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HomeMy WebLinkAboutCity of Tamarac Resolution R-2000-1511 Temp. Reso. #9048 June 2, 2000 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2000— i IS( A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN ADDENDUM TO THE EXISTING AGREEMENT BETWEEN THE CITY OF TAMARAC AND FIRST UNION NATIONAL BANK EXERCISING THE OPTION TO EXTEND FIRST UNION NATIONAL BANK'S BANKING SERVICES CONTRACT FOR ONE ADDITIONAL YEAR; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City has contracted with First Union National Bank (FUNB) to provide banking services for the past five years; and WHEREAS, the agreement authorized with FUNB per Resolution R-95-88 allows the City to renew the contract for two additional one-year periods; (Agreement attached hereto as Exhibit 2); and WHEREAS, FUNB has provided banking services in accordance with the terms of the agreement; and WHEREAS, the Director of Finance and the Investment Accountant recommend that the addendum to the agreement be approved and the agreement with FUNB be extended an additional one year period; and WHEREAS, the City Commission of the City of Tamarac, Florida, deems it to be in the best interest of the citizens and residents of the City of Tamarac to 1 0 1 Temp. Reso. #9048 June 2, 2000 Page 2 approve an addendum to the agreement and extend the banking services contract between the City of Tamarac, Florida and First Union National Bank for a period of one year. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. SECTION 2: The appropriate City officials are hereby authorized to accept and execute the Addendum to the August 22, 1995 Agreement between the City of Tamarac, Florida, First Union National Bank providing for banking services (attached hereto as Exhibit 1) and renewing the Agreement for a one year period. SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. Temp. Reso. #9048 June 2, 2000 Page 3 SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this �-rt day of,2000. r., ATTEST: MARION SWENSON, INTERIM CITY CLERK I W` RE Y CERTIFY that I have pp ov this RES LUTION as form. MIT LL S. KRA , CITY ATTORNEY 1 RECORD OF COMMISSION VOTE MAYOR SCHREIBER . (-4it . DIST 1: COMM. PORTNER �= DIST 2: COMM. MISHKIN .'.. DIST 3: COMM. SULTANOR DIST 4: VIM ROBERTS Temp Reso #9048 June 2, 2000 Exhibit (1) Page 1 ADDENDUM TO AUGUST 22, 1995 AGREEMENT BETWEEN THE CITY OF TAMARAC AND FIRST UNION NATIONAL BANK FOR PROVIDING BANKING SERVICES This Addendum to the August 22, 1995 Agreement between the City of Tamarac (hereinafter "City") and First Union National Bank (hereinafter "FUNB"), is made and entered into this 18t" day of July, 2000. WITNESSETH: WHEREAS, the CITY and FUNB entered into an Agreement dated August 22, 1995, relating to providing banking services to the City of Tamarac; and WHEREAS, FUNB has expressed a strong desire to have a long term mutually rewarding relationship with the CITY. Temp Reso #9048 June 2, 2000 Exhibit (1) Page 2 NOW, THEREFORE, the City and FUNS, agree as follows: 1) Pursuant to Section 1.0 of the August 22, 1995 Agreement, the Agreement is extended for one additional year commencing August 22, 2000 and terminating August 22, 2001. 2) All other terms of the August 22, 1995 Agreement continue in effect unchanged and as previously agreed. IN WITNESS WHEREOF, the parties hereby have made and executed this Addendum to Agreement on the respective dates under each signature, the City of Tamarac signing through its City Manager and its City Commission signing by and through its Mayor, Joe Schreiber, and First Union National Bank signing by and through its Vice President of Government Banking, Paul Vincent duly authorized to execute same. CITY TAM A C BY JO CHREIBER, MAYOR JEF EY L. LE , CITY MANAGER Temp Reso #9048 June 2, 2000 Exhibit (1) Page 3 ATTEST: ,7 MARION SW EN ON, rm, If+Tf-RtMt QITY CLERK v/'Appro ednd sufficiency �. MICH -L . K FT -ILI CITY ATTO Y Date: U �✓ FIRST UNION NATION4L BANK BY PAUL VINCENT VICE PRESIDENT, GOVERNMENT BANKING Date: 18t" July, 2000 STATE OF FLORIDA COUNTY OF BROWARD The foregoing instrument was acknowledged before me this 181" day of July, 2000, by Paul F. Vincent, who is personally known to me or who has produced Florida Driver License # V525686550210 as identification. Notary Public -- State of Florida PAMELA RAWALAWAN MY COMMISSION # CC 944M EXPIRES' Jun 13, 2004 120D 9-NOTARY FL NWgry Sprvlce & Borang, Im r Name, typed or printed: Pamela Ramkalawan My commission expires: June 13t" 2004 Temp Reso #9048 June 2, 2000 Exhibit (1) Page 1 ADDENDUM TO AUGUST 22, 1995 AGREEMENT BETWEEN THE CITY OF TAMARAC AND FIRST UNION NATIONAL BANK FOR PROVIDING BANKING SERVICES This Addendum to the August 22, 1995 Agreement between the City of Tamarac (hereinafter "City") and First Union National Bank (hereinafter "FUNB"), is made and entered into this 18t" day of July, 2000. MylI1►1*:1.y:11a WHEREAS, the CITY and FUNB entered into an Agreement dated August 22, 1995, relating to providing banking services to the City of Tamarac; and WHEREAS, FUNB has expressed a strong desire to have a long term mutually rewarding relationship with the CITY. Temp Reso #9048 June 2, 2000 Exhibit (1) Page 2 NOW, THEREFORE, the City and FUNB, agree as follows: 1) Pursuant to Section 1.0 of the August 22, 1995 Agreement, the Agreement is extended for one additional year commencing August 22, 2000 and terminating August 22, 2001. 2) All other terms of the August 22, 1995 Agreement continue in effect unchanged and as previously agreed. IN WITNESS WHEREOF, the parties hereby have made and executed this Addendum to Agreement on the respective dates under each signature, the City of Tamarac signing through its City Manager and its City Commission signing by and through its Mayor, Joe Schreiber, and First Union National Bank signing by and through its Vice President of Government Banking, Paul Vincent duly authorized to execute same. CITY TAMA C BY J01t9CHREIBER, MAYOR JE ,PKAEY L. LE , CITY MANAGER Temp Reso #9048 June 2, 2000 Exhibit (1) Page 3 ATTEST: 7 MARION SWEN ON, YY FPdRtbT CITY CLER�C _ V Appro ed ,fI nd sufficiency - MICHtCL 8. KFJAFT CJTY ATT DO Y �i �✓ ate. FIRST UNICW NATION` BANK BY PAUL VINCENT VICE PRESIDENT, GOVERNMENT BANKING Date: 181h July, 2000 STATE OF FLORIDA COUNTY OF BROWARD The foregoing instrument was acknowledged before me this 18th day of July, 2000, by Paul F. Vincent, who is personally known to me or who has produced Florida Driver License # V525686550210 as identification. Notary Public -- State of Florida PAMELA RAMKALAWAN MY COMMISSION # CC 944979 EXPIRES: Jun 13, 2004 1,8063-NOTARY R Notary Service & Bond "Q, Inn. Name, typed or printed: Pamela Ramkalawan My commission expires: June, 13th 2004 ip EXHIBIT (2) Temp. Reso. � 7054 TEMP RESO #9048 June 2, 2000 ✓ CITY OF TAMARAC. FLORIDA RESOLUTION NO. R-95- Sg A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC. FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO FINALIZE AND EXECUTE AN AGREEMENT BETIrVEEN 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 RRQVIDINQ FOR AbLEFFECTIVE Q6TE- WHEREAS, the current banking services contract with SunBank has been ,n effect for approximately eight years: and WHEREAS. banking services have cnanged during the life of the ccntrac, sc tt-at certain upgraded and modern services avaiiaeie are not coverea -noer --=- contract ,.vith SunBank: and WHEREAS, the current banking services contract with SunBank does nc-, crovide for or accommodate changes in service; and WHEREAS, the City's current depositor,, SunBank. is not paying the C:t•r interest on funds deposited which are in excess of funds needed to compensate tr;e wY';K ;Cr its services: and LJ H Temp. Reso. # 7054 0 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 1T RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA- SECTION 1 The foregoing "WHEREAS" clauses are herebv ratified and confirmed as being true and correct and is hereby made a specific pan of this Resolution. 5ECT10N 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 Attomey. • • PASSED, ADOPTED AND APPROVED this a2G ATTEST: CAROL A. EVANS CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. CITY ATTORNEY sdh/kmW/sar C Temp. Reso. # 7054 day of 14� 1995. Off -u' NORMAN ABRAMOWITZ MAYOR RECORD OF COMMISSIOr4 VC —jr MAYOR ABRAMOWITZ ± OIST. I: V i M KATZ jt2 DIST. 2: COMM. MISHKIN DW. 3: COMM. SCHREIBER i DIST. 4: COMM. MACHEK � 5 A CITY OF TAMARAC, FLORIDA MASTER AGREEMENT FOR BANKING SERVICES WHEREAS, this Master Agreement for Banking Services (hereinafter "Agreement') is mace in the .