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HomeMy WebLinkAbout1997-304ORDINANCE NO "/ -30 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON DESIGNATING A DEPOSITORY FOR CITY FUNDS FOR A TERM BEGINNING DECEMBER 1, 1997 AND ENDING NOVEMBER 30, 1999, AUTHORIZING THE MAYOR TO EXECUTE A DEPOSITORY CONTRACT WITH TEXAS BANK AS THE PRIMARY DEPOSITORY, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City of Denton has notified all the banking institutions within the City of its intent to receive bid applications for the custody of City funds for a term beginning October 1, 1997, and ending on September 30, 1999 in accordance with the requirements of Section 105 012 of the Local Government Code, and WHEREAS, the City of Denton has received a bid application from a banking institution desiring to be designated as the primary depository for both operations and payroll accounts and standard banking services as requested in the proposal, and WHEREAS, after such opening, the City Council found, on the basis of the bid application, that Texas Bank has submitted the application offering the most favorable terms and conditions to the City for the handling of such funds, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS SECTION I That Texas Bank is hereby selected and designated as the primary depository for operations and payroll accounts and banking services beginning December 1, 1997, and ending November 30, 1999 The Mayor, or in his absence, the Mayor Pro Tem, is authorized to execute a depository contract with Texas Bank SECTION 11 That the contract with said depository having its office and place of business in the City of Denton, Texas, shall be attached hereto and made a part hereof, and the same is hereby in all things accepted SECTION III That the following officials, Ted Benavides, City Manager, Rick Svehla, Deputy City Manager, Kathy DuBose, Assistant City Manager for Finance, and Diana Ortiz, Director of Fiscal Operations, are hereby authorized to transact business with the above listed institutions regarding daily banking transactions or investments for the City of Denton SECTION IV_ That the City Manager is authorized to make the expenditure of funds and fees as indicated in the attached contracts and proposals S TC ION V That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the � day of �Mfi &r— , 1997 ATTEST; JENNIFER WALTERS, CITY SECRETARY BY AP VED A TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY e \docs\ord\depository ordinance JACK MILLER, MAYOR /,,4 A %, Page 2 DATE OCTOBER 21, 1997 thlasillIN141 TO Mayor and Members of the City Council FROM Kathy DuBose, Assistant City Manager of Finance SUBJECT BID # 2071-- DEPOSITORY AGREEMENT VI : Staff recommends this bid be awarded to the lowest bidder, Texas Bank, as listed on Exhibit attached to the ordinance The estimated annualized amount is $ 38,503 00 per year Investment Committee recommends approval $ITMMARY. This bid is to acquire a bank depository for public funds from eligible financial institutions The agreement will not cover any investment transaction activities other than safekeeping services and possible purchase of certificates of deposit within a predefined limit The City plans to manage its own investment portfolio The contract period will be for two years beginning December 1, 1997 and ending November 30, 1999 The primary objectives of the depository agreement are • To employ a Bank that is both capable of providing banking services and willing to be attentive to the City's money matters, • To maxunize the total dollars earned b the City on invested monies in order to be prudent and effective custodians of the taxpayers' financial resources, • To maintain a good working relationship with the depository Bank, and • To adequately compensate the depository Bank for services provided to the City and to allow a reasonable profit to be earned, subject to competitive forces in the marketplace • To fully comply with the requirements of Texas Local Government Code Chapter 105, as amended, and Chapter 252 as amended Exlubit A (the tabulation sheet) indicates the specific services and the amount charged for each service The actual usage of the individual services will vary creating a variance in the annual total expenditure This will reflect a substantial amount of savings for the City This is the first time in several years that competition has presented itself for the bank depository bid The changing of accounts is a significant action and a very complete evaluation has been performed prior to presenting our recommendation to Council First State Bank has extended the current contract for 60 days while the evaluation was completed and while the transition is in process The costs involved in changing bank accounts has also been considered They include acquiring checks, deposit slips, endorsement stamps, lockable bags, staff time involved in reconciling new accounts at two banks during the transition, and, coordinating all courier services A presentation has been made to the Investment Committee and they concur with this recommendation Bids were solicited from all local banks PROGRAMS DEPARTMENTS OR GROUPS AFFECTED Finance Department, Treasury Division CITY COUNCIL REPORT OCTOBER 21, 1997 PAGE 2 OF 2 FISCAL IMPACT• Payments of deppository agreement charges will be taken from budget funds in the Treasury Division account # 100-042-024M-8935 Attachment Tabulation Sheet Contract Pledge Agreement Proposal Approved ame Tom aw, Title Purchasing Agent 943 AGENDA Cl Respectfully submitted at o Assistan Manager of Finance s /.2 IR Law mn MM -§) k \ akƒ/ t, Koko ) ) kGj // d00/mom §¢ &&//�) [_/ �m�§§J2 ID -�r222 . o�%to=S�2_®`zac=E2c. 2&&+±§Itk±a77�££»&%k-o\2-0 'n § Ca�=o- > E=oa-o- 0 o eƒ885D«\)abEEa{§[kcoC' G»{)t J�§§±E0)5,a E\k\$72\2S�#°S{7§{ am))3a§E(D0 G0 ƒLLLL< \/,7f\ƒ3 k / # q \ / } 0 d U. o d LL N M N LL � c W d 0 LL Nd P2a dy. 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��Uina °0 3 �� E¢iAU m=o cc ¢Nw��LLIn m¢o UOU N ti I DEPOSITORY CONTRACT STATE OF TEXAS § § COUNTY OF DENTON § ARTICLE I Texas Bank, hereinafter referred to as "Depository" at 729 Ft Worth Drive, Denton, Denton County, Texas 76201, a bank located in the State of Texas and the deposits of which are insured by the Federal Deposit Insurance Corporation, was duly selected in compliance with the terms and provisions of Tex Loc Govt Code §131 903 and Tex Tax Code 6 09, by the City Council of the C Yy of Denton located in Denton County, Texas hereinafter referred to as "City" to serve as the dpository of the funds of City The action of the City Council was duly taken and the Depository is to serve pursuant to this contract for a period of two years, beginning December 1, 1997 and ending November 30, 1999, and until its successor shall have been duly selected and qualified thereafter, unless sooner terminated by Depository's failure to adhere to all requirements of this contract ARTICLE II AThe Depository shall pledge to the City and deposit in safekeeping and trust with another bank acceptable to the City approved securities as defined or referred to in Texas Local Govern ent Code 105 031 and the Collateral for Public Funds Act, Chapter Act, Chapter 2257 of the T� as Government Code, in an amount of market value sufficiently adequate to protect all funds of City on deposit with Depository during the terms of this contract, but not less than that required � Oy Chapter 105 of the Texas Local Government Code, §2257 022 of the Texas Govern Code, the City's investment Policy, and all other applicable laws and Depository shall execute the Depository Pledge Agreement attached to this contract as Exhibit "A" and made a part hereof as if written word for word herein All deposits, including accrued intetest, are to be fully collateralized in accordance with the above terms Depository will be responsible for dete ming daily if the collateral is sufficient in accordance with this contract, the Depositories for Municipal Funds Act, the Collateral for Public Funds Act and all other laws Pledged securities will be listed as an addendum to the Depository Contract in Exhibit "A" Pledged securitieswill be held by the Federal Reserve Bank in joint custody with the City and the Depc sitory Provided further that V The approved securities shall be of the kind defined or referred to in Texas Local Government Code 105 031 and acceptable to the City, and the amount pledged shall be in a total market value as directed at any time by the City Council in accordance with standards acceptable to the City Council and as required by applicable laws 21 The conditions of the pledge of approved securities required by this contract are that the Dep sitory shall credit the account(s) of City with the full amount or all State of Texas Warrant presented to Depository for the account of the City no later than the banking day next followinthe day of Depository's receipt of such warrants, that Depository shall faithfully perform Il duties and obligations devolving upon Depository by law and this contract, including specific I the duty to collect with diligence checks, drafts, and demands for money deposited with Deto�sitory, pay upon presentation all checks or drafts drawn on order of the City in accordsgce with its orders duly entered according to the laws of Texas, pay any time deposit or certificate of deposit of City in Depository upon maturity or after the period of notice required, and fait oily keep, account for as required by law, and faithfully pay over, at maturity or on demand, as City may elect, to any successor depository all balances of funds the City then has on deposit with Depository 3 The pledge of approved securities required by this contract shall be a continuing pledge, leasing only upon the later of the termination of this contract or the fulfillment by Depository of all of its duties and obligation arising out of this contract, (and a continuing security interest in favor of City shall attach immediately upon any such pledge to all proceeds of sale and to all substitutions, replacements, and exchanges of such securities, and in no event shall such continuing security interest be voided by any act of Depository), but notwithstanding the m ' Depository shall have the right, with the consent City, to purchase and sell and forego substitut or replace, any and all of the approved securities pledged pursuant to this contract with other ap roved securities, provided that all of the other conditions of this contract are adhered to by Depo story, and such pledge shall be in addition to all other remedies available in law to City 41 This contract shall become binding upon City and Depository only upon approval by the City Council of the contract and the proposal attached hereto To the extent of conflict, if any there�be, between this contract and the proposal, the terms of this contract shall control 5 Upon execution, Depository shall immediately furnish or cause to be furnished to City original a d valid safekeeping or trust receipts issued by the bank holding the approved securities pledged rursuant to this contract, marked by the holding bank on their face to show the pledge and mark n value as required above, and City shall promptly furnish two executed copies of this contract, )hotocopies of all such receipts, and photocopies of new receipts for substitutions and additions and written notice of deletion, when made, to Depository 6 1 On the execution date of this Depository Contract the depository bank agrees to pledge any amount that is equal to funds anticipated to be on deposit from day to day I 7 Any closing or failure of Depository, or any event deemed by City to constitute a closing or failure of Depository, shall be deemed to have vested full title to all approved securities pledged pursuant to this Depository Contract in City, and City is hereby empowered to take possession of and sell any and all of such pledged approved securities, to the extent not forbidden; by law, whether in safekeeping at another bank or in possession of City, and City is specifically so empowered by Depository 8 Depository agrees that it will act, and the City hereby designates Depository as its primary qepository, with both parties agreeing that all funds herein shall be deposited and invested in compliance with all applicable local, state, and federal laws including, but not limited to, the Depository for Municipal Funds Act, Chapter 105, §105 001-105 092 of the Texas , i I � Page Government Code(V A T C S ), the Collateral for Public Funds Act, Chapter 2257, §2257 001- 2257 083 of the Texas Government Code (V A T C S ), the Public Funds Investment Act, Chapters 2256, §2256 001-2256 104 of the Texas Government Code (V A T C S ), the City Charter �d Code of Ordinances of the City of Denton, Texas as amended, and the Investment Policy adopted by the City It is also the intention of the parties hereto, in conformance with the above-tigentioned laws, that the City shall remain at maximum flexibility to invest its funds prudentl� to earn the highest rate of return consistent with the City's Investment Policy and all other applicable requirements of the law 9 Depository shall, in return for the City depositing its funds in the Depository, provide professi nal banking services as an independent contractor for the charges as set forth in the Depository's proposal dated August 25, 1997, which proposal is attached hereto as Exhibit "B" and made a part of this contract for all purposes 10 Depository shall perform all those banking services set forth in Exhibit "A", its proposall attached hereto as Exhibit "B", the Bid #2071 — Request for Application for Bank Depository, which is attached hereto as Exhibit "C" and made a part of this contract for all purposes, and Exhibit "D", Cash Management Contract, which is also attached hereto and made a part h�reof for all purposes In case of conflicts between this depository contract and the aforementioned exhibits or in case of a conflict between such exhibits, the conflict will be resolved Ias follows First, this depository contract controls overall exhibits, second, Exhibit "A" controls ,over Exhibits "B", "C", and "D", third, Exhibit "C" controls over Exhibits "B" and "D", and fourth, Exhibit "D" controls over Exhibit "B" ARTICLE III Subsequent to the execution date of tits contract, should the amount of deposit exceed that which is initiall� pledged, said amount will be increased, and the safekeeping receipts of the additional securities will be provided in accordance with Paragraph A(5) of Article II herein ARTICLE IV This contract shall be non-exclusive and the City reserves the right to designate secondary or additional depositories and to, if necessary, enter into Depository Agreements for other City funds w4h other banks in Denton County or adjacent counties whenever the interests of the City may demand The City also reserves the right to contract with other financial institutions under separate lcontract if the City determines that additional financial services are necessary in the administration, collection, investment, and/or transfer of municipal funds ARTICLE V Depository and its officers and employees performing services hereunder agree that in the perform nce of these professional services, they shall be responsible to the level of competency and shah use the same degree of skill and care as presently maintained by other practicing professionals performing the same or similar types of work in the State of Texas Page 3 ARTICLE VI Deposito shall indemnify and hold harmless the City, its officers, agents, and employees from loss, dam ge, liability, or expenses on account of any claims, damages, or injuries, whatsoever to all persons including employees of Depository and City, which may arise from any negligence, error, or mission in the performance of this contract on the part of Depository or any breach of their obligations or duties under this