HomeMy WebLinkAboutItem VI(C) Establish SunBank NA Accounts; Resolution No 94-26, relating to SunBank Account Documents r
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"CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" AGENDA 10-4-94
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CITY O OCOEE ONERS
RUSSTYJO N
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PAUL W.FOSTER
0150 N. ORE DRIVEOCOEE FLO DA 34761-2258VERN COMBS
(4� � JIM GLEASON
cTrx HtAtvncat
ELLIS SHAPIRO
MEMORANDUM
DATE: September 29, 1994
TO: The Honorable Mayor and Board of City Commissioners
FROM: Montye E. Beamer, Director 9}'72/
Administrative Services
SUBJECT: Establishing SunBank N.A. Accounts
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As authorized by the Mayor and Board of City Commissioners at the August 16, 1994
Commission meeting, Staff has met and negotiated with SunBank N.A.
The results of the discussions yielded:
(1) Establishment of three accounts
a) Pooled Cash - Operating
b) Payroll
c) Pooled Cash - Restricted
(2) Overnight Investment of Surplus Funds utilizing the Cash Management Sweep Account
and Master Repurchase Agreement.
(3) Receipt of incoming wires.
(4) Fine Sort City's paid checks - Place in numerical order and return them with the monthly
statement.
(5) Monthly Account Analysis of each account.
(6) An adequate supply of coin bags and 'ockable deposit bags with keys at no charge.
(7) A safe deposit box to City at no charge.
(8) Night deposit drops at no cost.
(9) Incentives for personal banking at SulBank for City Employees.
The necessary agreements to allow such banking activities as repurchasing and sweep must be
formalized by Resolution. Resolution No. 94-26 incorporates Commission approval and
authorization for necessary signatures while confirming Resolution 94-08 and establishing
indemnification as to change of individuals occupying the designated positions.
The actual documents to establish these accounts with SunBank were forwarded to the City
Attorney for review. The attorney recommended some changes; staff communicated these to
SunBank representatives.
SunBank has verbally accepted the changes; however, the revised documents did not arrive in time
to include them in the agenda packet. In their stead, the original documents with the attorney's
changes are included.
The revised documents will be available on Tiiesday, October 4, 1994 prior to the Commission
meeting.
The banking relationship will be effective No ember 1, 1994.
Action Requested
The Mayor and City Commission (1) approve Resolution No. 94-26 and (2) authorize the Mayor
and City Clerk to execute.
MEB/jbw
RESOLUTION NO. 94- 26
A RESOLUTION OF THE OTY OF OCOEE, FLORIDA,
APPROVING A MASTER REP CHASE AGREEMENT AND AN
ACCOUNT AGREEMENT ASH MANAGEMENT SWEEP
ACCOUNT BETWEEN SUNG , N.A. AND THE CITY;
CONFIRMING THAT RESOL ION NO. 94-08 REMAINS
IN FULL FORCE AND EFFE T; AUTHORIZING THE CITY
CLERK TO MAKE CERT $N CERTIFICATIONS TO
SUNBANK, N.A. ; PROVI ZNG FOR SEVERABILITY;
PROVIDING FOR EFFECTI DATE.
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WHEREAS, Section 166.461, Florida Statutes, authorizes
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the City Commission of the City of Ocoee by resolution to approve
the investment and reinvestment f any surplus public funds in the
control or possession of the Cit ; and
WHEREAS, the City C mission of the City of Ocoee
desires to enter into a Master R purchase Agreement with SunBank,
N.A. , such agreement being co sistent with the provisions of
Section 166.261, Florida Statutes; and
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WHEREAS, the City Commission of the City of Ocoee desires
to approve certain additional resolutions regarding banking
relationships with SunBank, N.A.
NOW, THEREFORE, BE IT ESOLVED BY THE CITY COMMISSION OF
THE CITY OF OCOEE, FLORIDA, AS F LLOWS:
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SECTION 1. Authority. The City Commission of the City
of Ocoee has the authority to adopt this Resolution pursuant to
Article VIII of the Constitutionilof the State of Florida, Chapter
166, Florida Statutes, and Articl1e VI of the Charter of the City of
Ocoee.
SECTION 2. The City commission of the City of Ocoee,
Florida, hereby approves the Mater Repurchase Agreement between
SunBank, N.A. and the City of Ocoee, Florida, said agreement being
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attached hereto as Exhibit "A" Old by this reference made a part
hereof, and authorizes execution thereof by the Mayor and City
Clerk.
SECTION 3. The City Commission of the City of Ocoee,
Florida hereby approves the Sunank, N.A. Account Agreement Cash
Management Sweep Account, said a reement being attached hereto as
Exhibit "B" and by this refe ence made a part hereof, and
authorizes execution thereof by he Mayor and City Clerk.
SECTION 4. The City ommission of the City of Ocoee,
Florida hereby confirms that Resolution No. 94- 08 remains in full
force and effect and authorizes delivery by the City Clerk of a
certified copy thereof to SunBanA N.A.
