) the commencement by such party as debtor of any
case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law, or
such parry seeking the appointment of a receiver, trustee, custodian or similar official for such party or any
substantial part of its property, or (0) the commencement of any such case or proceeding against such party,
or another seeking such an appointment, or the filing against a party of an application for a protective decree
under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely
contested by such party, (B) results in the entry of an order for relief, such an appointment, the issuance of
such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days,
(iii) the making by a party of a general assignment for the benefit of creditors, or (iv) the admission in writing
by a party of such parry's inability to pay such party's debts as they become due;
(b) 'Additional Purchased Securities'; Securities provided by Seller to Buyer pursuant to Paragraph 4(a)
hereof;
(c) "Buyer's Margin Amount", with respect to any Transaction as of any date, the amount obtained by
application of a percentage (which may be equal to the percentage that is agreed to as the Seller's Margin
Amount under subparagraph (q) of this Paragraph), agreed to by Buyer and Seller prior to entering into the
Transaction, to the Repurchase Price for such Transaction as of such date;
(d) "Confirmation", the meaning specified in Paragraph 3(b) hereof;
(e) "Income'; with respect to any Security at any time, any principal thereof then payable and all interest,
dividends or other distributions thereon;
(f) "Margin Deficit", the meaning specified in Paragraph 4(a) hereof;
(g) "Margin Excess", the meaning specified in Paragraph 4(b) hereof;
(h) "Market Value", with respect to any Securities as of any date, the price for such Securities on such
date obtained from a generally recognized source agreed to by the parties or the most recent closing bid
quotation from such a source, plus accrued Income to the extent not included therein (other than any Income
credited or transferred to. or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) as of such
date (unless contrary to market practice for such Securities);
(i) "Price Differential", with respect to any Transaction hereunder as of any date, the aggregate amount
obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction
on a 360 day per year basis for the actual number of days during the period commencing on (and including)
the Purchase Date for such Transaction and ending on (but excluding) the date of determination (reduced by
. . r r. ...r. .. . .r r_. n_rr. _ r`+. .. .__...a.L �...-w....a .. ... ..-L.. T.. r....r-i....\.
(j) "Pricing Rate". the per a(- m oercentaee rate for determination of tr'-'rice 0ifferenvar
(k) "Prime Rate". the prime ,cite of U.S. money center commercial oanK$ ds ouolisneo in The Wall Streer '
Joumar:
(1) "Purchase Date", the date on which Purcnasea Securities are transferrea by Seller to Buyer:
(m) "Purchase Price". (i) on the Purchase Date. the price at which Purchased Securities are transferrea
by Seller to Buyer, and (ii) therearter. such once increased by the amount of any cash transterre(3 by Buyer to
Seller pursuant to Paragraph 41b) hereof and decreased by the amount of any cash transferred by Seller to
Buyer pursuant to Paragraph Cal hereof or applied to reduce Sellers coiiaations under clause Iii) of Paragraph
5 hereof:
(n) "Purchased Securities". the Securities transferred by Seller to Buyer in a Transaction hereunder. ana
any Securities substituted thereror in accordance with Paragraph 9 hereof. The term 'Purcnased Securities"
with respect to any Transaction at any time also shall include Additional. Purchased Securities delivered pursuant
to Paragraph 4(a) and shall exclude Securities returned pursuant to Paragraph 4(b):
(o) "Repurchase Date", the sate on which Seller is to repurchase the Purchased Securities from Buyer,
including any date determined by application of the provisions of Paragraphs 3(c) or 11 hereof:
(p) "Repurchase Price", the price at which Purchased Securities are to be transferrea from Buyer to Seller
upon termination of a Transaction. which will be cetermined in each case (including Transactions terminable
upon demand) as the sum of the Purchase Price and the Price Differential as of the date of such determination,
increased by any amount determined by the application of the provisions of Paragraph 11 hereof:
(q) "Seller's Margin Amount". with respect to any Transaction as of any date. the amount obtained by
application of a percentage (which may be equal to the percentage that is agreed to as the Buyer's Margin
Amount under subparagraph (c) of this Paraorapni. agreed to by Buver and Seller pnor to entenng into the
Transaction, to the Repurchase Price for such Transaction as of such sate.
3. Initiation: Confirmation: Termination
(a) An agreement to enter into a Transaction may be made oraily or in writing at the initiation of either
Buyer or Seller. On the Purchase Date for the Transaction, the Purcnased Securities snail be transferred to
Buyer or its agent against the transfer of the Purchase Price to an account of Seller.
(b) Upon agreeing to enter into a Transaction hereunder. Buyer or Seller (or both), as shall be agreed.
shall promptly deliver to the other party a written confirmation of eacn Transaction (a ''Confirmation"). The
Confirmation shall describe the Purchased Securities (including CUSIP numcer. if any), identify Buyer and
Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date. unless the
Transaction is to be terminable on demand. (iv) the Pricing Rate or Repurchase Price applicable to the
Transaction. and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement.
The Confirmation, together with this Agreement, shall constitute ccnctusive evidence of the terms agreed
between Buyer and Seller with respect to the Transaction to which the Confirmation relates. unless with respect
to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between
the terms of such Confirmation and this Agreement. this Agreement snail prevail.
(c) In the case of Transactions termtnaole ueon demand. sucn cemanc shall be mace ov Buyer or Seller.
no later than such time as is customary in accordance with marxet practice. oy teleonone or otherwise on or
pnor to the business day on which sucn termination will be effective. On the sate specified in sucn demand.
or on the pate fixed for termination in the case of Transactions navina a fixed term. termination of the Transaction
will be effected by transfer to Seller or its agent of the Purchased Securities and any income in respect thereof
received by Buyer (and not previously credited or transferred to. or applied to the obligations of. Seller pursuant
to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer.
4. Margin Maintenance
(a) If at any time the aggregate Market Value of all Purchased Securities subject to ail Transactions to
which a particular party hereto is acting as Buyer is less than the aggregate Buyers Margin Amount for all
such Transactions (a "Margin Deficit"), then Buyer may by notice to Seller require Seller in such Transacuons.
at Seller's option, to transfer to Buyer cash or additional Securities reasonaoly acceptable
to Buyer i "Additional Purcnasea Securities"), sm that the cash ano aggregate Market Value of the Purchased
Securities. including any such Additional Purcnasea Securities. wtil thereupon eduai or exceed such aggregate
Buyers Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any
Transactions in which such Buyer is acting as Seller).
(b) If at any time the aggregate Market Value of all Purchasea Securities suoiect to all Transactions in
which a particular parry hereto is acting as Seller exceeds the aggregate Seller's Margin Amount for all such
Transactions at such time (a "Margin Excess'), then Seller may ov notice to Buyer reautre Buyer in sucn
Transactions. at Buyer s Option. to transfer cash or Purchased Securities to Seller, so that the aggregate Market
Value or the Purcnased Securities. after deduction of anv such cash, or anv Purcnasea Securities so transferred.
will thereupon not exceea such aggregate Sellers Margin Amount tmcreased by the amount of any Maratn
Excess as of such date arising from any Transactions in which sucn Seller is acting as Buveri.
