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HomeMy WebLinkAboutCity of Tamarac Resolution R-95-088Temp. Reso. # 7054 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-95- 99 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 PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the current banking services contract with SunBank has been in effect for approximately eight years; and WHEREAS, banking services have changed during the life of the contract so that certain upgraded and modern services available are not covered under the current contract with SunBank; and WHEREAS, the current banking services contract with SunBank does not provide for or accommodate changes in service; and WHEREAS, the City's current depository, SunBank, is not paying the City interest on funds deposited which are in excess of funds needed to compensate the bank for its services; and 1 1 Temp. Reso. # 7054 WHEREAS, the City Administration and the Banking Services Selection Committee solicited proposals from qualified firms to enhance and improve the City's banking services including Barnett Bank, First Union National Bank, NationsBank and SunBank; and WHEREAS, annual service fees specified in the Request for Proposals compared as follows: Barnett First Union Nations Bank SunBank $29,331 $16,890 $28,199 $25,810; and WHEREAS, banking fees are paid for indirectly through the use of a non -interest bearing deposit known as a compensating balance and balances required to support the above service expenses are as follows: Barnett First Union Nations Bank SunBank $506,222 $286,615 $477,036 $423,857; and WHEREAS, First Union National Bank scored highest on the basis of overall cost, progressive technology, detail on available services, responsiveness to the Community, enhanced benefits for City employees, the responsiveness of its people, and the overall quality of its presentation; and WHEREAS, the Banking Services Selection Committee after due consideration has ranked First Union National Bank of Florida, considered the most competitive, as its first choice and recommends the negotiation of contractual terms; and 2 Temp. Reso. # 7054 1 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 depository 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 hereby ratified and confirmed as being true and correct and is hereby made a specific part of this Resolution. SECTION 2: An agreement between the City of Tamarac and First Union National Bank of Florida for banking services, including all exhibits and attachments, 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 City Attorney. 3 1-1 I I Temp. Reso. # 7054 aECTION 3: The appropriate City officials are hereby authorized to accept and execute said agreement between the City of Tamarac, Florida and First Union National Bank of Florida for general banking services inclusive of a master agreement for banking services, custodian agreement, funds transfer agreement and master repurchase agreement, SECTION 4: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTIQN 5: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 6: This Resolution shall become effective immediately upon its passage and adoption. 11 f] PASSED, ADOPTED AND APPROVED this �a ATTEST: /j f CAROL A. EVANS CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. CITY ATTORNEY sdh/kmw/sar MAYOR DIST. 1: DIST. 2: DIST. 3: 018T. 4: 5 Temp. Reso. # 7054 day of 14� , 1995. 1 NORMAN ABRAMOWITZ MAYOR RECORD OF COMI41SSION VOTE V/MKA COMM. h City of Tamarac Banking Agreement Table of Contents MASTER AGREEMENT FOR BANKING SERVICES Exhibit - A, First Union Charges Exhibit - B, Schedule of Insurance Requirement Exhibit - C, Payment for Services Exhibit - D, Preferred Employee Relationship Kit ATTACHMENT A, Master Repurchase Agreement ATTACHMENT B, Account Reconcilement ATTACHMENT C, Funds Transfer Agreement and Authorization Forms ATTACHMENT D, Custodian Agreement Exhibit - A, Listing of Securities C� =cy, 1-20 21-23 24 25 26-28 0148-W] Klr11111111 11113&j 53-64 65 i ,Y9/ CITY OF TAMARAC, FLORIDA MASTER AGREEMENT FOR BANKING SERVICES WHEREAS, this Master Agreement for Banking Services (hereinafter "Agreement") is made in the ,�? day of f ,� 1995, by and between the City of Tamarac, a Municipal Corporation of the State of Florida, hereinafter the CITY and First Union National Bank of Florida, a national banking association authorized to do business in the State of Florida with its principal office located at 225 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 and 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 B below: SECTION A - TERMS AND CONOITIONS 1.Q CONTRACT TERM The banking services agreement shall commence on P, 1995 and shall terminate five years after the date of commencement, on L12 , 2000. The CITY, at its option and pending a mutual agreement between the CITY and the BANK, may renew the contract for two additional one-year periods. Any renewal is contingent upon satisfactory performance by the BANK for the previous year as determined by the CITY. All prices as specified in Exhibit A shall remain firm throughout the initial five-year contract period, but may be modified by mutual written agreement of the parties for any subsequent renewal period. All other terms and conditions shall remain firm throughout the initial five-year contract period and any subsequent renewal period unless modified by mutual written agreement of the parties. During the contract term, the CITY may renegotiate with the depository 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 concerning the desired addition, deletion or change, shall be terminated. The CITY reserves the right to establish bank accounts with other financial institutions 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 without penalty or diminution of on -going banking services as contained herein. Unless otherwise specifically indicated, all subsidiary agreements, including, but not limited to those listed in SECTION B, 10.0, shall be effective for the period of time indicated in paragraph 1 above. CJ 2.0 TERMINATION OF CONTRACT Either party may terminate this Agreement at any time upon 120 days written notice, which is to be provided by certified mail, return receipt requested, to the appropriate designated representative. 3,0 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 his designee as indicated in Subsection 6.0 below (hereinafter "designated representative"), or if 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 breach, the City shall, upon written notice to the BANK by certified mail, return receipt requested, be authorized to terminate this agreement. The CITY reserves the right to proceed thereafter against the BANK for any and all damages permitted by law arising from such breach or unsatisfactory performance. The BANK, however, will not be held responsible for any breach 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 part of the CITY. The CITY expects the BANK's service to the CITY to be continuous and uninterrupted. 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 hours. Severe or continuous interruption of service shall be cause for termination of the contract. The BANK shall not be considered in default by reason of any failure in performance if such failure arises out of causes reasonably beyond the control of the BANK or any of its subcontractors or assignees and without their fault or negligence. Such causes include, but are not limited to acts of GOD, natural or public health emergencies, and abnormally severe and unusual weather conditions. Upon the BANK's request, the CITY shall consider the facts and extent of any failure to perform the work and, if the BANK's failure to perform was without fault or negligence, all affected provisions of the Agreement shall be revised accordingly, subject to the CITY's rights to change, terminate, or stop any or all work at any time. In recognition of the fact that some of the services to be provided by the BANK under this Agreement require the related performance of services by the Federal Reserve System, the CITY agrees that the BANK shall not be liable for loss or damage of any kind resulting from any delay in the performance of or failure to perform the BANK's responsibilities hereunder due to delays of failures by the Federal Reserve System so long as the BANK exercises its best efforts to correct the problem. 0 �1r�.A,Ub 5.0 SUBCONTRACTING AND ASSIGNMENT OF PERFORMANCE BANK shall not subcontract any services or work to be provided 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 capability of the subcontractor to perform properly under this Agreement. The CITY's acceptance of a subcontractor shall not be unreasonably 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 be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to any one other than the CITY and the BANK. If the BANK subcontracts or assigns any work required under this Agreement, the 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. The following individuals are designated to represent the BANK and the CITY respectively on all matters concerning the Agreement: For the BANK: Karen Leikert, Vice President Commercial Banking Jody Miller, CCM Vice President, Cash Mgmt. Div. Maryann Burns, CCM, Asst. Vice President Government Banking Group For the CITY: Stanley D. Hawthorne, Finance Director Robert S. Noe, City Manager The BANK and CITY will mutually notify each other as quickly as possible of any changes in their designated representatives. 3 r`Z-9a gF, 0 70 INDEMNIFICATION The BANK agrees to indemnify and hold harmless the CITY, its officers, agents and employees from any claim, loss, damage, cost, charge or expense (including all costs and reasonable attorneys' fees) suffered by the CITY from: (a) any act, breach, error, omission, or neglect by the BANK, its agents, employees, assignees, or subcontractors in the performance of services under this Agreement; (b) any misconduct by the BANK, its agents, employees, assignees or subcontractors; (c) any inaccuracy in or breach of any of the representations, warranties or covenants made herein by the BANK, its agents, employees, assignees or subcontractors; (d) any claims, suits, actions, damages or causes of action arising during the term of this Agreement for any personal injury, loss of life or damage to property sustained by reason or as a result of performance of this Agreement by the BANK, its agents, employees, assignees or subcontractors; and The BANK further agrees to indemnify and hold harmless the CITY or its officers or agents or employees, against any claims or liability arising from or based on the violation of any federal, state, county, or city laws or regulations, by the BANK, its agents or employees. This indemnification will also obligate the BANK to defend at its own expense or to provide for such defense, at the CITY's option, any and all suits that may be brought against the CITY which may result from the performance by the BANK or its agents, employees, assignees or subcontractors, under any contract entered into. Should any charges to be assessed against any CITY employee or officer or agent as a direct result of any error, omission or other reason that is the fault of the BANK in providing the CITY with banking services, then the BANK agrees to either pay those fees assessed or negotiate termination of the charges. The award of this contract to the BANK shall obligate it to comply with this indemnification clause in its entirety. These provisions shall survive the expiration or earlier termination of this Agreement for claims arising from this agreement. Nothing in this agreement shall be construed to affect in any way the CITY's rights, privileges, and immunities as set forth in Florida Statutes 768.28, WROURV The BANK shall not commence work under this Agreement until it has obtained all insurance required under this paragraph as specified in Exhibit B, and until such insurance has been approved by the Risk Manager of the CITY to be in conformity with CITY requirements, nor shall the BANK allow any subcontractor or assignee to commence work in conjunction with this Agreement until all required insurance has been obtained by the subcontractor or assignee and approved by the Risk Manager of the CITY. It is agreed that, in the event any person, firm or corporation should sustain damage that is not covered by the insurance in the course of performance of the Agreement, the BANK will indemnify and hold harmless the CITY for all costs, losses and damages to person(s) or property, including but not limited to, judgements and attorney fees and shall defend itself and, if asked by the CITY, provide for the CITY's defense at no cost for any cause of action brought. The BANK shall file a Certificate of Insurance that meets all the requirements set forth herein with the 4 �R9S.