=/ ,' _ day of /`t_�1 `�L 1995, by and between the City of Tamarac. a Municipal Corporation of the State of Florida. neremafter the CITY ana 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 ana the BANK agree to the following Terms and Conditions. as specified in Section A below. and to the following Scooe of Work, as specified in Section B below: SECTION A - TERMS -AND CONDITIONS The banking services agreement shall commence on P,_- - :� 1995 and shall terminate five years after the date of commencement, on P Z,;l 2000. The CITY, at its option and penaing a mutual agreement between the CITY and the BANK, may renew the contract for two additionai one-year periods. Any renewal is contingent uoen satisfactory performance by the BANK for the previous year as determined by the CITY. All prices as specified in Exhibit A shall remain firm througnout the initial five-year cc == -enod. but may be modified by mutual written agreement of the parties for any suosequent renewal oenod. All other terms and conditions shall remain firm througnout the initial five-year ccntract cenca and any subsequent renewal period unless modified by mutual written agreement of the parries. During the contract term, the CITY may renegotiate with the depository banK sucn additions, deletions, or changes to the Agreement as may be necessitated by law or changed circumstances. In the event the CITY ane the BANK cannot come to a mutual agreement on any sucn addition. deletion or change, that portion of the Agreement concemma the desires addition, ceietion or change, shall be terminated. L� The CITY reserves the ngnt to establish bank accounts with other financial institutions or procure additional financial services from other institutions as neened. 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 terns. conditions and pricing without penalty or oimrnution of on-ggrng banking services as ccntarnec herein. is Unless otherwise specifically indicated. all subsidiary agreements. including, but not limited to those listed in SECTION B, 10.0. shall be effective for the penoc of time indicated in oaragrapn 1 above. �1 LJ C] TERMINATION OF CONTRACT Either parry may terminate this Agreement at any time upon 120 days written notice. wn!ch is to be provided by certified mail, return rece►ot requested. to the appropriate designated reoresentative. IQ BR9ACH OF ONTRACT This Section. if invoked. shall take precedence over section 2.0. In the event of a breacn of contract by the BANK or unsatisfactory performance as determined by the Finance Director or n!s designee as indicated in Subsection 6.0 below (hereinafter "designated representative'), or 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 breacn. the City shall, upon written notice to the BANK by certified mail, return receipt reauested. 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 breacn or unsatisfactory performance. The BANK. however. will not be held responsible for any breacn of failure wnich 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. 12, of �.(oilI--f-1-1" Us 4 WIN P The CITY expects the BANK's service to the CITY to be continuous and uninterru Died. 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 suocc—mractors or assignees and without their fault or negligence. Such causes include. but are not iimitea tc acts of GOD, natural or public health emergencies. ano abnormally severe ano unusual weauler c--no!tions. Upon the BANK's request. the CITY shall consider the facts ano extent of anv failure = cerform the work and, if the BANK's failure to oerform was without fault or negligence. ail affecteo t:.'-.v►sions of the Agreement shall be revises acccroingly, subject to the CITY's rights to change. terminate. cr stop any or all work at any time. In recognition of the fact that some of the services to be provided by the BANK unaer this Agreement require the related performance of services oy the Federal Reserve System. the CITY agrees that the BANK shall not be liable for loss or damage of any kind resulting from any aeiay in the performance of or failure to perform the BANK's resoons!biiities hereunder cue to de!ays of failures by the Federal Reserve System so long as the BANK exercises its best efforts to correct —. a oroolem. 0 5 Q S CONTRACTTNG AND ASSIGNMENT OF PERFORMANCE BANK shall not subcontract anv services or work to be orovided to the CITY without the prior wntten approval of the CITY. The CITY reserves the right to accept the use of a subcontractor or to reject the selection of a particular subcontractor and to inspect all facilities of any subcontractor in order to make a determination as to the caoability of the suocontractor to perform property 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 parry hereto. nor shall it be construea as giving any rights or oenems 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 suocantm=r or assignee, and warrants that any subcontractor or assignee shall adhere to ail 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. Ln DESIGNATED TATN The following individuals are designated to represent the BANK ano the CITY resbectiveiv on ail matters conceming the Agreement: For the BANK: Karen Leikert, Vice President Commercial Banking Jody Miller, CCM Vice President. Cash Mgmt. Div. Maryann Bums, 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 eacn other as quickly as oossible of any changes in their designated representatives. • 3 C CITY's Risk Manager prior to the commencement of the work to be performed under this Agreement Policies snail be issueo by companies authorized to do business under the laws of the State of Honda and shall have adequate oolicyholders 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 aiven to the CITY. In the event the Certificate of Insurance provided indicates that the insurance shall terminate and lapse auring 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 penod 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 onainaily intended deposit. Ledger credit will be provided in the total amount of the intended deposit even in the event the denosrt cannot be 100% reconstructed. 21 APPLICABILITY OF FED , RAL. STAIg, AND LOCAL LAWSIFEDERAL COURT _RUL 1 14G$ . All applicable laws and regulations of the United States and the State of Florida. and ail 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 HANK 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 acccmoanyma Affidavit and Resolution) and the Public Depository Pledge Agreement (To Secure Public Dedosit5 Pursuant to the Florida Security for Public Deposit Act) between First Union National Bank of Flonoa ana Chemtcai Bank as Custodian dated 03-19-93. The BANK shall orov)de copies of said agreements to the CITY. = ACCES T RECORDS The CITY, or its authorized representatives, shall have access to the books and records malrimmea by the BANK concerning the CITY's accounts unless any applicable Federal or State oanking taws 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 r 3) years. or longer if required by the applicable regulatory bodies. M 16.0 FLAN M "I] M ADHERgNCE TO OTHER AGREEMENTS By way of its appointment by the CITY to be its principal bank. BANK agrees that it will adhere to ail requirements containea in all the agreements referenced as Exhibits ana Attachments to this Agreement as they pertain to any services that the BANK performs for and on the benaif of the CITY. BANK understands that all of the terms contained in the Attachments are maae part of this Agreement. The BANK also agrees that the CITY's Request for Proposai. as amended, and the BANK's response are incorporated herein in their entireties by reference. INTERPRMTION OF CONELICTS IN TgRM5 AND CONDMONS 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 8 of the Master Agreement for Banking Services shalt 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 C17Y's Reauest for Proposal and the BANK's Proposal. then the terms found in the signed agreements shall take oreceaence as described in the previous paragraph. REriAEiM This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Broward County. No remedy herein conferrea upon any parry 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 martial exercise by arty party of any right, power, or remedy hereunder shalt preclude any other or further exercise thereof. N C Whenever either party desires to give notice unto any other party. it must be aiven ov written notice. sent by registereo U.S. mail. with return receipt requested. aaaressed to the oarty for wnorn it is intended. at the place last snecmed. ana the oersons ana places for giving of notice snail remain sucn until they shall have been changed by written notice in compliance with the orovisions of this paragraph. For the present. the parties desianate the following as the respective oersons and places for giving of notice, to wit: City Manager City of Tamarac 7525 NW 88 Avenue Tamarac, FL 33321-2401 Wlth Copies-tg:, City Attorney City of Tamarac 7525 NW 88 Avenue Tamarac. FL 33321-2401 AS5_ GNMENT TO SUCCESSORS BANK Karen Leikert First Union National Bank 77 East Camino Real Boca Raton. FL 33432 All assignments of this agreement to successors shall require the aoproval of the CITY COMMISSION by duly enacted resolution. The CITY reserves the right to terminate this agreement immeciatefy upon the acquisition of First Union National Bank of Florida by another financial institution. T-e 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 unfavoraoie to the C17Y witnout the CITY's written consent ano agreement. • • • 7 • • 1.2 AUTOMATED SWEEPIOVERNIGHT REPURCHASE AGREEMENT Under the Master ConcentrationiZero Balance Account structure, the collected balance remaining in the Master Concentration Account at the close of each business day is to be automaticaily invested ovemight 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 eamea and credited to the CiTY's Master Concentration Account on a daily basis. The auwmatea sweep investment service will capture any wire transactions posted that business day to the CITTs account The Federal Reserve Board Regulation 0 exempts overnight repurchase agreements from reserve requirements. The BANK shall coilateralize the overnight Repo at 101% of the repurchased amount. The basis for calculating the interest rate paid an the overnight Reoo snail be the Effective Federai Funas Rate established daily by the Federal Reserve Board, as oublished in its Statistical Release. rrinus 25 basis ooints. 