SECTION 5. The City CDmmission hereby directs the City
Clerk to certify to SunBank, N.A . the names of those persons who
presently hold the positions Of Mayor, City Manager, Finance
Manager and Director of Administrative Services and from time to
time hereafter as changes in said positions are made, to
immediately certify such change to SunBank, N.A. and that said
Bank shall be fully protected in relying on such certifications
and, to the extent permitted by l.1w, shall be indemnified and saved
harmless from any claims, dem 'nds, expenses, loss, or damage
resulting from, or growing out Of, honoring the signature of any
such employee or elected officil so certified, or refusing to
honor any signature not so certified.
SECTION 6. This Resol tion shall remain in full force
and effect until express written otice of amendment or rescission
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shall have been furnished to and received by SunBank, N.A. and the
receipt of such notice shall not affect any action taken by said
Bank prior thereto.
SECTION 7. If any sectLon, subsection, sentence, clause,
phrase or portion of this Resolution is for any reason held invalid
or unconstitutional by any couri of competent jurisdiction, such
portion shall be deemed a separate, distinct and independent
provision and such holding shallll not affect the validity of the
remaining portion hereto.
SECTION 8. Effective Elate. This Resolution shall become
effective immediately upon passa lea and adoption and shall remain in
full force and effect until repe led.
PASSED AND ADOPTED this day of , 1994 .
APROVED:
ATTEST: CIb' OF OCOEE, FLORIDA ,"
Jean Grafton, City Clerk S. Scott Vandergrift, Mayor
(SEAL)
FOR USE AND RELIANCE ONLY BY APPROVED BY THE CITY OF OCOEE
THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING
APPROVED AS TO FORM AND LEGALITY HELD ON , 1994
this day of , 1994 UNDER AGENDA ITEM NO.
FOLEY & LARDNER
By: City Attorney!
cAWP \DOcSOCOEPneDDH.2A(sr DEBsmi rekxIli
09/28/94 13:14 FiOLEY & LARDNER 01007/011
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Sun SunBank.N.A. EXHIBIT "A"
anK Trust and Investment Services Group
1 P.O.Box 3838
Orlando,Florida 32802
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EXETER R2PDRCEAUE immEammNT
Between: bated as of:
..T�,.
C '1.s-eller
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.SunBank, N.A. s-e /
and
r( C)1 o -.-_ (-(�0(If o� ( r`Av ,ef•. Ir)
1. Applicability:
On d daily basis the paes hereto may enter Tato transaction
in which one party ,("Se l ") .agues to transfer to the other
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("Buyer") securities or inane al instruments ("Securities")
against the transfer of unds by Buyer with a simultaneous
agreement by Buyer to transf yr to Seller such Securities at a date
certain cr on demand against the transfer of funds by Seller. Each
such transaction shall be re marred to herrin as a "Transaction" and
shall be governed by this greement, including any supplemental •
terms or conditions contained in any Annex(s) hereto, unless
otherwise agreed in writing. '
2. Definitions.:
(a) "Act of Insolvency' " with respect to any party, (i) the
commencement by such party -s debtor of any case or proceeding
under any bankruptcy, inso vency, reorganization, liquidation,
dissolution, or similar law, or such party seeking the appointment
of a receiver, trustee, cus •dian., or similar official for such
party or any substantial .art of its property or (ii) the
commencement of any such cas= or proceeding against such party, or
another seeki,nzg Such ,an appo'r tment, or the filing against a party
of an application for a prot:ctive decree under the provisions of
the Securities Investor Pr. tion Act of 1970, which
(A} is
consented to or mat timely cap tested by -suchin
the entry of -an order for rel 'of, such an appointment,Btresults
heissuance
of such a protective decree, or the entry of an order having a
similar effect, -or (C) is not dismissed within 15 days or (iii) the
making by a party of a gen-ral assignment for the benefit of
creditors, or (iv) the admi-sion in writing by a party of such
party's inability to pay suc party's debts as they become due;
(b) "Additional Purch sod Securities," with respect to
securities provided by Seller to Buyer
hereof; pursuant to Paragraph 4 (a)
A SunTrust Bank
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(c) "Buyer's Margin Amount, " with respect to any Transaction
as of any date, the amount obt fined by application of a percentage
(which may be equal to the per antage that is agreed to as the
Seller's Margin Amount under s bparagraph (q) of this Paragraph) ,
agreed to by Buyer and . Se ler prior to entering into the
Transaction, to the Repurchas Price for such Transaction as of
- such date;
(d) "Confirmation, " with respect to the meaning specified in
Paragraph 3 (b) hereof;
(e) "Income, " with respe It to any Securities at any time, any
principal thereof then payable nd all interest, dividends or other
distributions thereon;
(f) "Margin Deficit, " wish respect to the meaningspecified
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in Paragraph 4 (a) hereof;
(g) "Margin Excess, " with respect to the meaning specified in
Paragraph 4 (b) hereof;
(h) "Market Value, " with respect to any Securities as of any
date, the price for such Secur'ties on such date obtained from a
generally recognized source ag eed to by the parties or the most
recent closing bid quotation from such a source, plus accrued
income to the extent not inclu.ed therein (other than any Income
credited or transferred to, •r applied to the obligations of,
Seller pursuant to Paragraph . ' hereof) as of such date (unless
contrary to market practice fo. such Securities) ;
(i) "Price Differential, ' with respect to any Transaction
hereunder as of any date, the =ggregate amount obtained by daily
application of the Pricing •=te for such Transaction to the
Purchase Price for Transaction •if a 360-day per year basis for the
actual number of days durin• the period commencing on (and
including) the Purchase Date -or such Transaction and ending on
(but excluding) the date of det=rmination (reduced by any amount of
such Price Differential previo sly paid by Seller to Buyer with
respect to such Transaction) ;
(j) "Pricing Rate, " with espect to the per annum percentage
rate for determination of the *rice Differential;
(k) "Prime Rate, " with respect to the prime rate of U.S.
