HomeMy WebLinkAboutFleet Bank ELIZABETH A. NEVILLE
TOWN CLERK
REGISTRAR OF VITAL STATISTICS
MARRIAGE OFFICER
· i~ RECORDS 1ViA~AGE~IENT OFFICER
, :,~REEDOM OF iNFORMATION OFFICER
Town Hall, 53095 Main Road
P.O. Box 1179
Southold, New York 11971
Fax (631) 765-6145
Telephone (631. 765-1800
southold~own.northfork.net
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
FOLLOWINGRESOLUTION NO. 578 OF 2002
MEETING OF THE SOUTHOLD TOWN BOARD
ON AUGUST 27, 2002:
RESOLVED that the Town Board of the Town of Southold hereby authorizes .and directs
Sunervis0r JoshuaY. Horton to execute a Third Party Custodian Agreement between the
Town of S0uthold~ Fleet National Bank and The Bank of New York; said agreement subject
to the approval of the Town Auomey.
Elizabeth A. Neville
Southold Town Clerk
FOR BANK USE ONLY
~J~ []MA ~'ME []NP, []UPNY []RI
t [] METRO NY/NJ [] OTHER
ResolutiOn
1. I am (check one)
, hereby certi~ that
Secretary or Clerk of Corporation:
AssiStant Secrete. ry or Assistant Clerk of Corperauon;
a gen'erai partner of p~rtnershio
sols Dro,Ddetor
t7¢' OT,,',ER ·
(COMPANY)
2. That the Company ~s organized and existing under the laws of
fSTATE)
3. That the foilowing Resolution has been duly adopted by all requisite approvals:
RESOUCED: For purposes of utilizing the Funds Transfer Service of fCf.,&~'7'- ?o4,'47..
("Bank"), tiqe Company enters into a Funds Transfer Agreement with the Bank containing such terms and
provisions as the Company and Bank shall agree to; that the Funds Transfer Agreement shall authorize such
one or more officers of the Company to effect funds transfers on behalf of the Company end to debit end with-
draw fu1~ds from one or more Company accounts maintained with the Bank: that in order to accomplish '.he fore-
going, the officer whose name and title appears below, acting singly, shall nave full oower and authority to
execute the Funds Transfer Agreement. including'the designation of. such one or more officers of. the Comcany
who shall qave the power and authority to effect funds transfers and to debit and withdraw h~nds from the
Company's accounts, and such additional documents as the Bank shall request. The following officer of ~he
Cc~mpany, acting sJngiy, is hereby given ~e power and authority to execute the Funds Transfe¢ Agreement. ss
~foresaid:
4. That as of the date hereof the foregoing Resolution has not been amended or modified and is in full force and
effect and that the aforesaid officer continues to serve as the duly elected and qualified officer of the Company
in the capacity indicated.
IN WITNESS WHEREOF, I have'set my hand and seal of the Company on the
day of
(IN C~ACITY AS ,~,FORESAID} (M~t be signed by person other than individual being au[nonzeoj
White and Canary - PA SERVICES, FUNDS TRANSFER DEPT. Pink - CUSTOMER CONFIRMATION
PO Box 5635, Scranton, PA 18505 - 5635
10288 6199 PKG 50 EA
Funds Transfer Agreement
As.used .herein the words "you," "your~ and "yours" refer to the customer named below. The words "we,"
~,~with us t~ other accour[tsmai~tained with us or elsewhere~ You have requested access to the Service.
~ By Signing th s agreement ("Agrsemen~ you agree to all ortho terms and conditions contained herein.
TRANSFER INSTRUCTIONS
A. Initiating Transfers
Any o~ your authorized [epresentatives ( Authorized Representative ) may instruct us to transfer
funds fr~3m an'Y ~,~,dur de~igQated accounts with us (an "_A._c~,0unf') to any other acco'unt with us or
to an accountat'~;3o~er, b~nk t~rough the Federal Reserves funds transfer system or such other
fu~3d~ transfer ~ystem as wemay re~sonab y se oct ("Funds Transfer System=~,. Each Author zed
Repr,ese~tiv~d Adc~QhtiS listed on Exhibit A a~tached hereto anB hereby ~nac/e a pa~t hereof.
Su~ch an ~.~stm.~ ~c~on~!,(a ,paYmeat order~ or order~) may be rec~elved from you by telephone, in
wdt~ng, e;r by n~ean$,of a.,terminal connection with us or by any other means we may make
available to you.
B. Executing O~dem
i. General
We will execute a payment order received from you only if it is in the medium specified by you in
the Funds Transfer Service Agreement and received by us at the location designated by us during
our normal business hours. For purposes of this Agreement, we shall be deemed to have
executed a payment order by and at the time of transmitting it to the applicable Funds Transfer
System o~ in the case of a~ order to be credited to an account with us. upon crediting such
account.
Except as provided in section l(B)(iii) below, each payment order must include the following
information, in addition to any information, required by us for Authorized Representative
identification a?d secudt~ purposes: (a) the account number of the Account from which funds are
fo be withdrawn; (b) the amount and type of currency to be transferred; (c) the name of the
beneficiary bank; (d) the name and the account number of the beneficiary of the order;, and (e) the
name and ABA number of any intermediary bank through which funds are to be transferred or
processed. You acknowledge and agree that, if your payment order describes the beneficiary or
intermediary bank inCOnsistently by name, account or ABA number, payment of the order
transmitted by us to the beneficiary or intermediary bank might be made by that bank on the basis
of the account number even if it identifies a person or bank different from the named beneficiary
or intermediary bank, and that your obligation to pay the amount of the order to us is not excused
in such circumstances, We ere not responsible for detecting any errors that may be contained in
any payment Order you send.
We aod,you wil~, comply with the security procedures you selected in the Funds Transfer Service
Agreement. 'You agree that you have selected the security prOcedure most suitable for you,
considering, among other things, the size, type and frequency of your payment orders. If you
select a security procedure that is not suitable or commercially reasonable for you and we fotlow
those procedures in acce0t~ng your payment orders, you agree that you will be bound by those
payment ordeYs whether or not they are authorized.
Form 11C15 (3/99) Pkg/25
In addition to the security procedures you have selected, we may also, but shall not be obligated
to, call back an Authorized Representative (other than the Authorized RepreSentative from whom
we purportedly received a payment order) in order to authenticate any order received. If we
exercise that.right, we shall have no obligation to execute the payment order received until such
tirneas we are able to secure an authorization from such other Authorized Representatives. You
understand and agree, andyou shall advise each AuthodzedRepresentative that we may, at our
.option, record telephone conversations beN/een an Authorized Representative end us. The
=lecision to record any telephone conversations shall be solely within our discretion and we shall
have no liabll~ for failing to do so.
We are not obligatbd:to e~ute and will, except as set forth below, reject any payment order (a)
"(h~at: ex~ceeds the amount: bf;avai!able fUnds on deposit with us in the A~ccount designated in the
or, er to bis d~bi~ed [or ~ Lhe case o, a repetitive order, the Account spemfied m Exhibit B), ~) if
yci~ ~ave~com~.hec w~t,, you, obligations with respect to the secudty prcceUures'youseiected
O~ E the b~der ,,ce. no, meet ,he reaulremen,s of these procedure; (c) that s ~o~ In accordance
wi~h any ~-o~iti0n requ~ed by' ~bu~ agreed tb n Writing, by U§; (,cl)tha~ ~s r~t-~ acgdrda~ce
with. any other requifemeht of:this Agreeme~.,,or ~):that ~e. ~ ;~tnai~le to~ eXec~ dna'to
ao::)licabie legal ~rccess, law. reguiation or otl~e~' eo~ernmental [iGiSel~ne. ~o~ithstandih9 the
foregoing,sentence, we '.may= in our discretion, execute an order even if there are nm sufficient
available funds on'deno~it ~vith us in the Account you designate to fund the payment order. If we
do so. you agree to repays.us on. demand the amount of any resulting overdra~ in the appli"able
Accoun.: and the overdra~ fees specified in the:,applicableAccountagmement.
ii. Time of Execution
Unless the payment ~rderspeciffes a later date we will use our best efforts t~o execute a payment
order received frcm you~3g,+the date the order ~s received if we receive.it before our fUnds transfer
cra-off houpot~ a.day we;aYe open~ We will execute a payment order on a later day than the day
of receipt of the O~.er i~f~{i~ayment order specifies such la{er day and is no more than thirty (30)
calendar d~yS. a:~r the~a~ent,order is received by us. If either the applicable Funds Transfer
S, ~'.;" :~ ,~':";!; !!'~ :'i~ 's .: ~:¢ ':~ '~.'mitted or .the beneficiary hank are not open for husines~
o::.".~.e;"~:; ':::. ,',..:;;, :".'."~' ..... ; order on the next business dey on which both. areopen.
We may handJe{ipaym .e~em received from you in any order convenient to us regardless of the
order in whJci~ W~' receive
A payment o~der shall~ he~deeme¢ received by us when the transmission to us and compliance
with the security pr0ced,Jres you, selected are completed.
iii. Repetitive Orders
We will provide you with a repeat code for each repetitive payment order (i.e., a payment order
made on a recurring basis to the same beneficiary and to the same account at the same
beneficary bank) to beLmade to those payees identified in Exhibit B. A repetitive payment order
must include the repe~t code and amount of the payment order in add tion to any information
required by US for Auth~3rized Representative identification and security purposes. Ifyou use an
incerr.e, ct rep~a, t Code, ~e ere not obligated to execute the payment order, but if we do, you shall
be obl~gafed to pay the -~'mou~t of the order as provided herein.
iv. Cancellation and Amendment
You may request that we attempt to cancel or amend a payment order previously received from
you. Any such request shall comply with the security procedures applicable to the related
payment order.
We shall use our best efforts to act on a request for cancellation or amendment received prior to
execution of the related payment order by us, -but we shall have no liabil~ for failure to effect
such cancellation or amendment. If we receive your request after we have executed your
oPayment order, we will transmit to the beneficiary bank a request for cancellation or amendment
f a payment .order receNed aftere'~'eCOtion of the i'elated payment order by us, but §hall have no
for failure to effect such cancell~tionor amendment. If the ~ ~irected us to
', we will transmit the
we will have no. further obligation to act with
v. Notice of Rejection or Return
We w~ notify you promptly of any reje~ion of a payment order by us and cf any return of a
payment orde~ t~ansTaitted by us under this A~eement. Upon such notification we shall have no
fur,her ob[igatio~ to ~ with respect to such order, provided, in the Case o~ rejection of an order,
we have acted in ac~0rdance with the terms of this Agreement
C. Payment;,Authorizafion to Charge Account; No Extension of Credit
You agree to ~pay. us' ~e amount of each payment order on the day we execute, that order. We
may, without prior n~pt~ce or demand, debit the Account designated in the order as the Account
from which funds are ~0 be withdrawn, or the appropriate Account in the case of repetitive orders.
We wilt credit~the ACCOunl previdusly debited in the amount of any final settlement received by us
by reason of the return, cencellation or amendment of a payment order executed by us. Such
credit shall b~ made as of the day of such receipt by us.
You will atail times maintain a balance of available funds in the Account sufficient to cover your
payment obligatior:is ~Jnder this Agreement In the event there are not sufficient available funds in
the Account to cover~vour obligations under this Agreement, you agree that we may debit any
account you. mainfain~ith us. or that we may set off against any amount we owe to you, in order
to obtain payment of ~our obligations under this Agreement. Any overdraft created in any of your
acCounts'is: immediate'ly due and payable without notice or demand.
Nothing in this Ag ,moment nor any course of dealing between you and us constitutes a
cemm tment Or ob ~a{ion on our part to end money to you or to extend any cred t or make a oan
to. you or to othen~is~ ad~,,ance funds to you to pay for any payment order.
D. Confirmation; Account Reconciliation
Information about each payment order executed by us, including a reference number, will appear
on your periodic statement, in addition, if you so request, we will send you a written confirmation
of any particular payment order executed by us to the address indicated on Exhibit A. You agree
to notify us immediately of any discrepancy between your records and any confirmation advice or
periodic statement If you fail to notify us of any such discrepancy within thirty I30) calendar days
of-receipt of the COnfirmation advice Or period statement, whichever you first receive, you agree
that we will not be liable for any losses resulting from your failure to give us such notice, unless
otherwise provided by law.
E, Security Codes ~
If a Personal Identification Number ("PIN") is a part of the security procedures you selected, we
will assign a unique PIN for each Authorized Representative designated in Exhibit A and advise
you of each such PiN'assigned.
You shall be responsible for the security of each such PIN and any other code used under this
Agreement arid for thei~ Unauthorized use. Each authorized representative shall .agree to kcs,p,
each such PIN and code confidential and to disclose them only to such individuals who 'are
required to know them. You shall instruct each Authorized Representative that such PiNs and
codes shall rtot be .disclOSed to anyone else, and shall establish and maintain procedures
reasonably adapted to assure the confidentiality of such PINs and codes. If at any time you
believe .thaf. anysuch PIN'or code has become known by so. me unauthorized person {whether or
no; atnployed by you), yoU ~hal! not fy us immediate y by telephone and confirm ~at notification ~n
writing. Upon receip; of such telephone notice, we shall issue a new PIN and ccde in sunstitution.
end we shall no longer ac~ o~ instructicns containing the PIN(s) andlbr code(s) identified in such
no;ice. We reserve '.he right to change any PIN or code at any time upcn notice to ¥o[,. You
shall notify us immediately by telephone, and confirm to us in writing, if you terminate the
authority of any Authorized Represenfative. Upon receipt of your telephone notification,
we shall no longer act on ;nstructions received from the persort identified Tin such notice.
Until w? receive .such noti/Je, however, we m.a.y act ui~on and yo.u..shall be re-~ponsible for
any payment.order we rece~ve~from an Authorized Representative.
F. Our/~gents
We may use agents inc uding but not limited to Fleet Services Corporation. to perform certain of
our obligations provided for in this Agreement. Ybu may be permitted or required to direct
payment order~ requests to such an agent rather than to us.
2. COMPENSATION
To the extent required by law, if you suffer any loss of interest resulting from our error in executing a
payment order, or from our failure to execute a payment order in accordance with the terms of this
Agreement. we will reimburse you for such loss to the extent provided herein, provided that you have
complied with the terms and conditions cf this Agreement and that such error or failure was due to causes
within our control. Such compensation shall be limited to the interest lost for a period not exceeding
mnety (90) calendar days following the receipt by you of the confirmation advice, terminal print-out, or
periodic account statement (which'ever Occurs first), and. shall be calculated by using a rate equal to the
effective federal funds rate at the Federal Reserve Bank for the state in which the Fleet Bank that holds
the Account is located for the period inv01ved. At our option, compensation w~ be paid either by credit to
an Account or by check. No such compensation will be paid if the payment order involved was not
authorized by you if the payment order was received from someone purporting to be an Authorized
Representative and we executed, the order in good faith and in compliance with the secud~ procedures
you selected.
3. CHANGES
From time to time you may change (a) accounts from which payment orders may be made, (b) Authorized
Representatives and (c) any other information contained in any exhibit to this Agreement by notice to us
signed by an authorized signer On the applicable Account(s). Such change will be effective on the second
bank business day after the day we receive notice of a change fi-om you or such later date as may be
stated in your notice to us. We may require you to use certain forms in order to effectuate such changes.
From time to time we may chan~e any of the {efTs and cohditions contained in this Agreement, including,
without limitation, our business hours or any cut-off hour, provided herein. Such changes wfll become
effective upon receipt of notice by you or such later date as may be stated in our notice to you.
In the event any applicable statute regulation or government pelicy, includ ng wthout imitation the
.F~eral Reserve,s large-dollar risk control pohcy, would .invalidate or Toddy any portion- of this
A~eement, then the Agreemer~'shall be deemedame~ded to the ~nt necessary to comp y with such
:S~tUt~ regUIatt0r~or p~ icy, and`we sba I not be liab e to you as a result of our having to com~ly with such
a statute, 'regt~lation or policy.
UABILITY; LIMITATIONS ON LIABILITY; INDEMNITY
We shel be responsible on!y for perform ng the Service as expressly provided in th s Agreement, and
'shall be liable o~ly for our ~g ~g~nce or ack of'good faith in perform ng the Service. We shall not be
~espOnsib e for your acts ~or~ omissions or, except.as prey ded in section 1 (F), those of any other person.
Jnctuding without limitation, . any Funds Transfer System or Federal Reserve Sank or transmission or
· communications facility, any banefida~ or beneficiary bank (including wJthout limitation the rejection of a
- payment~rder by sucl~, beneficiary or beneficiary bank), or any other bank, and no such person .~ha be
deemed our agei3L Except, ~s other:wise exprassly prOVided heroin or asrequired by Iaw We shali notbe
i'equired to act ~on a~ny ~.'~c~ior~[ received from you or any other person o~' [o provide any not ce or
~dvice to yOu or'~any othe~'p~rSOn.
Without limiting the genereli
delay l0 actmg .if such fa~
comrnu,nication ~lifies~ ec
our control. In addition, we~
if~ such execution would ,r~.~
t~sander, net debit Cap) est~
any provision of,the Federa
~.of the foregoing provisions, we shelLbe exc~Jsed from failing to act or any
re or delay is caused by lagai constraint, interruption of transmission or
Iipment failure, war, emergency conditions or other circumstances beyond
~all,be excused from failing to execute or delay in executing a payment order
? in our hav ng exceeded any limitation upon our intraday net funds position
i!ished pursuant to Federal Reserve guidelines or in our otherw se vie ating
~eserv~'s large-dollar risk control pro, ram.
IN NO EVENT SHALL WE;BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT LOSS
OR DAMAGE THAT YOU ~AY'.II~CUR OR SUFFER N CONNECT ON WiTH TH S AGREEMENT OR
THE isERVIcE NCLtJDI~ Wi~THOUT ElM TATION LOSS OR DAMAGE FROM SUBSEQUENT
WRONGFUL DISHONOR P,E~SuLTING FROM OUR ACTS PURSUANT TO THIS AGREEMENT,
REGARDLESS 0F WHET~R ~HE LIKELIHOOD OF SUCH LOSS OR DAMAGE WAS KNOWN BY US
AND REGARDLESS OF T~,E. BASIS, THEORY OR NATURE QF THE ACTION ON WHICH A CLAIM IS
ASSERTED.
We shall be entitled to rely o~n any notice or other writing' believed by us m good faith to be genuine and
~0]'rect and to have been sf~ned by the person purporting to have signed such notice or other writing.
Any'sUch notice or other writing shall be deemed to have been signed by such person.
I~apayment order received by us was sent by an Authorized Representative or someone purporting to be
an Authorized Representative, it will be deemed effective as your order and you shall be obligated to pay
the am0un[ of the order as provided herein whether or not the order was authorized by you if we executed
you~' order in good faith and in comcliance with the security procedures you selected. If a payment order
receiVed by us was authorized by you, you shall be obligated to pay the amount of the order as provided
herein, whether or not we c0~plied with the security procedures you selected whether or not that order
was',erroneous in any respect or that error would have been detected had we complied with such
procedures.
You agree to indemnify us against any oss, ~bi ity or expense (including attorney's fees and expenses)
incurred by us, in performing funds transfer services in accordance with the terms of this Agreement.
ADDITIONAL TERMS AND CONDITIONS
A. Fees
Fees for funds transfers shall be in accordance with our fee schedule in effect from time to time.
B. No Waiver
Except for changes rqaAe irt accordance with thisAgreement~ no deviat on, whether intentional or
unlnte~t[onal~ siiali'constitute a change hereto, and no such deviation shall constitute a wan/er, of
any right or duty of either party hereto.
AcCOunt Agreements
The terms and' conditions of your applicable. Account agreement(s) are hereby incorporated by
reference into thisi~reeme~, if any inconsistency exists between such agreement(s) and this
Agreement, th[SlAg~nen~ shall control to the extent of such inconsistenc~'. ~
D. Incoming Transfers
To the extent required by law, we will notify you of incoming funds transfers by midnight of the
business day following the date on which the payment is made.
E. Notices
Unless otherwise stated in this Agreement, all notices and advices sent by you in connection with
this agreement shall be in writing, signed by duly authorized signer(s) on the applicable
AcCount(s) and sent by registered or certified U.S. mail, hand delivery, or an express carder.
Notices or advices to you will be sent, by first class mail or any other means, to your address as
indicated on Exhibit A unless another address is substituted by notice delivered or sent as
provided herein. Notices or advices to us will be sent to our address as indicated on Exhibit A.
F. Termination
You may terminate your use of the Service and this Agreement at any time. Such termination
shall be effective on the secend benk business day following the day of our receipt of such notice.
We reserve the right to terminate the Service, or any part thereof, or this Agreement immediately
upon notice to you. Any termination of this Agreement shall not affect any of your obligations
arising prior to such termination.
G. Entire Agreement
This Agreement is the complete and exclusive statement of the agreement between us and you
with respect to the subject matter hereof and supersedes any prior agreement(s) between us and
you with respect to such subject matter. There are no promises, agreements, conditions,
undertakings, warranties or representations, either oral or written, express or implied, between us
and you other than as set forth in this Agreement.
H. Severabili~ of Provisions
If any part of this Agreement shall be held to be void or unenforceable, such part shall be treated
as severable, leaving va~id the remainder of this Agreement.
I. Non-Assignment
You may not assign this Agreement or any of the dghts or duties hereunder to any person without
our prior wrFden consent.
J. Binding Agreement
This Agreement is.andr shall be binding, upon and inure to the benefit of the paraes hereto a~d
~!heir respective tega! repreSentatives, Successors and assigns. This Agreement is not for the
benefit of any~o~, person and no Other pers0~l shall have any right against us 0r you: hereunder.
K. Goveming Law
,This agreement shall be governed by the laws of the State where the Fleet Bank that holds your
Account is principally located.
IN ~A/ITNESS WHEREOF, this Agreement has be.n executed b~ your duly authorized officer as
or,his. ~'~ day of AJ0~,'~v~.,,~c~---; , .i~.°/ .
CUSTOMER: To[~n of Southo!d
Print Name: Jean W. Cochran
Supervisor
[]CT []MA DME [3 NH []UPNY
[] ,Metro NY/NJ []
Short Name Operator Input ID Vedfier ID
Date Processed
Repetitive Code (4 to 8 charactem) ---- __
: Type of ~.ransfer: Please che~ one °nly
~ Repetitive All wire tex~ is conS~ent, only amount changes
~Sami~Repettive Am0unt and 'mi~lIaneOus information" may change only
DRAWDOWN REQUEST FOR FUNDS (1031)
Debit Account Number
9387622082
AeceuntTifle To~ of Son.old F~:shers Island Ferry DSstrict
Cu:r,"ency (if other than U;$. O~t[ars);
:' ' ' ' FED ABA~
: ~ntermed~a~y Ban~ ;
CHIPS ID #
Address
State/Coun~rf
~ranch {'~f appticab{ei
The Suffolk Connt¥ National Banl
6 West Second Street
FED ABA~ 02140.5464
CHIPS ID ~f
~i~! m,, Riverhead Stat~Countmf
Beneficiary Bankfs Accoun~ Number with Intermediary Bank_
New York
8eneficiarv Name
Beneflcia~j AcCOunt #
To wn ef Southotd, Fishers Island Ferry District Agency & Trust
630000081
Seneficia~Address 53095 Route 25, PO Box t179. Southold~ I~f 11971-0959
I Fu~her I~ormafion (l~oice ~ / Reference ~ /etc.)
By Order of
Author]zed Signature Authorized Signature
Name Jean W. Coclzran Name
Date P~I~!~ Telephone No. (5t6)P~5-4333
~o2&3 ~JS~ ~ zs EA Whit~ and Canary - FUNDS TRANSFER Pink - CUSTOMER
Exhibit B
r~CT [3 MA ~ME [3 NH [3UPNY []RI~ []FL ~MetroNY/NJ E]
Short Name Operator Input ID Verifier ID Date Processed
Repetitive Code (4 to 8 characters) ;,
Type of Transfer:. Please check o~e. only
l~:Repefifive All wire text i,s,. cor~sistent, only amount c. hanges
[3 Semi-P~epetitive Amount and 'miscellaneous i~formation may change only
D DRAWDowN REQUEST FOR FUNDS (1031)
Debit Account Number 0001137759
'AccountT'r[~e Fishers Island: Ferry District
Currency (if ether then U.S; Ooflara) _
Intermediary 9a~k FED, ABA~
CHIPS ID #
Address
City S~ate/Country
Branch (~f appl ~aDte~
Name
~ae S__u_f.£olk C~nty National Ban~
Address 6 West Second Street
FED ABA# 02I 405464 ___
CHIPS ~D #
Ci%, - Ri~,erhead State/Count,'7. New York
Benefimary Bank's Accou~ Number with lntermedisry Sank.
BeneficiawName Town of Southold, Fishers Island Ferry District Agency & Trus~
Beneficiary Account # 630000081
,Add~ess 53095 Route 25, PO Box 1179, Southold, New York 11971-0959
Further Information (Invoice # / Reference # / etc.)
applicable item (Not to exceed 140 Characmrs)
By Order of
Authorized Signature
Jean W. Cochran
Date
By
Authorized Signature
Name
Telephone No. (51~ 765-1889
White and Cana~ - FUNDS TRANSFER Pi~k - C[~STOMER
[]CT []MA E]ME []NH []UPNY []'R mFL E] Metro NY/NJ
Short Name Operator lnpdt ID Verifier ID Date Processed
]Repetitive Code (4 to 8 charactem)
Type of Tl~ansfer: Please check one~ only
[~ Repetitive All wire text is.con, sistent, onty amount c. hanges
[] Semi-B~etit~'e A~ount and YmisdeUaneous information may change only
[~ DR~WIPOwN REQUEST FOR FUNDS (1031)
'Deb~t Account Number. 9387622074
Account Title
Town of ScutholR General Fund Whole Town
Currency (if ~her than U.S_ Dollars}
intermediary Bat':k FED ABA~
CHIPS iD #
Address
City State/Country
Branch {if appiicabie)
Name The Suffolk County National Bank
Address
6','West¥SeconR'Street
FED ABA#
CHtPSID #
021405464
Ci%,' Riv__e_e rhe a~_ State'Country New York
Beneficiary Bank% Account. Number with Intermediary Bank
9eneficiary Name Town of Sonthold A~encv & Trust
Beneficiary Account #
630000099
BeneficiaryAddress 53095 Route 25, PO Box i179, Southold, NY 11971-0959
SEMI*REPETITiVE ~ ;ach applicable item [Not to exceed 140 Characters)
Further Information (Invoice ~/Reference # / etc.)
~y Order of
%
Name
Date
Authorized Signature
Jean W~. Cochran
Name
White and Canal' - FUNDS TRANSFER
Authorized Signature
Print
Telephone No. (516) 765-1889
Pink - CUSTOMER
[]CT []MA []ME []NH E]UPNY []RJ~ [:3 FL m'MetmNY/NJ []
Short Name Operator Input ID Verifier ID Date Processed
Repetit~e Code (4 to 8 characters)
Type of Transfer: P[~sars,.e' check one only
~ Repetitive All wire text is consistent, only amount c,,hanges
~ Semi-Repetitive Amount and"misFeitaneous information may change only
[] DRNNDOWN REQUEST FOR,FUNDS,(1031)
9387622082
DebR Acc~un~ Number
AccauntTit]e Iown of $outhold Fishers Ista~nd Ferry District
Currency (If other than U.S. Dollars)
FED ABA#
CH~SID ~.
State/Coun~
Branch (i.~ aopiicabta}
The Suffolk C_o~ntv National ~S.a~.______FED ABA# __
CHIPSID #
6_West Second Street
Riverhead St~e/Cou~__
Address
City. __
Beneficiary Bank's Account Number w~th Intermedia~.~ Bank
Ben~iciaq/Nam;. __
Beneficiary Account #
New York
Town of Southotd ~ Agency & Trust
630000099
021405464
Beneficiary Address 53095 Route 25, PO Box 1179, Southold, NY 11971-0959
Note: If wire i~
Further Information (Invoice # / Reference # / etc.)
,ppJicable item/Not to exceed 140 Characters)
By Order
Name
Date
Authorized Signature
Jean W. Cochran Name
Authorized Signature
Print
Telephone No. (516) 765-1889
Pink- CUSTOMER
George tt~ Georges
}.i~u~:c: Banking
Fleet Bank
Mr. lohn Custunan
Comptroller
Town of Southold
MTOWn Hall
As yon ave Jware, Fleet Bar~r serve~ as your agent m facilitate investments in Fleet MuniCashTM , our
hi~hly m~ces,~Pat tri-p~rry repurchase agreemenl; program. Until now. the count¢~a~, on the repurchase
agreement has been UniOn Bank o£ Switzerlmid, formerly Swiss Bank. Union Bank of Switzerland has
int~orm,&'czs that they ar~ ex~tmg th~s line of business.
We are plje~std to. arganunce that Fleet has selected Merrill Lynch to replace Union Bank of Switzerland as
the con~t&marty on the ~urChase agreement] Bank of New York will continu~e as the third party
ansrod[an.
Our goal is to ensure a seamless transfer of your funds to Men'ill Lynch on July 1, 1999, however, your
authorization is required to make the transfer. In that regard and as evidence of your authorization, we
ask Cfiat you s~gn whiere thdieated and return a copy of this letter in the envelope provided for that
purpose.
Since Union 3Bank of Switzerland will be exiting the business as of June 30, i999, we must receive your
atrtho_ri_~tdor~ prior ro that date. Otherwise w~ must transfer your funds to your Fleet Demand Deposit
or Money ~Parket,Ace~unr. Over the next f~w months you will receive a complete set of MuniCashTM
program documenrsdYoryour execution from ]our Fleet relationship manager.
appreciate y~ar:~e~;~ence in Fleer and we look fotwvard to a continnafion of om- successPal
re!a~.io~sh~p.
If you require additional information on Merrill Lynch, please contact me at 516 '547-7743 or your Fleet
Relationship Manager if you have any questions.
Sin~e[ely,
AUTHORIZED AND APPROVED:
Signatur~ Date
leet
Keziah Felmeth McGuinness
Vice President
Municipal Banking
Fleet Bank
M0Jl Stop: NY LI MO3E
30C Broad Hollow Road
Melvilke, NY 11747-4850
516-547-7745
Fax 516-547-7656
March 16, 1998
Mr. John Cushman
cOMPTROLLER
Town of Southold
Town Hall
Main Road
Southol~ New York 11971
Dear Mr. Cushman:
Happy New Year! Fleet Bank is in the process of changing to Bank of New York as custodian
for our MuniCash Product.
The enclosed documentation has been updated from the original packet you had signed, There
was considerable time spent in streamlining these documents to make them less cumbersome and
expedite the implementation process.
The following are the instructions for the processing of these documents:
1 Please complete and sign the three ~Agency Agreements". One copy is to be maintained in
your file and two need to be returned to my attention.