-g1� CITY's Risk Manager prior to the commencement of the work to be performed under this Agreement. Policies shall be issued by companies authorized to do business under the laws of the State of Florida and shall have adequate policyholders 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 will 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 during 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 sole 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 backdated to the day of the originally intended deposit. Ledger credit will be provided in the total amount of the intended deposit even in the event the deposit cannot be 100% reconstructed. 21 APPLICABILITY OF FEDERAL. STATE, AND L9CALLAWS/FEDERAL COURT 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 apply to this Agreement. Public deposits are to be collateralized 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 and the State Treasurer of Florida date 12-17-92 (and the accompanying Affidavit and Resolution) and the Public Depository Pledge Agreement (To Secure Public Deposits Pursuant to the Florida Security for Public Deposit Act) between First Union National Bank of Florida and Chemical Bank as Custodian dated 03-19-93. The BANK shall provide copies of said agreements to the CITY. 10�. , ACCESS TO -RECORDS The CITY, or its authorized representatives, shall have access to the books and records maintained by the BANK concerning the CITY's accounts unless any applicable Federal or State banking laws prevent such access. Such access shall be during regular business hours, and will include the inspection or copying of any books, records, memoranda, checks, correspondence, or documents that the CITY requires access to.. All records shall be maintained for a minimum of three (3) years, or longer if required by the applicable regulatory bodies. 5 0 11.0 NON-DIraCRIMINATION L The BANK agrees that there will be no discrimination as to race, color, creed, sex or national origin in regard to its obligations performed under the terms of this agreement. 12.0 BAN KAS JANINDEPENDENT CONTRACTOR The BANK is and shall be in the performance of all work services and activities under this Agreement, an independent contractor, and not an employee, agent, or servant of the CITY. All persons engaged in any of the work or services performed pursuant to this Agreement shall at all times, and in all places, be subject to the BANK's sole direction, supervision, and control. The BANK shall exercise control over the means and manner in which its employees perform the work and, in all respects, the BANK's relationship and the relationship of its employees to the CITY shall be that of an independent contractor and not as employees or agents of the CITY. jU CONFLICTS OF INTEREST The BANK represents that it has or will secure at its own expense, all necessary personnel required to perform the services under this Agreement. The BANK shall use every effort to insure that such personnel shall not be employees of or have any contractual relationship with the CITY, nor shall such personnel be entitled to any benefits of the CITY including, but not limited to, pension, health and worker's compensation benefits. The BANK represents that it has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance or services required hereunder, as provided for in Florida Statutes 112.311. The BANK further represents that no person having any interest shall be employed for said performance. For purposes of determining any possible conflict of interest, the BANK shall, on a best effort basis, notify the CITY in writing if any CITY employee is or becomes a substantial owner (that is, owns 5% or more of the BANK's corporate stock), corporate officer, or employee of its business. 14,0 QUALIFIED BANK PERS NNE All of the services required hereunder shall be performed by the BANK or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and local law to perform such services. The BANK warrants that all services shall be performed by skilled, competent personnel to the highest professional standards in the field. The CITY is exempt from the payment of State sales and use taxes. The CITY will sign an exemption certificate submitted by the BANK. The BANK shall not be exempted from paying sales tax to its suppliers for materials used to fulfill contractual obligations with the CITY, nor is the BANK authorized to use the CITY's Tax Exemption Number in securing such materials. The BANK shall be responsible for payment of its own employees' payroll, payroll taxes, and benefits regarding this agreement. [.1 F,Ig"gg jU ADHERENCE O OTHER AGREEMENTS By way of its appointment by the CITY to be its principal bank, BANK agrees that it will adhere to all requirements contained in all the agreements referenced as Exhibits and Attachments to this Agreement as they pertain to any services that the BANK performs for and on the behalf of the CITY. BANK understands that all of the terms contained in the Attachments are made part of this Agreement. The BANK also agrees that the CITY's Request for Proposal, as amended, and the BANK's response are incorporated herein in their entireties by reference. 17.0 INTERPRETATION CONFLICTS IRTERIVIS AND CONDITIONS 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 terms found in Sections A and B 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 signed agreements and those found in the CITY's Request for Proposal and the BANK's Proposal, then the terms found in the signed agreements shall take precedence as described in the previous paragraph. j8.0 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 conferred 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 any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. 19.0 NOTICES Whenever either party desires to give notice unto any other parry, it must be given by written notice, sent by registered U.S. mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the persons and places for giving of notice shall remain such until they shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective persons and places for giving of notice, to wit: CITY With Copies City Manager City Attorney Karen Leikert City of Tamarac City of Tamarac First Union National Bank 7525 NW 88 Avenue 7525 NW 88 Avenue 77 East Camino Real Tamarac, FL 33321-2401 Tamarac, FL 33321-2401 Boca Raton, FL 33432 = ASSIGNMENT�'Q SUCCESSORS All assignments of this agreement to successors shall require the approval of the CITY COMMISSION by duly enacted resolution. The CITY reserves the right to terminate this agreement immediately upon the acquisition of First Union National Bank of Florida by another financial institution. The BANK shall promptly notify the CITY of any such acquisition in writing within a reasonable time frame following such announcement. The event shall impose no changes unfavorable to the CITY without the CITY's written consent and agreement. 7 r � � CITY OF TAMARAC, FLORIDA MASTER AGREEMENT FOR BANKING SERVICES SECTION B - SCOPE OF SERVICES 1.0 ACCOUNT SERVICES 1.1 ACCOUNT STRUCTURE The Bank shall establish and maintain on behalf of the CITY a Master Concentration/Zero Balance Account structure consisting of one master demand deposit account and two subsidiary accounts as described below: Master Concentration Account: Internal transfers to and from two subsidiary accounts, as detailed below, are to be posted to this account on a daily basis. All available balances in the Master Concentration Account after all internal transfers to and from the subsidiary accounts have been made shall be automatically invested overnight on a daily basis by the BANK. For purposes of this Agreement, "available balances" consists of collected funds which, by definition, excludes float. All incoming and out -going Fed -wires and ACH transfers shall be made from the Master Concentration Account, except for Direct Payroll Deposits. Subsidiary Accounts: Accounts Payable Account: All vendor payments will be made from this account. The balance of this account shall always be zero, with funds automatically being transferred into it from the Master Concentration Account on a daily basis at close -of -business after all account activity has concluded, to cover the total amount of checks presented that day against the account. Payroll Accounts All Payments made to CITY employees for payroll purposes shall be disbursed from this account. The balance of this account shall always be zero, with funds automatically being transferred into it from the Master Concentration Account on a daily basis at close -of -business after all account activity has concluded, to cover the total amount of checks presented that day against the account. All ACH debits for Direct Deposit Payroll shall be made from the Payroll Account. E%3 W, �s -ff 01 1.2 AUTOMATED SWEEPIOVERNIGHT REPURCHASE AGREEMENT Under the Master Concentration/Zero Balance Account structure, the collected balance remaining in the Master Concentration Account at the close of each business day is to be automatically invested overnight in a Repurchase Agreement (hereinafter "Repo") with the BANK. In accordance with the Master Repurchase Agreement (Attachment A), the CITY and the BANK agree that the minimum investment in the overnight sweep Repo will be $50,000 with $1,000 incremental increases made 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 collateralized investment, then the balance shall remain idle and uninvested, and the Earnings Credit Rate shall apply. Interest shall be earned and credited to the CITY's Master Concentration Account on a daily basis. The automated sweep investment service will capture any wire transactions posted that business day to the CITY's account. The Federal Reserve Board Regulation D exempts overnight repurchase agreements from reserve requirements. The BANK shall collateralize the overnight Repo at 101 % of the repurchased amount. The basis for calculating the interest rate paid on the overnight Repo shall be the Effective Federal Funds Rate established daily by the Federal Reserve Board, as published in its Statistical Release, minus 25 basis points. Interest shall accrue at a rate of 360 days per annum. The securities to be repurchased (hereinafter "repurchased 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 on its books and records to show the CITY's ownership of the securities. The BANK will provide the CITY daily with a confirmation of the securities purchased which will show the interest rate, amount invested, and collateral posted, and evidence the CITY's ownership 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 will also provide a monthly summary statement showing the activity of the sweep account. The corresponding debits and credits to the Master Concentration Account will appear on the monthly bank statements for the account. o Additional Charges: The CITY is not to be charged for daily account transfers or for issuing safekeeping receipts. This agreement in no way impedes the City from purchasing other investments through any other financial institution or broker it deems appropriate, including the BANK. 9 0 1.3 STOP PAYMENT ORDERS 0 The CITY may stop payment on any check issued against either the Accounts Payable Account, or the Payroll Account, as well as any accounts which may be established in the future. The Finance Director or his designated representative will provide the BANK with an established list of personnel who are authorized to place stop payment orders. It shall be the CITY's responsibility to keep the list current. The CITY will