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Treasury Mgmt Services Master Agmt~ oo y a~~ ~ ~ pbll~ SU1V 11~UST~ TREASURY MANAGEMENT SERVICES MASTER AGREEMENT 1. Introduction. SunTrust Bank offers a full range of treasury management services to our clients under the terms and conditions set forth in this master agreement and the other documents described below. Throughout this master agreement, SunTrust Bank is referred to as "we" or "us," the treasury management services that we offer are referred to as the "services," this master agreement and the other documents described below are together referred to as the "agreement" and the person or entity using any of the services is referred to as "you." When you sign a service schedule regarding any service or a delegation of authority you are agreeing to be bound by the terms and conditions of the agreement. In addition, if you use or.attempt to use any service, you are agreeing to be bound by the terms and conditions of the agreement relating to that service, even if you have not signed the service schedule for that service. In either event, the agreement is a legally binding contract that can only be changed as provided in this master agreement. 2. Organization of Agreement. As indicated above, the agreement is made up of several documents, each of which serves a special purpose. The relevant documents and their purposes are as follows: • Service Schedules. The service schedule for a service describes the nature and scope of the service as well as the specific terms and conditions relating to that service. • Master Agreement. This master agreement sets forth the rights and responsibilities that you and we have with respect to the services that we offer and addresses issues that are common to all services. • City's Request for Proposal No. 37-06/07, dated April 18, 2007, for Banking Services as amended by the Bank's Proposal. • Delegation of Authority. The delegation of authority is completed when you elect to take advantage of the convenience of delegating authority concerning the services within your company. • Implementation/Setup Forms. The implementation/setup forms provide operational information concerning the services that you have elected to use. • Software Materials. We may grant to you a nonexclusive, nontransferable, limited license or sublicense to use one or more software programs with certain services. There may also be a separate license agreement and/or user manual for some of those software programs. The agreement and any applicable separate license agreement and user manual set forth the terms and conditions relating to your right to use those software programs and important instructions and requirements for their use. Those software programs and those other items are all part of the software materials. • Kules and Regulations. The rules and regulations for deposit accounts that you maintain with us in connection with your utilization of a service set forth the terms and conditions relating to the establishment, maintenance and operation of your deposit accounts. If there is any inconsistency on a particular issue among the documents that make up the agreement, the documents will control that particular issue in the order set forth from top to bottom above. 3. Amendments. We may change or add to the terms and conditions of this master agreement by giving you 30 calendar days' prior written notice and we may change or add to the terms and conditions of any service schedule (including changing any of your service option selections) by giving you 30 calendar days prior written notice. We may change the information on the implementation/setup forms without giving you notice. If you continue to use a service after the change becomes effective, you are bound by the changed or new terms and conditions. If the change or addition to any terms and conditions is required by applicable law, clearing house rules or funds transfer system rules, or if we believe that the change is necessary for the security or integrity of the systems that we use in performing services for you, we may change or add to the terms and conditions in this master agreement or any service schedule by giving you notice promptly afrer we make the change. [n that case, you are bound by the changed or new terms and conditions unless you terminate your use of the relevant services immediately after you receive our notice of the change. We may change or add to the terms of the software materials or the rules and regulations by following the procedures set forth in those documents. 4. Services. You may use any of the services that we have agreed to perform for you. If you attempt to use a service that we have not agreed to perform for you, we may refuse to perform that service. We may also delay and/or refuse to process any item, transaction or instruction with respect to a service which (a) does not comply with the terms and conditions NON-S'fANDAKD AGREEMENT; MIAMI BEACH I/08 Page 1 of 8 of the agreement relating to that particular service, (b) is not complete, correct and current, (c) is greater in frequency or number than is permitted for the relevant account or service, (d) is for an amount that is less than the minimum amount permitted for the relevant account or service, (e) relates to an account that has been closed or exceeds the amount of available funds in the relevant account (or would reduce the balance of the available funds in the relevant account below any required minimum balance), unless we have agreed to extend you credit in a separate written agreement and you have met all of the conditions to access credit that is available under that separate written agreement, (f) we believe in good faith is not genuine, conflicts with another instruction or relates to funds or an account over which there is a dispute or restriction on withdrawal, (g) we suspect results from a breach in the confidentiality of a security procedure or authorization code or relates to an account or service that we suspect is being used for, or is the target of, fraudulent or illegal activity, or (h) might cause us to violate applicable law or otherwise expose us to liability. 