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 ano records to show the CITY's ownership of the securities. The BANK will provide the CITY daily with a connmmation of the securities purchased which wiii show the interest rate. amount invested, and collateral posted, and evidence the CITY's ownersnin of the securities. The lack of satisfactory evidence of ownership and sufficiency of marKet value, as determined by the CITY, shall constitute breach of this contract. The BANK wiii also crovide a monthly summary statement showing the activity of the sweep account. The comesocncing debits ano credits to the Master Concentration Account wiii aeoear on the monthly banK stateme.n.ts z—r the account. No AddjtLQp_a+ Charges: The CITY is not to be charged for daily account transfers cr'cr issuing safekeeping receipts. This agreement in no way impedes the City from purchasing other investments throuan any Other financial institution or broker it deems appropriate. including the BANK. L 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 passworo- protected to ensure security and confidentiality. Addibonai 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 ail 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 inccmina wires into any of its acccunts to be mailed within one nusiness day of the transaction. Intemai Account Transfers: Copies of the debit and credit advices corresponding to the transfer to be mailed within one business day of the transaction for ail transactions conducted not using the "PC INVISiON" system. Transactions conducted using the "PC INVISION" shall not require a mailed confirmation. Such a confirmation can be printed at the time of the transaction. Regular Deposits: A validated receipt evidencing the 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 descnption 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 ousiness aav 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 allowance rate. divided by 365 days (366 for leap year), multiplied by the number of days in the month for wnich the cnarges are being billed. ice Credit: Total service fees deducted from the investment eaminas credit. The analysis statement shall show ail unit costs, quantities, and unit extensions. It shall be mathemaucally 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 cnarges, nor will the CITY ac mpt 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 Govemmentai regulatory agencies, or if the CITY requires services which were specifically excluded from pridng such as Lock Box Services, or Armored Courier Services. 1.8 OTHER ACCOUNTS The CITY currently has no other accounts which are to be coverea 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. 0 7,Q AgCOUNT C1 IATION SERVICES L` 2.1 PARTIAL RECONCILEMENT In accordance with the Account Reconcilement -Output Fite Format -Data Transmission (Attacnment B), the CITY shall be provided with a listing of all checks paid eacn month. This report shall show the check number, dollar amount of the check and the date the check was paid. The report will show ail checks for which a stop payment orcer has been placed. In addition. the BANK wiii provide to the CITY a list of all miscellaneous aebits ano credits for each account. This outout wiii be crovidea both in hard copy (paper) ana in electronic format compatible with the CITY's requirements. T' �e CITY agrees that all checks snail be maa_neticaily coded to include correct routriaitransit. aoccunt ano senal numbers. r 2.2 MONTHLY REPORTING All reporting by the BANK to the CITY shall be based on the Calencar month. All cutoff dates snail be the last day of the calendar month. 13 3.3 CLEARANCE OF FOREIGN ITEMS 0 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 suoiect to charge oack to the CITY. The foreign collection items will be at no charge to the city (other than standard Der item transaction fees as described in Exhibit A1. 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 decosit keys and other necessary supplies. 3.6 SAFE DEPOSIT BOXES The CITY does not currently have need of or reduire 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 aopropnate in order to insure that the CITY shall be able to make deposits in a timely manner. b. disposable deposit bags as appropnate. • 15 .7 • New auditions to the direct deposit file may require are -note, zero -dollar transactions to ensure the accuracy of the information transmitted. The receiving bank has ten business days to respond with any reiections or corrections. After the pre -note penod. a "live" transaction will then oe initiated between the BANK and the receiving bank. 4.3 OTHER ACH SERVICES The CITY receives by way of ACH various receipts from the State and Federal governments and may receive other such payments from time to time. The BANK shall process the CITY's ACH credits ono 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. U 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 CIT Ts 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 Cl7rs employees may eiect 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 casn handiing 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 U COMMUNITY DEVELOPMENT AND REINVESTMENT PROGRAM The BANK will take affirmative actions to implement the Federai Community Reinvestment Act (CRA) programs within the corporate limits of Tamarac. The bank agrees to provide auarterly 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 ana community reinvestment programs. Such reports shall detail the number and amount of commerciai. housing and consumer loans made within Tamarac by Federal census tract or by some other geographic identification approved by the CITY. The BANK shall act as custodian of the CITY's investment securities and any other property deposited with it in accordance with the Custodian Agreement (Attachment F) between the CITY ana BANK and subject at all times to the instructions of the Finance Director or his designated representative. 10.0 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 8: Insurance Requirements C: Formula for Calculating Reouired Monthly Comnensating Balance D: City Employee Hank Account Services ATTACHMENTS A: Master Repurchase Agreement (With Additions. Annex i. and Annex d) B: Account Reconcilement -Output File Format -Data Transmission C: Funds Transfer Agreement (With Exceptions and Scheouies 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 CITY OF TAMARAC FIRST UNION CHARGES FOR 10 GENERAL BANKING SERVICES #X111=1>riil�,.1 CHARGE DE5CR1PTIQLV MQNTHLY PER ITEM D AI 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 $0.060 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 Retumed $3.000 cer 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 Wre Transfers - Out Non -repetitive $5.000 per item Wre Transfers - Internal $2.000 per item Wre 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 Sweet) $75.000 per month PC Invision Package $75.000 per month PC Invision Wre Module $50.000 per mcntn PAGE 21 C:TY OF TAMARAC FIRST UNION CHARGES FOR GENERAL BANKING SERVICES nE5LBIPTIO Incoming Wre Report Cash Deposit Processing per $1.000 Currency Suppiied/Strap Coin Supplied/Roll FDIC per $1.000 avg ledger bat • 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-ITA WIRE TRANSFER -EA NON DOA 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) Manuai Credit Card Impnnter ELECTr:ONIC DRAFT CAPTURE — MONTHLY $1.000 $0.160 $2.000 $3.000 EXHIBIT - A CHARGE EEE IT D_EIIL per item $0.900 $0.650 $0.100 $0.000 per event For the amount of the overdraft. the CITY shah be charged at a rate equal to the earnings rate on the Automated Investment Service. $15.000 $8.000 per dam $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 50.250 per transaction 3.00% of gross amount minimum monthly charge $0.400 per transaction $0.300 per transaction S40.000 -ne time purchase PAGE 