Loading...
R98-141 RESOLUTION NO. R98-/4Z/ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING A PUBLIC FUNDS REPURCHASE AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND NATIONSBANK; AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE SAID AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Boynton Beach currently has a Public Funds Repurchase Agreement with Barnett Bank; and WHEREAS, with the.recent merger of Barnett and NationsBank, the City must process the necessary documentation to enable NationsBank the authority to invest any City funds the bank has custodian of on a daily basis; and WHEREAS, the City Commission, at the recommendation of staff, deems it to be in the best interests of the employees, residents and citizens of the City of Boynton Beach to enter into a Public Funds Repurchase Agreement with NationsBank. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. Each Whereas clause set forth above is true and correct and incorporated herein by this reference. Section 2. The City Commission of the City of Boynton Beach, Florida does hereby authorize and direct the Mayor and City Clerk to execute a Public Funds Repurchase Agreement with NationsBank, said Agreement being attached hereto as Exhibit "A". Section 3. That this Res0iution shall become effective immediately upon passage. PASSED AND ADOPTED this day of September, 1998. ATTEST: CitK¢ Clerk >~\\\\~111111llIittl . :.,,%., ~ o ~, '~ ~s~Nabons Ban k-Re~as~greemenl ~0/98 ~ ~ ~ CITY OF BOYNTON BEACH, FLORIDA // - Mayor Pro Tern /Commissioner Co~nmissioner July 24, 1998 Im.p. ortant changes regarding your overnight sweep investment service- II Action required by Friday, September 18th. Diane Reese CiTy Of Boynton Beach 120 NE 2nd Ave. Boynton Beach, FL 33435-3838 Dear Diane Reese: We're sure you have heard the news that Barnett Bank is merging with NationsBank. We would like to take this opportunity to inform you about some important changes that will affect your overnight sweep investment service effective Friday, October 9, 1998. These changes are part of the overall transition of Barnett Bank to NationsBank Treasury Management Services. Pledging of Collateral. One very important change will affect the way in which municipalities and public entities perform overnight investment sweep transactions. The Federal Reserve can only accept collateral pledged against deposit accounts maintained by public entities - not for repurchase agreement (Repo) investments. As 'a result, sweep transactions conducted after October 8, 1998 will occur in one of two ways: 1) Via NationsBank's general Repo Sweep product where an omnibus account is maintained with the Fed on behalf of all Repo customers (and collateral is randomly assigned among them) 2) Or, via NationsBank's third-party sweep Repo investment product which is specifically designed for municipalities and public entities I Not FDIC Insured I May Lose Value Page 2 Collateral Safekeeping. NationsBank has a dedicated collateral safekeeping arrangement, whereby U.S. Government and/or U.S. Government Agency securities corresponding with a customer designated monthly maximum investment amount are delivered via book entry to separate third-party safekeeping accounts at Bankers Trust in New York. Daily investment transactions are performed (as they are today) based on the ending collected balance in your checking account net of any target balance up to the customer specified maximum investment amount. The terms and conditions of this sweep arrangement are discussed in detail in the enclosed legal documents. Action Required. Enclosed are a series of very important legal documents that must be completed and returned no later than Friday, September 18, 1998 to ensure uninterrupted investment service. A postage paid envelope has been provided for your convenience in returning your completed, signed legal documents. · NationsBank Customer Agreement for Commercial Automated Investment Account -- Public Funds Repurchase Agreement; · Customer Agreement for Commercial Automated Investment Account Public Funds Repurchase Agreement, Addendum; · Custodian Account Agreement Securities for Repurchase Agreement of Customer (Triplicate); · Signature Authorization Form-Custodian Agreement; and · Certificate of Resolution/Authorization for Customer Agreement Commercial Automated Investment Account Public Funds Repurchase Agreement. · Authorization To Release Securities (Signature Only Required) Important Facts. Your new NationsBank Automated Investment Service (ALS) provides the following benefits to help you effectively manage excess checking account balances: · Your current pricing and interest rate will remain unchanged. Investment decisions are automated and based on your end-of-day collected balance position (net of any target balance requirement). This ensures that daily investments reflect all debit and credit activity to your checking account, up to the market value of securities delivered and held in each separate third-party safekeeping account. · There is no minimum dollar amount required to invest. As a result, all collected balances in excess of your target will be invested. · The NationsBank Public Fund Sweep meets the criteria for a "Category 1 Investment" as set forth under Governmental Accounting Standards Board (GASB) 3 guidelines. Page 3 The NationsBank sweep service operates independently - you are not required to purchase any ancillary treasury management services. Additionally, the sweep service does not require you to have a separate account for your investments. Of course, if you desire daily electronic balance reporting, ENCORE+TM, the NationsBank proprietary balance reporting product, is available to meet your needs. You will continue to receive a comprehensive monthly sweep statement. A brochure describing features associated with your new monthly statement will be provided to you prior to October 9th. Thank you in advance for your cooperation and timely response in completing the enclosed legal documents. If you have any specific questions, please feel free to contact your Treasury Management Officer, or Brad Jones, Product Manager, at (704) 388-3060. Please complete the Customer Agreement, Investment Selection Form and Resolution and return by Friday, September 18, 1998 to ensure uninterrupted investment service. Sincerely, David C. Kresge Senior Vice President Florida Treasury Management Executive NationsBank N~ttionsBank, N.A. Customer Agreement for Commercial Automated Investment Account - Public Funds Repurchase Agreement .Checking Account: ;11435311 Maximum Investment Balance (CAP): SAME AS CURRENT CAP Initial Target Balance: SAME AS CURRENT TARGET BALANCE city Of Boynton Beach ("Customer") and NationsBank, N.A. ("Bank") hereby agree to establish a Commercial Automated Investment Account ("Investment Account") for Customer upon the following terms: 1. The Customer Agreement, As used in this document, "Agreement" means this Customer Agreement for Commercial Automated Investment Account - Public Funds Repurchase Agreement and a Customer Agreement for Commercial Automated Investment Account - Public Funds Repurchase Agreement Addendum ("Addendum"). The Customer's maximum investment request is hereinafter called the "Maximum Investment Balance." 2. Checking Account. As part of the Investment Account, Customer will maintain one or more checking accounts in Customer's name with Bank as identified above (a "Checking Account"). The Checking Account is governed by the terms and conditions set forth in the NationsBank Deposit Agreement and Disclosures as amended from time to time. The terms and conditions of the Deposit Agreement and Disclosures are incorporated in this Agreement by reference. 