5. Overdrafts. As noted above, we may delay and/or refuse to process any item, transaction or instruction that exceeds the amount of available funds in the relevant account (or would reduce the balance of the available funds in the relevant account below any required minimum balance). If we decide in our discretion to process an item, transaction or instruction that exceeds the amount of available funds in the relevant account (or would reduce the balance of the available funds in the relevant account below any required minimum balance), you agree to reimburse us on demand for (a) the full amount of any overdraft or other shortfall created by that item, transaction or instruction, (b) all overdraft fees and charges we may impose from time to time, (c) interest on the amount of the overdraft or other shortfall at the rate we may impose from time to time for the day the overdraft or other shortfall was created and for each following day until the overdraft or other shortfall has been paid, and (d) all costs and expenses (including, without limitation, attorney's fees) we incur in collecting the overdraft or other shortfall, or any fees, charges or interest relating to it, from you. 6. Security Procedures and Authorization Codes. Some of the services require you to implement appropriate security procedures that are described in the service schedules for those services. The security procedures are designed to verify the authenticity of instructions that we receive and to control access to information and services. They are not designed to detect errors in the content or transmission of instructions or information. We may rely on the security procedures to control access to information and services and to determine whether any instructions we receive are authorized. You will be bound by all instructions issued in your name and accepted by us in compliance with the applicable security procedures, whether or not you or one of your authorized persons actually authorized those instructions. The security procedures may require the use of PINs, user ID numbers, passwords, test keys, algorithms or other codes, all of which are referred to as "authorization codes." In some cases, we will provide all of the authorization codes (which, for some services, may be the same for multiple users). In these cases, we will either give the authorization codes directly to your users or we will give them to the person within your company that you have designated as your "contact." Your contact is then responsible for distributing the authorization codes to your users. In other cases, you will be required to appoint a person within your company who has the authority to determine who is permitted to use certain services on your behalf. That individual is referred to as your "security administrator." In these cases, we may give your contact or security administrator the authorization codes o-• a portion of the authorization codes with the rest of the authorization codes going to another contact or security administrator. If we do not give all of the authorization codes to a single security administrator, your security administrator must obtain the other portions of the authorization codes from the other contact or security administrator who received them. After obtaining the other portions of the authorization codes, your security administrator is responsible for creating and providing authorization codes for and establishing limits on each user's authority to initiate transactions, access information and use services on your behalf Some services give you the option of designating more than one contact and/or security administrator. You are completely responsible for controlling access to and maintaining the confidentiality of the security procedures and authorization codes and you must promptly report any breach of that confidentiality to us. You are also completely responsible for the actions of your contacts, your security administrators, any users to whom we or your contacts or security administrators have provided authorization codes and any other person who has obtained access to your authorization codes. In some cases, a third party vendor may provide the authorization codes on our behalf. 