27 Ours-Ob-ae 1 1 = qe k xXUM = eUNW GOV Y' SNKG I D = 56133 3959 PAGE 2/6 ,.Y OF TAMARAC EXHIBIT - A IRST UNION CHARGES FOR GENERAL BANKING SERVICES • DESCRIPTION Discount Rate Discount Fee Authorization costs One TI-ane Programmingfinstallation fee RENT Tranz 330 Terminal RENT Printer 250 PURCHASE Tranz 330 Terminal PURCHASE Printer 250 CHANGE MONTHLY aR 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 #_ wimprinted sales drafts "* Pricing assumes: $100.00 average ticket $100.000.00 annual volume Electronic authorization and draft capture support through YrsaNet netwodc 100'/a Capture utilizing Point of Sale Temlinal Daily EDC settlements Retention of paper Media by City of Tarnarac • PAGE 23 CITY OF TAMARAC EXHIBIT - B BANKING SERVICES AGREEMENT SCHEDULE CIF INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS The BANK shall maintain at least the following minimum insurance requirements throughout the life of this Agreement: TYPE OF CO-IERAQE Bankers Blanket Bond Errors and Omissions 24 MINIMUM LIMITE $100.000.000 $ 1.000.000 r1 n L� • JUN-OS-00 11:40 FROM=FUNB GOVT BNKG ID=5613363959 PAGE 3/9 • EXHIBIT - C 11 PAYMENT F R SERVIC S Compensating balances are calculated monthly based on the dollar amount of services utilized and the earnings credit rate_ The earnings credit rate is calculated monthly based on the previous month's average of the 90-day Treasury Bill discount rate. The compensating balance requirement is calculated as follows: T_ offal Monthly Service Charge ((ECR X p ) X 0 - RR)) 365 ECR = Earnings Credit Rate D = Number of Days in the month 365 - Number of Days in the year RR = Reserve Requirement (Currently 9 D% on demand accounts, D% on non interest bearing deposit accounts) Through First Union's account analysis system, either method of payment - "softdollar " or "spedfiic 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 'to% 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 EXHIBIT - D 0 REFERRED EMPLOYEE RELATIONSHIP KIT In an effort to establish a total relationship, First Union is proud to offer the employees of the City our Preferred Employee Relationship Kit (PERK). PERK is a complete personal banking account service, which provides substantial savings to your employees as a result of the City's banking relationship. The PERK pacxage offers three different levels of benefits tailored for your individual employee's needs: Basic. Standard. or Premium. Each employee's account will be identified as an employee of a preferred bank customer and will contain First Union's written guarantee of satisfaction. BASIC PERK FEATURES; ► SAFEKEEPING CHECKING ACCOUNT For your employees' convenience. First Union will store their canceled checks and save them the trouble of keeping up with them. Should they ever need a copy for any reason, one may oe 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 ccmes with an attractive checkbook cover. • OVERDRAFT PROTECTION Once approved. your emoloyees can link their checking account to an instant Cash Reserve. Money Market. another personal account, or a credit caro. . ■ 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 aoove services for employees of the city at NO CHARGE_ 11 04.1 .JUN-05-00 11=41 FROM=FUMB GOVT BMKG ID=5613383959 PAGE 4/6 • • STANDARD PERK EXHIBIT - D PAGE 2of3 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. 550% OFF -iRAVELEWS CHECKS, MONEY ORDERS, AND CASHIER'S CHECKS A substantial savings, providing Yz 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 721/10 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 boat with Standard PERK. NO MONTtiLY FEE IF THE EMPLOYEE MAINTAINS: $750.00 Daily Balance in a PERK checking account OR $5,000.00 Daly 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 emoloyees will receive a Gold carp of their cncice with attractive rates. a credit limit of at least $5.000, czsn advance capability. 24 hour emergencv assistance. ana 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 CASHIER75 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 rr, summanzma 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 Combineo Balances in CheckingiSavinasiCDnRA OR Your employee may simply pay $12.00 month for this package. `Upon proper credit approval. go JUN-05-00 11:48 FROM:FUNB GOVT BNKG ID:SG13363559 PAGE 7/12 ATTACHMENT A Public Securities Association go40 Broad Street, New York, NY 10004-2373 Telephone (212) 809-7000 MASTER REPURCHASE AGREEMENT Dated AS of Between: and 1. Applicability From time to time the parties hereto may enter into transactions in which one party ("Seller") agrees to transfer to the other ("Buyer") securities or financial instruments ("Securities") against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a'Transaction" and shall be governed by this Agreement, including any supplemental.terms or conditions contained in Annex 1 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 rase 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 parry 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 matting 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; (Q "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 dosing 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 exxcluding) the date of determination (reduced by 0) "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 Duoiisned in The Vva!! Sfreer Joumai: (1) "Purchase Date". the date on wnich Purcnasea Securities are transferrea by Seller to Buyer: (m) "Purchase Price", (i) on the Purchase Date, the price at wnicn Purchased Securities are transferrea by Seller to Buyer, and (ii) therearter. such once 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 transferrea by Seller to Buyer pursuant to Paragraph 4(a) hereof or applied to reduce Sellers coligations 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 "Purcnasea Securities with respect to any Transaction at any time aiso shall include Additionai Purchased Securities deliverea pursuant to Paragraph 4(a) and shall exciude 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 transferrea 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 Paragraphl, agreed to by Buyer and Seller pnor to entenng into the Transaction. to the Repurchase Price for such Transaction as of sucn 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 transferrea 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), identity 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 snail prevail. (c) In the case of Transactions terminable upon demand. such cemano shall be made oy Buyer or Seller. no later than such time as is customary in accordance with marKet oractice. by teleonone or otherwise on or pnor to the business day on which such termination will be effective. On the sate specified in sucn demand. or on the date fixed for termination in the case of Transactions navina a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to. or applied to the obligations of. Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer. 4. Margin Maintenance (a) if at any time the aggregate Market Value of all Purchasea Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyers Margin Amount for ail 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 reasonaoiv accemaole to Buyer ("Additional Purcnaseo Securities"), so that the cash and aggregate Market Value of the Purcnasea Securities, including any such Additional Purcnaseo Securities. wail thereupon eauai or exceed such aggregate Buyers Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller). (b) If at any time the aggregate Market Value of all Purcnasea Securities subject to ail 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 ny notice to Buyer reoutre Buyer in sucn Transactions. at Buyer s option, to transfer cash or Purchased Securities to Seller. so that the aggregate Market 491 Value of the Purchased Securities, after deduction of anv such casn or anv Purchased Securities so transferrea, will thereupon not exceed sucn aggregate Sellers Margin Amount iincreasea by the amount of any Margin Excess as of such date arising from any Transactions in which sucn Seller is acting as auver►. (c) Any cash transterrea oursuant to this Paragraph shall be attriouted to such Transactions as snail be agreed upon by Buyer and Seller. 30 JUN-Ids-00 11 :50 FROM:FUNK GOVT HNKG tD:56133e3559 PAGE 9/12 (d) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer or Seller (or both) under subparagraphs (a) and (b) of this Paragraph may be exercised only where a Margin Deficit or Margin Excess exceeds a Specified dollar amount or a specified percentage of the Repurchase Prices for such Transactions (which amount or percentage shall be agreed to by Buyer and Seller prior to entering into any such Transactions). (e) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer and Seller under subparagraphs (a) and (b) of this Paragraph to require the elimination of a Margin Deficit or a Margin Excess, as the case may be, may be exercised whenever such a Margin Deficit or Margin Excess exists with respect to any single Transaction hereunder (calculated without regard to any other Transaction outstanding under this Agreement). 