contract, and shall defend, at its own expense, any suits or other proceedings brought against the City, its officers, agents, and employees, and shall pay any expenses to satisfy all judgments which may be incurred or rendered against them or the City ARTICLE VII I All exhibits attached to this contract are considered to be integral parts of same, and Depository will fully comply with the terms and conditions of same ARTICLE VIII For purposes of determining venue and the law governing this contract, services performed under this contract are performed in the City and County of Denton, Texas Any dispute regarding this contract shall be decided and settled in a court of competent jurisdiction sitting in Denton County, Texas ARTICLE IX This contract may be executed in any number of counterparts, and each such counterpart shall be deemed fall purposes to have the same effect as if all parties to this contract had signed one and the sahte signature page of this contract II ARTICLE X The City and Depository shall, as a matter of nght without necessity of default on the part of City or Depository, terminate this contract at any time by giving the City or Depository, terminate this contract at any time by giving the City or Depository ninety (90) days prior notice in writing I Should Depository default in any of its obligations to City under this contract, City shall give (Depository notice of default in writing, and Depository shall have thirty (30) days from receipt of the notice to correct the default If Depository fails to remedy default within this time, Citat its sole option, may cancel tlus contract and Depository shall be fully responsible to pay City any and all damages caused by its default Depository shall be paid for all services satisfactorily performed in accordance with this contract up to date of any termination hereunder Depository's filing of a petition in bankruptcy or being declared insolvent by a federal bank regulatory i agency shall be considered a material breach of this contract Nothing herein shall deprive City of any other remedies in law and equity to enforce the terms, conditions, and obligation of this contract including, but not limited to, instituting suit for damages or, in the altemattve� specific performance of this contract Page 4 ARTICLE XI All notices required under this contract must be given by certified mail or registered mad, addressed to the proper party, at the following addresses CITY DEPOSITORY Ted Benavides, City Manager Texas Bank City of Denton Cathy Frazier 215 E Mr.Kmney Assistant V P -Business Development Denton, Texas 76201 729 Ft Worth Drive Denton, Texas 76201 i Either party may change the address to which nonce is sent by giving the other party notice of the new address in the manner provided in this section ARTICLE XII Depository shall not assign any interest in this contract and shall not transfer any interest in this contract (whether by assignment, novat►on, or otherwise) without the prior written consent of the City there�o ARTICLE XIII This contract shall be binding upon and enure to the effect of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this contract ARTICLE XIV This contract and the attached exhibits constitute and express the entire agreement between the parties and shall not be amended or modified except by written instrument signed by both parties ARTICLE XV Depository hereby does represent to the City that its officer or officers who have executed this contract h ve full and complete capacity and authority to execute a binding Depository Contract which is effective, for all purposes, as to all services to be provided and all terms and obligations under this contract ARTICLE XVI This contract is executed by the City and the Depository in three copies, all of which shall be deemed orilgmals Page 5 AGREE AND ACCEPTED on behalf of Depository this the zI day of OCTOBER 1997 CITY OF DENTON By Name (Print) TED BENAVIDES Title CITY MANAGER Address City of Denton 215 E. McKinney T)Pntnn Texas 76201 ATTEST JENNIFER WALTERS, CITY SECRETARY BY AP `IED AlTO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY TEXAS BANK By Gwe.�Date AUTHORIZED SIGNATURE Name(Print) �5K/EN Ch11GK Title CHIEF iNANC40rL C)P-4FICCK Page 6 ORDINANCE EXHIBIT i EXHIBIT B DEPOSITORY PLEDGE AGREEMENT -18- Exhibit B DEPOSITORY PLEDGE AGREEMENT Whereas, City of Denton (hereinafter called "Depositor") has selected �" ttS 94L a beak chartered by the State of Texas, (hereinafter called the "Bank"), as a depository for certain of its Rinds in demand deposits and/or interest -bearing ume deposits entitled as follows Account Name (s) Employee Claims Account Operating Account Utility Sinking Fund Payroll Account Rehabilitation Commission Transportation Grant CDBG Commercial Development Block Grant Control Concentration claud Seaurtty-Aaaeuaa—• Industrial Development Authority Denton Retirement & Nursing Center Finance Authority RscutC.�R C4eew4* k a:= Type of Account Public Funds Checking Public Funds Checking Public Funds Checking Public Funds Checking Public Funds Checking Public Funds Checking Public Funds Checking Public Funds NOW Checking Market ket Public Funds Checking Public Funds Checking Publ*&X4ud&.4Ucking and such additional accounts as Depositor may from time to time designate, and the Bank desires to be the depository of such funds; and WHEREAS, any and all cash balances in any funds deposited with the Bank must be continuously secured by a valid pledge to Depositor of certain securities (being herein called the "Approved Securities") Approved Securities shall mean all securities which under the laws of the State of Texas, can be used to secure the deposits of Depositor The aggregate market value of the Approved Securities shall be at all times be, exclusive of accrued interest, equal to or in excess of the total tins of Depositor on deposit with die Bank, to the extent that said funds are not insured by the Federal Deposit Insurance Corporation NOW, THEREFORE, for value received and in consideration of the mumal promises and covenants herein contained, Depositor and the Bank agree as follows Depositor deposits shall be secureg and Bgank perebyggrrants a security interest to Depositor in all Approved Securities held in safekeeping at W (tie "Safekeeping Insutution") Except as provided in paragraph 6 of such Approved Securities shall be subject only to the joint instrucuons of both (a) authorized individuals appointed by Depositor, and (b) specifically authorized officers of the Bank The Depositor shall provide to the Bank written notice and specimen signatures of authorized representatives of Depositor on Addendum A of this document for the purpose hereof, and thereafter written notice of the removal from or addition to the exisung names of such authorized representauves The Bank shall provide to the Board of Directors of Depositor or its authorized representatives written notice and specimen signatures of authorized officers of the Bank on Addendum B of this document for the purposes hereof, and thereafter written nonce of addition to or removal from the existing list of names of such officers Addendum A and B are attached to and made a part of this agreement as if written word for word herein eeeathC l of 8 2 The Bank may make additions to or substitutions of Approved Securities from nine to time and may withdraw excess Approved Securities, with the amount and character of the new and/or remaiamg securities to be subject to the approval of Depositor If the Approved Securities, so proposed for substitution are of the kind, character amount and value required by law, such substitution shall be permitted If approved, the substituted Approved Securities shall thereafter be subject to all the terms and conditions of this Pledge Agreement as fully as if originally incorporated herein 3 Contemporaneously with the execution of this agreement and at the time of the substitution or release of any of the Approved Securities, the Bank shall execute and deliver to Depositor a Memorandum describing the Approved Securities deposited to or withdrawn from the securities held pursuant to this Agreement 4 The Bank shall not be obligated to accept interest bearing time deposits of Depositor in excess of $20,000,000 (twenty million dollars), but may choose to accept such deposits at its discretion 5 The Bank shall faithfully do and perform all of the dunes and obligations required by the laws of the State of Texas for depositories of Depositor, and shall upon presentation pay all checks drawn on it by the dulv authorized representatives of Depositor against collected funds of Depositor on demand deposit, and shall at the expiration of the term for which it has been chosen as depository of Depositor turn over to its successor all funds, property and things of value coming into its hands as depository 6 Upon default of any of the Bank's obligations hereunder or upon insolvency of the Bank or upon the appointment of a receiver of the Bank and at say nine thereafter, Depositor may sell at public or private sale die Approved Securities or any part thereof and apply the proceeds of such sale to the sausfaction of any indebtedness caused by virtue of said default This right is in addition to other remedies which Depositor may have under this agreement and without prejudice to its rights to maintain any suit in any court for redress of injuries sustained by the Depositor under this Agreement 7 The Safekeeping Institution named herein hereby agrees to hold all Approved Securities deposited with it pursuant to the terms of this Agreement and to deliver them in accordance with the terms hereof Additionally Safekeeping Institution agrees to serve as collateral agent for Depositor to the extent necessary to allow Depositor to perfect its security interest granted herein in the Approved Securities 8 This agreement may be terminated by either the Bank, Depositor or the Safekeeping Institution by giving shirt% (30) days prior written notice to the other parties, by giving notice to the following persons at the following addresses Depositor City of Denton, Texas Teodoro Benavides, City Manager 215 East McKinney Denton, Texas 76201 9 All applicable provisions and requirements of the laws of the State of Texas governing depositories for Depositor shall be a part of this Agreement 10 The validity, operation, and performance of this Agreement shall be governed and controlled by the laws of the State of Texas, and the terms and conditions of this Agreement shall be construed and interpreted in accordance with the laws of this State Venue for any proceeding brought for any breach of this Agreement shall be in Denton County, Texas ATTEST DEPOSITOR BY CITY 0 - TON, TEXAS NAME ers TITLE ec BY NAMiller E TITLE a k UAO3 BC 2 of 8 BANK ATTEST ATTEST BY NAME APPROVED AS TO LEGAL FORM HERBERT C PROUTY, CITY ATTORNEY BY MA0319C 3 of 8 BANK TexasBank A Banc Chartered by the gState 'of Texas BY 6uolc�Awu NAME Gwen Chick TITLE t Pn & Rarrotarji SAFEKEEPING INSTITUTION A Bank Chartered by the State of Texas BY NAME TITLE ADDENDUM A p The tollowtng designated individuals are authorized reEregen oves mpowered t direct I P���{_5 9G.� L a bank chartered by the State of Texas ("Bank") and 'Ne d e � Q k _ ("Safekeeping Institution ) selected under Item 1 or the Depository Pledge Agreement to regard to collateral pledges releases and substitutions to the joint safekeeping account Such pledges releases and substitutions shall follow procedures set forth to the Deposuory Pledge Agreement Name and Title ACCEPTED NAME _ TITLE ar.n 4 4 of 9 ADDENDUM B a bank charteredby the State of Texas (Us*") has destgn�ted die followtn ffi ocers as specifically authorized to instruct City of Denton ("Depositor") and �.e- 10,2 . ("Safekeeping Institution") selected under Item I of the Depository Pledge Agreement in regard to collateral pledges releases and substitutions in the join safekeeping account Such pledges, releases and substitutions shall follow procedures set forth to the Depository Pledge Agreement Authorized Officer's Signature n 03 eC 5 of 8 Name and Title C'7`a, Cl, , L , C Le vn. a►,- �In h TAC ki 0, 1%r-e _1Dcwlz.tie, :1� less Asr,. V,rL %eS. CERTIFICATE OF SECRETARY OF -` mB-sBmeR-LvAN-etND DmeouNTico1DIM1TiEE"or BOARD OF DIRECTORS OF TexasBank A BANK CHARTERED BY THE STATE OF TEXAS Board of Directors The undersigned, being the duly appointed Secretary of the Senior- ) ean-ea-0es Lean-(W s -1COMMMax)-of TexaBank , a bank chartered by the State of Texas (the "Bank"), hereb% certifies that (1) In accordance with the authority granted to it by the Board of Directors of the Bank, on October 22, 1997 the Committee approved the pledge of collateral, as required by the depository contract with die City of Denton ("the City"), to secure the Bank's obligations with respect to deposits maintained at the Bank by the City (2) The Committee approval has not been amended, modified or repealed in any respect and is in full force and effect on the date hereof, and Board (3) The minutes of the Eommtttev meeting held on Oct 22 1997, will be maintained as part of the permanent records of the Bank Date (I-/7-4.*1 6of8 BY t+lLurvt EiYW�1t NAME wen is TITLE CFO & Secretary CERTIFICATE OF SECRETARY OF THE BOARD OF DIRECTORS OF TexasBank A BANK CHARTERED BY THE STATE OF TEXAS TexasBank Weather €ordThe undersigned, being the duly elected Secretary of the Board of Directors (the "Board") oEFirst•StatrBanie— of i�>emrnr, Texas, a bank chartered by the State of Texas, hereby certifies that attached hereto is a true and correct copy of a resolution of the Board adopted at a meeting held on October 22 , 1997, and such resolution has not been amended, modified, or repealed in any respect, and is in fall force and effect on the date hereof Date I I—l i-9 "I 7of8 BY NAME Gwen Cnick TITLE CFO & Secretary RESOLUTION GRANTING CERTAIN CORPORATE AUTHORITY TO LOAN AND DISCOUNT COMMITTEE Bqa d of Directors RESOLVED, that the S�emorrboatrandHtacoam£ommm99 s hereby granted the corporate authority to approve on behalf of TeRasBank ("BANK") such security agreements and other agreements related to the deposit of hands to this BANK by any governmentalenuty as such SantoF6oan 4hoo uaFC-oxtxnttershall deem to the best interests of this BANK from time to time Board of Directors 8of8 ORDINANCE EXHIBIT B DEPOSITORY AGREEMENT REQUEST FOR PROPOSAL CITY OF DENTON, TEXAS AUGUST 1997 BID # 2071 OPENING DATE: AUGUST 26, 1997 NOTICE TO BIDDERS Sealed bid, proposals will be received by the City of Denton, Texas at the office of the Purchasing Agent prior to 2 00 p in August 26, 1997 then publicly opened to purchase the following listed items as per bid instructions and specifications BID # 2071 - REQUEST FOR APPLICATION FOR BANK DEPOSITORY SERVICES Qualified prospective bidders may obtain copies of the bid invitation with information to bidders, bid proposals, plans and/or specifications at the office of the Purchasing Agent, located at 901-B Texas Street, Denton, Texas in the Purchasing/Warehouse portion of the Service Center complex The City of Denton, Texas reserves the right to reject any and all bids and to waive defects in bids No officer or employee of the City of Denton shall have a financial interest, direct or indirect, m any contract with the City of Denton Minority and small business vendors or contractors encouraged to bid on any and all City of Denton projects CITY OF DENTON (940) 349�7100 TOM D $HAW, C P M PURCHASING AGENT This advertisement to run August 6, and August 13, 1997 TABLE OF CONTENTS I Introduction II Calendar of Events III Criteria for Evaluation IV Bank Questionnaire V Account Descriptions A General B Services and Fees C Automatic Payroll Deposit D Sweep Accounts and Money Market Fund E Automattce Teller Machines F Payment for Services G Collected Funds Definition H Super NOW Rates I Other Services VI VII VIII IX KI XI XII Exhibit A Exhibit B Exhibit C