2. '2qew Account Form" needs to be completed with the proper contact information. This will
assure us that Bank of New York has the most up-to-date information on fde, This form should
be returned to my attention.
3. The enclosed "Master Repurchase Agreement" and "Custodial Undertaking in Connection
with Master Repurchase A~eement' need to be dated and kept with the Agency Agreement in
your MuniCash files. We de not need a copy of these two documents returned to us.
I have enclosed a remm envelope for your convenience. Please feel free as always to call with
any questions you may have.
APPENDIX A
~Date: /
~Proposed Action: ~nter'
~(Check One Box Only)
I. Sub-Acc;unt I~at~
Pfim~C0nmct ~H~ C~&Bm~DailyConmct
'Fleet Bank N.A. New AccoUnt Form
The Bank of New York/Swiss Bank Corporation
FIMoai~y [3~elete
*Address cannot be a Post Office Box
zip_ //~'q/
II. A.Confirmation Dgti%ery Method:(check one
i--lMail~-/15I~x [] DoNotSend
III. Authorization /
V' ~'tleG
Fleet Prepared By ,~.~ ~. } ~h !~[, fi~.)t~xO_sv~
'-D' 'D
Swis~M ac~owled~em
box only1
B. Cust~omer Type: (check one box only)
I~unicipal [] Corporate
BNY Completed By
IV. Portfolio Selection: check the portfolios that will be used:
/
~1 .Treasuries Weekly
Phone:
Fax:
Swiss Bank Corp FleetBank Bank ofNewYork
(203)719-30t6 I(800)285-5240 (212)635-4870
(203)7t9-4810 (516)547-7655/56 (212)635-1190
(AecountFo~mreferencesAppendixAofCustodi~AgencyAnnex)
APPENDIX A
Fleet Bank N.A. NeW Account Form
The Bank of New York/Swiss Bank Corporation
/
Date: [~E
Proposed Action: nter [] Modify
(Che~ O~ go× o~iy)
I~ S~b-Accoum Data
Accollnt Name S~CkT]-}OI.-~
City~_~OqgT ~OZ- ~ State /~' V' Zip. ]/97/
Prinm~ Con~¢t ~'~/0/0 ~., iA ~.,L//~&~Daily Contact
FleetDDA# 9--~ ~ 7~' c~O~c:~.
DDelete
*Address cannot be a Post Office Box
/
1I. A.C0nfirmation Deli¥~ery Method:(check one box only]
DMail ~ D De Not Send [
Ill. Authorization ~ oh ~
Fleet Prepared BY ~/~O~ L..~
SwisGold acknowledgment
B. Customer Type: (check one box only)
[~unicipal [] Corporate
Signature '~.~ L40-~t~4~,~
BNY Completed By
iV. Pgrtfolio Selection:
~l.Treasudes Weekly
check the portfolios that will be used:
Phone:
Fax:
Swiss BankCorp Fleet Bank Bank ofNewYork
(203)719:3016 1(800)285-5240 · (212)635-4870
(203)719-4810 (516)54%7655/56 (212)635-1190
(Account Form referencesAppendixAofCustodial Agency Annex)
Fle
Yve Lane Sullivan
~/iceP~'esident
Municfpai Affairs Division
September 1, 1993
Honorable Scott Harris
Supervisor
Town of Southold
Town Hall
Main Road
Southold. New York 11971
Dear Mr. Harris:
Enclosed is your official copy of the Custody Agreement with Fleet Bank.
Please keep this in a safe place for your auditor's information. Exhibit D. "Amendment
to Collateral Requirement", is provided should you need to amend the agreed maximum
collateral required on Exhibit A.
Thank you for your confidence in Fleet Bank. Please feel free to call me or Keziah
McGuinness should you have any questions.
Very truly yours,
YLS:nl
Encl.
F/eetBank 300BroadHo/lowRoad, Melville. NewYorkl?747-4850 516-547-7742~Fax516-547.7649
A Member of Fleet Financial Group, mc.
THIS AGREEMENI, made and executed this / 14'~ day of ~ I ~/
·
1993, betWeen TOWN OF SOUTHOLD, located in the County of Suffolk. State of New
York ("Local Government'), FLEET BANK having offices at 300 Broad Hollow Road,
Melville. New YOrk ("Bank") and THE FIRST CHICAGO TRUST COMPANY OF NEW
YORK having offices at 14 Wall Street, New York, New York ("Custodian").
WITNESSETH
WHEREAS, Local Government desires to maintain or continue to maintain public
deposits with the Bank:
WHEREAS, the Bank des-res to obtain such deposits and to provide security therefor
as required by the General Municipal Law, Banking Law and other applicable statutes;
WHEREAS, the Custodian agrees to provide safekeeping services and to hold any
securities pledged by the Bank in a custodian account established for the benefit of the Local
Government as secured party pursuant to this Agreement:
NOW, THEREFORE, 'n consideration of the mutual promises set forth hereafter, the
parties hereto agree as follows:
1. Schedule of Deoosits and Required Security
Attached as Exhibit "A" hereto is a schedule of the maximum amount qi~ the Deposits
anticipated by the Local Government and the Bank and the Collateral Requirement
to be provided by the Bank. The obligation of the Bank to provide Eligible Collateral
pursuant to this Agreement shall not be less than the Collateral Requirement shown
in Exhibit "A" unless the Local Government and Bank, at any time during the term
of this Agreement, agree to amend Exhibit "A." Any such amendments to either
increase or decrease the Collateral Requirement shown in Exhibit "A" shal.I be
confirmed n writing (use Exhibit "D") at least 2 Business Days before the new
Collateral Requirement becomes effective. A copy of any amendments made
pursuant to this section shall be furnished to the Custodian, and shall not be effective
CUST-FRM.WP - 05~93 - I -
with respect to the Custodian until it has received such amendments and has had a
reasonable opportunity to act thereon.
2. Security Requirements
The Bank, to secure the timely payment of Uninsured Deposits heretofore or
hereafter made by the Local Government. including anyinterest due thereon,
shall provide the Local Government with Eligible Collateral havir~g an
Adjusted Market Value at least equal to the Collateral Requirement.
Whenever Eligible Securities are provided pursuant to this paragraph, the
Bank hereby grants to the Local Government a pledge and security interest in
and to such Eligible Securities and shall deliver such Eligible Securities to the
Custodian in the manner prescribed in section 3 of this Agreement. The
security interest of the Local Government in Eligible Securities shall terminate
upon the transfer Of such Eligible Securities from the Account. Eligible Letters
of Credit and Eligible Surety Bonds provided pursuant to this paragraph shall
be subject to the prior approval of the Local Government unless the Local
Government has approved in writing the form of an Eligible Letter of Credit
or Eligible Surety Bond to be issued by a specific entity or the form of such
Eligible Letter of Credit or Eligible Surety Bond is attached hereto as an
Exhibit.
The Custodian will no less than month ~ determine the Adjusted Market Value
of the Eligible Collateral provided pursuant to this Agreement (except that the
Bank shall provide to the Custodian the Market Value of Eligible Surety
Bonds). If the Adjusted Market Value of such Eligible Collateral is less than
the Collateral Requirement, the Bank shall be required to provide additional
Eligible Collateral having an Adjusted Market Value equal to or greater than
such deficiency no later than one Business Day after receipt of written notice
thereof from Custodian. If the Adjusted Market Value of the Eligible Collateral
provided pursuant to this Agreement exceeds the Collateral Requirement, the
Custodian, at the direction of the Bank, shall transfer securities from the
-2-
Account, or in the case of other Eligible Collateral, cause or consent to a
reduction in the amount thereof, to the extent of such excess.
c. The Bank may substitute Eligible Collateral ("Substitute Collateral") for any
Eligible Collateral previously provided pursuant to this Agreement so long as
the Substitute Collateral has an Adjusted Market Value equal to or greater than
the Eligible Collateral which it will replace. The Bank shall give Written or
Oral Notice thereof to the Custodian of any proposed substitution. In the
event that the Custodian determines that the Substitute Collateral described
'n such notice consists exclusively of Eligible Securities having sufficient
Adjusted Market Value, the Custodian, at the direction of the Bank, shall
transfer the Eligible Securities out of the Account against delivery to the
Account on the same Business Day of the Substitute Collateral. n the event
the Substitute Collateral described in such notice consists of an Eligible Letter
of Credit or Eligible Surety Bond, the prior consent of the Local Government
shall be required before the Bank or Custodian may complete the substitution
described in such notice unless the Local Government has in writing,
previously approved and consented to the form and ~ssuer of the Eligible
Letter of Credit and/or Eligible Surety Bond to be provided as Substitute
Col lateral.
d. The Custodian, to the extent not contained in the confirmation required by
paragraph c of section 3 of this Agreement. shall provide the Local
Government with a written confirmation setting forth: (1) a complete
description of Eligible Collateral provided, reduced or transferred to or from
the Account pursuant to this section; and, (2) the Market Value and Adjusted
Market Value of such Eligible Collateral as of the most recent determination
thereof.
Custody of Eligible Securities
a. The Bank and Local Government hereby appoint the Custodian as custodian
of all Eligible Securities at any time delivered to the Custodian pursuant to this
Agreement. The Custodian hereby accepts appointment as such Custodian on
CUST-FRM.WP - 05 / 93 - 3 -
the terms and conditions Set forth herein and agrees to establish ano maintain
the Account and appropriate records identifying the Eligible Securities as
pledged by the Bank to the Local Government. The Account shall be kept
separate and apart from the general assets of.the Custodian and wil not. in
any circumstances, be commingled with or become part of the backing for
any other deposit or liability of the Custodian. The Custodian, in performing
its duties and responsibilities pursuant to this Agreement, shall act as
Custodian for, and agent of, the Local Government.
The Bank and Local Government agree that Eligible Securities delivered to the
Custodian for deposit in the Account may be in the form of credits to the
accounts of the Custodian at the Book Entry System or a Depository or by
delivery to the Custodian of physical certificates in a form suitable for transfer
or with an assignment in blank to the Locat Government or Custodian. The
Bank and Local Government hereby authorize the Custodian on a continuous
and ongoing basis to deposit in the Book Entry System and/or the Depositories
all Eligi~ble Securities that may be deposited therein and to utilize the Book
Entry System and/or Depositories and the receipt and delivery of physical
securities or any combination thereof in connection with its performance
hereunder. Eligible Securities credited to the Account and deposited in the
Book Entry System or Depositories or other financial intermediaries will be
represented in accounts of the Custodian that include only assets held by the
Custodian for customers, including but not limited to accounts in which the
Custodian acts in a fiduciary, agency or representative capacity. Eligible
Securities that are not held in the Book Entrv System, Depositories or through
another financial intermediary will be held in the Custodian's vault and
physically segregated from securities and other non-cash property belonging
to the Custodian.
The Custodian shall provide the Local Government and Bank with a written
confirmation on each Business Day on which Eligible Securities are transferred
to and from the Account. Such confirmation shall identify the specific
securities which are the subject of the confirmation and state both the Market
-4-
Value and Adjusted Market Value thereof as of the date of the most recent
determination thereof. The Custodian shall also provide the Local
Government and the Bank each month with a statement identifying all Eligible
Securities in the Account, the Market Value and Adjusted Market Value
thereof as of the date of such statement.
d. The Account shall not be subject to any security interest, lien or any right of
set-off by or against the Custodian.
e. With respect to alt Eligible Securities held in the Account, the Custodian by
itself, or through the use of the Book Entry System or the appropriate
Depository, shall, unless otherwise instructed to the contrary by the Bank: (i)
collect all income and other payments reflecting interest and principal on the
Eligible Securities in the Account and credit such amounts to the account of
the Bank: (ii) forward to the Bank copies of all information or documents that
it may receive from an issuer of Eligible Securities which, in the opinion of
the Custodian, are intended for the beneficial owner of the Eligible Securities
including, without imitation all proxies and other authorizations properly
executed and all proxy statements, notices and reports; (iii) execute, as
Custodian, any certificates of ownership, affidavits, declarations or other
certificates under any tax laws now or hereafter in effect in connection with
the collection of bond and note coupons; (iv) hold directly, or through the
Book Entry System or Depository, all rights issued with respect to any Eligible
Securities held by the Custodian hereunder; and (v) upon receipt of timely
written instruction from the Bank, the Custodian will exchange Eligible
Securities held hereunder for other securities and/or cash in connection with
(a) any conversion privilege, reorganization, recapitalization, redemption in
kind, consolidation, tender offer or exchange offer, or (b) any exercise,
subscription, purchase or other similar rights.
Events of Default
In the event the Bank shall fail to pay the Local Government any amount of the
Deposits by the Local Government covered by this Agreement in accordance with
CUST-FRM.WP - 05/93 - 5 -
the terms of such Deposit, or should the Bank fai or suspend active operations, the
Deposits in such Bank shall become due and payable immediately and the Local
Governmem shall have the right to unilaterally demand delivery of all Eligible
Securities in the Account by notice to the Custodian and to sell such securities, at
public or private sale. In the event of such sale, the Local Government. after
deducting all legal expenses and other costs, including reasonable attorneys fees.
from the proceeds of such sale, shall apply the remainder towards any one or more
of the liabilities of the Bank to the Local Government and shall retum the surp|us,
if any, to the Bank.
Re~3resentation and Warranties
a. Representations of the Bank. The Bank represents and warrants that:
(1) it is the legal and actual owner, free and clear of all liens and claims,
of all Eligi hie Securities pledged pursuant to this Agreement:
(2) the form of this Agreement was approved by its board of directors:
(3) this Agreement was executed by an officer of the Bank who was
authorized by the Bank's board of directors to do so and will at all
times be maintained as an official record of the Bank:
(4) all securities pledged pursuant to this Agreement are Eligible Securities
and that all letters of credit and surety bonds obtained by the Bank in
satisfaction of its obligations hereunder and of which the Local
Government is the beneficiary are Eligible Collateral;
(5) the Bank is a bank or trust company located and authorized to do
business ~n the State of New York; and,
(6) all acts, conditions and things required to exist, happen or to be
performed on its part precedent to and in the execution and delivery
of this Agreement exist or have happened or have been performed.
(b) Representations of the Local Government. The Local Government hereby
represents and warrants ti~at:
(1) this Agreement has been legally and validly entered into, does not and
will not violate any statute or regulation applicable to it and is
CUST-FRM.WP ~ 05 / 93 - 6 -
enforceable against the Lo~al Government in accordance with its
terms;
(2) the appointment of the Custodian has been duly authorized and no
other action by the Local Government is required and this Agreement
was executed by an officer of the Local Government authorized to do
SO;
(3) it will not transfer, assign its interests 'n or the rights with respect
thereto any Eligible Securities pledged pursuant to this Agreement
except as authorizeo pursuant section 4 of the Agreement;
(4) all acts, conditions and things required to exist, happen or to be
performed on its part precedent to and in the execution ~nd delivery
of this Agreement exist or have happened or have been performed.
Concerning the Custodian
a. The Custodian shall not be liable for any loss or damage, including counsel
fees, resulting from its action or omission to act or otherwise, except for any
loss, damage, claim or expense arising out of its own negligence or willful
misconduct, and shall have no obligation hereunder for any loss or damage,
including counsel fees, which are sustained or incurred by reason of any
action or inaction by the Book Entry System or Depository. In no event shall
the Custodian be liable for any indirect, special or consequential damages,
even if it has been advised of the possibility of such damages. The Custodian
may, with respect to questions of law, apply for and obtain the advice and
opinion of competent counsel and shall be fully protected with respect to
anything done or omitted by it in good faith and conformity with such advice
or opinion. The Local Government and Bank agree, jointly and severally, to
indemnify the Custodian and to hold it harmless against any and all costs,
expenses, damages, liabilities or claims including reasonable fees and
expenses of counsel, which the Custodian may sustain or incur or which may
be asserted against the Custodian by reason of or as a result of any action
taken or omitted by the Custodian in connection with operating under this
Agreement, except those costs, expenses, damages, liabilities or claims arising
CUST-FRM.WP - 05 / 93 - 7 -
out of negligence or willful mis~:onduct of the Custodian or any of its
employees or duly appointed agencies. This indemnity shall be a continuing
obligation of the Local Government and Bank notwithstanding the termination
of this Agreement.
b. The Custodian shall not be responsible for, or considered to be the Custodian
of, any security received by it for deposit in the Account until the Custodian
actua[ly receives and collects such security directly or by the final crediting
of the Custodian's account on the books of the Book Entry System or the
appropriate Depository. The Custodian will be entitledto reverse any credits
made on the Local Government's behalf where such credits nave been
previously made and the Elig~ ble Securities are not finally collected.
c. The t- BANK1 r I~"...... n~'~-lrl~/m~
,~_...~A~_ uuv L, ........~, ,. shall pay to the Custodian
such fees as may be agreed upon from time to time.
d. Th e Custodian shall have no duties or responsibilities whatsoever except such
duties and responsibilities as are specifically set forth in this Agreement and
no covenant or obligation shall be implied against the Custodian in
connection with this Agreement.
e. The Local Government's authorized officer, upon reasonable notice, shall
have access to the Custodian's books and records maintained with respect to
the Local Government's interest in the Account during the Custodian's normal
business hours. Upon the reasonable reques~ of the Local Government,
copies of any such books and records shall be provided by the Custodian to
the Local Government or the Local Government's authorized officer at the
Local Government's expense.
_Termination
Any of the parties hereto may terminate this Agreement by giving to the other party
a notice in writing specifying the date of such termination, which shall be the earlier
of (i) not less than 90 days after the date of giving such notice or (ii) the clate on
which the Deposits are repaid in full. Such notice shall not affect or terminate the
CUST-FRM.WP - 05 / 93 - 8 -
Local Government's security interest in the Eligible Securities in the Account. Upon
termination hereof, the [ BANK ] ~L. OG\L GOVER,~,V, ENT=I shall pay to the
Custodian such compensation as may be due to the Custodian as of the date of such
termination and the Custodian shall follow such reasonable Written Instructions of
the Bank and the Local Government concerning the transfer of custody of Eligible
Securities. collateral records and other items. In the event of a discrepancy between
Written Instruction ~ of the Bank and the Local Government. the Custodian shall act
pursuant to the Local Government's Written Instructions. Upon the date set forth in
the termination notice, this Agreement shall terminate except as otherwise provided
herein and all obligations of the parties to each other hereu ~der shall cease.
Miscellaneous
The Local Government and Bank each agrees to furnish to the Custodian a
new Certificate (Exhibit "C") in the event that any present Authorized Person
ceases to be an Authorized Person or in the event that any other Authorized
Persons are appointed and authorized. Until such new Certificate is received,
the Custodian shall be fully protected in acting upon Oral or Written
Instructions or signatures of the present Authorized Persons or Persons
reasonably believed by the Custodian to be Authorized Persons.
b. Any Written Instructions or other instrument in writing authorized or required
by this Agreement shall be given to the Custodian and shall be sufficiently
given if sent to the Custodian by regular mail to its Offices at 14 Wall Street,
8th floor, New York, NY 10005, Attention: Theresa Walker or at such other
place as the Custodian may from time to time designate in writing.
c. Any notice or other instrument in writing authorized or required by this
Agreement to be given to the Bank shall be sufficiently given if sent to the
Bank by regular mail to its Offices at Fleet Bank, Municipal Affairs Division,
300 Broad Hollow Road, Melville, NY 11747 or at such other place as the
Bank may from time to time designate in writing.
d, Although the Bank may from time to time arrange that certain of its affiliates
and other entities perform obligations of the Bank under this Agreement. the
Bank shat nonetheless remain obligated to the Local Government for the
performance of all such obligations.
Any notice or other instrument in writing, authorized or required by this
Agreement to be given to the Local Government shall be sufficiently given if
sent to the Local Government by regular mail to its Offices at Town Hall,
Main Road, Southold, New York 11971 or at such other Offices as the Local
Government may from time To time designate in writing.
n case any prowsion in or obligation under this Agreement shall be invalid,
illegal or unenforceable in any ,~urisdiction, the validity, legality and
unenforceability of the remaining provisions or obligations shall not '~n any
way be affected or impaired thereby and if any provision is inapplicable to
any person or circumstances, it shall nevertheless remain applicable to all
other persons and circumstances.
go
Any Oral Instructions delivered to the Custodian shall promptly thereafter be
confirmed in writing by the person giving such Oral Instructions, but the
Custodian will incur no liability for any failure of such person to send such
confirmation in writing, the failure of any such written confirmation to
conform to the Oral Instruction the Custodian received, or the failure of the
Custodian to produce such confirmation at any subsequent time. The
Custodian may electronically record any Oral Instruction given to it, and any
other telephone conversations, with respect to Eligible Collateral and the
performance of this Agreement.
This Agreement may not be amended or modified m any manner except by
written agreement executed by all of the parties hereto.
This Agreement shall extend to and be binding upon the parties hereto, and
their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by any party without the written consent
-10-
of the other parties.
This Agreement shall be construed in accordance with the laws of the State
of New York without regard to conflict ~f law prinopleS thereof.
o
Definitions
Whenever used in this Agreement the following terms shall have the following
meanings:
a. "Account" shall mean the custodial account established with the Custodian for
the benefit of the Local Government as secured party in accordance with this
Agreement.
b, "Adjusted Market Value" shall be one hundred percent of Market Value
except that: (1) in the case of Eligible Securities enumerated in subparagraphs
(v), (vi) and (vii} of Exhibit "B." the Adjusted Market Value shall be an amount
equal to its Market Value multiplied by 0.9 if such Eligible Security is not
rated in the highest rating category by at east one Nationally Recognized
Statistical Rating Agency; but is so rated in the second highest rating category,
and an amount equal to its Market Value multiplied by 0.8 if such Eligible
Security is not so rated 'n one of the two highest categories, but is so rated in
the third highest rated category; (2) in the case of Eligible Securities
enumerated in subparagraphs (viii), (x) and (xi) of Exhibit "B." the Adjusted
Market Value shall be an amount equal to its Market Value multi plied by 0,8;
and (3) in the case of Eligible Letters of Credit, the Adjusted Market Value
shall be divided by 1.4 of Market Value.
c. "Authorized Person" shall be any officer of the Local Government or Bank, as
the case may be. duly authorized to give Oral Instructions or Written
Instructions on behalf of Local Government or Bank. such persons to be
designated in a Certificate substantially in the form of Exhibit "C" attached
hereto, as such Exhibit may be amended from time to time.
d. "bank" shall mean any bank as defined by the banking law of the State of
CUST-FJ~A.¥VI~ - 05 / 93 - 'J 'l -
fo
New York or a national banking association tocated and authorized to do
business in New York.
"Book Entry'System" shall mean the Federal Reserve/Treasury Book Entry
System for recei,ving and delivering government securities.
"Bus ness Day" shall mean any day on which the Custodian and the Bank are
open for business and on which the Book Entry System and/or the
Depositories are open for business.
~Certificate" shall mean the Certificate attached hereto as Exhibit "C."
"Collateral Requirement" shall mean the amount required in Exh bit "A"
unless the Bank and Local Government agree to a different amount in
accordance with this Agreement.
"Depository" shall include the Depository Trust Company, the Participants
Trust Comp,any and other securities de positories and clearing agencies (and
their successors and nominees) registered with the Securities and Exchange
Commission or otherwise regulated by appropriate federal or state agencies
as a securities depository or clearing agency.
"Deposits" shall mean all deposits by the Local Government in the Bank that
are available for all uses generally permitted by the Bank to the Local
Government for actually and finally collected funds under the Bank's account
agreement or policies. Any deposit of immediately available funds will be
included as a Deposit on the day it is received if the Bank is notified either
by oral instructions actually received from an Authorized Person or Written
Instructions by 12:00 Noon'the same day, or, if the Bank is not so notified,
on the next Business Day.
"Eligible Collateral" shall mean Eligible Securities, Eligible Letters of Credil
and Eligible Surety Bonds.
"Eligible Letter of Credit" shall mean an irrevocable letter of credit issued in
favor of the Local Government for a term not to exceed ninety days by either:
(1) a bank (other than the Bank) whose commercial paper and other
-12-
po
unsecured short-term debt obligations (or, in the case of a bank which is the
principal subsidiary of a holding company, whose holding company's
commercial paper and other unsecured short-term debt obligations) are rated
n one of three highest rating categories based on the credit of such bank or
holding company by at least one Nationally Recognized Statistical Rating
Organization; or, (2) a bank (other than the Bank) which is in compliance
with applicable Federal minimum risk-based capital requirements.
"Eligible Securities" shall mean any securities of the types enumerated in the
Schedule of Eligible Securities attached hereto as Exhibit "B," as such
Schedule may be amended by the parties in writing from time to time. Such
Schedule may establish limitations pertaining to the types or amounts of
Eligible Securities which may be provided pursuant to this Agreement.
"Eligible Surety Bond" shall mean a bond executed by an insurance company
authorized to do business in the State of New York. the claims paying ability
of which is rated in the highest rating category by at least two nationally
recognized statistical rating organizations.
"Market Value" shall mean. with respect to any Eligible Security held in the
Account, the market value of such Eligible Security as made available to the
Custodian by a generally recognized source selected by the Custodian or by
the Bank or the most recently available closing bid quotation from such
source plus, if not reflected in the market value, any accrued interest thereon,
or, if such source does not make available a market value or a closing bid
price for a particular security, the market value shall be as determined by the
Custodian in its sole discretion based on information furnished to the
Custodian by one or more brokers or dealers or based on information
otherwise reasonably acceptable to the Local Government; provided however
that, if agreed in writing by the parties hereto, the Bank may provide the
Custodian with such Market Values. The Market Value of Eligible Letters of
Credit and Eligible Surety Bonds shall be the face amount thereof.
"Margin Percentage" shall equal 102 percent.
CUST-FRM.WP - 05 / 93
-13-
"Nationally Recognized Statistical Rating Organization" shall mean Moody's,
Standard and Poors, Fitch, Duff and Phelps, BankWatch and IBCA and in the
case of Eligible Surety Bonds, shall also include Bests.
"Oral Instructions" shall mean verbal instructions actually received by the
Custodian from an Authorized Person or from a person reasonably believed
by the Custodian to be an Authorized Person.
"Substitute Col|atera]' shal have meamng set forth in paragraph c of Section
2 of this Agreement.
"Uninsured Deposits" shall mean that portion of the Local Government's
Deposits with the Bank which exceeds the insurance coverage available from
the Federal Deposit Insurance Corporation.
"Written Instructions" shall mean written communications actually received
· by the Bank or the Custodian from an Authorized Person or from a person
reasonably believed by the Bank or the Custodian to be an Authorized Person
by a computer, telex, telecopier, facsimile or any other system whereby the
receiver of such communications is able to verify by codes or otherwise with
a reasonable degree of certainty the identity of the sender of such
commumcation.
CUST-FRM.WP ~ 05 / 93
-14-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized and their respective seals to
be hereunto affixed, as of the day and year first above written.
By:
Name:
Title:
Address:
BAN
FLEET BANK
~F_LV[kLE, ~.Y. 117~7~0
By:
Name:
Title:
Address:
TOWN OF SOUTHOLD
By:
Name:
Title:
Address:
FIRST CHICAGO TRUST COMPANY O F NEW YORK
14 Wall Street, 8th Floor
New York, NY 10005
CUST-FRM.WP · 05 1 93
-15-
EXHIBIT A
TOWN OF SOUTHOLD
Schedule of Anticipated Deposit and Collateral Requirements
Maximum Amount
of, Anticipated
Uninsured Deposits
Maximum
Collateral
Re(]u[red
January December
Collateral Requirement. On any Business Day that the Local Government has Uninsured
Deposits in the Bank, the Collateral Requirement shall be an amount equal to the lesser of
the Maximum Collateral Required or an amount eq L~a[ to the Margin Percentage times the
amount of such Uninsured Deposits.
cus'r-~,~,~.wP - os z 93 - 1 6 -
EXHIBIT B
TOWN OF SOUTHO LD
Schedule of Eligible Securities
(i)
(ii)
(iii)
(iv)
(vi)
(vii)
(viii)
(ix)
(x)
(xi)
Obligations issued, or fully insured or guaranteed as to the payment of principal and interest, by the
United States of America. an agency thereof or a United States government soonsorea corporation
Obli~fio~ pa[tia{iy insured or guaranteed oy any agency of the United States of Ameri~. at a
orouordon of the' Market Value of the obligation that represents ~ne amount of the insurance or
guaranty,
Obiiga~ons issued or fully insured or guaranteed b~ the State of New York, obligations issued by a
m umciua} corporation, school district or district corporation of such State or obligations of any public
benefit corooration which unoer a specific State statute may be accepted as security for deposit of
oublic moneys.
Obligations issued by states (other than the State of New York) of the United States rated in one of
the three highest rating categories by at least one nationally recognized statistical rating organization.
Obligations of Puerto Rico rated in one of the three highest rating categories by at least one nationally
recognized statistical rating organization.
Obi gations of counties, cities and other governmental entities of a state other than the State of New
York having the power to levy [axes mat are backed by the full faith and c~edit of such governmental
entity and rateo in one of the three highest rating categories by a~ east one nationally recognized
statistical rating organmzation.
Obligations of domestic corporations rated in one of tne two highest rating categories by at least one
nationally recognized statistical rating organization.
Any mortgage related securities, as defined in me Securities Exchange Act of 1934. as amended, which
may be purchased by banks under me limitations established by bank regulatow agencies.
CUST-FRM.WP - 05 ! 93 - 1 7 -
EXHIB T C
Certificate of Authorized Persons
TOWN OF SOUTHOLD:
Signature:
Name:
Title:
Phone Number:
Facsimile Number:
Signature:
Name:
Title:
Phone Number:
Facsimi e Number:
Signature:
Name:
3. Title:
Phone Number:
Facsimile Number:
-18-
AGENCYAGREEMENT
AGENCY'AGREEMENT (the "AgreemenI"_ dated as of this Z3~ day of ~
1'998 by a~,d between FLEET BANK N A , with an address of 300 Broad Hollow Road.
Melville., Ny` 11747~ (the "AgentD and the tmdersigned Customer (the "Customer").
WITNESSETH
WHEREAS, Customer desiye to open and main~in one or more accounts ro invest in
gnyernmenr s~qurifies t~ough a three part~ repurchase agreement program (the, "Program")
pt~stmnt to w~ch Cust6mer ~11 purchase and Sell g~verunrent securities to aug from Swiss
Bank Cbrpm:ati'on, ~ew York Branch ("SBC');. and
WI~IEREAS, the Program is effected and documented pursuant m a certain Master
Repurchase Agreement and a certain Custodial Undertaking in Connection with Master
Repurchase Agreement~ both in the form delivered to Customer (and containing only such
changes from stich fotras as have been expressly approved in writing by Customer~ to~ether
~vi any.°ther ~tocuments., reas0,nably necessary, to effectuate the Program as are expressiy
approved m writing by Customer (collectively the "Program Documents"); and
WHEREAS, Customer desires to appoint Agent, and Agent desires to accept such
appointment as Customer's agent, for purposes of transmitting and receiving Customer's funds
pursuant to the Program and executing, delivering and performing the Program Documents;
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
1. Ac~ ointment of A ent_. Subject to and upon the terms and conditions hereof,
Customer hereby appoints Agent to act as its agent for purposes of participating in the Program.