7. Authorized Persons. The individuals who have authority to give us instructions, access information and use services on your behalf are those that are reflected in your delegation of authority, if you have executed one, or any other separate written resolution or other document relating to the services that you have given us. In addition, if you use a service that involves authorization codes, any person giving us an appropriate authorization code will be deemed to have authority to give us instructions, access information and use services on your behalf, even if he or she is not otherwise designated as having authority to do so. You may also authorize third party processors and other agents to give us instructions, access information and use services on your behalf We may act upon any oral or written instructions we receive that we believe in good faith to have been given by an authorized person (including instructions sent by facsimile or other electronic method). NON-STANDARD AGREEMEN"1'; MIAMI BEACH 1/08 Page 2 of 8 We are authorized to follow the instructions of your contact, your security administrator or any person designated as having authority to act on your behalf (or that gives us or uses an appropriate authorization code) until we receive written notice that his or her authority (or authorization code) has been terminated and we have had a reasonable time to act upon that notice. At our option, we may require written confirmation of instructions that are given orally or by facsimile. 8. Our Online Services and Software Materials. (A) Use of Online Services. We offer several online services (including data transmission services) that allow you to electronically access information concerning your accounts, give us instructions regarding certain transactions with respect to your accounts and use of the services, and transmit and receive data files to or from us. We can also use online services to electronically provide you reports, confirmations, statements and other information regarding your accounts and use of the services. 1'he instructions that you can give us through online services vary by service. These online services may require you to comply with various security procedures and to use authorization codes. You agree to provide us with all information we request to enable us to activate your ability to use online services. Some of the online services have specific formatting and other technical requirements, as we may specify from time to time. You agree to comply with these requirements when using the online services and to allow us to test and approve your setup for an online service or data transmission service before you begin using it. Several of the online services may also require you to use software that we license or sublicense to you. Your use of that software is subject to the terms of the license agreement that accompanies it. (B) Nonexclusive License. Your rights in the online services and software materials are limited to a nonexclusive license to use them solely in connection with your use of the services for your internal business purposes. You may not transfer or assign any of your rights with respect to the license, and the license will be automatically revoked if the agreement is terminated generally or with respect to the particular service to which the online services or software materials relate. If your license is revoked, you must return the software materials and an}' copies or extracts that you have made to us immediately. You may not (i) sublicense, sell, lease, distribute or (except with respect to your employees or agents) provide access to any of the online services or software materials to any third party, (ii) use the online services or software materials in a service bureau, time-sharing, outsourcing or similar arrangement, (iii) use the online services or software materials in any manner that is not expressly permitted by the agreement, (iv) modify, decompile, reverse engineer, disassemble or create derivative works from the online services or software materials or (v) take any actions or engage in any conduct that violates our rights (or those of our vendor) with respect to the online services or software materials. (C) Proprietary Rights. Except as otherwise set forth in the software materials or the relevant service schedule, we or our vendor retain all ownership and other rights in the online services and software materials and in any related trade secrets, copyrights and other intellectual property rights. In addition, you acknowledge that the online services and software materials are confidential information that belongs to us or to our vendor. You will not disclose or otherwise make any of the online services or software material available to any person other than your employees or agents that need to use the online services or software materials in order for you to use the services, and you will instruct those employees or agents to keep the online services and software materials confidential by using the same care and discretion that you use with respect to your own confidential property and U~ade secrets. Notwithstanding this Section 8 (C) or other provision of this agreement, you will not be liable to us or our vendor for any disclosure otherwise prohibited by this agreement, if such disclosure is required by State of Florida Public Records law or court order, provided that you give us advance written notice of such disclosure immediately after you learn such disclosure is required. (D) Accounts at other Institutions. Some of our online services have the ability to access information concerning accounts at other financial institutions. In order for you to take advantage of this functionality, you must give written instructions to the