place the stop payment order using the P.C. ("INVISION"), or by phone to the BANK. Phone requests will be followed up with written confirmations. Upon receipt of the CITY's order, the BANK will immediately examine its records and inform the CITY whether or not the check has cleared based on the previous night's postings. The stop payment order will take effect within 24 hours after the BANK's verbal confirmation that the check has not cleared. The BANK will forward a written confirmation of the Stop Payment Order within 24 hours of receiving the CITY's written confirmation of its telephone request. The BANK's written confirmation will be signed and dated by an authorized bank official. The BANK will be responsible for any item that has cleared if such item was confirmed as a stop payment by the BANK and is subsequently cleared by the BANK. Checks presented for payment, but stopped by the BANK, are the properly of the payees and will be returned to them. A cancellation of a stop payment order will be processed following the same procedure as above. The BANK shall not charge the CITY for canceling stop payment orders. Stale dated checks (six -months or older) will be reviewed and stopped by the BANK on a "best effort' basis. r lC��l�l :f a] OJI&I DAYLIGHT OVERDRAFTS Subject to Federal Reserve policy, the BANK will transmit wire transfers and make internal transfers which may result in "DAYLIGHT OVERDRAFTS", subject to the BANK's verification of and satisfaction with the source(s) of incoming funds to cover the transfer. If the current Federal Reserve policy changes, the BANK will immediately notify the CITY of the change in policy so that the CITY can make procedural changes in order to comply with the revised policy. TRUE OVERDRAFT a. Should a "DAYLIGHT OVERDRAFT" become a true overdraft, the CITY shall pay a rate equal to the earnings rate of the Automated Investment Service for the period. The BANK will impose no other charges or fees. b. In the unlikely event that total checks presented for payment unintentionally exceed the available balance of the Master Concentration Account, the BANK agrees to pay all checks presented for payment and not return the checks to the CITY on a best effort basis. The BANK will immediately notify the CITY so that the CITY may take corrective action immediately. `G] 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 history, and any other information the CITY may require within the parameters of the BANK's system. Such access is, at minimum, to be password - protected to ensure security 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 on 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 following 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 all incoming wires into any of its accounts to be mailed within one business day of the transaction. Internal Account Transfers: Copies of the debit and credit advices corresponding to the transfer to be mailed within one business day of the transaction for all 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 deposit. This document must be available on the next banking day for delivery by the armored courier to the CITY. Account Adjustments: A copy of the debit or credit advice showing the amount of the adjustment, the account that is begin debited or credited and a description of why the adjustment was necessary. These documents must to be mailed to the CITY within one business day of the transaction. Stop Payments: A written confirmation of the stop payment will be mailed within one business day of the receipt of the stop payment order placed by the CITY for all 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. 11 0 r S � ' - �� -8 0 Returned Checks: A debit advice in the form of a statement that itemized each check that is being retumed to the CITY, along with the original checks, are to be mailed to the CITY within one business day after the checks were dishonored or not honored for some other reason. The following information should be provided on the debit advice for each check: 1) the reason the check is being returned; 2) the amount of the check; 3) the maker's name for easy identification. Account Statements: For each Account (Concentration, Accounts Payable, and Payroll), as well as any future accounts, a monthly statement of balances and activity shall be provided to the CITY within ten (10) business days of the end of the month. All bank 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. 1.7 ACCOUNT ANALYSIS AND PAYMENT OF SERVICES Charges for Services: The BANK shall charge the CITY for services rendered under this Agreement in accordance with the schedules referenced herein as Exhibit A to this Agreement. These charges shall remain in effect throughout the initial contract period as described in Section A, Part 1 above. Payment of Service Charges: The BANK shall submit a monthly analysis statement to the CITY for each of the CITY's accounts with the BANK as well as a summary analysis for all accounts combined. These statements will be sent to the attention of the Finance Director or his designated representative no later than 15 working days after the month -end. The CITY shall pay for banking services using the "Soft Dollar' payment method. The CITY and the BANK shall agree on an amount to be deposited as a compensating balance and that amount will be deposited into an account which will be separate from all other accounts established in the BANK by the CITY. This account shall be non -interest bearing to the CITY. This account shall be adjusted at least quarterly to adjust for charges incurred as a result of the activity in the CITY's accounts. The BANK shall submit monthly analysis statements which will allow reconciliation of the BANK's charges to the actual investment earnings credit received on the required compensating balance. The formula for calculating the required compensating balance is detailed in Exhibit C to this Agreement. Should the CITY overcompensate the BANK in any month, the BANK shall give credit to the CITY toward future services. One copy of a monthly account analysis is to be provided to the CITY each month, except that two copies of October's Analysis statements will be provided to the CITY. This analysis will include, at least: Average Collected Balance: The average daily ledger balance less average daily float. Requirement: Equal to zero. The compensating balance will be placed in a non -interest bearing account which is not subject to Federal Reserve requirements and will allow the full dollar amount of the account to be used to offset charges. IInvestMent„Earnings Allowance Rate: Average of the weekly 3-month U.S. Treasury Bill auction rates (Discount Rate) for the month in which the services were rendered. Investment Credit Earnings: The balance of the non -interest bearing account (during the month for which the charges are being billed), multiplied by the investment earnings 12 allowance rate, divided by 365 days (366 for leap year), multiplied by the number of days in the month for which the charges are being billed. 0 Net Service Crgdit: Total service fees deducted from the investment earnings credit. The analysis statement shall show all 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 Agreement. The BANK will impose no other charges or fees. The CITY will accept no other charges, 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 other accounts which are to be covered under this Agreement. If the CITY determines the need to establish additional accounts, service charges, if any, for such accounts shall be in accordance with the terms of this Agreement. 2.0 ACCOUNT RECONCILIATIO14 SERVICES 2.1 PARTIAL RECONCILEMENT In accordance with the Account Reconcilement -Output File Format -Data Transmission (Attachment B), the CITY shall be provided with a listing of all checks paid each month. This report shall show the check number, dollar amount of the check and the date the check was paid. The report will show all checks for which a stop payment order has been placed. In addition, the BANK will provide to the CITY a list of all miscellaneous debits and credits for each account. This output will be provided both in hard copy (paper) and in electronic format compatible with the CITY's requirements. The CITY agrees that all checks shall be magnetically coded to include correct routing/transit, account and serial numbers. 2.2 MONTHLY REPORTING All reporting by the BANK to the CITY shall be based on the Calendar month. All cutoff dates shall be the last day of the calendar month. 13 0 rim ��1A;L61+lIl>ej;�i�-� cZ�lI k01i4►l=1Rik 11 &I The BANK shall make one attempt to present again any deposited checks returned due to insufficient funds or uncollected funds. Checks that are still uncollectible after being presented for payment twice will promptly be returned to the CITY. Checks that are returned due to Closed Accounts will be immediately returned to the CITY. Checks returned to the CITY designated as "Return to Maker" will be accompanied by an explanation as to why the check was not honored (so long as the reason is indicated by the maker's bank). Checks lacking the CITY's endorsement for deposit shall be guaranteed by the BANK and not returned to the CITY. A deposit item recleared will not result in a deposit fee at the time of redeposit. RW0I#161+-jk&UIse01=1 The CITY shall receive same day ledger credit for all deposits delivered via the armored courier service. All Deposits, including coin deposits, shall be counted and documented during the business day received. The BANK will encode and proof all checks received from the CITY for deposit, unless the CITY directs the BANK otherwise. All items deposited for credit by the CITY or received by way of wire transfer shall be credited to the CITY's Master Concentration Account in accordance with the following Availability of Funds schedule: Checks Drawn on: The BANK ("on us" items) Local Checks (Dade, Broward, and Palm Beach) State Checks U.S. Government Checks Other Checks II -, Mr7l- - of Clearing Days Immediate Credit 1 Day Availability Schedule* 1 Day Availability Schedule* Immediate Credit * The Availability Schedule is the latest Availability of Funds Schedule published by the BANK. The BANK agrees to notify the CITY, in writing, of any changes to the Schedule. The BANK will expedite clearing wherever possible and will clear checks quicker than indicated above in accordance with any changes in Fed clearance times. Under no circumstances shall the clearance period exceed the Federal Reserve guarantees of availability. 14 3.3 CLEARANCE OF FOREIGN ITEMS The BANK will provide foreign check clearance on a "cash letter" basis for those currencies for which the BANK has cash letter facilities in place. All checks will be subject to charge back to the CITY. The foreign collection items will be at no charge to the city (other than standard per 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 and the courier service directly. The CITY 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 CITY 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 require a Safe Deposit Box. 3.7 DEPOSIT BAGS AND SUPPLIES The BANK shall supply to the CITY an adequate number of a. lockable deposit bags and keys as appropriate in order to insure that the CITY shall be able to make deposits in a timely manner. b. disposable deposit bags as appropriate. 