2001-30
NOlJ-13-2øø1
17:132
SUN TRUST 8K CORP TRUST
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41372375299
P.ø3/07
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CUSTODY AGREEMENT
THIS CUSTODY AGREEMENT (this "Agreement"), dated as of _Novembé~ I j ~
2001 by and between The City of Clermont organized and existing under the laws of the State of
Florida (the "City") and SunTrust Bank, duly authorized under its Charter and the laws .of the
State of Georgia and duly qualified under the laws of the State of Florida, having its principal
place of business at 225 E, Robinson Street, Suite 250, Orlando, Florida 32801 (the "Bank").
WITNESSETH:
WHEREAS, the City desires to retain and employ the Bank to act, and the Bank is
willing to act, as custodian of certain securities and funds of the City; and
WHEREAS, the City and the Bank desire to set forth the Bank's duties as custodian and
the compensation to be paid to the Bank for its services.
NOW, THEREFORE, in consideration of the premises and the mutual promises set forth
herein~ the City and the Bank agree as follows:
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I. The City does hereby retain and employ the Bank as custodian for the purpose of
maintaining an account on the City's behalf and holding therein such securities and funds as shall
be received by the Bank from the City, the income therefrom, and the proceeds, investments, and
reinvestments thereof. A written list of all such securities and funds shall be given by the City to
the Bank no later than the time such property is delivered to the Bank.
2. Notwithstanding the foregoing or any other provision of this Agreement, the Bank
shall have no investment management or investment advisory responsibility hereunder, ånd the
City shall be solely responsible for the investment and reinvestment of funds and securities held
by the Bank hereunder. The Bank sha] invest funds and securities placed in its care by:~he City
as specified by the City in accordance with paragraph 5 hereof and the Bank shaH not be '].iable or
responsible for any loss resulting from any such investment. The Bank shall not be liable or
responsible for the use or application by the City of any moneys payable to the City hereunder.
The Bank shall have no duty to ascertain whether the City is in compliance with any applicable
statute, regulation or law.
3. The Bank agrees to collect and receive the income, issues, dividends and profits
of the investments placed in its charge Wlder the tenns of this Agreement, or which may
hereafter be so placed, and agrees to pay over to the City the income as collected at such periods
as will, ftom time to time, be mutually agreeable to the City and the Bank.
4. The Bank shall collect and receive the principal of all investments that may from
time to time within its care, when and as the same may mature or be redeemed. The Bank shaH
hold aU principal monies as collected and received in a principal account, until the principal
money shall be invested or withdrawn at the direction of the City, .
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5. The Bank shaH, on the written instructions of those persons contwned in
Exhibit A attached, purchase and sell stocks, bonds, options and other secwities. The Bank shall
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also be authorized to purchase and sell on the written instructions of any investÏn"ent manager
designated by the City.
6. The Bank agrees to submit to the City monthly a list of the investments' ~d a
statement of accoWlt, showing all transactions of the principal and income since the date of the
last preceding statement. Upon expiration of sixty (60) days from the date of submission to the
City of any such monthly statement of account, the Bank shall be forever released and
discharged from all liability and accountability to anyone with respect to the transactions therein
disclosed, except with respect to such transactions as to which the City shall within such sixty
(60) days file with the Bank written objections.
7. Subject to the Bank's consent, additional moneys, securities, and investments of
the City may from time to time be delivered and deposited with the Bank and placed in its care
by the City under the tenns of this Agreement.
8. Any and all securities, investments and uninvested principal moneys may be
withdrawn from the Bank by the City. Upon an appropriate receipt of such order for each
withdrawal, the Bank shall deliver the withdrawn securities, investments and principal moneys
that may have been placed in its charge, to the City.
9. The Bank shall maintain complete accounting records showing all transactions
applicable to the principal and income portfolios within the account.
10. Securities held by the Bank under this agreement may be registered and voted in
the name of the Bank or its nominee. The Bank shall mail to the City all proxy requests, notices
of shareholders' meetings, and the like. The Bank shaH not vote upon any stocks, bonds, or other
securities, Or exercise any proxies with respect to the same, unless the balance or other ~imilar
materials are delivered to the Bank by the City with instructions fÌ'om the City as to the action to
be taken hy the Bank.
11. This agreement may be amended at any time, in such manner as may be mutually
agreed upon in writing by the Bank and the City, and may be terminated at any time by either
party, by delivery of thirty (30) days written notice thereof to the other party, whereupon all
assets shall be paid over and delivered to the City, or its designee, upon an appropriate receipt.
12. The Bank may rely absolutely upon the genuineness and authorization of the
signature and purported signature of any authorized representative of the City listed on Exhibit
A, upon any instruction, notice, release, request, affidavit, or other document deliveteÇ to it,
including without limitation any such document delivered by facsimile transmission.. . ".
13. The City hereby agrees to indernni fy the Bank and hold it hannless from any and
aU claims, liabitity, losses, actions, suits, or proceedings at law or in equity, or ~y other
expenses, fees, or charges or any character or nature, which it may incur or with which it may be
threatened by reason of its acting as custodian, unless caused by its willful misconduct or. gross
negligence; and in connection therewith, to indemnify the Bank against any and all reasonable
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expenses, including reasonable attorney's fees and the costs of defending any action, sbit. or
proceeding, or resisting any claim. The City's obligations hereunder shall survivé any
termination of this Agreement.
14. The City shall pay compensation to the Bank for its services hereunder as outlined
on Exhibit B. Reasonable expenses incurred by the Bank in connection with its services
hereunder shall be paid or reimbursed by the City. Reasonable additional charges may be made
by the Bank for special or extraordinary services, and shall be paid by the City. Any amounts
due in payment of such compensation or expenses sha1l constitute a charge upon the securities
and funds held by the Bank hereunder and shall be paid by the Bank from such securities and
funds, if not otherwise paid within sixty (60) days after the statement for such compensation or
expenses is rendered.
15. The Bank shall keep accurate and complete accounts of all investments, receipts.
disbursements, and other transactions hereunder, and all accoW1ts and records relating: thereto
shall be open to inspection and audit at reasonable times by any person designated in wiiting by
the City.
16.
All written communications from the Bank to the City shall be addressed to:
City of Clennont
P.O. Box 120219
Orlando, FL 34712
AUn: Joseph Van Zile, Finance Director
or to such other address as may be designated in a written notice from the City to the Bånk. All
communications addressed in the above manner and sent by ordinary mail, registered mail,
national overnight courier service (including, without limitation, Federa1 Express), or delivered
by hand, shall be sufficient for the purpose of providing written notice under this Agreement.
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17.
All written communications from the City to the Bank shall be addressed to:
SunTrust Bank
225 East Robinson Street
Suite 250
Orlando, FL 32801
Attention: Corporate Trust
Or to such other address as may be designated in a written notice from the Bank to the City, ',All
such communications must actually be received by the Bank to be effective. ' '
18. This Agreement shall not be assigned by either party without the written consent
of the other party.
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19, No modification of this Agreement shall be valid unless made by written
agreement, executed and approved by the parties hereto.
20. Should any section or part of any section of this Agreement be declared void,
invalid, or unenforceable by any court ofJaw for any reason, such detennination shaH not render
void, invalid, or unenforceable any other section or other part of any section of this agreement.
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21. This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Florida.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to 'be exeCuted
by their duly authorized officers and their official seals to be hereunto affixed and attested as of
the date first written above.
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At~~vr
City of Clermont
BY:~W"'~
Name: Title: /114Y,1L
::T~t B'L~ .
Name: t.1bW\N N\JÑt:!.-
Title: Ct>~ 1Jlof)T oFFt(Ðl
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NOU-13-2001 17:03
SUNTRUST BK CORP TRUST
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Exhibit A
SunTrost Bank
225 East Robinson Street
Suite 250
Orlando, Florida 32801
In accordance with paragraph 5 of the Custody Agreement (the "Agreement") between the City
of Clermont (the "City") and SunTrust Bank you are hereby notified that the fol1owing persons
shall be authorized representatives of the City from whom you may accept instructions to
purchase and sell stocks, bonds, options and other secwities and ttom whom you may accept
notices directions or instructions on any other matter concerning the Agreement untit you are
otherwise notified:
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NAME
TITLE
SIGNA TURE
Joseph Vanzile
Director of Finance
Wayne Saunders
City Manager
City of Clermont
By: ~.-..O
Name. ro d Turville.
Title: Ci ty Mayor
(Seal)
f3~{)£~
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TOTAL P. 07
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NOU-13-2001 17:02
SUNTRUST BK CORP TRUST
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407237 5299
P.02/07
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Exhibit B
Custodial Fee Schedule
Custodial fee comDuted on market valuation of assets:
First $25,000,000
Next $75,000,000
Over $100,000,000
. 0002 (2 basis points) annually, minimum $1,200
.0001 (1 basis point) annually
.000025 (1/4 of one basis point) annually
This base fee covers the safekeeping of assets, production of monthly statements, pricing
of assets (market values to be reflected on monthly statements), collection of Income and
proceeds of maturities, and purchase/sale of Fed Eligible or Depository Eligible Securities up to
four trades per month. This schedule does not contemplate equity investing.
Transaction Chare:es:
No Transaction Charges for Fed Eligible or Depository Eligible Securities up to four
trades per month. $75.00 per trade over four.
$100 per Physical Security Transaction.
$100 per Repo Purchase, to cover safekeeping and valuation of collateral.
$ 15 per monthly Principal Pay-down on each mortgage-backed security.
Fees are billed or charged to the account on a quarterly basis. Out-of-pocket exp~ses involved
in the administration of the account (attorney fees, brokerage commissions, wire tmnsfers @ $15
each, postage, courier, etc.) will be reimbursed by the customer. .
Septem~er 2001
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