(c) Any cash transterrea pursuant to this Paragraph shall be attrioutea to sucn Transactions as snail be
agreea upon by Buyer ana Seller.
30
e3959 PAGE 9/12
(d) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective
rights of Buyer or Seller (or both) under subparagraphs (a) and (b) of this Paragraph may be exercised only
where a Margin Deficit or Margin Excess exceeds a specified dollar amount or a specified percentage of the
Repurchase Prices for such Transactions (which amount or percentage shall be agreed to by Buyer and Seller
prior to entering into any such Transactions).
(e) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective
rights of Buyer and Seller under subparagraphs (a) and (b) of this Paragraph to require the elimination of a
Margin Deficit or a Margin Excess, as the case may be, may be exercised whenever such a Margin Deficit or
Margin Excess exists with respect to any single Transaction hereunder (calculated without regard to any other
Transaction outstanding under this Agreement).
5. Income Payments
Where a particular Transaction's term extends over an Income payment date on the Securities subject to
that Transaction, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of
any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable
either (i) transfer to or credit to the account of Seller an amount equal to such Income payment or payments
with respect to any Purchased Securities subject to such Transaction or (ii) apply the Income payment or
payments to reduce the amount to be transferred to Buyer by Seller upon termination of the Transaction. Buyer
shall not be obligated to take any action pursuant to the preceding sentence to the extent that such action
would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers
to Buyer cash or Additional Purchased Securities sufficient to eliminate such Margin Deficit_
6. Security Interest
Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the
event any such Transactions are deemed to be loans, Seller shall be deemed to have pledged to Buyer as
security for the performance by Seller of its obligations under each such Transaction, and shall be deemed to
have granted to Buyer a security interest in, all of the Purchased Securities with respect to all Transactions
hereunder and all proceeds thereof.
7. Payment and Transfer
Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds.
All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall
be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation
as the party receiving possession may reasonably request, (ii) shalt be transferred on the book -entry system
of a Federal Reserve Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and
Buyer. As used herein with respect to Securities, "transfer" is intended to have the same meaning as when
used in Section "13 of the New York Uniform Commercial Code or, where applicable, in any federal regulation
governing transfers of the Securities.
S. Segregation of Purchased Securities
To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be
segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation
may be accomplished by appropriate identification on the books and records of the holder, including a financial
intermediary or a Bearing corporation. Title to all Purchased Securities shall pass to Buyer and, unless otherwise
agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase
transactions with the Purchased Securities or otherwise pledging or hypothecating the Purchased Securities,
but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant
to Paragraphs 3, 4 or 11 hereof, or of Buyer's obligation to credit or pay Income to, or apply Income to the
obligations of, Seller pursuant to Paragraph 5 hereof.
Required Disclosure for Transactions in Which the Seller Retains Custody
of the Purchased Securities
Seller is not permitted to substitute other securities for those subject to this Agreement and
therefore must keep Buyers securities segregated at all times, unless in this Agreement Buyer
grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means
that Buyers securities will likely be commingled with Seller's own securities during the trading day.
Buyer is advised that, during any trading day that Buyer's securities are commingled with Seller's
securities, they [will]" [may]"" be subject to liens granted by Seller to [its clearing bank]' [third
parties]— and may be used by Seller for deliveries on other securities transactions. Whenever the
securities are commingled, Seller's ability to resegregate substitute securities for Buyer will be
subject to Sellers ability to satisfy [the clearing]' [any]'" lien or to obtain substitute securities.
'Language to be used under 17 C.F.R. §40,3.4(e) if Seller is a government securities broker or dealer other than a financial institution.
-r..-..I...__._1...__. ,_..-_ ...__....._ .. .
9. Substitution
(a) Seller may, subject to agreement with and acceptance by Buyer, substitute other Securities for any
Purchased Securities. Such substitution shall be made by transfer to Buyer of such other Securities and
transfer to Seller of such Purchased Securities. After substitution, the substituted Securities shall be deemed
to be Purchased Securities-
(b) In Transactions in which the Seller retains custody of Purchased Securities, the parties expressly
agree that Buyer shall be deemed, for purposes of subparagraph (a) of this Paragraph, to have agreed to and
accepted in this Agreement substitution by Seller of other Securities for Purchased Securities; provided,
however, that such other Securities shalt have a Market Value at least equal to the Market Value of the
Purchasers Securities for which they are substituted.
10. Representations
Each of Buyer and Seller represents and warrants to the other that (i) it is duly authorized to execute and
deliver this Agreement, to enter into the Transactions contemplated hereunder and to perform its obligations
hereunder and has taken all necessary action to authorize such execution, delivery and performance, (ii) it
will engage in such Transactions as principal (or, if agreed in writing in advance of any Transaction by the other
party hereto, as agent for a disclosed principal), (iii) the person signing this Agreement on its behalf is duly
authorized to do so on its behalf (or on behalf of any such disclosed principal), (iv) it has obtained all authorizations
of any governmental body required in connection with this Agreement and the Transactions hereunder and
such authorizations are in full force and effect and (v) the execution, delivery and performance of this Agreement
and the Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it or
any agreement by which it is bound or by which any of its assets are affected. On the Purchase Date for any
Transaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it.
11. Events of Default
In the event that (i) Seller fails to repurchase or Buyer fails to transfer Purchased Securities upon the
applicable Repurchase Date, (ii) Seller or Buyer fails, after one business day's notice, to comply with Paragraph
4 hereof, (iii) Buyer fails to comply with Paragraph 5 hereof, (iv) an Act of Insolvency occurs with respect to
Seller or Buyer, (v) any representation made by Seller or Buyer shall have been incorrect or untrue in any
material respect when made or repeated or deemed to have been made or repeated, or (vi) Seller or Buyer
shall admit to the other its inability to, or its intention not to, perform any of its obligations hereunder (each an
"Event of Default");
(a) At the option of the nondefaulting party, exercised by written notice to the defaulting party (which option
shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an
Act of Insolvency), the Repurchase Date for each Transaction hereunder shall be deemed immediately to
occur.