15 _g,C.Kg, 4, .00 FUNDS TRANSFER SERVICES: 4.1 WIRE TRANSFER SERVICE The BANK shall accept verbal instructions or electronically transmitted requests upon proper identification from authorized personnel of the CITY to wire out CITY funds, pursuant to and in accordance with the Funds Transfer Agreement between the CITY and the BANK (Attachment C). To insure that the verbal instructions are adequately controlled, the CITY is willing to establish safeguards including, but not limited to, passwords, formal written confirmations, and other reasonable practices requested by the BANK. For out -going wires, the CITY will call in or electronically initiate the wire by the daily cut-off time designated by the BANK of 5:00 p.m. using PC Invision (Attachments D and E), or 4:00 p.m. via telephone. The BANK shall provide the CITY with adequate advance notice of any changes to the wire cut-off time. Wires ordered by the designated time, but not received by the destination party that same day, will be traced by the BANK from origin to destination to ascertain the party responsible for delaying the transfer. If necessary, adjustments will be made for any lost interest, or charges resulting from a "fail" to consummate an investment transaction. The CITY will not hold the BANK responsible for any failure due to "Force Majeure" as interpreted in Section 4-108 of the Uniform Commercial Code. The BANK will assume responsibility for its own acts, omissions and internal computer down time and shall be asked to compensate the CITY for any lost earnings at the Effective Federal Funds rate established daily by the Federal Reserve Board, as published in its Statistical Release, minus 25 basis points for the period involved. Likewise, the CITY will assume responsibility for its own acts and omissions. The BANK further assumes responsibility for the acts of its agents or correspondent banks, and will devise a method to ensure the funds are received at the destination bank in accordance with the wire transfer instructions received from the CITY. The BANK will make adjustments for any lost interest or charges resulting from a failed wire at bank's fault. Lost interest shall be compensated to the CITY by the bank at the Effective Federal Funds rate established daily by the Federal Reserve Board, as published in its Statistical Release. minus 25 basis points for that day or period involved. The Fed Wire system shall be the only wire used. The CITY shall receive immediate credit for all wire transfers that are in -coming to any of the CITY's accounts. The CITY shall be charged only once for wire transfers. The BANK shall not additionally charge the CITY for wire transfers as deposited items. The CITY shall not be charged for canceling or amending any wire payment orders so long as the BANK receives the CITY's request prior to the funds transfer system's receipt of the initial instructions. 4.2 ACH DIRECT DEPOSIT OF PAYROLL The BANK shall provide the CITY with direct deposit payroll service. Under this service, any employee can elect to have his bi-weekly pay directly deposited to his personal bank account at the financial institution of his choice, so long as said institution is a participant in the Automated Clearing House (ACH) system. The BANK will insure timely and proper credit to the employees' accounts. The CITY will send transmittal to the BANK by way of direct computer link -up with the BANK's processing center, or "data transmission", by 12:00 noon, one day prior to the effective payroll date. The BANK will accept adjustments, remakes or deletions to the data only on a next day basis. 16 New additions to the direct deposit file may require pre -note, zero -dollar transactions to ensure the accuracy of the information transmitted. The receiving bank has ten business days to respond with any rejections or corrections. After the pre -note period, a "live" transaction will then be 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 credits and debits, as required. The CITY shall receive immediate credit, based on the corresponding effective date, for all ACH credits to any of the CITY's accounts. The CITY shall be charged only once for ACH credits. The BANK shall not additionally charge the CITY for ACH credits as deposit items. 5.0 OTHER SERVICES: 5.1 SERVICES TO CITY EMPLOYEES The BANK shall permit all CITY employees, whether or not they maintain an account 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 arrangements 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 special services to the CITY's employees as indicated in Exhibit D. There will be no charge for the use of the BANK's Automated Teller Machines (ATM) for First Union Accounts. The CITY's employees may elect either the "Standard PERK" or the "Premium PERK" in lieu of the "Basic PERK" for the monthly charges as outlined in Exhibit D. 5.2 TELLER TRAINING The BANK agrees to review the CITY's cash handling and internal security measures at no cost to the CITY. The BANK will provide a written report with recommended changes, if any, to the Finance Director or his designated representative. 17 r 5.3 CUSTOMER SERVICEIBANK LIAISON The BANK shall designate a sole liaison who will work on behalf of the BANK with the CITY on all issues pertaining to its accounts. The person assigned is subject to acceptance by the CITY, and the CITY reserves the right to request a replacement, if the CITY determines this to be in its best interest. The BANK designates the following officer as sole liaison: Karen Leikert Vice President Commercial Banking 77 East Camino Real Boca Raton, Florida 33432 (407) 338-3908 Should personnel changes occur, the BANK will promptly notify the CITY and, at the CITY's convenience, introduce the replacement personnel as soon as possible to ensure a smooth transition and maintain quality customer service. 5.4 EXTENSION OF CREDIT The BANK understands that the CITY may require short-term or lease financing from time to time, and agrees to work with the CITY to accommodate its credit needs wherever possible. Contingent on credit approval, the BANK will price the CITY's credit request based upon the BANK's evaluation of the purpose for and term of the credit, and whether the obligation would be qualified pursuant to Section 265 (b)(3)(B) of the Internal Revenue Code of 1986 as amended. The BANK shall quote the cost of credit and charge the CITY at cost for any legal services used in conjunction with the arranging or acquiring of the financing. The BANK understands that the CITY is in no way obligated to obtain its short-term or lease financing through the BANK, and that the CITY may seek alternative lending efforts from other financial institutions. �0I 130:i"LL«i*I The CITY does not currently use, nor does it plan to use a lock box service. Z.Q MERCHANT SERVICES: The CITY does not currently use merchant services. However the CITY is examining future use of such services, and the BANK agrees to assist the CITY as required in establishing merchant services. The BANK's fees will be in accordance with the terms of its response to the CITY's RFP as described in Exhibit "A" of this Agreement. C� g.o COMMUNITY DEVELOPMENT AND REINVEST ENT PROGRAM The BANK will take affirmative actions to implement the Federal Community Reinvestment Act (CRA) programs within the corporate limits of Tamarac. The bank agrees to provide quarterly reports to the Finance Director or his designated representative that detail the BANK's efforts and accomplishments, both for the quarter and year-to-date with respect 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. 9.0 SAFEKEEPING SERVICES: 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. Q ADDITIONAL DOCUMENTATION The following is a listing of the primary documents which are included in and are a part of this Agreement. Additional 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 Compensating Balance D: City Employee Bank Account Services ATTACHMENTS A: Master Repurchase Agreement (With Additions, Annex I, and Annex II) B: Account Reconcilement -Output File Format -Data Transmission C: Funds Transfer Agreement (With Exceptions and Schedules A, B, & 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 amended, and (2) First Union National Bank of Florida PROPOSAL FOR BANKING SERVICES (Response to City of Tamarac's RFP 95-1). 19 0 1.1 0 CITY OF TAMARAC, FLORIDA MASTER AGREEMENT FOR BANKING SERVICES SIGNATURE PAGE ON BEHALF OF THE CITY OF TAMARAC, FLORIDA THIS � DAY OF 1995: ATTEST: Citv Clerk CA14aL A. 1- VPNS qt��d� Mhayor 1 J00pMHN )g6,kAm TZ '-'� Nz�- �- n, � IF-�- CityManager 906F-iZT 5. E,-TR- Finance Director STAB 1-" A.t+AAQT *HoRNE ON BEHALF OF FIRST UNION NATIONAL BANK OF FLORIDA THIS coca DAY OF , 1995: 4f\� cial Authorized to Legally Bind the BANK _ � (c-f- Title T oregoing 'nstru t was acknowledged before me this o� day ofjg!W;' 1995, by (name of official signing above), person or Whp has�-� = i oduced (type of identification) as id ntifcatior SPEW RQ1v Notary Pu li 20 CITY OF TAMARACK / r� FIRST UNION CHARGES FOR GENERAL BANKING SERVICES CHARGE DESCRIPTION MONTHLY_ PER ITEM DETAIL 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 Fed $0.045 per item Correspondent Clearings $0.070 per item Out of State $0.080 per item Items Deposited - Encoded On US $0.025 per item Clearinghouse $0.035 per item Jacksonville Fed $0.035 per item Miami Fed $0.035 per item Correspondent Clearings $0.050 per item Out of State $0.070 per item Items Deposited - Rejects $0.250 per item Represented Items $2.000 per item Stop Payments $5.000 per item Deposited Items Returned $3.000 per item ACH Items Rec's-DR/CR $0.120 per item Deposit Errors $3.000 per 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 $0.000 per item Check Sort Items $0.020 per item Manual Balance Reporting N/A per item ZBA Master Account $25.000 ZBA 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 $3.000 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 is PC Invision Wire Module $50.000 per month EXHIBIT - A PAGE 21 CiTY OF TAMARAC FIRST UNION CHARGES FOR GENERAL BANKING SERVICES DESCRIPTION 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 PAYDOWNS-EA PLEDGES -EA WIRE TRANSFER -EA NON DDA ACCOUNTS -PER BILLING 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 Response Unit (ARU) Manual Credit Card imprinter ELECTRONIC DRAFT CAPTURE MONTHLY $1.000 $2.000 $3.000 EXHIBIT - A CHARGE PER ITEM 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 Service. $15.000 $8.000 per item $25.000 per item $25.000 per item per month per month $15.000 per item $10.000 per item $10.000 per item $5.000 per item $5.000 per transmission $0.080 per transaction $0.250 per transaction 3.00% of gross amount minimum monthly charge $0.400 per transaction $0.300 per transaction $40.000 one time purchase 0 1] PAGE 22 0 n CIYY OF TAMARAC FIRST UNION CHARGES FOR GENERAL BANKING SERVICES DESCRIPTION Discount Rate Discount Fee Authorization costs One Time Programming/installation fee RENT Tranz 330 Terminal RENT Printer 250 PURCHASE Tranz 330 Terminal PURCHASE Printer 250 CHARGE MONTHLY PER ITEM DETAIL 2.10% of gross amount $15,000 minimum monthly charge $0.150 per transaction $50.000 one time installation fee $18.000 optional rental per month $20.000 optional rental per month $345.000 optional purchase price $333.000 optional purchase price NOTES: " Per average ledger balance. Note that FDIC is subject to change pursuant to FDIC regulations and is not a fixed. contractual price. •• Pricing assumes: $100.00 average ticket $100,000.00 annual volume 100% authorization utilizing voice authorization network via 1/800 #. Card imprinted sales drafts Pricing assumes: $100.00 average ticket $100,000.00 annual volume Electronic authorization and draft capture support through VisaNet network. 100% Capture utilizing Point of Sale Terminal Daily EDC settlements Retention of Paper Media by City of Tamarac PAGE 23 EXHIBIT - B CITY OF TAMARAC BANKING SERVICES AGREEMENT SCHEDULE OF INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS The BANK shall maintain at least the following minimum insurance requirements throughout the life of this Agreement: TYPE OF COVERAGE Bankers Blanket Bond Errors and Omissions RI1Ti[11i Li I IIIIIN 00 000 000 000 000 24 0 0 rM PAYMENT FOR SERVICES EXHIBIT - C 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 90-day Treasury Bill discount rate. The compensating balance requirement is calculated as follows: Dtal MonthlyService h r e ((ECR X D ) 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, 0% on non interest bearing deposit accounts) Through First 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 non -interest 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 will be used to offset charges. 25 �I I/ EXHIBIT - D PREFERRED F.MPLOYEE RELATIONS IP 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 package 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. 