other financial institution(s) to make information regarding those accounts available to us and the other financial institution(s) must give us written instructions to make that information available to you through one of our online services. We are not responsible for any inaccuracies in any information provided by the other financial institution(s) or for any errors or delays in any service caused by the other financial institution(s). (E) No Guarantees or Responsibility. We make no guarantees and have no responsibility with respect to (i) the operation of any online service being uninterrupted, error free or free from program limitations, (ii) defects in the online services or any information provided through them, (iii) the online services or the servers that make them available being free of viruses, disabling devices or other harmful components, (iv) any information or reports that are transmitted over the Internet or sent by e-mail or other electronic method remaining confidential or being accurate), or (v) any person gaining unauthorized access to the online services, unless we failed to meet our standard of care in giving that person an authorization code. If an online service is not available or you are unable to access an online service. you agree to use another method (such as written instructions) to access your accounts or use the services. NON-S"I~ANDARD AGREEMEN'T'; MIAMI BEACH 1/08 Page 3 of 8 9. Your Equipment, Communications Capabilities and Software. Several of the services require you to have certain equipment, communications capabilities or software. You are responsible for providing and maintaining (at your cost and expense) any equipment, communications capabilities or software (other than software we provide in connection with certain of our services) necessary for any of the services that you use. It is your responsibility to insure that the equipment, communications capabilities and software you select are compatible with those that we use from time to time to provide the services. We have no responsibility if any equipment, communications capabilities or software that you use is defective or is not compatible with ours, even if you have told us what equipment, communications capabilities and software you intend to use or we have previously approved its use. 10. Financial EDI. Financial EDI refers to the electronic exchange of payments, payment-related information and other financial data in formats that meet agreed standards. The financial EDI services that we offer fall into three categories: (i) payment initiation or "integrated payables," (ii) payment receipt or "electronic receivables delivery," and (iii) financial reporting services. Each is described below: (a) Our integrated payables EDI service allows us to accept an electronic file from you that is used to initiate entries through our ACH service and/or create paper checks through our payment outsourcing service. (b) Our electronic receivables EDI service allows us to send you a formatted text report or electronic file to report payment and payment-related data from our ACH and or lockbox services to you in various formats. (c) Our financial reporting EDI service allows you to send and receive electronic files to support our account reconciliation, controlled payment and positive payment services (both issue and paid item files), our ACH fraud control service (authorization records) and our account analysis service. Files we receive from you or send to you must be in a format that we have tested and agreed to and must be sent or received by the deadlines specified for the relevant service that we separately disclosed to you so that we can perform the necessary edits and forward the files for the relevant payment or information purposes. The terms and conditions for each service that is utilized through an EDI file continue to apply. 1 I. Fraud Detection/Deterrence. Payment system fraud has increased dramatically in recent years due to a number of factors. From time to time we may make certain products and services that are designed to detect and/or deter payment system fraud available to you. While no product or service will be completely effective, we believe that the products and services we offer will reduce the likelihood of certain types of fraudulent transactions occurring in your accounts. As a result, you agree that if you fail to implement any of these products or services as presented to you with written notice, (a) you will be precluded from asserting any claims against us with respect to any unauthorized, altered, counterfeit or other fraudulent transactions occurring in your accounts that the product or service was designed to detect or deter, (b) we will not be required to recredit your accounts or otherwise have any liability for such transactions, and (c) to the extent permitted by law, you will indemnity us for any loss or expense (including, without limitation, reasonable attorneys' fees to the extent permitted by law) relating in any way to such transactions, so long as we otherwise satisfied our duty of care with respect to the other aspects of such transactions. 