(b) In all Transactions in which the defaulting party is acting as Seller, if the nondefaulting party exercises
or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, (i) the defaulting
party's obligations hereunder to repurchase all Purchased Securities in such Transactions shall thereupon
become immediately due and payable, (ii) to the extent permitted by applicable law, the Repurchase Price
with respect to each such Transaction shall be increased by the aggregate amount obtained by daily application
of (x) the greater of the Pricing Rate for such Transaction or the Prime Rate to (y) the Repurchase Price for
such Transaction as of the Repurchase Date as determined pursuant to subparagraph (a) of this Paragraph
(decreased as of any day by (A) any amounts retained by the nondefaulting party with respect to such
Repurchase Price pursuant to clause (iii) of this subparagraph, (B) any proceeds from the sale of Purchased
Securities pursuant to subparagraph (d)(i) of this Paragraph, and (C) any amounts credited to the account of
the defaulting party pursuant to subparagraph (e) of this Paragraph) on a 360 day per year basis for the actual
number of days during the period from and including the date of the Event of Default giving rise to such option
to but excluding the date of payment of the Repurchase Price as so increased, (iii) all Income paid after such
exercise or deemed exercise shall be retained by the nondefaulting party and applied to the aggregate unpaid
Repurchase Prices owed by the defaulting party, and (iv) the defaulting party shall immediately deliver to the
nondefaulting party any Purchased Securities subject to such Transactions then in the defaulting party's possession.
(c) In all Transactions in which the defaulting party is acting as Buyer, upon tender by the nondefaulting
Party of payment of the aggregate Repurchase Prices for all such Transactions. the defaulting party's right,
title and interest in all Purchased Securities subject to such Transactions shall be deemed transferred to the
nondefaulting parry, and the defaulting party shall deliver all such Purchased Securities to the nondefaulting
Party.
(d) After one business day's notice to the defaulting party (which notice need not be given if an Act of
Insolvency shall have occurred, and which may be the notice given under subparagraph (a) of this Paragraph
or the notice referred to in clause (4) of the first sentence of this Paragraph), the nondefaulting party may:
(i) as to Transactions in which the defaulting parry is acting as Seller, (A) immediately sell, in a
recognized market at such price or prices as the nondefaulting parry may reasonably deem satisfactory,
any or all Purchased Securities subject to such Transactions and apply the proceeds thereof to the
aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder
JUN—OS-00 11.51 FROM -FUNS COVT 6NKC I❑g5613363959 PACE 11/12
or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Securities, to give the
defaulting party credit for such Purchased Securities in an amount equal to the price therefor on such
date, obtained from a generally recognized source or the most recent dosing bid quotation from such a
source, against the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting
party hereunder, and
(ii) as to Transactions in which the defaulting party is acting as Buyer, (A) purchase securities
("Replacement Securities") of the same class and amount as any Purchased Securities that are not
delivered by the defaulting party to the nondefaulting party as required hereunder or (S) in its sole
discretion elect, in lieu of purchasing Replacement Securities, to be deemed to have purchased Replacement
Securities at the price therefor on such date, obtained from a generally recognized source or the most
recent closing bid quotation from such a source.
(e) As to Transactions in which the defaulting party is acting as Buyer, the defaulting party shall be liable
to the nondefaulting party (1) with respect to Purchased Securities (other than Additional Purchased Securities),
for any excess of the price paid (or deemed paid) by the nondefaulting party for Replacement Securities
therefor over the Repurchase Price for such Purchased Securities and (ii) with respect to Additional Purchased
Securities, for the price paid (or deemed paid) by the nondefaulting party for the Replacement Securities
therefor. In addition, the defaulting party shall be liable to the nondefaulting party for interest on such remaining
liability with respect to each such purchase (or deemed purchase) of Replacement Securities from the date
of such purchase (or deemed purchase) until paid in full by Buyer. Such interest shall be at a rate equal to the
greater of the Pricing Rate for such Transaction or the Prime Rate.
(i) For purposes of this Paragraph 11, the Repurchase Price for each Transaction hereunder in respect
of which the defaulting party is acting as Buyer shall not increase above the amount of such Repurchase Price
for such Transaction determined as of the date of the exercise or deemed exercise by the nondefaulting party
of its option under subparagraph (a) of this Paragraph.
(g) The defaulting party shall be liable to the nondefaulting party for the amount of all reasonable legal or
other expenses incurred by the nondefaulting party in connection with or as a consequence of an Event of
Default, together with interest thereon at a rate equal to the greater of the Pricing Rate for the relevant
Transaction or the Prime Rate.
(h) The nondefaulting party shall have, in addition to its rights hereunder, any rights otherwise available
to it under any other agreement or applicable law.
12. Single Agreement
Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction
hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single
business and contractual relationship and have been made in consideration of each other. Accordingly, each
of Buyer and Seller agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and
that a default in the performance of any such obligations shall constitute a default by it in respect of all
Transactions hereunder, (ii) that each of them shall be entitled to set off claims and apply property held by
them in respect of any Transaction against obligations owing to them in respect of any other Transactions
hereunder and (iii) that payments, deliveries and other transfers made by either of them in respect of any
Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers
in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries
and other transfers may be applied against each other and netted.
13. Notices and Other Communications
Unless another address is specified in writing by the respective party to whom any notice or other com-
munication is to be given hereunder, all such notices or communications shall be in writing or confirmed in
writing and delivered at the respective addresses set forth in Annex Ii attached hereto.
14. Entire Agreement; Severability
This Agreement shall supersede any existing agreements between the parties containing general terms
and conditions for repurchase transactions. Each provision and agreement herein shall be treated as separate
and independent from any other provision or agreement herein and shall be enforceable notwithstanding the
unenforceability of any such other provision or agreement.
15. Non -assignability; Termination
The rights and obligations of the parties under this Agreement and under any Transaction shall not be
assigned by either party without the prior written consent of the other patty. Subject to the foregoing, this
Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their
respective successors and assigns. This Agreement may be cancelled by either party upon giving written
notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any
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16. Goveming Low
This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict
of law principles thereof.
17. No Waivers, Etc.
No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other
Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right
to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no
consent by any party to a departure herefrom shall be effective unless and until such shall be in writing and
duly executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a
notic& pursuant to subparagraphs 4(a) or 4(b) hereof will not constitute a waiver of any right to do so at a later
date.
18. Use of Employee Plan Assets
(a) If assets of an employee benefit plan subject to any provision of the Employee Retirement Income
Security Act of 1974 ("ERISA") are intended to be used by either party hereto (the "Plan Party') in a Transaction,
the Plan Party shall so notify the other party prior to the Transaction. The Plan Party shall represent in writing
to the other party that the Transaction does not constitute a prohibited transaction under ERiSA or is otherwise
exempt therefrom, and the other party may proceed in reliance thereon but shall not be required so to proceed-
(b) Subject to the last sentence of subparagraph (a) of this Paragraph, any such Transaction shall proceed
only If Seller furnishes or has furnished to Buyer its most recent available audited statement of its financial
condition and its most recent subsequent unaudited statement of its financial condition.
(c) By entering into a Transaction pursuant to this Paragraph, Seller shall be deemed (i) to represent to
Buyer that since the date of Seller's latest such financial statements, there has been no material adverse
change in Seller's financial condition which Seller has not disclosed to Buyer, and (ii) to agree to provide Buyer
with future audited and unaudited statements of its financial condition as they are issued, so long as it is a
Seller in any outstanding Transaction involving a Plan Party.