money center commercial banks as published in the Wall Street
Journal;
(1) "Purchase Date, " wih respect to the date on which
Purchased Securities are transferred by Seller to Buyer;
(m) "Purchase Price, " with respect to (i) the price at which
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Purchased Securities are trans erred by Seller to Buyer on the
Purchase Date, and (ii) therea ter, such price increased by the
amount of any cash transferred by Buyer to Seller pursuant to
Paragraph 4 (b) hereof and decreased by the amount of any cash
transferred by Seller to Buyer Pursuant to Paragraph 4 (a) hereof
or applied to reduce Seller's Obligations under clause (ii) of
Paragraph 5 hereof;
(n) "Purchased Securities' shall mean the Securities, which
shall be certificated securities transferred by Seller to Buyer in
a Transaction hereunder, and an Securities substituted therefore
in accordance with this paragrap The term "Purchased Securities"
shall also include any Additiona Purchased Securities (as defined
herein) delivered to Buyer pur want to Paragraph 4 (a) of this
Master Repurchase Agreement and shall exclude Securities returned
pursuant to Paragraph 4 (b) of his Master Repurchase Agreement;
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(o) "Repurchase Date, " wi h respect to the date on which
Seller is to repurchase the urchased Securities from Buyer,
including any date determined b application of the provisions of
Paragraphs 3 (c) or 11 hereof;
(p) "Repurchase Price, " w th respect to the price at which
Purchased Securities are to be transferred from Buyer to Seller
upon termination of a Trans ction, which termination of a
Transaction will be determined i each case (including Transactions
terminable upon demand) as the um of the Purchase Price and the
Price Differential as of the da a of such determination;
(q) "Seller's Margin Amoun , " with respect to any Transaction
as of any date, the amount obtai ed by application of a percentage
(which may be equal to the per entage that is agreed to as the
Buyer's Margin Amount under subparagraph (c) of this Paragraph) ,
agreed to by Buyer and Sell r prior to entering into the
Transaction, to the Repurchase rice for such Transaction as of
such date. ; I
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3 . Initiation; Confirmation; ¶ermination:
(a) An Agreement to enter into a Transaction may be made
orally or in writing at the initiation of either Buyer or Seller.
On the Purchase Date for the Transaction, the Purchased Securities
shall be transferred to Buyer or its agent against the transfer of
the Purchase Price to an account of Seller.
(b) Upon agreeing to ent r into a Transaction hereunder,
Buyer or Seller (or both) , as shall be agreed, shall promptly
deliver to the other party written confirmation of each
Transaction (a "Confirmation") . or Repurchase Agreements executed
under SunBank's end-of-day SWEEP system, the confirmation shall be
in the form of a daily statement The Confirmation shall describe
the Purchased Securities (inclu ing CUSIP number, if any) ,
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identify Buyer and Seller, and set forth the Purchase Date, (ii)
the Purchase Price, (iii) t 0 Repurchase Date, unless the
Transaction is to be terminable •ri demand, (iv) the Pricing Rate of
Repurchase Price applicable t. the Transaction, and (v) any
additional terms or conditions •f the Transaction not inconsistent
with this Agreement. The C•njfirmation, together with this
Agreement, shall constitute conclusive evidence of the terms agreed
between Buyer and Seller with r-$pect to the Transaction to which
the Confirmation relates, unles - with respect to the Confirmation
specific objection is made prom•tly after receipt thereof. In the
event of any conflict between .he terms of such Confirmation and
this Agreement, this Agreement -hall prevail.
