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HomeMy WebLinkAboutR-2010-024 Wells Fargo Securities LLC RESOLUTION NO. 2010-024 A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA, PERTAINING TO THE PURCHASE, SALE, TRANSFER, EXCHANGE, EXERCISE, CONVERSION, TENDER, AND REDEMPTION OF INVESTMENT OF SECURITIES OF THE CITY, AND ESTABLISHING AN ACCOUNT WITH WELLS FARGO SECURITIES, LLC. IN CONNECTION WITH SUCH SECURITIES, PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That the City of Dania Beach adopts the Agreement prepared by Wells Fargo Securities, LLC., as to the authority of the City to establish an account with Wells Fargo Securities, LLC., a copy of which documentation is attached and incorporated in this Resolution by this reference, pertaining to the purchase, sale, transfer, exchange, exercise, conversion, tender, and redemption of investment of securities of the City. Section 2. That the City Manager and the City Attorney are authorized to make minor revisions to the required documents as are deemed necessary and proper for the best interests of the City. Section 3. That all resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 4. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED and ADOPTED on February 9, 2010. ATTg EST: FIRST fOPY �P�' LOUISE STILSON, MC ANNE CASTRO CITY CLERK MAYOR-COMMISSIONER �'�Cbr�oap'hO APPROVED AS AND CORRECTNESS: r THO ASJ. SBRO CITY ATTORNEY Wells Fargo Securities, LLC Member of NYSE,FINRA&SIPC GOVERNMENTAL CLIENT AGREEMENT FOR City of Dania Beach In connection with the opening of one or more accounts City of Dania Beach with Wells Fargo Securities,LLC ("WFS"),the undersigned hereby certifies to WFS as follows: i. Any one of the following officers(the"Authorized Officers")of the Accountholder: Name Title Name Title Name Title Name Title or his/her successor in office,is authorized to act on behalf of the Accountholder,to enter into transactions on behalf of the Accountholder and to execute documents on behalf of the Accountholder in connection with the Account(s),and WFS shall have no responsibility to inquire into the authority of the Accountholder or the Authorized Officers to so act, or to so enter into such transactions,including without limitation whether or not the Accountholder is authorized by state or local or any other applicable law to enter into such transactions,or to so execute such documents and WFS shall incur no liability to the Accountholder or otherwise in connection therewith.Any transactions entered into between WFS and an Authorized Officer on behalf of the Accountholder shall he deemed to be a certification by the Authorized Officer that the Accountholder is authorized by state or local and any other applicable law to enter into such transactions and that the Authorized Officer is authorized to enter into such transactions on behalf of the Accountholder. 2. WFS shall be authorized to rely on the oral instructions given by any person who WFS believes in good faith is an Authorized Officer or by any person who WFS believes in good faith has been authorized to so act by an Authorized Officer. 3. The undersigned is authorized to execute this Certification on behalf of the Accountholder and WFS is authorized to rely on this Certification until written notice of the revocation thereof shall be received by WFS at: Wells Fargo Securities,LLC MAC N9303-050 6og and Ave S 5th Floor Minneapolis,MN 55402-1gi6 20091022-aa01. Level 4 Client Agreement-WFS FR-no8"Legal,ID. , I hereby acknowledge that I have received,read and understand the terms set forth in the Client Agreement and agree to such terms,including the binding pre-dispute arbitration clause contained in Paragraph 16. It is understood and agreed that the terms"I,""my,""you"and"your"as used in this Document refer to all account(s). IN WITNESS WHEREOF,I have duly executed this Certification,under seal,on behalf of the Accountholder,with full authority to do so,this day of 20—. Accepted and executed this day of 20_by Signature: Name(Print): Title(Print): — Attested: Signature of Certifying Official (SEAL) 0 In consideration of Wells Fargo Securities,LLC("WFS,""We,""Our,""Us")accepting this account and agreeing to act as broker or dealer for City of Dania Beach ("Client,"`You,""Your"),it is agreed as follows: GENERAL REPRESENTATIONS AND WARRANTIES Client represents and warrants that it is a municipality,public instrumentality or agency thereof,or other public entity that is authorized under applicable law to engage in the activities and make the investments contemplated by this Agreement. Client further represents and warrants that the individuals identified in the trading authorization in the certification above are duly authorized to act on behalf of the Client to establish and maintain and direct transactions in one or more accounts with WFS,and each is an"appropriate person"or a person who has authority to act on behalf of an"appropriate person"as provided for in Article 8 of the Uniform Commercial Code or similar state version thereof,for the purpose of(a)buying and selling including selling short,(b)agreeing to buy and sell by entering into agreements and commitments(including repurchase agreements),(c)borrowing and lending,and(d)agreeing to borrow and lend by entering into agreements and commitments to borrow and lend money,financial instruments and securities. GENERALTERMS 1. All transactions that may have been consummated and actions that may have been taken in any accounts maintained with WFS prior to the date as of which the representations referred to above are effective and are hereby ratified and confirmed in all respects. Unless we receive written notice otherwise, Your receipt of a confirmation relating to the initial securities or related order executed by Us following the execution of this Agreement shall represent Your assent to be bound by the terms and conditions of this Agreement.Further,confirmations of particular transactions and statements for Client accounts shall be binding upon the Client if the Client does not object,in writing.to the terms of the transaction as set forth in the confirmation or statement within three(3)days after receipt by the Client. The Client shall be deemed to have received such confirmations and statements on the second business day after WFS mails such confirmation or statement.Without limitation to the foregoing,WFS reserves the right to correct any error on any confirmation or statement at any time. 2. You agree that We will not send You confirmations for transactions in money market mutual funds and that all money market mutual fund transactions(including purchases,redemptions,dividends and dividend reinvestments)will appear on Your periodic account statements. 