19. Intent
(a) The parties recognize that each Transaction is a "repurchase agreement" as that term is defined in
Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject
to such Transaction or the term of such Transaction would render such definition inapplicable), and a "securities
contract" as that term is defined in Section 741 of Title 11 of the United States Code, as amended.
(b) it is understood that either party's right to liquidate Securities delivered to it in connection with Transactions
hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof, is a contractual right to liquidate
such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended.
20. Disclosure Relating to Certain Federal Protections
The parties acknowledge that they have been advised that:
(a) in the case of Transactions in which one of the parties is a broker or dealer registered with the
Securities and Exchange Commission ("SEC") under Section 15 of the Securities Exchange Act of 1934
("1934 Act"), the Securities Investor Protection Corporation has taken the position that the provisions of
the Securities Investor Protection Act of 1970 ("SIMI do not protect the other party with respect to any
Transaction hereunder;
(b) in the case of Transactions in which one of the parties is a government securities broker or a
government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not
provide protection to the other parry with respect to any Transaction hereunder; and
(c) in the case of Transactions in which one of the parties is a financial institution, funds held by the
financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured
by the Federal Deposit Insurance Corporation, the Federal Savings and Loan Insurance Corporation or
the National Credit Union Share Insurance Fund, as applicable.
(Name of Party]
By -
Trde
Date
[Name of Party]
By
Title
Date
CITY OF TAMARAC, FLORIDA
MASTER REPURCHASE AGREEiv1ENT
Suppiemental Terms and Conditions
1. GOVERNING LAW
The laws of the State of Florida govern all transactions pursuant to this agreement.
The parties acknowledge that all Purchased Securities shall be lawful for the
purpose of governmental investment by the buyer.
Because buyer is a governmental entity and is prohibited by applicable law from
making loans, the parties hereby (i) agree that all transactions conducted pursuant
to this agreement must be interpreted as purchases and sales of securities and (ii)
expressly reconfirm the provisions of Paragraph 6 of the Agreement.
2. PERMISSIBLE PURCHASED SECURITIES
The only securities which may be purchased under this agreement shall be limited
to the Banks's choice of securities that are issued by or guaranteed by either the
federal government agency with no maturity restrictions.
3. SELLER'S FINANCIAL CONDITION
(a) Seller shall maintain compliance with applicable federal reguiatory standards
and guidelines regarding capital adequacy and net capitalization.
(b) The Seller shall agree to furnish upon the Buyers request its most recent
available audited statement of financial condition and its rrost recent
subsequent unaudited statements of financial condition.
Notwithstanding the foregoing, if the Seller fails tc furnish its most recent
audited and/or unaudited financial statements. the Buyer shall orovide written
notice to the Seller of such failure and the Seller must provide the
appropriate financial statements within thirty (30) calendar days of receipt of
such notice.
5
(c) By entering into a transaction pursuant to this agreement, Seller shall be
deemed to represent to Buyer that since the date of Seller's latest financial
statements, there has been no material adverse change in Seller's financial
condition which Seller has not disclosed to Buyer, and Seller further agrees
to provide Buyer with future audited and unaudited statements of financial
condition upon request.
4. SUBSTITUTIONS
Notwithstanding the provisions of paragraph 9, no security may be substituted for
the Purchased Securities.
5. MARGIN RATIOS
Securities used as collateralization for the Master Repurchase Agreement will be
held for the benefit of the City with Banker's Trust or Federal Reserve Bank in an
amount not less than 101 % of the overnight amount of the repurchase agreement
6. MARGIN MAINTENANCE
For overnight repurchase agreements, a custodian or the Seller shall maintain the
required margin amount. The required margin ratios shall be increased as mutually
agreed in writing to compensate for possible market price losses or gains. If the
dealer does not mark daily, the margin ratios shall be increased.
7. AUTHORIZED PERSONNEL
Only those persons identified in the City's banking contract and signatory cards may
execute transactions pursuant to this agreement. These signatories are those who
are legally authorized to sign by resolution of the appropriate governing body or by
corporate ordinance.
37
CITY OF TAMARAC, FLORIDA
MASTER REPURCHASE AGREEir1ENT
ANNEX II
Names and Addresses for Communications Bdtween Parties
For the City of Tamarac:
Stanley D. Hawthorne
Finance Director
7525 NW 88th Ave
Tamarac. Florida 33321
(305) 724-1310
For First Union National Bank:
Robert S. Noe
City Manager
7525 NW 88th Ave
Tamarac, Florida 33321
(305) 7 24-1322
Karen J. Leikert
Vice President
Commercial Banking
First Union National Bank of Florida
77 East Camino Real
Boca Raton. Florida 33432
(407) 338-3908
(800) 899-3430
38
Mitcheil S. Kraft
City Attorney
7525 NW 88th Ave
Tamarac. Florida 33321
(305) 724-1318
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ATTACHMENT C
Page 2
CITY OF TAMARAC
FUNDS TRANSFER AGREEMENT
EXCEPTIONS
EXCEPTIONS TO FIRST UNION'S FUNDS TRANSFER AGREEMENT
Section 3. Execution of Payment Orders - To read as follows:
Execution of Payment Orders shall be in accordance with the terms of the
Master Agreement for Banking Services, Section B, 4.1. Upon receipt by
BANK of a payment order which has been validated by BANK pursuant to
the Security Procedures the CITY hereby authorizes and directs BANK to
debit the Ci1Y's account(s) as specified in the Authorization Form and
transfer the payment order. BANK is authorized to implement any
instructions, including amendments or cancellations of proper payment
orders, received according to the Security Procedures.
Section 4. Cut off Times - To read as follows:
In order to insure same day transmission, all payment orders must be
received by BANK before the cut off time as established in the Master
Agreement for Banking Services, Section B, 4.1. Any payment orders
received after such deadlines, or on weekends or holidays of BANK, Bank
or institution to receive the transfer, or the funds transfer system to be used,
will be treated as received on BANK's next funds transfer day.
Section 6. Payment of Fees (Compensation) - To read as follows:
The CiTY Agrees to pay all fees per Exhibit - A of the Master Agreement for
Banking Services. In the event of an overdraft, refer to Section B, 1.4 of the
Master Agreement for Banking Services. No other fees or charges will be
accepted by the CITY.
41
ATTACHMENT C
Page 3
Section 8. Limitation of Liability and Indemnification - To read as follows:
The Bank shall be liable to the Customer under this agreement for its simple
negligence or misconduct or for delays in performance caused by or resulting from
malfunction of equipment under the control of the Bank. The Bank shall not be
responsible for delays or failure in performance caused by, or resulting from, any
act or omission by any third -party data processor, any other financial institution or
any other person; acts of God, strike, lockout. riot, epidemic. governmental
regulation. fire, communications line failure, power failure. equipment maifunction.
emergency conditions or circumstances beyond the Bank's control.