Overdrafts A Definition B Terms C Account Balances D Bank Statements E Right to Audit Records F Financial Reports G Term of the Agreement H Investment Extension Period I Bank Failure Proposal Instructions A Date, Time, Location B Response to the Bid C Additional Information D Right to Reject Bids Other Miscellaneous A Periodic Review B City Council Action C Bid Advertisement D Designation of Individuals Subimssion Checklist Alternate Bid-Lockbox Services Depository Contract Depository Pledge Agreement Cash Management Contract of Deposit PAGE 1 2 2 3 3 3 4 6 6 7 7 7 7 7 7 7 8 8 8 9 9 9 9 9 9 9 9 10 10 10 10 10 10 10 10 10 10 11 11 11 11 11 11 11 11 11 11 iF] 12 ME] MV 27 I. INTRODUCTION The City of Denton is seeking applications from eligible financial institutions ("Bank") to be the banking services depository for public funds of the City This agreement will not cover any investment transaction activities other than safekeeping services and possible purchase of certificates of deposit within a pre-defiped limit The City plans to manage its own investment portfolio The contract period will be two years, beginning October 1, 1997 and ending September 30, 1999 At the outset, the City wishes to communicate the prmuuy objectives of the depository agreement, an important component of the overall treasury and debt management program of the City of Denton o To seek a Bank that is both capable of providing banking services and willing to be attentive to the City's money matters, o To maximize the total dollars earned by the City on invested monies in order to be prudent and effective custodians of the taxpayers' financial resources, o To maintain a good working relationship with the depository Bank, and o To adequately compensate the depository Bank for services provided to the City and to allow a reasonable profit to be earned, subject to competitive forces in the market place o To fully comply with the requirements of Texas Local Government Code Chapter 105, as amended This Request for Proposal (Bid) is intended to serve as the proposal form for the depository agreement There are several blanks to fill in and questions to be answered Any alterations, changes, or deletions to this Bid may be reason for the City to disregard and reject the proposal Any terms in this Request for Proposal which are in conflict with Chapter 105, as amended, of the Texas Local Government Code shall be deemed superseded by such chapter Conflicts discovered between this RFP and state law by a bidder should be noted in such bidder's proposal form Bidders will be required, if awarded the depository agreement bid, to execute the documents attached as Exhibits A, B. and C unless bidders note in their bid exceptions to the terminology in such exhibits City will disregard any exceptions which conflict with Chapter 105 referenced above All points outlined and materials requested will be incorporated into the bidder's reply to be considered for evaluation Attachments will be appropriate in order to answer some of the enclosed questions Questions regarding this Bid may be addressed to Purchasing Agent, c/o City of Denton - Purchasing Department, 901 B Texas St , Denton, TX 76201, FAX 940/349-7302 H. CALENDAR OF EVENTS 1. 117 0- -, . August 4, 1997 Bid sent to all banks located in Denton and those outside the city limits that requested a copy August 6-13, 1997 Advertise Bank depository notice in local newspaper August 26, 1997 Receive proposals from interested banks September 2, 1997 Review recommendation with the Investment Committee September 9, 1997 City Council to award contract October 1, 1997 New Bank depository contract period begins III. CRITERIA FOR EVALUATION The City staff will review the submitted proposals carefully The recommendations will be based on the proposal determined to be best on behalf of the City and the taxpayers The following areas will be considered in the evaluation of the proposals CRITERIA • Ability to perform the requested services • Agreement to points outlined in this Bid and Contract • Cost of banking services • Rates paid on Super NOW accounts • Financial stability of the Bank • Safekeeping agreements accepted • Quality of all reports requested 2 WEIGHTED PERCENTAGE 30 % IV. BANK QUESTIONNAIRE The Bank is requested to thoroughly answer the following questions Additional pages may be appended if space is inadequate How is the bank chartered? What percent of current loans are classified as non-performing9 Does the Bank have any significant problems noted by regulatory agencies in the past twenty-four months? If "yes", please explain 4 Indicate the Bank's capital to assets ratio for the last five years 5 What was the Bank's 1996 return on assets (ROA)? 6 Attach copies of the Bank's most recent FDIC U( PBR) call reports V. ACCOUNT A General The City intends to establish the following Bank accounts Employees Claims Account Zero -Balance Account Operating Account Zero -Balance Account Sinking Account Zero -Balance Account Payroll Account Zero -Balance Account Industrial Development Authority Super Now Rehab Account Zero -Balance Account Concentration Account Super Now Insurance Account Zero -Balance Account Electric Distribution Account Zero -Balance Account Clordie Account Super Now CDBG Account Zero -Balance Account Contractual Obligation Super Now Ray Roberts Lake Account Super Now Public Properties Super Now Security Account Super Now The City reserves the right to open or close any number or type of accounts throughout the period if necessary although no changes are anticipated The services which should be made available to the City include but are not lin ted to the following FEE CHARGED/ ESTIMATED PER UNIT VOLUME TOTAL MONTHLY CHARGE DESCRIPTION OF SERVICE 1 16 accounts Account Maintenance 2 16 accounts a) First original bank statement per account 20/month b) Balance inquiries by phone 20/month c) Balance reporting (daily computer reporting system which lists previous and current day balances, debits, credits, averages, and check presentments for all accounts) 3 80/month Deposit tickets (credit posting) 4 25,000/month Items deposited (encoding) 5 3,500/month Checks Paid (debit posting) 1,700/month a) Payroll checks 1,800/month b) General disbursement checks 50/month c) Other debit posting 6 60/month Wire services 20/month a) Incoming transfers 40/month b) Outgoing (excludes activities in safekeeping account) 25/month 1) Repetitive by computer 5/month 2) Repetitive by phone 5/month 3) Free -form by computer 5/month 4) Free -form by phone 15/month 5) ACH transfers 7 5/month Stop payment request 3/month a) Written request 2/month b) Automated request by terminal 8 5 boxes of Coin wrappers furnished type/ each coin month 9 130 books/mo Deposit slips printed 4 TOTAL FEE CHARGED/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 10 3 bags/year Large vault cash bags 11 35 bags/year Plastic drawstring check bags 12 1/box Safe deposit boxes (1Ox10) 13 4 bra /month Research hours 14 $300,000 on Cost of collateral pledged by the average for 15 bank (quote cost per million accounts pledged) 15 1 account Controlled Disbursement service charge 16 9 account Zero balance automatic transfers 17 50/month a) Return items 120/month b) Return items recleared 2/month c) Return item telephone advice 18 15 accounts FDIC insurance cost 19 1 account Securities clearing and safekeeping a) Maintenance charge 13/month b) Receipts deposited 12/month c) Receipts withdrawal 2/month d) Coupon collections $90 million e) Safekeeping of assets, per receipt 8/month 0 Book -entry security transfers via Federal Reserve, per transaction 1/year g) Audit confirmations 20 Bi-weekly Fees for direct deposit services for payroll employees (950 employees, total payroll = $710,000) a) Tape charge b) ACH settlement c) Stop payment orders d) Credit/debit posting e) Other (list each specific charge) 5 NOTE 21 Cash Management System (See Exhibit C for terms and conditions) A Monthly base fee Normal Service 22 Automated Teller Machines (ATM), see Section E, page 7 A Included as pan of overall depository bid award Fee charged per unit _, Total monthly charge _, Fee charged per transaction _ B If awarded as a separate contractual agreement Fee charged per unit , Total monthly charge Fee charged per transaction 23 List any other applicable bank charges Udder a straight fee arrangement with the bank, analysis charges would be debited to the control concentration account and an analysis fee statement will be mailed to the City each month Under a compensating balance method, all accounts would be tied to a main account and collected balances would be maintained to offset service charges Also note, that estimated volume above are projections based on current annual volumes C Automatic Payroll Deposit is a service the City offers its 950 employees The bank would be required to produce bi-weekly payroll transfers from a magnetic tape furnished by the City in ACH format for transfer of funds directly to the employee bank, savings and loan, or credit union account Please state the bank's procedure for this service and list appropriate cut-off times that would apply The City's net payroll is approximately $710,000 each pay period State whether the bank would offer any type of special checking, money market or loan account for the City employees D Does the bank offer any type of sweep account where excess city funds could be invested at a higher rate overnight than in a Super Now account arrangement's Does the bank have money market funds consisung of treasuries, agencies, prime commercial paper, prime domestic bankers acceptances and collateralized or insured certificates of deposit, that the City could uulize daily as an investment alternative? If so, please explain the fand's parameters and interest earnings history or attach a separate prospecros E 6$wmated Teller Machines (ATM) The bank will install and maintain ATM units at the following locations o Municipal Budding, 215 E McKinney o Denton Municipal Complex, 601 E Hickory o City Hall West, 221 N Elm The City agrees to furnish a lighted, inside location and sufficient electrical power for each machine installation Note The City of Denton reserves the right to remove this section from consideration in the award process and to rebid an award under a separate cover F Payment for Services The City intends to pay for all account services provided by the Bank as set fourth in Section V B-E The method expected to be used for the payment of these services is the direct payment method The Bank should debit the appropriate account on a monthly basis The City will require an account analysis each month which will clearly show volume counts, fees charged, and total price for servicing the account The account analysis should also show average ledger balances, average uncollected funds, and average collected balances, interest rates and the amount of interest paid or credited to the account These fees are not subject to change for the length of this contract Please submit a sample of the monthly account analysis statement that will be provided to the City of Denton Safekeeping fees for the City's investments shall also be set up on an account analysis and paid monthly Please submit a sample of the safekeeping account analysis G Cpllected Funds Definmon The City desires in receive same day credit for all funds deposited by 3 00 p in The funds should be investable for any investment transactions that can be executed If not invested, the funds should earn interest at the rate being paid for Super NOW accounts Please attach proposed availability schedule Use a separate attachment if necessary H Super NOW Rates Pease provide a detailed explanation of the Bank's policy and methodology used in the setting of rates paid on Super NOW accounts Also, provide a schedule of all rates paid on Super NOW accounts since January 1, 1996 Specifically indicate if the rates are applied to ledger balances or collected balances indicate when the rates change and if they are based on a market rate such as T-Bill discount or yield rate If the Bank proposes in pay the City a different rate on its Super NOW accounts, indicate that proposal I O er Services Please specify any other services available to the City of Denton which may be thought to be beneficial or that may apply to the City State all related fees VI COLLATERAL REQUI]EWME S i�Yf3Ri[lt�;Il�l As security for the deposits of the City of Denton, the Bank shall pledge in the City securities equal to the largest total balances the City of Denton maintains in the Bank Certificates of deposit and other evidences of deposit shall be collateralized at 102 % of market, for U S Treasury Bills, Notes, and Bonds with a remaining maturity of three years or less and at 102 % of market for other securities The securities so pledged the amounts thereof and the time for pledging same must satisfy the requirements of Texas Local Government Code Chapter 105, as amended The City will accept as collateral for its certificates of deposit and demand deposits only those securities identified by the Public Funds Investment Act as eligible investments Additionally, U S Treasury securities shall be the primary securities accepted as collateral The maximum levels needing to be collateralized are estimated to be the maximum amounts for the Super NOW accounts and certificates of deposit estimated to be $3,000,000 These items constitute the only acceptable means of collateraltzmg the City's deposits The securities must be held in safekeeping by the Federal Reserve Bank of Dallas or another third party financial insttmuon pursuant to a safekeeping agreement signed by the Depository Bank and the City Repurchase agreements are not acceptable as collateral to the City of Denton The Bank shall provide the City a report of securities pledged on a monthly basis or at any time requested by the City Manager, Assistant City Manager of Finance, Director of Fiscal Operations, or a designated representative This report should reflect the following information as of the end of each month and be delivered to the City by the 5th of each month Total pledged securities itemized by o Name o Type/Descripuon/Cusip Number o Par Value o Current Market Value o Maturity Date o Moody's or Standard & Foots Rating (both, if available) C Safekeeoma Reomrements The securities pledged shall be held in safekeeping by a separate and different Bank other than the depository Bank The original copy of all safekeeping receipts shall be filed with the Director of Fiscal Operations of the City of Denton The City will reimburse the depository Bank for any safekeeping charges, if any Specify the safekeeping charges that will apply The City, Depository Bank, and the Safekeeping Bank shall operate in accordance with a master safekeeping agreement signed by all three parties The safekeeping agreement must clearly state that the Safekeeping Bank is Instructed to release the collateral securities to the City if the City has determined that the Depository Bank has failed to pay on any accounts, or is in default of this agreement, or the City has determined that the City's funds are in jeopardy for whatever reason including involuntary closure or change of ownership, and if the instructions for release have been formally requested by the City Council by ordinance or resoluuon A copy of the safekeeping agreement and the name of the safekeeping bank to be used in the event you are awarded the Bank Depository Agreement must be submitted with the proposal D Collateral Substitutions Any substitutions of the securities or reducuons in the total amount pledged may be made only by and with proper written authorization approved by the City Manager, the Assistant City Manager of Finance, Director of Fiscal Operations, or his designated representative In the case of a reduction, the Bank must provide in writing that collateral will be available when needed to meet normal City balance