13ASIC PERK FEATURES: • SAFEKEEPING CHECKING ACCOUNT For your employees' convenience, First Union will store their canceled checks and save them the trouble of keeping up with them. Should they ever need a copy for any reason, one may be provided at the request of a phone call. ■ NO MINIMUM BALANCE REQUIREMENT Provides a substantial savings to your employees by eliminating the need to maintain a balance requirement. ■ FIRST ORDER OF CHECKS FREE Your employees' first order of fully personalized First Union stock checks is free and comes with an attractive checkbook cover. ■ OVERDRAFT PROTECTION Once approved, your employees can link their checking account to an Instant Cash Reserve, Money Market, another personal account, or a credit card. ■ FREE ATM CARD Provides your employees with around -the -clock access to funds at First Union, Honor, and PLUS System 24 hour banking machines. ■ MONTHLY FEE First Union will provide all of the above services for employees of the city at NO CHARGE. 26 0 0 EXHIBIT - D PAGE 2 of 3 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 Y2 off the standard fee. ■ `PREFERRED RATES ON LOANS Your employees will receive discounted loan rates by having installment loan payments deducted automatically from their PERK accounts. • DISCOUNTED BROKERAGE SERVICES First Union Brokerage Services can save your employees up to 72% on commissions and as a PERK employee, they'll receive an additional 5% discount. ■ 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: $750.00 Daily Balance in a PERK checking account OR $5,000.00 Daily Combined Balances in Checking/Savings/CD/IRA OR Your employee may simply pay $10.00 a month for this package. 27 EXHIBIT - D 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 employees will receive a Gold card of their choice with attractive rates, a credit limit of at least $5,000, cash advance capability, 24 hour emergency assistance, and 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 absolutely free. • FREE TRAVEL ACCIDENT INSURANCE Save money and enjoy the security of $500,000 insurance provided by First Union Insurance Group, a division of First Union Mortgage Corporation. • FREE SUMMARY STATEMENT First Union will provide your employees with a summary statement to assist in summarizing their monthly financial position. NO MONTHLY FEE IF EMPLOYEE MAINTAINS: $2,500.00 Daily Balance in a PERK checking account OR $10,000.00 Daily Combined Balances in Checking/Savings/CD/IRA OR Your employee may simply pay $12.00 month for this package. "Upon proper credit approval. 28 0 ATTACHMENT A L>� 7-1 L< J Public Securities Association 40 Broad Street, New York, NY 10004-2373 Telephone (212) 909-7000 MASTER REPURCHASE AGREEMENT Dated as of Between: '-1e5T V'i ION GLbfe4b; 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 (ii) 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 party'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 any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction); 29 Q) "Pricing Rate", the per annum percentage rate for determination of the Price Differential; (k) "Prime Rate", the prime rate of U.S. money center commercial banks as published in The Wall Street Journal; (1) "Purchase Date", the date on which Purchased Securities are transferred by Seller to Buyer; (m) "Purchase Price", (i) on the Purchase Date, the price at which Purchased Securities are transferred by Seller to Buyer, and (ii) thereafter, such price increased by the amount of any cash transferred by Buyer to Seller pursuant to Paragraph 4(b) hereof and decreased by the amount of any cash transferred by Seller to Buyer pursuant to Paragraph 4(a) hereof or applied to reduce Seller's obligations under clause (ii) of Paragraph 5 hereof; (n) "Purchased Securities", the Securities transferred by Seller to Buyer in a Transaction hereunder, and any Securities substituted therefor in accordance with Paragraph 9 hereof. The term "Purchased 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 date 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 transferred from Buyer to Seller upon termination of a Transaction, which will be determined 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 Paragraph), agreed to by Buyer and Seller prior to entering into the Transaction, to the Repurchase Price for such Transaction as of such date. 3. Initiation; Confirmation; Termination (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall 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 each Transaction (a "Confirmation"). The Confirmation shall describe the Purchased Securities (including CUSIP number, 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 conclusive 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 shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having 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 all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit"), then Buyer may by notice to Seller require Seller in such Transactions, at Seller's option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer ("Additional Purchased Securities"), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's 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 Purchased Securities subject to all Transactions in which a particular party 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 by notice to Buyer require Buyer in such Transactions, at Buyer's option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of the Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will thereupon not exceed such aggregate Seller's Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer). (c) Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer and Seller. 0 0 30 (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) shall 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 8-313 of the New York Uniform Commercial Code or, where applicable, in any federal regulation governing transfers of the Securities. 8. 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 clearing 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 Buyer's 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 Buyer's 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 Seller's ability to satisfy [the clearing]" [any]** lien or to obtain substitute securities. 'Language to be used under 17 C.F.R. §403.4(e) if Seller is a government securities broker or dealer other than a financial institution. **Language to be used under 17 C.FR. §403.5(d) if Seller is a financial institution. 9. Substitution RL / C� —4 7 (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 shall have a Market Value at least equal to the Market Value of the Purchased 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 parry'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 party, 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 (ii) of the first sentence of this Paragraph), the nondefaulting party may: (i) as to Transactions in which the defaulting party is acting as Seller, (A) immediately sell, in a recognized market at such price or prices as the nondefaulting party 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 32 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 closing 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 (B) 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 (i) 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. (f) 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 party. 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 Transactions then outstanding. 33 16. Governing Law F- 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 is 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 notice 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 parry'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 ("SIPA') 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 party 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 Title Date [Name of Party] Date 34 MASTER REPURCHASE AGREEMENT THE FOLLOWING STATEMENT IS CONSIDERED TO BE SECTION 21 OF THE MASTER REPURCHASE AGREEMENT. 21. In the event of a conflict between this "Master Repurchase Agreement" and "Annex I" or "Annex II" the Annex statement shall prevail over the inconsistent portion of the "Master Repurchase Agreement." In the event of a conflict between "Annex I" and "Annex II" the "Annex I" statement shall prevail. cm of-rAmp(Lfac_ Name of Party By ITR. Title Date f 35 61 IDS f_ V r1l C:Yl 1 v G rl c Yl &i Name of Party 8y y I C Title -ct Date e 9, -kg CITY OF TAMARAC, FLORIDA MASTER REPURCHASE AGREEMENT Supplemental 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 regulatory standards and guidelines regarding capital adequacy and net capitalization. (b) The Seller shall agree to furnish upon the Buyer's request its most recent available audited statement of financial condition and its most recent subsequent unaudited statements of financial condition. Notwithstanding the foregoing, if the Seller fails to furnish its most recent audited and/or unaudited financial statements, the Buyer shall provide 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. 36 n 0 (c) By entering into a transaction pursuant to this agreement, Seller shall be 0 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. Lei 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 iT 9a - Rs - CITY OF TAMARAC, FLORIDA MASTER REPURCHASE AGREEMENT ANNEX 11 Names and Addresses for Communications Between 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) 724-1322 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 Mitchell S. Kraft City Attorney 7525 NW 88th Ave Tamarac, Florida 33321 (305) 724-1318 9s -gs. r1ct��'V �CC^UNT RE;.CNC:LEMENT- QUTPUT FILE FORMAT -b}A 'i'i''ifA�Sit`a�(5510N J� ::"&=not Nam* ArraowaNraaeCC ar QSlicer To ensure accurate implementation, please supply the desired Indotmatlon and return to your Cash Management „within 10 days. For future format changes, 30 days advance notice is requested REOUIRE33 FILE SPECIFICATIONS Fite rype(cnet;xonei AetaonaLgngm aiasx&" ASCII Q ESCOIC so 0001 eta r�eto �.ontsnt Crtsracter only All numeric fields are Aight Justified Zero Fiflad(RJ=. All standards without options are assumed unless otherwise indicated. etmaNAL HFAMM AgCORO FORMAT (Clyde fields desired.! Pasicon 391. oCt.r Max. Auld Size tea.. ants Type 01-02 Record ID (HR-std.) Meld Deschodon _ Other OZ Alphanumeric 03.12 Constant 1 (FUNS ACCT-std.)_ Other 10 Alphanumeric 13.25 I Account Number 13 Na Numeric (RJ1ZFi 26-03 Constant 2 (AS OF-std-) Other • 08 Alphanumeric 34.39 ( As Or Date (MMODYY•sto.) Other 08 Numeric ( =F'; 40-80 Flier (check one) (3 Zero C blank 41 Alphanumeric DETAIL RECORD FORMAT 01.13 I Account Number 1Z Na I Numeric (RJ17PI 14-22 Check S4rial/Daposit Location Number 10 Numeric (RXZF: 24-33 Ch'ack(Deposit Amount (without decimal) - 10' Numeric (RJ,27- 34.39 I pate Paid ospcsited (MMODYY-std.) - r,�,� Other (10 Oats far Oacasit Reowi l .q¢' Numeric (RJ•7-Fi 40-00 I Filler (check one) (3zero 12blank 41. • Alphanumeric OPTIONAL DETAIL FIELDS (Circle those desired.) 40 ransack on molcators jean tntaitattors Deem) •3= GO-PAsm Oabit •C 9m CnWA1(rats required) ` V-Void-P-Paid No issue-R-R6=WL •"O-Oulstandnq (daW nquLod) •..r.a.aiaand.11..a a. - .nerwawrrw per+► a1 n/Mobs T 41-tS I • Issuer-.^ /Daposit Date (MMDDYY-std.) Other (rewired formisc. credd and outstanding) qg Numeric tR.U2F 47-51 " Additional Data (SSN, payee name, eta) 75 1 • Alphanumeric 62.71 ( Check Sequence Number 10 n/a Numeric 72 I Record ID (D-std.) Other 01 Ns Alphanumeric 73.80 ( I Record Constant 66.' Alphanumeric OPTiONAL TRAILER RECORD FORMAT (CL'da fields desired.) 01.02 -Record 10 (TA-std.) _Other 02 Alphanumeric Constant (TOTALS FOR-std.) ;;Othet 10' Alpha 13-25 I . I Account Number .. Numeric (R t 26-31 ( As Of Date (MMDDYY-std.) Other oe Numeric (RJIZF1 32-43 Total P,kUDeposit Amount (10 Amount for DepositAecn,) 12 Numeric (RJ1ZFi 44-53 Total P'k=eposit Count yo Count for Deposit 1`11s00r4) 10 Numeric (RJ2Fi 54.80 Filer (same as above)Alphanumeric 727 Fe a pproved: - LZi 1 For technical assistance. pieass call: GA, NC. 3L SC. 704-374-6176 WMWsdpnatute � FL. Your Cash Management O ficer t/ . 