3. WFS may deal with any or all of the individuals identified in the certification above as though it were dealing with the Client directly. 20091022-0001 Ltwel 4 Client Agreement-WFS FR-no8•Legal_aD. 2 4. All instructions given will be within Your legal powers,including any limitations under state law. WFS reserves the right to request from You any written investment objectives or policies to be supplied by You. g. In the event of any change in the identity or powers of persons identified in the certification above to act on Your behalf,You or Your designee shall notify Us in writing,which when received,shall be adequate to terminate the authorization of the person or persons previously authorized,and to authorize the person or persons thereby substituted. 6. All transactions are for Your account and at Your risk,and are subject to the laws and regulations as well as the custom and usage of the marketplace where effected. 7. You agree that WFS,in its discretion,can decline to accept orders for Your account,or may request additional information with respect to such orders prior to the execution thereof. We shall not be liable to You in the event that We decline to accept an order for Your account. 8. We may make services available from time to time that allow You to use the internet,telephone or other electronic means to receive required account documents,standard and customized account reports,market information and data,and other information. These services may also allow You to enter orders for the purchase and sale of securities for Your account.You agree to use the services in accordance with the general terms and conditions of the Commercial Electronic O ice@(CEOs')Online Access Agreement,the Terms of Use for CEO,and as set forth in all applications, agreements,instruments,rules,standards,policies,instructions and other documents and forms required to use CEO. You agree that We may terminate Your access to the CEO at any time and without notice to You if You do not comply with the CEO Access Agreement,Terms of Use for CEO,or any other requirements in effect from time to time.You also agree that We may terminate Your access to the CEO if You,in Our sole discretion,determine that You have abused or misused the services in any way. 9. In the event that You execute securities purchase or sale transactions through a third-party broker-dealer and request that We settle or clear such transactions on Your behalf,You agree to provide Us with all trade related information immediately upon execution of the transaction.You further agree that We may decline to settle or clear any trade in the event that sufficient funds or securities are not held in Your account. You also agree that We shall be under no obligation to loan securities or funds in connection with trades executed by You through third-party broker-dealers. io. You understand that unless You have designated another broker,bank or trust company to safe keep or carry Your securities,Your securities account will be carried by,and Your securities will be held in safekeeping by,Wells Fargo Securities,LLC("WFS"),a member of the NYSE,FINRA and the Securities Investor Protection Corporation(SIPC). You understand that SIPC covers Your securities held in safekeeping with WFS.As such,in the event of the insolvency or liquidation of WFS,customers are protected by SIPC against the loss of securities,up to a maximum of Sgoo,000 per customer,including a maximum of$ioo,000 for cash claims.You understand that SIPC does not provide any protection whatsoever against investment risk,including the loss of principal on an investment.The protection described above does not apply to securities held in safekeeping by a bank or trust company,You understand that You may obtain additional information about SIPC insurance,including the SIPC brochure,by calling SIPC at 202-371- 8300 or visiting the SIPC website at mm im-o . ii. You appoint WFS as Your agent for the purpose of carrying out Your directions with respect to the purchase and the sale of securities or other property. To carry out the duties herein,We are authorized to open and close brokerage accounts,place and withdraw orders,and take other steps as We may deem necessary or appropriate to settle transactions for Your account. 12.WFS is not a bank and is a separate corporate entity from its affiliated banks. Unless otherwise stated,the securities or other property sold,offered or recommended by WFS are not deposits,are not insured by the Federal Deposit Insurance Corporation,are not guaranteed by a bank affiliated with WFS,and are not otherwise an obligation or responsibility of any affiliated bank,and may involve investment risk and possible loss of principal.The obligations and commitments of WFS are not those of any affiliated bank and such bank is not responsible for securities sold or purchased by WFS.From time to time,a bank or a thrift affiliated with WFS may lend money to an issuer of securities underwritten or privately placed by WFS.The prospectus or other offering documents provided in connection with the underwriting or private placement will disclose to the extent required by applicable securities laws(i)the existence of any material lending relationship by an affiliate of WFS with such an issuer and GO whether the proceeds of an issuance of such securities will be used by the issuer to repay any outstanding indebtedness to any WFS affiliate. 13. You understand and agree that WFS may tape record any of Your telephone conversations with WFS. 20091022-0001 level4 Client Agreement-wFs FR-1io8-Legal,,.,,IN 3 14. The automated computer systems of WFS and its trading procedures for equity securities enable WFS,in those situations where You have not directed WFS otherwise,to route Your securities orders to market centers,including dealers,that,based on Our experience,are capable of providing Your securities orders best execution taking into account factors,such as,but not limited to,price,speed of execution,and the size of Your securities orders.Whenever possible,We route securities orders to dealers or market centers that provide executions that are better than the nationally displayed best bid and offer.We receive payment per share(or in some cases reciprocal order flow consideration)from dealers and credits against exchange fees in return for certain securities orders that we route or direct. 