Section 9. Amendments - To read as follows:
Either the CITY or the BANK may amend the terms and conditions contained
in this Agreement only in accordance with the terms listed in the Master
Agreement for Banking Services, Section A. 1.0. In the event that the BANK
changes its operations, it should amend the agreement to include those
changes, or exempt the CfTY from compliance.
Section 10. Termination - To read as follows:
Bank may terminate this Agreement oniy per the terms c- the t1aster
Agreement for Banking Services. Section A. 2.0.
Section 11. Governing Law - To read as follows:
This agreement shall be governed and construed and enforced in Broward
County in the State of Florida. in accordance with the terms of the Master
Agreement for Banking Services, Section A, 18.0.
42
ATTACHMENT C
Page 4
Section 13_ Interest Compensation - To read as follows:
In the event that the BANK shall fail to execute an outgoing wire transfer
which was received by the BANK prior to the BANK's cutoff times or in the
event that the BANK is liable to the CITY for interest compensation under
this Agreement or by applicable law, interest shall be calculated on the basis
of the Effective Federal Funds Rate established daily by the Federal Reserve
Board, as published in its Statistical Release, minus 25 basis points, not less
reserve, for the period of time involved. The CITY agrees that the BANK
may, at its sole option, pay interest compensation as follows: (1) by lump
sum payment of cash, or (2) by providing a credit to the CITY's
Concentration Account.
Section 14. Funds Transfer System Rules - To read as follows:
BANK shall execute payment orders through the FEDWIRE system only,
except for payment orders specifically designated as ACH transfers.
Section 17. Entire Agreement - To read as follows:
This Agreement and the terms of the Master Agreement for Banking
Services which is incorporated herein by reference, constitutes the entire
agreement between the CITY and BANK regarding the use of BANK's funds
transfer system. if any inconsistency exists between the Master Agreement
for Banking Services Agreement and this Agreement, then the terms and
conditions of the Master Agreement for Banking Services shall prevail and
control. No representation or statement not expressly contained in this
Agreement or in any amendment hereto shall be binding on the CITY or
BANK If any provision of this Agreement is determined to be invalid, it shall
not render the remaining portions of this Agreement void or unenforceable.
Section 19. Length of Agreement
The term of this agreement is to be the same period as specified in the
Master Agreement for Banking Services, Section A, 1.0.
43
ATTACHMENT C
Page 3
Section 20. Records Retention
All records snail be retained in accordance with the requirements of the
Master Aareement for Banking Services. Section A. 10.0.
44
c�• SCHEDULE 3 TO FUNDS THANSFEn AGRE= ,rZENT
�+' 1 C (This farm m reauuw only when a customer rwau-12 non-aunowu-%--nty Pf " ures-'
usW,MW name f I
pr,C.-wic name �f
(it 'i•t.f v �' 1 CyrY� G1 v, c..
M&Brtq nacres'
a4M.i:ttt humans fir cn' agreenMrn CaVWS MIME i-MLS enur at�uMname ono nurnaera an revel's aide %, WKS larm.1
,v-P(770 Ica s
I r=L- 3 3
C Customer requests call back verification on ALL funds transfer instruf~ions.
f, Customer requests tail back verification on ALL rcn-repetitive funds transfer instrt =ns only.
Customer recuests NO call back verification for retentive transfers cf less man $
Repetitive transfers equal to or more than this amount will be suciem tc the normal cat cacx crccess.
Customer requests no tail back verification on non -repetitive transfer instructions. J,!,ls option requires use
of an amount verification ccwe or other additional security measures.!
Ctstomer acknowledges that eliminating the call back procedure for funds transfers involves car -
twin risks. and the customer assumes full responsibility for all risks of Ions due to unauthariz$d or
erroneous funds transfers made without call back verification as a result of this request. Furtrter.
more. the customer agrees to indemnify and hold harmless the Bank. its officers. employees and
agents from any and all losses:•damages or ctaims-of any kind arising out of or in connection with
funds transfer Instructions made In accordance with this request. -
C2fY00 (G C✓
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ATTACHMENT D
CITY OF TAMARAC, FLORIDA
CUSTODIAN AGREEMENT
AGREEMENT, dated 6-X1V t� a�a� 1995, Between the City of Tamarac, Florida (the 'CITY') and
by and through its Finance Director and First Union National Bank of North Carolina (the "BANK").
VWMESSETH:
WHEREAS, the CITY desires to establish a custodial account for the safekeeping of securities; and
WHEREAS, the CITY has appointed the BANK as custodian to effect transactions in such an account from
time to time as more fully set forth below; and
WHEREAS, the BANK has agreed to act on behalf of the CITY as custodian for the securities deposited in
an account in a=rdance with the terms hereof
NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, the parties hereto agree
as follows:
h PEFINITICNS
Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the
meanings set forth below:
1 _ "Authorized Person' shall be any duty appointed officer of the CITy authorized to act for the CITY and
designated in writing to the BANK by the Finance Director.
2. 'Book -Entry System" shall nhean the Federal Reserve/Treasury book -entry system for receiving and
delivering Government securities (as defined herein), its successors and nominees.
3. "Business Day" shall mean any day on which the BANK is open for business and on which the Book -
Entry System and/or Depository is open for business.
4. 'Certificate' shall mean any notice, instruction, schedule or other instrument in writing, authorized or
required by this Agreement to be given to the BANK, which is actually received by the BANK and
signed on behalf of the CITY by an Authorized Person.
53
CITY OF TAMARAC. FLORIDA
CUSTODIAN AGREEMENT
5. 'Depository" means (1) the Deoositary Trust Company of New York. (2) a Federal Reserve Bank that
maintains a book -entry system. or (3) any other clearing agency selectea by the BANK in its
discretion. provided that the BANK shall notify the CiTY in writing if the BANK lodges Account
Securities with any Depository other than those named to this suocaraaraph.
6. 'Government Security' shall mean Book -entry Treasury securities (as defined in Subpart O of the
Treasury Debartment Circular No. 300.31 C.F.R. 306) and any other securities issued or fully
guaranteed by the United States Government or any agency of the United States Government and
registered in the form of any entry on the records of the Book -entry system.
7. 'Secunry" shalt be deemed to include United States Treasury Bills, Notes. and Bonds. the issue of
the agencies of the United States Government. Certificates of Deposit. and Bankers Acceptances.
8. 'Written instructions' shall mean written communications actuativ received by the BANK from an
Authorized Person of the CITY whether by FAX by courier, by U.S. Mail or by atner means wnich may
be agreed to by the BANK ana the CITY. Written instructions snail include oral instructions from any
Authorized Person, provided such oral instructions are confirmea in writing actually deliverea to the
BANK the same day. Written instructions shall also include electronic data transmission Between the
CITY and the BANK. provided that all safeguards as listed in the Master Agreement For Banking
Services between the CITY and the BANK are followed.