increases throughout the year The City must approve all securities pledged Any state or local government bonds pledged must have a rating of at least A or Al or better by Moody's Investor Services or Standard & Foots Corporation ROMME f! L. 11 _ f I. i_ I I - . f e i. - 1. Please state the maximum amount, if any, of pledged securities which the Bank is willing or able to commit for collateralized Super NOW accounts throughout the contract period above the $1,000,000 minimum requirement The City of Denton will be responsible for handling the investment bidding process The Depository Bank, along with any eligible financial institution shall be included in the bidding process as deemed appropriate and in accordance with the City's investment policies G Safekeeotna/Wire Services The third -parry safekeeping bank must be a subscriber to the Federal Security Wire System In addition to the safekeeping account in which pledged collateral is held, the City must have access to a safekeeping account to which Federal securities can be delivered via the Federal Reserve book entry system for a customer account The City may choose to invest in certificates of deposit in the depository Bank or any other eligible financial institution The depository Bank agrees to accept nine deposits from the City for investment purposes in the form of certificates of deposits in varying amounts and maturities at rates determined by the depository's competitive bid as submitted in accordance with periodic competitive bid solicitations conducted by the City What is the shortest maturity length in days that the Bank will accept for certificates of deposit in amounts of $100,000 or greater? _ Interest Rate Calculations Interest on all certificates of deposit shall be computed on an actual day basis (365), and the interest will be paid tothe City on the maturity date Interest calculations will include the first day in the investment period but will not include the day of maturity Payment will be made by crediting the Bank account VU OVERDRAFTS The City does not intend to have a net overdraft position throughout the course of the contract An overdraft is defined as a negative demand balance in the City accounts collectively, not by individual account B Terms Should an overdraft occur in the aggregate, the following stipulation shall apply The maximum number of days the overdraft will be allowed is The maximum amount of the net overdraft to be allowed will be The interest rate charged for overdrafts will be per annum computed on an actual day basis VM. OTHER STIPULATIONS The Bank will notify the City in writing within ten (10) days of any changes in Federal or State regulations or laws that would thereafter affect the depository agreement The Bank shall also notify the City of any new services that become available to the City throughout the contract period ,TAT ll7n[ 1 Notification of wire transfers shall be made within one hour of the transaction and a duplicate copy furnished to the City within twenty-four hours C Account Balances The Bank shall have a means of contacting the City prior to 9 00 am each business day to give the ending ledger balances for all accounts from the previous working day D Bank Statements Bank Statements or statement activity shall be rendered by the first working day after the close of the calendar month The statement must include deposits made on the last day of the month The accompanying checks must be arranged in numerical order The Bank's records relating to the City of Denton accounts shall be open to review by either City staff members or City -appointed independent auditors during normal business hours TI i �. I-M The Bank will submit a copy of the last audited annual financial statements and the subsequent quarterly supplements along with an annual year end uniform Bank Performance Report The term of the contract period in Exhibit A will be for two years beginning October 1, 1997 and ending September 30, 1999 The Bank agrees to honor and continue any investments made during the term of the depository contract that will mature after the expiration date of the depository agreement at the same rate established before the expiration of the contract The investment extension period will not exceed mnety days IBlink Failure Should the Bank fail, close, or be forced into reorganization during the term of this contract, City reserves the right to cancel the contract and re -bud for City's depository services f[i] DL PROPOSAL A Pate. Time. Location Sealed proposals clearly marked "Proposal for Bank Depository Agreement" should be delivered to the Purchasing Division located at the City's Service Center, no later than 2 00 p in , August 26, 1997 to the attention of Tom Shaw Purchasing Agent 901-B Texas Street Denton, TX 76201 NO PROPOSAL WILL BE RECEIVED AFTER 2 00 P.M . :. The proposing Bank should use this Bid form to submit rates and to answer questions wherever possible However, any point that the Bank cannot agree with should be clearly noted with attachments which explain this disagreement Please reference the section and paragraph in these cases Also, please clearly restate the question when supplying answers on any supplemental pages The City reserves the right to request addmonal information or to meet with representatives from proposing organizations to discuss points in the proposal before and after submission, any and all of which may be used in forming a recommendation The City reserves the right to reject any and all proposals X. OTHER MISCELLANEOUS A Periodic Review The City of Denton shall require a review meeting at least once every six months to evaluate the working relationship between the City and the depository Bank The objective will be to address any problems and to seek a responsible solution More frequent meetings may be called if necessary USES % ..1 11, The final appointment of a depository Bank will be made by the City Council of the City of Denton C Bid Advertisement This Bid will be duly advertised and is being offend for consideration to all financial institutions inside the corporate limits of the City of Denton, as permitted by state laws D Designation of Individuals Upon being awarded the contract, the depository bank shall designate, in writing, an individual to be the official contact person for all correspondence The City of Denton shall do the same The Depository Bank shall be responsible for training and communicating the terms of this contract to Bank employees 11 XI. SUBMISSION CHECK A "Bid" with MI -in -the -blank format B Sample bank statement C Availability of Huns schedule D Money Market Fund prospectus if applicable E Sample monthly collateral report F Sample safekeeping agreement with the Federal Reserve Bank for collateral G Sample safekeeping agreement with the Depository Bank for the City's investment securities H Sample controlled disbursement agreement I Sample wire agreement J Sample stop payment agreement K Sample account analysts statement L Annual financial statement of the bank along with the last two quarterly FDIC call reports XH. ALTERNATE BID-LOCKBOX SERVICES The City of Denton is seeking applications from eligible financial institutions bidding on the main Request for Proposal (Bid) to include an alternate bid for Lockbox services The contract period will be the same as the main Bid, beginning on October 1, 1997 and ending September 30, 1999 or thereafter until the successor Depository shall have been duly selected and qualified according to state laws The City of Denton requires a lockbox account for the purpose of collecting and processing the City's utility bills and property tax aevenues The volume of utility bills the City currently receives through the mail is estimated to be 25,000 pieces per month Tax revenues received in the mail are heaviest during the months of December and January and average 8,000 pieces per month During the remainder of the year, tax revenues mailed in are approximately 200 pieces per month These volume estimates are based on fiscal year ended September 30, 1996 totals The City separates utility bill collections and tax collections Into two divisions because of their unique needs and record keeping constraints Each division would require a separate tape returned for input to the City's system The Utility Division matches the account number, the name of the payor, and the address on the coupon and check It does not matter if the amount on the check does not match the amount owed on the coupon The City's system will automatically include the past due amount on the next billing All coupons must be returned for reference in handling customer mquine$ The Tax Division matches the account number, and the amount They also require a printout of who the payor on each account number is If the amounts of the coupon and the check do not match, this must be separately accounted for on a different tape or printout The Tax Division would need either a copy of each check resumed or easy and timely access to check copies on a request basis as well as coupons returned with the tape or printout 12 Attach a step by step explanation of the mail collection and remittance processing procedure that the bank follows Bid the cost of services based on the options listed below 1. Lockbox collection and processing with separate computer printouts for Tax and Uuhry Divisions returned to the City each day 2 Lockbox collection and processing with a magnetic tape returned to the City each day Format specifications of the bank given to the City for internally programming the interface needed for inputting the tape directly into the City's system 3 Lockbox collection and processing with a magnetic tape remrned to the City each day Bank supplies format based on the City each day Bank supplies format based on the City's system specifications City uses this format to program the interface for the magneuc 4 Lockbox collection and processing with a magnetic tape returned to the City each day Bank does all programming necessary to convert City's system to capability of handling the magnetic tape Explain the procedure the bank follows for the record keeping of checks and stubs Does the bank put checks and stubs on microfiche as part of the procedure? Explain the procedure and cost of processing returned checks The City requires that returned checks be sent through twice before returning them to the City Attach a cash analysis of the dollar savings and efficiency the City would achieve by having the lockbox service (Example take an average deposit of $250,000 which is currently received by the City and processed one day before the deposit is made to the bank Checks are currently encoded by the bank instead of in-house and are delivered to the bank by courier each afternoon at 2 00 pm The City does not process checks on Saturdays, Sundays, or holidays The City is closed for business days during the calendar year in recognition of holidays Deposit size increases during tax collection time which occurs November through January Deposits as large as $1,000,000 could be made during these months with an average Deposit size of approximately $350,000 per day ) List any additional services connected with the lockbox imuauon procedure that the bank would provide Printing of coupons with bar code Printing of envelopes with bar code Other List any additional fees not previously addressed in this bid All fees bid shall remain the same for the length of the contract period and no additional fees shall be added after this proposal is accepted Please return this sealed alternate bid along with main bid to the office of the following person by 2 00 pm , August 26, 1997 Tom Shaw, Purchasing Agent City of Denton 901-B Texas Street Denton, Texas 76201 NO BID SHALL BE RECEIVED AFTER 2:00 P.M. AND SHALL BE RETURNED UNOPENED The City reserves the right to request additional information or to meet with representatives from proposing organizations to discuss points in the proposal before and after submission and may reject any and all options in this proposal 13 DEPOSITORY CONTRACT 14 CITY OF DENTON DEPOSITORY CONTRACT ARTICLE I Exhibit A Bank, hereinafter referred to as "Depository," located at State of Texas, a bank located in the state of Texas and the deposits of which are insured by the Federal Deposit Insurance Corporation, was duly selected in compliance with the terms and provisions of Tex Loc Govt Code Chapter 105, as amended, by the City Council of the City of Denton located in Denton County, Texas hereinafter referred to as "City" to serve as the depository of the Nods of City The action of the City Council was duly taken and the Depository is to serve pursuant to this contract for a period of two years, beginning and ending _ and until its successor shall have been duly selected and qualified thereafter, unless sooner terminated by Depository's failure to adhere to all requirements of this contract Said action was a result of a proposal dated ARTICLE II A The Depository shall pledge to the City and deposit in safekeeping and trust with another bank acceptable to the City approved securities as defined or referred to in Texas Local Government Code §105 031, in an amount of market value sufficiently adequate to protect all funds of City on deposit with Depository during the terms of this contract, provided further that 1 The approved securities shall be of the kind defined or referred to in Texas Local Government Code §105 031 and acceptable to the City, and the amount pledged shall be in a total market value as directed at any time by the City Council in accordance with standards acceptable to the City Council The conditions of the pledge of approved securities required by this contract are the Depository shall credit the account(s) of City with the full amount or all State of Texas Warrants presented to Depository for the account of the City no later than the banking day next following the day of Depository's receipt of such warrants, that Depository shall faithfully perform all duties and obligations devolving upon Depository by law and this contract, including specifically the duty to collect with due diligence checks, drafts, and demands for money deposited with Depository, pay upon presentation all checks or drafts drawn on order of the City in accordance with its orders duly entered according to the laws of Texas, pay upon demand any demand deposit of City in Depository, pay any time deposit or certificate of deposit of City in Depository upon maturity or after the period of nonce required, and faithfully keep, account for as required by law, and faithfully pay over, at maturity or on demand, as City may elect, to any successor depository all balances of funda the City then has on deposit with Depository AAM28C Page 1 of 3 The pledge of approved securities required by this contract shall be a continuing pledge, ceasing only upon the later of the termination of this contract or the fulfillment by Depository of all of its duties and obligation ansing out of this contract, (and a continuing security interest in favor of City shall attach immediately upon any such pledge to all proceeds of sale and to all substitutions, replacements, and exchanges of such securities, and in no event shall such continuing security interest be voided by any act of Depository), but notwithstanding the foregoing Depository shall have the right, with the consent of City, to purchase and sell and substitute or replace, any and all of the approved securities pledged pursuant to this contract with other approved securities, provided that all of the other conditions of this contract are adhered to by Depository, and such pledge shall be in addition to all other remedies available in law to City 4 This contract shall become binding upon City and Depository only upon approval by the City Council of the contract and the proposal attached hereto To the extent of conflict, if any there be, between this