12. Fees and Expenses. You will pay us all fees that we disclose in the Proposal for any of the services that you use. We may change or add new fees for services by mutual agreement. If you continue to use the service after the change becomes effective, you agree to pay the new fees. In addition, you agree to pay any reasonable out-of-pocket expenses we incur in performing the services for you, including any communication, access, transmission and data processing charges. Your accounts are also subject to the fees set forth in the schedule of fees described in the rules and regulations. We may change those fees by following the procedures set forth in the rules and regulations. We may collect any fees or expenses by debiting your accounts with us, offsetting those amounts against any earnings credits relating to any analysis of your deposit accounts, or other applicable method. We reserve the right to charge interest on any amounts that are not paid within 30 calendar days of the due date. We will apply all debits, credits and payments first to unpaid interest and then to fees and expenses in the order in which they were due. ]f you fail to pay any amount that you owe us under this agreement, we have the option of canceling or suspending the performance of any further services for you. 13. Term and Termination. The initial term of this agreement shall begin January 1, 2008, and expire on 30, 20 Unless a shorter period of notice is provided in the service schedule for a particular service or we mutually agree to a shorter period of notice, the agreement will continue in effect until either you or we give 90 calendar days' prior written notice of termination to the other party. Any such termination may be for the entire agreement or only for a particular service. In addition, we may terminate this agreement or any service immediately and without giving you prior written notice if (a) you violate this agreement, (b) any representation or warranty you make to us fails to be true and correct in any material respect, (c) we believe in good faith that there has been a material adverse change in your financial or business condition, NON-S1'ANUARD AGREEMEN"I; MIAMI REACH U08 Page 4 of 8 (d) you make a general assignment for the benefit of creditors or become a debtor in any bankruptcy or other insolvency or liquidation proceeding, (e) we determine that changes in applicable laws, regulations, clearing house rules or funds transfer system rules have made it impracticable for us to perform under the agreement generally or with respect to a particular service or (f) any of the circumstances described in clause (g) or (h) of Section 4 of this master agreement occurs. Even though the agreement may be terminated entirely or with respect to a particular service, all provisions relating to your indemnification obligations, your obligations concerning confidential information as qualified herein, and limitations on our liability will continue to apply and will survive termination. You also continue to be liable for any obligations that you incurred prior to the termination of the agreement or any service, those that you incur in the process of terminating the agreement or a particular service and for any outstanding transactions. 14. Your Representations and Warranties. You represent and warrant to us that (a) you are duly organized, validly existing and in good standing under the laws of your state of organization, (b) you have full power and authority to carry on your business and to enter into and perform your obligations under the agreement, (c) you have taken all actions necessary to enter into and perform your obligations under the agreement, (d) all resolutions or other authorizations you have given to us are true, accurate and complete in all material respects, (e) (Reserved), (f) you have obtained all necessary consents or authorizations for you to enter into the agreement, (g) this agreement is legally binding on you, (h) each person whose name is written or printed on your delegation of authority, if you have executed one, or any resolution or other separate written authorization concerning the agreement or any service has complete authority to bind you in all transactions relating to the agreement or any service, (i) you are neither bankrupt nor insolvent nor have you made an assignment for the benefit of creditors or sought the protection of any bankruptcy, insolvency or liquidation proceeding, nor do you have the present intention to do so, (j) you have not commenced any dissolution proceedings and no governmental authority having jurisdiction over you has served a notice of its intent to suspend or revoke your operations, and (k) the agreement does not violate any law, regulation or agreement to which you are a party. You also make the representations and warranties that are set forth in the service schedule for any service that you use. You agree to immediately notify us if any representation or warranty you make to us is no longer true. 15. Liability and Indemnification. (A) Your Duty of Care. You must exercise good faith and ordinary care in performing your obligations under the agreement. In addition, you must promptly examine each written or electronic confirmation, report, periodic statement, notice or other document related to any services and notify us of any error, omission or other discrepancy reflected in such confirmation, report, periodic statement, notice or document within 30 days (or such shorter period of time specified in the relevant service schedule) after we send or make it available to you. (B) Our Duty of Care. [n performing the services for you, you