(c) In the case of Transa•tions terminable upon demand, such
demand shall be made by Buyer or Seller, no later than such time as
is customary; in accordance wit market practice,, by telephone or
otherwise on, or prior to, ie business day on which such
termination will be effective. On the date specified in such
demand, or on the date fixed for termination in the case of
• Transactions having a fixed to , termination of the Transaction
will be effected by transfer to Seller or its agent of the
Purchased Securities any incom in respect thereof received by
Buyer (and not previously credit d or transferred to, or applied to
the obligations of Seller pursu fit to Paragraph 5 hereof) against
the transfer of the Repurchase rice to an account of Buyer.
4. Margin Maintenance:
(a) If at any time the aggregate Market Value of all
Purchased Securities subject o all Transactions in which a
particular party hereto is a ing as Buyer is less than the
aggregate Buyer's Margin Amou t for all such Transactions (a
"Margin Deficit") , then Buyer may by notice to Seller require
Seller in such Transactions, a Seller's option, to transfer to
Buyer, cash or additional Securi .es reasonably acceptable to Buyer
("Additional Purchased Securiti.0") so that the cash and aggregate
Market Value of the Purchase. Securities, including any such
Additional Purchased Securitie-, will thereupon equal or exceed
such aggregate Buyer's Margin '" punt (decreased by the amount of
any Margin Deficit as of such da $ arising from any Transactions in
which such Buyer is acting as S-Her) . The aggregate Market Value
of Purchased Securities shall b. established daily and shall be at
least 100%.
(b) If at any time the aggregate Market Value of all
Purchased Securities subjecto all Transactions in which a
particular party hereto is acti g as Seller exceeds the aggregate
Seller's Margin Amount for all such Transactions at such time (a
"Margin Excess") , then Seller m y by notice to Buyer require Buyer
in such Transactions, at Buye 's option, to transfer cash or
Purchased Securities to Seller 0 that the aggregate Market Value
of the Purchased Securities, of er deduction of any such cash or i
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any Purchased Securities so tra sferred, will thereupon not exceed
such aggregate Seller's Margin ount (increased by the amount of
any Margin Excess of such date arising from any Transactions in
which such Seller is acting as Uyer) .
(c) Seller and Buyer may agree, with respect to any or all
Transactions hereunder, that tie respective rights of Buyer or
Seller (or both) under subpara Ohs (a) and (b) of this Paragraph
may be exercised only where a Margin Deficit or Margin Excess
exceeds a specified dollar amou t or a specified percentage of the
Repurchase Prices for such Trans ctions (which amount or percentage
shall be agreed to by Buyer and Seller prior to entering into any
such Transactions) . '
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(d) Seller and Buyer may agree, with respect to any or all
Transactions hereunder, that t respective rights of Buyer and
Seller under subparagraphs (a) a (b) of this Paragraph to require
the elimination of a Margin Def it or Margin Excess, as the case
may be, may be exercised whenev r such a Margin Deficit or Margin
Excess exists with respect to iy single Transaction here under
(calculated without regard to ny other Transaction outstanding
under this Agreement) .
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5. Income Payments:
Where a particular Transac ion's term extends over an income
payment date on the Securities Ubject to that Transaction, Buyer
shall, as the parties may agre With respect to such Transaction
(or, in the absence of any agr ement, as Buyer shall reasonably
determine in its discretion) , o. lthe date such income is payable
either (i) transfer to or credit to the account of Seller an amount
equal to such income payment or payments with respect to any
Purchased Securities subject to such Transaction or (ii) apply the
Income payment or payments to r duce the amount to be transferred
to Buyer by Seller upon termi Ition of the Transaction. Buyer
shall not be obligated to take a Y action pursuant to the preceding
sentence to the extent that rich action would result in the
creation of a Margin Defi it, unless prior thereto or
simultaneously therewith Sell r transfers to Buyer cash or
Additional Purchased Securities Ufficient to eliminate such Margin
Deficit.
6. Securities 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 lo ns, Seller shall be deemed to have
pledged to Buyer as security fo the performance by Seller of its
obligations under each such Tr nsaction, and shall be deemed to
, have granted to Buyer a securit interest in all of the Purchased
Securities with respect to al Transactions hereunder and all
proceeds thereof.
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7. Payment and Transfer:
Unless otherwise mutually agreed, all transfers of funds
hereunder shall be in immediate yavailable funds. All Securities
transferred by one party hereto to the other party (i) shall be in
suitable form for transfer or sh I.1 be accompanied by duly executed
- instruments of transfer or asgement in blank and such other
documentation as the party re giving possession may reasonably
request, (ii) shall be transfe ed on the book-entry system of a
Federal Reserve Bank, or (iii) shall be transferred by any other
method mutually acceptable to eller and Buyer. As used herein
with respect to Securities, "tra sfer" is intended to have the same
meaning as when used in Sect'oln 8-313 of the Florida Uniform
Commercial Code or, where appl Cable, in any federal regulation
governing transfers of the Secu ities.