3. Securities. Bank shall transfer to an independent custodian ("Custodian") securities that are direct obligations of, or fully guaranteed as to pnncipal and interest by, the United States Government or an agency thereof or are collateralized mortgage obligations directly issued by an agency or ~nstrumentality of the United States the underlying security for which ~s guaranteed by an agency or instrumentality of the United States (the "Securities") with an aggregate market value greater than or equal to the Aggregate Maximum Investment Balance specified above as of the date of transfer. Bank shall transfer additional Securities to the Custodian from time to time if necessary to maintain the aggregate market value of all Securities in the Custodian Account at the Aggregate Maximum Investment Balance as adjusted pursuant to Section 13. The Custodian shall hold the Securities in a Custodian Account pursuant to a Custodian Account Agreement among the Custodian, Customer and Bank. If at any time the aggregate market value of the Securities held by the Custodian pursuant to this Agreement exceeds the Customer's Investment Balance, then either (i) monthly, pursuant to Section 13 hereof, or (ii) immediately upon the occurrence of an Event of Default by the Customer, pursuant to Section 9, the Bank may by notice to the Customer (which notice shall be deemed to be given immediately upon the occurrence of an Event of Default described in Section 9(a)(iv) or (vi) hereof) require the Customer to transfer cash or Securities to the Bank immediately so that the aggregate Market Value of the Securities (after deduction of any cash or Securities transferred to the Bank) will not ~xceed the Customer's Investment Balance. ~ Bank shall desire to sell or otherwise dispose of any one or more of the Securities, it may substitute for any one or more of the Securities other ficurities of the same par value and of the same or greater Market Value (as herein defined) upon written consent from Customer. Market price as of any date and- priced on such date will be obtained from a primary dealer. The Market Value of the Securities includes accrued interest or ~ncome to the extent it is not included in the market price. 4. The Investment. This Agreement provides for the sale by Bank to Customer of an interest in certain Securities, subject to an obligation on the part of Bank to repurchase, and on the part of Customer to resell, such interest (the "Investment"). The obligation of Bank to repurchase is secured by all Securities held in the Custodian Account. 5. Transfer of Excess Funds. Beginmng not later than 30 business days after the date Bank receives this Agreement properly executed by Customer. a Custodian Account Agreement properly executed by all parties, a resolution authorizing Customer's entry into the Agreement, and copies of Customer's two most recent audited financial statements, amounts from the Checking Account will be transferred to and from the Investment in accordance with the following procedures: If Customer has more than one Checking Account from which Customer wishes to combine amounts invested under this Agreement, Customer will specify a "Master Account." Confirmations with regard to Investments will be issued by Bank with respect to the Master Account only. bo At the end of processing on each banking day, Bank will determine the amount by which the collected balance in the Checking Account (or each Checking Account if more than one) exceeds the target collected balance established jointly by Bank and Customer. The initial target balance ("Target Balance") is set forth above. Subsequent changes to th6 Target Balance(s) shall be mutually agreed upon by Bank and Customer. The aggregate amount of such excess for the Checking Account (or the Checking Accounts, if more than one) is hereinafter called the "Excess Funds Amount". The Excess Funds Amount for each Checking Account cannot exceed the Market Value of the Securities allocated to that Checking Account. Co The Excess Funds Amount will be applied to the Investment to the extent that the Market Value of the Securities equals or exceeds 100% of the Excess Funds Amount invested. Customer's interest in the Securities purchased shall be repurchased by Bank at the opening of the banking day next succeeding the day the Excess Funds Amount was invested for an amount equal to the Excess Funds Amount invested therein plus interest at the annual rate described herein (on an actual 360 day basis) on the Excess Funds Amount from the date of investment to the date of repurchase (the ~'Repurchase Price"). The Repurchase Price shall be transferred to the Checking Account (or, if there is more than one Checking Account, proceeds will be transferred to each Checking Account based on the relationship a Checking Account's invested Excess Funds Amount bears to the aggregate Excess Funds Amount invested for all Checking Accounts.) The obligation ~o pay the Repurchase Price ~s an obligation of Bank. Bank's general banking assets most likely wilt be used ~o pay the Repurchase Price. rather than sale of the Security. 6. Confirmations and Records. On each day that an Excess Funds Amount is invested pursuant to this Agreement, Bank shall maintain records that identify Customer, the Excess Funds Amount invested and the issuer, maturity date, coupon rate, par amount, market value and the CUSIP or pool number (if applicable) of the Securities sold as well as of all Securities. Bank shall provide Customer a confirmation listing .ch Security or portion thereof transferred to Customer. Bank expressly intends that the name, "NationsBank, N.A." is printed on nfirmations to authenticate them. It is the express intention of Customer and Bank that each confirmation sent to Customer pursuant to this ,~reement shall constitute a supplement to, and be considered and construed as a part of. this Agreement (whether or not any such c6nfirmation is attached to this Agreement), such that the Agreement and all such confirmations shall constitute one agreement. 7. Interest Rate and Investment Account Fees. The interest rate paid to Customer upon the Investment and the Investment Account Fees to be paid by Customer to Bank are set forth on the Addendum. The interest rate paid to Customer ~s not that of the Securities. Any and all ~nterest paid on the Securities will accrue to the benefit of Bank and not to Customer, Unless otherwise provided in this agreement, all distributions on the Securities. whether principal, interest or otherwise, will accrue to the benefit of the Bank and not the Customer. 8. Security Agreement. Bank hereby pledges to Customer as security for its obligations hereunder, grants Customer a security interest in, and delivers to the Custodian. the Securities. Customer may become an unsecured creditor of Bank to the extent that the Market Value of the Secumties fails below the Repurchase Price. 