As such agent, Agent shall perform those duties set forth in Section 3 hereof; subject, however,
ro those limitations set forth in Section 4 hereof By sigmng the Notice set forth on Exhibit A
attached hereto and made a part hereof, Customer agrees to notify the other parties to the
Program Documents that Agent is acting as Customer's agent for purposes of the Program.
2. Acceptance of Appointment. Subject to and upon the terms and conditions set
forth herein, Agent hereby accepts the appointrnem se~ forth in Section 1.
3. Duties of Agent. As Customer's agent, Agent hereby agrees to provide the
following services for the Customer.
(a)
Upon request by Customer, Agent shall provide Customer with yield quotes
for the various investment alternatives available under the program;
provided, however, that Agent shall not be obligated to provide quotes
unless and until Customer requests such quotes.
Upon request by Customer and in accordance with Customer's written
instructions and the terms of the Program, Agent shall invest Customer's
funds or liquidate Customer's investments in the Program. Agent shall not
be obligated to take, nor shall ~kgent take, any action with respect m
Customer's investments unless and until Customer provides written
instructions to Agent.
(c)
Agent shall execute, deliver and perform all Program Documents on behalf
of Customer.
(d) Agent shall have no duties or obligations other than those specifically set
forth herein.
4. Limitation. of Agent's Duties. Agent's responsibilities under this Agreement are
limited as follows:
(a)
Agent Under No Obligation to Use Own Funds. Agent shall have no
obligation to make any payment of any type on behalf of Customer
pursuant to the Program which requires Agent to use its own funds or to
incur any financial liability on Agent's part in the performance of its duties
hereunder, unless sufficient funds have been deposited with Agent m pay ~n
full all such amounts.
Agent Not Responsible for Representations. Agent shall be regarded as
making n(~ representations and having no responsibilities with respect to the
accuracy or sufficiency of any representations made by Customer, or the
terms of any of the Program Docurnents.
(c)
Reliance Upon Instructions. Etc. In performing its duties under this
Agreement, Agent shall be entitled to conclusively rely on any instructions,
written or oral, received from the Customer and to assume that the same are
accurate, duly authorized and not in contravention of taw; and Agent shall
have the right to request further instructions, or to require instructions to be
made in writing.
(d)
Limitation of Liability. Agent shall not be liable Ii) for any actions taken in
reliance on Customer's instructions; (ii) for any action taken in good faith
reliance upon the advice of counsel; (iii) for any error of judgment unless
proven to be willful or grossly negligent; or (iv) for any incidental,
consequential or punitive damages or for other sums (including lost profits)
in excess of its actual damages.
5. Indemnification. Customer hereby indemnifies and holds harmless Agent from
and against uny and all cla'uns, damages, losses, liabilities, costs and expenses whatsoever
(including attorneys' fees and costs, whether incurred in settlement, administrative hearing or
other proceeding, trial or on appeal of any of the foregoing) which Agent may incur (or which
may be claimed against Agent by any person or entity whatsoever, except as caused by Agent's
gross negligence or willfixl misconduct) by reason of or in connection with ~(i) this Agreement,
:including~ but not limited to, uny unauttiorized instructions received from Customer und (ii) any
breach of any of the terms of the Program Documents. Notwithstanding a~ything herein to the
contrary, ~he 0bl~ga~on of Customer to indemnify, and hold harmless Agent shall survive the
termiilat/on of-,-- thi~greement.
6. Termination Customer may terminate this Agreement and Agent's duties
herenndcr at any '.lh~e, with or without cause, in which event it agrees to noti~fy the other parties
to I~ic P"o,n'ilm Do,:i,mc:i[>. Agent may resign upon ten (t~0) days written notice to Customer and
tO 11:¢ olh¢l' ~it'lic.~ Io ,he I':ogramDocuments.
7. Customer's Personnel. In connection with this Agreement, Customer shall act
only through the representative(s), whose name(s) and title(s) are set forth on Exhibit B, attached
hereto and made a part hereof.
8. Miscellaneous.
(a)
This Agreement represents the entire understanding of the parties with
respect to the subject matter hereof, supersedes all prior agreements or
understandings, written or oral with respect to the subject matter hereof;
und may not be amended except in a writing signed by ali parties.
(b) Neither Customer, nor Agent may asstgn this Agreement or its rights
hereunder without the prior written consent of the other.
(c) This Agreement shall be governed by und construed in accordance with the
laws of the State of New York.
Dated as of the day and year first above written.
Witness
"Agent")
'~-~Authorized~_~ ~
Witness
Town of Southold £"Customer")
, Its Duly
Authorized.~6f ?C~L015~-
EXItIBIT "A"
Notice of Designation of Agent
The nndersigned ("Customer") hereby notifies Swiss Bank Corporation, New York
Branch and Bank of Ne~v York (collectively the "Other Parties") that
Customer has ,appointed and designated Fleet Bank N.A. CFlee~t'!) asits agent for the
purposes set forth in the Agreemem attached hereto and that the Other Part~es are
authorized and empowered to follow t~he instructions of Fleet in every respect with
regar~ to. pufclmses ~ sales effected by- Fleet for Customer's A~. cmmt (as defined in tke
atraehert, .A~ee.',thent).. ;~Cnstomer,, by its execution hereo 1~ ;aulchor~es, __ ~, rag}ties and confirms
a}l ~spects each and every such transactton effected by Fleet for Customer.
Custp~mer hereb, y indemnifies and holds harmless the Other Parties from and~against any
and a~~, Claims, ~am~ges, losses, liabilities, costs and expenses whatsoever (including
attorneys' fees and costs, whether incurred in settlement, administrative hearing or other
proceeding, trlaLor on appeal of any of
· the foregoing (' Costs )) which the Other Pames
mgy incur (~"?vhi~h may be claimed against the Other Parties by au, y person or entity
whabs;e,er~ excep~ a~ caused by the Other Parties' gross ~negfig~nc~ ;; willful
misoon, cruet) by, ~e,ason of or in connection with the purchases and sa}es effected by Fleet
for CastomefS: ~counr, including, but not limited to, any nnan~orized instructions
receiyed fr?m.F}eet. No~sthndmg anything contained herei~ to the contrary, (i) the
}tqmer tO indemnify and hold harmless the other ?armies shall survive the
term~atioa oFfS Notice ~d (ii) ~e Othe~ Parties sba}! hard no liability for costs arising
from a failnm 6t~ Fleet softWare'{o process properly any Purc2mses and sales effected
purstiant to the attached Agreement.
ThisNotice and the authorization and indemnity granted hereby are in addition to (and in
no way limit or restrict) any and all rights that the Other Parties may have under any other
agreement or agreements between the Other Parties and Customer, or the Other Parties
and Fldet, and shall inure and continue in favor of the Other Partiess its successors by
merger, consolidation or otherwise, and assigns.
This Notice and the authorization and indemnity granted hereby shall continue in full
force and effecL and the Other Parties, their successors and assigns shall be entitled to
rely thereon, until the Other Parties shall have received wTitten notice executed by
Customer, of its revocation; and such revocation or termination shall in no way affect the
validity of this Notice, or the liability of Customer under the indemnity granted to the
Other Parties, with respect to any transaction initiated by Fleet prior to the actual receipt
by the Other Parties of the written notice of revocation as provided by this paragraph.
,Town of South .Id ("Customer")
BY:
DATE:
EXHIBIT "B"
Desi~ation of CUstomer Representative(s~
Na~e(s): ~ CO. COC~J
Title(s): 3~e~Cd/8o~-
Address(es) and Phone/Facsimile Number(s):
CUSTODIAL UNDERTAKING IN CONNECTION
WITH M_~TER REPURCHASE'AGREEMENT
BY AND AMONG
FLEET BANK NATIONAL ASSOCL~,TION
.4 CTING ON B. EH.4LF OF ~I~'F~ MUNIC1P.4LIT~$
DISCLOSED ON I'.H:E .4NN.~'¥.HERETO
(Each, a "Buyer")
SWISS BANK CORPORATION
(Sener)
THE BANK OF NEW YORK
(Custodian)
(PSA) RepoNet
SBCFBNC4.DOC [Municipalities]
· rj~j~ CusTODI21t. UNDERTAKING is made and ente~d into as ofi'he date set forth below by and,amo~§
Cu~edia~
~vlatEKEAS, Buyer and Seller have entered into a PSA Master Repurchase Agreement dated as of ~ ~} ~. (as it may
· ~peet ~ gUm%~e Sec~i~es (as hereinai~r defu~;-aud
Wiil/RE2~S. Custodian has agreed to act as agent for Buyer and Seller in order to effect T~actions o~ their beh~l~ all as
· more pax/i~'uladyset'for th herein;
NOW, THEREFORE, ~n comicleration of the mutual promises hereinafter set forth, the panics hereto agree as follows:
I. D~FiNr4~ONS
Wben~ve~..usecI~in this C'ustodinl~Undermld~ the following words shall have the me~i~ set f-onh below. Capitalized
used but not definsd herein ~hsll have the meanings given ~ in the Mas~ ~urchase AgreemenC
A. "Authorized Person" shall mean any person, wheth~ or ncr any such pe~on is an officer or employee of Buyer or Seller,
as the case maybe; duly authorized to give Oral Instmchous and W~/~en ~ous on behalf of Buyer or Seller, such persons and
their specimen signatures to b~ deeignamd in Schedule II attached herelo; as such Schedule II may be amended from time to time.
B. "Book-Enu'y Securities" shall mean Book-enu'y Treasury securities maintained in TRADES (as defined in 31 C.F.R.
3~7-3), other sertlrities issued or gum~nteed clirecfly or indire~ly by the United States goveramen~ or any agency, iusmmmntali .ty or
establishmtmt.of the ~U~/ed Statos~govenunent and registered in ~ form of an en~ on the records of ~ Book-Emry Sysaml and
any other securities registered in the form of an envy on the records of the Book-Entry Syste~
C. "B~ok-Entry System" shall mean lbe bonk-enU-y system for securities m~i~i.ed at The Federal Reserve Bank of New
York ("FRBNY").
D. "Businass Day" shall mean any day on which Custodian, Seller, the Book-En=y System and appropriate Clearing
Corporation(s) are open for business.
E. "Buyer's Account(s)" ~h~]l mean each of the custodial accounts maintained by Custodian in the name of Buyer for the
'deposit of Eligible Securities with respect to Transactions and any account for the deposit of cash hi connection themwi&
F. "Clearing Corporation" shall mean the Depository Trust Company, Participants Trust Company and any other clearing
corporation within the me~g of Section 8-102 of thc Uniform Commercial Code of the State of New York, as amended (the
"ucc') or otherwise authorized to act as a securities deposiwry or clearing agency.
G. "Clearing Carporafion Securities" ~hsll mean securities which are registered in the .nme of Custodian or its nominee in
the form of a~ enuSr on the recon/s of a Cleating Corporation.
'H. "Communications System" shall mean a computer data base and telecommunications equivalent r-~i~tained by Cuetodi~n
with provisiorl for access by Buyer and Seller or thei~ duly appointed agent(s) which re/lects, among other *hi.~, cash and Securities
then in the Buyers Account and Seller's Accoant and Transactions then outstanding.
L "Elitlible Portfolio" shall mean each pont'oEo of Securities and the Securities contained therein that Buyer has selected from
the various portfolios of securities provided by Seller, as indicated on Schedule I.
J. "Margin Percentage" shall mean the pcrc~mge indicated on Schedule I with respect to E1/gible Portfolios, as Schedule I
may be ama:led f~om time to time.
K. "M_aro~u Value" shall mean the amount obtsined by div/d/ng the Market Value of Securities contained in an ]51igthle
PortoHo by the epplicoble Marg/n Percentage.
L "iVlarket Value of Securities" ~hn]l me:re. ~ respeet to any Security as of any date, the sum of (~ th~ market ~ of
such Seceri~y based on the most recently available closing bid price for the particular Security as made awil,ble to Cnstodian by
· :tgicing info~ sereices wkich Custodian uses generall~r fdi~ itich Securities, and (ii) accrued but vnpaid Income, ffany, on
th~ paxticular Security (to file extent not included therein). In the case of cash and c~ifica~es of deposit, the face amount shall tm
deemed the Market Value. In the event that Custo~z. is unable m o~aln the price of a partiod~v Security from such pricing
informafien services on any Business Day, thc Market Value shall bc as d~t~,,-;ned by Custodian in the reasonable exercise of its
discretion, based on informntion furnished to Custodian by one or mom brokers (exclu ~di~g Seller) hi such Security or Castoa;~ may
l~iC~ such ~-,curity using a formul~ utilized by Cuttodian f6r such purpose in the:o~-,~y comae of/ts busim~.
iVL VNofiee o~ Default ~ ~h:~tl mean a wriiIan notic~ delivered by Buyer to Custodian and Seller, or by Seller to Custo,/h~ and
Buyer, it!f, ormi.g Custodian and thc defaulling party of an Event of Default pursuant to Para!~'aph 11 of the ~ Repurchase
Agr~me~t and setting foC~h file specific Event of Default ther~nmder.
N. "Oral Instructions" ~h.R mean verbal insiructiuns received by Custodian from an Authorized P~san.
way of the Commmfications System, to be
P. ~Purchased;:Porffolio'~ shall mean the Securities contained in an Eligible Portfolio which are lransferred to Buyeffs Account
in coanca-~un with Transactions.
Q. "Rev/seal UCC" shall mean the Uniform Commercial Code as in effect f~om ~mc to time in the Stat~ of New York as if the
State of New York had adopted' Revised Article 8 (with confomgng amendments to other articles), 1994 text. as adopted by the
American Law Insiituto and file National Conference of Commi~sioner~ an Uniform State Laws.
R. "Securities" shallmean Book-Entry Sccur/ties, Clearing Corporation Seaufifies and cash.
S. 'Seller's Account" shall mean SelleFs clearing accomlt maintained on Custodian's Govemmen~ Securities Clearance System
("GSCS"), any other account in which Securities are held by CustOd;nn on behalf of Seller pursuant to the terms of ~ Agreement
and suy account for the deposit:of cash m~intalned hi conn~non therewith.
T. "Written Instructions" shall mean wrkten communications received by Castoclla~ f~om an Authorized Person by telex,
through thc Corm~micafious System or any other electronic system whereby the receiver of such commun/catiens is able to verify by
codes, passwords or otherwise with a reaSonable degree of c ~inty the identity of the sender of such commanications.
All references to ~ in ~ Custodial Undermldul ~11 mean the time in effect on that day in New York, New York. Except
as may odierwise apply for Income payable on panicul~ Sectn'ities or as otherwise may be agreod to hi writing by the parties hereto,
all provisions in this Custodial Undertaking for the transfer, payment or receipt of tim& ~hnll mean transfer of. paynmra in, or receipt
of, United States dolhrs in i,....ediately available funds.
2. APPOI1VI'MENT OF CUSTODIAN; ACCOUNTS
A. Buyer and Seller hereby appoint Custodian as custodian of all Securities and cash at any time delivered to Custodian in
connection with Transactions subject to this Custodial Undertaking and as their agent to effect Transactions. Custodian hereby
accspts sppomunen~ as custodian and a~en~
B. Buyer and Seller each authorizes and inswac~s Custodln. m utilize the Book-Entry System and Clearing Corporations in
conncc~en with i~ perfo,'m.-ce hereunder. Book-Ent~ Securities and Clearing Corporation Securities credited to Buyers Account
and' Seller's Account will be represented in accounts at Ihe Book-Ently System and the appropriate Clearing Corporation in thc n~mC
of Custodian which include only assets held by Custodian for its cu~om. Transactions with resp~ to Book-Enuy Securities and
Cle~-ing Corporation Securities wil/be effected in accordance with, and subject to, the rules and regulations of the Book-EnWy
Sys~m a~d each Clearing Corporation, respectively. Custodian shall not accept Securities in phys/cal form in connection with
Transactions ber~under.
3. REPRESF~NTATIONS AND WARRANT]ES
A. Buyer. Seller and Custodian. Buyer, Seller and Casmdian each rep~seras and warmul~, which representations and
wm'/mlties ~h~ll be deemed to be repeated on each Purchase Date and each Rclmrchase Date, itmt:
(~ It is duly org~ni~edand existing, under the laws O~ ~ j~isd~ctinn of iis organization with full power and a~hori~ ~
~cute and deliver ~ CnsWam! Under~ld~g and to perform all of.~he dutius and obliganons.to be peffomzd by ~t herenndmG,
(ii) This Cnstod/nl Uncl~t-i,,g is, and ~ach Transaction (with respect to Buyer and Seller only) will b~ legally and validly
entered into, does not, and will not, viohte any .orai~nce, charter, by-law, rule or ~mte applicable to it, and is enforcrable in
insolvency or similar laws, or by equitable principles relating to or
(']ii') The p~un exeenting ~ CustodiaiUnd~r~ld~g on lis behalf has be~ duly and properly authorized ta do so.
B. Further Representafians of Custodian. Custodian fuzitxer represem~ and warrants, which representations and warramies
shnl! be deemed to b~ repeated on ~ach Purchase Date and each Repurchase Date, that:
(i) It is a New york lmst company with its principal office a~ 48 Wan S~et, New York, New York 10286;
(ii) It will m~min Buyers Acenunr as a custody account and shall a~rr6~i~r Buyer's Account in the same m~ner it
~dmlni,t~ s~mfl~r accounts established for the same purpose;
(ii) Itis a "Member Bank" of FRBNY (within the meaning of$1 C.F.R. 306.1 l$(g)) and rna~t~i,,~ a book-enWy securities
account with FRBNY and each Cleari~ Corporation in which it holds Securities h~un~, AND
(iv) Ithas made no determln~tiun as to the creditworthiness of Buyer or Seller.
C. Further Representation of Buyer. Buyer acknowledges and a~-, ~t it is primarily liable to Custodian for
satisfaction of all obligations, and liabilities arising or insured hereunder in respect of any Buyer Account(s), without regard to the
name(s) in which any Buyer'sAccounts may be mui~m/ned or any rights or recourse Buyer may have against any third party for
rehnbursement of such obligations and liab/l/ties.
4. DEPOSIT OF CASH AND ELIGIBLE PORTFOLIO
A. Establishment of Pricin~ Rates. Seller shall/nput/~to the Comrmm/cations System in accordance with the lime specified
in Schedule V the Pricing Rate offered for Transactions involving Eligible Portfolios (which may vary from the pricing rate(s) offered
to ether buyex~). Seller shall have the fight to establ/sh and modify limitations on the s/zc of Transactions which may be out~anding
a~ any t/me with Buyer.
B. Enterini Inta Transactions. Buyer will notify Seller through the Communications System of its acceptance of Selle~s offer
to enter Transactions no later th~n the time specified in Schedule V and provide thc aggregate Purchase Price and Eligi'cle Portfolio
with respect thereto. If Buyer does not notify. Sener by such ~ and Buyer had effected an overnight Transactiun with Sdler on the
previous Bus/ness Day, Buyer and Seller w/ii be deemed to have agreed to enter into an overmgin Transaction at the Pr/cing Rate then
in effect with a Purchase Price equal to the aggregate money balance in the Account for the same or similar Elig~Ie Portfolio that was
the subject of the Transaction effected on the previous Business Day.
C. Buyer's Instructions. On each Business Day that Seller and Buyer agr~ to enter into a Transaction subject to this Custodial
Undermt~ Buyer shall deliver ro Custodian, by the time specified in Schedule V, Written l. nsiructions conla/ning the following
info,'~en:
(i) the Per~bu~e Date and Purchase Price;
(ii) the P,.epurchase Date ancl Repurchase Price (or rate); and
(iii) hame'of Buyer.
D. Seller's Tender of Securities. By the time specified on Schedule V on the Purchase Date, Seller ~h.~lI ~ransfer or cause to be
IranSferred. to Sellers Account, thc Eligible Portfolio Which is thc subject of TransactiOns on such Purchase Date. In conuection
therewith, Seller shall either deliver to Custoa~n Oral or Written Iusi~uctions identifying the Eligi'ble Portfolio to be sold by Seller to
Buyer, including a description setting forth the face amount of each Security in the Eligible Portfolio and, wl:~e applicable, lira
CU$1~ munber for each such Security or/nsUu~ Custealnn to identify the Eligi~ole Portfolio in Seller's Account to be tramfereed to
~ .Buy~s Account. Custodian agrees that all Securities in S¢iI~S Ac~ ~ be held by Custoai~n as a§mg of and custodian £or
Sell~.
E. Buver's Purchase Price. By the time specified on Schedule V on th~ Purchase Date, Buyer sh~l! iramfer, or cause to be
l~ausfen'ed, to Buyeis Account sufficient cash auch that ~th¢ total cash b*l-~¢e in Buyer's Account af~ such transfer equals or
exceeds th~ Pu~hase Phce Contained inBuyc~s Wfitt~ Instructions. ' '
5. EFFEt:i'IIqGTRANSACTIONS
A. Purchase Date~ On the Purchase Date for any Tmusaction subject to this Custodial Underling, Custoai~. ~t! wm~er to
Sellers Account cash from Buye/s Account in an ~mnunt equal to the Purchase Price and tmusfer fi'om Sell~s Account to BuyeYs
Accotm~ the Eligi~ole Portfolio ~n accordance with Sell~s Wri~u In, auctions with resp~ to such Transaction, subject to the
following pr0vi~ious:
(0 l)eter~inafion of EHglble Portfolio: Negotiability. Custoai~ shall d~ine
~ ~fio~ s~ fo~ ~tow ~d sh~ll not be ~d
(h') Determination of Mar~in Value. Custodian shall deI~mi~e the-Margin Value ofEligl'ble Po~olio to be Ira,~fen~d m
Buyer's Acccunr.
(ru') Payment of Purchase Price. Provided the Margin Value of Eligfl~le Portfolio to be wausfen'ed to Buyers Accotmt
equals or excesds the Purchase Ih/ce with respect to such Tmasaction. Custodian shall lransf~r such Eli~'ble Portfolio from Sellers
Account to Buyer's Account and shall disburse f~om Buyers Account to Selle~s Account cash in an amount equal to the Purchase
,Price.
(iv) Maintenance of Buyer's AccounL Custoai~u agr~s that all Securities in Buyer's Accotmt will be held by Custodhn
as agent of and custoai~ for Buyer.
(a) Book-Entry Securities. Each Security in the Ellgfole Portfolio which is eith~ (i) a Book-Entry Security, or
(ii) a pan of a fungible bulk of Book-Fairy Seanrities shall be continuously maintained by Custodi~ in the Book-Fatzy System.
Dtuing the te~m of a particular Transaction, Custodian sbnll identify such Book-Entry Securiiies on its books and records as belonging
to Buyer.
(b) Cle~ring Corporation Securities. Each Security in the Eligible Pont'oEo which is ~ither (i) a Cleasing
Corporation Security, or (ii) part of a fungfole bulk of Clearing Corporation Securities ~h.~! be continuously m~i~i.ed by CusWaln.
in an account with the appropfia~ Clearing Corporation. During the term of a partian~x Trausaction, Cu~odian shall continuously
idanfi!'y such Clearing Corporation Securities on its books and ~ecords as belon!gng to Buyer.
(v) Security Denominations. Anything in this Agr~mant to the conn'ary notwithslmx~g, Buyer understands and agrees
that the wausfer of a Security in the Eligible Portfolio hereunder may result in the Buyeis Account being credited with a Security in a
denominntioa less than (i) the minimum cllstolllaly RRit of Wading in the market for such Security, or (ii) the minimu~ denomination
in which such Security is issued, or both.
(w') Intent of Buyer and Seller. Buyer and Seller agr~ that it is intended that (i) with respect to W~usfer of Securities other
than Book-Entry Securities, Custodian act as a "fi~-cial intermediary" as such term is defined in Scctiou 8-313 of thc UCC with
respect to Trausactioas hereunder and that each wausfer of such Securities effected by Custodian hereunder ~h~ll be a "tramffer" of
securities as provided in Section 8-313 of the UCC and (ii) with respect to Wausf~s of Book-Fairy Securities, Cus~di~. act as a
"securities intermediary' within the me~i~§ of Section 8-102 of the Revised UCC and each tr, msfer of Book-Entry Securities
effected by Custocli~n hereunder to Buyer or Sener sh.~l! restlli in Buyer or Seller. us the case may be, acquiring a *securities
entiflemeaff within the meaning of Section 8-102 of the Revised UCC. Custedian acknowledges that in pefform~, hereunder it
intends that it shah act as a "securities intermediary" within the meting§ of Section 8-102 of the Revised UCC.
IL Trust Receipts. Custodia. is hereby authorized and directed to accept m~st reccipts (each, a "Trust ReceipO evidencing
either the holding by the issuer of such Trust Receipt (a 'Trust Receipt Issuer") of on~ or more Securities in th~ Eligible Portfolio
subject to Transactions or the credi~ug by th~ Tm.st Racdpt IssUer to the account of Custo,t;~a of one ar mor~ Securities ia th~
F. Iigi'bia Portfolio subject to Transactions. Trust Receipt Issuers from whom Custodian may accept Trust Recdpts in ~un with
-5-
Transactions her~u~ler ~hn1~ be listed on S~bedule I a~ Lin, as such Schedule I r~y be amended from ~ to time.
Cusindien ~h~! hold each Trust Receipt at a secure facility at one of i~ offices in NeW Yo~ Ci~ and, cin~g the ~enn of a particular
Tnmsacfion, shall identify the Securities de,erred in such Trust Rec~4pt on its books and records as belonging to Buyer.
C. Custodian's Inability to Complete a Transaction. If Gasmala. is unable to complete a Tra~acfion because Seller has
failed to provide complc:e Wriucn Insm~ctions ~ requirzd by Paragraph ,SC ~ ~ Buyer or Selles lias failed to arrange for the
transfer of sufficient cash, or Elig~ie Ponf?li.o S~:urilies to Buyof~. Accom!t or S,ell~s Account, rr, spectively, Ctistodia~ shill
:t ~tr ~"~C~t of suck Otat or Writ~n lz~mctions, cash ortho Eligfble~ l~orffollo. Ii'
,~eceived Oral, or Writte~ h~ti'nolions fi~xc Seller by 4:30~ p.m~, sufficient cash from BUyer by ft~ close of the
s by the close oF'GSCS0r the ~ippr~;priate CI~ Co,rporafion,,Buyer
is f0llbws: (~ if tho casl~ balance in Bi~yer's Account
the cash. balance in Buyer's Acenont __ ; the
P, urchase~Price, the .,~m~i~ing terms of rbe Traasac~on shall be de:cn'ained in accordance
~usth~liau w~th further Oral or Wrkten Inslmctioas ~th ~spec~ ~o a recalculated R~-purchase Pdc,c
cash in B. ~,'~.'s A. cc~ant equal to,~e Pure,hash P~ice exce.'ds'thc .Marg~ Value of £ligl'b]e PorRbii0 in'l
shalBcic~it lb Selle.~s Accpual cash, in,an air:droll~ equal to ~e .Ma.~__in Value of the Eligible' Portfolio So.irides, and the difference
be~'c"ullhff~m~unt c~edh~d to S~'.'ler"s A¢coua! ai~d th~ P~rehase Price shall be rctai~ed by Buyc: and h~Id by Custodian' in Buyer's
Accoum, Ia any event, Buyer und,Sc!IHr shall .-~.'i'ain obligited to eacl~ther puranan£ to thc original'to:ms ore,ch T~,.~action.
~exs betv~een Buyer's AcCoont and
,E, OWnership of Securities~ Transfers ~o Third Parties. (i) Upon thc Uansfer of cask to Seller's Account and the Um~sfer
of the ~efl;pbrff0tio lo Buye.~s ~ccoUm; it~ agre~t by Seller and Buyer that, notwithstan~g the c:edit of Income to Seller's
Accoun~!~~ to Para_~aph 5G, flu~ Purchased Portfolio shall be for all purposes the !eropeny of Buyer. Buyer agrees, however,
that, su~ l~to paragraph~8 hereo~ Pa~lgraph ti of the Master Repurchase Agreement, it will resell to Seller on the Repurchase
Date ~Pu.~ased Portfolio at the Repurchase Pric~.
Buyer. Seller and, Custodian agree that the Purchased Ponfolic and cash held in Buyer's Account fi'om time to time
will be~,h~ld by Custocli~n as agent of Buyer. that Custod~ will l~ke such actions with respect of Buyer's Account and any Purchased
Porifci~0 and cash therein az Buyer'shall direr, and that in ~o event shall any consent of Seller be requir~ for the taking of any such
actionby Casmdian. 1~ i the Master Repurchase Agreement to the conmu-y, Buyer hereby covenants, for the
inctm'ed or
Buyers'
~ansfan-ed from Buyers AccOunt
to deliver any Purchased Portfolio or cash'in Buyer's Accotmt to any person
of Default to Cnstodiav. The foregoing covennnr is for tl~ be~efi£ of Seller
· on Buyer's righ~ a~ any lime to h~Uuc: Custodian to act, or on
Custodian shall not bo liable for any Losses (as defined in Paragraph 9A)
a result of Custodian Wansferting any Purchased Portfolio or cash in
or not subsequent to receipt of a Notice of Default) and ~hall have no
Buyi.~r onder this Custodial Undertaking with re!poe: m any Parchascd Portfolio or cash
.any instruction to Custoeli.. to Uaasfer the Purchased Portfolio or cash from Buyer's Account during the term of a
Transa~ou ehflll be set forth in a written notice in substsntially the form atIacbed hereto as Appendix L Buyer shall deliver such
notice, toga Vice P~esident or more senior ofr~.er in Castodinu's Broker Dealer Services Division and ~hnll se~ld Seller a copy of same.
Custodla~ ~h~!l' az prompdy as practicable onclcr tho circ~rm~tances, act in accordance with such insuuctions; it being uaderstood and
agre~d~ ~t!~at ~Cnsto ~dilm shal~ have no li~bility for its inability to comply with Buyer's i~stmclions if the roles or systems of the Book-
an? calile co oratiou p: t custo P. ed o folio Buy ,
Ac~[~ BUyer shallpay tO Custodia~ all applicable f~s, cosls and charges associated with such transfer i'ora Buyers Account other
th.~n a t~J~r~'r ,pu~,~ ~-~ to Paragraph 9 ~n'eof
F. INo Lien or l~ledqe bv Custodian. Clisto~{n~ a~'es that tbe Purch~eed Portfolio ~h~ll not be'subjec: to ~ security interest,
lien or light of setot~ by Chstodian or any third party clnlming through C'ustodia~ and Castodian ehnll not pledge, eno~mher,
hypothecatel lransfer, dispose o~ or otherwise gram any third party an interest in, any Purchased Praffolio.