agree that we are not acting as a fiduciary for you or for your benefit and that our responsibility is limited to acting in good faith and exercising ordinary care. In that regard, the services have several unique characteristics that relate to our duty of care. For example, most of the services involve large volumes of items or transactions that are processed in a highly automated environment. The procedures set forth in the service schedule for each service have been designed in light of those characteristics to maximize your ability to use that service in an efficient manner while minimizing your cost and inconvenience. You agree that the procedures for each service are commercially reasonable and that we will be deemed to have exercised ordinary care if we substantially comply with the procedures. You also agree that clerical errors, mistakes in judgment, and occasional or unintentional deviations by us from the procedures will not be deemed to constitute a failure on our part to exercise ordinary care. You also agree that we will not be deemed to have failed to exercise ordinary care with respect to any error, delay or failure to perform that is caused by (i) fire, natural disaster, strike, civil unrest, terrorism, failure of computer or communications facilities, (ii) the acts or omissions of any third party (including any Federal Reserve Bank, clearing house or funds transfer system) or (iii) any circumstance beyond our reasonable control or for which we do not have responsibility under the agreement. (C) Conditions on Our Liability. We will have no liability to you unless we fail to satisfy our duty of care as described above. If we fail to satisfy our duty of care, you agree to the maximum extent permitted by law that we will have no liability for any losses or damages resulting from that failure unless (i) you have satisfied your duty of care as described above (including your duty to discover and report any error, omission or other discrepancy reflected in any confirmation, report, periodic statement, notice or document to us within the applicable period), (ii) you promptly give us written proof of your losses or damages and cooperate with us in investigating the error, omission or other discrepancy and your losses or damages, and (iii) you bring any claim, action or proceeding against us with respect to any error, omission or discrepancy within one year after it occurred (in that regard, if the error, omission or discrepancy is a repetitive one, all such NON-STANDARD AGREEMEN"1'; MIAMI BEACH 1108 Page 5 of 8 errors, omissions or discrepancies will be deemed to have occurred on the date of the first such error, omission or discrepancy). (D) Limits on Our Liability. if we fail to satisfy our duty of care and you have satisfied the conditions to our liability, both as described above, then you agree to the maximum extent permitted by law that our liability to you will be limited to any of your monetary losses or damages that are a direct result of that failure, up to the lesser of (i) the amount of the transaction to which the error, omission or other discrepancy relates or (ii) the amount of the fees that you have paid us for the service in question for the 6 months preceding the month in which the failure occurred. You also agree to the maximum extent permitted by law that we will never be liable to you for any indirect, consequential, special, punitive or exemplary losses or damages, without regard to the form of your claim or action or whether your claim is in contract, tort or otherwise, and even if we knew such losses or damages were possible or likely. To the extent we are required by applicable law to pay you interest on any amount for which we are liable under this section, that interest will be determined by using the "federal funds rate" we paid at the close of business on each day during the period beginning on the day such failure occurred until we have paid you the full amount of our liability. If we reimburse you for any losses or damages, you agree to transfer all of your rights relating to the transactions in question to us and to reasonably assist us in any efforts or legal actions that we may take to recover those amounts from any third party. (E) Disclaimer of Warranties. To the maximum extent permitted by law, we disclaim all representations and warranties of any kind, whether express or implied, with respect to the services, the software materials, the online services, and any equipment or software that you use in connection with the services, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. (F) Your Indemnification Obli atg ions. To the extent permitted by law and unless finally determined by a court or arbitrator having proper jurisdiction to have been caused primarily by our negligence or intentional misconduct, you agree to defend, indemnify, protect and hold us and our officers, directors, employees, attorneys, agents and representatives harmless from and against any and all liabilities, claims, damages, losses, demands, fines (such as fines imposed by any Federal Reserve Bank, clearing house or funds transfer system), judgments, disputes, costs, charges and expenses (including litigation expenses, other costs of investigation or defense and reasonable attorneys' fees) which relate in any way to the services or the agreement (such as those caused by: (i) your failure to comply in a significant manner with any of the terms and conditions of the. agreement, (ii) the failure of any of the representations or warranties that you make to us to be true and correct in any material respects at any time or (iii) any instructions you give us). This obligation to indemnify, defend and hold harmless is limited to the extent provided under Section 768.28, Fla. Stats. This provision shall not be construed as waiving any defense, immunity from or limitation of liability which you might be entitled to, including but not limited to sovereign immunity. 