IL APPOINTMENT 12E CUSTODIAN, ACCOUNT
1. The CiTY hereby constitutes and appoints the BANK as custodian of all Securities at any time
delivered to the BANK for deposit in the Account (as defined below) for the term of this Agreement
and authorizes the BANK to hold Secundes in book -entry form in the CITY•s name.
2. The CITY hereby represents ano warrants to the BANK, which representations ana warranties snail
be deeme❑ to be continu►na representations ana warranties ana to be real firmed uccn acting in
accordance with any written instructions or oral instructions celiverea in acccrdance with this
Agreement that:
(a) The CITY is duly organized and existing under the laws of the State of Florida. with full power
to carry on its business as now conaucted. to enter into this Agreement ana to perform its
obligations hereunder;
(b) The Agreement has been ouly authorized. executed ana deliverea by the CITY in accordance
with all reouis►te actions and constitutes a valid and legally binding obligation of the CITY,
enforceable in accordance with its terms:
(c) The CITY is conducting its business in substantial compliance with ail aopucacie laws ana
regulations. oath state ana federal. and has ootainea all regu►atcry licenses. aMprova►s ano
consents necessary to cant' on its business as now conducted: t"ere is no statute.
regulation. rule. order or judgement binding on the CiTY ana no provision of the CITY's
charter or by-laws. nor of any mortgage, indenture, credit agreement or other ccrz-act binding
on the CITY or affecting its oroperty which would prornbit the execution of cerforrnarice of this
Agreement ov the CITY, ana
54
CiTY OF TAMARAC, FLORIDA
CUSTODIAN AGREEMENT
(D) The CITY owns the securities in the Account free and clear to all liens, claims, security
interests and encumbrances and has the right to pledge them or sell and order delivery of
them without restraint
Ill. CUSTODY OF SECURMES
'l. The CITY shall from time to time deliver or cause to be delivered to the BANK for deposit in the
Account, securities owned by the CITY at any time during the period of this Agreement The BANK
shall not be responsible for such securities until the BANK actually receives the securities. The BANK
shall be entitled to reverse any credits made on the CITY's behalf where such credits have been
previously made and monies are not finally collected.
2. The CiTY hereby authorizes the BANK on a continuous and ongoing basis, until instructed to the
contrary by a Certificate actually received by the BANK to deposit in the Book -Entry System and/or
the Depository all securities eligible for deposit therein and to utilize the Book -Entry System and the
Depository to the extent possible in connection with settlements of purchases and sales of securities,
and other deliveries and realms of securides. Where securities eligible for deposit in the Book -Entry
System and/or the Depository are transferred to the Account, the BANK shall identify as belonging
• to the CITY a quantity of securities in a fungible bulk of securities shown on the BANICs account on
the books of the Book -Entry System or the Depository. Securities of the CITY deposited in either the
Book -Entry System or the Depository will be represented in accounts which include only assets held
by the BANK for customers, including but not limited to accounts in which the BANK acts in a fiduciary
or agency capacity. The BANK shall hold all securities which are not held in the Book -Entry System
or in the Depository in the Account, unless instructed to the contrary in a Certificate or otherwise in
accordance with this Agreement
3_ The BANK shall disburse monies deposited in any demand deposit account established on behalf of
the CiTY pursuant to the agreement establishing such account as;
(a) Pursuant to Written Instructions, in payment for securities purchased or delivered, as
provided in SECTION IV thereof,
(b) Pursuant to instructions lawfully given by the CITY to transfer immediately available funds
to any account of the CITY in any other financial institution; or
In payment of the fees and reimbursement of the expenses and liabilities of the BANK as
provided in SECTION VI hereof, provided that such fee or expense is part of the agreed list
of fees (Exhibit "A' of the Master Agreement for Banking Services)_
4. The BANK shall famish the CITY, with confirmations and a summary of all transfers to or from the
Account.
55
CITY OF TAMARAC. FLORIDA
CUSTODIAN AGREE:.tENT
5. With respect to all securities held in the Acccunt. the BANK by itself. or through the use of the Book.
Entry System or the Depositary, shall. unless otherwise instrucik to the contrary in a Certificate::.
(a) Collect all income due or payable ano advise the CITY as promptly as oract;caole of any
income due but not paid:
(b) Present for payment and collect the amount payable upon all secunties which may mature
or otherwise become payable and advise the CITY as promptly as practicable of any
amounts not paid when due whether upon maturity or otherwise:
(c) Surrender securities in temporary form for definitive securities: and
(d) With respect to anysical securities. execute. as Custodian. any certificates of ownerships.
declarations or other certificates incidental to the ownership of sucn physical securities.
(e) Hold directly, or tnrougn the Book -Entry System or the Depository for securities ceocsited
therein, all rights and similar securities issuea with respect to any securities neid by the
BANK hereunder.
6. On timely receipt of a Certificate and not otherwise. the BANK, directly or through the use of the Book -
Entry System or the Depository shall:
(a) Execute and deliver to such persons as may be designated in such Certificate proxies.
consents, authorizations and any other instruments whereby the authority of the CITY as
owner of any securities may be exercised:
(b) Deliver any securities held in the Account in exchange for other securities or casn issued or
paid in connecticn with the licuiaation. reorganization. rennancrna, mercer. ^so►idation.
recapitalization cf any ceroeratron. or the exercise of any conversion cnvnece:
rJ Deliver any securities held in the Account to any protective committee. r_craan¢ation
committee or other person in connecuon with the reorganization. rennanc.ria. r:erger,
consolidation. recanitaitzation or sale of assets of any corporation. ano receive and hold
under the terms of this Agreement such certificates of deposit. interim rece:ots or other
instruments or documents as may be issued to it to evidence sucn delivery:
(d) render to the appropriate party secunties in connection with puts. calls. warrants. options.
conversion rights and any other rights in secunties held by the BANK hereunder.
7. It is understood the the BANK is authonzeo to supply any information regarding the r.cccunt which
is required by any law or governmental regu►ation now or hereinafter in effect.
s. The CITY agrees that the BANK is not at anv time under anv outy or resoonsioility tc sucervise the
investment of. or to advise or make any recommendation for the purchase. sate. retention or other
disposition of secunties neld by the BANK is the Account.
56
Cam' OF TAMARAC, FLORIDA
CUSTODIAN AGREEMENT
9. The CITY may instruct the BANK in a Certificate to perform certain routine services as specified in
the Master Agreement for Banking Services, section 9.0. and the Request for Proposal number 95-1,
section )MI.