9. Default. a. As used in this Agreement, "Event of Default" shall mean any of the following: (i) Bank fats to repurchase Securities on the Maturity Date or otherwise fails with respect to its obligations under Section 5d hereof; (ii) within 1 business day after notice. Bank fails ~o transfer additional Securities to the Custodian from time m time necessary to maintain the aggregate Market Value of all Securities in the Custodian Account as specified in Section 3; (iii) the Customer fails within 1 business day after notice to instruct Custodian to release to the Bank Securities m excess of the amount required to maintain the aggregate Market Value of all Securities in the Custodian account ar the aggregate Maximum Investment Balance in accordance with Section 3 or Customer fails to instruct Custodian to release the Securities upon termination of this Agreement in accordance with Section 14; (iv) an act of insolvency (as hereafter defined) occurs with respect to Bank or Customer; (v) any representation made by Bank or Customer shall have been incorrect or untrue in any material respect when made or deemed made; or (vi) Bank or Customer shall admit to the other its inability to, or its intentmn not to, perform any of its obligations hereunder. As used herein, "act of insolvency" with respect to any party means (w) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar law, or such party seeking the appointment of a receiver, trustee, custodian or similar official for such party or any substantial part of its property; or (x) the commencement of any such case or proceeding against such party, or the appointment of a receiver, liquidator, or trustee by a regulatory agency against the Bank under the Federal Deposit Insurance Act or the National Bank Act, which (A) is consented to or not timely contested by such party; (B) results in the entry of an order for relief, such an ~o~gpointment, or the entry of an order having similar effect, or (C) is not dismissed within 15 days; (y) the making by a party of a general ~signment for the benefit of creditors; or (z) the admission in writing by a party of such party's inability to pay such party's debts as they ~come due. b. Upon the occurrence of an Event of Default, the non-defaulting party shall give written notice of such Event of Default to the defaulting party (which notice shall be deemed to be given immediately upon the occurrence of an Event of Default described in clause (iv) or (vi) above). c. If the defaulting party is the Bank, the Customer may declare any and all obligations of the Bank to repurchase the Securities immediately due and payable. Thereafter, 1 business day after notice to the Bank, to the extent permitted by applicable law, the Customer may sell alt or any part of the Securities in a recognized market and out of the proceeds of such sale retain (i) the Repurchase Price, and (ii) all reasonable costs and expenses incurred by the Customer in connection with such Event of Default or sale, accounting to the Bank for the remainder, if any, of the proceeds and Securities remaining unsold. Customer shall give to both the Custodian and the Bank at least two (2) hours notice of the time and place of the sale of Securities. The Customer and the Bank shall have the right to bid at such sale. It is understood that Customer's right to liquidate Securities or to exercise any other remedies pursuant to this paragraph is a contractual right to liquidate such Securities as described in 12 U.S.C. Section 1821 (e)(8). d. If the defaulting party is the Customer, the Customer's right, title and interest in the Securities shall be deemed transferred to the Bank and the Customer shall cause the Custodian to deliver all Securities to the Bank. To the extent that any or all of the Securities are not returned to the Bank, the Customer shall be liable to the Bank for (i) the market value of replacement securities (of the same class and amount as unreturned Securities), and (fi) all reasonable costs and expenses incurred by the Bank in connection with such Event of Default. e. The rights of the nondefaulting party described hereinabove shall be in addition to any other rights available ~o it under any other agreement or applicable law. 10. Financial Statements. The terms hereof should be read in conjunction with the audited financial statements and the most recent call report of Bank which are available upon request, 11. Compliance with Law. Alt transactions will be in compliance with the applicable requirements of the federal Government Securities Act of 1986, 15 U.S.C. § 78o-5, and implementing regulations. ~12. Assignment. This Agreement may not be pledged, transferred or assigned by Customer but may be assigned by Bank. ~. Addition/Deletion of Checking Accounts and Adjustments to Maximum Investment Balance. Customer may request changes to ~e list of Checking Accounts, and the Customer may request or Bank may require (pursuant to Section 3 hereof) adjustments to the Maximum ~vestment Balance of the Securities, as set forth above. Any notice with respect to such changes and adjustments (other than with respect to rev. 02/16/96 pjr pg. 2 the occurrence of an Event of Default) must be ~n writing and received by Customer or Bank (as the case may be) on or before the 20th calendar day (or first business day thereafter) of the month; the effective date of such changes and adjustments will be the first ca.lendar day (or first business day thereafter) of the following month. Notices given or deemed g~ven pursuant to Section 3 with respect to such changes and adjustments upon an Event of Default will be effective the next business day. 14. Termination. Either Customer or Bank may terminate this Agreement. Termination by Customer shall be effective two business days .... ~fter written not~ce of termination is received by Bank. Termination by Bank shall be effective two business days after written notice of ~rmination is received by Customer. ~5. Authority. Customer represents and warrants to Bank that all necessary corporate or other action required to authorize the Customer to enter into this Agreement has been taken, and is evidenced by the resolution attached to this Agreement, that the undersigned individual has full authority to execute this Agreement on behalf of Customer. and that the execution and performance of this Agreement does not contravene Customer's charter, bylaws, or any agreement to which Customer is a party or by which it is bound. Bank represents and warrants to Customer that necessary corporate or other action has been taken to authorize this Agreement, the undersigned has fulI authority to execute the Agreement on Bank's behalf and that this Agreement does not contravene its charter or by-laws. 16. Customer's funds that are invested in the Investment are not a deposit and are not insured by the Federal Deposit Insurance Corporation. 17. Indemnification and Liability. If Bank refers this Agreement to its attorneys for collection or enforcement. Customer shall pay Bank's attorneys' fees and other costs of collection or enforcement. Customer shall indemnify, defend and hold Bank harmless from and against any and all claims of any person which may arise or result from, or in any way relate or pertain to. actions taken or not taken by Bank pursuant hereto. Bank shall not be liable for any failure to perform or delay in the performance of the services provided for under this Agreement due to any causes beyond its control, including, but not limited to, riots, fires, floods, acts of God or public enemies, degradation or interruption of telephone or other communication service, utility power outages or surges, or unusually severe weather conditions. Customer agrees that Bank shall not be liable on account of any actmn, omission or information in connection with the Investment, except for Bank's gross negligence or willful misconduct. 18. Financial Information. As soon as available, and ~n any event within 210 days after the end of each fiscal year of Customer, Customer agrees to provide Bank its Comprehensive Annual Financial Report or its audited financial statement. From time to time, Customer agrees to provide Bank current financial statements showing such information regarding Custemer*s financial condition as Bank may reasonably request. 