8. segregation and Substituti n of Purchased Securities:
(a) All Purchased Securisies (as defined herein) shall be
segregated from other Securiti=e in the Seller's possession and
shall be identified as subjec to the Master Agreement. The
Purchased Securities shall be segregated by being placed in an
account at Trust Company Bank 01 Georgia ("Trust Company") and the
Seller shall not retain custody Of any Purchased Securities. The
books and records of the Selle • 'shall indicate such segregation.
Title to all Purchased Securiti-$ shall pass to Buyer and nothing
in this Agreement or in the Mas Or Agreement shall preclude Buyer
from engaging in repurchase transactions with , the Purchased
Securities or otherwise pledgi 1 or hypothecating the Purchased
Securities.
(b) Seller may substitute Other Securities for any Purchased
Securities. Such substitution -hall be made by transfer to Buyer
of such other Securities and tr-nsfer to Seller of such Purchased
Securities. After substitution the substituted securities shall
be deemed to be Purchased Securties.
(c) Seller will ensure that substitution by Seller of other
Securities for Purchased Secur'ties shall only occur when such
other Securities have a Market Value, as defined in the Master
Agreement at least equal tohe Market Value of the Purchase
Securities for which they are s bstituted.
(d) TRANSFER. As used her in, "transfer" is intended to have
the same meaning as when used in Section 8-313 of the New York
Uniform Commercial Code or, here applicable, in any federal
regulation governing transfer o the Securities.
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9. Representations:
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Each party, Buyer and Sell r, represents and warrants to the
other that (i) it is duly authorized to execute and deliver this
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Agreement, to enter into the T ansactions contemplated hereunder,
and to perform its obligations hereunder and has taken all
necessary action to authoriz - such execution, delivery, and
performance, (ii) it will engag- in such Transactions as principal
(or, if agreed in writing in advance of any Transaction by the
other party hereto, as agent fo a disclosed principal) , (iii) the
person signing this Agreement .1 its behalf is duly authorized to
do so on its behalf (or on behal' of any such disclosed principal) ,
(iv) it has obtained all autho izations of any governmental body
required in connection with this Agreement and the Transactions
hereunder and such authorizatio S are in full force and effect and,
(v) the execution, delivery, an. performance of this Agreement and
the Transactions hereunder will not violate any law, ordinance,
charter, by-law, or rule applic.bile 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 Transacti.n, Buyer and Seller shall each be
deemed to repeat all the forego;ng representations made by it.
10. Events of Default:
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In the event that (i) Seller fails to repurchase or Buyer
fails to transfer Purchased Securities upon the applicable
Repurchase Date, (ii) Seller o Buyer fails, after one business
day's notice, to comply with Paragraph 4 hereof, (iii) Buyer fails
to comply with Paragraph 5 hereo (iv) an Act of Insolvency occurs
with respect to Seller or Buye t (v) any representation made by
Seller or Buyer shall have been hcorrect or untrue in any material
respect when made or repeated or deemed to have been made or
repeated or, (vi) Seller or B der shall admit to the other its
inability to, or its intenti n not to, perform any of its
obligations hereunder (each an 'Event of Default") .
written notice to the default ng party (which option shall be At the option of the On-defaulting party, exercised by
deemed to have been exercise even if no notice is given,
immediately upon the occurrenc of an Act of Insolvency) , the
Repurchase Date for each Tran action hereunder shall be deemed
immediately to occur. i '
(b) In all Transactions n which the defaulting party is
acting as Seller, if the non- efaulting party exercised or is
deemed to have exercised the opt On referred to in subparagraph (a)
of this Paragraph, (i) the defau ting party's obligations hereunder
to repurchase all Purchased Sec cities in such Transactions shall
thereupon become immediately d e', and payable (ii) to the extent
permitted by applicable law, th Repurchase Price with respect to
each such Transaction shall be 'fcreased by the aggregate amount
obtained by daily application f (x) the greater of the Pricing
Rate for such Transaction or th Prime Rate to (y) the Repurchase
Price for such Transaction as of the Repurchase Date as determined
pursuant to subparagraph (a) of his Paragraph (decreased as of any
day by (A)
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any amount retained by the no -defaulting party with respect to
such Repurchase Price purs -it to clause (iii) of this
subparagraph, (B) any procee.S from the sale of Purchased
Securities pursuant to subparag aph (d) (i) of this Paragraph, and
(C) any amounts credited to th- , account of the defaulting party
pursuant to subparagraph (e) o 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 eve t of Default giving rise to such
option to but excluding the date of payment of the Repurchase Price
as so increased, (iii) all In ome paid after such exercise or
deemed exercise shall be retain- 1 by the non-defaulting party and
applied to the aggregate unpa c Repurchase Prices owed by the
defaulting party and, (iv) the •efaulting party shall immediately
deliver to the non-defaulting party any Purchased Securities
subject to such Transactions then in the defaulting party's
possession.