G. lau,.vment of Income. Until such time that Custodian shall receive a Notice of Default flom Buyer ptu~ua~t to Paragraph 9,
Cuswa~ shall czndit to Seller's Account Income received by Custorli~n After receipt of such Notice of Default from Buyer,
Custodian sI~ntl credit to Buyer's Account Income received by Custodia~
'H. Confirmations. Custoai-- shall provide Buyer and S~1t~ ~th,~c~.nfirmation statemems reflecting the Purchased Portfolio
and 8ash posit/om in Buyers Account on each Basiness Day or as o~e may be requested by Buyer. Buyer and Seller shall
promptly review all such confirmation starts and shall promptly advise Custodian of any error, omission or inaccuracy in such
suuements. Cuswdian ~h~ll undertake to corr~t any e~ors, failures or omissions that am reported to Castot~i~n by Buyer or Seller.
Any such corrections shall be reflected on subsequent confirmation statemeam.
L D~v ~e~, b.v Cns_.todia,n- Upon a Setl~r D,efaulr, any u-ansfers of $%N-iurifies or cash by Cnsto~- to Buyer from Buyers
Acc°unt d~ll bn:llxade to Buyer by delivery to the account(s) designated in .qchedule l~as may be am~ded from lime to tune by
d~qivez7 to md rerxipt by Custodian ora new Schedule IlL
6. VALUATION OF SECUI~'~$
~ of each Bnsincs,,
wh/ch a Tmmact/on subject to tiffs Cns~O~i~'{
fi) M~r~in Deficit. In the event the Purchase Price of qutstanding Tra~sa~ctions is greater than tim a~gr~gate Martgu Value
of cnstoa , s er by thn on _v,dete
~...t .~*a~i Se~s on ~e ~e of ~v achuo~, ~m~ ~ ~ B~ ~d~S~ ~ a~ ~
~omBuy~i~ Se~el~f~d m Buy~s Ac~ ~h~{{ be d~d ~ be p~ oI~e ~d Po~oHo.
. ~ ~e.ev~t ~e a shs{l ~ceed ~e ~e Price of
~ SeH~ ~ upon ~I or
~o~ ~ ~ Accost to SeH~s A~o~
~$ a ~ct ~ p~g s~,
B~v~s Acc~K mle~ed
B. No, Suhc*imtions of Securities in lhe Purchased Portfolio. ,Th¢,pa-niel agree that anything in the Custodial Undertaldng to
,h .... ,~,~ ~,~*,~-~*.-~ it shall be'Buv&J'~s and Sell~s mSnonsibiiitv t~ ~snre that there is no substitution of Securities in the
Buyers Account ~ml~ss Buye~and Seller have;~/greed oth~in wr/d¢§ with a Copy to Custodiam Custo~a- shall have no l/ability
wh-~soever for any 'loss, damage Or` expens~ e~ arismg~out of the. transfer of Seciir/ties in the Purc2mzed Portfolio to Seller against
Wansfer to Buyers A~:couni ofsubsnmto Secoriiies m accordance wi~hpartgm, ph .
7. AUTOI~IATIC ROLLOVER
Buyer and Seller agr~ that if Custc,tian bas not received Written Instructions by the time specified on Schedule V on the
Repurchase Date to the ¢onwary, Buyer and Seller ~hall enter into a n~w Transaction on such date (which ~hatl be deemed to be a new
Purchase Date).
8. ~URCHASEDA~
On the Repurchase Date for any Transaction, subject to Paragraph 9 hereof and Paragraph I 1 of the Master Repurchase
Agreement, Buyer hereby irrevocably iostmcts CIlstOdian te tender to Seller the Purchased Portfolio with respect to such Transaction
and ro waosfer such Purchased Portfolio from Buyers Account m Seller's Accoun[ Seller hereby ir~vocably imtmcts CusWai~- ar
the time the Purchased PorifoIio is transferred to Sellers Account to m~Ite payment to Buyer of the Repurchase Price by debiting cash
from Seli~t's Account and crediting cash to Buyers Account. If on the Repurchase Date Sellers Account does not contain sufficient
cash available to repute-se all Securities in the Purchased Portfolio with respect to any Transaclioos, Custodian shall notify Seller
and Buyer and Buyer shall give Custodian Oral or Wrivam Instructions idemifying which Securities in the Purctmsed PorifoIio, if any,
are to be repuroh~eed and the Repurchase Price.
I~ the event that Buy~ or Seller delivers' a Notice of Default to Cu.storli~. Custo~isn ~]! noti~ the dethulting party of
~eceipt of such Notice of Defank and act in accordance with the instructions of tho non-dofanlting party with respect io such non-
defmdtln~-pim~s ~ghts pm'unnt to p ,ar'~'aph ll~f the Master Reporchas~ Agreement. Cusm~.~ may~fully rely without further
~ o~ the statements set forth,in such Notice of ~efault. It is unde~to0cI that notwi&sian~g anyt~g in the Master
~A ~.. ~.ti~o the conWa.W, (a) if Sell~ is in default flie~. ~u~der, Buyer hereby ~ocably authorizes and ~ Cnsto~/o sell any
~Securlty in ~ Purchased P0nfotio Lhat is in an amoum less ~h.. a customary unit of trading in such Securi/~ or less ~- the
wi~';~um anibunt in which SUch Sdcurity i~ issued, together with Slm,%r Se~rities held by Cnstoai~ foz~ other counterpart/es of
Seller, similarly situated, and (b) if Bhyer is ~ defaulg t~ the extent any Seenrity in the'kha,s, ed PotfulS0 is in an amount i~ ~n. a
in such Security ur Iess ~h-aa the m~imum amount in Which ancli Security is issued/Buyer hereby
, to Seller.
In ~di:tiorr, Bh.v~ and,.Seller a.cknoWledg~ :mo a~.-ree li~.t th~:p~ of p,azagraph 12 of~e ~ Repmhase A.~.~..'men~
shall be fi~11y e,;%cnv~ with resge:~' to ail Transactions entered.~ f~e~a.~ ~espe;tive 6f whether such Tnmsactiom ar~
emered ,,,to ,,, ~.ormeenon wzth thts Custodial Unoer~ ,~$, directly be!~Buyer and Seller or o _..fl!m~e.
10. co~cr_ah'v~ CUSTODr.~
A. Limiti~tion of Liahilitv: Indemnification. Cnsto~i~a sh,~11 not be liable for any corn, expenses, damages, liabilities or
¢!aims. inc!adiag reasonable fees of counsel (collccfiveIy, "Losses'), resulting from i~ action or inaoiun in enune~un with this
Custodial 'L-odemkia~. ia¢luding Losses which are. incurred by reason of any action or iaactiun by the Bcok-Bnlry $¥stm, any
Clearing ~0rpol"~tiol~)oll T~I'I~. l~.ac~ipt lsb'uer, or their succe~ol~ or llominees, except for those Losses arising out of Custodian's gross
negli~;~, ha? faith, o,r ~ miaconduc~, In no event ,h-il Cnstodl,n be liable to Buyer, Seller or uny third paW~ for special,
indire**t or eni~equenti:fl damages, or lost profits or loss ofbudnsss, arising under or in connection with this Custodial Underald~.
Cas~odi',,ml, may~ ~'ith re~pec~ to questions of law, apply for and obtain the advice and opinion ofcotmseI, and shall be fully prote~ed
with ,~s.~¢ct w anyt ,hin~ done .or omined by it in,good faith in confomaity with such riaionable advice er opinion. Buyer and Seller
agree, ~joi~i'fly,~d's~y, lo m~ Custodian and to hold it hma!nless against uny and, all Losses (inclu~, g claim~ by Buyer or
Sullen wa, ca are sus.lalu¢~ l~y Cus~Oaian as a result of Cnswd~a s ac~u= or mactran lncounecUon vath this Ctlstod]nl Ululermld'ag,
exc.~, t those Losses aP. stag out of Custodian s gross n.~.Iigence, bad faith or ~ nnscunclnot. It ~s expressly understood and agreed
tha: Custodi-.n.'s tight to. inde.,rmilic~on her,.',.md~r shall~ be enforceable against Buyer and Seller directly, without uny obligation to
first proceed ag:~i.qs~ an.~ ~ird part3.' for whom they may act, and irres.p, ective of'any rights or recourse at Bu.ver or Seller may have
against,any such third p.a~,', This ,indenmity shall be a continuing obligation of Buyer und Seller'notwifi~standing the termln~tion of
any Truns.-ictior,.s or of this Custodial Uador'-.'king.
B, N~ Guaranty by. Custodian. It is expressly agreed and acknowledged by Buyer and Seller that Custodian has made no
............... ... ...... . .... ,% $eRes's ability to perform thoir respective obligations in connaciinn with Tzansacfions and is not
.; .:.': =::::~:::.: ::: .';:'.-.'.:cd :~ .:.' o: ~: ~miag a~y liability for the obligations of Buyer or Seller here,mawr nor is it ass~min~ any credit
.,~. ::~:,,'o~:. :e,: .~:;!: ~'.::.',:~c::c)::. ~der, which liabilities and risks are the responsibility of Buyer and Seller; further, it is
expr~ss, ly agreled ~hat,C~stodi~, ~s not U~deriaking to make credit available to Seller or Buyer to eaable it to complete Transactions
hereunden
C. NoDutvofInqulrv ~ith~ut~imitingth~generalIty~fthef~reg~ing~CnstodianshalIb~undern~b~igati~ntoinquireinto~
and shall not be Iiable for.
(~ The validity of the issue of any Securities porchased or sold by or for Buyer or Seller, the legalizy of the purchase er sale
or the validily or enforeeabllity of any Trust Receipt received by Custodi~m herennde~,
(ii) The due authority of uny Authorized Person to act on behalf of Buyer or Seller wi~h respec~ m cash or Securities held
Buyers Account or Sellers Account; or
(ill} The due anthodty of Buyer, Seller or any entities for which Buyer acm m purehale, sell or hold any particular Seenrky
herenader.
D. Securities in Default. Cusm,ti.,~ shall not be under uny duty or obligation to take action to eff~-'~ collection of uny amount if
the Securi~e~ upon which such amount is payable are in default, or ff payment is refused ~ due dem~-d or preseulation, ualess and
~ (i) it shall be ~d to take such action by Written tm'tnicfious and (hi it shall be assured to its satisfactiun of ~;-,hursement of
costs ~md expe~es in connec~on ~ an~ such action.
E. Custodian Fee: Custodian shall be ~l~d to meaive and Seller agrees to pay to Custodian ~-ch compensation as may be
agr~d upon fi'om time to time between Custodian.and .geller and Custodlnn'S out-of-pocket expenses.
F. Relfnnce on'Oral/Written lnsm~ctions. Custodian shall be entitled to ~ly upon any Written hay/faction or Oral Imimctinn
zeceived, by Custodian ,-.ad reasonably believed by Custodlnn to be delivered by an Authorized Person. Buyer~and Seller agree to
forward to ~Custod~' WriRun Izatm~ions CO. firming any and all Oral Iustm~ons in such r~,~.er tha£ such Wrimm hstmcrions are
received,by Custodian by li~ Clo§e ofbnsiness of thc same day that such Omi Iustmchous are given to Custow~ Buyer and Seller
agr~ thlt~ ~he fact that~suc, b..co .m~i~..g Written Instnwtions are not received or that contrm-y Written Imtractiuns are received by
Custodlall sB~ll m no way a~ect tho validity o1' erlforcesbiHty of the tr~n~ctlous prevlOOSIy autholIzed end effec~dby Cnstorhan
hold C~todian bare,ass from ami against
s¢.wic¢, limker or dealer.
Custodian shall, not be respons~le or liable for any f~nre or delay in thc pm'o,~a-ce of its obligafious
~ising out of or caused, directly or indirectly, by ei~unstanc~ b~yund its reasonable ,contrel~
acis of God, ear&quakes, ~es, floods, wars, dvfl or ~ disturbances, sabotage, epidemics, riots,
loss ~f atilities, compurer (hardware or soflv,~e) or cc~monicatiuns service, labor disputes, ac~ of civ~ or military
authori~', or goverra,~ental, judicial or regalamry actions; p~ovided however, that Custodi~ ~h~ll use i~ best efforts to resume
pe.'Yormanc¢ as soon as possible.
L ..No. Additional Duties. Cnsmdlan shall have no duties or reaponsibllities except such duties end respons~llifies as are
specifically se~ forth in this Custodial Unde~Id-g, and no covexmnt or obligation shall be implied in ~ Cus~odlal Under~Idag
a~inst CUsIodi~
J. No Duty Regarding Derivatives. If Buyer and Seller have seiected Eligible Securities which derive all or a pomon of their
value f~.m .C~ges in the value of underlying securities, mortgages or other obligations, or one or more currencies, commodities,
iz~ic~ ar other :factors Charein~er referred to as "Derivarive Securities"), thc pa~ies understand that Custodian shall have no
obligatioii m monitor Whether any such Elig~ole Seearines arc also Derivative Securities. Accordingly, the pardes agree that anyrhi~§
in die Cu/~odial ~nder~dng to the contrary notwithstanding, it shall be Buyers and Seli~s rasponsibility to ema~ that Eligible
Securities do n~t:include Deri,vativ¢ Securities unless they have otherwise agreed. Custodian ~h~l! have no liabil/ty whatsoever for
any loss, ~g¢:~r exp~nse arising out of tbe/nelig,~bflity of D~ivanve Seenntias wh/ch ar¢ the sublect of Transactions pursn~nt to
thc Custodi~ ~n&rtaii~.
11. TERMINATION
Any ~f the parties hereto may terminate this Custodial Undertaking by giving to thc other parties a not/c~ in va/ting specifying
the date ofsu~l ~,,.;nation, which ~hall be not lass th~ thirty (30) days after thc date of giving of such notice. Upon termination
bereo/~ Sell~ shall payto Custodian such compensation as may be due to Custodla~ as of the date of such termination, and shall
l~wise reimburse CusWdi~n for any disbursements and expenses made or incun'ed by Custodian end payable or reimbursable
hereunder. If Buyer and Seller do not provide Written Iustmctious desigmating a successor enstodi~ prior to the termination date,
Cnstodla,n !~hall. at Buyer's expense, continue to hold Purchased Securities and cash in Buyer's Account until the Repurchase Date
with ~ to each outs~mding Transaction, or until it has received a Notice of Default in oonuecfion therewith, and Written
Inswactions with respect to delivery of such Purchased Securities. If Custod,~n has not received delivery mslmctions vath respect to
Pur~ha.s~ Sean-ifies and/or cash in Buyers Account, Custodian may, in its sole discretion, hold Book-EnRy .geenritie~ and Clearing
Corporation Securities in escrow for the benefit of and at the expense of Buyer and deliver cash to Buyer at the ~ddress provided
below.
12. MISCI~.?.ANEOUS
A. Authorized Persons. Buyer and Seller each agrees to furnish to Cu~edlan a new Schedule II in the event that any
Audiorlaed Pe'~on.ceuses to be an Authorized P~rson or in the event that other or additinusl Authorized Persons are appointed end
authorized, until such new Schedule II is received, Custodian shall be fillly protected in acting und~ ~ provisions of this Custodial
· ~U,nderlaking upon Omi/nstmclions or Wfilv:a/mmzctions from a pe~on reasonably believed to he an Authorized Person as set forth
in the last delivered Schedule Il.
Esr ACCESS to Books and Records. Upon reaso~ble r~qnost, Buyer and Seller sh.ll have accass to Cns~di~n's books and
records ,~tained in connection with figs Custodial Unde~t'~g during Custoai--'~ normal imm/ness.hours, Upon reaso~ble
C. Invalidity of any Provision. In case any provision in or obligation under this Custodial Undecmkk~ shill be invalid, illegal
or une~o~e=bie m any jurisdiction, the validity, legality and enf0~ceability of the n~m,i~g provisions or obligatiom shall not in any
~ay beaff~led or ?re?aired ~hereby, and if any provision is inapplicable to any person or c/n~-~-'tances, it shall nevertheless
applleab]~ to ali other person~ and cir~m~tancas.
D. Parties~ Entire _a~e~ Amendments.
Buyer. Seller, and Custodian agree that ~ Ctm'odi.~ Unde~ak~§ comsfim~as
Trsmacfions subject to this Custodial Under~kln$ and may not be
Buyer and Seller with
The,CustedlalaUndertaking and the Master Repurchase Agreement. Buyer and Seller acknowledge and
· conjunctioil W/th ~ Cnstodial Unde~l~ !=~sents the entire agreement between
Buyer and Seller acknowledge and agree ~ Custo~i.~ is not party to the M_aster
E. Bindin~ A~reement. This Custodial Under~lan~ qhnlI extend to and shall be binding upon the pertie~ hereto, and their
respective successors and assigns; provided, however, that tiffs Custodial Undertaking shall not be assignable by any pony without the
written consent of the other parties.
F. Applicable Law/Jurisdiction. This Custodial Und~r~t'~g shall be construed in accordance with the laws of die State of
'New York without ~egard to conflict of hws pduciples thereof. The parties hereby consent to the jurisdiction of a state or federal
court situated in Hew York City, New York in connection w/th any dispute arising hereunder. Each party herew hereby waives trial
by jury in any proceeding involving, directly or indirectly, any matter in any way ar/sing out o£ related to, or connoo~ed with. this
Custodial Underm~.
G. Waiver of Immunity. To the extent that in any jurisdiction any parry may now or hereafter be entitled to claim, for itself or
its assets, i-~unity from suit, execution, attac~t (before or after judgment) or other legal process, each pa.ny i~evocably agrees
not to claim, and it hereby waives, such immunity in conuection with this Cnstodi~l Undertaking.
H. Headings and References. The headings and captions in ~ CasWdial Underlaking are for reference only and shall not
affea~ thc conmraction or interpretation of any of its prov/sions.
L Counterparts, ~ Cnstodlal Undertaking may be executed in any u,,mher of counterpam, each of which shall be deemed
to be an original, but such counterparts ih~ll, to~'ther, COl~titute only one insll'l~
$. Inennsistenev with Master Repurchase Agreement. In the event of any inconsistency between the terms and conditions of
the Master Keptttchase Agreement and th~ Custodial Uncle~Vi.$ with respect to the rights, duties or obligations of Custoai.. and
Tramactions subject to this Cl~todinl Unde~ml~ng, the terms and conditions of tiffs Custodial Under. Irene shah gov~ll.
K. Notiees~ Any notice authorized or required by tiffs Castedlal Under~ak~g ihall be suffieianfly given if addressed to the
receiving Ratty and hand delivered or sent by ma~l. telex or facsimile to the indivich,,l~ at the addresses specified in Schedule IV or to
such other pemon or l~sons'as the receiving pony may from time to time designate in writing. Such notice ~h~ll be effective upon
L Confidentiality. Thc parties hereto agree not to disclose to any other party and to keep confidential the tem~ and conditions
of this Agr~ment (including fee arrangements) and any amendment, supplement or Schedule hereto. In the event that any pan'/
here..o breaches any provision of this section, any other pony shall be entided to t~mporax'y and perma.ent injunofive relief against the
br~cbing party without the necessity of proving actual dnmnges. Notwithstanding the foregoing, Custoaian may disclose Buyer or
Seil~. s Tame. address, securities position and other informatioR to such persons and to such extent as requLved by law, the minx of any
stock ~xcha~ge or regulatory or self-regulatory organization or any order or decree of any court or adminlsirative body th~ is binding
' ~n Cu.stod/~ or any Clearing Corporation or the terms of ~ org~=~//0//al documems of the issuer of any Secur/~y or the i=~m~ of
any ~ flseli~.
M. No Th/rd l~=rtv Beneficiaries. Notw/flmZandin~ the fa~s that (i) Buyer or Seller may ac: on behest~ of panie~ not d~nato~y
,tO,~ ¢Ol!.ll~4ct~ ~and l~i) C~odiau, may ~om ~'.t~to time maintahl Accolm~s
!~tliit./n~e~'..omiins hereunder C~ t~Wfli~ is a~ing solely on behalf of~h¢ Buyer. and Seller which m'/i~atories he~cto and each
;Slip,on;hereto aclmowledges an4 ?~e~s tha~ no conWactoal or service rehtio,~hi? shall be denned to be established hereby
between Cu.~orl{,, and any such ~ party or any other persan.
N. Parties D~emed Princisals~.. t~l~ss thcpaxties hereto execu~ and deliver a Custodial Agency A,-~x pursuant to which the
identilF Of all ~ for who~m any Party may act in ennoection this Custo~i,! Underling is disclosed, each party shall be
!~pO~ie for~,the.,p~co 0f i~s obaatio~ h.~e~.d~ as a principaL However. the execution and delivery of a Custodial
~-y ~ ~l~tl not ~elie~ anYil~a~'tY~f its. ob ~.l/~ations ~ except as pray/dod by applicable law.
~N ~S, WHF_~EOF, ~t~ pardes her~o have ~anscd ~is Custodial U~der~g
¢or~°mto o~e~s, the~euato d~ly authorized, as of ~ ~ day of ~ ,19 ~ .
FLEET BANK NATIONAL ASSOCIATION
ACTIIVG OAr BEHAL1~ OF 2-1-~' MUNIC~ALIi'~,a~
DISCLOSED ON ]F~',dN1VI~.4TFAC~D HERETO
(Each, a "Bu~ /
T/fie:
SWISS BANK CORPORATION
107/97
SCHEDULE OF ELIGraLE POP. TFOLIO
A. Each of th: foQowing portfolios of Sc~urki~ ~h,Tl hc an EHg?ol:-PortfoHo for Tramact/o~ d~n-t:ed in th: Cu~odh/
U'nd~,,g 5t Connexion With Maser l~ur~ha~e A~t dat~ ~ of ~/t~,]~, l~ ~ , among' ~w±ss Bank Corp.
Flee~ Bank~ ~.~. andThe,BankofNewYork, and ~h~ll have the M ~uP~ntagcw/th~u'-'t~tos~tfol~hbelow: '
Elim'ble Pom~oHo
Mar~n
Freauencv of Pricing Rate Adiusl~ent
TREASURIES WEEKLY i021
DAILY MARK TO MARKET
DAILY MARK TO M~LKg,~z
B. Pumu~nt to Pm-agmph 5B of the Cu.~od/ai Und~k/ng In Connection With Ma~r l~purch~: Agr~m=% Custom~. U
authorize/a~d d~cctcd to acc=pt Tm~t Receipts f~m thc fo[lowing Trot Rec:i~t Issuers:
N/A
Da~:d:
ACCE~I .~2):
T~m e~a,r~c OF~r~V Y0mC
By:.
Tide:
AI~ C. StYEIL
PRESIDENT
Th~ foHow/ng individuals have bc-~n designated as Author/zcd Per'sons of Buyer and Seller, rcsp¢ct/v¢ly,/~ connect/on with thc
Cu~OdialUncler~ld~glnConnecfionWffhMast~'R~purcha~eAt~'e~nentda~xiaSof ~'/~r~ ' ·
BUYER
Nan~
Kathleen A. Sullivan
Edwa~d'T. Novakoff
Kathleen Rockstrom
Lois McGrath
SELLER
Brian V. Carty
James G. O'Leary
John D. Perini
SCHEDULE
Account Information for DeLivery of Buyer's Securities and C~h Upon Notice of Seller Default
ABA: 011500010
BankNam~: Fleet National Bank
Ci~: , Boston, MA 02211
Ac~o~ntName: Mpney Market Suspense
Accountl~nmh~. 2014361
ADDRESS FOR NOTICES
TO SELLER:
Swiss Bank Corporation
Attn: Brian Carty
677 Washington Blvd.
Stamford, CT 06912-0300
203-719-3010 - phone
203-719-4810'-- FAX
TO B~
FLF~ET BANK NATIONAL ASSOCIATION
Fleet Bank NA
c/o Fleet National Bank
75 State Street - MABOE03E
Boston, MA 02211
Attn: Brian Snell, Vice President
617-346-1169 - phone
617-346-1180 - FAX
TOCUSTODIAN:
Thc Bank of New York
On~ Wall SIr~er, 4th Floor
New York, New York 10286
Arm: TH-Para, Servic~
Government Sem=ifi~ CI~aranc: Div/s/on
SCHEDLr[E V
SC~IEDULE OF DAILY OPEt~/~ONAL EVEN'rs & TINfES
A. The following axe the daily operailonal events and time desdl;-es applicable for Trm=a~nons mabje~ ~o the Custo&_
UnderslUng In Cenne¢fion With Maxter Repurchase Agreement dated as of ~ ~-'~,~ amc=
Swiss Bank Corp. , Fleet Bank, N;A. and /h: Bank ofNew Yor~
Deadline for Seller to Establish Pricin~ Rates: 10: 00 AN
Deadline for Buver to Acee;at PHcing Rat< 1:30 PM (3:00 PM for late portfolios)
DeadlineforSctledsDclivervofWrittenImtmaionstoCustodlam 1:30 PM
DeadlMe for Selt~r to T~nder EIi~'ble Portfolio: 3: 00 PM
Deadline for Buve~ to Deliver Purehaze Pfiee to CustoSi..- 1:30 PM (3:00 PM for late portfolio)
CUStodian's Lnabilin, to Corrmlete a Transa~om
If Cu~todiaa has not received Written Instru~on~ from Seller by 2: 30 PM , ml~ieient ~ ,Sum Bu.ver by the close
of the FRBNY money wire or am~i¢ient Eli_re%lc Portfolio by the close of GSCS or the appropriate Clearing Corporation, Cn_etot~i,,
shall p~rform in accordance with Paragraph 5C.
Deadline for Custodian to Notify Seller of Mar~n Deficit 3: 00 PM
Deadline to Notifv Custodian ofNo Automatic Rollover: 1:30 PM (3:00 PM for late portfolio)
Deadline for Buyer to Notify Custodian of Intention to Termi.ate lhSor to the Renurehass, J~are:
/
Dated:
[:00 Pi, I
By:.
Director
Repo Sales
B~.
Tile:
BRIAN C. SNELL
VICE P E$I ENT
ACCEPTED:
'FHE BANKJ~F NEW YORS/
TERMINATION PRIOR TO REPURCHASE DATE
Buyer m~y terminate any Transaction prior to the F,~purchzze Da~ by ~g
~o~ to ~t effe~ no ht~ ~- 1~30 p~ on ~e ~ Buy~ ~h~ m ~i.a~ ~h T~on
~e ~ce pl~ ~e PHce D~ for ~e p~d ~m
~ ~e Da~. ~e ~c ~ce ~h,11 bc parle m B~ on Ee ~ed ~e Da~
but ~e Price D~ s~ be parle ~ Buy~ on ~ ~ly sch~d R~e Da~. Buy~
~ Seller ~y a~o~e ~d ~ C~ai'n on
APPENDIX I SAMPLE FORM
To:
The Bank of New York
BrokerDealer Services
One Wall S~ree~, 4~ Floor
New York, New York 10286
Attention: Vice President
This notice is given pnrsuant to Paragraph 5E of the Custodial Undermk/ng In
Connection V~r~th Master Repurchase Agreement by and among
("Buyer"), ("Seller") and The Bank of New
York ("Custodian") dated as of (the "Custodial Unde. t~ldng").
Buyer hereby insa-uc~ Castodian to mmsfer the following Purchased Portfolio and cash.
in Buyer's Account (as defined in the Custodial Undertaking) to:
Bank or Depository:
Account Name:
Account Number:.
Date:
[Buyer]
Title:
CUSTODIAL AGENCY ANNEX
This Annex forms a pan of the. C.~us~odial Undertaking In Connection With Master. Repurchase
~eesnant'dated as of '/~z~ ~, t99~ (the "Custodial Undemmkin~ by and
mo~, m~-~ W.~;~ "' ('Agent") agent for principal(s)
am. ong ....... :~,. .~ ......... ~ssocmt~on ' , as the ktantified on
Appendix A attached he:ere (each, a "Buyer"), Swiss Ban~ Corporation ( "Seller" ) and
The Batik of New York ("Custod~n"). Capital~edterms used; but no~ defined shaH' have the
m~n~s ascribed to them in the Cus~dial Undertaking.
In a~ddi~i?n to thE ~pres,~nta~!!s set ~rth in Section SA of the Custodial Undertaking
Agent hereby t~,~esent~iafid ~ts, w~ch representations and warranties shall be deemed to
be conuntu,ng dtiring the term of any Transaction, that
(a) Each Buyer has duly authorized Agent to execute and deliver the Custodial
Undertaking on ~ts b~hatfi~has the power to so authorize Agent and to enter into the Transactions
contempli~ed~bF~e. Maxter Repurch/se Agreement and other, vise perform its obI~ations ·
pursuant to theister RePro-chase Agreement and the Custodial Undertaldng, and has taken all
necessary actio~i,to auth//rize such execution and delivery by Agent and such performance by it;
and
CO) NO Transaction effected hereunder shall be for the account of any third party no~
listed on Appendix A :hereto.
2. MultipleBuvers
(a) No Choice of Account(s). In the event thatAgent proposes to act for more than
one Buyer hereunder;Agent and Seller shall treat Transactions under the Custodial Undertaking
as transactions entered into on behalf of separate Buyer.
Co) Separate Accounts for Buyers, The parties ~oree that (i) Custodian shall establish
a separate Buyer's Account in the name of each Buyer, (ii) Agent will provide Seller and
Custodian with Written Instructions specifying the portion of each Transaction allocable to the
account of each of the Buyers for which it is acting (to the extent that any such Transaction is
allocable to the account of more than one Buyer); (iii) Custodian shall perform its obligations
pursuant to Section 6 of the Custodial Undertaking on a Transacfion-by-Traasacfion basis; and
(iv) the parties' respective remedies under the Custodial Undertaking shall be determ~4ed as if
Agent and entered into a separaze Custodial Undertaking with the other party on behalf of each of
its Buyers.
3. Cfistodian Not Resoonsible for Buyer Confirmations. Notwithstanding any provision in
the Custodial Undertaking to the contrary, aH confirmation statements prepared by Custodian
pursuant to the Custodial Undertaking shall be delivered to Agent as agent for Buyer and
Custodian shall have no additional responsibility for providing directly to any Buyer
continuation statements reflecting Purchased Securities or cash positions in that Buyer's
AccounL
4. Rescinded Authority_. Agent shsl! provide Seller and Custodian promptly with a revised
~;ppend£x A whenever a Buyer rescinds Agem s authority co perform ~ts ob/iga_~ tion~ pursuant to
th~ Custodial
5. Inconsistency with Agency .Annex to Master RepurChase A~eement. In the event of any
inconsistency between the terms and condifions of a~y agency annex to the Master Repurchase
A~eement and this Custodial Agency Annex the terms ~ud conditions of this Custodial Agency
IN WITNESS WHEREOF, the parties have caused this Annex to be executed by their
respective officers thereunto drily authorized as of the date first above written.