contract and the proposal, the terms of this contract shall control 5 Upon execution, Depository shall immediately furnish or cause to be furnished to City original and valid safekeeping or trust receipts issued by the bank holding the approved securities pledged pursuant to this contract, marked by the holding bank on their face to show the pledge and market value as required above, and City shall promptly ftimsh two executed copies of this contract, photocopies of all such receipts, and photocopies of new receipts for substitutions and additions and written notice of deletion, when made, to Depository 6 On the execution date of this Depository Contract the depository bank agrees to pledge an amount that is equal to funds anticipated to be on deposit from day to day 7 Any closing or failure of Depository, or any event deemed by City to constitute a closing or failure of Depository, shall be deemed to have vested full tide to all approved securities pledged pursuant to this Depository Contract in City, and City is hereby empowered to take possession of and sell any and all of such pledged approved securities, to the extent not forbidden by law, whether in safekeeping at another bank or in possession of City, and City is specifically so empowered by Depository I: 110 CN g c1111 Subsequent to the execution date of this contract, should the amount of deposit exceed that which is initially pledged, said amount will be increased, and the safekeeping receipts of the additional securities will be provided in accordance with Paragraph A(5) of Article II herein ARTICLE IV This contract is executed by the City and the Depository in three copies, all of which shall be deemed originals AGREED AND ACCEPTED on behalf of Depository this the _ day of , 1997 AM0328C Page 2 of 3 BUYER By Name (Print) Tide Address City of Denton 215 E. McKinney Denton, TX 76201 AGENT By Date _ AUTHORIZED SIGNATURE Name (Print) Title , 328C Page 3 of 3 Date ORDINANCE EXHIBIT A EXHIBIT B DEPOSITORY PLEDGE AGREEMENT Exhibit B DEPOSITORY PLEDGE AGREEMENT Whereas, City of Denton (hereinafter called "Depositor") has selected , a bank chartered by the State of Texas, (hereinafter called the "Bank"), as a depository for certain of its funds in demand deposits and/or interest -bearing time deposits entitled as follows Account Name (a) Employee Claims Account Operating Account Utility Sinking Fund Payroll Account Rehabilitation Commission Transportation Grant CDBG Commercial Development Block Grant Control Concentration City of Denton Cloride Brach Security Account Industrial Development Authority Denton Retirement St Nursing Center Finance Authority Electric Distribution Electric Meter Type of Account Public Funds Checking Public Funds Checking Public Funds Checking Public Funds Checking Public Funds Checking Public Funds Checking Public Funds Checking Public Funds NOW Checking Public Funds NOW Checking Public Funds Money Market Public Funds Money Market Public Funds Checking Public Fonds Checking Public Funds Checking Public Punds Checking Account Number and such additional accounts as Depositor may from time to time designate, and the Bank desires to be the depository of such funds, and WHEREAS, any and all cash balances in any funds deposited with the Bank must be continuously secured by a valid pledge to Depositor of certain securities (being herein called the "Approved Securities") Approved Securities shall mean all securities which under the laws of the State of Texas, can be used to secure the deposits of Depositor The aggregate market value of the Approved Securities shall be at all times be, exclusive of accrued interest, equal to or in excess of the total funds of Depositor on deposit with the Bank, to the extent that said funds are not insured by the Federal Deposit Insurance Corporation NOW, THEREFORE, for value received and in consideration of the mutual promises and covenants herein contained, Depositor and the Bank agree as follows Depositor deposits shall be secured and Bank hereby grants a security interest to Depositor in all Approved Securities held in safekeeping at (the "Safekeeping Insumnon") Except as provided in paragraph 6 of such Approved Securities shall be subject only to the joint instructions of both (a) authorized individuals appointed by Depositor, and (b) specifically authorized officers of the Bank The Depositor shall provide to the Bank written notice and specimen signatures of authorized representatives of Depositor on Addendum A of this document for the purpose hereof, and thereafter written nonce of the removal from or addition to the existing names of such authorized representatives The Bank shall provide to the Board of Directors of Depositor or its authorized representatives written notice and specimen signatures of authorized officers of the Bank on Addendum B of this document for the purposes hereof, and thereafter written notice of addition to or removal from the existing list of names of such officers Addendum A and B are attached to and made a part of this agreement as if written word for word herein nnnas:eC 1 of 8 2 The Bank may make additions to or substitutions of Approved Securities from nine to time and may withdraw excess Approved Securities, with the amount and character of the new and/or remaining securmes to be subject to the approval of Depositor If the Approved Securities, so proposed for substitution are of the kind, character amount, and value required by law, such substitution shall be permitted If approved, the substituted Approved Securities shall thereafter be subject to all the terms and conditions of this Pledge Agreement as fully as if originally incorporated herein 3 Contemporaneously with the execution of this agreement and at the time of the substitution or release of any of the Approved Securities, the Bank shall execute and deliver to Depositor a Memorandum describing the Approved Securities deposited to or withdrawn from the securities held pursuant to tins Agreement 4 The Bank shall not be obligated to accept interest bearing time deposits of Depositor in excess of $20,000,000 (twenty million dollars), but may choose to accept such deposits at its discretion 5 The Bank shall faithfully do and perform all of the duties and obligations required by the laws of the State of Texas for depositories of Depositor, and shall upon presentation pay all checks drawn on it by the duly authorized representatives of Depositor against collected funds of Depositor on demand deposit, and shall at the expiration of the term for which it has been chosen as depository of Depositor turn over to its successor all funds, property and things of value coming into its hands as depository 6 Upon default of any of the Bank's obligations hereunder or upon insolvency of the Bank or upon the appointment of a receiver of the Bank and at any time thereafter, Depositor may sell at public or private sale the Approved Securities or any part thereof and apply the proceeds of such sale to the satisfaction of any indebtedness caused by virtue of said default This right is in addition to other remedies which Depositor may have under this agreement and without prejudice to its rights to maintain any suit in any court for redress of injuries sustained by the Depositor under this Agreement 7 The Safekeeping Institution named herein hereby agrees to hold all Approved Securities deposited with it pursuant to the terms of this Agreement and to deliver them in accordance with the terms hereof Additionally, Safekeeping Institution agrees to serve as collateral agent for Depositor to the extent necessary to allow Depositor to perfect its security interest granted herein in the Approved Securities 8 This agreement may be terminated by either the Bank, Depositor or the Safekeeping Institution by giving thirty (30) days prior written nonce to the other parties, by giving notice to the following persons at the following addresses Depositor City of Denton, Texas Teodoro Benavides, City Manager 215 East McKinney Denton, Texas 76201 All applicable provisions and requirements of the laws of the State of Texas governing depositories for Depositor shall be a part of this Agreement 10 The validity, operation, and performance of this Agreement shall be governed and controlled by the laws of the State of Texas, and the terms and conditions of this Agreement shall be construed and interpreted in accordance with the laws of this State Venue for any proceeding brought for any breach of this Agreement shall be in Denton County, Texas W100*" DEPOSITOR BY CITY OF DENTON, TEXAS NAME TITLE City Secretary BY NAME Jack Miller TITLE Mayor AAAWIC 2 of 8 BANK ATTEST BY NAME ATTEST BY NAME APPROVED AS TO LEGAL FORM HERBERT C PROUTY, CITY ATTORNEY BY AAA 29C 3 of 8 Ul:vi" A Bank Chartered by the State of Texas BY NAME TITLE SAFEKEEPING INSTITUTION A Bank Chartered by the State of Texas BY NAME TITLE ADDENDUM A The following designated individuals are authorized representatives empowered to direct a bank chattered by the State of Texas ("Banc") and ("Safekeeping Institution") selected under Item 1 of the Depository Pledge Agreement to regard to collateral pledges, releases and subsumuons to the joint safekeeping account Such pledges, releases, and subsumnons shall follow procedures set forth to the Depository Pledge Agreement Authorized Officer's Signature ACCEPTED NAME TITLE — w 01 aC 4of8 Name and Tide ADDENDUM B , a bank chartered by the State of Texas ("Bank") has designated the following officers as specifically authorized to instruct City of Denton ("Depositor") and ("Safekeeping Insdmuon") selected under Item I of the Depository Pledge Agreement in regard to collateral pledges, releases and substitutions in the joint safekeeping account Such pledges, releases and substitutions shall follow procedures set forth in the Depository Pledge Agreement Authorized Officer's Signature AM0328C 5 of 8 Name and Title Date CERTIFICATE OF SECRETARY OF THE SENIOR LOAN AND DISCOUNT COMMITTEE OF A BANK CHARTERED BY THE STATE OF TEXAS The undersigned, being the duly appointed Secretary of the Senior Loan and Discount Committee (the "Committee") of a bank chartered by the State of Texas (the "Bank"), hereby certifies that (1) in accordance with the authority granted to it by the Board of Directors of the Bank, on 1997 the Committee approved the pledge of collateral, as required by the depository contract with the City of Denton ("the City"), to secure the Bank's obligations with respect to deposits maintained at the Bank by the City (2) The Committee approval has not been amended, modified or repealed in any respect, and is in full force and effect on the date hereof, and (3) The minutes of the Committee meeting held on , 1997, will be maintained as part of the permanent records of the Bank 6of8 BY NAME TITLE CERTIFICATE OF SECRETARY OF THE BOARD OF DIRECTORS OF A BANK CHARTERED BY THE STATE OF TEXAS The undersigned, being the duly elected Secretary of the Board of Directors (the "Board") of First State Bank of Denton, Texas, a bank chartered by the State of Texas, hereby certifies that attached hereto is a true and correct copy of a resolution of the Board adopted at a meeting held on , 1997, and such resolution has not been amended, modified, or repealed in any respect, and is in full force and effect on the date hereof Date 7of8 BY 4!�O RESOLUTION GRANTING CERTAIN CORPORATE AUTHORITY TO LOAN AND DISCOUNT COMMITTEE RESOLVED, that the Senior Loan and Discount Committee is hereby granted the corporate authority to approve on behalf of ("BANK") such security agreements and other agreements related to the deposit of funds in this BANK by any governmental entity as such Senior Loan and Discount Comminee shall deem in the best interests of this BANK from time to time 8of8 ORDINANCE EXHIBIT D EXHIBIT C CASH MANAGEMENT CONTRACT 27 Exhibit C CASH MANAGEMENT CONTRACT TABLE OF CONTENTS Page 1 TERMS AND CONDITIONS 2 2 ADDENDUM ONE SERVICES 7 3 ADDENDUM TWO COINS AND CURRENCY REQUEST 8 4 ADDENDUM THREE ACCOUNT SETUP AND TRANSFER LIMITS 9 5 ZERO BALANCE AUTHORIZATION 11 6 ADDENDUM FOUR FEE SCHEDULE 12 7 ADDENDUM FIVE WIRE TRANSFER AGREEMENT 13 8 ADDENDUM SIX ELECTRONIC FEDERAL TAX PAYMENTS 19 9 ADDENDUM SEVEN ACH ORIGINATION AGREEMENT 27 10 MASTER REPURCHASE AGREEMENT 34 AFF0150E 1 of 40 CASH MANAGEMENT CONTRACT TERMS AND CONDITIONS This Agreement (the "Agreement") is between City of Denton (hereinafter called "Principal") (if more than one undersigned, each jointly and severally), and (hereinafter called "Bank") for delivery of the Cash Management System as described below The intent of this Agreement is to clarify the responsibilities of each party Accounts, Any Commercial or Personal Account as included on the Cash Control Account Application and approved by the Bank in writing User Any Individual that Principal has authorized the access and use of the Cash Management System according to the Cash Control User Author=tton Report Business Day. The day during which the main office of Batik is open for business, in accordance with specific cut-off times, and during which the Bank is able to download Principal's information and process transactions Current Balance, The Account balance that is the result of the total debit and credit activity as of a specific date and time for all Accounts Collected Balance, The Current Balance of the Account, less float Available Balance. Current Balance of the Account minus holds, all but one day Float, and memo posted debits plus memo posted credits Float Dollar amount of deposited items that are in the process of collection from the payable bank Also known as uncollected funds Hold. A restriction on payment of all or any part of the balance in an account Memo Posted Debits. Any debits being posted to the account for the business day For example, ACH debits transactions, wire transfers, and teller cashed checks Memo,Posted Credits. Any credit being posted to the account for the business day For example, ACH credit transactions and wire transfers Cash management System, FiSery Cash Management System, Version 2 30, FiSery Copyright 1994,1995 AFF0160E 2 of 40 Section 2. Function Caoabilitlea As a user of the Cash Management system, Principal and User may request any of the services listed below The specific services selected by the Principal are set forth in Addendum One which may be updated from time to time A Perform Account inquiries on Account data and transaction history on the Accounts B lmtiate stop payments request Principal understands the electronically transmitted stop payment orders are pending final verification that check has not been processed and that stop payment is valid The Bank must receive the stop -payment order in time to allow the Bank reasonable opportunity to act on it before the stop -payment cut-off time which is one hour after the opening of the next banking day after the banking day on which the Bank receives the item C Request a wire transfer Principal and User understand that wire transfers received after Bank's cut-off tune (2 00 p m Central Time) will not be processed until the following business day Bank has a right not to process any wire request if collected funds sufficient to cover the wire transfer amount are not available in the Account Wire Transfer requests must be made in accordance with the appropriate Wire Transfer Agreement, See Addendum Five D Request a Coin and Currency Order in accordance with Addendum Two E Send and receive messages (to and from Bank) Bank will open message mailbox twice daily (between 10 00 - 1100 a in and 2 30 - 3 30 p in Central Time) and is not responsible for any delay of messages Principal and User are responsible to periodically check for messages sent by the Bank F Initiate transfer between accounts set up with the Cash Management System with the exception of time accounts Refer to Addendum Three for optional transfer limits Principal is limited to six preauthorized