4-.J. � 6t17rriM f •stoical con aat U26—I ono uGc:-t FUND Use: This customer completed form MUST 41=0i'""any all profit z used in gaunt rat uo. �r T 8- 9,�__ 00 S" FUNOS TRANSFER This Funds, Transfer Agree- ar I Mel 'Agreemem l covens your use at trha tunas franerse system at the **law vndicated First m N Union National Bank ,. 'Sahk'L. By signing this Agrattment. F/ You aq/w 0d» n Stowing terms and ad"wrilam. Unless rtlr othsn% aa4ned Stowing the ternused m this Agreement anall have the mlemung assigned by the state few in wtnsch Bank s Located. or It none applleaale, to the Federal Reserve Bond RegulaDan J. t Reelued for Pov 10 t Orders- You agree to furnish a completed First Union Funds Transfer Audtonzancrn Form (the 'Authorization Farm') with the exacution of this a. frient and from time m tima when you request cnwklea. The AWtonzaoon Forma mccroora od by referernee anq moos a part of this Agreement: The A,MorizWmn Form speerfies whien of yOYr a/Oda4 Accoµnts vim Bank may be suolec't cb funds transfers according to Ia Agreement and it soacrfies the names of sit persons whom you authorize m make tram»r requests On your bend ;arm dcth d Rew*rerrtapvesi. All madati na and addibpns to e AuManzation must be in arming, except if you aus anze Bank to a oopt tzar instructions to delete the name at an Authorized Rearesenaave. you agree to sand Bank Immedtane rattan co"firrmedon at such delehan. 2. Suaathr ptvdadlre& Schedule A. 6 or G as applicable is at»ched hereto and =nWm Me procedures (`Secwdv Procedures') which you and @ink will have agreed to use to prows payment orders initiated by you. You agree Drat the Security Procedurew are oommerually reasonable m tight of your circumstances; and the type and freduency at the oftyrnent omen tyootue reqest. You agree to keep the Seeurdy Procedures confidential and not m iisebsa uMe Security PrncsdUrsa to ahvane exeedt Your AWfonszid R*or*sentatiwls►, If you a any of your Audwinned Reoreserntltpvss nave reason ro believe dud A Seeurdy P►deequre may have been J*anea by ah unauthorized person, You agree eti notify Bank ImrWolataly at the feteonom numoer indicated in the At4harizaban Form or schedule. if a payment Order ter cancellation Of amendment of a oaymant order) recelvad by Bank purporCt to have beat transmitted of authorized try you, one of your Authorized Aeorosentaaves. of someone else using your current Ono valid Security Procedure, sxCapt *a oa lase provided Cry aoPlldad's law or rulea, it will be seemed etfeativ* xs your payment order and you shall be obligated to pay Bank the amount at the payment order. E,,,utidrn of PaYmwt Ciders. Upon reeetat by Bank of a payment order which has been vaeidaeed by Bank pursuant to the SeeuraY Frdeeoures YOU ner*Dy author's ,no direct Bank to dead your accountts) AS specified in the Autrhorixaaon Form and 7wisref, the payment order. Bank is authdnzed to imaiament any Instructions. including amenaments or cancellations at prior payment orders. received according b me Securny Procedures. Bank ahsil not be o ci igated to execute or accept any payment orders and may eject any payment orders far any reason. including wrdtout limitation your failure to maintain a sufficient collected balance in friar croosd accounts. You agree that Bank may handle payment orders recelived horn you are other customers in any order selected by Bank and that Bank may Use any means. intermediaries or funds transfer systems stlectCie transfer as Bank. In Its ale discretion. shall decide. ♦ Cwut4:)ff Tanta All payment orders must ksrreesived by Bank before the cutoff time toe funds Twistrs on a business day established by Bank from time to ams. Any payment orders received after such deadlines. or on weekends or holidays at Bank. Bang or Institution to receive the transfer, or the funds transfer system to be used. aril be heated as t*eerved on Bank's next funds transfer business day. Bank Nall exercise pest affords to execute all payment orders received prior to me deadline. Advice of Funda Trenpisrs. After executing each garment order, Bank will use Js best gnarl; to mail to you a confirmation at sucn payment order at your andrei& indicated an Bank's records. The am. muscon veil indicate the date, the amount at the payment order and bank of knablLitian winwth IS the t»nlificiary s bank. You agree to examlno M& oon6rmation promptly, upon watts and to moiety Bank Immediately of any disereruahcles aetiveen the confirmation and your records. Bank snail not tie ifaole -for interest compensation. unless Bank is notrfied of the esereeancy, vermin thirty (30) days after the date at your reeeidt of the confirmation Cr your caulk statement indicating the aeart 0 the payment order in question, wnecnever a earlier. payment df Fees. You ogre* to pay all teas as determined by Bank's Schedule of Fees tot funds transfers. which Jews may D* cnancea from time to time yAthdut prior notice m you. You further agree to raimourse Bink for any actual expenses Sank may incur to executs, eaneer or amend any payment order or perform any related act At your request. 7. Crean we Ptwtsiwd. Except fax FEDNARE transfers, credits to your account( :► 1pr funds transfers vrnich Bank receives are provisional until Bank receives find satnem*nt for tine funds. If Bunk does not receive sucn final settlement. you agree that SanK a entitled to a refund from your account in the amount ctaatted to your account br that transfer.-' S, L.irrnsstkxh cd Uab'Tity and Indr nific don. You expressly agree that Bank shall be ltaol* to you only (or Bank's negligent performance .or non-oerrormancs of the service oravidsa pursuant to this Agreement and that flank's responsibility shall be timi ad to the exercise of ►oaring* and cro Mry dare. Bank snail not be Bahia lot any errors or aelay.on.dfe pan of any third party, including Nnthout limitation. thud parties used by Bank. in execwng a.payment order or performing a related act, or for any error or delay in -executing a payment older, of peRormtg a related act clue to any cause otiher than Bank's own failure to exercise eessonadle and ordinary we. and no such third party shall be deemed to be N "AITJEE OF, the parties hereto have caused this Agreement to be executed its .: did t at "V� 4 ATTEST: Id J agnature "(palate ii e (CORPORATE SEAL) AGREEMENT Bank's apert. Bank shallnnot tie liable th Ydu Or any third derdY tilt dulure to exec- MY frontier or oe"Wl" artistes tic[ if such failure us due to cases or condrno. beYard 6rhk'a repansaM sand. aieiurh ag, wivngra llmdnaarred t. Sulkea. Insurreeaat. rirr, nutrient at nmonat emergencies am of God, naaxal d agtr Are. out* at corners at asaOeuated equipment. or tallure cR trans Communication methods or bower at supplies. IN NO EVENT SHALL UABLE FOR SPECIAL. INDIRECT. OR CONSEOUENTiAL DAMAGES- E7( MAY BE OTHERwSE FRovew BY L.kw EVEN IF R SHALL HAvE BEEN A4vIW OF THE POSS18turycF SUCH DAMAGE. Except as may t» iimdsd by appkear Low. you agree to indemrkly, Bank eve hold Bank harmless lincluaing the pavma of reasonaw addmay a feet W ainst all liability to third p ee ralhg out of. a connection with. ins terms and condroons of this Agreement at true servic provided hereunder or otherwise pursuant to your msaucnons. 9. Mrrtdmrtla. Bank may amend any of the terms and conditions contained in Agreement after malting written noose to you Mlny Lao) days prior to the eded- del at change. 10. Terminepen Bank may ttrminu aia this Agreement at any time by giving wntrsn Oral notice to you. Unlasasm'noted by Bank. this Agreement sneul remain in anti until Bank receives your Y inon notice at termination and has a reasonable aria sex an such nodes. This Agreement may not be assigned. 11. Goveirrang Lim. Acmildt as; provided herein. this Agreement shag be governed s. construed and ar"co" In accordance with the iswe of the United States arse appliasbta. pie state level in which Bank as boated. You her•cy consent s; - ppeersonal dn Waidictiof any isderal at state court in the stake in wnien Bang {posted that has junsuieaon oirw tie sue act matter of aProCyedings relasrie this Agreement. You also sgrse eo tie rny round by the provisions of Subpart c Federal Reserve Board Regulation J as amended from time ID time. 12. Uza of identifying Numbers. You agree that if a payment draw dasenbil beneficiary inconsatanayoy name and account number. payment may tie mace the benenciary spank an the calls of the eccdunt numoen, wan d the &=L, numaw werrofies a person difI rent from Inc named benefictW and Chat 'fc obligation to pay the payment cruet shall not be excused by the error. 13. Innarsat Comprtarion. In the went that Bank shall be liable to you be MIA! compensation under this Agreement or by appncapie law, merest afar calculated on the dears of the average Fedofau Funds rate tit me wrap inveN You agree that Bank may. at as sole canon, pay interest camoens7pon as title 1( ) by Jump sum payment of cean. or (2) by providing a credit to your Account . BanoL 14. Freda Tmmiw 9vstom Rules. Bank may execute payment orders. at its of Ihrougn FEDWAE, CHIPS or ACM. whicn funds transfer systems may r. opoemng rules slap governing the execution at your payment croons. 15. Nadeau. Any wrdtan hatice at other communication required or permitted le given under thfs Agreement shall be detfvered. Of sent by United States ,r Eciltage predtid. and if to Bank. addressed to pie oration originating the Pavm Order or to Funds Transfer Otowi menu. as indicated in me Schedule &tamed c if to you. at your address as indicated on Banks records. Nodea to Lank sna.. &eted upon no hear that five (5) Banking days after Banns actuae recant of s noes. 1 t1. Infamatidrtsl Payntarts. Orders forth* transfer of U.S. Dollars &hail be tiara in t. Dollars it transferred to A uen*ficurry located the Untied States. It trans»wed beneficiary located in a foreign country. the benefictarv's bank may ereetto alai beneficiary in foreign currency at the bank'& buying rate of exchange to transfers. it is your resporttibility to game the benetiesmy of this postutxirry. may fend anymessagafelawe 1p this order m expiiC4language. dada ex der Foreign cuffs rtev a tot Off am are final afar+ made to Band. rldw*V*r, pursL to the redusst of the Onginatdr. aWid. it po&slats. Bank may cancel of amen order Belpre the tr fer ismade. Bank shall incur no liability It it Is uncle. tit reason. to canto or amino an order. Refunds of U.S. Dotlu orderssnail tie is U.S. Dollar amdum Refunds at foreign currency orders shall be in the amour U.S. Dollars that can be bought far the foreign currency amount at Baru s curin the ratent eof of exchange. e. No transfer es Snaileall risx of be refunded.loss The o iginao to z resoonsmle for any enages related to w1cetlaalon or amene-'ent at me �r currency order. 17. Erdw Agreement This Agreement and the terms of your Oepdsdor's Agreer which isnneorpgqmatea herein ooyy reference. cehatitixas dh* *n0r* agreement you Bank between then0*oositot's Ame use of greement nt and this k's funds rAgte*ment then thenave e' Agreement shall control. No representation of statement not expressly cera in this Agreement or in any amendment herald, snail be binding upon you of If any provision of this Agreement is determined to on invalid. it Snell not result ramadting portions of this Agreement void of unentareeabia. 1S. CargosteAt4nprdy.IfyouweexecutingthisAgreementasacorporatecdc"t. represent and waraitta.Bank that you are duty authorlied to sign : is Aqreer an whnif of the Corporation. and that acsrofied cdplt of the C'"Crtda "leach and Certificate of Incumbency in a manner and form satisfactory to Bank nas Or wiil be furnished prior m Bank.nntuaong funds transfer services. Authorized BYfM*: pent ' ype Customer s OF I-10itl ce Nam* aid Tone Dank jA no Aowtrw aw .. ii ,g= 40 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 CITY'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 malfunction, 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 CITY from compliance. Section 10. Termination - To read as follows: Bank may terminate this Agreement only per the terms of the Master 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. 0 42 �� /�- �� -,F- 9- 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 5 Section 20. Records Retention All records shall be retained in accordance with the requirements of the Master Agreement for Banking Services, Section A, 10.0. 