: AGENT:
Tide:
SELLER:
CUSTODIAN:
THE B ~//~.F NEW YORK
Tide:
MASTER REPURCHASE AGREEMENT
Between:
SWISS BANK CORPORATION,
STAMFORD BRANCH
Dated as of ~[B~g4A~
1997
and
~ FLEET BANK N,A.
ASAGENT FOR THE MUNICIt'ALITIES
AS PROVIDED SEPARATELY
1. Applicability
From thne to time the p,,,~es hereto may enter into transactions in which one party ("Seller") agrees
to transfer to the~other ("Buyer ') securities or financial instruments ("Securities ") against the transfer of funds
by Buyer with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on
demand, against tke ~aasfer of funds by Seller. Each such transaction shall be refen'ed to herein as a
"Transacfion'~ and shall be governed by this Agreement, including any supplemental mrms or conditions
contained in Annex I hereto, unless otherwise agreed in writing.
2. Definitions
(a) "Act of Insolvency". with respect to any party, (i) the commencement by such party as debtor of
any 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 substan, tiai part ofitsproperty, or (ii) the commencement of any such ease or proceeding against such
party, or another seeking such an appointment, or the filing against a party of an application for a protective
decree under hhe ~rovisions of the Securities Investor Protection Act of 1970, which (A) is consented to or
not timely contested by such party, (B) results in the entry of an order for relief, such an appointment, the
issuance of such a. protective decree orthe entry of an order having a similar effect, or (C) is not dismissed
with/n t5 days, (iii) the making by a party of a general assignment for the benefit of creditors, or (iv) the
admission in ,g~rit~ng by a party, of such party's inability to pay such party's debts as they become due;
(b) "Additional Purchased Securities". Securities provided by Seller to Buyer pursuant to Paragraph
4(a) hereof;
lc) "Buyer's Margin Amount", with respect to any Transaction as of any date, the mount obtained by
application of a percentage (which may be equal to the percentage that is agreed to as the Seller's Margin
Amount under subparagraph (q) of this Paragraph), agreed to by Buyer and Seller pnor to entering into the
Transaction, to the Repurchase Price for such Transaction as of such date;
(d) "Confirmation", the meaning specified in Paragraph 3Co) hereof;
GovtDOc~Countetl~rty/Swiss Gold/Counteqm~es/NY Munlcipalittes/Std Agreements/15Oct97
(e) "Income", with respect to any Security at any time, any principal thereof then payable and all
interest, dividends or other distributions thereon;
(f) "Marg'm Deficit", the meaning spec/fled in Paragraph 4(a} hereof;
"Margin Excess", the meaning specified in Paragraph 4Co) hereof:
(h) "Market Value", with respect to any Securities as of any date, the price for such Securities on such
date obtained from a generally recognized source agreed to by the parties or the most recent closing bid
q [rotation from such a sou fcc, plu. s accrued,income to the extent not includedtherein (other than any Income
ct'edited or m~nsl'erred to. or .', Dp~ied to the obligations of~ Seller pursuant to'Paragraph 5 hereof) as of such
clare (tmicss contrary to m:lrkct practice for such Seo~rities);
(i) "Prica Differential", with respect to ag, y Transaction hereunder as of any date, the aggregate mount
obta/ned, by daily application Of the Pricing Rate for such Transaction to the Purchase Price for such
Transaction ona 360 day per year basis for the actualnumber of days during the period commencing on (and
including) be Pumhase Date for such Transaction and ending on (but excluding) the date of determination
(reduced'bs; any amount of such Price Differential previoasl~r paid by Seller to Buyer with respect m such
Transaction);
O) "Pricing Rate", the per annum pementage rate for determination of the Price Differentiai;
(k) "Prime Rate", the prime rate of U.S. money center commete~al banks as published in The Wall
Street Journal:
(1) "Purchase Date", the date on which Purchased Securities are transferred by Seller to Buyer;
(m) "Purchase Price", (i) on the Purchase Date, the price at which Purchased Securities are transferred
by Seller to Buyer, and (ii) thereafter, such price increased by the amount of any cash transferred by Buyer
to Seller pursuant to Paragraph 4(b) hereof and decreased by the mount 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", the Securities transferred by Seller to Buyer in a Transaction hereunder,
and any Securities substituted therefor in accordance with Paragraph 9 hereof. The term "Purchased
Securities" with respect m any Transaction at any time also shall include Additional Purchased Securities
delivered pursuant to Paragraph 4(a) and shall exclude Securities returned pursuant to Paragraph 4Co);
(o) "Repurchase Date". the date on which Seller is to repurchase the Purchased Securities from Buyer,
including any date determ'med by appl/cation of the provisions of Paragraphs 3(c) or 11 hereof;
(p) "Repurchase Price", the price at which Purchased Securities are to be transferred from Buyer to
Seller upon termination of a Transaction, which will be determined in each case 0nchiding Transactions
terminable upon demand) as the sum of the Purchase Price and the Price Differential as of the date of such
determination, increased by any mount determined by the application of the provisions of Paragraph 11
hereof;
(§) YSeller's Margin Amount", with respect to any Transaction as of any date, the amount obtainedby
appl/catio!/of a percentag~ (which may be equal to the percentage, that is a~reed to as the Buyer's Margin
.~nount uttdbr subparagraph (c) of this Paragraph), agreed tO by Buyer and Seller prior'to entering into the
Transaction, to the Repumhase Price for such Transaction as of such date.
3. Initiation: Confirmation: Termination
(a) An agre~me~-enter~nto a Transaction may be made orally or in writing at the initiation of either
yet or S~tei. Og the ~r.,ch~e Date.fo,[ the Transac~on, the Purchased SecunUes shall be transferred to
Buyer or it~t~gent against the ~ster of the'Purchase Price, to an aecount of Seller.
(b) Upon
shall
Con~rmatian ~
Seller and';~t forth (i) t
Transaction i
unles
), as shall be agreed,
(a"Confirmation"). The
Securities.q~clu..d~ng. CUSIp number, if any), identify Buyer and
(ii) the ~hase Price, (iii) the RePurchase Date, unless the
the lhScing Rate or Repurchase Price appl/cable to the
o~ the Transaction not inconsistent with this
l censtitute conclusive evidence of the
, Transacff0n to.which the Confirmation relates,
jccrion is made promptly afierreeeipcthareof. Intheevem
between .'Ii,: · "' ' ' · 2 ......
tcm~s o, ,ucn £ onhrmauon and t!~is .\_~cm~n.. this Agmemant shall prevail.
(c) In the case of Transactions terminable upon demartd, suck demand shall·be made by Buyer or
Seller, no la~r~than such.~me asi~ custom ~afy ~n aceor..~dgnce w~ market practice, by .telephone or otherwise
on or prior to the business day on wb/ch such termination wilt be effective. On the date specified,in such
demand~ or on the ~date fi~ed for rea'ruination ~n the cas~ ofTransactions hav~ng.a f~,e~i term, termination of
.the TranSactio~ Will beeffected by transfer to Seller or its ageat of the Purchased SeCurities and any Income
in respect th,~reof recei~l by Buyer (an~l ,not previously credited *r nanstet~ed,¢o, or applied to the
Obligations of,i Seller pursuant to Paragraph 5 h~reof~ agains~ ~he transfer of~he 1E~purchase Price to an
accounttof Buyer
4. Mar in Maintenanc~
(a) If at anY time the aggregate Market Value of all Purchased Securities subject to all Transactions
in which a particular party hereto is acting as Buyer is less than the aggregate Buyer's Margin Amount for
all such Transactions ia "Margin Deficit"), then Buyer may by notice to Seller require Seller in such
Transacnons, at Seller's opuon, to transfer to Buyer cash or additional Securities reasonably acceptable to
Buyer ('Additional Pumhased Securities"), so that the cash and aggregate Market Value of the Purchased
Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate
Buyer's Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any
Transactions in Which such Buyer is acting as Seller).
OovtDocs/Cotmterpar ty/Swiss G olcl/Cotm tgEpat tie, s/NY Municipalities/Std Agreements/150ct97
3
(b) If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions
in which a particular party hereto is acting as Seller exceeds the aggregate Seller's Margin Amount for all
such Transactions at such time (a "Margin Excess"), then Seller may by notice to Buyer require Buyer in such
:Tmnsa~tioas, at Buyer's, option, m transfer cash or Purchased Securities to Seller, so that the aggregate
M~ket Value of the Purchased Securities, after deduction of any such cash or any Purchased Securities so
~ransferred, will ~ereupon not exceed such aggregate S~'ller's MarginAmount (increased by the araount of
may Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer).
(c) Any cash transferred pursuont to this Paragraph shall be attributed to such Transactions as shalI be
agreed upon by Buyer and Seller.
(d) Sculler an~ B~er may agreg, with respect to any or ~ Transactions h~reunder, that~flae respective
rights 6f. Buy~?r-S~r ~or bothl under subparagraphs (a)an~ Co) of this Paragraph may be exercised only
Where ~Ma~rgi~ Deflci~ o~ Margin Excess exceeds ? specified dollar araount or a specified pementage of the
Repurchase Pri~es f~ Ouelx Transactions (which amount or pementageshall be agreed to by Buyer and Seller
prior to entering into any~guch Transactions).
(e) Seller and Bu, yermay agree, withresp~t toany or all Transactions hereunder, that the respective
rights of Buyer, and Sculler under subparagraphs (a) and Co) of this Paragraph to require the elimination of a
Margin Deficit~or a M~rgin Excess? as the case may be~ may be exercised whenever such a Margin Deficit
Or Margin Exees~eXi~t~ with respect to any single Transaction hereunder (calculated without regard to any
0the~ Tran~action~outsarading under this Agreement).
5. Income Payments
Where a particular Transaction's term extends over an Income payment date on the Securities subjec~
to that Transaction, Busier shall, as the panics may agree with respect to such Transaction (or, in the absence
of any agreement, as B~yer shall reasonably determine in its discretion), on the date such Income is payable
either [i) transfer to or ~redit to the account of Seller an amount equal to such Income payment or payments
with respect to a~y P!tr~hased Securities subject to such Transaction or (ii) apply the Income payment or
payments to reduce tlid amount to be transferred to Buyer by Seller upon termination of the Transaction.
Buyer shall not be obligated to take any action pursuant to the preceding sentence to the extent that such
action Would resul~in ~ creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller
transfers'to Buyer eash~0r Additional Purchased Securities sufficient to eliminate such Margin Deficit.
6. Security Interest
Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the
event any such Transactions are deemed to be loans, Seller shall be deemed to have pledged to Buyer as
security for the performance by Seller of its obligations under each such Transaction, and shall be deemed
to have granted to Buyer a security interest in, all of the Purchased Securities with respect to all Transactions
hereunder and all proceeds thereof.
GovtDocslCounterparty/Swlss Gold/Counterparlles/NY Municipalifies/Std Agreements/15Oct97
4
7. Payment and Transfer
Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available
funds. All Securiti~ transferred byone p ~.,m-t? hereto to the other party (i) shall be in suitabte form for transfer
:~or shall be accompanied by duly execute~t instruments of transfer or assignment in blank and such other
documentatio~ as the party receiving possession may reasonably request, (ii) shall be transferred on the
book-entry system of'a Federal Reserve Bank, or (iii) shallbe transferred by any other method mutually
acceptable toSeller and Buyer. As used herein with respect to Securities, ~trausfer" is intended to have the
same memying ~s when used in Section 8-313 of the New YOrk Uniform Commercial Code or. where
applicable, kt any fe~deral regnlarion governing transfers of the Securities.
8. Segregation o'fl>urchased Securitfes
' To the extent reqlaired, by applicab,lelaw, all Purchased Securities in the possession of Seiler shall be
segregated from otlier Seeurmes an ~ts possession and shall be ~de~ntafied as subject to this Agreement.
Segregation maybe accomplished b,y appropriate i~denfificafion on the books and records of the holder,
including a finanei~l intemaediary or a. clearing corporation. Title to all Purchased Securities shall pass to
Buyer and, unles~i~erwise ,agreed by.~uy~ andBeller, nothing in this Agreement shall preclude Buyer from
engaging i~ repu~tlase ~.aeti~gs W!? ~Pu~hasec~ Securities or otherwise pledging or hypothecating
thc Purcha.~cd Se/:t~ri~tie~. but' no s~tkl~ Irim~act[on shall reli,~ve Buyer ofils obligations to transfer Purchased
.,et,m ~ ..... o S~II,, pnrsu,mt ~o [ ,n,.~..mph~ ..... o~. ! h~.r,~ot, o. of Buvers obh~ation to credit orvav Income
to. or apply Income~to the obligaaons Of, Seller pursuant to Puragmph 5 hereof.
Required Disclosure for Transactions in Which the Seller Retains Custody
of the Purchased Securities
Seller is not permitted to substitute other securities for those subject to this Agreement
and therefore must ke~p Buyer's securities segregated at all times, unless in this Agreement
Buyer grants Sellerthe right to substitute other securities. If Buyer grants the right to substitute,
this means that BUyer's securities willfikely be commingled with Seller's own securities during
the trading, day. Bayer, is advised that, during any trading day that Buyer's securities are
commingled with Seller s securities, they [will] [may] be subject to liens granted by Seller to [its
clearing bank] [third parties] and m~ay~ be used by Seller for deliveries on other securities
transactions. Whenever the securities are commingled, Seller's ability to resegregate substitute
securities for Buyer.wa~ll be subject to Seller's ability to satisfy [the clearing] [any] lien or to
obtain substitute securities.
9. Substitution
(a) Seller may, subject to agreement with and acceptance by Buyer, substitute other Securities for any
Purchased Securities. Such substitution shall be made by transfer to Buyer of such other Securities and
transfer to Seller of such Purchased Securities. After substitution, the substituted Securities shall be deemed
to be Purchased Securities.
(b) In Tmusaetions in wh/ch the Seller retains custody of Purchased Securities, the parties expressly
agree that Buyer si'tall be deemed, for purposes of subparagraph (a) of this Paragraph, to have agreed to and
GovtDocs/Cotmterpany/Svviss Golfl/Cotmterpardes/NY MunicIpalities/Std Agreements/15Oet97
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accepted in this Agreement substitution by Seller of other Securities for Pumhased Securities; provided,
however, that such other Securities shall have a Market Value at least equal to the Market Value of the
Purchased Securities for which they are substituted.
Representations
Each of Buyer and Seller represents and warrants to the other that (i) itis duly authorized to execute
and deliver this Agreement, to enter into the Transactions contemplated hereunder and to perform its
obligations hereunder and has taken all necessary action to authorize such execution, delivery and
peffo ~rm~..?, (ii) it wffi engage in such Transactions as principal (or, if agreed in writing in advance of any
Transacfi0h ~y-.th~ o~er'~ ',l~tg hereto, as.agent for a disclosed principal),, (iii) the l~erson signing this
A~e,eme~ On i~ be~ il.duly ~algrhorized to do so on it~ behalf (or on behalf of'~my such disclosed
, q:c p P. :(iv~ t ha~ 0l~'tvin~d all auiho qz~t iOllS of an ~vemmen ' ,' ' ' · '
......... y go tal body reqmmd m conneeUon w~th this
..~r0cmant and ci~e Tmnsnctions hercancier and tach anthorizalio!ns ~ in full force and effect and (vi the
execmion, deliver.~ ahd pertbrmance of fids ..\grccmentand the Transactions hereunder'~illxtot violate any
I~m. orthnnnce, chard, er. by-law or rul~ applicable toit or any agreement or ins~ument by whichit ~ bo.and
or I,y w hi¢li at~y of il~s assefs :~re al'ik, ctec;. O~ the Purchtisc Da!~ for any Trans~cti-on ~yer and Seller shall
each bc deemed to repeat all fl~¢ foregoing represenmtkms mt~deb3~it.
I1. Events of Default
In. the event that (i~ Seller fair to repurchase or Buyer falls to transfer Pumhased Securities upon the
applicablb Repurchase Date, (ii) Seller or Buyer fails, after one business day's notice, to comply with
Paragraph 4 hereof, (iii) Buyer fails to comply with Paragraph 5 hereof, (iv) an Act of Insolvency occurs with
respect to Seller or Buyer,~ (v) any representation made by Seller or Buyer shall have been incorrect or untrue
in any mated'al re~,spect when made or repeated or deemed to have been made or repeated, or (vi) Seller or
Buyer shall admit to the.other ~ts mabthty to, or ~ts retention not to, perform any of its obligations hereunder
(each an "Event of Default")":
(a) At the option of the non-defaulting party, exercised by written notice to the defaulting party (which
option skall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence
of an Act of Insolvency).~ the Repumhase Date for each Transaction hereunder shall be dcm-ned immediately
[O O~cur.
(b) In all Transactions in which the defaulting party is acting as Seller, if the non-defaulting party
exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, (i) the
defaulting party's obligations hereunder to repurchase all Purchased Securities in such Transactions shall
thereupon become immediately due and payable, (ii) to the extent permitted by applicable law, the
Repurchase Price with respect to each such Transaction shall be increased by the aggregate mount obtained
by dally application of (x) the greater of the Pricing Rate for such Transaction orthe Prime Rate to (y) the
Repurchase Price for such Transaction as of the Repurchase Date as determined pursuant to subparagraph
(a) of this Paragraph (decreased as of any day by (A) any amounts retained by the non-defaulting party with
respect to such Repurchase Price pursuant to clause (iii) of this subparagraph, (B) any proceeds from the sale
of Purchased Secutiues pursuant to subparagraph (d) (i) of this Paragraph, and (C) any amounts credited to
the account of the defaulting party pursuant to subparagraph (e) of this Paragraph) on a 360 day per year basis
for the hctual number of days during the period from and including the date of the Event of Default giving
GovtDocs/Counterpar ty/$wiss Gold/Coumgrpar tiesfNy Municipalities/SM Agreements/15Oct97
rise to such option to but excluding the date of paymem of the Repurchase Price as so increased, (iii) all
Income paid after such exercise or deemed exercise shall be retained by the non-defaulting party and applied
to the aggregate unpaid Repurchase Prices owed by the defaulting party, and (iv) the defaulting party shall
!immediately d~liver to the non-defaulting party any Purchased Securities subject to such Transactions then
in th~ defaulting party's possession.
(c) In all Transactions in which the defaulting party is acting as Buyer, upon tender by the non-
defaulting party of payment of the aggregate Repurchase Prices for all such Transactions, the defaulting
party's right, tifle,~and interest in ali Pumhased Securities subjeat to such Transaction shall be deemed
transferred to the non-defaulting pm3y, and the defaulting party shall deliver all such Purchased Securities
to the non<l~a'ulting party.
(d) After one business day's notice to the defaulting party (which notice need not be given if an Act
of Insolvency shall have occurred, and which may be the notice given under subparagraph (a) of tiffs
ParagraPh o~ the notice referred to in clause (ii) of the first sentence of this Paragraph), the non-defaulting
party may:
(i) as m Transactions 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 reasonably deem satisfactory,
any or all Purchased Securities subject to such Transactions and apply the proceeds thereof m the
aggregate unpaid,Repumhase Prices and any other amounts owing by the defaulting party hereunder
or (B) in its sole di[scretion elecu in lieu of selling all or a portion of such Pumhased Securities, m give
the defaulting party credit for such Purchased Securities in an amount equal to the price therefor on
such date, obtained from a generally recognized soume ortho most recent closing bid quotation from
such a~source, against the aggregate unpaid Repurchase Prices and any other amounts owing by the
defaulting patty hereunder;, and
(ii) as to Transactions in which the defaulting party is acting as Buyer, (A) purchase securities
("ReplaCement S~cntities") of the same class and amount as any Purchased Securities that are not
delivered by the defaulting party to the non-defanlting party as required hereunder or (B) in its sole
discretion elect, in lieu of purchasing Replacement Securities. m be deemed m have purchased
Replacement Securities at the price therefor on such date, obtained from a generally recognized source
or the most recent closing bid quotation from such a source.
(e) As to Transactions in which the defaulting party is acting as Buyer, the defaulting party shall be
liable to the non-defaulting party (i) with respect to Purchased Securities (other than Additional Pumhased
Securities), for any excess of the price paid (or deemed paid) by the non-defanlting party for Replacement
Securities therefor over the Repurchase Pricefor such Purchased Securities and (ii) with respect to Additional
Purchased Securities, for the price paid (or deemed paid) by the non-defanlting party for the Replacement
Securities therefor. In addition, the defanlting party shall be liable to the non-defaulting party for interest on
such remaining liability with respect m each such purchase (or deemed purchase) of Replacement Securities
from the date of such purchase (or deemed purchase) until paid in full by Buyer. Such interest shall be at a
rote equal to the greater of the Pricing Rate for such Transaction or the Prime Rate.
(f) For purposes of this Paragraph 11, the Repurchase Price for each Transaction hereunder in respect
of which the defaulting party is acting as Buyer shall not increase above the amount of such Repurchase Price
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7
for such Transaction determined as of the date of the exercise or deemed exercise by the non-defanlting party
of its option under subparagraph (a) of this Paragraph.
(g) The defau!tingparty shall be liable tu,the non-defaulting party for the amount of all reasonable legal
or other eXpenses incurred by the non-defaulting party in connection ~vith or as a consequence of an Event
of Defanl~ together with interest thereon at a rate equal to the greater of the Pricing Rate for the relevant
Transacti0~l or t'h~ Prime Rate.
(h) The non-defaulting parry shall have, in addition to its rights hereunder, any rights otherwise
available to it under any other agreement or applicable law.
12. Single A~reement
Buyer and Solar acknowledge that. and have entered hereinto and w'fll enter into each Transaction
hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single
business and contractual relationship and have been made in consideration of each other. Accordingly, each
of Buyer and Seller agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and
that a default in the performance of any such obligations shall constitute a default by it in respect of all
Transactions hereunder,~(ii) that each of them shall be entitled to set off claims and apply property held by
them in respect of uny Transaction against obligations owing to them in respect of any other Transactions
hereunder and~(iii) that payments, deliveries and other transfers made by either of them in respect of any
Transaction shall:be deemed tohave been made in consideration of payments, deliveries and other transfers
in respect of any other Transactions hereunder, and the obligations t9 make any such payments, deliveries
and other transfers may'be applied against each other and netted.
13. Notices and Other Communications
Unless another address is specified in writing by the respective party to whom any notice or other
communication is to be given hereunder, all such notices or communications shall be in writing or confirmed
in writing and delivered at the respective addresses set forth in Annex II attached hereto.
14. Entire Agreement: Severabilitv
This Agreement shall supersede any ex~sting agreements between the parties containing general terms
and conditions for repurchase transactions. Each provision and agreement harein shall be treated as separate
and independent from any other provision or agreement herein and shall be enforceable notwithstanding the
unenforceability of any such other provision or agreement.
15. Non-assignability: Termination
The rights and obligations of the parties under this Agreement and under any Transaction shall not be
assigned by either party without the prior written consent of the other party. Subject to the foregoing, this
Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their
respective snceessors and assigns. This Agreement may be canceled by either party upon giving written
notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any
Transactions then outstanding.
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8
16. Governing Law
This Agreement shallbe governed by the taws of the State of New York without giving effect to th~
conflict of ta~v principles thereof.
17. No Waivers~ Etc~
No express or implied waiver of any Event of Default by either party shall constitute a waiver of any
other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its
right m e,x. ~rqis¢ any:othe~r remedy ,h ,ereunder., No modificafign or waiver of any pmviS!qn of tiffs Agreement
:mcl m> con ~et:~ b? a'ny 17:t::lY toga dep~e ,herefrom shall be effective unless and until such shall~be in writing
..'md. dul.~ executed by both orthe, parti6shereto. Withbu~limitatior~onany of tile foregoi~/g, thefailureto give
:: not k:c pursuant to subparagmphs 4(a) or 4(b) hereof will. not constitute a waiver of any right to do so at a
late~ date.
18. Use of Employee Plan Assets
(a) If assets of an empl,oyee benefit plan subject to any provision of the Employee Retirement Income
Security Act of 1974 ("ERISA") are intended to be used by either party hereto (the "Plan Party") in a
Transaction. the Plan Party shail so notify the other party prior to the Transaction. The Plan Party shall
represent in writing t6 the other party that the Transaction does not constitute a prohibited transaction under
ERISA or is other~yise exempt therefrom, and the other party may proceed in reliance thereon but shall not
be required t6 so proceed.
(b) Subject to the last sentence of subparagraph (a) of this Paragraph, any such Transaction shall
proceed ouly.if S?ller furnishes or has furnished to Buyer its most recent available audited statement of its
financial condition and its most recent subsequent unaudited statement of its financial condition.
(c) By entering into a Transaction pumuant to this Paragraph, Seller shall be deemed (i) to represent
to Bayer that since the date of Seller's latest such financial statements, there has been no material adverse
change in Seller's financial condition which Seller has not disclosed to Buyer, and (ii) to agree to provide
Buyer with future audited and unaudited statements of its financial condition as they are issued, so long as
it is a Seller in any outstanding Transaction involving a Plan Party.
19. Intent
(a) The parties recognize that eachTransaefionisa "mpurchaseagreement" as that termis definedin
Section 101 of Tire 11 of the United States Code, as amended (except insofar as the type of Securities subject
ro such Transaction or the term of such Transaction would render such definition inapplicable), and a
"securities contract" as that term is def'med in Section 741 of Title 11 of the United States Code. as amended.
(b) It is understood that either party's right to liquidate Securities delivered to it in connection with
Transactions hereunder or to exemise any other remedies pursuant to Paragraph 11 hereof, is a contractual
right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code,
as amended.
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20. Disclosure Relating to Certain Federal Protection~
The parties acknowledge that theyhave been advised that:
(a) in the case of Transactions in which one of th& parties is a broker or dealer registered with the
Securities and Exchange Commission {"SEC"~ tmdei- Section 15 of the Securities Exchange Act of 1934
("1934 Act"), the Securities Investor Protection Corporation has taken the position that the provisions of the
Securities Investor Protection Act of 1970 CSIPA") do not protect the other party with respect m any
Transaction hereunder;,
{b) in the case of Transactions in which one of the parties is a govemmant securities broker or a
governmen.t secm/tieS d~r registered with the SECunder SectiOn 15C of the 1934 Act, SIPA will not
provide protection to the'0ther party with'respect to ar~y Transaction hereunder; and
(c) in the case of Transactions in which one of, the parties is a financial institution, funds held by the
financi al institufi on purs~ ,am to a Transaction h ercund~{ are not a deposit and therefore are not insared by the
Federal Deposii;InSuranee~orporati'om the Federal Sa~ingsand Loan Insurance Corporation or the National
Credi~ UniOn Stm~e Ins~ra~cSe ~und, as applicabie
SWISS BANK CORPORATION,
STAMFORD BRANC~---~
~ames
~ ~/%~ ociat ~ Di~tor
By:
Name:
Title:
FLEET BANK N.A., AS AGENT FOR THE
M-LrNICIPALrrlES AS PROVIDED
Title:
By:
Name:
Title:
GovtDocs/Comatcrpar ty,~wiss Gold/Co~cs/Ny Mtmicipalities/Std Agreements/15Oct97
10
TO
MASTER REPURCHASE AGREEMENT
between
SWISS BANK CORPORATION, STAMFORD BRANCH
and
F[,F~ET BANK N.A. AS AGENT FOR Tl:i~ MUNICIPALrflES AS PROVIDED SEPARATELY
The following terms and conditions are hereby incorporated into the Master Repurchase Agreement
" e ' f
( Agre ~ent) dated as 0 ,1997 be~veen Swiss Bank Corporation, Stamford Branch
CSBCS' ) and Fleet B~nlc N.A as agent for the Municipalities as provided separately. To the extent of any
¢on/lict be[ween th9 t .erms 6f the Ag,reement and this Armex, this Annex shail govern. Capitalized terms used
but not defi~ed he{ein shall have the meaning given to them in the Agreement.
The Agreement is amended as follows:
(c)
Paragraph 6 of the Agreement entitled "Security Interest" is deemed deleted.
Paragraph 8 of the Agreement entitled "Segregation of Purchased Securities" and sub-
paragraph 8 of the Agreement entitled "Required Disclosure for Transactions in Which the
Seller Retains Custody of the Purchased Securities" are each deemed deleted.
Paragraph 9 or'the Agreement entitled "Substitution" is deemed deleted.
2. Waiver of Immunity. To the extent applicable, each party hereto waives, to the fullest extent penmitted
by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction,
attachment (both before and after judgment) and execution to which it might otherwise be entitled in any
action or proceeding in the courts of the United States or any other country or jurisdiction, relating in any way
to this Agreement and agrees that it will not raise, claim or cause to be pleaded any such immunity at or in
respect of any such action or Proceeding.
[Signature page follows]
GovtDocs/Coumerparty/SwissGol&CotmterpartieslNY Municipalities/S tdA~eement s/Annex. 15 Oc197.wp
SWISS ]
By:
By:.
Tide:
Name:
Title:
FLEET BANK N.A.
/kS AGENT FOR THE MUNICn~ALI'rlES
By:
Name:
Tide: BR 1.4~ C. S[~E[
Dated as of: ,199_
OovtDecs/Coumerpaxty/SwissGold/Counterp~des/NY Munieipalifies/StdAgmement stAnne~ 15Oet97.wp
Annex II
Notice Information
SWISS BANK CORPORATION,
STAMFORD BRANCH
677 Washington Boulevard
P.O. Box 120300
Stamford, ConneCticut 06901
-r --_ -_' · m,?
Attention: SWISS GOLD
Telephone:
Facsimile:
For Legal matters:
Attention: Legal Affairs
Telephone: (212) 335-1239
Facsimile: (212) 574-6097
GovtDocs/Counterpar ty/Swiss Oold/Count~rparlics/NY Municipalities/SM Agreem~mts/15Oct97
12
AGENCY AGREEMENT
THIS AGENCY AG 'REEMENT (the "Agreement") is made as of the 23rdday Ofl)ecember ,
19 96 between Fleet Bank ("Fleet") and the undersigned ("Customer").
Customer desires to open and maintain one or more accounts to invest in government securities
through a tri-party repurchase agreement program pursuant to winch Customer will purchase and
sell, government securities to and from Swiss Bank Corporation, New York Branch, ("SBC"),
~ineh: pro. g~am is documented pursuant to ,the Master Repurchase Agreement executed .by
Cust0mer'and SBC (a copy of Which is aaached hereto) and tile ,Custodial'Undertaking in
ConnectJ/on w~,Master R~epurchase Agreement execated by StlC, Cttstumer and Chemical Bank
(a, eol3~ of v~llich is a~tac~ hereto).
Customer desires ro appoint Fleet. and Fleet desires to accept the appginunent, as its agent for
the purposes of transmitting the receivz~g Customer funds in connection with Customer's
mvestments.