(c) In all Transactions 'n which the defaulting party is
acting as Buyer, upon tender by he non-defaulting party of payment
of the aggregate Repurchase Pri es for all such Transactions, the
defaulting party's right, titl and interest in all Purchased
Securities subject to such Trans Otions shall be deemed transferred
to the non-defaulting party, the defaulting party shall deliver all
such Purchased Securities to th non-defaulting party.
(d) After one business da 's notice to the defaulting party
(which may be the notice give under subparagraph (a) of this
Paragraph or the notice referr=d to in clause (ii) of the first
sentence of this Paragraph) , th- non-defaulting party may:
(i) as to Transaction- in which the defaulting party is
acting as Seller, (A) immediately sell, in a
recognized market at such price or prices as the non-
defaulting party may r-asonably deem satisfactory, any or
all Purchased Securities subject to such Transactions and
apply the proceeds hereof to the aggregate unpaid
Repurchase Prices an. any other amounts owing by the
defaulting party, her: hder or (B) in its sole discretion
elect, in lieu of s:lling all of a portion of such
Purchased Securities, b give the defaulting party credit
for such Purchased Se' urities in an amount equal to the
prise therefore on such date, obtained from a generally
recognized source of the most recent closing bid
quotation from such a source, against the aggregate
unpaid Repurchase Pri es and any other amounts owing by
the defaulting part hereunder; and (ii) as to
Transactions in which the defaulting party is acting as
Buyer, (A) purchase se trities ("Replacement Securities")
of the same class and mount as any Purchased Securities
that are not deliver d by the defaulting party to the
non-defaulting party s required hereunder or (B) in its
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sole discretion elect, in lieu of purchasing Replacement
Securities, to be dee ed to have purchased Replacement
Securities at the pric therefore on such date, obtained
from a generally reco ized source or the most recent
closing bid quotation from such a source.
(e) As to Transactions i which the defaulting party is
acting as Buyer, the defaulting party shall be liable to the non-
defaulting party (i) with respe t to Purchased Securities (other
than Additional Purchased Secur'ties) for any excess of the price
paid (or deemed paid) by the no - defaulting party for Replacement
Securities therefore over the R purchase Price for such Purchased
Securities; and (ii) with r Spect to Additional Purchased
Securities for the price pai (or deemed paid) by the non-
defaulting party for the Repl Cement Securities thereto. In
addition, the defaulting part shall be liable to the non-
defaulting party for interest n such remaining liability with
respect to each such purchase ( r deemed purchase) or Replacement
Securities from the date of su h purchase (or deemed purchase)
until paid in full by Buyer. uch interest shall be at a rate
equal to the greater of the Pri ing Rate for such Transaction or
the Prime Rate.
(f) For purposes of this aragraph 11, the Repurchase Price
for each Transaction hereunder 'n 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 deeme exercise) by the non-defaulting
party of its option under subpa agraph (a) of this Paragraph.
(g) The defaulting party shall be liable to the non-
defaulting party for the amount Of all reasonable legal or other
expenses incurred by the non-def glting party in connection with or
as a consequence of an Event o Default, together with interest
thereon at a rate equal to the g eater of the Pricing Rate for the
relevant Transaction of the Pria Rate.
-
(h) The non-defaulting pa ty shall have, in addition to its
rights hereunder, any rights of erwise available to it under any
other agreement or applicable 1 w.
11. Single Agreement:
Buyer and Seller acknowleda that, and have entered hereunto
and will enter into each Transac ion 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 ach other. Accordingly, each of
Buyer and Seller agrees (i) to erform all of its obligations in
respect of each Transaction her tinder and that a default in the
performance of any such obligati r► shall constitute a default by it
-19-
in respect of all Transactions hereunder, (ii) that each of them
shall be entitled to set off cl ims and apply property held by them
in respect of any Transaction a ainst obligations owing to them in
respect of any other Transacti ns hereunder, and (iii) that
payments, deliveries, and other transfers made by either of them in
respect of any Transaction sha 1 be deemed to have been made in
consideration of payments, deliveries, and other transfers in
respect of any other Transactio s hereunder, and the obligations to
make any such payments, deliv ries, and other transfers may be
applied against each other and netted.
12. Notices and Other Communications:
1
Unless another address s specified in writing by the
respective party, any notice o other communication to be given
hereunder, shall be in writ'ng or confirmed in writing and
delivered at the respective add eisses set forth in Annex I attached
hereto.
13. Entire Agreement; Severabillity: '
i
This Agreement shall super 'ede any existing agreements between
the parties containing general erms and conditions for repurchase
transactions. Each provision a 1 agreement herein shall be treated
as separate and independent fro any other provision or agreement
herein and shall be a forceable notwithstanding the
unenforceability of any such of er provision or agreement.