19. Monthly Statement. Bank will furnish to Customer monthly statements of the Investment Account. 20. Single Agreement. Bank and Customer acknowledge that, and have entered into this Agreement 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 m consideration of each other. Accordingly, each of Bank and Customer agrees (i) to perform all of its .... bligations m respect of each transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it a 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 ny transaction hereunder against obligations owing to them in respect of any other transaction hereunder, and (iii) that payments, deliveries ~nd 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 transaction hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted. 21. Miscellaneous. The foregoing terms and conditions of this Agreement constitute the entire understanding of the parties with respect to the subject matter hereof. This Agreement will be governed by and interpreted, construed and enforced under the internal laws of New York. These securities (Repurchase Agreements) are offered for sale pursuant to an exemption from registration under Federal and sta~e Securities laws. Neither the Securities and Exchange Commission nor any state commissioner has passed in any way upon the merits of, recommended, or given approval to these Securities. Any representation to the contrary ~s a criminal offense. Accordingly, Customer and Bank have executed this Agreement under seal of this day of 19 Customer name and signature: GERALD TAYLOR, MAYOR (signat~ Title:CITY OF BOYNTON BEACH NationsBank, N.A. By: Iame 'itle: (signature) Customer's Address: P. O. BOX 310 BOYNTON -BEACH, FL 33425 CITY rev. 02/16/96 pjr pg. 3 NationsBank NationsBank, N.A. Customer Agreement for Commercial Automated Investment Account Public Funds Repurchase Agreement, Addendum his Addendum supplements and is part of the Customer Agreement for Commercial Automated Investment .ccount - Public Funds Repurchase Agreement by and between Customer below and NationsBank, N.A., of even date herewith. Terms defined in the Agreement have the same meaning in this Addendum. The interest rate paid to Customer will bear a direct relationship to Effective Fed Funds (the "Base Rate") and will be computed as follows: Base Rate less basis points in current contract, Customer agrees to compensate Bank for services rendered under this Agreement. Monthly Investment Account Fees are added to Customer's monthly account analysis statement for the Checking Account(s) specified in the Customer Agreement for Commercial Automated Investment Account - Public Funds Repurchase Agreement. Investment Account Fees are as follows: Monthly maintenance fee First Checking Account (Master Account) Same As Current Charge Each additional Checking Account Adjustments in excess of four per calendar year to Maximum Investment Balance, per adjustment (no charge for first four adjustments) Excess collateral fee (computed on the amount by which the lesser of the daily average Market Value of the Securities or the Maximum Investment Balance exceeds the daily average Investment Amount for the calendar month) Same As Current Charge $ 0.00 $ 0.00 The service fees enumerated in this Addendum will remmn unchanged through June 30, 1999 after which time they may be changed at the sole discretion of Bank upon 30 days' prior written notice to Customer. Customer and Bank have executed this Addendum under seal as of this 19 day of Customer name and signature CITY OF BOYNTON BEACI4 NationsBank, N.A. By: Name ! Title: (signature) rev. 02/16/96 pjr pg. 4 NationsBank NationsBank, N.A. Custodian Account Agreement Securities for Repurchase Agreement of Customer Custody Account No. (Bank Will Assign) HIS CUSTODIAN AGREEMENT ("Agreement") is made and entered into as of the day of by and between NationsBank, N.A. ("Bank") of the State of Florida with a pnncipal office located at 400 N Ashle~ Dr Tampa Fl, and Bankers Trust Company, a New York banking corporation ("Custodian"), and ("Customer"). WITNESSETH WHEREAS, Customer and Bank have entered into a Customer Agreement for Commercial Automated Investment Account - Public Funds Repurchase Agreement dated ("Customer Agreement") pursuant to which Bank contemplates selling securities to Customer, and Customer agrees to resell such Securities to Bank on a date certain: WHEREAS, the Customer Agreement requires Bank to establish a third party custodial account for the deposit of securities which are or may be the subject of repurchase transactions as designated in confirmations of transactions to be sent by Bank to Customer from time to time ("Securities"); and WHEREAS, Customer and Bank desire Custodian to accept the Securities and to hold the Securities in a separate, segregated Custodian Account. NOW. in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, it is agreed that the Custodian will accept all Securities and that it will hold the same as Custodian hereunder for the use and benefit and subject to the powers and duties as follows: 1. a. Securities delivered to and accepted by the Custodian shall be retained by Custodian in the form in which received, except for those Securities received in physical form which may be converted to DTC book-entry system. All such Securities shall be subject to withdrawal or other disposition only on joint instruction of Bank and Customer or as otherwise provided in this ~-:~A.greement. Custodian shall be under no duty to investigate any Securities for calls prior to maturity. If information as to a call , received by it, Custodian shall notify Bank of any called or maturing Securities. Custodian shall maintain all Securities free ~ any lien, charge or claim of any kind in favor of Custodian or any person claiming through Custodian. b. Bank has the right to substitute other Securities of equal par value and equal or greater market value and of the same character authorized by the Customer Agreement from time to time upon written consent from Customer. Custodian shall have no responsibility for determining the value of substituted Securities, or whether Such Securities are authorized by the Customer Agreement. The Custodian's receipt of a written consent from the Customer shall conclusively establish that such substitution is authorized by the Customer Agreement. 2. Custodian shah maintain the Securities in accordance with applicable law and shall identify the Securities on its books and records as securities being held subject to a repurchase agreement by Bank in favor of Customer. Custodian acknowledges- that pursuant to applicable law, the purpose of this Agreement is to transfer and perfect the security interest and ownership interest of Customer in the Securities, and Custodian shall make all appropriate entries or notations in its accounts and cause all appropriate entries to be made in its subcustodian's records to the extent necessary to reflect Customer's interest in the Securities. 3. Custodian is authorized to collect and receive all income with respect to the Securities, whether interest or dividends, and to credit such ,ncome to Bank. 4. Upon written notification from Customer and Bank, Custodian shall return the Securities to Bank. Any such delivery shall constitute a complete discharge of Custodian from any and all further liability for such Securities. 