10. The CITY reserves the right to withdraw any part of the securities held hereunder at any time
and upon the demand of the CITY, the properties held hereunder, or such portion thereof as
the CITY shall demand, will be delivered upon proper notification and proper receipt
IV. PURCHASE AND SALE OF SECURITIES
1. Promptly after each purchase of securities by the CITy, the CiTY shall deliver to the. BANK
instructions, specifying with respect to each purchase: (a) the name of the Issuer and the title of the
securities, including CUSIP number, if any, (b) the principal amount purchase, ® the date of purchase
and date of settlement, (d) the purchase price per unit (if necessary or desirable), (e) the total amourd
payable upon such purchase, and (f) the name of the person or institution from whom, or the broker
through whom the purchase was made. The BANK shall upon receipt of securities purchased by or
for the CITY to pay out of the monies held in the Account the total amount payable to the person from
whom or the broker through whom the purchase was made.
2. Promptly after each sale of securities by the CiTY, the CITY shall deriver to the BANK instructions
specifying with respect to each sale_ (a) the name of the issuer and the title of the securities,
including CUSiP number, if any, (b) the principal amount sold, ® the date of sale and date of
settlement, (d) the sale price per unit (if necessary or desirable), (e) the total amount payable to the
CiTY upon such sale, and (t) the name of the person or institution from whom, or the broker through
whom the sale was made_ The BANK shall deliver the securities upon receipt of the total amount
payable to the CiTY upon such sale.
V, CONCERNIN THE CU ODIA
The parties hereto agree that in acting hereunder, the BANK is a bailee for hire and as such must
exercise ordinary care (as described in SECTION VI, 7, below) in operating under this Agreement
The CITY agrees to indemnify the BANK and hold it harmless against any and all costs, expenses,
and damages, liiabilities or claims, including reasonable attomey's fees and expenses or counsel,
which the BANK may sustain or incur or which may be asserted against the BANK by reason of or
as a result of any action taken or omitted by the BANK in connection with operating under this
Agreement, except those costs, expenses, damages, liabilities or claims arising out of the negligence
or wilful misconduct of BANK its successors and assigns, notwithstanding the termination of this
Agreement The BANK shall not be liable for arty costs, expenses, damages, liabilities, or claims
(including attomey's fees) Incurred by the CITY, except those reasonable costs, expenses, damages,
liabilities or claims arising out of the negrrgence or willful misconduct of the BANK or any of its
employees or duly appointed agents. The BANK shall have no obligation hereunder for costs,
expenses, damages, liabilities or claims, including attorney's trees which are sustained or incurred by
reason of any action or Inaction by the Bank whem an Authored person of the City has directed or
authorized such action or inaction by the bank under this agreement, unless such action or inaction
is caused by the negligence or wilful misconduct of the BANK
57
CITY OF TAMARAC. FLORIDA
CUSTODIAN AGREEMENT
2. The BANK may, with respect to questions of law. apply for ana obtain the advice ana opinion of
counsel, at the expense of the CITY, and shall be fully protected with respect to anything cone or
omitted by it in good faith in conformity with sucn advice or opinion.
3. Without limiting the generality of the foregoing, the BANK shall be under no obligation to inquire into,
and shall not be liable for.
(a) the validity of any securities purchased by or for the CITY, the legality of the purchase thereof
or the propriety of the amount paid therefor.
(b) the legality of the Me of any secunties by or for the CITY. or the propriety of the amount for
which the same are sold:
(c) the due authority of any Authorized Person to act on oehalf of the CITY wan respect to
securities or monies held in the Account:
(d) whether any securities at any time delivered to or held by it in the Account are such as
property may be held by the CITY or any entities for which tt acts.
a. The BANK shall not be liable for, or considered to be the custodian of, any money, whether or not
represented by any check, draft, or other instrument for the payment of money received by it on
behalf of the CITY until the BANK actually receives and collects such funds directly or ov the final
crediting of the BANK's account on the books of the Book -Entry System or the DeDos►toN.
The BANK shall be entmea to receive ana the CITY agrees to cay ine BANK fees and excenses Der
Exhibit "A" of the Master Aareement for Bank►na Services.
6. Upon reasonable request ana orov►ded the BANK shall suffer no significant disrucuon of its normal
activities. the CITY, or the CITY's authonzea representatives, snail have access to the SANK's books
and records relating to the Account during the BANK's normal business nours. Upon tr,e reasonaole
request of the CITY ana pursuant to federal banking regulations, copies of any such boOKS and
records shall be prov►ced by the BANK to the CITY of the C17 Y's authortzeo representatives at the
CITY's expense.
7. The BANK shall be resoons►ble for safekeeping the account secunues. Subject to the exoress terms
of this agreement, the BANK's safekeeping responsibility snail be limited to exercising tt^e care ana
diligence usually accor-cea by the BANK to its own crooerty.
58
JUN-OS-00 11.48 FROM.FUNS GOVT SNKG ID-5613383959 PAGE 3/12
CITY OF TAMARAC, FLORIDA
CUSTODIAN AGREEMENT
Vj. CAPITAL CHANQM.
Not withstanding anything to the contrary herein contained, the BANK may, without furthw instructions
from the CITY or an Authorized Person, exchange temporary certificates and may surrender and
exchange securities for other securities in connection with any reorganization, recapitalization, or
other similar transaction in which the owner of the securities -is not given an option. The BANK has
no responsibility to effect any such exchange unless it has received actual notice of the event
pemvtting or requiring such exchange at ifs ofi'ice designated in SECTION Al of this Agreement. The
BANK is authorized as the CnY's agent to surrender against payment maturing obligations and
obligations Called for redemption, and to collect and receive payments of interest and principal,
dividends, warrants. and other things of value in connection with the Account Securities. The BANK
is authorized to sign for the CITY, all declarations, affidavits, certificates, or other documents that may
be required to collect or receive payments or distributions with respect to the Account Securities. The
BANK is authorized to disclose, without further consent of the CITY the ClWs identity to the issuers
of Account Securities, or the agents of such issuers, who may request such disclosure. The BANK
shall not be obligated to enforce collection of any item by legal process or by other means.
VM NOTICES re ACCOU SECURITIE
The BANK shall notify the CITY of any reorganization, recapitalization, or similar transaction not
covered in SECTION VII, and subscription rights, proxies, and other shareholder information
pertaining to the Account Securities actual notice of which is received by the BANK at its office
designated in SECTION Xil of this Agreement The BANK's sole responsibirity in this regard shall
notify to the CiTY within a reasonable time after the BANK receives them and the BANK shall not
otherwise be responsible for the timeliness of such notices. The BANK has no responsibility to
respond or otherwise act with respect to any such notice unless and until the BANK has received
appropriate instructions from the CiTY or an Authorized Person.