0 44 �' � _ Sf e (�f' SCHEDULE A TO FUNDS TRANSFER AGREEMENT FOSECURITY PROCEDURES (This form must be completed each time a Funds Transfer Agreement is completed.) The following are the Security Procedures agreed to by and between First Union National Bank of %— and �� �) i /'i �`1",�'• "0 C (Customer) in connection with the types of payment order requests and initiation,of those requests: 1. Telephone initiated requests: (a) First Union will assign security codes and send to authorized representatives as designated by Customer. (b) Customer authorized representatives may be required to return written confirmation of receipt of such codes to First Union by a predetermined date. It written confirmation is not returned, the security code will not be activated. 2. Verification: First Union will contact predetermined representatives of Customer to verify payment orders. First Union shall determine when verification is required pursuant to its security procedures. First Union may use varying criteria for tail backs such as (but not limited to): dollar amount, individual limits, or security violations. (a) First Union will initiate a call back to verify the authenticity of each funds transfer request as follows: (1) Repetitive payment order - requests greater than $1,000,000.00. (2) Non -repetitive payment order - requests greater than $25,000.00. b) Customer may elect different call back limits by executing an amendment to this agreement (Schedule B). 3. Facsimile: First Union may, at its sole discretion, elect to accept payment orders by facsimile (FAX). If First Union agrees to accept facsimile instructions, First Union will treat these as 'Wrbal/telephone initiated" requests and will utilize additional security measures, such as call back verification. 4. Repetitive transfers: (a) Set-up: An authorized representative of the customer must execute in writing a request to establish a repetitive funds transfer payment order. Upon receipt of such requests, First Union will assign a repetitive number to each payment order, establish the repetitive funds transfer payment order and return a copy of the funds transfer payment order to the customer. The customer must complete an acknowledgement form indicating that the transfer payment order has been correctly established. (b) Cancellations/amendments: All requests to amend or cancel a repetitive funds transfer must be in writing and signed by an authorized representative of the customer. 5. Non-repetitive transfers: Non -repetitive funds transfer payment orders do not require any additional preliminary setup. RECEIVED Customer agrees to the security procedures as outlined in this Schedule A to the Funds 'transfer Agreement. r .� 4N C� �t J G/1 H Gl rCat C— First Union National Bank of ✓� C `-' Pnnt Company Name i a1 .11 isPrint Name ano Title Print Name a 1 its By 4� �.l A4 By Signature ana Tits Signature ana Tips E.3::2e =iMq) Oats Oaro - SCHEDULE B TO FUNDS TRANSFER AGREEMENT N ,,is farm is required oniy when a customer requests non-standard security pracadursa.) ,� Customer name i � Ar,=Unc Name U 1 Ci/rvl C4 (Cif-C state 410 Matung Aacress } ` C+� I Account Numoer (tt tnts agreement covers mutnpte atzcunts enter ap�unc names ana numoers an reverse swe nr uvs tam+.i Customer requests call back verification an ALL funds transfer instructions. Customer requests call back verification on ALL non -repetitive funds transfer instructions only. 7-1 Customer requests NO call back verification for repetitive transfers of less than $ Repetitive transfers equal to or more than this amount will be subject to the normal call back process. C Customer requests no call back verification on non -repetitive transfer instructions. (This option requires use of an amount verification code or other additional security measures.) Customer acknowledges that eliminating the call back procedure for funds transfers involves cer- tain risks, and the customer assumes full responsibility for ail risks of loss due to unauthorized or erroneous funds transfers made without call back verification as a result of this request. Further- more, the customer agrees to Indemnify and hold harmless the Bank, Its officers, employees and agents from any and all losses, -damages or claims of any kind arising out of or in connection with funds transfer Instructions made in accordance with this request._ i'J c%-� 1 A'V- ! a (C-� C- ] Print Comoany Name —'"T"�� - PnntNa�'rrta ana Tide By 1060 re Ahd Me J RECEIVED First Union National Bank of ~ yn d C_ W- f 46 0 FUNDS TRANSFER AUTHORIZATION F (This form must be completed each time a Funds Transfer Agreement is completed.) l.11siamer i.e/nn - I Wrl (A V(A C� AcG'7Lnl Name 1 f OYt (. `YUp.�,r1T Maiung Aocress _ City State 410 j I J2 ���� �' /�-�r e I G�►'�►Gi rU �— �2 I 3d Account Numoer lit fnis aumanzatlon covers mutfwe accounts, enter account names ana numoers an reverse sloe of this form.( I. Representatives authorized to REQUEST/CONFIRM transfers: Name/Tide Authorized TO: I (REQUIRED) geauest I Carvirm Maximum Dollar (\oIr N) I (Y or N) I Limit Per Transfer Nephon Tel ephone Is ` L/ 1(30 D )7�`'r -131 K I IN N 1$ II. Representatives authorized to Receive Telephone Advice of Incoming Funds: j Name I Telepnone Name I Telephone a p 1L) I �jI llrned 1(10,5)7a)Lj i31o1 I( > The company accepts complete responsibility for maintaining correct, current information of individuals authorized to act on the Company's behalf. All changes must be communicated to our Funds Transfer Department in writing. (Deletions may be communicated verbally prior to the written notice.) I �„ cf I avVl cc l/cz � Pnnt Comaany Name WLL,�a/l 01 - Print Name ana Title Print Nam ana 1,118 BY 1_. JL1.l II �' V 1. co C� � BY �C .�— r .Signature and Title gnature4w i ifle pate Qate First Union National Bank of V-1 d L P!—=Z't2VrK9) ?;ease C-lecK one PC WIRE .{ PC iNVISION r CUSTOMER CONTACT FIRST, uNION NATIONAL BANK Please PC WIRE;'PC INVISICN AUTHC7RIZATION Sri New Fiev'sicn icr customer ANK CONTACT INFORMATION lb ADDRESS: =NTACT NAME T' M-F- r 1 I PHONE NUMBEr1.• PC WIRE CUSTOMER OPTIONS: �.—t+xr►er Fur==n Aud'rarMMM popettffve Transco- - Non—Aepetittve Transturs �~ Futus Dated Transfer Entry FUltre Dated CMCM letian Transaetion Repoft Fiepetrtrm International Non—FlepeCtive International PC INVISION CUSTOMER OPTIONS: Gsrarrter Fiuxxn Auff'rer=tM X pepetliw Tnutsfere' �~ Drawdown PAqum=' — Non—pApuftve Trarniars' . �,......,,... �ncvivJlrnn3Cl�.7C1'1 +vocrts d ACC=JNT aFFCERHAME f �a�e�� I � 1�c•r' PHONE rn PABE is y OFMUL NONE NutaeM PC Seawndary Aultwt=tfon RegUreat QXMI Burn of two USSM regUfred) Transfer Flequv ng Seoondary Aumncr=*-_ V ==.Ang Dollar M kmx- e Rep,*.v Transfer Poww a POMMA : a o_ PA4= rtsve Tram — Fl Wwo (Op� fa pC Wrr: Fmood _ I PC tn1sian) Non-F;epetittM Trarrstw "fifflo (Soquires) fi Fut zo Dated Transtw FWWW a M,agttred far PC Me) �yn NO Pag,4ra caMOMIC an mon-^rePetib+0"l gyn. NAMe PHONE USEIZATION NO. 1 — FUNCTION AlJT1-I�O et Name: (ID) cm ch"amPC Izov-0 DN pMzMMxd: PC WIRE Pawwor* fiffeM &rpc �hVai'" f HELD (2ti cttatactara rna�umum► C -&W rwrc=r>x Ropomve Transfer EnsrY Non- Repetitiv+ T(Ansts Entry Secondary Au t r¢atisn Future Dated Transfer Entry Future Dated CerreetfabM Tranaacwn PAM" Repetlttve Intarnotionaf Non—RooebWO Irttarmwnai Secondary AuMcircmion Intwr'¢tiorwi r,,e or Prim} NameI Dad (M etwacters rrrL%Xr+L=1 fJSo.r Fse�� Rrprptive Transtor arrby opreomn Er" Non— TranstIr Entry k papoob" Tiar+oe+ Vo* "— onwedown Vardll Pfau— bv+Trar�r: Viroy '� fie Osrad Trar>st+r ErtrY 7(� FuU* Oared Gate X Trarmcbm Fppom Lirritrc—^ tlAaxu=n f of t Alwim s Per dry 68atrfrr = f: o! fraraturs PGr 410, ds Gr' w 5er�rirY Disc[ �.� � .Sas+t/nY Caa FDFi BANK USE ONLY Arom%vrwrf= Accuumt MkMT UM gepeawr }lyre irovuocm F;ou�rq yYtccrrtaarrr i Do i Y'r' wire Aocrn dash 48 err USER NO. 2 - FUNCTION AUTHORIZATION { User Name: (20 charamwl rnaxtmum) PC WIRE PC INVISION Password: HELLO Pauswrrd: sarrrs as /or PC lnlrsionl (20 characters maxrmurn) (20 characters nnammurn) User Aow ns- tJsar Fcvx;riarts Repetitive Transfer Envy X Re"dw Transfer Envy Drawdown Fray Non-aepetitiw Transfer Entry % Nan-popetifim Transfer Entry Secondary Ault rQatian t Fiepetrtve Tramfw VgfifY Drawdown Vardy K Non-Popetidve Transfer Verity Future Dated Transiur ErMy X_ Futtre Dated Tfartste► Entry Future Dated Cancefiatian X- _ Fv>ztre Dated Ca m> nation �~ Transactor AMxm X— Tranwcdm POP=a —� Repetitive In1en'►atiortel uQ, �! Non-RepeQtw Internntavti Matdtrtttm +t} at trnns'fers per day e hoary A�ctt-iar¢anon International AAaxims�m S of trrers Per clay Sectriry OsF $aria/ if a ►lhY C.)Ge �rfae�a USER NO. 3 — FUNCTION AUTHORIZATION User Name: \\�� (M ttwocLors gym) PC WIRE PC INVISION Passr+�d HEUD Passwerd: (sarr+e as for FL !nlfrsiarTl (20 eharaersrs rna mnoirn) (2o ctara=wx rn=mum) (,�i�r �crs_aorrs: Lr!sr �irncnorss: Repetitive Trarmf r Entry x FLoettw Trans* Entry Drawdown Ens ► Nan-%peliifw Trarcdw Ernty X Nan-Aepntw Transfer E^cy Secondary ALOwkwion %C Reprddve Transfer Verdy Drawdc wn Verily Y Non-F ,* Transfer Verity Ftrae Dated Tranffiw E^ri:y X� Futtre Gated Trarater EfIrY D Furze attad Canmfiation Futtre Gated Cat�ce�h Transaccon F-Wm its X, Trarraaaaon Paperer Reprudve Intern otbortel Matirrtwn 0 of lranslers Per day Non•-Repetiive irrornabonni Secondary Au1: us�ztion irawnaummw Mattirrxrm S at trara'tws per cay Soarity Disk :anal if s so=di' C-do Grrwr= union A� err. 9 Ln M L. L IZ-V ADDITIONAL COMMENTS: �.J �,4 USFF L10. 2 — FUNCTION AUTHORIZATION Passvf=c: User Name: jo PC WIRE PC INVISI WELLO Password: Sarrter ea /ar PC ;nYrsicn► (20 ctraracrers m Mun) LA&W FLv%vons: Fieconve Transfer Srllfyl Non—A"utive Transfer Entry $aeondary AuMorimtion Fuun Dated Transfer Easry r Furire Dated CarMffatfan Transac= R+POM Fiepeftm International Non—ReovaM irnernatienni So=naary Aurxrr=tcn irdernationai (20 dhnracu ra nvL=num) ON (20 eriarnctars rn=rnum) iC Repewn Trrutsfer Fray Drawdown Grtry Nan —Asp titiva Transfer &Tfry V _� Rapgghv Ttarwf pr Verify Dtawdown Verify Nan—Flopob11e Ttw'dw Verily X Futtre Deed Transfer &rlry X-- F4.ttiro Ow Carrce+infian X Trarnacckn POP" UnW MW*MM f of transfers Per day Matotrarrrt S at tanufers per day snetrdy Dist Swint f ��— pty due CW+wead USEF NO. 3 — FUNCTION AUTHORi TIDN User Name: (Zp ethartrtors rn) PC WIRE PC INVISION Passwarrz Hg t A Password; /same as hr PC ;nYesianl (20 eiwract rs m =rr% Y Llaw Fi.rr =v= PAMO VM Transfer STWY Non—F;eprrativw. Tnunt r Etxry — 5e�e r&wy AulrieriaMM. Fur..re Dated Transfer &j y �~ Fuare Dated Car=fintian Transaction Face m Pkpe=ve int> rruttionei Non—Pepoftwm MttarnaZOMMI Sacerx awy Autwrirdst= irvW adonal V.IILGA(1-3 DITIONAL COM (20 rhtrac'"s nanmum) F4podtivn Tramd r urry Orawrdown &" Nan—P,petrtivs Ttanster &'-'y RepeWhm Trarnfer Verity Drawrdown Verity )C Nan—AepetiW+ Trar x er Verity X_ Futsre Oated Transfer Esr%y X_ Rwo Dated C&-==anon X Trwrtsa=M Popcxn Linvrs: M,,imurrt i of transfers per day MarOMIM S cd trarmigrz Per day So ray Oh* Swint fsomritYGax 50 FIRST UNION NATIONAL HANK PC WIREJPC INVISION ACCOUNT INFORMATION Please check one: ATTENTION: J. BALES FL-0020 PC WIRE WIRE —RANSFE- PC INVISION PC WIREIPC INVISION t L Customer Name: ci MnT f Ir. 4- - Account Number to be charged for module fee (If PC Wife): Accounts covered by attached Wire Transfer Function Authorization: FULL ACCOUNT TITLE ACCOUNT NUMBER (13 Digits) co: Sc=ttie Diddell FL-0125 Customer Signature - - Date 41 �C-1 cli CA 00 v cr v °' 0 c a > m o-, [/o m ; m m v m w' ' • o vo _py+- r 0 OOb l7 n% Jr- � 7 0 its �` 0 l v m 0 +- m Aca m i 60, i IPA 26 'f-ry 10 7 re � w :� a A ..}� G'17i J p m�-t-t y�z mn mCA " O O mG)9 �m� m 0 � rn � r n� z r m O � N O m z z Ilk) Ltd -*I c Is 52 /�- �,s- - g>k 0 0 ATTACHMENT D CITY OF TAMARAC, FLORIDA CUSTODIAN AGREEMENT AGREEMENT, dated v St rPa� , 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"). WITNESSETH: 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 accordance with the terms hereof: NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, the parties hereto agree as follows: 1. DEFINITIONS 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 duly 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 mean 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 Depository Trust Company of New York, (2) a Federal Reserve Bank that maintains a book -entry system, or (3) any other clearing agency selected 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 subparagraph. 