15. This Agreement will be governed by the laws of the State of New York,unless the applicable law of the state in which You are a municipality,public instrumentality or agency thereof,or other public entity requires otherwise,and in such case its laws shall apply. All transactions for Your account are subject to all applicable federal,state,governmental agency,self-regulatory organization,exchange,market and clearing house laws,rules and regulations. rb. This agreement contains a pre-dispute arbitration clause.By signing an arbitration agreement the parties agree as follows: a. All parties to this agreement are giving up the right to sue each other in court,including the right to a trial by jury,except as provided by the rules of the arbitration forum in which a claim is filed. b. Arbitration awards are generally final and binding;a party's ability to have a court reverse or modify an arbitration award is very limited. c. The ability of the parties to obtain documents,witness statements and other discovery is generally more limited in arbitration than in court proceedings. d. The arbitrators do not have to explain the reason(s)for their award. e. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. f. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration.In some cases,a claim that is ineligible for arbitration may be brought in court. g. The rules of the arbitration forum in which the claim is filed,and any amendments thereto,shall be incorporated into this agreement. We agree that any claim,dispute or controversy arising out of or relating directly or indirectly to(a) our relationship with WFS(b)this Agreement or any other agreement we have entered into with WFS or any alleged breach of any such agreement(c)any investment by us under this Agreement or under any other agreement entered into with WFS or any investment by us made with,by or through WFS or (d)any transaction of any kind executed by,through or with WFS,its officers,directors,agents, employees or affiliates shall be settled by arbitration pursuant to the Federal Arbitration Act and in accordance with the rules,then in effect,of FINRA.Notice preliminary to,in conjunction with or incident to arbitration may be sent to us by mail and personal service is hereby waived. Judgment upon any award rendered by the arbitrators may be entered in any Court having jurisdiction and each party agrees to submit itself and its personal representatives to the jurisdiction of that court. No person shall bring a putative or certified class action to arbitration,nor seek to enforce any pre. dispute arbitration agreement against any person who has initiated in court a putative class action;or who is a member of a putative class action who has not opted out of the class with respect to any claims encompassed by the putative class action,until: a. the class certification is denied b. the class is decertified or c. the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. 17. WFS shall not be liable for any loss or delay caused directly or indirectly by war,natural disaster,government restrictions,exchange or market pilings,suspension of trading,strikes,mail delays,equipment failures, telecommunications or computer hardware or software failures not attributable to Our willful misconduct or negligence,or other conditions that are beyond the control of WFS. 20091022-0001 LMA 4 Client Agre awnt-wFs FR-noa.Legal m. 4 18. If any provision or condition of this Agreement shall be held to be invalid or unenforceable by any court,or regulatory or self-regulatory agency or organization,such invalidity or unenforceability shall attach only to the provision or condition found invalid or unenforceable. The validity of the remaining provisions or conditions shall not be affected thereby and this Agreement shall be carried out as if the invalid or unenforceable provision(s)or condition(s)were not contained herein.We may amend this Agreement at any time in any respect,effective upon notice to You.You may not amend this Agreement,and no provision or condition of this Agreement maybe waived,altered or modified except in a writing executed by an authorized official of WFS or an amendment by Us pursuant to the foregoing sentence.This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.We may assign certain or all duties hereunder to affiliates after determining that such affiliates have the authority and the capability of carrying out the obligations with respect to Your account. Subject to the foregoing provisions,You may terminate this Agreement upon 6o days written notice to Us at the address set forth below.. ig. Unless and until WFS receives notice of any change in Your mailing address or telephone number,WFS may send You notices regarding Your account(s)to the last address shown on Our account records. Please address any correspondence regarding documentation to: Wells Fargo Securities,LLC MAC N9303-O50 6og end Ave S 5th Floor Minneapolis,MN 55402-1916 Important information about opening an Account with Wells Fargo Securities,LLC: To help the government fight the funding of terrorism and money laundering activities,U.S.federal law requires financial institutions to obtain,verify and record information that identifies all parties defined as a"customer`as well as,in certain cases,individuals or entities that have control over or are associated with an account. What this means for You:At account opening,Wells Fargo Securities,LLC will collect,verify and record certain identifying information.If You are opening an account for an institution,We will ask for its name,address,taxpayer identification number,affiliations and ownership.We may ask to see certified articles of incorporation or other identifying documents for the entity.Additionally,We may request identifying information for the individuals or entities that have control over or are associated with an account. 20092022-0001 I e Tl 4 Client Agreement-WFS FR-uoS-L&gai_tD. S