16. Arbitration. Either you or we have the right to require that any dispute, controversy or claim arising out of or relating to the agreement or any breach, termination or invalidity thereof, including any dispute concerning the scope of this arbitration clause, be settled by binding arbitration in accordance with Title 9 of the United States Code and the Commercial Arbitration Rules of the American Arbitration Association (the "Rules"). Any arbitration proceeding will be conducted before a panel of three neutral arbitrators, or one neutral arbitrator if the amount in dispute does not exceed $500,000, all of whom must be attorneys engaged in the practice of banking law for ten years or more. You and we will each select one arbitrator, or if the arbitration is conducted by only one arbitrator you and we will jointly select the arbitrator. The arbitrator that you select and the arbitrator that we select will, within ten days of their appointment, select a third, neutral arbitrator. In the event that they are unable to do so, you, we or either of our attorneys may request the American Arbitration Association to appoint the third neutral arbitrator. Prior to the commencement of hearings, each of the arbitrators appointed must take an oath of impartiality. Judgment upon any award rendered by the arbitrators may be entered and enforced by any court of competent jurisdiction. The place of the arbitration will be in Florida. in rendering any award the arbitrators will determine the rights and obligations of the parties in accordance with the laws of the state governing this agreement. The arbitrators are not empowered to award damages in excess of the amounts expressly provided for by this master agreement. All statutes of limitation that would otherwise apply to a judicial action will apply to any arbitration or reference proceeding under the agreement. The arbitrators must award to the prevailing party, if any, as determined by the arbitrators, all of its costs and fees. "Costs and fees" means all reasonable pre-award expenses of the arbitration, including the arbitrator's fee, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees and attorneys' fees. Neither you nor we may disclose the existence, content or result of any arbitration under the agreement without the prior written consent of the other. NON-STANDARD AGREEMEN"I'; MIAMI BL-'ACH I/08 Page 6 of 8 17. Jury Trial Waiver. You and we both knowingly, voluntarily, intentionally and irrevocably waive any right to a trial by jury with respect to any litigation based on, arising out of or relating to the agreement, the services, or any other document, instrument, transaction, course of conduct, course of dealing, statements (whether verbal or written) or your or our actions. This provision is a material inducement for us to enter into the agreement. .You also acknowledge that none of our representatives or agents has represented that we would not seek to enforce this jury trial waiver in the event of any litigation. 18. Miscellaneous. (A) Notices. Any notices under the agreement may be given by mail, personal delivery, fax or other electronic notification. We may use the most recent address (including e-mail or other electronic addresses) for you shown in our records. Any notice we send you will be effective when sent or we otherwise make the notice available to you through an online service. You must send any notices to us to your treasury management services sales officer. Any notice you send us is effective when we actually receive it. (B) Severability. Any provision of the agreement that is invalid or unenforceable in any jurisdiction will, as to such jurisdiction and to the extent of such invalidity or unenforceability, be deemed replaced with a valid and enforceable provision as similar as possible to the one replaced and all of the remaining provisions of the agreement will remain in full force and effect. (C) Bindin Agreement/Benefit. The agreement binds and benefits both you and us and our respective legal representatives, successors and assigns. The agreement is not for the benefit of any third party, and no third party has any right against either you or us under the agreement. (D) Entire Agreement. The agreement is the complete and exclusive statement of the agreement between you and us with respect to the services. The agreement supersedes any prior written or oral agreements. (E) Headings. The headings used in the agreement are for reference purposes only and should not be considered when interpreting the agreement. (F) Assignment. You may not assign the agreement or any of your rights or duties under it to any third party without our prior written consent. We may assign the agreement to any of our affiliates or successors or to any other person or entity in connection with a sale of assets without obtaining