Vill. REPORTS
The BANK shall give written reports to the CITY showing (1) each transaction involving Account
Securities effected by or reported to the BANK, (2) the Account Securities held by the BANK as of the
date of the report, and (3) such other information as shall be agreed upon by the CiTY and the BANK
Unless otherwise agreed upon by the CITY and the BANK, the BANK shall provide account
statements shall show activity for the Calendar month, from the first day of the month through the end
of the month, inclusive. Statements shall not !overlap from one calendar month to another. The
statements should show investments in the order shown in Exhibit W, attached.. The statements
shall provide, at least the amount of data showri in the exhibit
59
CITY OF TAMARAC. FLORIDA
CUSTODIAN AGREES.LENT
IN. I RUCTIONS FROM THE CITY
An Authorized Person of the CITY may give instruction. notice or other communication tailed for by
this Agreement to the BANK orally, in writing, by fax, or other electronic communication medium as
agreed to by the CITY ano the BANK. An Authorized Person shall confirm promptly any oral
communication in writing. However, the failure of an Authorizea oerson to confirm shall not affect any
action taken by the bank pursuant to an oral communication. All such communications shall be
deemed effective upon receipt by the BANK at its address specified in SECTION XII of this
Agreement. as amended from time to time. The BANK without liability may rely upon an act in
accordance with any instruction that the BANK in good faith believes nas been given by an Authorized
Person.
& AUTHORIZED PERSONS
The CITY is required to notify the BANK of any change in the list of Authorizea Persons. The BANK
shall be held harmless to the event that the CITY fails to notify the BANK of the discontinuance of an
authorization. Until further notice from the CITY, the BANK is authorized to act in accardance.with
instructions and communication received by the BANK from any one of the Authorized Persons listbd
below: / I
,
Ineo or Printed Nam
Ivan C. Perrone
Karen M. Willara
Stanley Hawtnorre
C:191
CITY OF TAMARAC, FLORIDA
CUSTODIAN AGREEMENT
ADDRE55ES
Until further notice from either party, all communications called for under this Agreement shall be
addresses as follows:
to C
City of Tamarac
7a25 NW 88th Ave
Tamarac, Florida 33321
Attn: Comptroller
If to BANK
Maurice Nimmons
First Union National Bank of North Carolina
Capital Markets, Safekeeping Division
301 South College Street
Charlotte, North Carolina 28288-0601
701. P (PLICATE CQNF(RMS & STATEMENTr>
Until Further Notice, duplicate confirmations & statements should be addressed as follows:
Confirms
City of Tamarac
7525 NW 88th Ave
Tamarac, Florida 33321
Attn: Comptroller
Statements
City of Tamarac
7525 NW 88th Ave
Tamarac. Florida 33321
Attn: Comptroller
61
CITY OF TAMARAC, FLORIDA
CUSTODIAN AGREEMENT
MI LIABILITY, INDEMNITY OF BANK
The BANK's duties and responsibilities snail be only those exoress►v set forth in this Agreement. or
as otherwise agreed by the BANK in writing. The BANK shall not be required to appear in or defend
any legal proceedings with respect to the Account Secunties unless the BANK has peen indemnified
to its satisfaction against loss ana expense (including reasonable attorneys fees). The BANK may
consult with counsel acceptable to it concerning its duties and responsibilities under this agreement.
and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.
The CITY hereby agrees to indemnity the BANK against all liability, claims. demands. damages and
costs. including reasonable attorney's fees and expenses of legal proceedings, resulting from the
BANK's compliance with the CrrY's instructions and the terms of this agreement. except where the
BANK has acted with negligence or willful misconduct. The BANK's right to indemrnry under this
SECTION XIV shall survive the termination of this Aareement.
• Z�>A��i>lI•P►I73�11�`l`��
The CITY shall reimburse the BANK for activities under this Agreement according to the fee schedule
Exhibit A of the Master Agreement for Banking Services.
This Agreement may only be amended with the written consent of both parties. the BANK ana the
CITY.
XI. TERMINATION
Either parry may terminate tnis Aareement aria the Account acccrmng terms set fcr.-i :n the Master
Agreement for Banking Services. SECTION Z.O.
XVQI. AGENTS
The BANK is authorized to emptoy suitable agents as necessary ana appropriate in the BANK's sole
discretion to enable the BANK to fulfill its responsibilities under this Agreement. The BANK remains
primarily responsible for the comoiete. satisfactory. and acceptable performance cy the agents.
XXJ111• GOVERNING LAW
The Validity. construction ana aammistration of this agreement snail be governea b,; the laws of the
State of Florida from time to time in force ana effect.
62
• . .
CITY OF TAMARAC, FLORIDA
CUSTODIAN AGREEMENT
M,,X., CONFLICTS
In the event of a conflict befween this Agreement and the Master Agreement for Banking Services,
the Master Agreement for Banking Services shalt prevail.
63
. . .
CITY OF TAMARAC, FLORIDA
CUSTODIAN AGREEMENT
SIGNATURE PAGE
ON BEHALF OF THE CITY OF TAMARAC. FLORIDA THIS g _ DAY OF 1995:
ATTEST.
city Clerk e)IR.OL _14. F_ V A N S
AP,4ROVED AS TO FORM:
S/o
r
City Attamey Yn IiCh E S . JCEA FY
yor N 0 (12m-4ti r� g PJAMO51 —/Z-
"r'-t -s-. n , �
CityManager po t3 ART S . N O E).TR
Director STAMLEY V. HAtasTHOAJJE
ON BEHALF OF FIRST UNION NATIONAL BANK OF FLORIDA THIS CAY OF* .
Official Authorised to Legally Sind the BANK
V(r Pre—) Lc4<-vE—
Title
The - regoing insi ument was_ acknowtedaed before me this day f' 995. Cy -
_ c�c�/G�-w, _ - (name of official signing above), personailyJrn17
,_c., to rrevrvvn0 nas --
--- ea (type cwucat+on� a�-�aencEfice�Mn- P..�I R TO
p
r7auce -
NCT;. ,
Notary Public
64
` `. — � — �� • •••.•.. ♦ v.vu vv v L Ci �rA to
a
x u • 5k; x :3;31��J5B
CITY OF TAMARAC
LISTING OF SECURITIES
PACE 6/12
EXHIBIT. A
Reports should list securities in the following order and show at least the following
information:
DESCRIPTION CUSIP ACQUIRED PAR COST COUPON MATURITY
0 DATE VALUE PRIG RATE DATE
U.S. Tmasury obligations
Bets
Notes & bonds
STRIPS
U.S_ Agency Securities
DisaDnnt Was
Coupon bonds
U.S_Ins4umerds
Diseourd notes
C Lpm bonds (non -capable)
Coupon bands (capable)
Strip se=kieS
C.opataraf=d mortgage Obligations
1*0Pup*W=bn
Inverse floater5
Raveme repu"±ma agreerrmts .
Fkxrble repurdme egreernents
CeMcahm off
Banc aW a=cpWrices
C4namercW paper
65