14. Non-assignability; Termina ion:
The rights and obligationsf the parties under this Agreement
and under any Transaction shal not be assigned by either party
without the prior written conse t of the other party. Subject to
the foregoing, this Agreement an any Transactions shall be binding
upon and shall inure to the enefit of the parties and their
respective successors and assig S. This Agreement may be canceled
by either party upon giving wr'tten notice to the other, except
that this Agreement shall no withstanding such notice, remain
applicable to any Transaction t en outstanding.
15. Governing Law:
This Agreement shall be go erned by the laws of the State of
Florida without giving effect O the conflict of law principles
thereof. I
16. No Waivers, Etc. : `
No express or implied waiver of any Event of Default by either
party shall constitute a waiverof any other Event of Default and
no exercise of any remedy hereunder by any party shall constitute
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I
s
i
I
i
t
i
a waiver of its right to exerci a any other remedy hereunder. No
modification or waiver of any rovision of this Agreement and no
consent by any party to a depa ure herefrom shall be effective
unless and until such shall be i writing and duly executed by both
of the parties hereto. Without imitation on any of the foregoing,
the failure to give a notice p rsuant to subparagraph 4 (a) or 4
(b) hereof will not constitute waiver of any right to do so at a
later date.
17. Use of Employee Plan Asset :
(a) If assets of an emp oyee benefit plan subject to any
provision of the Employee Reti ement Income Security Act of 1974
("ERISA") are intended to be use by either party hereto (the "Plan
Party") in a Transaction, the P1 th Party shall represent in writing
to the other party that the ransaction does not constitute a
prohibited transaction under ERISA or is otherwise exempt
therefrom, and the other party ay proceed in reliance thereon but
shall not be so required to pro eed.
(b) Subject to the last s rtence of subparagraph (a) of this
Paragraph, any such Transacti n shall proceed .only if Seller
furnished or has furnished to Buyer its most recent available
audited statement of its finan ial condition and its most recent
subsequent unaudited statement f its financial condition.
(c) By entering into Transaction pursuant to this
Paragraph, Seller shall be deeed (i) to represent to Buyer that
since the date of Seller's late t such financial statements, there
has been no material adverse cha ge in Seller's financial condition
which Seller has not disclose to Buyer, and (ii) to agree to
provide Buyer with future audit d and unaudited statements of its
financial condition as they are issued so long as it is a Seller in
any outstanding Transaction inv lying a Plan Party.
18. Intent:
(a) The parties recogni a that each Transaction in a
"repurchase agreement" as that term is defined in Section 101 of
Title 11 of the United States C de, as amended (except insofar as
the type of Securities subject b such Transaction as the term of
such Transaction would render s oh definition inapplicable) , and a
"securities contract" as that erm is defined in Section 741 of
Title 11 of the United State Co e, as amended.
i
(b) It is understood that either party's right to liquidate
Securities delivered to it 'B connection with Transactions
hereunder or to exercise any of er remedies pursuant to Paragraph
11 hereof is a contractual righ to liquidate such Transaction as
described in Sections 555 and 5 9 of Title 11 of the United States
Code, as amended.
-11-
Per the City Attorney, the following will be added to Section 18:
c) The parties recognizethat each Transaction and this
Agreement are intended to fully comply with the requirements
of Section 166.261, Florid Statutes.
d) Notwithstanding any p °vision contained herein to the
contrary, no investments p rsuant to this Agreement shall be
purchased at a higher pric than their market price at the
time of such purchase.
09/28/94 13:15 FOLEY & LARDNER Z1008/011
.
19. Disclosure Relating to Certain Federal Projections:
The parties acknowledge that they have been advised that:
(A) THIS OBLIGATION ISNOT A DEPOSIT AND IS NOT INSURED BY
THE FEDERAL DEPOSI7� ,INSURANCE CORPORATION.
(B) THIS OBLIGATION IS NOT GUARANTEED BY THE UNITED STATES
GOVERNMENT OR ANY AGENCY THEREOF.
(C) THE BUYER'S INTEREST IN THE UNDERLYING- FEDERAL SECURITY •
IS PERFECTED.
BUYER SELLER
: ' '
y:
Name: �► (ret. u Name:
Title: /v`ayar Title:
Date: _ • Date:
fffl?T
•
G,"k1in , Ct.4, Chi(
ADD
gni 47BOVEY flerttA igivkiJAN
1�or"K
• -12-
09/28/94 13:15 _ FOLEY & LARDNER 11 009/011
qi
•ST
PV
'ANNEX 1
Names and Addresses forCommuni.cations Between Parties
4.4
SELLER
SunBank, N.A.
Investment Banking Division
P.O. Box 3833
• Orlando, Fl. 32802
Contact: Martel)le Boelte •
lr
Phone: (407) 237-4382
• BUYER
Name: ,
) (eilteth
Address:
• •
Contacts
Phone:
Tax I.D. :
Acct #: • /// :
Additional Provisions
Permissible Purchase seculiities:
Only securities listed bellow are deemed permitted purchases
under this Master Repurch se Agreement:
4h)6 pa y 1n Si- •
(a) Direct obligati ns of, or obligations guarantee 1)'
the United Stales of America, ie. , �j.S. Treasury
Bills, Notes, a d Bonds. 4.