5. Custodian shall issue a confirmation or safekeeping receipt to Customer for each Security which identifies the issuer, maturity date, par amount and coupon rate. Custodian shall supply to Bank and to Customer a separate written repor~ for each preceding month listing the Securities held in the Custodian Account. Such report shall include: a. a list of Securities held at each preceding month end; b. the original par value of each Security held as of each preceding month end; and c. an aggregate of the par values of all Securities held as of the preceding month end. rev. 02/16/96 pjr pg. 5 6. In the event that the Customer or Bank dehvers notice of an Event of Default under the Customer Agreement to the Custodian. Custodian shall notify the defaulting parW of its receipt of such notice and act m accordance with the instructions of the nondefaulting party with respect to such nondefaulting party's rights pursuant to Section 9 of the Customer Agreement. Custodian may fully rely without further inquiry on the statement set forth in such notice. In addition, the Bank and the ..... Customer acknowledge and agree that the provisions of Section 20 of the Customer Agreement shall be fully effective with espect to all transactions entered into between the Bank and the Customer thereunder. , Bank shall pay the agreed upon Custodian fees and other compensation which may become due hereunder. Such fees may be debited to any deposit account Bank maintains with Custodian or to interest or dividends received on account of the Securities. 8. The parties acknowledge and agree that Custodian shall not have any additional duties other than those expressly provided herein or ~n any separate agreement with Bank. To the extent that Custodian is required to perform any of the customary Custodian servxces with respect to the Securities, i.e., in connection with theft sale or purchase, such service shall be made subject to the Custodian Agreement presently in effect between Custodian and Bank and the provisions of such other Custodian Agreement shall apply hereto where necessary so long as they do not conflict with this Agreement. 9. Except as otherwise specifically provided for by this Agreement, all notices and other communications between parties shall be in writing and shall be either hand delivered or marled by first class mail, postage prepaid, or sent by facsimile or courier as follows: a. to Bank: 200 N. College Street NC 1-004-03-06 Charlotte, NC 28255 b. to Custodian: 16 Wall Street 4th Floor, Window 44 New York, NY 10015 c. to Customer: Notices shall be deemed delivered when actually received by the party to which they are sent. 10. Both Customer and Bank agree to provide Custodian with specimen signatures of those persons authorized, from time to time, to give instructions to Custodian under this Agreement and Custodian shah nor incur any liability with respect to any action taken in reliance upon any written instructions which Custodian in good faith believes to be genuine and to have been signed by a duly authorized person. 11. Custodian shall give the Securities the same physical care and safeguards as are afforded similar property owned by Custodian. Custodian's responsibility hereunder is limited to any loss occasioned directly by the gross negligence or willful misconduct of its employees or by robbery, burglary or theft (while the Securities are ~n Custodian's physical possession), to the extent of the market value of such Securities at the date of the discovery of such loss. In no event, however, shall Custodian have any responsibility for consequential damages nor shall it have any responsibility or liability for the validity or enforceability of any security interest of Customer in the Securities. 12. a. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by any party to this Agreement without the prmr written consent of all parties. b. This Agreement represents the entire agreement of the parties with respect to its subject matter and supersedes aH prior oral or written agreements, negotiations or proposals. Custodian shah not be bound by the terms of the Customer Agreement or any other repurchase agreement notwithstanding any reference thereto in this Agreement. This Agreement may not be modified or amended except by written agreement executed by all parties, and the observance of any of the terms of this ~,3greement may be waived only with prior written consent of all parties hereto. This Agreement may be terminated by Customer nd Bank by an instrument in writing delivered or mailed, postage prepaid, to Custodian, such termination to take effect on the ate of such delivery or receipt by Custodian; provided, however, that unless a successor custodian shall have been appointed nd Custodian shall have transferred the Securities as provided below, this Agreement shah continue in full force and effect. rev. 02/16/96 pjr pg. 6 This Agreement may be terminated by Custodian by an instrument ~n writing delivered or mailed, postage prepaid, to Customer arid Bank. such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided. however, that unless a successor custodian shall have been appointed and Custodian shall have transferred the Secumties as provided below, this Agreement shall continue in full force and effect. If a successor custodian shall be appointed by Bank and Customer. upon termination of this Agreement Custodian shall transfer all Securities to the designated account of the successor .... ~stodian in the Boolr-Entry System. c. Three or more duplicate or counterpart originals of this Agreement may be signed by the parties hereto, each of which Jgether shall constitute one and the same Agreement. d. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK. Whenever possible, each provimon of this Agreement shall be interpreted in such manner as to be effective and valid under said laws, provided, however, if any provision of this Agreement shall be construed to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidiW without invalidating the remainder of such provision or remaining prowsions ~n this Agreement. 13. Except where Custodian is negligent or has acted in bad faith, Bank and Customer, jointly and severally, shall indemnify and hold Custodian harmless from and against any and all losses, claims, damages and liabilities (including claims by Bank and Customer), cost, and expenses (including reasonable counsel fees) to which it may become subject, or which it may ~ncur. amsing out of or based upon this Agreement or the actions contemplated hereby. This paragraph shall survive the termination of this Agreement. IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed by a duly authorized representative as of the date first above written. CITY OF BOYNTON BEACH (customer 9a~9~--'~ ~ By: Authorized SignOre Authorized Signature NationsBank, N.A. By: Authorized Signature Bankers Trust Company By: By: Authorized Signature Authorized Signature rev. 02/16/96 pjr pg. 7 Signature Authorization Form Custodian Agreement ',ustodian: Bankers Trust Company New York Bank: NationsBank, N.A. (Customer) attests that the~signatures written below are those persons who are hereby authorized and empowered to sign in transactions with Bankers Trust Company of New York (Custody Account # ) until Bankers Trust Company of New York has received notice in writing that this (Bank Will Assign) authority as to any or all of the persons whose names appear on this form has been revoked. By: Title: Date: Customer: Name: Address: Phone #: Authorized Persons: Name Title Signature rev. 02/16/96 pjr pg. 8 NationsBank NationsBank, N.A. Certificate of Authorization for Customer Agreement Commercial