Accordingly, in consideration of the foregoing and the premises hereinafter set forth, the parties
hereto agree as follows:
APPOINTMENT AND DUTIES AS AGENT. Subject to the terms and conditions of this
Agreement, Customer hereby appoints Fleet. and Fleet hereby accepts the appoinunent,
as agent for the purposes set forth in this Agreement. Fleet agrees to provide the
following services to Customer:
(a)
Upon request by Customer, Fleet shall provide Customer with yield quotes for the
various investment alternatives available; provided, however, that Fleet shall not
be obligated to provide quotes unless and until Customer requests such quotes; and
(b)
Upon request by Customer and in accordance with Customer's instructions and the
terms of the Agreement, Fleet shall invest Customer's funds or liquidate
Customers investments provided, however, that Fleet shall not be obligated to
take any action with respect to Customeffs investments unless and until Customer
provides instructions to Fleet.
LIMITATION OF AGENT'S DUTIES
(a)
Agent Under No Obligation to Use Own Funds. Fleet shall have no obligation to
make any payment of any type on behalf Of Customer pursuant hereto which
requires Fleet to use its own funds or to mcur any- financial liability on Fleet's part
in. the performance of its duties hereunder unless sufficient funds have been
deposited with Fleet hereunder ro pay in full all such amounts.
(b)
Duties Limited to Agreement. Fleet shall have no duties or obligations other than
those specifically set forth herein.
-1-
4
(c)
A~em Not Responsible for Representations. Fleet shall be regarded as making no
representations and having no responsibilities with respect to the accuracy or
sufficiency of any representations made by Customer to a third party, or the terms
of any of the documents executed and delivered by Customer to a th'mi party.
Reliance Upon Instructions. Fleet may rely on and shall be protected, indemnified
and held harmless by Customer in acting upon the written and oral instmetions of
Customer or of counsel to Customer with respect m any matter relating ro its
actions as agent, and Fleet shall be entitled tO request further instructions be given
by such persons or to request that instructions be given in' writing.
(e)
Authorization~ to Act: [.imitation of Liability. In performing duties under this
Agreement. Fleet.is authorized to rely upon any statement, consent, agreement or
other instrument not only as to its due execution, its validity, and the effectiveness
of its provisions, but atso as to the troth and accuracy of any information
contained therein, which Fleet shall in good faith beliex~e to be genuine or to have
been represented or signed by a proper person or .persons. Fleet shall not be
[iabte for any error in judgement made in good faith by an officer of'Fleet unless
it shall be proved that Fleet was grossly negligent. Fleet.shall have no liability for
any action or omission to act with respect to its duties under th'm Agreement
undertaken in good faith reliance upon the advise of its counsel
TERMINATION OF AGENT'S DUTIES. The duties of Fleet hereunder shall continue
until such time as Fleet shall have resigned or Customer shall have notified Fleet in
writing that such services are no longer required. Fleet may resign on ten (10) days
written notice to Customer and to SBC.
INDEMNIFICATION. Customer hereby indemnifies and holds harmless Fleet from and
against any ~and all claims, damages, losses, liabilities, costs and expenses whatsoever
(including attorneys' fees and costs, whether incurred in settlement, administrative hearing
or other proceeding, trial or on appeal of any of the foregoing) which Fleet may incur (or
which may be claimed against Fleet by any person or entity whatsoever, except as caused
by Fleet's o~n actions hereunder) bY reason of or in connection with this Agreement,
including, but not limited to. any unauthorized instructions received from Customer.
Notwithstan~ng anything herein to the contrary, the obligation of Customer to indenuf~fy
and hold harmless Fleet shall survive the termination of this Agreement.
LIMITATION OF LIABILITY. In the event of any claim against Fleet arising out of
Fleet's negl{gence or nfisconduct, Fleet shall be liable for actual and including any and
all claims~ damages~ losses, libabilities, costs and expenses what .so ever (including
attorneys fees and costs) which Customer may incur as a result thereof, but in no event
shall Fleet be liable to Customer for any lost profits, lost savmgs or consequential, other
incidental or punitive damages.
-2-
NOTICE AND DESiGNATiON OF AGEr~'I
The undersigned ("Customer") hereby notifies Swiss Bank Corporation, New York Branch
(,SBC") that Customer has appointed and designated Fleet Bank ("Fleet") as ks agent for
the purposes set forth in the Agreemem auached hereto and. that SBC is authorized and
empowered to follow the instructions of Fleet in every respect with regard to purchases and
~sales effected by Fleet 'for Customer,s account (as clef'reed in the attached Agreement).
'Customer, by its,execution hereof, ,ratifies~ and confn-ms in all respects eaek and every such
transaction effected by Fleet in and for Customer.
'Cusmme~ hereb~ '.m.d..e~.fifies. and holds harmless SBC from and against any and all claimq,
~;g,es, loSSes, ~ilities,, .cost.and, expenses whatsoever' (including attorneys fees and
cos.U, ~ether ~curredin settle~ent~ ~inisU'a!ive:-hearcg or other proceed~g, u-ia! or on
,~appe of de ~oregoing ~,Cos¢")~ wlrich SBC may incur (or:which may be: claimed
,qgaing£SBCby hny peBon~or entity whatsoever, except as caused by SBC's gloss negligence
or 'will.f u! misconduct} by x~as6~ of or in connection wifl~ the parcllases and sales: effected
by Fleet. ~or Customer's aceom~t, i ~cludi'~h but not limked to any unaufltorized instructions
:~e~ed ~om ~leet blo~tanmn~ anything contamea hereto to thc contrary. (0 the
ob~r'g~io~ol~ Castomer to indemifY,andi.ho]~taarmless SBC ~sh~[ sursaye.,~e te~tion
O~i,fliiS ~0ff~e a~d (ii) S~C sh~ have no ii~,bil~ for c~s~,.~tsmg @om a fa~ture~of Fleet
s6~ :to p~,op~rly;prdeess any pUrch~es and sales' effec~ed~pq)'sua!~ t6 the iattached
Th[is Notii:e and the authorization and indemnity granted hereby are, in addition to (and in no
w~ ~ig or resU:ict) and all rights that SBC may have'under any other agreement or
agreements between SBC and Customer, of SBC and Fleet, and shall inure and continue in
f~or 0~f SBC, its successors by merger, consolidation or otherwise, and assigns.
T~s Notice and the authorization and indemnity granted hereby shall continue in full force
and effect, and SBC. its successors and assigns shall be entitled to rely thereon until SBC
shall have received written n0Uce executed by Customer, of its revocation and such
rev0cati ~o~n or termination shall in no way affect the validity of this Notice. or the liability
of Customer under the indemnity granted to SBC, with res. peer to any transaction initiated
by, Fleet Prior to the actual receipt by SBC of the written iaotice of revocation as provided
by this ;paragraph.
CUSTOMER:
SIGNATURE:
NAME:
TITLE:
Town of Southold
Jean W. Coehran
Supervisor
Until written notice to Fleet by Customer to the contrary~ the persons listed on Schedule
I hereto shall be authorLzed to act on behalf of Customer, anyone of whom shall have
authority to author'~ze Fleet to act. Such authorization shall be in writing. Facsimile
copies- of such writing may be accepted by Fleet, subject to phone confn'mation at Fleets
discretion.
7. MISCELLANEOUS
ia)
This Agreement may be amended only by an mstmment in writing executed by all
parties hereto.
(b)
Customer may not assign any of its rights or obligations hereunder without the
written consent of Fleet. The provision of this Agreement may be modified or
waived only by an instrument in writing executed bY the party granting the waiver
(c)
This Agreement shall be governed by and construed in accordance with the laws
of the State of New York.
(d)
This Agreement together with the Master Repurchase Agreement, the Custodial
Undertaking in Connection with Master Repurchase Agreement, and the Notice
of Designation of Agent set forth the entire agreement and understanding among
the parties hereto with respect to the subject matter hereof and supersedes any
prior negotiations, agreements, understandings or arrangements among the parties
hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first
above written.
FLEET BANK
CUSTOMER:
Town of Southold
NAME:
TITLE:
N3JME: Jean W. Cochran
TITLE: Suoervisor
-3-
Author'zzed Persons for Customer:
Schedule
Nallle
Jean W. Cochran
William Moore
Title
Supervisor
Deputy Supervisor
-4-
PUblic S~ ~.
~40 Broad S~re~L New.Yod~ NY 10004-2373
Teleohone (212] 809-7000
MASTER REPURCHASE AGREEhIENT
.q~o,~rr~ o~' Sou. c:b.o[cl
and
Dated as of ~DeeL~he~
:. Applicability
From ~/me to time the par~ies hereto may enter into transactions in which one pa~ty
uy ~e~ wi~ s sixteens ~mement ~ Buy~ to triter to ~iler ~&~ S~ns
and sh~ii be ~ by th~ Ag~enL i~ludi~ ~ su~ptemen~ ter~ or ~ndi~
] hare~, unle~ othe~ise sgm~ in
2. Daiiniticns
(a) "Act el insolvency", with respect to any par~y. {i) the commencement by suc~ party as debtor oi any
case or proceeding under ~y bankrul3tcy, insoivericy, reorganization, liquidation, d{ssoiuticn or ~ ~ or
such ~3arty seeking the age,ointment of ~t reeeiver, trustee, custodian or similar a~iicha lot such pa'fy or-any
sut3stantiai part of its pro~oern/, or (ii} the commencement et any such case or proceeding against suc~
or another seeking such an a.Opointment, or the tiling against a party el an application (or a umteetive, deo'ee
under the provisions el the Securities investor Protection Act et 1970. w~ch (A) is consented to or not tireety
contested by such party, (B) results in the entw el an order for reliei, such an appointment, the issuanc~
such a protective decree ortho entry oi an order having a similar effect, or [C~ is not cismissed within 15
{iii) the m~kincj by s party et a general assignment for the benetit of c~tiiors, or (iv) the admission in writing
9y a par~y of such party's inability ~o pay ,.suc~h party's debls as they become due;,
(b) "Additional Purchased Securities., Securities provided by Seller to Buyer pursuant to Pemgral~
hereot:
(c} "guyer's Margin Amount"; with resoect to any Transaction as of any dale. the amount obtained by
anotic~tion o/~ pementage (whic~h may. be c~uat to the ~arcentage that is agreed to ss the Seller's Ma~in
Amount under subparagrai3h (q) el thts Paragrai3h), agreed to by Buyer one Seller prior to entering ~nto [he
Transaction. ~3 the Regurchase Price [or such Transection ss o! such date; id) "ConfirmatiOn". the meaning specified in Paragraph 3(bl hereof;
[e) "Income", wi~ respect to any Secudty at any time. any principal thereo~ then payable and all
divioenos or other distributions thereon;,
(1/"Ma~gin Detic{t". the meaning s~eci~ed in Paragraph 4(a) hereot;
(g) "Margin Excess'.: the meamng sl3eoffied in Paragr~13h 4(b) hereof:.
(h~ "Market Value", with respect tO any ~ecudiies as el any date. the or,ce [or such Secu[ities on such
dote obtained Item a generally recogtaz,e(~ source ~greeo to c~y the parties er the most recent closing bid
quotation ~rorn such a source, plus accrued Income to tt~e extent not included therein [other than any I~come
credited or transterred to. or a.up~ied: t~the obligations et, ~oiter 0ursuant to Pm'~grapn 5 hereof) aa et suct~
d~,te [un~ess c~ntrary to market ~ractice Ior su~:h Securities):
(f) "Pric~ Diifere~tiai'; with respect to ~ ~ansactio~ nareur~ar as el any date. the a.ggreg~.[e ~nount
obte. inedby daily al21~licetion of the Pricino ~ate for such Trenoact.ior~ to the Purc ,f,~sa Price ior SuCh
or, ~ 360 d~-~' per year b~s~s ,or the a,ctuai number ot d~ys dudng the ~eriod commencing on (and inc~udirlg)
the F~zrc~a~.a D~rte for suc~ Trans~cuor~ ~nd end~r~g on [ou~ exc~u~ng) the dale oi de~[erminaI~on [reduced
sr~ ~mount <~f suc_J,,'t Price Oifferianti~l,previousty paid by Sailer to Buye.,- w{th resc~ect to OUCh
(k) '"Prime Pate", the prime rate. of. U.S. money Center ~at banks as ~,io T~e. Wa//
Journal;
(1) "Purchase Date", the date on which PurchasadSecufities are transferred by Seller to Buyer;,
(m) "Purchase Price'; (i) on the Purchase Date. the price at which Purchased Securities are transferred
by Seller to Buyer, and (ii) thereafter, such pdce increased by the amount of any cash transferred by Buye~to'
Seller pursuant to Paragraph 4(b) hereof and decreased by the ameunt of any cash transferred by Seller~to
Bu',,fer pursuant to Paragraph 4(a).hereof or ape ed to reduce Se er*s obligations crnder c~ause (ii) of Paragraphs
.5 hereof;
(n)~ '!Purchased Se~u. rities'~, the Secunties transferred by Seller to Buyer in a Transactioq hereundercap~.
a y Sea,Jr,ties substituted the[efor, n accordance ~th Paraaraph 9 hereof. The term Purchased SeCUtltl~..[
w~th reSpect to any Transaction ~t ar~y time also shall include.Add t one Purchased Secudt,es delivered
to Paragraph 4(a) and shall exclude Securities returned pursuant to Paragraph 4(b);
(0) "Repumhase Date;', the date on which Seller is to repurcr~ase the Purchased Securities from Bi.tyer,*
',,cl,,id;ng,any,.=, date datermined,,~ by application of the provisions of Paragraphs 3(c) or 11 hereol;
;r)) 'r .eourchase Price. ,he pri~e al which Pur~?d Securities ~re to be t;ransferr .ed from Buyer~to.~[
ucon.termination el a Transaction, whic'n will be dalerrhineiJ in each Case (including Transactions'termineJ~e
upon demand] as the sum el the Purchase Pdce and the Price Dillerential as ol the date of such determination,
increased~y any ~determi.ned by the application oi the prov,sions o! Paragraph 1.~ her,eof;
'~.q~t;."~ller~Margi~unt', with respect to any Transact,on as.of any dale, the
~apiidatibn Of a percentage (whitch,mey be ~.tO U~e p~eritagei~S agreqd~ .: to .as the..BUyer;s;.~
..\mount under subparagraph {c).Of ~,~Palt~g~t3), ;~gre~, ~0 by B)Lty;elr;~d-Sellef pnor to entaifng
'~ ~nsaction. to the Reeurchase PriCe for's~ ~ansabtiOn ~s of sucl~=~h, a;date.
, or in wdting at the initiation o! either
shall be transferred to.
(b) .Updn-,,'Cgree~'ng to enler into a Transaction hereunaer, Buyer or Seller (or both), as shall be agreed,
shal! prp~hptly, de!iver to the other party: a whiten conlirmation el each Transaction {a "Confirmation'~j~llle:
Conficmatioy~ shall .describe the. Frurchased Securities (inciuding CUSIP number, if any), identify BuYe~:atld
Se[led ~1 ~et lorth fi)~the Pbr~t)'ase bate. (ii) the Purcnase Price.. (iii) th~ Repurchase Date, unles~the
Tran~s~ti~fi',is tot be t. erminab[,e,,on derh~nd, (iv) the Pricing Rate or Repurchasa Price applicable~lo!the.
Tran~a~ti'.On,~nc~i~) arJ¥ additioh~'l .tetm~ or conditions el the Transaction not inconsistent with this Ag~esael~.
Th,~i(~J~irf~t[on, Jog~ther. wilh ;ll~is'..A~feemenl shall constitute conclusive evidence of the terms~a~aed:
oet~e~.~.oyer.'eod ,,eller w~lh ~,esnect to the ~ransact,on lo wn~cn the Conhrmat~on relates, unless wi'lh~raspectr
lo fi'fa ~ q~h r m al~on .sp .ec,fjdt, oo ,b'.Ct~on ~s m. ade promotly alter receipt thereof, tn the event of any conflict between
~he.ier~Ci~f,§u~' C6d, fi}~fl~ti~..~,r~l th~s~Ai:J~eeme~L th,s Aereement shall prevail.
(~)~ I.~,t'h~ ~se df '~:~hsaEt{dd.§' te, £mJnaple upton deman-a, suc.b aemand .~hall be made by Buyer or, Seller,
no lat~'iih..~n .~s~i=h ti~e ,as.is cd.~tom'ary, in accordance with mmKet practice, by telephone or otherwise, on or.
pr~o,t tc~ ~,§e... b~ln.e~s .aay on which sucn4erm~nat~on w~d be e,lectwe. On the date saec~hed ,n auch~emarld,
or o.h~th~.,d~il~ed fbr't~¥mm~ktibt~.in the ca'se, et Transactions having a fixed term termination of the~'Cransaction
w be ~:t,e,d~by ~r~ansler to Seller or ~ts ;a~ent el the t-urchaseo Secunt~es ann any ncome m respec~her~l~
recewed I~/.~u~/er'(ana not pmwous~y crea,ted or transterrea to. or aD~i~ea In the obl~qauons of. Sellerpmsuant
:o [~r~r'~!.~Ger~dJ) ~.ga. ir~t*.th~ IransiePol ~he Repurchase Pdce to an account ot Buyer.
[~*;~.~ifi~t~ ~g~reg~te Market Value of all Purchased Securities subject to all Transactiafls in
which ;~)~/~c-~r' ~tr~v hereto is acting as'!Buyer is less than the aggregate. Buyer's Margin Amount~1or ail
?uch Trainman:ibis (~'"t'~arc..sn I..~eficit"~). then Buye? may b~ notice to Selter require Seller in such T~ansa.ctions.
;it S,~ller;c. ~Otion. to ~rans~er to B.u~'er cash or sdditional Secunties reasonably acceptable
to Bu~)ers (:.',~.d~lJt~nnsl. Purchases SecuritieS"), so that the~cash and aggregate Market Value of the. F~cflased_~
Se~'a~ ~t:~i~cl ~1 SPY such A~d tional Purchased Secur t es will thereupon equal or exceed euch*aggregate
Bu¥~s~'*~.~n~u~dt (dec[eased by the amount of any Margin Dehcit as of such date aris,rig lrom any
: ".: . ~".' ~: .ate Mar~ket Value el all Purchased Securities subiect to all Transactions ~n
· . :." ..; ,..:...' : ;';. acting ~s Seller exceeds the aggregate SelleCs Margin Amount for all such
."r'r":'. ~";; ,' .... r:: .',',. '.'~[rgin E~cess"), then Seller may by notice to Buyer require Buyer in such
r:.,...:'.,~ .. .' "~.',, .... . ' transfer caen or Purchased Securities to Seller. so that the aggregate. Market
.:,. ,.:.'~,.,... ' .....m, · t', . .. after deduction of any such cash or any Purchased Securities so transferred.
· ' ',, .: .... .'. ,.', ~ggrega[e Setier's Margin Amount (~ncreased by the amount et any Margin
Exoe~ ~s:of ~ch datt~ trisinc from any Transacuons id which such Seller is acting as Buyer)
~.',~R~ e~b ~S'~erred'~ursuant to this Paragraph s,~al[ be a~.tributed to such Transactions as shall be
agree~,*epon.t:~/B~,yer, axed Set er
2
.(d):Seller and Buyer may egree.* with .respect to any or all Transacfions~hereunder, that lhe raspectfrve~.
~'~hts of Buyer ~r Seller (or both)under su~.mgmph~, (p);a~:l (b~) et this Paragraph may be exercised?~3nly~
Wr~ere a Margin Def~tcit ,or Margin EXcess exceeds a:specified dollar amount or a specified percentage,~f4he ,..-
Repurchase Prices for such Transactions fwhich amount or percentage shaft be agreed to byBuyer and,Seller
pnor to entering in, to any such Transactions),
(e) Seller aqd Buyer may agree, with resoect to any or all Transactions hereunder, that the resloective
rights of BUyer and Seller under subparagraphs (a) and (b) of this, Paragraph tO require the eliminatior~ot~a.
~a[gir~ DefiCit or a. Mat;gin E. xcess,'~a~ the ~a~e may be. may be exerctse~whenever such a~ M~aro n OefiCit'br.r~
Wta~gtn ExFess;e~t~s wt'th~res~pect to any s~ngie Transaction hereunde~ {calCulated v~ithout regard to am7 uther
Trat~;sact on outstanding'under' this Ag~'eement) -
5. Income Pa. ymer~ts
Whe~e .~ p~ffi~la~ Transactien's term e~tends over an Income payment da~e on the Securities subject.to
the= Tran~c~oB; Buyer shall, as.the parties may agree with respect to such Transaction (or, in the absence~of
ar~,~ eore~m~n~, as ;Buyer sf~al{ reasonably determine in its discretion), on the date' such ~come is palfable~
s~tr~sr (~) transfer to or credit to the account el Seller an amount equal to such Income payman! or payments;;
with respect to any Purchased Secunt~as subject to such Transaction or (ii} apply the Income' payment,or
paA~ent~..~ ~t~h~ araOant to be translerred to Buyer by Seller upon term nation of the Transection;;Bi~/er ~
shqfl no{~ated ~o take any action pursuant to the ~[eced ng sentence to the extent that such,ac~or~ ·
would result'.in the c~eation of a Margin Deficit. unless prior thereto or simultaneously therewith Seller transfera~
to Buyer cash or, Additional Purchased Securities sufficient to eliminate such Margin Deficit.
6'. Se~udty I~terest
.... t,..,. ,. (~ ,.,,..'1,~.~, t.. ,.i. ,hat all Transactions hereunder be sates and purchases and not loans', in,the
.,, ·; ,..tv ;,.'~:~, '~.tt~ac=ions ~.qt~ deemed to be loans. Seller shall be deemed to haYe pledged to BUyer as
~:.,,:;;t~;v :or It;~., ~e~o~.anc. e ~v t~eller of its obligations unbar each such Transaction,.and shall be deemed&o
r interest in, ali cf the Purchased Securitias.with respect to all Transactions-
7. Pa¥~etlt ~and~Tra n sfer
Ud~ .ott~rw~Se mutually agreed, all transfers of funds hereunder sba be n mmed ate y ava ab e,fu~:ls;
All Secorilies translerr~ed by one party hereto to the other party fi) shall be in suitable form for transfer orshall
be accompame~ by uu~y executed instruments of transfer or assignment in blank and such other documentation-
reasonably request, (ii) shell be transferred on the book-entrysystem
of a I shall be transferred by any other method mutually acceptable to Sellec:and
"transfer" is intended to have the same meaning as~whan
Uniform Commercial Code or, where applicable, in any federal regulation
8.' SegregatiOn 0~, Purchased Securities
To the e~i~itt requited by aoplicable law, all Purchased Securities in the possession of Seller shall be
se~..regated from other secunties in ils DOSSSSSk3n and shall be identified as subject to this Agreement. Segr ~-
may.b~!~FliShed b~r appropriate identification on the books and recoros of the holder, including~aJinal~Ciat:~
';.'.~',.;: t'~£~tv'cr';.;.,'.:~..~',!.".d c~.'.'t.,,':~::".;'~ Title to all Purchased Securities shall pass to Buyer and, unless otherwise
.'.~:t~:.:~c t:v ~.~t~...¢;, ch('. th;.'~:.,. ~ "~'.'.."q in this Agreement shall preclude Buyer from engaging in repu~ctlaSe~
..... ~... · ...... ~ · . (; ....... unties or other~se ptedging or hypothecatin.c the Purchased Securities,
· .:: ' ~'. .2' ,. ............. ,..,. t. t ,.. -3uyer of its obligations to transfer Purchased Securities to Seller pursuant
· ,.:. ,::;."~;~.,,,.~ '. ~:: : 1 ',, .,',,"'. ::' of Buyer's obligation to credit or pay income to. or apply Income~to the
oblig~tiohs:~f~'S~ller pursuant to Paragraph 5 hereof
Required,Disclo, s.a:re for Transactions in Which the Seller Retains Custody
of the~Purchas~d Securities
Seller is riel permitted to substitute other securities for those subiect to this Agreement and-
therefore must Neap Buyer's securities segregated at ail times, unless in this Agreement Buyer
grants Seller the right to ~bstitute other securities. If Buyer grants the right to substitute, this means
that Buyer's securities will ikely be commingled with Seller's own securities during the trading day.
Buyer i~ advised that, daring any trading day that Buyer s securities are commingled with Seller's
secarities they {wil~]* [may}'* be suoiect to liens erante(] by Se er to [ ts c earing bank ' [th rd
carrie.st°' and may be used by Seller for de varies on other securities transactions. Whenever the;
securities", are commingled. Seller's ability to resegregate substitute securities for Buyer will be
subject to Setler~s a~3itfty to satisly [the clearing1' [an.vi'' lien or to obtain substitute securities.
g. Substitution
(a) Sel~er may, subject to agreement With ~ ~ by Buyer, substitute other Secudtins
Purchased Securities. Such substitution shall be made. by,,ttanSfer to Buyer of such other Securities,and::
transfer to Seller of such Purchased Securities, After substi~tibn, the substituted Securities shall be deemed,
to be Pumhased Securities,
~,b) In Transactions in which the Seller retains custoay of Purchased Securities. the padies expressly,
agree that Buyer Shall be, deemed, for purposes of subparagraph.(a) of this Paragraph, to have agreed tearier:;
~,~cepted ,in t~is Agreement substitution by Seller of dther Securities~,[or Purchased Securities;
~oweve,r, that such other Securities shall have a Market Value at teasl equal to the Market Va ue at'~ the'~
umhaSledSecurities 10r which they are Substituted.
1(3. Representations
Ea~,h of Buyer pnd Seller represents and warrants to the other that (i) t is duly authorized to execute and
deli~,'er t~his A~reement. to enter ir~lo the Transactions con{amble{ed hereunder and to perforrn its obligations
he.'eunde? ancJ has taken mi necessary ac{fort to authorize such execution, daiivery and pedormance,
will ena,~.ae in such Transactions as prir~blpal~ {or. if agreed in writing in a~vence of any TranSaction by
person signing this
en¥'aa, reement by which it is I~ound or by which any
..~'~,nsaction Buyer and Seller shall each be
Transactions hereunder~md'~
delivery and pedom,.enca ot this Agreement
by-law or ~uie.appiicable to. CRier·
made by it:.
(i) Seller fails to repurchase or Buyer fails to transfer Purchased Securities upon4he
e oplicable[Repurchase Dale. (ii) Sailer or Buyer foes. after one businessday's notice, to comply with ~
~. hereo~, (ifil Buyer:fails to comm¥ with Paragraph 5 hereof. (iv) an .Act of Insolvency occurs with respeCt;to
Seller or Bayer. (v) any representation made bY Seller or Buyer shall have been incorrect or untrue~in any
rnate~:iai r. espb~t 'when made or repeatea or deemed to have been made or repeated, or (vi] Seller or~:iyer
,~;hail a~lm~o ~the'.oth'er its inability to. or its intention not to. perform any of its obligations hereunder (each~'an
"Event ~LDofau!t"):
( a)',A!~.l~e op'tibn of the nonde~auitin~ party, exercised by written notice to the defaulting party (which option
shall.be ~.b~.m~d~ ~{p have.been.exercised, even if no notice is given, immediately upon the oc~rrence~-i
.~ct at' Ihs~ven~).= the Repurchase Date for each Transaction hereunder shall be deemed immediately~to
occur.
~) I~'ail'~at~,~ns in which the defaulting party is acting as Sailer, ii the nonde{aulting party exercises
or is,,dee,~l~ ~d~,~ ~e,e~e~rcisq~ dttte option referred to in subparagraph (a) o! this Paragraph, (i) the delaulting
pa~J0~gaj'~io'~'teuhder ,iD r, epurchase all Purchased Securities in such Transactions shall thereupon
,.,ec0~e Im'~r~&~:~lV due and oavable. ( ) to the extent permitted by applicable law. the Repurchases, Price
w th Fespect fo each such 'l~ansnct on shn be ncreased by the aggregate amount obtained by daily application
of I×l the p. re.ater of.l.qe Pncmg Role for such Transaction or the Prime Rate to (y) the Reourchase~Pricador~ ·
Such.' '~a§sa~tion..~as of the Reourchase Dale as determineD pursuant*to subparagraph (a) or this Paragraph
~'decreas'e~ as o~any day by (A) any amounts retained by the nondefauiiing party with respect to-such
;-~epurc~asei~ricejpursuar~i !~ c';ause i~iit oi :his subcaregraph. (B) any proceeds from the sale Of purChased
Securiti~,~. pursu~lt ilo suboerecrann (d' (i o! this Paragraph and (C) any amounts ~ed'ted to the accouot al
, .e defa~lt~na pa~y Dursuant ,o suoperaoraon (e) of th~s Paragraph) on a 360 day per year basis for the~actuai
number ~f de, vs i:Lt~[~a tt~e ne,ca [rom e..na ~nbludlng the date of the Event of Detault glwng rrse to such-option
,~ but eg, ctue.~ng.t~e c;ale al payment ol the Repurchase Price as so increased. (iii) ell Income paid afier~such
exercise.~.0r ~e~rp~, . ...: exercise s. ha'.: be re~alned, by the nondefaulting, party and aDP ied to the aggregate~un, paid
..... urc~s o Fnc~s~o~eu Dy t~e (~elault.no party, and (iv) the detauiting party shall immediately deliye~;te:-the-
.,.naela~lt.no ~er~ ~,n v PtJrcn,._ea .,,ecundes subject to such Transactions Ihenln the defaulting party s posSess{on.
· c) In o. ~r,,..r~nc~ on~ I ~ '.':~".c.". t~e :e.;~. Itino pony is acting, as Buyer, upon tende~ by the nondetauiting
party o,~f~ ay~&~ tff, e,a~gre~_a~, re,Repurchase Prices for all such Transactions, the de~'auitiQg par[y;smght,
tile enc~ ~rit~e~L~j~r'~atl F~rchesed Securities sub ecl to such Transactions shai be deemed transfe~rad-[b the
nondeia~tt~g ~, and the deducting party shaft dei~ver ~l such Purc ~ased Secur t e.s to the nondela~itmg
party.