•
(b) Evidence of in ebtedness issued or
•
any of the Poll Wing: guaranteed by
j
Export-Import B nk of the United States
Farmers Home A ihistration
/Federal Home Lo n Banks
/Federal Home Mo gage Corporation
/Federal Nations Mortgage Association
Student Loan Ma eting Association
Resolution Fundi g Corporation
Government Natio al Mortgage Association or
Agency or ins entality of United States of
America
09/28/94 13:15 FOLEY & LARDNER El010/011
s •
EXHIBIT "B" ,
0 'UN BANK
.
• ACCOUNT AGREEMENT
CASH MANAGEMENT SWEEP ACCOUNT
COMPANY:- C I T Y O1 O eF.J { t` teID4 '
AGREEMENT DATE:
EFFECTIVE DATE:
ACCOUNT NO.:
TARGET BALANCE:
1 . DEFINITIONS - The following tefinitions shall apply:
a. "Effective Date" shall mean the banking day on which the Sweep
arrangement becomes effective. The Effective Date shall be the date specified
above or the soonest possible date thereafter. The undersigned Sun Bank
("Bank") shall not be liable if foany reason it is unable to process transactions
to the Account on the above ffective Date.
b. "Target Balance" shall mean the amount specified above. The Target
Balance is subject to review by the Bank and may change from time to time
with 14 days advance notice to the Company.
c. "Investable Balance" shIl mean the collected balance in the Account •
which is in excess of the Targ .t Balance.
•
d. "Account" shall mean the bank account with the above-written account `
number.
2. The Company hereby authori'es and directs Bank name to determine the
Company's Target Balance an Investable Balance for each banking day.
i
3. On each banking day, the Co pany hereby authorizes the Bank to debit the
Account as described below for the purpose of entering into repurchase
agreements (as described in t a Master Repurchase Agreement executed of
even date herewith) for direct bligations that are issued by or fully guaranteed
as to principal and interest by,.the United States Government or any agency
thereof. Such repurchase agr ements shall mature on the next succeeding
banking day.
4. Subject to the following limitati ns, the Company authorizes the Bank to debit
its Account for the purpose of ffecting repurchase agreements in government
. securities using all, or substanti Ily all, of its Investable Balance. The Company
acknowledges that the purch ses of government obligations agreed to and
specified herein shall be subj et to a minimum purchase of $25,000, with
purchases in excess of the m nimum amount to be made in increments of
$1,000. These minimum pure ase requirements are subject to review and may
• change from time to time with notice to Company.
09/28/94 13:16 FOL1;Y & L9RDNER 0 011/011
•• 5. The Company further authoriz 's and directs the Bank to debit the Account for •
all fees and expenses incurre against the Account in connection with the
transactions completed. Such , ebits may be made daily or at such other times
as the Bank may elect.
B. Company and Bank acknowledge and agree that from time to time, Bank may
be unable to acquire governme t securities sufficient to enter into a repurchase
agreement with Company as d scribed in Paragraphs 3 and 4, in which event,
all or part of the Investable Ba ance shall remain in the Account and will not
earn interest, and Bank shall h ve no liability to Company occasioned by this
event.
7. The Company will receive a m nthly statement for the Sweep activity in this
•
account, in addition to the reg lar checking and analysis statements (if any).
The Bank shall not be liabl for any unauthorized signature, alteration,
misencoding or other material error on the face of any item in your bank
statement, or for any incorrec amount or other error on the bank statement
itself (including any item improp rly charged to your account), unless you notify •
the Bank within 14 calendar ays of the date the Bank mails, personally
delivers, or otherwise makes our statement available to you or anyone to
whom you request it be sent The Bank will not be liable for any bank
statements or items included in ank statements that you do not receive unless
you give notice of non-receip within 30 days of the date on which your
statement is customarily receiv d.
8. Any modifications to this Acco 'nt-Agreement shall not be binding on the Bank
unless agreed to by the Bank in .citing. Any termination or cancellation of this
Account Agreement shall be a Ctive within three (3) business days following
the other party's actual receip of notice thereof. All notices to be given in
connection with this Agreemen must be in writing and shall be mailed by first
class, postage pre-paid to the arties of the addresses set forth herein. Each
party is responsible for advisin the other of any change of address for these
purposes. ,
COMPANY: an o� OUEr
ADDRESS:
•
1
d k e, ypvd By: • rr Date:
POWTitle: IS . CCati` Ott �,Geh 1 M6t76r.
0 Clefts te\CM,ef� By' I Date:
Title: 1 ` em\ 6- at cek
BANK: SUN BANK
By: ..._ —_ Date:
Title: •
By: Date: i.
T.
Title: