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1978-05 . Poe &Associates, Inc. P.o. Box 1348/Tampa, Florida 33601 (813) 228-7361 Telex 52.629 April 7, 1978 Mr. Claude E. Smoak, Jr., Mayor City of Clermont 1 West Gate Plaza Clermont, Fla. 32711 Re: Municipal Indemnity Exchange Dear Mr. Smoak: This will acknowledge receipt of your Subscription Agree- ment for the Municl.pa1 Indemnity Exchange, .and your Check Number 52542 in the amount of $3,661.00. This check will be deposited in the Escrow Account at the Exchange National Bank. Your copy of the completed Subscription Agreement is enclosed for your records. Please call us if you have any questions. Very truly yours, ./J~ ~~Ph E. Brown President JEB:dg CC: Dick Chamberlain .';- SUBSCRIPTION AGREEMENT THIS AGREEMENT, entered into by and between . ("'TTV OF rT.R'RMffiilT, rT.F.RMONT, FLORIDA hereinafter called the "Municipality", and WHITING NATIONAL MANAGEMENT CORPORATION, a Florida corporation with its principal office located in Tampa, Florida,. hereinafter called "Whiting". WHEREAS, Whiting desires to organize a reciprocal insurer, ,- to be known as "Municipal Indemnity Exchange", pursuant to the provisions of Chapter 629, Florida Statutes, as amended, whereby initially various "municipalities" (as such term is defined in Section ~65.03l(4), Florida Statutes, as amended) and thereafter other "units of local government" (as such term is defined in Section 165.031(1), Florida Statutes, as amended) may exchange certain types of insurance among themselves through Whiting, as the attorney-in-fact; and 1 WHEREAS, the Municipality desires to be one of the initial Subscribers; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is agreed as follows: 1. The Municipality acknowledges receipt of a copy of a document entitled "Subscriber's Agreement and Appointment of Attorney" (hereinafter referred 'to as the "Subscri~er's Agreement") pertaining to the proposed Municipal Indemnity Exchange. It is understood by the Municipality that the Subscriber's Agreement ~.. ." has been submitted to the Florida' Department of Insurance for its review. As soon as practicable after the Subscriber's Agreement, with such changes as may be required, has been . approved in final form by thA Florida DepartMent of ~nsurance, \vhiting shall furnish a copy thereof to the Municipality. At such time as the Municipality shall, be deemed to be an "Approved , Subscriber", 'pursuant to the provisions 'of paragraph 7 hereof, the Mu~icipa'li ty agrees' t'o execute and deliver to Whiting the Subscriber's Agreem~nt, in the final form approved by the Florida Department of Insurance, and, upon ,the proposed Municipal Indemnity Exchange receiving all required, authorization ,to transact insurance, the Municipality agrees to make all deposits and other payments provided for in the Subscriber's Agreement in the manner and at the times provided therein and to otherwise comply with, and be bound by, all of the terms and conditions contained therein. 2. The Municipality acknowledges receipt of a copy of a document entitled "Escrow Agreement" between Whiting and The Exchange National Bank of Tampa (hereinafter referred to as the "Escrow Agent") dated the 15th day of November 1977 (hereinafter referred to as the "Escrow Agreement"). All of the provisions of the Escrow Agreement are, by this reference, incorporated in this Subscription Agreement with th~ same force and effect as if fully set out:herein, and, by the execution of this Subscription Agreement, the -2- .;/ , . . Municipality expressly consents to and agrees to be bound by all of the applicable .provisions of the Escrow Agreement, including, but not limited to, the provisions with respect to refunds of monies paid by the Municipality, to the same extent as if the Municipality was a party to the Escrow Agreement. Furthermore, the Municipality understands and agrees that the provisions of this Subscription I\greement shall not obligate the Escrow Agent except to the extent provided in the Escrow Agreement and that, in the event of any conflicL between the provisions of this Subscription Agreement and the provisions of the Escrow Agreement, the provisions of the Escrow Agreement shall govern. 3. The Municipality hereby agrees to contribute the total 5um of S--11l,10'1.00 to be credited to the Surplus Funds, as such term is defined in the Escrow Agreement, of the proposed Municipal Indemnify Exchange, computed on the basis of $5.00 for each person residing within the corporate limits of the Municipality, b~sed on the most recent census conducted by the United States Census Bureau. Such total sum, to be held and distributed pursuant to the terms of the Escrow Agreement, shall be paid as follows: (a) Simultaneously with the execution of this Subscription. Agreement, the sum of S 3,661.00 (hereinafter referred to as the hInitial Contri- bution"), determined on .the basis of $1.00 for e~ch rerson residing with the corporate limits of thcMunicipality, bascd on the most rccent census conducted by the> United States Census Bureau, -3- ,.,. " . receipt of which is hereby acknowledged by Whiting; and (b) Subject to the provisions of paragraphs 5 and 6 hereof, the balance, being $ l4,Q44.00 (hereinafter referred to as the "Additional Contribution"), shall be paid in full within a period of thirty (30) days following the receipt by the Municipality of a notice from the Escrow Agent that: (i) the funds theretofore received and then held by the Escrow Agent pursuant to the.terms of the Escrow Agreement equal at least $400,000, as determined by the Escrow Agent; and (ii) the Escrow Agent has received a written certification from Whiting that no part of such funds are then subject"to being refunded tbany Subscrib~~." 4. Under the terms of the Escrow Agreement, the Municipality's Initial Contribution and Additional Contribution, if any, will be invested by the Escrow Agent. The Net Earnings, as such term is defined in the Escrow Agreement, attributable to the investment of the Municipality's Initial C6ntribution and Additional Contri- bution, if any, shall at all times belong to and be the property of the Municipality. However, the Municipality expressly understands -4- and agrees that all matters pertaining to the investment of the Municipality's Initial Contribution and Additional Contribution, if any, and the payment of the Net Earnings to the Municipality, shall . be governed solely by the applicable provisions of the Escrow Agreement. 5. Notwithstanding the provisions of paragraph 3 hereof, it is expressly understood and agreed that the Municipali~y shall have the absolcte right to request that its Initial Contribution be refunded at any time between the date of this Subscription Agreement and the day that is fiftee'n (lS) days after the date on which Whiting gives notice, to the Municipality that the funds theretofore received and th~n held by the Escrow Agent pursuant \0 the terms of the r:~cro"'" Agrcementegual at least $4CJO,OOO, as . d~termined by th6 Escrow Agent. The Municipality shall exercise such right by giving notice thereof to Whiting, and if such a notice is received by Whi,ting within the time period set forth above, thpn Whiting shall. forthwith in writing direct the, Escrow Agent to refund the Munici~ality's Initial Contribution, and to pay to the . Municipality any Net Earnings attibutable to the investment of the r-lunicipaU,ty's.Initial Contribution, in accordance wi.th the Jpplicable provisions of the Escrow Agrc~mcnt. Upon receipt by ~liting_of such a notice from the Municipality, the Municipality shall stand released and discharged from any further,liability under the terms of this Subscription Agreement. Furthermore, upon the lnitial Contributi.on being reiL;nded to the Municipality, and ~ny Net Earnings being paid to the Municipality, in accordance with t'llt' appl i c,lb 1\ ~ PI"OV i.;;; ions 0 f t he Ese row i\qrccmen t, no. i. Lher vlhi ti ng - 5- .,._~---_....---",..................-,......,... .~ ..-,: .,'. nor the Escrow Agent shall have any further liability to the Municipality. 6. Notwithstanding the provisions of paragraph 3 hereof, it is expressly understood and agreed that Whiting shall have the absolute right to reject this Subscription Agreement at any time between the . date of this Subscription Agreement and the day that is fifteen (15) days after the date on which Whiting gives notice to the Municipality that the funds theretofore received and then held by the Escrow Agent pursuant to the terms of the Escrow Agreement equal at least $400,000, as determined by the Escrow Agent. Whiting shall exercise ,- . this right by giving notice thereof to the Municipality. In the event Whiting gives such a notice, then the Municipality shall stand released and discharged from any further liability under the terms of this Subscription Agreement. If Whiting shall give such notice to the Municipality, then, simultaneously therewith, Whiting shall in writing direct the Escrow Agent to return to the Municipality its In i tial Con tr ibu tion, and to pay to the M~.llli.,cip,al:l ty any Net Earning s . at tr it.;H,l.table to the Mun,ic ipa1 Lty' s Ini ti,al Con tr ibution, in accordilnce with the applicable provisions of the Escrow Agreement, and upon doing so, neither Whiting nor the Escrow Agent shall have any further liabifity to the Municipality. 7. It is expressly understood an~ agreed that if the Municipality does not seek a refund of its Initial Contribution in accordance with the provisions of paragraph 5 hereof and if Whiting does not direct a refund of the Municipality's Initial Contribution in accordance \vith the provisions of paragraph 6 hereof, then the Municipality shall be deemed an "Approved Subscriber". ,-6- ,i,.", .;;; . 8. The following information with respect to the Municipality is true and correct: (a) The total number of persons residing within the corporate limits of the Municipality, based on the most recent census conducted by the United States Census Bureau, is ~661 9. Any and all notices or other communications required or permitted to be given to' the Municipality under the terms of this Subscription Agreement or under the ,~erms of the Escrow Agreement shall be in writing and shall be delivered in person or by certified mail, return receipt requested, arid shall be addressed as follows: CITY OF CLERMONT' 1 WEST GATE PLAZA CLERMONT~ FLA. 32711 Any and all notices' or: other communications required or permitted to be gi.ven to Whiting under the terms o.f. this:"<Subscript.iotl' Ag.tee-. ment shall be.in writ.ill<j and shall be delivered in person or by certified mail, return receipt requested, and shall be addressed as follows: WHITING NATIONAL MANAGEMENT CORPORATION l02 West Whiting Street Tampa, Florida 3360l Any party may furnish the other with a different address by a notice in accordance with the provisions of this paragraph. In ":'7- _~ ~) i 't>. case of delivery by mail, each notice or other communication shall be deemed given at the time it is mailed in any post office or branch post office regularly maintained by the United States govern- ment, with postage prepaid. . 10. This instrument may not be changed orally, but may be changed only by an instrument in writing signed by the parties hereto. ,This instrument, and the interpretation thereof, shall be governed by the laws of the State of Flor ida. WhenevE!_~:,~,~,~,~_~;:re in,.. the singular number shall include the plural, the plural shall include the singular, and the use of ~ny gender shall include all genders. 11. The per50n or persons executing thi5 Subsc!'iption Agreement , on behalf of the Municipality hereby c~rtifies or certify to Whiting t'lat .111 action required to render this Subscription Agreement a v<llid and binding obligotion of the Municipality has been taken. EXECUTED by the Municipality this :l/l~ day of ~lJ at Cfi~-:<t , Florida, , 191~1. BYCLQL~YOR EXECUTED by Whiting at dil)' of 4Yl'/ , 197~. ';-;[ rA /' .'_ , F lor i d a , t his 7 t --- o. " WHITING NATIONAL MANAGEMENT CORPORATION ~y :~ J: ~ -u-_ ~lts '2,......-'.~-k~. - B-