(d)i'After on~ business day's notice to the defaulting parry [which notice need no~, be gi,ven t an_Act of
Insolve~cy'~ha{I ~ave occurred, and which may be the notice given under subparagraph (a) o1' this Paragraph
or the notice referred to,~n clause (~) o( the tits{ sentence c, th~s Paragraph), the nondefauitm, g party may:
(i~r,, as t~ ~ransactio~s ~n which the defaulting p~¥ is acting as Seller, (A~ ~-,:-necl, iately sell in a
recognized ~f'narket at such price or prices As the nor~ceiautti~g party may reasonabi¥ deem satisfactory,
any or ali Purchased S'ecurities subject to such ~anSactions end apply the ~roceeds thereot-~:tb the
e§gre§a[e unpaid Reourchese Prices and any other -:mounts owing by the de,au[ting party hereunder
or.(13) in~ its sole ~'rscr~ '~on eject, in lieu ct ~el|ing.~ ~ ~r ~n~ O~ S~ ~ ~
dine. o~ f~ ~ g~ly r~n~'S~ ~ t~- ~ r~n{ ~i~ bid ~t~ ~
sou~. ag~ ~e agg~e unpaid Repute PA~ and any o~er a~un~ owi~ ~ the de~u~
party hereunder: and
,, (ii) aS ~o Tran~ions in which t~e defaulting pa~ is aming as Buyer, (A) purch~e
( ~pta~ment ~dt~s'.')~o~ the same class, and amount ss any ~mh~ So,titles that ~
delivered by.the d~ultlng pa~ to the* ~onde~aulang pa~y as [e~ire~ hereunder or (B) in
di~efio~ eib, i;h I~ ~f put~asf~ R~la~men~ S~dties, to ~ d~ m haye ~a~
S~s at ~pdc~. ~em~r on such ~[e, obtained from a genera~y r~nized ~prce or the.~
r~nt ~10~ng ~d quO~tt~ from such a ~ur~..
'~ ' '.' ":' ~ r:m;~C'~{~';~c'~ ~,~ '~**'" ."'.. defaulting pa~ is acting as BWer, the defaulting paAy shall
to .... , ........ , · :,e..h . w .... to ~rC~S~ S~rities {ctherthanAddifionalP~hased
fo~ :,'~'..'~" .:.r ~': "~ :','cc "a ,: c. ,:.~emed. p~d) by the nondelautting p~ for Repla~me~t S~
.... ~: ~ t~e ~ prod tot d~med pa d} by the nondofau ang ~ f~r the R~lacement
' therefor. In ad,ilion, Ihe,detaulttng party shall be liable Io the nondelauding pa~y ior interest on such re~.
I~amtity w~t~.respe~, to.ea~ such 'pumhase (or oeemed purchase) el Replacement Securities kern ~e
of su~ ~urchase (or d~ purchase) untd paid in lull bv Buyer. Such interest shall be at a rate aqua
grea~er.o~, the Prjeing'.R~t~ tot such Transaction or the P~e Rate.
(f) ~r ~urp~e~ df t~is ~raqraph 11, the R~e PA~ {or ea~ Trunnion hereunder in ~
bf which the.defa~jtinoip~y is acsng as Buyer shall ~t i~eue a~e the a~nt,0i su~ Repur~
'cr such Transact on e~e~m neo as ct ,he cate of the exer~seor E~m~ e~ermse ~y the nondeiAu
hi. its ontion erme. .~,su~ara.. ,g.rapn a) el this Parag pre h.
(o). ~e;d'al{ultin~ shad be liable to the ~ndeiaulting pa~y for the amount ,ct ~1 re~nable ~ or
other ~eeas~s~g~ea{by the nonoelamting pa~ m ~ecaon ~h or es ~ ~eque~e of an
Delm~it. to~e[he~,~l~interest thereon al ~ rate ~ual to ~e greater of t~ PdcingRate ~or the~re~t
;ra~sacdbn:~r,t~ ~ri~e Rate.
(~1 ~e 'no~G~a~ltina party shall have, in addit~n to its Hghts hereunder, any Hghts othe~ise a~le
re t ~er.e~r~ent or aDD ~ble
12.
that. and have entered hereinto and will enter into each Tr~
}t and in reliance upon the tact that, all Transactions hereunder constitute e,-~irtgle
relationship and have been made in consideration of each other. Accordingly, each
of Bu,/~er ~ to perform all bt its obligations in respect of each Transaction hereunder; and
that, a bt any such obligations shall constitute a default by it in respect:~o! all
(ii] that each of lhem shall be entitled tor set oH claims and apply property~held by
',Transaction against obligations owing to them in respect ct any other Transactions
,payments. deliveries and other transfers made by either of them in respect o! any
'~-r' ,:;' :~'.;~? witw~fi tO have been made in consideration of payments, deliveries and other traaasters:~.
:ii .,+c: c.' ':;'v (:: ',:' .';~;sactions hereunder, and the obligations to make any such payments, deliveries
'.';, "'.~" '-:..¥:~.,,: ~-;;;'! il;? applied against each other and netted.
13. Notice~ and*Other Communications
Unless~tt~er ~ddress is specified in writing by the respective party to whom any notice or other:com-
munication is to fee ~iven hereunder, ail such notices or communications shall be in writing or confirmed in
writing and delivere~ at the resoective addresses set forth in Annex II attached hereto.
14. Entire Agreement; Severabillty
This Agreement shall suoerseoe any existing agreements between the parlies containing genera[ terms
eno conditions ~o~ repurchase transactions. Each orovision and agreement here{n shall be treated as separate
~nd indeeenoem from any other crovislon or agreement herein and shall be enforceable notwithstanding the
unenforceability o~ any such other ~rovis~on or agreement,
15. Non-assignability; Termination
The rights and obligations of the bartles under this Agreement and under any Transaction shall-not 'be
asstgne~ by either party without me Drier written consent bi the other party. Subiect to the foregoing, this.
A(:reement and any Trans-"~ions shall be omdmg uPOn and shall ~nure to the benefit of the Dadtes and their
resoecuve successors and ass~Qns. This Agreement ma,~ be cance,~eo ev e,ther oanv uoon gtving written
notice to me cruet except that thts Agreement snail, notwithstanding SUCh notice, remain apoticable to any
Transactions men outstanding.
This Agreer~z shall b~ goV~ by thi~ i;~,,?s dl ~h~ St~[e of New York without giving effect to the ~c~
of law principles thereof.
17. No Waivers,
No express or implied w~Jver of any Event of [}etauit by either party shall constitute a waiver of er~ other
Event' of~ Oef~tt and r~o 'exerCiSe o~[' ~ny remeo¥ hereuncier by any pony shall constitute, a waiver o~ its~.,fight
to exercise Any o'~her ~'emedy hersundec No modification or waiver of any provision el this Agreement-and no
cons,ent~ ~ any' party tO a oeparlu~e h!erelrom shall be effective unless and umil such shall be in wdfing-ar~
duly executed,by bC~th
notic~ p'urs~ant to s~l~pa¥~gra~'~s 4~a) or 4(bt hereof will. not con.~titute a waiver of any' right to do so-at~ later
d~te.
18. Use of Employe~ Plan Assets
any provision of the Empioyee
Income
and ~ ~ot be required ~o to ~mceed;
~bl.Subiect to the last semeeoe et suno~ra~rapn la/of this P~agtagb. a~y such Trans~ction
cn~v 'i Sexier ;um~shss or ~.-~s [urmsheo lo i~uver its most recent available, aodited statement of~ils F~nar',~l
condition a inahdat c~'a31ition.
(c) .= deemecl (i} to rel~'e~'~t to
Buyer ~ ~o matedai ad~em-e
.--u¢ited one unAu~itea st~temems'c"f its llna~c:a~ c,~noit~on SO toflg"~s it is a
Setier i~r any out~anding ~,~nE~c:~on !nvowin¢., a F!an
19. Intent
(a) The partias recognize ~t'mt each Transaction. is ~ "repurcnsse agreement" as that term is delined in
Section '~01 or.tie 1 t of the Unlined Slates Code~ as amended (except ins0tar as ~ type of Secu~ sut~.*~.ect
to such,~ _ansection or t~e term b~ such~Tmnsaction ,~o.uld, render such definition ir~oplicabte), and a iascufitles
c~ntract as that term is defined4n section 741,of Title·11 o! the United Slates Code, as ~.
(b)~ Jt is understood thai; either party's fight to F~,.,'idate S~Jcu dtie~ delivered to .it in connection ~ i~
hereunder or to exercise any other rem~s~p_urs,~ to Pa~g~h 11 hereo~, is a contractual right to liquidate
such 'Fransac*Jon as desc~'bed tn Sections 555 and 559 Of Title 1'1 of the ~Ui'fited Slates Code, as-amertded.
20. Disclosure Relating to Certain Federal Protections
The parties ~cknowted~e .that they have beea advised that:
(a) ~n the case ~ TransaCtions [n Which one,,of the parties is a bmke~ or dealer registered:with the
,S..e~.rities ,.~1, d Exchange Commission ("SEC"~unde[ Section 15 of the Securities Exchange,Act:of 1934
( t9~4 Act )~ the Securities investor P~'otecti0~ CO.ration has taken the position that the provisions el
the Securffi'es Investctr Protection Act of 1970 ('S~P~) do not ~rstect the other party with respect to any
Transaction hereunder:
(b) in the case of ~ans~'tions tn which one et the eon/es is a government sec-Jd~ies broker or a
government secudtias cte~ter recjmtered with the ~SEC under Section 15C of the 1934 Act. SlPA-wiil not
provide protection to the other party with. respect to any Transaction hereunder; er~o
(c} in the case of Transactions in wt~ich one el [he parties is a tinandal institution, funds held by the
llnanciaJ-institution pursuant to a Transact~n hereur'~ec ~re not a cle=osit and there!ere are not insured
by the Federal Deoosit [nsurance CorpQration. the F~deral ~avin_c~ and Loan Insurance COrporation or
the National Credit Un/on Share insurance Fund. as aoolicg, bte.
Town of Southotd
[Name o~ Parl~]
~tle ~ervisor
Date Dec~=mber 23~ 1996
,~NN~ I
Supplemental Terms and Conditions
7
ANNEX II
Names and Addresses for Communications Between Pa~ies
John Cushman
· o~n of Southcld
53095 Main Road
$o~thold~ NY 11971-0959
(516) 765-4333 Phone
(516) 765-1823 Fax
[REPOS 31! Amended].
CUSTODIAL UNDERTAKING IN CONNECTION
WITH MASTER REPURCHASE AGREEMENT
This Custodial Undertaking In Connection With Master
Repurchase Agreement (the ~Agreement") is made and entered into as
of the date set forth below by and among Swiss B~k Corporation,
New York Branch (~Seller"), a Swiss corporation licensed to do
.banki g business pursuant to Arti¢!a V of =he New York State
Banking Law, owner of Swiss Bank Gove~= Securities Inc., &
primary dealer in U.S. Government Secur~es, Town of Southold
["Buyer" ) , a ~o~ ,
for itself entities leach, such entity a
"Customer ~" ) 2
Schedule 2 may be
("B~k"'), a New York
WHERF~AS., Buyer and Seller have a Ma~er
(the ,Repurchase '~]
an~
WHE~, Buyer and Seller have requested =hat Bank undertake
certain custodial functions in connection with the Repurchase
Agreement pursu'an=' to Zhe terms hereof; and
WHEREAS, Bank has agreed ~o perform custodial functions in
connection with uhe Repurchase Agreement pursuant to the terms
hereof;
NOW, THEREFORE, in consideration of the premises and other
good and Valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
!. Definitions.
(a) Act of Insolvency. An Act of Insolvency by Seller
or Buyer pursuanc to the Repurchase Agreement.
(b) Additional Purchased Securities. Securities
provided by Seller and held by Bank for the benefit of Buyer
~o attain the Margin Value.
(c) Business Day. Any day, from Monday through Friday,
when Bank and Seller are open uo uransact business.
(d) Ev n f D f_ I . An Event of Default by Seller or
Buyer pursuant to the Repurchase Agreement.
prix
With resp,
thereon.
Security at any time,
interest, dividends
or 1
100%.
102% or such other percentage as
to. Unless otherwise~specified
Percentage for cash shall be
(g) Marain Value. With respect to any Repurchase
amountobtainedbydividing the Market Value
each by the applicable Margin Percentage and
~agg~ega~ing such ~.0unDs. Such Margin Value ..of Secur~ties
shall ~.q~,al or exceed the Purchase Price,; provided, however,
~hat w~th respect to each new Repurchase Transactio~ (a
~epurch~se Transaction which is rolled over pursuant to
Section4 hereOf), the. Margin Value of Securities shall e,quaI
or exceed the Repurchas~ Price for the prior BOsiness Day's
Repurchase Transaction.
(h) MarketValue.
Se=urtt~es. If a
price
If~
The "bid" prmce for any Securities as
pricing service as of the close of
f preceding Business Day, plus, with
any accrued interest on such
as of the close of business is not
authorized to use the most ~current
by any recognized pricingserVice.
B~nk shall be. authorized to price
~erdesignated as a
of' New YOrk (other
any price quoted bY such
a recognized pricing service..
paper, certificates of
~d at face value.
(i) Purchase D~te. The date on which Purchased
Securities are Sold to Buyer by Seller.
(j) Purchase Price. The price au which Purchased
Securities are sold tO Buyer by Seller.
(k) Purckased Securities. The Securities sold by Seller
to Buyer.
(1) Repurchase Date. The date on which Seller is to
repurchase the Purchased Securities from Buyer, which date
shall be the next Business Day after the Purchase Date.
(m) Repurchase Price. The price at which Purchased
S~curities are to be repurchased on the Repurchase Date.
(n) Repurchase Rate. The rate payable with respect to
~Repurchase Transactions.
. (o) Repurchase Transaction.. A transaction whereby
~eller sells certain securities to Buyer, subject to Buyer's
agreement t~ resell such securities to Seller at a future date
at a stated price Plus interest.
kereto~
on Schedule i
2~. M~in~n~ce~of, Accounts~
a cash account and a securities
the benefit of Seller (collectively,
Seller and Buyer instruct Bank to
custody account ~nd a securities
of Buyer (collectively,
acknowledges that Bank holds
all securities, cash or other p~operty
bsite~ in Buyer'sAccount, as b&ilee on
~ct tO this Agreement. B~nk shall
cash in Buyer's Account from the
persons in its possesSion by
the books and records of B~k.
interest, lien or right of
and the property therein. Bank
holds any cash or securities
in. connection with this Agreement
~ntil c~redited to Buyer's Account,
~b)
bY Ban~.
bailment
special
that the receipt and maintenance
in Buyer's Account shall constitute a
of the State of New York an& not a
The parties intend ~o create a
favor of Buyer.
(c) EXcept as specifically provided in this Agreement,
Bank shall ~o~low only Seller's instructions with respect to
S~llerfs Acc0~n$ and shalI follow only Buyer's instructions
with respect to Buyer's ACcount.
3. Specific Repurchase Transactions'.
(a) Seller shall notify Bank by 10:00 a.m. New York time
on the first Business Day of the week on which Seller is open
for business of the Repurchase Rate zn effect' for any week.
3
Bank shall make the Repurchase Rates available to Buyer. It
is understood by the parties hereto that Seller assumes all
responsibilitY for the accuracy of the Repurchase Rates
transmitted by Bank to Buyer.
(b). Buyer may agree to enter into a Repurchase
Transac=ion'.by giving Bank_notice, not later than 5:00 p:~m:
New York time on any BUsiness Day, of the proposed Purc~se
Price, Pu=chase Da~e, Repurchase Rate and class of Purchased
Securities it wishes to purchase.
B~yer's Account to
(d} has
r
2he
or
the
the in~an
AC,
week'
(~e)
be re~p, onsible for verifying ~ha~, all
and Additional Purchased Securities are
(f) At the close of business on any Purchase Date,
without any liability resulting to Bank, Bank shall not be
obligated to effectuate any Repurchase Transaction in whole
or in:par~ in the event that either (i) Buyer fails uo cause.
Buyer, s Account to be credited with an amount at least equal
to th~ Purchase Price or (ii) Seller fails to cause Seller's
Account to be credited with the Purchased Securities (together
with any Additional Purchased Securities required to attain
the Marg, in Value). In any such even~, ~etler and Buyer shall
4
remain obligated to each other pursuant to the terms of the
Repurchase Agreement.
(g) In the even= tha= the Margin Value of the Purchased
Securities, togetherwith any Additional Purchased Securities&
in Seller's Account does not equal or exceed the Purchas~
Price or there is insufficient cash in Seller's
fulfill Seller;s obligations to Buyer on the ,~
Bank may, at Bank's option and notice to Seller~
advance the amount of such behal~and
~" "' - 'l.i '.' '
,e~ler:s ab~ t~ t~ perform
be: !mpPm'red,.. or i~
as. a result o~ any Iaw,
received by.B .an~ from.
Secur~ties~
be trans feared
trans~er:.in
a ~rgi~ Value
Price.
1:30
res
Rate tb~eh~: .~
~the
~e
~=h
the Repurchas~
paid
and
a/~ount
evenz
Income.
sh~ll credit ~o Seller's Account all Income
of issuers in respect of Secuz~ities
Securities in ~hat any such
Bank is notified
a~ E~ent of ~r, in which
be credited ~ Buyer's Account.
6. Bank's Obligation to Hold Purchased Securities. Until
the relevant Repurch~ase DaZe, or Bank s receipt from Buyer ~f- a
written notic.~ of a~ Event of~ Default by SelI~r, Bank. shall hold
the PurchaSed Se~Uritfes s~ld pursuant to any Repurchase
Transaction, .together w~th a. ny Additional Purchased SeCurities
delivered tO '-attain the ~rginl Value, on behal~f of' Buyer and Buyer
5-
Shall not sell, transfer, assign, pledge or otherwise withdraw
utilize such Securities (except as is otherWise agreed to between
,,Seller and Buyer and as ~o which Bank is informed by Seller)·
Buyer hereby a//thorizes B~, upon.
seller, to transfer Purchased Securities to
si~ultameous transfer tO
have aMargin Value
Securities.
s Accoun,t shatT be
~Onfirmation to Seller amd Buyer. Each
and. ~uyer a
S~curities and Purchased
Account~ ~nC~U~ing a sta=em~nt o~ the
of. such Securities the amount~
forth (i)~ the
is
~appli~able to =on,.
Buyer
(a) This
violate any
it.
entered into and.doea,no~
rule or s~at=te applicable to
(b) The person e~ecuting this Agreement on behalf of
Buyer has been duly and Properly authorized to do so.
(c) The establishment of Buyer's Account and its
operation by the parties designated herein have been duly~.:
authorized and no other corporate action zs required prior to'
commencing operation of such account.
(d) No funds paid to Seller hereunder to purchase any
Securities have been or shall be obtained, directly or
indirectly, from or using the assets of any Plan (which term
means (i) any "employee~benefit plan. as defined in Section 3
of the Employee Retirement Income Security Act of 1974, as
amended, or (ii) any "plan" as defined in Section 4975(e) (1)
of the Internal Revenue Code of 1954, as amended), if Seller
or any of its affiliates has discretionary authority or
control with respect uo ~he assets of such Plan or renders
investment ~dvmce (within the meaning of 29 C.F.R. Section
2510-3.21(c)) with respect to the investment of the assets of
such Plan.
6
(e) If it is acting as agent for one or more Customers,
Buyer has been duly authorized either by virtue of standing
~struc~ions or is a fiduciary with the authority ~o ente=~
into, execute and bind each Customer to this Agreeme~'an~th~
transactions effected for each Participan=. Buyer is
each Customer.
(f)~ On the Purchase Date, Buyer shall be deemed to
repeat all of ~he foregoing representations.
reg
Seller~
legally entered i~to and does not
Charter, rule or statute applicable
it.
(b) The persons executing this Agreement on behalf of
Seller have been, duly and Properly. authorized to do so.
(cl The establishment of Seller's Account and its
operation by the parties designated herein have been duly
authorized and no:other corporate action is required prior to
com~encing operation of such account.
(d) It has the unqualified right to sell, transfer.;
assigns, or pledge the Purchased Securities and Addition,:
PurchaSed ecur=tles, and all of such Securities, upon
deliv~ry to Buyer, will be free and clear of any lien, claim
or encumbrance.
(e) On the Purchase Date, Seller shall be deemed to
repeat all of the foregoing representations.
10. Bank's Reoresentations and Warranties. Bank represents~.
and warrants,,whiCh representations and warranties shall be deemed~
~o be repeated on each Purchase Date, that it has full power and
authority ~o execute and deliver this Agreement and to perform all
of the dutissand obligations to be performed by it hereunder.
11. Care of Property; Reliance on Instructions; and
Pricin~ of Securities.
(a) Bank shall exercise the same care with respec= to
property in Sellerfs Account and Buyer's Account as Ba~k
exercises with respect to Bank's own property. Bank assumes
responsibility only for loss to any such property of Seller or
Buyer occasioned by the negligence of, or conversion,
misappropriation or theft by Bank's employees. Bank's
7
iability for lost securities shall be limited to the Market
atue thereof at the date of the discovery of such loss.
anything to the contrary contained in this
in no even~ shall Bank be liable for special,
3equentiai, or ~,ndirect damages even if Bank has been
Bank, aE its opti(yn,
from any cause but shalI be
to obtain insurance directly for the
e~ther Seller or B~er.
any resulting liability
hlc..~m~y be assigned by Bank to Buyer
rder to c~aA&uni~ate.~9iectron~call,
~ _n~t~=._~n~ R~purchase Transac~
epurcha~e:Transactions and
c~e
i~k have
" therein.
to, Bank by Buyer to the
on Schedule 3 hereto shall ~e
any one! 0f! Who~ii!Sha~l
give notices ando=herwise
~ behalf of Buyer; provided,
,ec~1on sh~ll be conS~ed.as
~ithOut any resuitling
instructions zt recetVe]s via
that paymen~ or delivery of funds or
~a~ordance with Section 3 hereof,
obl~ga=ilon to perform the functions
(e! Bank may rel~upona recognized pricing service, (or
e~va!ient as prOvzded i~ thedef~nition of Market ~alue)
a nationally recognized credlt rating service in
ii~heMarketValue Or creditra~ingof the Purchased
AddibiChal~rChased Securities, as appl cable,
i no circums=anCes!ibe liabie for any errors made by
8
1994
If) Alt credits, debits or transfers shall be deemecl to
have been completed at such time as recorded on Bank's books.
(g) Bank undertakes to. perform only such duties as are.
expressly set forth in this Agreement. Bank makes n(~
representation as to the financial condition of either Buyer
or Selter, Bank has no .~
.nforma=ion ~whio! obtains
condition of Buyer or Seller.
Unl
¸of
ther L~a~
Bank. No~w~th~t~nding
this A~r~eme~=~ B~k
discretion, to
as a Secuk]..~yb
Agreement.
is not a party uo ~he
h~reunder S~alt not~ be
assume any liabi~'ity u~der,
(j) .Bank shall not be deemed, to have independent
knowledge or notice of the existence of an Event of Default,
including without limitation, an Act of Insolvency. Bank
shall be entitled to rely on Buyer's or Seller's written
notice of an Event of Default, which notice the Bank beli~ves
in good faith to be genuine (including, wit~ou~.Iimitat~on~
facsimile not%ce) and shall have no duty to ~nqu!re int~th?
nature or 'validity Of an Event of Default, including wiDhout
Iimita=ion, an Act of Insolvency.
(k) Bank may, with respecu to questions of law, apply
for and obtain the advice and opinion of counsel and shall not
9
be~ deemed to be negligent or have engaged in willful
misconduct in any action taken or omitted by Bank in good
faith in conformity with such a~vice or opinion, provided that
the Counsel Pr0vid~ng such advice and/or opini°n was selected.
by Bank wit// due carerand in good faith.
I2.
raues
agreed
Seller .hereby agrees to pay B~-~
to be rendered'~ereunder, based upon~
from time to time in a manner
and Seller. The. parties= hereto acknowledge
a f~e by Seller as a result of Bank's
or,
I
teas
or
I3'~.
in
Seller.andBuyer hereby agree, joint_ly
'Bankfor, and hold it harmless agai~st~
in,~connection with, arising out of
to the transactions contemplated and
by this Agreement', or any action or
)n with this Agreemen=% including, the
and attorneys' fees of attorneys chosen
any such dlaimof liability, excep~
not b~ liable for any loss, liability
to be. the direct result of acts or
of Bank constituting negligence or willful.
~!y understood and- agreed that Bank's
hereunder shall be enforceable agains~
without any obligation to first procee~
i=respec~ive~o~
may have against
The ,~d~e~=f=cat~onobl~gat~ons ~n
the termination of. any Repurchas~
or ail
Bank,
f~ture
parent or any
or any of
1~. E~ent o~Default: Continuln~ DisDultes: Effect of Noticm.
of~ Levw, Eto.~
(a) Ifeither Buyer or Seller shall declare an Event of
Default, it shall deliver a written notice of an Event of
Default to Bank. Bank shall promptly, but in no event later
than the .Business Day in~nediateiy following its receipt of
such. W~it=en notice, notify the defaulting party of Bank's
rece~p~ of a written notice of an Even= of Default.
(b) From and after Bank's receipt of a written notice of
an Event of Default from Buyer or Seller, Bank shall continue
zo hold all Purchased Securities, cash and Additional
Purchased Securities in Buyer's Account. In the absence of
10
any dispute between, conflicting claims by or conflicting
instructions from any of Seller, Buyer and any other person(s)
with respe~u to the Securities, cash or any other matter
is~hereby further instructed to follo~
~ no
of any dis between,
~ from any
and all claims, demands or
or
(d)
cash or
levy,
issued or
offiCer thereof,
or future !
direct .or
director, of
which On
Order.
shall not be required to deliver or transfer-
contravention of any order! judgme.~t~%
notice, seizure or Other similar not~ce
by a governmental agency or court, or
having ' '' ' ' '' ~
jurisdiction over Bank, any ex=s=Lng
company of Bank, any existing or future
subsidiary of such parent company o=any
or agent of any of the foregoing,
such cash or securities. Bank sh~ll
Seller prompt notice of any such notice or
(e) Notwithstanding the foregoing, if Bank has not
receiveda notice of Event of Default from Buyer with respect
to Seller and Bank receives a written Event of Default notice
from Seller which specifies that an Act of Insolvency, has
occurred with respect- to Buyer, Bank shall follow the
instructi.ons of Seller to accept in~o B~yer's Account cash in
substitution of any Securities t~erei~ and shall disregard.
instructions from Buyer tO the contrary. Bank shall have no
obligation .to verify any amounts owed by Seller tc Buye~.~
pursuant~ to the R~purchase Agreement. Without
Bank shall be entitled to rely solely
~pecifying the amount of cash to credit~
to Buyer' s Account.
1¸5 ·
16 Thi~
respect
written
Of this execute~,~
by each In betwee~
this shall
17. Termination. This Agreemenu shall terminate forthwit~h
upon of the Repurchase Agreement a~d writte~
notificat: to Bank by Seller or BuYer ~or may b~
eDO~ on thirty Business Days' written
not subjec~ to
; Continuin~Dispute~
E~feCt of Etc.", any such terminatio~ shall no~.
~ffect ion then outstanding.
18. S~verabitity. If anyprovision of this Agreemenu is held
to be unen~6rCeable as a mat~er of law, the other terms an~.
not be affected the=ebyand shall remain in
full for
19. Ri=hts and Remedies. The rights and remedies conferred
upon the pad, les hereto shall be cumulative, and the exercise or~
waiver ~f.a~y~th~reof shall not preclude or inhibit the exercise of~
any additlon~l r~ghts and remedies; provided, however, that nothing-
in this Section shall be construed as permitting any party, under
~ny Circ%uns~ances, ~o make any claim against Bank for special,
:1.2
December 2. 1994
indirect or consequential damages arising under or in connect, ion
with this Agreement.
20. Headinqs. Section headings are for reference purposes,
only and shall not be construed as a par~ of ~his Agreement.
21. Assi=nment. This Agreement shall be binding upo=~-~-~j~
parties' ~espective successors and permitted assigns. N ' '
Buyer nor Seller~may assign its rightsand/orobligations herau~de=,
withou~ the prior written consent of the o~her parties.
at=empted assignment without such consent shall benull and voi~.
2~. ~. This Agreement~may be executed i~on~or
more c~erparts, all of which taken together shall constitut~one
instrument.
23. Notices. All notices sb~l! be given to the imaz%7
entitled to ~receive such notices at the following addresse~-~-8
tetephOnenumbers unless otherwise specified ~n a< notice,~i~en
pursuant to this Section:
(a) To Seller. Unless and until Seller shall
written no=ice to Buyer and the Bank to the contrary;
notices to Seller from Buyerorthe Bank shall be Sen~
a~ 222 Broadway, New York, New York 10038, attention o~M~.
John Perini, and all. notices,by telephone to Seller from, B~rfer
or the 'Bank shall be made to (212) 574-3005.
(b) To Buyer. Un!essanduntilBuyer shall give wriT~&-
notice to 'Seller and the Ba~k to the contrary, all writ=eh
notices ~o Buyer from Seller or the Ba~k shall be sent to it
a~ 53095 Main Road~ Southold~ NY 1i~71-Q~9
a~tent~on of John Cushman, Senior Accountant , an~all
notices'by-telephone to Buyer from Seller or the Bankshal]lbe
made to (516) 765-4333. (516) 765-1823 (fax). ~
(c) To the Bank. Unless and until the Bank shal~R~ve
written notice to Seller and Buyer to the contrary, all
written notices to the Bank from Seller or Buyer shall be sent
to it at 4 New York Plaza, New York, New York 10004, a~=en~ion
of Brokers and Dealers Clearance Department, and all no=ices
by telephone to the Bank from Setler or Buyer shall be m ad. to
Allen B. Clark, Senior Vice President (212-623-7219).
All notices and instructions shall be deemed given when received.
24. Force Majeure. Bank shall not be liable to the other
parties for any failure or delays arising out of conditions beyond
its reasonable conuroi, including, but not limited ~o, work
s=oppages, fire, civil disobedience, delays associated, with
~ :~--g~o~al~bl_cu~g~nt~sbc~.l Deeemb~ 2. 1994
hardware malfunction or availability, riots, rebellions, storms,
electrical ~ailures, acts of God and similar occurrences.
25.
Governln= Law. This Agreement shall be governed by and
hn accordance wi,Ch the laws of ~he State of New York
effec= to the confl~cu of laws principles there.of.
c.onsent ~o the non-exclusive
York, in
or chis
Co obi ~C~. ~O th~ venue
the, parc~'es hereto have~caused~Cheir dul~
Co execute this Agreem~n~ as of the 2,_3
By:
SWISS
'~/~E PRESYDElqT
By: ~
YORK BRA~CH
Brian V. Cart
Associate Direc
Swiss Bank Corpora5lor
Town of Southoid"
(Name of Buyer)
~tte. Supervisor
Schedule I to CUstodial Undertaking
C=11ateral Schedule
The following classes of Securities shall be Securities
eligible.for Repurchase Transactions described in Agreemenz:
Initial ~e po~folios ~hat you w~h to use:
Ae
B.
C~
D.
Government Securities
Laze Rate Government Securities
Government Securities and Ginnie Maes
Government Securities, Ginnie Maes, and
Securizies
Government Securities, Ginnie Maes,
Bankers '
Mortgage
Backed. Securities
Agency
Agency
Acceptances and Certificates
Related Securities and Asset
Schedule 2 to Custodial Undertaking
L~st of Customers
16
December 2, 1994
Schedule 3
Authorized Persons f~or Buyer:
Name
Jean W. Cochran
W4 1 1 i~m Moore
Title
Fleet Bank
Municipal Banking
January 30, 1997
Mr. John Cushman
Senior Accountant
Town of Southnld
P.O. Box 1179
Southold, NY 11971-0959
Dear John:
We are thrilled to be returning the processed agreements for Fleet MuniCash. You are ready to
begin investing.
We have set up the two accounts we discussed which are #9387622074 (General Fund) and
#9387622082 (Fishers Island). Investments will be effective the same day if the call or fax is
received prior to 12:30 p.m. that day.
Our fax number if (516) 547-7655 / 56 and anyone on staff with our Municipal Department will be
able to help you.
If you will be wiring funds into Fleet accounts our ABA number is 021300019 and when you wish to
w/re funds out of Fleet Bank you will be able to call an 800 number. I have included the necessary
documents to set up these accounts and you will be issued a Pin Number and Smart Card for
Security purposes.
Please feel free to give me a call with any questions.
VeW tmlKyours,
Kezmh Felmeth McGuiuness
FleetBank
Mail Stop: NY Ll O532, 300 Broad Hollow Road, Melville, NY ?1747-4850 516-547-7743
A Member o/Fleer Financial Group,/nc
· . ,,, MASTER AGREEMENT FOR
~CASH MAzh~AGEMENT SERVICES
;The Fleet bank xhat ~afnmins :the deposit account(s) ~;
3t~th respect to whicl5 a cash management.service
qs ro be performed ( Bank ) agrees to'perform, and rhe~customer named below (the '~Customer")
.agrees to purchase, SerVice(s) descr[bed in,separate ServiCe Agreements ia effect fr6m t/me to time
,(the "Service(s)") in accordance with this Master Agreentent for'Cash Management Services (the
"Master Agreement")and the respective Service ~rnents. IglSte terms of the Service Agreemenffs)
.c~nflic~ wirh;,,~e ~ster Agreel:aenr~ tke: terms or'rite Seruice
,actmoxvled es that, the Serv , )/gi'~s)~haff apply~, C~tdmer
,, g .... m~s may be=perf6rmed,by Bank or my
. ,~a~ :'%~ ','Affiliate'.' shall mean any one or more direct or indirect subsidiaries (other thg/~ Bank)
oLFteet ~F~c2al Group.. [nc. and it~'successors.
: (b): "~'Banking da.v" shall mean any day other than a Saturday, Sunday~ or a dav on which
Bank is, closed for s~bstantially all of its baring business, '
2. Account Documentation. Priorto the implementation of the Service(s), Customer will
execute and deliver to Bank such account documentation as Bank deems necessary., including, but not
limited to, this Master A~eement and appropriate Se.wice Agreements, si~mre cards, corporate
resolutions and evidence of corporate author/ry. Bank will, in its sole discretion, determine the
adequacy of such documentation, and may refuse ro provide the Service(s) until such documentation is
received by Bank. Customer,agrees promptly to notify. Bank of any changes to any information
presented in the ,account documentation, and further agrees promptly to execute any new or additional
account, documentatiOn as Bank deems necessary. Customer agrees that Bank may rely dn the~current
documentation ithas on file to determine, the individuals anthorized to initiate requests for services
under the Service ~eements. and may refuse ro comply with such a request from any other individual
until such documentation as Bank deems necessary ig delivered to Bank.
3. Customer's Records and Media. Prior to the implementation of the Service(s), Customer
agrees t0 provide to ~Bank all records and data processing media necessary, to perform the Service(s).
The records will be feeble, correct, complete and in the format specified in the Service Agreements.
Service Guide(s) and related schedules. The recor~ts ~5tl contain totals and proof information
satisfactory to the Bank. Cheeks will be MICR encoded accordinz to the Bank's specifications. Bank
will, in its sole discretion, determine the adequacy of the informati-on and the format in which it ~s
subm~tte~ and may refuseto provide the Ser'Cice(s) until' such information and/or format is deemed
sadsfacrory.
Customer agrees to mmnrain adequate back-up of alt such data for a period of not less than five
banking days after delivery, to Bank. Customer agrees to provide Bank with an additional copy or
transmission thereot~, as applicable, ffrequested. Customer's failure to provide hack-up upon request
shall release Bank from any liability tbr its inability to provide the Servicers) if back-ap is required to
be maintained pursuant to this Master Agreement and Customer fails to so do.
When. any Service Agreement ks terminated. Customer will notify the Bank in x',-riting within 60
Calendar days whether the Bank should remm or destroy any dam processing media furnished by
C~tornpr and any records produced as a result of the terminated Servide(s). If Customer does not
notify the Bank within 60 calendar days, the Bank may destroy, retain or return any such material, and
shall,.have no liability ro Customer or any third parry if such marer~uxI is destroyed.
4, $0{~. Pr~o~ided~ha Connection width Performance of Service(S). Bankm~y
supply
Cusrpm? ~i~ cenhii~ ,s~f~ware °Wned b~ or licensed to the B~ank to be Used by Customer in
¢olmectm~,~vtith the~pe, rformance of th~Skrvice(s). Customeragrees. that, with respect to ariy Software
provided !mder.~ Mar Agreement, Customer. shall not mverse~c0mpile, trans£ev, copy; modify or
alter the s6~e~ nor shalt~CUStomer use ks copy of~ xoftware on more than one centr~ proceasing
zo an3( other person, without the e,~ress written
of'~zs Affiiiat~S shall be liable for any damage or loss
· the
t o remo~ve, ar~d shall incIude on any copy made, any
lghts placed cm or ~vithin the soft~vare owned by or
tt~,_'~he Bank, Customer agees ro e,ecuxe any licerksi~g or sublicensing agreement reasonably
ormecfiou w/th the performance of the Service(s]. h2 the event of
any between the previsions of ~ Section 4 and; any such license agreemem, the terms of the
ii-c ~ense a~eement shall control.
Notwitc-standlng any.other provisions of this Master A~eemenr and only ro the extent the sofv,vare ls
used in a manner consistent with the Service Agreement(s), Bank shall defend with counsel of its own
choice andar its own expense any claim brought against Customer that any so~ff~vare owned by Bank
infringes upon any United States copyrigl~ or patent, and Bank shall pay any costs, damages, and
reasonable anomey's fees finally awarded against Customer on any such action, provided that (/~)
Cnsromer promptly vavfif~es Bank of any claim and reasonably cooperates with Bank in the handling of
suoh~ claim, and; (b) Bank exercises sole control of the defense or settlement of such claim.
'Ail sof~vare, specificanons, tapes or other media, progTams and procedures o~-nect or licensed by the
Bank and used in connection with the performance of the Service(s) ,,vill be and remain the sole
property of the Bank. Customer a~ees nor m contest or challenge the ownership of such softxvare.
specifications, rapes or other media, programs and 'procedures owned by or licensed to the Bank.
Customer shall return such materials to the Bank promptly upon request or at termination of applicable
Service Agreement. or Master AgreemenT. and shall be responsible for any damages ro any such
matenats i~curred in ~hipping and usage other than normal wear. and tear.
5. Customer Failure to Furnish Satisfactory. Records and Media, The Bank's performance
under this Agreemem is subject to the Bank's receivmg timely, accurate and complete data for each
Ser~ce. in form and on media specified by the Bank. If any of these requirements are not met by
Customer. the Bank shall no longer be bound to the delivery schedule set forth in the Service
Agreemem(s) and shall be authorized to detiver as complete and f'mished whatever portion of the
Service can be pertbrmed with the data available. Customer shall compensate the Bank for converting
nonstandard data into standard form or completing missing data at the Bank's then, current rates ~br
rim~e and materials: The Bank shall not be liable for convgrting or completing missing data. or for
fa~ffmg to do so. upon Cnstomer~s failure to properly supply data in a standard and complete format,
6. Customer's,Duty to Inspect. Customer is responsible for inspecting all Service(s) performed
when fete/veal and m notify the Bar& immediately of any errors. Customer must notify the Bank
Mthin fourteen (t4) calendar days after receipt of the mate/iai containing the error or ora report or
stareme~ reitecting~he error. Except m the ~xtent require~ by taw, failure to notify the Bank oferrors
~vithin tIiis ffme will relieve the:Bank of, any and all'liability.
7. Limitation of Liability; Disclaimer of Warranties. Except to the extent required by law, the
liability of Bank and any Affilial:e will be limited as set forth herein. The liability of Bank or that of
any Affiliate under this Master Agreement or any Service Agreement for failing to comply with the
terms of either a~eement shall be limited to actual damages sustained by Customer and only ro the
extent,~such damages'are a direct resuk of Batik's or any-Affiliate's gross negligence. Neither Bank
nor any Affi/hte shall be liable for damages caused by any act or omission of any third parry, whether
or nor such parry, was chosen by Bank or an Affiliate, or for any charges imposed by any third party.
Each Service Agreement is,only between Bank and Customer. and Bank shall have no liabilit?-
thereunder toany third parry. IN NO EVENT SHALL BANK BE LIABLE FOR ANY
CONSEQUENTIAL. SPECIAL OR INDIRECT LOSS OR DAMAGE WHICI-!,CUSTOMER *.MAY
INCUR OR SUFFER tN CONNECTION WITH THIS AGREE~,[ENT OR THE SERVICE,
INCLUDING, WITHOUT LIMITATION LOSS OR DAMAGE FROM SUBSEQUElffT WRONGFUl.
DISHONOR RESULTING FROM THE BANK'S ACTS PURSUANT TO THIS AGREEMENT OR
ANY SERVIJSE AGREEMENT REGARDLESS OF WHETHER THE LIKELIHOOD OF SUCH
LOSS OR DAMAGE WAS KNOWN BY THE BANK AND REGARDLESS OF TI-~ BASIS.
THEORY OR NATURE OF THE ACTION ON WHICHA CLAIM IS ASSERTED.
TheBank will compensate Customer ro the extent required by applicable law for Customer's loss of
interes~ on funds asa direct result of the Bank's failure to comply w/th such taw in executing a wire
transfer or ACH entry to the extent such failure was within the Bank's control. The Bank shall not be
liable for Customers attorneys~ fees in connect/on with any claim except pursuant to: Section 4 of this
Agreemenn The Bank's ag~egate liability to Cust6mer for ali losses, damages, and expenses incurred
in connection with any single claim under any Service A~eemenr shall not exceed an amount equal to
one month's average billing to Customer under such Service Agreement taken over the six months
preceding the date on which the damage or injury' ~ving rise to such clalm is alleged to have occurred,
but ~f the Service A~eement has not been in effect for six months preceding such date, then over such
fe~ver number of preceding months as such Service Agreement has been in effect. The Bank shall have
no liebility for any currency, checks, magnetic tape or other item delivered by Customer to a third parr>'
carrier that is nor received by the Bank or its agent.
BANK HEREBY EXPRESSLY DISCLAIMS ALL WAR.R.AN'TIES. EXPRESS OR IMPLIED.
[NCLUDINO~ BUT NOT LIMITED TO. ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PROVISION OF SERVICE
UNDER ANY SERVICE AGREEMENT INCLUDING. BUT NOT L~MITED TO. SOFTWARE.
ETC.
8. Fees. Customer shall compensate.the Bank for its Service(s) in accordance with the fee
'sehedulein effect from time to ~me. The Bank may amend its fee schedule at any time and will give
written notice to Customer of changes in fees for Servic,.~s) the~ used by Customer no later than thirty
(30)'calendar days before such changes go into effect. A current schedule Of fees is available from the
Bank. The Bank ~s authorized to-charge the fees to Customer's account(s) or bill by monthly invoice.
Bank may~ in its discretion, rev~uire that fees.. ~e~ paid. ,t~ough th~ main~tenance by Customer of
'.'~-n":~:e::sa:i!'~g cal!ec:cd ".:.'ik:.nc~s [~: speci~ed account¢).' The compensating collected balance
:czmi:'et'::e:'i.' v. i~i !:e :ncas:ire:i ,-v :'..:mIysls o~fCuXromer's s~ec/fied:aCcourfts~
ha additionto said fees, Customer a~ees to pay ail sales, use or other taxes applicable to the Service(s)
providect.heretmder, excluding however, ta~es, based upon rite Bank's net income.
9. Overdrafts; Set-off. The Bank shall not be obligated to complete any transaction with respect
to Customer's deposit account if there are insufficient available funds ha the deposit account to
complete the transaction_ In the event any actions by Customer should result in an overdraft in any of
its accounts. Customer is responsible for repaying the overdraft immediately, without notice or
demand, together with [merest thereon ar a rate determined in accordance with Bank's fee schedule in
effect from time to time. Bank has the right, in addition to all other rights and remedies available to it.
to set offthe unpaid balance of any amount owed it in connection with the Service(s) against any debt
owning to the Customer by the Bank or any 'Affiliate. including, without limitation, any obligation
under a repurchase agreement or any funds heldat any fame by the Bank or Affiliate, whether collected
or in the process of collection, or in any tim~ Or demand deposit account maintained by the Customer
ar, or evidenced by any certificate of deposit issued by, the Bank or an.,,' Affiliate.
10. Credit Limits. La the event the Service(s) selected by Customer result in unacceptable credit
exposures to the Bank or affect the amount Of capital required or expected to be maintained by the
Bank or any corporation controlling the Bank under any law, regulation, guidetine, or request from any
central bank or governmental authori%y, the Bank may limit Customer's transaction volume or dollar
amount and refuse to execute transactions that exceed any'such limit. Customer shall, upon request by
the Bank, from time to time, provide the Bank with fmanciat information and statements and such
other documentation as the Bank detem~ines to be reasonably necessary, or appropriate ro enable the
Bank to evaluate its exposure. Any limits established by Bank under this Section i0 shall be at Bank's
sole discretion and shall be communicated pro.mptly upon Bank's determination that such limits are
required.
11. Securi .t-y Procedures. If the Service(s) are subject to security procedures specified by Bank.
Customer agrees that it shall be solely responsible for ensuring that such security procedures are
follo~ved, as they may be amended from time to time. and that the Bank shall have no liability for any
losses sustained by Customer as a result ora breach of securiD' procedures if the Bank has adhered to
irs security procedures. If such procedures are violated. Customer agrees to promptly non.fT' Bank of
any such breach. Customer acknowledges that it has reviewed ail applicable securi~ procedures, has
selected its preferred security, procedure where applicable, and has detem-nined that such procedures are
commercially reasonable. Customer also agrees that its execution of any Service Agreement in the
~'uture will constitute its ackno~vledgment that all secur!~ procedures applicable to the respective
Service(s) are commercially reasonable.
12. Indemnification. The Customer shall indemnify and hold the Bank harmless from any and all
liabilkies, losses, damages, costs; and expenses of any kind (including, wSthotn tim/ration, the
reasonable fees and disbursements o1' counsel in connection with any investigative, adrm~su-ar2ve or
j udiciat proceeding, whether or not the Bank shall be designated a party thereto) of or to any third party
wbich maybe incurred~by the:Bank relating ro or arising out of thi~Ag~'eemenr or. ar~v Service
Agreement: pr0vid~d,:however.:that the Bank shall have rio ri~r re.be indemnified hereunder for its
own bad,~ faith.o~ wi~ful~miscor~duct as determined by a court of competO.~ jurisdicti0r~
13. Term. Each Service Agreement shall continue until terminated by either party with thirty (30)
days' l~rior written notice, and shall terminate automatically inthe event that Customer's deposit
account with the Bank that is associated with the Service(s} is closed by Customer,.upon termination of
a third parry contract which m necessary for the performance of the Service(s), or if either the Bank or
CuStomer is hereafter prohibited by law from performing the Service(s). The Bank may also terminate
any Service Ageement immediately (i) if the Bank determines that Customer has fa/ted m maintain a
financial cor~dition deemed reasonably satisfacm~ to U~e Bank to minimi~ any credit or other risks to
the Bankm prov~&ng the Sermce(s); 00 m the event ora materml breact~: of any a~eement between
Customer and the Bank; or Off) ~f Customer faits to promde financml statements within the reasonal~le
time pekiod specifi, ed~ by the Bank. In the event of any termination, ail fees Incurred under fl-tis
Agreement or any Service A~eement so terminated~shall become immediately due ~and payable. This
Master Agreement shall continue until terminated by either party with thirty (30) da.ys pr/or written
nofice~ and shall automatically terminate ha the event that ali of Customer's deposit accounts with the
Bank are cio{ed or i£alI of the Service A~emenrs are terminated. Sections 2 through 12 of this
Master A~eement shall survive its termination.
14. Force Majeure. l'b_e Bank shall bear no responsibility for non-performance of one or more
Service(s) caused by an event beyond/ts control, such as: fire, casualty, breakdown in equ/pmenr or
failure of telecommunications or data processing services, lockout, suSke, unavoidable acc/dent, act of
Ood, riot; war or the enactment, issuance or operation of any adverse govern, mental law, ruling,
regulation, order or decree, or an emergency that prevenm the Bank from operarhag normally.
15. Ordinary. Care. It is understood that the Bank wilt use the same care ro select and use
facilities, equipment, personnel and third party pr~)viders in connection with the aqtivities te be
performed under the respective Service Agreements and this Master Agreement as ir exercises m the
conduct of its own banking operations.
16. Business Purpose~ Customer agrees that the Service(s) to be per,brined by the Bank wilt be'
used by Customer solely for business or commercial purposes and not for personal, family, or
household purposes.
17. Severability. If any provision of this Master Agreement or any Service Agreement shall be
determined by a court of competent jurisdiction to be unenforceable as written, that provision shall be
intei-preted so as ro achieve, to the extent permitted by applicable law. the purposes intended bv the
original provision, and the remaining provisions of the Service A~reement(s) and this Master '
Agreement shall continue intact. -
18. Governing Law. The Service Agreement(s) and this Master Agreement shall be governed by
and fnterpreted in accordance ~Sth the taw of the State where the Bank named below is located.
19. Complete Agreement. The parties hereto acknowledge that each has read the Service
Agreement(s), the Service Guide(s) for each of the .Services selected and fltis Master. Agreement,
understands them, and ~agrees to be bound by their terms. The parties further agree that- the Service
Agreem~nt(s)~ the Service Guide(s) and this Master Agreement and any modifications mad~ pursuant
to them. azd the applicable deposit account agreements~ constitute the complete m'rd e:iclus~ve
expression of the terms of riffs g:greement between the parties, supersede alt other proposals whether
oral or ~en, trad~rstandings, representWaons¢ conditions, warranties,'covenants,.al:td ail other
communications between the lmrties relating to the subject matter of this:Agreement.
20. Service Agreements, Schedules, and Headings. The Service Agreements and any fee or other
schedules shall constitute a part of this Master Agreement even if executed or amended after the date
hereo~: A41 headings in this Agreement and the Service Agreement(s) are for ease of reference only
and do not constitute a part hereof.
21, Independent Contractor. Customer agrees that in performing the Service(s) hereunder, the
Bank will be acting as an independer/t contractor and not as an employer, employee, parrner, or aeeur
of Customer. - -
22. Amendments. The Bank may amend this Master Agreement, any Service Agreement and any
Service Guide ar any time. Unless a longer period is required by law and except as otherwise provided
in this Master Agreement, the Bank Mil mail notice of any such amendment ro Customer at least
fifteen (15) d~ys before the effective date of the amendmenr_ The Bank may amend immediately
without notice m Customer if such amendment is required for security reasons, provided, however, that
the Bank shall notify the Customer as soon as possible of such amendment.
23. Assignment. The Master Agreement and Service Agreement(s) shall-hot be asmgned or
other~vise trahsferred by the Customer to any other person, corporation, or other entity without the
prior written consent of the Bank. The Bank may aasign any of its 'rignats or delegate any of its duties in
whole or in parr to any Affiliate.
24. Authorization. Customer 5varrants and represents (a) that Customer is duly organized, validly
existing, and in good standing in the jurisdiction in which it is organized; (b) that there are no
provisions of any law, or any Certificate of Incorporation or By-Laws. or any agreement of any kind.
nature or description binding-upon Customer which prohibits Customer from enterm~ into or
perforrnin.*~ under this Master .A*.qreement_ and Service. Agreement(s); (c) that Customer. s~ ' execunon' and
performance of this Master Agreement and Service A-~reement(s) has 'been duly authorized: and rd3
that this Master Agreement and Service Agreement(s) are binding obligations oI Customer. Customer
shall be deemed to repeat all of the foregoing warranties and representations each time the Bank
performs Services under any Service agreement.
55. Not}ces. Ail notices required to be given hereunder or under any Service A~eement shall be
effective when receiveg if hand delivered or sent by telegraph or fax, or when deposited in the United
Stares Mail, £~rst class postage prepaid, and addressed, as applicable, to the Bank at
Fleet Bank
300 Broad. Hollow Road
Melt/lie. New York 11747
or to Customera[
or to such other address as either parry shall have specified in writing to the other.
26. Waiver. Failure of the Bank to exercise any or all of its fights shall not be deemed-to be a
waiver of such rights on any future occasion.
IN WITNESS WHEREOF, the Bank and Customer have by their duly authorized officers
executed this Master Agreement as of the date last shown below.
Title
T0co¢ or- 3oc~%Oo~o Fleet Bank
C~tomer Bank
By: %.,~D~_,~/_ff By[.
Signatu~ Date Signature Date
Title
Fleet Bank 11/25195
Treasury Express
Service Agreement
Company Name: "'~0'¢~ 9( .~AT~/O~..8 Tax iD:
Service. Bank's Treasu~/Express Services are described in the re~ated Service Guide and Company acknowledges
receipt of such Service Gui(ia. The Service Guide' contains' pi;oceduras amd other i~ormation relating to these Services
Which are to be followed by both Company and. Bank, as applice, bie. Baak may amend the ServiCe Guide from fimezo
time upon not~ficatJon to Company,//
Applicable Service Guido: t~/Windows ~1 Terminal ~1 Teuchtone
Disclaimer of Warranties. Bank does not make, and hereby disclaims, any and alt warranties, expressed or implied,
with respect tO the Treasury Express Service, Company's direct access thereto and the components, sys[em¢, specifica-
t Cms pragrams documentation Guides and accessories used in con unct[on therewith.
lnformatJo~ Service Selections (Attach Treasury Express Implemantation Form)
Company's detailed sele, ctions, designations, authorizations and/or other instructions shall be established m implementa-
tion time and may' be amended from time to time.
In some instances. Traesury:Express data is reported prior to fina] posting and is subject re correction in case of error.
mCOmpany,uhderst~nds that such, d~t~ is for informational purposes only and is not to be construed as firrai posting infer-
arian. ~,;ny [nf(JrmatJon; ~mvided by Bank to Company regarding rates on domestic money market instruments or the
pnme rate. are subject fie cl~ange without not~ce. These are provided to Company for reference purposes only.
Data. ~,~nange:
~" Yes (Attach Data Exchange Set-Up Sheet] Bank assumes no responsibility for the accuracy or timeliness of
date suppiied by participating banks,
~ No
Account Transaction Service Selections (Terminal Only)
Company's detailed selections, designations, authonzadons and/or other instructions shall be established et ~molemen[a-
tJon time 8nd may be amended from time to ume. Please attach appropriate set-ua sheets.
E:~Automated Clearing House (Re~utres ACH Service Agreement)
D./~.ssh Concentration (Requires ACH Service Agreement)
~ internal Bank Transfers
:D StoD Payment
Comcany has decided to use the the above-referenced Service, and Bank agrees to provide the Service as stated here-
m. Company ant Bank agree that the Service shall be performed in accordance with this Agreement and the related
Service Guide and Company's selections, aeslgnations, authorizations and/or other mstructJons set forth herein subject
m Bank's Master AgreementYCash Management Services, a copy of Which has bean re~:eived and signed by Company,
ano which is hereby incorporates herein by reference.
Company
Bank
Sig ~r~ura Date Signature
Title T-~tJe
Fleet Bank
FLEET BANK
COMPUS__ERVE TREAS_URY EXPRESS REQUEST FORM
TREASURY EXPRESS tlJNE~-BY-UNE: TREASURY EXPRESS FOR WINDOWS:
(FOR30) :l-X'¢/)
tDATE OF DATE ACCESSED ,LOGIN
(REQUEST: IS REQUIRED: 'ID:
'X
USER INFORMATION
COMPANY ~IAME: ~"'ct~,~ ~,~ ~0 ~t'C~.¢~L~ CONTACT NAME:
STREET: .5,~42~ /lO/Y/rs /~,,'e¢'~3 OFFICE PHONE #:
CUSTOMER AGREEMENT
!AN ENVELOPE CONTAIN lNG BOTH LOGON IDS AND PASSWORDS WiLL BE MAILED TO YOU
;AS SOON AS THIS REQUEST HAS BEEN PROCESSED. BE SURE TO MEMORIZE YOUR
'LOGON IDS AND PASSWORDS AND DESTROY THE WRi'fq", EN NOTIFICATION. REMEMBER
YOUR PASSWORD SHOULD BE KEPT CONFIDENTIAL. WHEN YOUR ACCESS IS NO
LONGER NEEDED, YOU MUST INFORM DATA SECURITY TO HAVE IT DELETED
'CUSTOMER SIGNATURE: '~'..lb'',)~ DATE:
i BANK OFFICER AUTHOR ZAT ON
I
INAME: SIGNATURE;
'PHONE: DATE:
MAILCODE:
TO BE COMPLETED BY CORPORATE DATA SECURITY
~SECURITY O FICER: DATE:
COMMENTS:
WHEN COMPLETED. PLEASE FORWARD TO THE DATA SECURITY GROUP: RIOP407
Bank: ~ MA ~ NY ~ R1 .,-~ CT ~ ME' -* ~ iqH
Company Name: /'~¢/~.j ~/ ,~4;~'/~'/~.~ Tax ID: //~ ~/~'E~
~e~ic~ ~an~ ACH Se~ is d~nbed in ~ ml~ed~ice Guide and ~y ~c~o~d~ r~ ~ch
Se~ ~ ,~uide,, ~e Se~ G~de;~ont~s procedures and ot~e~ inf~rma~o~,~e~ing ~o ~s $~ w~i~e ~o ~ fei-.
lowed by both C~p~ end Bank.,'as appi~csbleJ Ba~ ~y ~m~nd the Sew~ G~id~ from t[me m ~e ~pan, n~ffic~ion
Appli~bie So.ice Guide:
D Dim: Paymem ~Com~rdalACH
2. DesigDated Account, Number(S~,.~.',~ ~
Secudty pt~cedums.,,%he~t.o[Iowfag,securJty procedures are provided;by 8.ank end descried in datE~i
Servtc~ Guide; C0frCeny'a~es to use such security procedures end Company has determined that such security pro-
cedui:~sare-bommercfa~Jy-re~so~abte ..... ~ ~ '~',~.
Data TransmisSipn ,, DC ACH ..... Magnetic ~'ape, _ EDI ' ~ T(easurv Ex~ress.+,,
See EDI ServLce See Treapu~
Re, mo.t,~ tD/B~t.ch;tD/ identification Code/ Voice Response Un~ -'~- F. xpf~ess Agreemerlt /
P~sSv~rd ' ..... ; 'Pa,~,~,ord AgfeB~a~t
/
Voice Resd;onse Unit _Voice Response Unit k,
The s~gner of this ACH Agreement st'rail act as the Authorized Signer described in the User Guide.~::-~.
4. Schedule A - Authorized Individuals. Attach Schedule A,
Schedule B - Company Calendar. Attach Schedule
Input,Delivery Media
PCACH (Reoulras PCACH Set-Uo Form~
~/~reasury ExpressS~ Terminal ACH ~Requires Tre~.sury' Express' Service A~eement ~nd Set-Up Form(s))
Direct Transmission (Requires Transmmsion Request Worksheet and File Transmission Facility)
F_.DI IReouires EDI Service Agreement}
Magnetic Taus
?..7. Vendor:
':-/.8. ACH File Limit
9.
(Complete if applica~ple)
Company has decided to usetne the sbove-raferenced Service. and Bank agrees to provide the Service as stated harem.
Company and Bank agree that the Service shall be performed in accordance with thisAgreement and the related Service
Guide and Company's selections, designations, authorizations and/or other instructions set forth herein subject to Bank's
Master AgraementJCash Management Services and ACH Set-Up Form(s), coaies oi which have been received and
signe~ by Company, all of which are hereby incorporated herein by reference.
C~pany
-,,
Sigr~ure Date
Bank
By:
Signature Date
T~le
Fleet Bank
AUTOMATE D .C~EA R[NG~O U SE:
Service Agreement
$chedul~A - Authorized Representatives
Co~y N~m~ 'r ~ "~ ~;; ' ' Tax ID: . ~ ....
The, indMdua, ls named beipw ("Authorized Representatives~) are authorized to ~3rovide wr~en ~otice or other~yh~ ce~-
munlcation related ~ th~ Automated Cleadng Ho~use-Se~vice Agreement. .... , , ~
.Name (Print/Tvue~ .. T~tte (PrintyTvue'l ....... Siqnature , , ,:~ c~ ,,
Authorized Signature
Name (Print/Type)
T~tie (Pdht/Type)
Date
Fleet Bank
juDrrl:i T. TERRY
TOWN CLERK
REGISTRAR OF VITAL STATISTICS
MAR]~IAGE OFFICER
~E~3ORDS ]~_~AGEMEN~i~ OFFICE~
~EDOM O~ I~ION OFPI~R
Town Hall, 53095 Main Road
P.O. Box 1179
Southold, New York 11971
Fax (516) 765-1823
Telephone (516) 7~5-1800
OFFICE OF THE TOWN CLERK
TOWN OF SOUTHOLD
tgAS BY THE,
1-997:
RF. SOLVF. D that the Town Board of the Town of Southold hereby authorizes and
directs Supervisor Jean W.
Cash Management Services
Clearing House Services,
Attorney.
Cochran to execute agreements with Fleet Bank for
to include Fleet's Treasury Express and Automated
all in accordance with the approval of the Town
Judith T. Terry ~/
Southoid Town Clerk
January 22~ 1997
JOHN A. CUSHMAN
SE/N~IOR ACCOUNTANT
P.O. Box 1179, 53095 Main Road
Southold, New York 11971-0959
ACCOUNTING & FINANCE
DEPARTMENT
Telephone (516) 765-4333
Fax (5t6) 765-1823
TOWN OF SOUTHOLD
OFFICE OF TI-IE SUPERVISOR
To: Town Board
From: John Cushman~/
Date: January 15, 1997
Re: Fleet Bank's Treasury Express
Please consider the following resolution to authorize the Supervisor to execute agreements with
Fleet Bank that will allow this office to utilize Fleet's Treasury Express service. This service provides on-
line access to our bank accounts to (1) provide timely balance and transaction information and (2) provide
us with the ability to complete ACH transactions via computer.
RESOLVED that the Town Board of the Town of Southold hereby authorizes Supervisor Cochran
to execute agreements with Fleet Bank for Cash Managemeat Services to include Fleet's Treasury Express
and ACH Services, all in accordance with the approval of the Town Attorney.