automatic transfers or withdrawals per month out of money market savings and two regular savings accounts Three of the six transfers for MMS can be made by check, draft or debit card Transfers made via Cash Management are included as preauthorized or automatic transfers subject to these limitations Any transfers in excess of these limits must be done in person at the Bank G Principal is not permitted to transfer more than the Available Balance from deposit accounts H Initiate electronic Treasury Tax and Loan payments through the Cash Management system Refer to Addendum Five for enrollment requirements I Initiate ACH transactions Principal understands ACH transactions received after Bank's cut-off time (2 00 p m Central Standard ) will not be processed until the following business day ACH transactions must be accordance with the appropriate ACH Origination Agreement, Refer to Addendum Six J Perform Account Reconciliation K Principal can utilize any report functions for requested services iY..! J. . ,.I 1 . It'J .1lf ' I A Principal and User are responsible for obtauung, installing, maintaining, and updating the necessary hardware and related equipment needed to utilize the Cash Management System As of the date of this Agreement, the necessary equipment includes AFF0160E 3 of 40 IBM compatible 80386 or higher Minimum 4 megabytes of RAM DOS 5 0 or higher MS Windows 3 1 or higher Minimum 20 megabytes of available hard disk space Mouse VGA monitor (color preferred) Hayes compatible modem - up to 9600 Baud Access to a voicegrade telephone line *Bank will notify Principal of changes in equipment requirements B Bank reserves the right to eliminate or change any function capabilities at any time without prior notice C Principal will receive one copy of the User Manual and periodic updates Additional User Manuals can be obtained from the Bank for a charge Principal agrees not to copy or otherwise duplicate the User's Manual or updates Upon termination of use of the Cash Management System, Principal will return the manual and updates to the Bank D Bank may from time to time send updates of software and documentation to the Principal, and such updates will be subject to this agreement Principal is responsible for prompt installation and testing of software updates Principal has no right, title, or interest to the Cash Management software or copies of it Principal will not make or permit anyone else to make copies of the Cash Management Software and User's Manual Principal agrees to notify Bank promptly and in writing of any circumstances of which Principal has knowledge relating to any possession, use, or knowledge relating to any possession, use of knowledge of any portion of the Cash Management System and the User's Manual by an unauthorized person E Bank agrees to conduct initial training for the Principal to set up the initial security provisions for the Cash Management system Bank is not responsible for Principal's actions or negligence in setting up Principal's security access to Cash Management Principal will be responsible for authorizing system and function access to Cash Management to appropriate employees and assigning User IDs to such appropriate employees Principal and Users will not make any password or User IDs available to any non-authonzed persons Bank offers further security procedure under Cash Management whereby Principal and Bank can establish dollar limits for transactions, refer to Addendum Three Bank and Principal agree that the password, User ID, and the dollar limit security procedures provided under Cash Management are commercially reasonable and parties further agree that transactions conducted under the password and User IDs shall be deemed authentic payment orders binding on the Principal Principal is responsible for all transactions made through the User ID and password security system, regardless of whether such transaction was authorized F Bank will not be liable for non- authorized use of Cash Management or for any losses that may result Principal and User will notify Bank immediately if Principal or User believes that a User ID and/or password has been used without Principal's permission Principal and User will not disclose any information pertaining to its use or the components of the Cash Management System to any non-authonzed User AFF0150E 4 of 40 G Principal has received and understands all signature card rules and regulations and all agreements and disclosures connected with opening of Accounts and acknowledges that this Agreement is in addition to any of these agreements and disclosures H Principal can communicate (t e , upload transactions and download Account data) with Bank twenty-four hours a day Principal is aware of cutoff times listed in this agreement Transactions completed after cutoff time will be processed as of next business day Principal understands that if it chooses to utilize the Cash Management System after or before Bank hours (8 00 a in to S 00 p in ), Bank will not be available for support should problems occur I Principal will continue to receive regular Account statements that describe all transactions for the Accounts including the transactions that the Principal has initiated through Cash Management Principal is responsible to promptly review all statements and report in writing any irregularities to the Bank at once For all electronic transactions governed by Reg E, errors must be reporting in writing within (60) sixty days, other discrepancies must be reported within (30) thirty days after the statement date J Principal acknowledges that the fees for the Cash Management System will be paid monthly as disclosed on the Bank's Cash Management System Fee Schedule, refer to Addendum Four These fees are in addition to any fees and service charges currently being paid Any pricing or policy changes adopted by Bank in the future will constitute modifications and addends to the Agreement but will not nullify it K This Agreement shall continue until Bank receives written notice of Principal's revocation or until Bank advises Principal in writing that the Bank will not continue this service for Principal Termination by either party does not relieve Principal of its liability for transactions or responsibilities for payment of all fees incurred prior to termination L The Bank agrees to add or delete services provided to the Principal within a reasonable time period after receipt by the Bank of written notice by the Principal, refer to Addendum One Section 4. Acknowledaments. Responsibilities, and Liabilities of Bank A Bank will install the software at Principal's location and provide training on the use of Cash Management B The Bank has entered into a licensing agreement with FISERV CIR, Inc , CBS Division for the delivery of the Cash Management System Cash Management shall be considered part of the CBS System, and all rights, title, and interest shall remain with FISERV C Except for acts of gross negligence or willful breach of duties by Bank, Bank will not be liable to Principal for any matters related to the Agreement, including without limitations, lost profits or consequential, special, or punitive damages, inaccuracy, or delays in transmission of information D Bank makes no warranties or representations with respect to the Cash Management software, expressed or implied including but not linut to, implied warranties of merchantability or fitness for a particular purpose AFF01 a0E 5 of 40 A This Agreement is governed and will be interpreted under the laws of the State of Texas B This Agreement incorporates by reference all information on Principal's Account Application which Principal represents as true and complete in all respects C The Principal's authorization to lease the Cash Management System software must be executed in conjunction with this Agreement D Principal has read and understands this Agreement and has had opportunity to review this Agreement with an advisor of its choice if so desired E Upon occurrence of any overdraft incurred in the Accounts, Bank shall have the right, in Bank's sole discretion to (t) refuse payment of any outstanding and unpaid check drawn on any Account listed on the Account Application, and (if) withhold from processing any transaction generated on the Account (including Cash Management generated) until sufficient collected funds to cover such transactions have been credited to the Accounts F Each party represents and warrants to the other that it is authorized to enter into this Agreement G If at any time any section of this Agreement is found to be invalid, that does not make the remaining sections or terms invalid By signing below, the Principal hereby accepts and agrees to the terms and condition of this Agreement Principal City of Denton By Name Title Date By the signature of Bank's authorized officer below, Bank hereby accepts the terms and conditions of this Agreement Bank By Name Title Date AFF0160E 6 of 40 Addendum One Services 1 This agreement, made on . by and between ("Bank") and the Principal named below 2 Bank agrees to provide the services below selected by the Principal 3 Principal agrees to provide the Bank with written notice if Principal wishes to modify services as stated below Services (Check all that anniv) Account Inquiry _ Stop Payments Orders _ Intrabank Transfers _ Wire Transfers ACH Batches _ Treasury Tax and Loan Payments Coin and Currency Requests Account Reconciliation PC Import and Export Files Send and Receive Messages By the signature of the Principal's authorized officer or agent below, Principal hereby accepts the terms and conditions of this Agreement City of Denton Principal Name Title Date By signature of the Bank's officer below, Bank hereby accepts the terms and conditions of this Agreement Bank Officer Name Title Date AFF0160E 7 of 40 Addendum Two Coin and Currency Time Orders will be Picked Up _ Couner Service Yes _, No _ Name of Service 1 Bank shall provide com and currency order service to the Principal according to the specifications listed above to the extent such orders do not exceed the available balance in the stated account 2 Principal understands that Coin and Currency orders received after the Bank's corn and currency cutoff time (9 00 a in Central) will not be processed until the following business day 3 Principal is responsible to make arrangements for pickup of Coin and Currency Orders either in person or by couner service 4 Principal authorizes the Bank to release com and currency to the following individuals or couriers A B C D By the signature of the Principal's authorized officer or authorized agent below, Principal hereby accepts the terms and conditions of this Agreement City of Denton Principal Name Title Date By the signature of the Bank's authorized officer below, Bank hereby accepts the terms and conditions of this Agreement Bank Officer Name, Title Date AFF0180E 8 of 40 Addendum Three Cash Manannient Account Setup/Transfer Lunits 1 Ibis agreement, made on by and between ("Bank") and the Principal named below 2 Bank agrees to set up Principal account information on Cash Management as described below 3 Bank assumes no liability for changes or modifications to the account setup after initial installation of Cash Management 4 Principal agrees to provide Bank with a maximum transfer limit per account Principal understands that they will not be able to make transfers over the stated amount All transfer attempts over the maximum will be rejected 5 Principal understands that Account Transfers received after Bank's transfer cutoff time (3 00 p in Central Time) will not be processed until the following business day 6 Principal understands that Account Transfers to a loan account will be considered an unscheduled principal payment and will not affect the payment schedule of the loan account The Principal can make scheduled loan payments and payoffs by including a message to the bank with the payment and they in turn will execute the transaction 7 Account Setup Option 1 Principal authorizes the Bank to set up all accounts opened by the Principal on Cash Management Principal realizes that additional accounts set up on Cash Management may alter the monthly maintenance fee as described in Addendum Four Principal agrees to pay all service fees as modified under Addendum Four Bank will set up all new accounts with a transfer [unit of $ Prmcmal must notify Bank in writing at the tune a new account is opened if Principal wishes not to have a new account set up on Cash Management or if Princinal wishes to establish a different transfer lunit on a new account, Account Number Account Type Account Name Maximum Transfer Amount Option 2 Principal authorizes the Bank to set up the accounts listed below on Cash Management Principal must notify Bank in writing if Principal wishes Bank to set up additional accounts Principal realizes that additional accounts set up on Cash Management may alter the monthly maintenance fee as described in Addendum Four Principal agrees to pay all service fees as modified under Addendum Four AFF0160E 9 of 40 Account Number Account Type Account Name Maximum Transfer Amount 1 2 3 4 S 6 7 8 9 10 By the signature of Principal's authorized officer or authorized agent below, Principal hereby accepts the terms and conditions of this Agreement City of Denton Principal Name Title Date By the signature of the Bank's authorized officer below, Bank hereby accepts the terms and conditions of this Agreement Bank Officer Name Title Date AFF0150E 10 of 40 Authority to Transfer Minds Zero Balance Account The undersigned, an authorized signatory on account number(s) in the name of City of Denton (hereinafter referred to as "Company"), hereby authorizes and directs _ ("Bank") to maintain the above -mentioned account(s) at a zero balance at the close of each business day by transferring momes to or from account number ("master account") in the name of the Company This authorization shall remain in full force and effect until Bank receives five (5) business days advance written notice from the undersigned or any other authorized officer of the Company or until such time as Bank gives the Company written notice stating that they will no longer offer this service and a date on which the service will terminate No advance notice is required of Bank and such notice of termination other than the date of receipt In performing the transfer authorized and directed herein, Company hereby agrees to indemnify and hold harmless Bank for any damage or liability, including reasonable legal expense, that it may mcur in connection with such transfer, except for its own gross negligence or willful misconduct This agreement shall be governed by the laws of the State of Texas and shall not be amended unless such amendment is executed by both the Company and Bank and is in writing Customer Acknowledgment Accepted By City of Denton Bank QI By Name Name Title Title Date Date AFF0150E 11 of 40 Addendum Four Fee Schedule 1 This agreement, made on . by and between ("Bank") and the Principal named below 2 Principal agrees to pay a maximum of $175 for the installation of Cash Management Principal authorizes Bank to debit stated account below for this one-time fee upon installation of Cash Management, or arrange for compensatory balances Upon termination of this agreement, installation fees will not be refunded 3 The fee entitles Principal to software and documentation updates when they become available, subject to the terms and restrictions of the software license agreements Principal authorizes Bank to debit specified account below ("Account") for the software license fee upon the initial installation of the software, or arrange for compensatory balancing in the event of termination, the Bank will retain any software license fee already paid, up to one full billing period 4 Principal authorizes Bank to debit Account to a pay monthly maintenance fee assessed according to the schedule below or arrange