Automated Investment Account Public Funds Repurchase Agreement of (Governmental Entity) I certify that I am the (insert title) of the (Governing Body) of (Name of Governmental Entity) of the State of Florida (hereinafter referred Go as "Customer") and that I have authority to provide this Certificate of Authorization under the bylaws, charter and regulations of Customer. I hereby certify that the person designated below is authorized , on behalf of the Customer, to enter into, execute and deliver the following documents to NationsBank: Customer Agreement for Commercial Automated Investment Account - Public Funds Repurchase Agreement ("Customer Agreement"), Customer Agreement for Commercial Automated Investment Account - Pubhc Funds Repurchase Agreement, Addendum ("Addendum"), Custodian Account Agreement ("Agreement"), and Custodian Account Agreement Signature Authorization Form ("Signature Form"). Name(s) and Title(s) of Person(s) Authorized to Enter Into Customer Agreement, Addendum, Agreement, and Signature Form Title: Title: Title: I further certify that the signatures below are the signatures of the person(s) authorized to enter into said Customer ~-~Xgreement, Addendum, Custodian Agreement, and Signature Form on behalf of the Customer, as stated in this ertificate: ~Signature(s) of Person(s) Authorized to Enter Into Customer Agreement, Addendum, Custodian Agreement, and Signature Form Title: Title: Title: In Witness Whereof, I have hereunto set my hand as day of ., 19 (Title) of Customer, this Title: rev. 02/16/96 pjr pg. 9 NationsBank NationsBank, N.A. Custodian Account Agreement Securities for Repurchase Agreement of Customer Custody Account No. (Bank Will Assign) HIS CUSTODIAN AGREEMENT ("Agreement") is made and entered into as of the day of by and between NationsBank, N.A. ("Bank") of the State of Florida with a principal office located at 400 N Ashley Dr Tampa Fl, and Bankers Trust Company, a New York banking corporation ("Custodian"), and ("Customer"). WITNESSETH WHEREAS, Customer and Bank have entered into a Customer Agreement for Commercial Automated Investment Account - Public Funds Repurchase Agreement dated ("Customer Agreement") pursuant to which Bank contemplates selling securities to Customer. and Customer agrees to resell such Securities to Bank on a date certain; WHEREAS, the Customer Agreement requires Bank to establish a third party custodial account for the deposit of securities which are or may be the subject of repurchase transactions as designated in confirmations of transactions to be sent by Bank to Customer from time to time ("Securities"); and WHEREAS. Customer and Bank desire Custodian to accept the Securities and to hold the Securities in a separate, segregated Custodian Account. NOW, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, it is agreed that the Custodian will accept aH Securities and that it will hold the same as Custodian hereunder for the use and benefit and subject to the powers and duties as follows: 1. a. Securities delivered co and accepted by the Custodian shall be retained by Custodian in the form in which received, except for those Securities received in physical form which may be converted to DTC book-entry system. All such Securities shall be subject to withdrawal or other disposition only on joint instruction of Bank and Customer or as otherwise provided in this Agreement. Custodian shall be under no duty to investigate an_v Securities for calls prior to maturity. If information as to a call ~s received by it, Custodian shah notify Bank of any called or maturing Securities. Custodian shah maintain all Securities free ~f any lien, charge or claim of any kind in favor of Custodian or any person claiming through Custodian. b. Bank has the right to substitute other Securities of equal par value and equal or greater market value and of the same character authorized by the Customer Agreement from time to time upon written consent from Customer. Custodian shall have no responsibility for determining the value of substituted Securities, or whether such Securities are authorized by the Customer Agreement. The Custodian's receipt of a written consent from the Customer shah conclusively establish that such substitution is authorized by the Customer Agreement. 2. Custodian shah maintain the Securities in accordance with applicable law and shall identify the Securities on its books and records as securities being held subject to a repurchase agreement by Bank in favor of Customer. Custodian acknowledges that pursuant to applicable law, the purpose of this Agreement is to transfer and perfect the security interest and ownership interest Of Customer in the Securities, and Custodian shall make aH appropriate entries or notations in its accounts and cause aH appropriate entries to be made in its subcustodian's records to the extent necessary to reflect Customer's interest in the Securities. 3. Custodian is authorized to colleu~ and receive aH income with respect to the Securities, whether interest or dividends, and to credit such income to Bank. 4. Upon written notification from Customer and Bank, Custodian shall return the Securities to Bank. Any such delivery shall constitute a complete discharge of Custodian from any and all further liability for such Securities. 5. Custodian shall issue a confirmation or safekeeping receipt co Customer for each Security which identifies the ~ssuer, maturity date, par amount and coupon rate. Custodian shall supply to Bank and to Customer a separate written report for each preceding month listing the Securities held in the Custodian Account. Such report shall include: a. a list of Securities held at each preceding month end; b. the original par.value of each Security held as of each preceding month end; and c. an aggregate of the par values of all Securities held as of the preceding month end. rev. 02/16/96 pjr pg. 10 6: In the event that the Customer or Bank delivers notice of an Event of Default under the Customer Agreement to the Custodian Custodian shah notify the defaulting party of its receipt of such notice and act in accordance with the instructions of the nondefaulting party with respect to such nondefaulting party's rights pursuant to Section 9 of the Customer Agreement. Custodian may fully rely without further inquiry on the statement set forth in such notice. In addition, the Bank and the Customer acknowledge and agree that the provisions of Section 20 of the Customer Agreement shall be fully effective with .~spect to all transactions entered into between the Bank and the Customer thereunder. Bank shall pay the agreed upon Custodian fees and other compensation which may become due hereunder. Such fees may be debited to any deposit account Bank maintains with Custodian or to interest or dividends received on account of the Securities. 8. The parties acknowledge and agree that Custodian shall not have any additional duties other than those expressly provided herein or m any separate agreement with Bank. To the extent that Custodian is required to perform any of the customary Custodian services with respect to the Securities. i.e., in connection with their sale or purchase, such service shall be made subject to the Custodian Agreement presently in effect between Custodian and Bank and the provis~ons of such other Custodian Agreement shall apply hereto where necessary so long as they do not conflict with this Agreement. 9. Except as otherwise specifically provided for by this Agreement, all notices and other communications between parties shall be in writing and shall be either hand delivered or mailed by first class mail, postage prepaid, or sent by facsimile or courier as follows: a. to Bank: 200 N. College Street NC1-004-03-06 Charlotte, NC 28255 b. to Custodian: 16 Wall Street 4th Floor, Window 44 New York, NY 10015 c. to Customer: Notices shall be deemed delivered when actually received by the party to which they are sent. 10. Both Customer and Bank agree to provide Custodian with specimen signatures of those persons authorized, from time to time, to give instructions to Custodian under this Agreement and Custodian shall not xncur any liability with respect to any action taken in reliance upon any written instructions which Custodian in good faith believes to be genmne and to have been mgned by a duly authorized person. 11. Custodian shall give the Securities the same physical care and safeguards as are afforded similar property owned by Custodian Custodian's responsibility hereunder is limited to any .loss occasioned directly by the gross negligence or willful m~sconduct of its employees or by robbery, burglary or theft (while the Securities are in Custodian's physical possession), to the extent of the market value of such Securities at the date of the discovery of such loss. In no event, however, shall Custodian have any responsibility for consequential dan ages nor shall it have any responsibility or liability for the validity or enforceability of any security interest of Customer in the Securities. 12. a. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by any party to this Agreement without the prior written consent of all parties. b. This Agreement represents the entire agreement of the parties with respect to its subject matter and supersedes all prior oral or written agreements, negotiations or proposals. Custodian shall not be bound by the terms of the Customer Agreement or any other repurchase agreement notwithstanding any reference thereto in this Agreement. This Agreement may not be modified or amended except by written agreement executed by all parties, and the observance of any of the terms of this ~,,~Agreement may be waived only with prior written consent of all parties hereto. This Agreement may be terminated by Customer Lnd Bank by an instrument in writing delivered or mailed, postage prepaid, to Custodian, such termination to take effect on the [ate of such delivery or receipt by Custodian; provided, however, that unless a successor custodian shall have been appointed Lnd Custodian shall have transferred the Securities as provided below, this Agreement shall continue in full force and effect. rev. 02/16/96 pjr pg. 11 This Agreement may be terminated by Custodian by an instrument in writing delivered or mailed, postage prepaid, to Customer a~d Bank, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided. however, that unless a successor custodian shall have been appointed and Custodian shall have transferred the Securiues as provided below, this Agreement shall continue in full force and effect. If a successor custodian shall be appointed by Bank and Customer, upon terminauon of this Agreement Custodian shall transfer all Securities to the designated account of the successor _c~pstodian in the Book-Entry System. c. Three or more duplicate or counterpart originals of this Agreement may be signed by the parties hereto, each of which )gether shall constitute one and the same Agreement. d. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under said laws. provided, however, if any provision of this Agreement shall be construed to be prohibited or invalid under applicable [aw, such provision shall be ineffective only to the extent of such prohibition or invahdity without invalidating the remainder of such provision or remaining provisions in this Agreement. 13. Except where Custodian is negligent or has acted in bad faith, Bank and Customer, jointly and severally, shall indemnify and hold Custodian harmless from and against any and all losses, claims, damages and liabilities (including claims by Bank and Customer), cost and expenses (including reasonable counsel fees) to which it may become subject, or which it may incur, arising out of or based upon this Agreement or the actions contemplated hereby. This paragraph shall survive the termxnation of this Agreement. IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed by a duly authorized representative as of the date first above written. CITY OF BOYNTON BEACH NationsBank, N.A. Authorized Signyre Authorized Signature Authorized Signature Bankers Trust Company By: By: Authorized Signature rev. 02/16/96 pjr pg. 12 NationsBank NationsBank, N.A. Custodian Account Agreement Securities for Repurchase Agreement of Customer Custody Account No. (Bank Will Assign) HIS CUSTODIAN AGREEMENT ("Agreement") is made and entered into as of the day of c9 by and between NationsBank, N.A. ("Bank") of the State of Florida with a principal office located at 400 N Ashley Dr Tampa Fl, and Bankers Trust Company, a New York banking corporation ("Custodian"), and ("Customer"). WITNESSETH WHEREAS. Customer and Bank have entered into a Customer Agreement for Commercial Automated Investment Account - Public Funds Repurchase Agreement dated ("Customer Agreement") pursuant to which Bank contemplates selling securities to Customer, and Customer agrees to resell such Securities to Bank on a date certain: WHEREAS, the Customer Agreement requires Bank to establish a third party custodial account for the deposit of securities which are or may be the subject of repurchase transactions as designated in confirmations of transactions to be sent by Bank to Customer from time to time ("Securities"); and WHEREAS, Customer and Bank desire Custodian to accept the Securities and to hold the Securities in a separate, segregated Custodian Account. NOW, ~n consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which heresy are acknowledged, it is agreed that the Custodian will accept all Securities and that it will hold the same as Custodian hereunder for the use and benefit and subject to the powers and duties as follows: 1. a. Securities delivered to and accepted by the Custodian shall be retained by Custodian in the form in which received, except for those Securities received in physical form which may be converted to DTC book-entry system. All such Securities shall be Subject to withdrawal or other disposition only on joint instruction of Bank and Customer or as otherwise provided in this ~r,/~greement. Custodian shall be under no duty to investigate any Securities for calls prior to maturity. If information as to a call s received by it, Custodian shall notify Bank of any called or maturing Securities. Custodian shall maintain all Securities free f any lien. charge or claim of any kind in favor of Custodian or any person claiming through Custodian. b. Bank has the right to substitute other Securities of equal par value and equal or greater market value and of the same character authorized by the Customer Agreement from time to time upon written consent from Customer. Custodian shall have no responsibility for determining the value of substituted Securities, or whether such Securities are authorized by the Customer Agreement. The Custodian's receipt of a written consent from the Customer shall conclusively establish that such substitution is authorized by the Customer Agreement. 