6. Government Security" shall mean Book -entry Treasury securities (as defined in Subpart O of the Treasury Department 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. Securityshall 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 Banker's Acceptances. 8. "Written Instructions" shall mean written communications actually received by the BANK from an Authorized Person of the CITY whether by FAX by courier, by U.S. Mail or by other means which may be agreed to by the BANK and the CITY. Written instructions shall include oral instructions from any Authorized Person, provided such oral instructions are confirmed in writing actually delivered 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 IN F C DIAN• ACCOUNT 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 Securities in book -entry form in the CITY's name. 2. The CITY hereby represents and warrants to the BANK, which representations and warranties shall be deemed to be continuing representations and warranties and to be reaffirmed upon acting in accordance with any written instructions or oral instructions delivered in accordance 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 conducted, to enter into this Agreement and to perform its obligations hereunder; (b) The Agreement has been duly authorized, executed and delivered by the CITY in accordance with all requisite 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 all applicable laws and regulations, both state and federal, and has obtained all regulatory licenses, approvals and consents necessary to carry on its business as now conducted; there is no statute, regulation, rule, order or judgement binding on the CITY and no provision of the CITY's charter of by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on the CITY or affecting its property which would prohibit the execution of performance of this Agreement by the CITY; and 54 Fry 0 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. III. CUSTODY OF SECURITIES 1. 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 returns of securities. 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 BANK's 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 furnish the CITY with confirmations and a summary of all transfers to or from the Account. 55 r CITY OF TAMARAC, FLORIDA CUSTODIAN AGREEMENT 5. With respect to all securities held in the Account, the BANK by itself, or through the use of the Book - Entry System or the Depository, shall, unless otherwise instructed to the contrary in a Certificate:. (a) Collect all income due or payable and advise the CITY as promptly as practicable of any income due but not paid; (b) Present for payment and collect the amount payable upon all securities 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 physical securities, execute, as Custodian, any certificates of ownerships, declarations or other certificates incidental to the ownership of such physical securities. (e) Hold directly, or through the Book -Entry System or the Depository for securities deposited therein, all rights and similar securities issued with respect to any securities held 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 cash issued or paid in connection with the liquidation, reorganization, refinancing, merger, consolidation, recapitalization of any corporation, or the exercise of any conversion privilege; © Deliver any securities held in the Account to any protective committee, reorganization committee or other person in connection with the reorganization, refinancing, merger, consolidation, recapitalization or sale of assets of any corporation, and receive and hold under the terms of this Agreement such certificates of deposit, interim receipts or other instruments or documents as may be issued to it to evidence such delivery; (d) Tender to the appropriate party securities in connection with puts, calls, warrants, options, conversion rights and any other rights in securities held by the BANK hereunder. 7. It is understood the the BANK is authorized to supply any information regarding the Account which is required by any law or governmental regulation now or hereinafter in effect. The CITY agrees that the BANK is not at any time under any duty or responsibility to supervise the investment of, or to advise or make any recommendation for the purchase, sale, retention or other disposition of securities held by the BANK is the Account. L� 56 40 CITY 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 XVII. 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. I)/ PURCHASg AND gAILE OF SECURITIES 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 amount 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 deliver 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 (f) 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. 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, liabilities or claims, including reasonable attorney'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 any 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 negligence 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 fees which are sustained or incurred by reason of any action or inaction by the Bank where an Authorized 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 The BANK may, with respect to questions of law, apply for and obtain the advice and opinion of counsel, at the expense of the CITY, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such 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 sale of any securities 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 behalf of the CITY with 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 properly may be held by the CITY or any entities for which it acts. 4. 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 by the final crediting of the BANK's account on the books of the Book -Entry System or the Depository. 5. The BANK shall be entitled to receive and the CITY agrees to pay the BANK fees and expenses per Exhibit "A" of the Master Agreement for Banking Services. 6. Upon reasonable request and provided the BANK shall suffer no significant disruption of its normal activities, the CITY, or the CITY's authorized representatives, shall have access to the BANK's books and records relating to the Account during the BANK's normal business hours. Upon the reasonable request of the CITY and pursuant to federal banking regulations, copies of any such books and records shall be provided by the BANK to the CITY of the CITY's authorized representatives at the CITY's expense. 7. The BANK shall be responsible for safekeeping the account securities. Subject to the express terms of this agreement, the BANK's safekeeping responsibility shall be limited to exercising the care and diligence usually accorded by the BANK to its own property. 58 r-I L--j 0 CITY OF TAMARAC, FLORIDA CUSTODIAN AGREEMENT VI. CAPITAL CHANGES Notwithstanding anything to the contrary herein contained, the BANK may, without further 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 permitting or requiring such exchange at its office designated in SECTION XII of this Agreement. The BANK is authorized as the CITY'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 CITY's 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. �T11�',[61111Eel =E-7[I19I1IiY1��XFl� 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 XII of this Agreement. The BANK's sole responsibility 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 "A", attached. The statements shall provide, at least the amount of data shown in the exhibit. 59 R- ?gr7lk�� CITY OF TAMARAC, FLORIDA CUSTODIAN AGREEMENT J& INSTRUCTIONS FROM THE CITY An Authorized Person of the CITY may give instruction, notice or other communication called for by this Agreement to the BANK orally, in writing, by fax, or other electronic communication medium as agreed to by the CITY and the BANK. An Authorized Person shall confirm promptly any oral communication in writing. However, the failure of an Authorized person 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 has been given by an Authorized Person. X. AUTHORIZED PER�ONS The CITY is required to notify the BANK of any change in the list of Authorized Persons. The BANK shall be held harmless in the ent 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 accordance,with instructions and communication received by the BANK fro anyone of the Authorized Persons, listed below: / BW d Name ature A Ivan C. Perrone 1247 , kviayaIk4J Stanley Hawthorne W 11 i00co� 17J *- CITY OF TAMARAC, FLORIDA CUSTODIAN AGREEMENT XI. ADDRESSES Until further notice from either party, all communications called for under this Agreement shall be addresses as follows: If to_ CITY City of Tamarac 7525 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 X11,, DUPLICATE CONFIRMS & STAT_E_MEHTS Until Further Notice, duplicate confirmations & statements should be addressed as follows: City of Tamarac 7525 NW 88th Ave Tamarac, Florida 33321 Attn: Comptroller City of Tamarac 7525 NW 88th Ave Tamarac, Florida 33321 Attn: Comptroller 9 61 CITY OF TAMARAC, FLORIDA CUSTODIAN AGREEMENT XIII. LIABILITY, INDEMNITY OF SARK The BANK's duties and responsibilities shall be only those expressly 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 Securities unless the BANK has been indemnified to its satisfaction against loss and expense (including reasonable attorney's 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 indemnify 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 CITY's instructions and the terms of this agreement, except where the BANK has acted with negligence or willful misconduct. The BANK's right to indemnity under this SECTION XIV shall survive the termination of this Agreement. XIV, COMPENSATION OF EXPENSES 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 and the CITY. XVI. TERMINATION. Either party may terminate this Agreement and the Account according terms set forth in the Master Agreement for Banking Services, SECTION 2.0. tXyll. AGENTS The BANK is authorized to employ suitable agents as necessary and 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 complete, satisfactory, and acceptable performance by the agents. The Validity, construction and administration of this agreement shall be governed by the laws of the State of Florida from time to time in force and effect. 0 [:311] � - rtk is CITY OF TAMARAC, FLORIDA CUSTODIAN AGREEMENT M& CONFLICTS In the event of a conflict between this Agreement and the Master Agreement for Banking Services, the Master Agreement for Banking Services shall prevail. 63 0 CITY OF TAMARAC, FLORIDA CUSTODIAN AGREEMENT SIGNATURE PAGE ON BEHALF OF THE CITY OF TAMARAC, FLORIDA THIS Aq_j DAY OF , 1995: ATTEST: CityClerk Cp ROL A- F_ \J A rJ S yor N o 2m F}n� A B R�iM p r T Z_ AP,VRYED AS TO FORM: � I—IdJj 41 CityAttorney yn IrCE S . Ke-A F"r City Manager polSM-r S, NDE� Q . Finance �Uirec�torS�Tl}.,J LEy D. {-ERUzTHOR-�� ON BEHALF OF FIRST UNION NATIONAL BANK OF FLORIDA THIS ),) DAY OFF f, 1995: �-Jv Offici6l Authorized to Legally Bind the BANK Title *eregoin in men wad acknowledged before me this �—L day �r-a� 1995, by �c �.f(name of official signing above,persona yorv►�ho has (typ ti:.f+ !a!► es idefitificatiom HEFRi R TO _..�� .. Notary' Public 64 0 0 ok EXHIBIT A CITY OF TAMARAC LISTING OF SECURITIES Reports should list securities in the following order and show at least the following information: DESCRIPTION CUSIP ACQUIRED PAR COST COUPON MATURITY # DATE VALUE PRICE RATE DATE U.S. Treasury obligations Bills Notes & bonds STRIPS U.S. Agency Securities Discount notes Coupon bonds U.S. Instruments Discount notes Coupon bonds (non -callable) Coupon bonds (callable) Strip Securities Collateralized mortgage obligations Step up securities Inverse floaters Repurchase agreements Reverse repurchase agreements Flexible repurchase agreements Certificates of deposit Bankers' acceptances Commercial paper 65