5. Income Payments Where a particular Transaction's term extends over an income payment date on the Securities subject to that Transaction. Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date such income is payable either (1) 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 transferrers 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. i. Payment and Transfer 18 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, (!!) 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 "13 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 Sellers 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_FR. §403.4(e) if Salley is a gavemment securities broker or dealer other than a fuser== institution. JUN-OS-00 11:51 FROM:FUNB GOVT BNKG ID:5B133e3959 PAGE 10/12 9. Substitution (a) Seller may, subject to agreement with and acceptance by Buyer, substitute other Securities for any Purchased Securities. Such substitution shall be made by transfer to Buyer of such other Securities and transfer to Seller of such Purchased Securities. After substitution, the substituted Securities shall be deemed to be Purchased Securities. (b) in Transactions in which the Seller retains custody of Purchased Securities, the parties expressly agree that Buyer shall be deemed, for purposes of subparagraph (a) of this Paragraph, to have agreed to and accepted in this Agreement substitution by Seller of other Securities for Purchased Securities; provided, however, that such other Securities 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, (N) 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 falls, 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"): 0 (a.) At the option of the nondefaulting parry, exercised by written notice to the defaulting parry (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)(1) of this Paragraph, and (C) any amounts credited to the account of the defaulting party pursuant to subparagraph (e) of this Paragraph) on a 360 day per year basis for the actual number of days during the period from and including the date of the Event of Default giving rise to such option to but excluding the date of payment of the Repurchase Price as so increased, (iii) all Income paid after such exercise or deemed exercise shall be retained by the nondefaulting party and applied to the aggregate unpaid Repurchase Prices owed by the defaulting party, and (iv) the defaulting party shall immediately deliver to the nondefaulting party any Purchased Securities subject to such Transactions then in the defaulting party's possession. (c) In all Transactions in which the defaulting party is acting as Buyer, upon tender by the nondefaulting party of payment of the aggregate Repurchase Prices for all such Transactions, the defaulting party's right, title and interest in all Purchased Securities subject to such Transactions shall be deemed transferred to the nondefaulting parry, and the defaulting party shall deliver all such Purchased Securities to the nondefaulting party- (d) After one business day's notice to the defaulting party (which notice need not be given if an Act of Insolvency shall have occurred, and which may be the notice given under subparagraph (a) of this Paragraph or the notice referred to in clause (ii) of the first sentence of this Paragraph), the nondefaulting party may: (i) as to Transactions in which the defaulting parry is acting as Seller, (A) immediately sell, in a recognized market at such price or prices as the nondefaulting 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 JUN-05-00 11:51 FROM:FUNB GOVT BNKG ID:5613363959 PAGE 11/12 or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Securities, to give the defaulting party credit for such Purchased Securities in an amount equal to the price therefor on such date, obtained from a generally recognized source or the most recent dosing bid quotation from such a source, against the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder; and (ii) as to Transactions in which the defaulting party is acting as Buyer, (A) purchase securities ("Replacement Securities-) of the same class and amount as any Purchased Securities that are not delivered by the defaulting party to the nondefaulting party as required hereunder or (S) in its sole discretion elect, in lieu of purchasing Replacement Securities, to be deemed to have purchased Replacement Securities at the price therefor on such date, obtained from a generally recognized source or the most recent closing bid quotation from such a source. (e) As to Transactions in which the defaulting party is acting as Buyer, the defaulting party shall be liable to the nondefaulting party (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 shalt 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. $uch 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 parry 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 (ii!) 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 If attached hereto. 14. Entire Agreement; Severabiiity 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 shalt 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 Try.,..-....:.,. ., UN-Ob-ae 1 1 : b;d eXUM = FUNB GOVT BNKG i D = 561 3383955 RAGE 1 2/ 1 2 16. Governing Law 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 parry shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective unless and until such shall be in writing and duty 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 CERiSA") 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 Partyshall 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 onty 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 (1) to represent to Buyer that since the date of Seller's latest such financial statements, there has been no material adverse change in Seller's financial condition which Seller has not disclosed to Buyer, and (ii) to agree to provide Buyer with future audited and unaudited statements of its financial condition as they are issued, so long as it is a Seller in any outstanding Transaction involving a Plan Party. 19_ Intent (a) The parties recognize that each Transaction is a "repurchase agreement" as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a "securities contract" as that term is defined in Section 741 of Title 11 of the United States Code, as amended. (b) It is understood that either party's right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof, is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title i 1 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 ("SIM) 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 (=ederal Savings and Loan Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable. [Name of Party] BY - Title Date [Name of Party] By Title Date LJ • �n CiTY OF TAMARAC, FLORIDA MASTER REPURCHASE AGREEIMENT ANNEX I Supplemental Terms and Conditions 1. GOVERNING LAW The laws of the State of Florida govern ail transactions pursuant to this agreement. The parties acknowledge that ail 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. 0 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 Buyers 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 tc 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) caiendar days of receipt of such notice. 36 JUN-05-00 11:41 FROM:FUNB G0VT BNKG ID:5613383959 PACE 8/8 C! 5, 7. (c) By entering into a transaction pursuant to this agreement, Seller shall be deemed to represent to Buyer that since the date of Seller's latest financial statements, there has been no material adverse change in Seller's financial condition which Seller has not disclosed to Buyer, and Seiler further agrees to provide Buyer with future audited and unaudited statements of financial condition upon request. SUBSTITUTIONS Notwithstanding the provisions of paragraph 8, no security may be substituted for the Purchased Securities. 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. MARGIN MAINTENANCE For overnight repurchase agreements, a custodian or the Seller shall maintain the required margin amount. The required margin ratios shall be increased as mutually agreed in writing to compensate for possible market price tosses or gains. If the dealer does not mark daily, the margin ratios shall be increased. 