2. Custodian shall maintain the Securities in accordance with applicable law and shall identify the Securities on its books and records as securities being held subject to a repurchase agreement by Bank in favor of Customer. Custodian acknowledges that pursuant to applicable law, the purpose of this Agreement is to transfer and perfect the security interest and ownership interest of Customer in the Securities,-and Custodian shall make all appropriate entries or notations in its accounts and cause all appropriate entries to be made in its subcustodian's records to the extent necessary to reflect Customer's interest in the Securitms. 3. Custodian is authorized to collect and receive all income with respect to the Securities, whether interest or dividends, and to credit such income to Bank. 4 Upon written notification from Customer and Bank, Custodian shall return the Securities to Bank. Any such delivery shall constitute a complete discharge of Custodian from any and all further habihty for such Securities. 5. Custodian shall issue a confirmation or safekeeping receipt to Customer for each Security which identifies the issuer, maturity date, par amount and coupon rate. Custodian shall supply to Bank and to Customer a separate written report for each preceding month listing the Securities held in the Custodian Account. Such report shall include: a. a list of Securities held at each preceding month end; b. the original par value of each Security held as of each preceding month end; and _ J c. an aggregate of the par values of all Securities held as of the preceding month end. rev. 02/16/96 pjr pg. 13 6. In the event that the Customer or Bank delivers notice of an Event of Default under the Customer Agreement ~o the Custodian, Custodian shall notify the defaulting party of its receipt of such notice and act m accordance with the instructions of the nondefaulting party with respect to such nondefaulting party's rights pursuant to Section 9 of the Customer Agreement. Custodian may fully rely without further inquiry on the statement set forth in such notice. In addition, the Bank and the .~ustomer acknowledge and agree that the provisions of Section 20 of the Customer Agreement shall be fully effective with ~spect to all transactions entered into between the Bank and the Customer thereunder. · Bank shall pay the agreed upon Custodian fees and other compensation which may become due hereunder. Such fees may be "~ciebited to any deposit account Bank maintains with Custodian or to interest or dividends received on account of the Securities. 8. The parties acknowledge and agree that Custodian shall not have any additional duties other than those expressly provided herein or ~n any separate agreement with Bank. To the extent that Custodian is required to perform any of the customary Custodian serWces w~th respect to the Securities, i.e., in connection with their sale or purchase, such service shall be made subject to the Custodian Agreement presently in effect between Custodian and Bank and the provisions of such other Custodian Agreement shall apply hereto where necessary so long as they do not conflict with this Agreement. 9. Except as otherwise specifically provided for by this Agreement, all notices and other communications between parties shall be in writing and shall be either hand delivered or mailed by first class mail, postage prepaid, or sent by facsimile or courier as follows: a. to Bank: 200 N. College Street NC1-004-03-06 Charlotte. NC 28255 b. to Custodian: 16 Wall Street 4th Floor, Window 44 New York, NY 10015 r- r c. to Customer: Notices shall be deemed delivered when actually received by the party to which they are sent. 10. Both Customer and Bank agree to provide Custodian with specimen signatures of those persons authorized, from time to time. to give instructions to Custodian under this Agreement and Custodian shall not ~ncur any liability with respect to any action taken in reliance upon any written instructions which Custodian in good faith believes to be genmne and to have been s~gned by a duly authorized person. 11. Custodian shall give the Securities the same physical care and safeguards as are afforded similar property owned by Custodian· CustodianTs responsibility hereunder is limited to any loss occasioned directly by the gross negligence or willful m~sconduct of its employees or by robbery, burglary or theft (while the Securities are in Custodian's physical possession), to the extent of the market value of such Securities at the date of the discovery of such loss. In no event, however, shall Custodian have any responsibility for consequential damages nor shall it have any responsibility or liability for the validity or enforceability of any security interest of Customer in the Securities. 12. a. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by any party to this Agreement without the prior written consent of all parties. b. This Agreement represents the entire agreement of the parties with respect to its subject matter and supersedes all prior oral or written agreements, negotiations or proposals. Custodian shall not be bound by the terms of the Customer Agreement or any other repurchase agreement notwithstanding any reference thereto in this Agreement. This Agreement may not be modified or amended except by written agreement executed by all parties, and the observance of any of the terms of this Agreement may be waived only with prior written consent of all parties hereto. This Agreement may be terminated by Customer ~'-"~nd Bank by an instrument in writing delivered or mailed, postage prepaid, to Custodian, such termination to take effect on the ate of such delivery or receipt by Custodian; provided, however, that unless a successor custodian shall have been appointed nd Custodian shall have transferred the Securities as provided below, this Agreement shall continue in full force and effect. rev. 02/16/96 pjr pg. 14 This Agreement may be terminated by Custodian by an instrument in writing delivered or mailed, postage prepaid, to Customer and Bank, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided, however, that unless a successor custodian shall have been appointed and Custodian shall have transferred the Securities as ~-~ ~.ovided below, this Agreement shall continue in full force and effect. If a successor custodian shall be appointed by Bank and us~omer, upon termination of this Agreement Custodian shall transfer all Securities to the designated account of the successor ~stodian in the Book-Entry System. c. Three or more duplicate or counterpart originals of this Agreement may be signed by the par~ies hereto, each of which together shall constitute one and the same Agreement. d. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under said laws, provided, however, if any provision of this Agreement shall be construed to be prohibited or invahd under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invahdating the remainder of such provision or remaining provimons in this Agreement. 13. Except where Custodian ~s negligent or has acted in bad faith, Bank and Customer, jointly and severally, shall indemnify and hold Custodian harmless from and against any and all losses, claims, damages and liabilities (including claims by Bank and Customer), cost, and expenses (including reasonable counsel fees) to which it may become subject, or which it may incur, arising out of or based upon this Agreement or the actions contemplated hereby. This paragraph shall survive the termination of this Agreement. IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed by a duly authorized representative as of the date first above written. CITY OF BOYNTON BEACH NationsBank, N.A. _ (customer name) By: ~ ~/~~tur~o By: Authorized Signature Authorized Signature Bankers Trust Company By: By: Authorized Signature ~ ATTORN ' Authorized Signature