your consent. In addition, we may delegate our duties under the agreement to third party vendors without giving you notice of, or obtaining your consent to, such delegation. (G) Applicable Law and Jurisdiction. The agreement is governed by and should be interpreted in accordance with the applicable federal laws and the internal laws of the state of Florida. You consent to the exclusive jurisdiction and venue of any court located in Miami-Dade County, Florida. (H) Attorneys Fees. The prevailing party in any proceeding arising out of or relating to the agreement is entitled to recover its attorney's fees and costs, in addition to any other remedy it maybe entitled to under applicable law. (I) Telephonic Communications. You consent to the recording of telephone conversations of your personnel in connection with the agreement and assume responsibility for obtaining the consent of, and giving notice to, such personnel. The decision to record any telephone conversation is solely at our discretion and we will not have any liability for failing to do so in any particular circumstance. (J) Remedies. The rights, powers, remedies and privileges provided for you in the agreement are your sole and exclusive rights, powers, remedies and privileges with respect to the services and any failure by us to perform the services in accordance with the terms of the agreement. The rights, powers, remedies and privileges provided for us in the agreement are in addition to any rights, powers, remedies and privileges with respect to the services or any failure by you to comply with the terms of the agreement that we have under applicable law or otherwise, and we may exercise any or all of those rights, powers, remedies and privileges in any order. (K) No Waiver of Rights. A failure or delay by us in exercising any right, power or privilege in respect of the agreement will not be presumed to operate as a waiver of that or any other right, power or privilege, and a single or partial exercise by us of any right, power or privilege will not be presumed to preclude any subsequent or further exercise by us of that or any other right, power or privilege. (L) No Strict Construction. In the event an ambiguity or question of intent or interpretation of the agreement arises, the agreement should be construed as if you and we both drafted the agreement, and no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any provisions of the agreement will apply. NON-STANDARD AGREEMENT; MIAMI BEACH I/08 Page 7 of 8 (M) Financial Accommodation. You acknowledge that the agreement is an agreement to provide a "financial accommodation" as that term is defined in the federal bankruptcy laws and, as a result, that neither you nor any bankruptcy trustee (including you when acting as adebtor-in-possession) have the ability to assume or reject the agreement as an executory contract. (N) Financial Statements. You agree to provide us with your public financial statements and other public financial information that we may reasonably request from time to time. (O) Our Records. You agree that our records regarding the features and accounts that you have asked us to include in our implementation of your setup for any service (including the implementation/setup forms for that service) will be deemed correct and absent manifest error will control in the event of any dispute regarding your setup for that service. This provision applies even if we have not given you a copy of those records or you have not signed any documents included in those records. (P) Authority for Other Entities. If you ask us to include accounts that belong to another person or entity in our implementation of your setup for the services, then (a) you represent and warrant to us that the other person or entity has given you authority to access its accounts through use of any service to the same extent as if you owned them, (b) each reference to "you" or "your" in the agreement will be deemed to be a collective reference to you and each other person or entity whose accounts are included in our implementation of your setup for the services, (c) al] of the terms and conditions set forth in the agreement will apply to the accounts as if you owned them, (d) each person who is authorized to act on your behalf with respect to a service is also authorized to act on your behalf to the same extent with respect to the accounts of each other person or entity whose accounts are included in our implementation of your setup for that service, and (e) you and each other person or entity whose accounts are included in our implementation of your setup for the services are jointly and severally liable for all indemnification, confidentiality and other obligations to us under the agreement. We may require written confirmation from the other person or entity that it has authorized you to include its accounts in our implementation of your setup for the services and you agree to notify us immediately if that authority is revoked or changed. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date noted below. SunTrust Bank By: i O Name: l7C- ~ l,E ~R 4 ~ ,~S~l-f Title: V~~ ~~ESf~`k"~ City of P`~; ka~; 3,~~-, h By: - Name: Matti H. Bower Title: Mayor Date: Attest: Name: Robert Parcher Title: City Clerk APPROVED AS TO FORM 8~ LANGUAGE tt~ FOR EXECUTION NON-STANDARD AGREEMENT; MIAMI BEACH 1/08 SEAL ,$nfR ~~~~ City Attome Date G,~ G~-ti