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 • r1 • CITY OF TAMARAC, FLORIDA MASTER REPURCHASE AGREEMENT ANNEX II 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. L.eikert Vice President Commercial Banking First Union National Bank of Florida 77 East Camino Real Boca Raton, Florida 33432 (407) 338-3908 (800) 899-3430 C� qzY Mitchei! S. Kraft City Attorney 7525 NW 88th Ave Tamarac. Florida 33321 (305) 724-1318 FUNDS i r ANS�'- AGREEMENT "his Funas Temnslar ^a Or Ares 'Agrer.r.enrn torwnrs vow .ace of a'le mares farm:+ evelem of Ira a..er y.oaagra reef fob Me gin I Union Nomerm derma vats -Banaa'1. BY *Nor"mrs ^armenrrw. "■a you agree so tie smicirang arms alf ca+araerr. omit it0 7 OtnMrwea amllnao Retain. Wa wee umaa in mar Agramrnwa ante 111 naN fM nMwwq aawgrlwr pr Will sum will M �Ien Wna is kerua. or A none acancome. In ma reform Assertive demo Aloquuoon d. Amaae/e idr Ponnons adwa. You agree to tuman ■ cwh0lmmae First Union Furlas Triter AUvhansmnw% rCrmn IV* 'Auum =mpon rorm'1 won me exaoudan of cMm Aoreernmr" ens fiem amo la ogre Mawr you redMael CAROM. pre Auvwnmaan Form is rnewcarame lily Ierwr invis andi mace a Dart of this Agrswne"C Rem AunoraZSDOn Fafm tDamnam wagon Of vaur aeowa m=mLwm ripe "ng leer w SUINVU q Rana transfers mxxCltifarq ill tin Agtaw"erw. RRO a Sesames tine rlafaes or Set Cerectu, woom you DAMCfl7111 In mow aarnrw toM3 M S on tour petrma ,.Aug xxllwO f'IsaessrwodrM`i. Ail R1CeliCAOafe awls Donations in Ile AUdsaraman Form /Rum& Dal in wrong. @seer= A you wuaalbf{>J bank So aaaaot arm nstrumar q aewlls true native at al AiamlOrme Aeaaaareaow. you aquae n Serve dance imm lx m :rain aOnamnaptwt at sum asomm . Selamo r pnvaaaams, Schildsmor A. B w C as aogliaabkr in sdagflio rrwm am ,opine E e praoseuaran CSMErav Pfeawmwm't Wmicrl you are Conk will name sgrwd Ea we tM praoMaa sarmum OMMe— OV you. 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You same awe tit s Da yelom order aslant bmisoewry wwurmmtwmrvw names and aemwm nurns m - faarlwe nwv ell trace rho aeteae iary If cane Do one meats at ne aemwa nLuvmw. were a Ina Sex 1ILMk et nangW a Owson O"A ent IN Ina Ramos Owe —mv area 11-811 obligation tm may tine aaanvem draw snam not Do eacuand N ne :tor. 12. ktsraa CofrrmermsL in i of •va of trial sane snau be mama to eau stit •r-.&, oanermaaen uner eve Agreement Of Or Sao-- levy. rrwME sn4, CaMWatmo an ale onac or M evareas reastal runes haw spy am Voting treat` you Dgfmw nM dons may. r Ice sae action. Dsv auefie"coeaormaamn as :clic 1) by Sump awn aaynfent of Dean. or 42) by provfefnq a serf q roar apGurti 111011116 14. Henri Trwrtor Swstiry Melt cans may eaeeute Davmmlerre Oman. ail as tTvfsSgn FEDVARE. CMWS or ACH. •unreel rune frrAar ersrafs fwv aAeramlg nmaa era gq AmRmq n• egrefeon ar Vow OWWWN «ewes. 15. Noreas. Am smeary roan or salter am"— fringes E r C"'Weden s gin undar•fnlf Aglsefarve anss tie cowman. or Sam air tJRAars sides poa�gw o►saala. and o to Ban,L mmarO"mm lmtie ba wmgrngae4 f» r ovr Orear or to enema Transmit LleaanmenL - MnalDalaa In Eno idlaatmo p . If Is you. at your Samoan at musiLaSO on sane S r ecora s. NDew q A10010 ucan no War sin tors Isl &Wuunq airs Eftef 9r1R a aaX+al 1 m t naefa. . Is. Irawra lmonof pavamrrae. Cmem for ne firs "? o UU the dL Q Same.Umt tr main , Dodem a waft ' m e ewraraw bow bsnAsDlry mcC o i7 a for pole OVAnay. the DaRast3Ary s toss Ina" wea m ace brefsax sm in immm furmRlr at tie DEARS DUVfvg rate of oamuangs SI . tytessrs, tit a veto nmem oumwl1n Mo~ /w comocno 0 a VMS Maemaoww- Z may sera: aRPfmpo*mo reMaMo q Vire r000r mMm gas dew. rrrinrrw Puts Fareen awrwwv consent Brows moo ante to Ina roauou of tie woaomm. and. It donsfaa. Oats fray fencer or amwu orbs► comma ne jrw R" v in made. CinA snag rivir no rabbet n n Is unSAN. for reason. to to new or snore on order. All wins Of u.S- :.C11ir broom anal W v U.S. GDllr arhOUnL Awkwass of'Croton Culrerwl DfCfn snap Do in Ire ar"ou U.S. AWlmms awl can be Douant -or nw mrelen CvrIRACV Mfwurd At darn a Ctiarent ralo at easnarrge. I M rldrlaaiDr mars Ins as tma el loss ouw W sYC:Z in rho rate of asarafow. NO fsAEfS, fees sns11 De raAreoo- 7-he OnCali'' resconswe mar any cnarges termed is Cancel Mu6n at amernernell C► Tf S' cunwwv armor. 17. Erd ne Aararrart this Aareemorn and fie tern, or vow Omespaaot s Aerset :pelt a anrMurpermarM nwern av refermtvaw. Crmnitralioa sea mrxrn orotserrvetr rC.. Sam regesnrye fins use of date E RInsA f mast", sverrrs. it any ltrvttpfnoHMtnev • behrrrrr ne Creaaergr s Agremm eat pre eve Agremnva"L Men Mw tern, C. Agreement Milan tenet. No morraenu Iven ofM atafverve raw ssaMsn aCri in firms Agrsrnerw a on am amentifnent norm: snag be smemag uoan vdu If any, btoraren of this Agraement n tie/e/lnlnea to Do rryaar. t anal not ISMS refumi" persona Or tits Aglomfafd rag at urAnmras - :A. Comm eAehgiy, rtvouaim eaeCutingMnAgrfem wmaaa=woxataar5e++ rewemsnt and vvrrwuA& C.anAAlit YOU Aio cuiy Er1PanXse p S:an :ls Aafoe On Derma of fw G4tGafiOWCSIga net A.Carsfied CDIIt DI s10 �w.st � mar �•� � sew tyalvfeMa sr IRmalmaa/1Oy n a rraanner red team f satt>� or sW Do mwnctnea woo to danE wd&unq tunas Pes"Ce fwvrews. Yv nC �a nr y-�uporlr ram avatwner . -�q'n�aaa4 , / OF tL ' r r ✓ � �O•!!pr m m,Gnicu+e 1 RSTUNION N7IiTC!!Rt'm.JNK CF �I V r I, CLl elan ofiirfpla 17iI1ra �i"C•H NARu• � •udlortzen dviTeds, I i V MNryrrrr—r — ..L ' SIFT JUN-05-00 11:41 FROM,FUNB GOVT BNKG I0:5613383958 PAGE 7/6 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: 40 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 0 ATTACHMENT C Page 3 Section 8. Limitation of Liabilitv 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 is changes, or exempt the CITY from compliance. Section 10. Termination - To read as follows: Bank may terminate this Agreement only per the terms c� the �:laster Agreement for Banking Services. Section A, 2.0. Section 11. Governing Law - To read as follows: This agreement shall be governed and construed and enforced in Broward County in the State of Florida. in accordance with the terms of the Master Agreement for Banking Services. Section A, 18.0. • 42 JUN-05-00 11:42 FROM -FUNS GOVT SNKG 10=56133839SS PAGE . ATTACHMENT C Page 4 Section 13_ interest Compensation - To read as follows: • In the event that the BANK small 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 ACM 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 6/6 ATTACHMENT C Page � 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. • E. • • SCHEZUE S TO FUNDS TRANSFER AGR1=E 11ENT �+UIy V �Mls form ra reauuso aney wnen a customer reaueets nontitanuwls "­unty Vroaeauree.t usuCmer Harr■ + 7z�1 name //l Tvl/ V ~ j ►mil V MwrflG Mtlaf■sa �Y ~ �� -7=3 3r �� N� ��� lives �L ,fount rvumo■r All cus agre■m■rn coves■ muiaw■ a�unu u+/u� names arw numcus an r■rra■ awe a wa �om+.i i C Customer requests call back verification on ALL funds transfer instruC.tcns- Customer requests call back verification on ALL ncn-repetitive funds transfer ins=c.=ns only. Customer requests NO call back verification for repetitive transfers of less than repetitive transfers equal to or more than this amount will be sueiect :c the normal test cacx ❑recess. L; Customer requests no tail back verification on non -repetitive transfer instructions. (TMs option requires use of an amount verification cede or other additional security measures.) Customer acknowledges that eliminating the call back procedure for funds transfers involves car - twin risks. and the customer assumes full responsibility for ail risks of loss due to unauthorized or erroneous funds transfers made without tail back verification as a result of tilts request. Further- more, the customer agrees to indemnity and hold harmless the Bank. its officers. emaioyees and agents from any and all losses; -damages or ciaims'of any kind arising out of or in ccrtnection with funds transfer lnstru=icns made in accardance with this request._ - C' LLY/1 C4 '((n C_ r'nnt t:amoanv name arm!'f�iams am i ilia ey b aignae:n cc.Ca nary RECEIVED First Union rJaticnat eanx of �'� �� c." rant name Ara; ; u■ By .. V ■ aril" be ails °cmc' :-x csoi -'- ._. riRS T -.;;11CN NA T ICNAL BANK cu �. ^� CN AGT*HCRlZA-nC?J sense PC '�JIR :P., iNVl.,iv+ 'New:...-.=- .case cnecx _ne: PC WIFE Aevrsrc:t cc' PC INVI4'cN G�+s .:` BANK CC'7TACT'yFaR?�tATTCN .. ,� CUS T CMF- 17CN. TACT C 1 r �(;.f11(�rr, AO==W F1CIIiIiJ�MI'.-. r =twPAxr: .)t- ,r• �1. AL�F r.5. •�•��1� dJI'1�1�N�w�•w.^� i 1•`r _4•L.� 1 f 40N — 1 111 ; CCASHdSfTCFMt - N7,:CT `7AMEriZ1" �,1T 11, AA V PHONE NUMB91 —)'7 .0 PC WIRE PG WIREtrC if1Y1510N ScCuR1T'! • CUSTOMER �')P'r'iONS• Tnwmw Aarmir q 5.�y p- x nsr A& -A an A& S rOO^66f Y � i a�q GvBer m � hmr Tra c! two usaKs t aausa4 �r Non-r-*mttnra Tean•iar• _ hP•d�+� Trais�ar rieir+r� l� Fug:• Cabd Trarisr•r Er+t1► :+reir•nr* Tray» _ Pubs• OntW Car>ads = F4alaaa+ tOO�+at to PC Wry F3eat�� frs � -zY�nt Transao= Aa== p&pmum lrttarr+nnanai 7L 4an- • Trar�s� �- Nan-neo•tttrY• irssarnanar� Flalf+aa+ liiwr+raa] >i I uUm r3 dm Tramw PC 1NVISIM Fl jesso trrwtrsaa tm PC Woo No ti'3 CUSTC}.IEr; OP'nON_5 tea• cmilbom an rxm"*cmBuwm cy~ ✓ I YL: XgAF- C.ussxr— rra re xn A X Raaaat m Trarmoul p}IG[+1tE DMWMIW" AuaLmm" �^ Nen-Asa•oom Trarsms• • tnruo� ,ner�yre^arrsar+en mow= end nbfity to cc rurra cans low USE^ No. , -- FUNCTION AUTHORlIZATTON1- User Name: (ICJ (ZO Ct�arar�a rnia�a.•>rp PC WIRE PC INVISION Paa•rrarrae Csessw�a: H®.10 (M cmaaas ern (m arwaemra n+cmnumr Usar usw Furz arcs: -,rarxmr E :7 R.o6=6 irattis w rrmy �� �- Tremor Em" Nall-pnvmo• iranstr Enty ��- � k. Aaartaav Trarmw Vani+I �.. $r'mwomy Aurxr==m ormwemon Vdw* - X �*+�• Zrarz�r Vw�+I x_ Krnsa 00m Tram F Fi tsa Cated Traratar E=" x F+�rse C =j-jmn Fuss• Oataa Cata=htxan x Tran momm APO" Trarrra=m Firm wn Latraea� �—�-- PoGffDf m in emmuord + at raSsTwa PW Mm Nan—:,aaaary Irn orrne Limman t► of ?arowa ow dsl► S,pprxxaary Au ncr=mm vnerna=nel a say CCU gea.rrry r7i�r- AAM ffi,l� �j tJrrexst> I Ln �L�j 1�..1 11.1 I�,li , „� �f, 1.1 �';�=ice �� .T/✓.J/ /� Tv-00 or fjarf FoFl BMK USE ONLY ArGMM%tIWV= Wkq Aoxn AA,IMura Ma n'rra'a^ Cast hbfm Ara•vfm M!r• + � �edrtlsr• Ccsm+wM Wan 4 J USE=yC; ^ - �; 1NC77N AUTHOP,17-4TICN User Name: IQ( li1C�1'� (� Graractsrs rr+amrarrrrl � PC WIRE PC INVISICN PasswQa: HELLO n pa y scene ea nx 'r :I%riva+r (20 crmacrars maxanumr (70 C=aaaas nla-u rr =l U--w Ytx-+� Row ve Trnrssrar ermy _ Non—;6osuwm iiranmw Easy Saeandary AwC'70==M Futrss Gated Trays* Erse Fuasm aaad Can=6LUM Tranm=mn Harm Pamom,r kvmrrawnni Nan—Anowaavr kruwrrst,e SKonmry AuVxxv aapn artavrrncorar USE= NO. 3 — «;UNC T iON AUTHORIZATICN Pasawwm Law I=Gaarrs: X Rae�rrrv� Transit c' :^Y Orsrraawn EMY x Nan—;6eaawm Trarrsnr E.—y Y PAMM M uarlsiR Vadr 0mwuown Vo* X Fuss Cabo Tlwww F• -y X_ Rose oebd C —x Ttarap+P+ cww umm Lgwmn rr # at tasr=ws pw aav AA XOmzn i a! twwors Pw aav Smrav Oak $war a# soarfly Cade wrrw'aaa User Name: IM.5 Rp Car+rras �� PC WIRE PC INVISIcN W w f n Pmwa s L+:rr r=u�e�rtr F{aea�'M Trarater CrrRy Nan":•owetrva Trarf:rr Emy Smeprraery AuMmm=4on Fvrsa Qader rrararr E-1r F+.raaa asarn Cs►xariarrean 7rarL7aL'DOn r'vsars's paOaQC%qp Vrrarnafrcnar NCn—A.oatrLva Yrt:}1tipprxp 5reiee+oery A rTuwrgnxwm tsm,w as ro" flC c, vrren (2p Ctaracas rrwarswa*u Llsar Frssnamw Rowwm Otasraerwr+ eistl► tj�.��dgyr TrarlsiR C.'�'7 Rapers Traraisr verdr a�af+r.aew� v�+r X 4en�rrarnrara 7rermw Vrrr+► x `vlsiw t7abp iracezer C'.:"Y x =rntrr Qasao;�,•,ar'darx+ X~— —rerserrsis rr+-a'a Lurtar� _ µaQrLal of Ot TIIwer3 off GS1I �.�. AAaaoer>tarr S d :E!%��2 vw oRtr r' rrr)' Omi Sarau / e• ay G-m . _ uerroer a+aaam demj,�Q�r AC)OITiCf1AL C:.3.1MErtiITS_ I q�� oAI o� �c w cz A' l A a o 1 A Z r C; Z c 9 O G v G FTdCK z~ c cm =a C;z r• m m m m JUN-OS-00 11:46 FROM:FUNB GOVT BNKG ID;5613363959 PAGE 1/12 • • 9 ATTACHMENT D CITY OF TAMARAC, FLORIDA CUSTODIAN AGREEMENT AGREEMENT, dated _ t�,t dc3� , 1995, Between the City of Tamarac, Florida (the 'CITY") and by and through its Finance Director and First Union National Hank of North Carolina (the "BANK"). VATNESSETH: 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 parries hereto agree as follows= EFiNITlO S Whenever used in this Agreement, udess the context otherwise requires, the following words shall have the meanings set forth below, I- "Authorized Person" shall be any duly appointed officer of the CfTy authorized to act for the CiTY and designated in writing to the BANK by the Finance Director. 2. 'gook -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 rmfm, 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. 6-1c] CITY OF TAMARAC, FLORIDA CUSTODIAN AGREEMENT 5. "Depostory" means t 11 the Deoositcry Trust Company of New York. (2) a Federal Reserve Bank that maintains a book -entry system. or (3) any other clearing agency selectea by the BANK in its discretion, provided that the BANK shall notify the CITY in wnung if the BANK lodges Account Securities with any Depository other than those named to this suboaraaraph. 6. "Government Security" shall mean Book -entry Treasury securities (as defined in Subpart 0 of the Treasury Department Circular No. 300.31 C.F.R. 306) aria any other securities issuea 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. "Secunty" shall be deemed to include United States Treasury Bills. Notes. and Bonas. the issue of the agencies of the United States Government. Certificates of Deposit and Bankers Acceptances. g. "Written instructions shall mean wntten communications actually receivea by the BANK from an Authorized Person of the CITY whether by FAX by couner, by U.S. Mail or by other means wnich may be agreed to by the BANK aria the CITY. Written instructions shall include ora► instructions from any Authorized Person, provided such oral instructions are confirmea in writing actually delivered to the BANK the same day. Written instructions shall also include electronic data transmission oetween the CITY and the BANK, provided that all safeguards as listed in the Master Agreement For Banking Services between the CITY aria the BANK are followed. IL APPOINTMENT OF CUSTODIAN: ACCO 1. The CITY hereby constitutes and appoints the BANK as custodian of all Securities at any time delivered to the BANK for deposit in the Account (as defined below) for the term of this Agreement. and authorizes the BANK to hold Secuntes in book -entry form in the CITY's name. 2, The CITY hereby represents aria warrants to the BANK. which representations aria warranties snail be deemea to be continuing representations ano warranties ana to be reamrmea ucon acting in accordance with any written instructions or oral instructions ceiiverea in acc=ance 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 aria deliverea by the CITY in accordance with all requisite actions and constitutes a valid ano legally binding obligation of the CITY. enforceable in accordance with its terms: (c) The CITY is conducting its business in substantial compliance with ail aopncacie laws ana regulations. both state ana federal. ana has obtainea all regu►atory licenses. acprovais ana consents necessary to cant' on its business as now conductea: t`:ere is no statute. regulation. rule. order or judgement binding on the CITY ana 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 croperty which would prohibit the execution of berformance of this Agreement by the CITY; and 0 54 %jU1N-v_r0-WW i a :'*rr r"MUV1:ruN= UUVI =N&l,: 1D:5613363959 PAGE 2/12 • CITY OF TAMARAC, FLORIDA CUSTODIAN AGREEMENT • (©} 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 I- 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. 1 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 andlor the Depository all securities eligible for deposit therein and to utilize the Book -Entry System and the Depository to the extent possible in oonnec ion 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 andlor 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 SANK'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 Depostory 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 Hook -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 Wrttten 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 A 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 confimrdtions and a summary of all transfers to or from the Account. 55 CITY OF TAMARAC. FLORIDA CUSTODIAN AGREEiv1ENT With respect to all secunties held in the Account. the BANK by itself, or throuan the use of the Book - Entry System or the Depository, shall. unless otherwise instructed to the contrary in a Certificate:. (a) Collect ail income due or payable and advise the CITY as promptly as pract:canle of any income due but not paid: (b) Present for payment and collect the amount payable upon all secunties which may mature or otherwise become payable and advise the CITY as promptly as pracucabte of any amounts not paid when due whether upon maturity or otherwise: (c) Surrender secunties in temporary form for definitive secunties: and (d) With respect to onysical secunties. execute, as Custodian. any certificates of ownerships, declarations or other certificates incidental to the ownership of such physical secunties. (e) Hold directly, or through the Book -Entry System or the Depository for secunties deposited therein, all rights and similar secunties issued with respect to any secunties 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 protes. consents, authorizations and any other instruments whereby the authority of the CITY as owner of any securities may be exercised: (b) Deliver any secunties held in the Account in exchange for other secunties or cash issued or paid in connection with the liquidation. reorganization. refinancing, merger. =;nsoiidation. recapitalization of any corporation, or the exercise of any conversion cnviiece: p Deliver any secunties held in the Account to any protective committee. reorganization committee or other person in connection with the reorganization. rennanc:;.o, 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 parry secunties in connection with puts. calls, warrants. options. conversion rights and any other rights in secunties held by the BANK hereunder. 7. it is understood the the BANK is authorized to supply any information regarding the Account which is required by any law or governmental reguiation now or hereinafter in effect. S. The CITY agrees that the BANK is not at any time under any duty or resoonsibtiity tC sucervise the investment of. or to advise or make any recommendation for the purchase. sale. retention or other disposition of secunties netd by the BANK is the Account. 