for compensating balances Pees will be debited from Principal's account at the end of the month Principal acknowledges that additional accounts opened and set up on Cash Management may alter their monthly maintenance fee 5 Bank reserves the tight to modify this fee schedule upon providing Principal with 30 days wnnen notice 6 A monthly base fee of $50 will be charged, 7 Normal service charge plan will apply with reduce transaction fees for wire transfer and stop payment orders 8 Principal authorizes Bank to debit account number for all related service charges and fees stated above By the signature of Principal's authorized officer or authorized agent below, Principal hereby accepts the terms and conditions of this Agreement City of Denton Principal Name Title Date By the signature of Bank's authorized officer below, Bank hereby accepts the terms and conditions of this Agreement Bank Officer Name Title Date AFF0160E 12 of 40 Addendum[ Five Wire Transfer Agreement 1 The undersigned City of Denton ("Customer") authorizes and requests ("Bank") to make transfers of funds from time to time in accordance with the provisions more fully set forth in this Agreement Such transfers shall include transfers of Customer's funds from Customer's account(s) at Bank ("Account(s)") to Customer's account(s) at other depository mstimtions, and to account(s) of thud parties at other depository institutions, and shall also include transfers of funds to Customer's account(s) from third parties 2 Specific requests from Customer to Bank are to be made by Customer's representatives listed on the List of Authorized persons furnished by Customer to Bank from time to time Elimination of any names from such Lists) or addition of another name or names to such List(s) shall be made effective by actual written notice received by Bank's Wire Transfer Department 3 Any request by a representative of Customer may authorize one, or more than one, funds transfer Request for transfers may be made by cash management system, telephone, orally, or in writing 4 Bank may make the requested funds transfers by any means for the transmission of funds and may also make transfers by internal means (including, as an example but without limitation, bookkeeping entries between Bank and its correspondent banks) Transfers of funds to Customer's account(s) from third parties shall be received subject to time deadlines established by Bank Bank may cancel a requested transfer if Bank receives Customer's request for cancellation, in from satisfactory to Bank, in such time and in such manner as to allow Bank a reasonable opportunity to act In consideration of Bank's transfers of funds pursuant to Customer's authorized request, Customer shall pay to Bank such transfer fees as Bank shall from time to time impose Bank will use ordinary care in implementing funds transfer request received by it from Customer Customer agrees that Bank and its agents and correspondents shall be conclusively deemed to have exercised ordinary care if it or they has or have followed the procedures contained in this Agreement, or if Customer shall have failed to follow such procedures Bank shall be entitled to rely on any request that it believes to have been originated by Customer, and any such request shall for purpose of this Agreement be deemed to have been authorized by Customer Bank shall not be liable for direct, indirect, consequential, or punitive damages of any party (including without limitation Customer) Bank shall have no liability to thud parties for any damages incurred by such third parties ansing out the performance or non-performance or services or transfers under this Agreement, and Customer agrees to and hereby does indemnify and hold Bank harmless form and against all such claims of thud parties and all expenses (including, without limitation, attorney's fees and court costs) of such claims Bank's only responsibility to Customer occasioned by Bank's performance or non-performance of its obligations under this Agreement shall be to correct at Bank's expense any errors that are due solely to Bank's personnel, Bank's computer programs, of malfunctions of Bank -controlled machine Bank shall not be liable for delays or failures in processing that are caused by such events as fires, power failures, energy shortages, strikes, boycotts, riot, war, governments regulations, failures of Bank's vendors or suppliers, acts of God, or other circumstances or causes over which Bank has no control If because of circumstances or causes beyond Bank's control, Bank shall be delayed beyond applicable time limits (provided herein or by law) in taking any action hereunder, the time limit for taking such action shall be extended for such time after the cause of the delay ceases to be operative as shall be necessary for Bank to take or complete such action AFF0160E 13 of 40 Bank in its discretion may assign a security code, security test, or other security procedure to be used by Customer to authenticate funds transfer requests Customer agrees to use all such security codes, security tests, and other security procedures as may be imposed by Bank 10 Bank will f mush to Customer a confirming notification of a funds transfer after it is made, either in form of a specific advice or a periodic account statement Customer will examine such advice and account statement to detect the presence or absence of any discrepancies between Customer's records and the advice or statement sent by Bank, and will report any such discrepancies to Bank within thirty (30) days after the date that Bank sends the advice or account statement 11 Bank hereby authorized to record on tape or other retention devices any or all of its telephone conversations with Customer involving any transfer instructions 12 Customer agrees to supply Bank information that Bank may reasonably request in connection with any prospective or completed funds transfer hereunder, including without limitation any writings showing confirmation of any request for transfer of funds 13 Bank shall not be obligated to make any funds transfer if the amount of such transfer exceeds the finally collected and immediately available funds by Customer with Bank, or exceeds any other limit established by Bank If Bank in its discretion makes any such transfer that exceeds the amount of Customer's deposited funds, Customer shall be liable for any and all overdraft amounts 14 All data relating to Customer's business provided to Bank by Customer pursuant to tins Agreement will be treated confidentially and safeguarded by Bank, using the same care and discretion that is used with data that Bank designates confidential 15 Bank may modify or cancel this Agreement upon fifteen (15) days' notice to Customer Customer may cancel this Agreement upon fifteen (15) days notice to Bank 16 This Agreement represents the entire understanding between Bank and Customer with respect to the matters contained herein There are no representations or warranties, express or implied, other than those contained herein 17 This Agreement shall be governed by and construed in accordance with Texas Law, and it shall be performable in Denton, Denton Comity, Texas 18 Any notice hereunder shall be in writing and may be given by personal service or by depositing in the United States marl postage prepaid to the addresses of the parties as follows (or as changed through written notice to the other party) B®�{I CUSTOMER Name Address AFF0150E 14 of 40 Attention 19 This Agreement is binding on the parties hereto and their respective successors and assigns Customer may not assign this Agreement without the prior written consent of Bank EXECUTED on CUSTOMER Cry of Denton Name Title Bank Bank Officer Title CERTIFICATION OF RESOLUTION AUTHORIZING EXECUTION OF WIRE TRANSFER AGREEMENT 1, , the Secretary of City of Denton, hereby certify that the following is a true copy of a resolution duly adopted by the Board of Directors at a meeting held on the and that the resolution is full force and effect as of the date of this certification Be it resolved that , the of ,is hereby authorized to execute the Wire Transfer Agreement, attached along with this Resolution, on behalf of City of Denton with Dated the day of _ of , 19 SEAL Secretary AFF01 E0E 15 of 40 WIRE TRANSFER AUTHORIZATION CERTIFICATE The undersigned authorized officer of the City of Denton hereby certifies that the following -named officers or employees of the City of Denton have been authorized by appropriate action of the City of Denton to instate requests or orders on behalf of the City of Denton to (thereafter called Bank) using the authorization code which has been issued to the City of Denton by Bank Nntae h „3 AneNumfter IAMfi! 1 2 3 4 Optional Security Procedure The followmg-named officers or employees of the City of Denton are authorized to receive callback verlIcatioa from Bank Complete this mformauon only if you have selected Option B on Attachment A to the Wire Transfer Agreement Name ," Ifi6 phone Ntttnber 1 2 3 4 The City of Denton agrees that the officers or employees named above shall have full and complete authority to untrate requests or orders to Bank and/or approve callback verifications from Bank pursuant to the Wire Transfer Agreement as revised from time to time and this Certificate unless and until the City of Denton delivers written notice to Bank modifying or rescinding such authority, which notice shall be in the form of this Certificate This Certificate supersedes any prior Certificate of the City of Denton delivered to Bank Dated on City of Denton By — Name Title AFF01 a0E 16 of 40 ATTACHMENT A WIRE TRANSFER SECURITY PROCEDURE This Attachment is hereby incorporated into that certain Wire Transfer Agreement with an effective date of (the "Agreement") by and between (Bank) and the City of Denton (User) Security Procedure Selection Bank's standards Security Procedure consists of confirming that the authorization code that accompanies a wire transfer instruction corresponds with a valid authorization code assigned to the City of Denton If the order is voice initiated involving $100,00 or more, and the order is not a repetitive order, Bank's standard security procedure also includes a callback to a person designated by User, the City of Denton A "repetitive order" is an instruction to Bank to pay a specified amount of money to a previously designated beneficiary at a previously designated beneficiary's bank Bank also offers a number of optional Security Procedure features that allow the City of Denton to customize the Security Procedure Bank will use to verify that the User City of Denton has authorized an order The User acknowledges that Bank has provided the User with a description of each of the optional Security Procedures described below The User refuses to have its order verified by any Security Procedure identified in this section other than the Security Procedure(s) it has expressly designated herem The User has reviewed Bank's standard Security Procedure and each of Bank's optional Security Procedure features and has determined that Bank's standard Security Procedure, as modified by the following optional Security Procedure feature(s), best meets its requirements, given the size, type and frequency of the orders it will issue to Bank OPTIONAL SECURITY PROCEDURE FEATURES A No callback on any orders. If this box is checked, Bank will not perform a callback on any order, including voice-mitiated, non -repetitive orders, regardless of amount B Callback to a designated individual on (check only one) 1 All voice-imtrated, non -repetitive orders that equal or exceed $ 2 All voice -initiated orders (repetitive and non -repetitive) that equal or exceed 3 All orders based on the specific dollar limits the User has notified Bank, in writing, it has established for each designated individual for the purpose of initiating transfers C Cash Management. Customer Is responsible for establishing security provisions for individuals initiating wire transfers through the Cash Management system If an Option B is selected and no amount is specified above, a callback will be made on orders that equal or exceed $100,000 Unless the User has indicated that Bank is not to perform a callback, Bank will attempt to contact a designated individual at a telephone number that the User has previously provided to Bank If an individual so contacted by Bank identifies him or herself as the designated individual and confirms that the order was sent to Bank by the User, Bank shall be conclusively deemed to have complied with the callback Security Procedure The User Is bound by orders. The User agrees that it is bound by any order, whether or not authorized, issued in its name and accepted by Bank in compliance with the Security Procedure chosen by the User Effect on prior agreements as to Security Procedures. This Attachment supersedes any and all prior agreements between the User and Bank regarding the Security Procedure to be used to verify the orders received by Bank in the name of the User, including any other document previously executed by the parties and designated to be "Attachment A" to the Agreement AFF016DE 17 of 40 Security Procedure Protection. The User and Bank agree to preserve the confidentiality of the Security Procedure used by the User If the User becomes aware of a breach of the Security Procedure, or suspects that a breach of the Security Procedure may occur, the User shall immediately report this information to Bank in such a manner as to afford Bank a reasonable opportunity to act on the information In Witness Whereof, the parties have caused this Agreement to be executed and do each hereby warrant and represent that their respective signatory, whose signature appears below, has been and is on the date of this Agreement, duly authorized by all necessary and appropriate corporate action to execute this Agreement Agreed to and Accepted By Agreed to and Accepted By City of Denton aggh (the "User") By By Name Name Tide Title Date Date AFF01 a0E 19 of 40 Addendum Six ELECTRONIC FEDERAL TAX PAYMENT SYSTEM ACH CREDIT ORIGINATION AGREEMENT This "Agreement" is made on . by and between City of Denton ("The Company") and _ ("The Bank") The Company has requested that the Bank permit it to mittate electronic signals for paperless entries through the Bank to accounts maintained at the Bank and at other financial institutions, by means of the Automated Clearing House (the "ACH") The Bank has agreed to do so on the terms of this Agreement Now, therefore, the Company and the Bank agree as follows RULES The Company acknowledges receipt of a copy of the operating rules of SWACHA (as amended from time to time, the "Rules") The Company agrees to comply with and be bound by the Rules The Bank agrees to mforin the Company of recessions to the Rules of which the Bank has knowledge TRANSMISSION OF ENTRIES- SECURITY PROCEDURES The Company will transmit all credit entries to the Bank at the location, on or before the deadlines, described on Attachment 1 to this Agreement The Company will confirm all entries to the format, content and specifications contained in the Rules, except as provided with the security procedures described in Attachment 2 to this Agreement The Company authorizes the Bank to transmit all entries received by the Bank from the Company in accordance with the tetras of this Agreement and to debit entries to the specified accounts BANK OBLIGATIONS In a timely manner and in accordance with the Rules, the Bank will process, transmit, and settle for the entries received from the Company which comply with the terms of this Agreement, including the security procedures WARRANTIES The Company warrants to the Bank all warranties the Bank is deemed by the Rules to make with respect to entries originated by the Company Without limiting the foregoing, the Company warrants and agrees that (a) each entry is accurate and timely, and (b) the Company will comply with