6-1. V UlY -'Ww+ Ut+ •.a- •u • •�v„-• �r•�u ..w �.-� u.v,f tJ--------------- - .-- 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 11/. EV_R,_C_IIASE ANp SALE OF S CURM S 1. Promptly after each purchase of securities by the CiTY, the CITY shall deliver to the. BANK instructions, specifying with respect to each purchase: (a) the name of the issuer and the title of the securities, including CUSIP number, if any, (b) the principal amount purchase, ® the date of purchase and date of settlement, (d) the purchase price per unit (if necessary or desirable), (e) the total anlNg t 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, C 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 secures upon receipt of the total amount payable to the CiTY upon such sale. V. CONCERNING THE CUSTODIAN 1. 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 CI- Y 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 trots, 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 attorneys 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, liiabiTities or claims, including attorneys fees which are sustained or incurred by reason of any action or inaction by the Sank 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 wlful misconduct of the BANK 57 CITY OF TAMARAC, I'LORIDA CUSTODIAN AGREEMENT 2. The BANK may, with respect to questions of law. apply for ano obtain the advice ana opinion of counsel, at the expense of the CITY, and shall be fully protected with respect to anything none 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 said; (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 secunties 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. 0 a. The BANK shall not be liable for, or considered to be the custodian of, any money, whether or not represented by any check, draft, or other instrument for the payment of money received by it on behalf of the CITY until the BANK actually receives and collects such funds directly or by the final crediting of the BANK's account on the books of the Book -Entry System or the Deposttorv. 5. The BANK shall be enntyed to receive ann the CITY agrees to cav the BANK fees ana excenses oer Exhibit "A" of the Master Agreement for Banking Services. B. Upon reasonable request ano orovtded the BANK shall suffer no significant disruation of its normal activities, the CITY, or the C17Y's authorized representatives. snail have access to the BANK's books and records relating to the Account during the BANK's normal business nouns. Upon the reasonable request of the CITY ano pursuant to federal banking regulations, copies of any sucn books ann records shall be provided by the BANK to the CITY of the C17Y's authorized representatives at the CITY's expense. 7. The BANK shall be responsible for safekeeping the account secunties. Subject to the exoress terms of this agreement. the BANK's safekeeping responsibility shall be limited to exercising tr.e care ana diligence usually accorced by the BANK to its own orooerty, • 58 JUN-05-00 11:40 FROM -FUNS GOVT BNKG ID:5613383959 PAGE 3/12 . CITY OF TAMARAC, FLORIDA CUSTODIAN AGREEMENT • V1. CAPITAL CHANGES Not withstanding 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 securite$ 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 Xll 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 col[ect 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. Y, NOTICES re ACCg= SECURME5 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 SEC1i4N Xil 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 file 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 - all REP- RTS The BANK shall give written reports to the CfTY showing (1) each transaction involving Account Securities effected by or reported to the BANK, (2) the Account Securities held by the BANK as of the date of the report, and (3) such other information as shall be agreed upon by the CITY and the BANK Unless otherwise agreed upon by the CITY and the BANK, the BANK shall provide account statements shall show activity for the Calendar month, from the first day of the month through the end of the month, inclusive. Statements shall not overlap from one calendar month to another. The statements should show investments in the order shown in Exhibit W. attached_ . The statements shall provide, at least the amount of data shown in the exhibit 59 • CITY OF TAMARAC, FLORIDA CUSTODIAN AGREE%,,ENT INSTRUCTIONS FROM THE CITY An Authorized Person or 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 ana the BANK. An Authorized Person shall confirm promptly any oral communication in wnting. 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. XAUIMORIZED PERSONS 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 event that the CITY fails to notify the BANK of the discontinuance of an authonzabon. Until further notice from the CITY, the BANK is authorized to act in acccrdance.with instructions and communication received by the BANK from any one of the Authorized Persons.tisted below: / • Tjoesj or Prialed Name Ivan C. Perrone ` Karen M. Willard Stanlev Hawinorne C•�I] 7 ~� JUN-05-00 11:48 FROM=FUNB GOVT BNKG ID:5E13383959 PAGE 4/12 CITY OF TAMARAC, FLORIDA 0 CUSTODIAN AGREEMENT ADDRESSES Until further notice from either party, all communications called for under this Agreement shall be addresses as fnilows: to C City of Tamarac 7525 NW 88th Ave Tamarac, Florida 33321 Attn: Comptroller If t4 A_ NK Maurice Nimmons First Union National Bank of North Carolina Capital Markets, Safekeeping Division 301 South College Street Charlotte, North Carolina 28288-0601 KII. D (PLICATE CCNFIRJ1f15 !& 5T_ATEMENTS Until Further Notice, duplicate confirmations & statements should be addressed as follows: Confirma " City of Tamarac 7525 NW 88th Ave Tamarac, Florida 33321 Attn: Comptroller Statements City of Tamarac 7525 NW 88th Ave Tamarac. Florida 33321 Attn: Comptroller CITY OF TAMARAC, FLORIDA CUSTODIAN AGREEMENT XIII. LIABILITY.LlAgILITY. INDEMNITY OF BANK The BANK's duties and responsibilities snail be only those exoressiv set forth in this Agreement, or as otherwise agreed by the BANK in writing. The BANK shall not be required to appear in or defend any legal proceedings with respect to the Account Secunties unless the BANK has been indemnified to its satisfaction against loss and expense (including reasonable attorneys fees). The BANK may consult with counsel acceptable to it concerning its duties and responsibilities under this agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel. The CITY hereby agrees to 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 Aareement. ML COMPENS61ION 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. ML AMENDMENT 0 This Agreement may only be amended with the written consent of both parties. the BANK and the CITY. UL TERMINATION Either parry may terminate this Agreement ana the Account accoraina terms set fcrh in the Master Agreement for Banking Services. SECTION 2.0. XCL AGENTS The BANK is authorized to employ suitable agents as necessary and appropnate in the BANK's sole discretion to enable the BANK to fulfill its resoonsibilities under this Agreement. The BANK remains primarily responsible for the complete, satisfactory, and acceptable performance by the agents. XVtll. GOVERNING LAW The Validity, construction ana agmmistration of this agreement snail be govemeo bv the laws of the State of Florida from time to time in force and effect. • 62 JUN-05-00 11:48 FROMtFUNB GOVT BNKG ID:5613383959 PAGE 5/12 CITY OF TAMARAC, FLORIDA CUSTODIAN AGREEMENT r1 LJ • rc�c. gQNFLICTS 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 CITY OF TAMARAC, FLORIDA CUSTODIAN AGREEMENT SIGNATURE PAGE ON BEHALF OF THE CITY OF TAMARAC, FLORIDA THIS � DAY OF 1995: ATTEST: 2 /(y 7 �/ G ('v'''�.� lives• CityCierk CR 201. _14. F A A rJ 5 A RDVED AS TO FORM: City Attorney yn Mh E S . (CQa9 Fi n >� City Manager gojbM-r S. NOES T12 • Director S7RNLEY D. f4AWTNOkJ1E ON BEHALF OF FIRST UNION NATIONAL BANK OF FLORIDA THIS DAY 1995: J/t/( Official Authonzecl to Legally Bind the BANK Title day 41.0'ea� "995. by T e regoing insVument was. acknowiedaed before me this A-"—/4 � -r (name of official signing above). personaily1*n2am co mevrx'no pr9oucea(typeQ..�cwf+cataon�as-rdent►fice�r'rr. '�3'M R r,p NCT; . n w . _ Notary Public 64 I u : bti 1 :1 JUZdb:l 55 PAGE 6/ 1 2 EXHIBIT. A CITY OF TAMARAC LISTING OF SECURITIES Reports should list securities in the following order and show at least the following information: DESCRIPMON CUSIP ACQUIMM PAR COSY COUPON MATURITY # DATE VALUE PRICE RATE DATE U.S. Treasury obWatlons allls Noht s & bonds S"fF PS U.S- Agency Sewd ies obCount notes Coupon bonds • U.S.Insinuaents Discoundt notes Coupon bonds (non-caUabra) Coupon bonds (catla6b) strip securwas C4Naterak=d mortgage cnligations stop up Inverse ftoatrrts Repur&me agreements Revem repuThase agreements . Fiw*le repur hue agreement, Cartirroates of Bardae V accepbMw c4mmefdw Paper C 65 I • • C.