the terms of the Electronic Funds Transfer Act if applicable, or Umform Commercial Code Article 4A (UCC4A), if applicable, and shall otherwise perform its obligations under this Agreement in accordance with all applicable laws and regulations The Company shall indemnify the Bank against any loss, liability or expense (including attorney fees and expenses) resulting from or arising out of any breach of any of the foregoing warranties or agreements S SETTLEMENT, FINANCIAL INFORMATION AND ACCOUNT BALANCES The Company will maintain an account with the Bank at all tithes during the term of this Agreement The Company will maintain in the account at least two business days prior to the applicable settlement date, immediately available funds sufficient to cover all credit entries enlisted by it The Bank will place a hold on all ACH proposed tax payment funds until payment is completed on the applicable settlement date The Company authorizes the Bank to debit its account on the applicable settlement date in the amount of each entry CANCELLATION OR AMENDMENT The Company shall have no right to cancel or amend any entry/file after its receipt by the Bank However, the Bank shall use reasonable efforts to act on a request by the Company to cancel an entry/file before transmitting it to the ACH Any such request shall comply with the security procedures described on Attachment 2 to this Agreement The Bank shall have no liability if it fads to effect the cancellation AFF0160E 19 of 40 REJECTION OF ENTRIES The Bank shall reject any entry which does not comply with the requirements of Section 1 of this Agreement and may reject any entry if the Company is not otherwise in compliance with the terms of this Agreement The Bank shall notify the Company by telephone of such rejection no later than the business day such entry would otherwise have been transmitted by the Bank to the ACH The Bank shall have no liability to the Company by reason of the rejection of any entry or the fact that such notice is not given at an earlier time than that provided for herein NOTICE OF RETURNED ENTRIES The Bank shall notify the Company by telephone or fax of the receipt of a returned entry from the ACH no later than one business day after the business day of such receipt The Bank shall have no obligation to retransmit a returned entry if the Bank complied with the terms of this Agreement with respect to the original entry The Bank has no obligation to originate a transaction where authorization has been revoked REVERSALS After receiving approval from the Internal Revenue Service (IRS), the Company may inittate a reversing entry or file of entries as permitted by the Rules 10 PERIODIC STATEMENT The periodic statement issued by the Bank for the Company's account will reflect entries debited to the Company's account The Company agrees to notify the Bank within a reasonable time not to exceed thirty (30) days after the Company receives a periodic statement of any discrepancy between the Company's records and the information in the periodic statement 11 FEES The Company agrees to pay the Bank for services provided under this Agreement in accordance with the schedule of charges attached to this Agreement as Attachment 3 The Bank may change its fees from time to time upon notice to the Company Bank is authorized to charge account number for fees 12 LIABILITY (a) The Bank shall be responsible only for performing the services expressly provided for in this Agreement and shall be liable only for its gross negligence in performing those services The Bank shall not be responsible for the Company's acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or due authorization of any entry received from the Company) or those of any other person, including without limitation any Federal Reserve Financial Institution or transmission or communications facility, any receiver or Receiving Depository Financial Inanition (including without limitation on the return of an entry by such receiver or Receiving Depository Financial Institution), and no such person shall be deemed the Bank's agent The Company agrees to indemnify the Bank against any loss, liability or expense (including attorney fees and expenses) resulting from or ansmg out of any claim of any person that the Bank is responsible for any act or omission of the Company or any other person described in this Section 12(a) (b) in no event shall the Bank be liable for any consequential, special, punitive or indirect loss or damage which the Company may incur or suffer in connection with this Agreement, including without limitation, loss or damage from subsequent wrongful dishonor resulting from the Bank's acts or omissions pursuant to tins Agreement (c) Without limiting the generality of the foregoing provisions, the Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war emergency conditions or other circumstances beyond the Bank's control In addition, the Bank shall be excused from failing to transmit or delay in transmitting an entry if such transmittal would result in the Bank's having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines AFF0150E 20 of 40 or in the Bank's otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U S governmental regulatory authority (d) Subject to the foregoing Imitations, the Bank's liability for loss shall be limited to general monetary damages not to exceed the total amount paid by the Company for the affected ACH service, as performed by the Bank under this agreement for the preceding 30 calendar days 13 INCONSISTENCY OF NAME AND ACCOUNT NUMBER The Company acknowledges that, if any entry describes the receiver inconststently by name and account number, payment of the entry may be made on the basis of the account number even if it identifies a person different from the named Receiver 14 BUSINESS DAY The term "business day" as used herein shall refer to those days wluch are open for business for the Federal Reserve The Bank will famish at the Company's request a current calendar of said Federal Reserve business days is DATA RETENTION The Company &ball retain data on file adequate to permit remaking of entries for five (5) business days following the date of their transmittal to the Bank as provided herein, and shall provide such data to the Bank upon its request 16 TERMINATION The Bank may amend the terms of this Agreement from time to time by notice to the Company Either party may terminate thus Agreement upon ten (10) days written notice to the other The Bank shall have no obligation to transmit entries if the Company is in default of its obligations under this Agreement, including the obligation to pay the Bank for each credit entry The Bank shall be entitled to rely on any written notice believed by it in good faith to be signed by one of the authorized representatives whose names and signatures are set forth on Attachment 4 to this Agreement 17 ENTIRE AGREEMENT This Agreement (including the Attachments attached hereto), together with the account agreement, is the complete and exclusive statement of the agreement between the Bank and the Company with respect to the subject matter hereof and supersedes any prior agreement(s) between the Bank and the Company with respect to such subject matter In the event of any inconsistency between the terms of this Agreement and the account agreement, the terms of this Agreement shall govern In the event performance of the services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future stature, regulation, or government policy to which the Bank is subject and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation, or policy, and the Bank shall incur no liability to the Company as a result of such violation or amendment is NON -ASSIGNMENT The Company may not assign this Agreement or any of the rights or duties hereunder to any person without the Bank's prior written consent 19 BINDING AGREEMENT BENEFIT This Agreement shall be binding upon and mure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns This Agreement is not for the benefit of any other person, and no other person shall have any right against the Bank or the Company hereunder 20 HEADINGS Headings are used for reference purposes only and shall not be deemed a part of this Agreement 21. GOVERNING LAW This Agreement shall be construed in accordance with and governed by the laws of the State of Texas and SWACHA rules AFF0150E 21 of 40 Company City of Denton By Name, Tide Date Bank By Title Date AFF0160E 22 of 40 AUTOMATED CORPORATE SERVICES AGREEMENT ELECTRONIC FEDERAL TAX PAYMENT SYSTEM ACH CREDIT ORIGINATION AGREEMENT SCHEDULE A EFTPS ACH CREDIT TRANSACTION PROCESSING SCHEDULE *Credits originated before Two Business Days prior to the Effective Date will be rejected and returned by the Federal Reserve AFF0150E 23 of 40 AUTOMATED CORPORATE SERVICES AGREEMENT ELECTRONIC FEDERAL TAX PAYMENT SYSTEM ACH CREDIT ORIGINATION AGREEMENT SCHEDULE B SECURITY PROCEDURES The Bank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an authorized representative, and any such communication shall be deemed to have been signed by such person PERSONAL COMPUTER FILE TRANSMISSION The Company's authorized representative will access the ACH system by utilizing the prearranged logon procedures, remote ID, and file ID The Company's authorized representative will provide the Bank with verification of the totals contained in the tra arrussion by sending a fax transmission to the Bank's contact In the event that the Company or the authorized representative is unable to fax the information, the Company's authorized representative will telephone the Bank's contact with the verification and also mail the information as back-up on the same day transmitted The Bank will anticipate the receipt of a transmission from the Company on each scheduled processing date identified by the Company in writing and agreed to by the Bank The Company's Authorized Representative will notify the Bank if a transmission will not take place on the prearranged scheduled processing date The Company is responsible for ensuring that the Bank receives the transmission on each processing date indicated in the processing schedule The Bank will verify that the file totals agree with the Company information given by fax or phone In the event of a discrepancy in the totals, the Bank will call the specified Company Authorized Representative designated by an authorized signatory of the Company If an Authorized Representative is not available for notification, then the file will not be processed until the Company's Authorized Representative can be contacted on the next business day The Company is solely responsible for the accurate creation, modification, and deletion of the account information maintained on the Company's personal computer and used for ACH money transfer The Company agrees to comply with written procedures provided by the Bank for the creation, maintenance, and initiation of ACH money transfer The Company is solely responsible for access by its employees of the data files maintained on the Company's computer The Company is responsible for operator security-yirocedures on the one personal computer licensed for use of the Program AFF0150E 24 of 40 AUTOMATED CORPORATE SERVICES AGREEMENT ELECTRONIC FEDERAL TAX PAYMENT SYSTEM ACH CREDIT ORIGINATION AGREEMENT SCHEDULE C FEE SCHEDULE Bank Originated ACH Credit Same Day Settlement Credit Cash Management Tax Payment AFF01 a0E 25 of 40 AUTOMATED CORPORATE SERVICES AGREEMENT ELECTRONIC FEDERAL TAX PAYMENT SYSTEM ACH CREDIT ORIGINATION AGREEMENT SCHEDULE D ACH AUTHORIZED SIGNATURE FORM DATE SENDING ENTITY NAME COMPANY ID# ACCOUNT# ACH CREDIT MAXIMUM AMOUNT $ DAYTIME PHONE NUMBER 940-349-8212 AFTER HOURS PHONE NUMBER FAX NUMBER THE SIGNATURES BELOW ARE THE SIGNATURES OF EMPLOYEES VESTED BY OUR BOARD OF DIRECTORS WITH FULL AUTHORITY TO SIGN TRANSMITTAL REGISTERS USED IN CONJUNCTION WITH THE DEPOSIT OF ACH FILES NAME SIGNATURE 1 2 3 4 5 6 !1P ! i P A .1 p wi I I hp mmampd fA, T.,ifl t r ;mpvpptpriPf1fnPC Authorized Signature Title AFF0150E 26 of 40 Addendum Seven ACH Origination Agreement A The City of Denton wishes to mitiate Credit and Debit Entries pursuant to the terms of the Agreement and the rules relating to Corporate Trade Payment Entries (the "Rules") of the National Clearing House Association, for the purpose of processing payments by means of electronic debits, and , hereinafter referred to as Bank, is willing to act as an Originating Depository Financial Institution with respect to such Entries B Unless otherwise defined herein, capitalized terms shall have the meanings provided in the Rules AGREEMENT NOW, THEREFORE, in consideration of the mutual promises contained herein, The City of Denton and Bank agree as follows Preparation of Entries. Bank shall prepare Prenotifications and Entries (referred to herein collectively as "Entries") on the basis of data transmitted by the City of Denton Tbg City of Denton shall provide such data (referred to herein as "Entry Data") in the form, have the content, and be transmitted to the Bank location at The data shall include a file of payees names, bank numbers, account number and debit amounts This file shall be to specifications of Federal Reserve Bank, SWACHA and the Bank Bank may change such requirements from tune to time upon 30 days' written notice to the City of Denton. Bank shall have no obligation to act on Entry Data received that does not comply with the foregoing requirements, or to reverse, adjust, or stop payment or posting of any Entry Data received or any Entry prepared therefrom Transmittal of Entries and Settlement. Except in the case of Entries initiated to accounts maintained with Bank (referred to herein as "On-Us-Entnes") Bank shall transmit Entries that comply with the requirements provided for herein to its Automated Clearing House and settle for such Entries in accordance with the Rules The City of Denton shall deliver file to the Bank by 2.00 p.m. two (2) workine days prior to nayment date Where Entry Data that complies with the requirements provided for herein is received by the Bank Deadline, Bank shall transmit the Entries prepared from such Entry Data (other than On-Us-Entnes) to its Automated Clearing House prior to the Applicable ACH Deadline In the event Bank receives Entry Data after a particular Bank Deadline, it shall have no obligation to transmit the Entries derived therefrom to its Automated Clearing House by the applicable ACH Deadline Any Bank Deadline may be changed by Bank form time to time on 30 days' prior written notice to the City of Denton. (a) Credit Entries The Cily of Denton shall pay Bank in immediately available funds the amount of each Credit Entry with respect to which Entry Data is transmitted to Bank under this Agreement These funds shall be deposited at such time as agreed upon by the parties Bank shall promptly recredit the account specified below (the "Account") with the amount of each On -Us -Entry rejected by Bank as provided in Section 4, and AFF0160E 27 of 40 each other Entry returned by the Receiving DFI, provided Bank has obtained the returned Entry from such Receiving DFI (b) Debit Entries Bank shall credit the account specified below (the "Account") with the amount of each Debit Entry transtrutted to Bank by its Account under this Agreement Bank shall credit the City of Denton on Settlement Date in accordance with the Bank's customary posting procedure differences between On-Us-Entnes and other Entries The City of Denton shall be entitled to withdraw the amount of such credit upon Bank's receipt of entry In the event such an Entry is returned by a Receiving DFI in accordance with the Rules after Batik has provided such credit, the City of Deton shall, upon demand, repay Bank the amount of such Entry On -Us -Entries. In the case of On-Us-Entnes, subject to Bank's right to reject any such Entry as provided below, Bank shall credit and debit the amount of each such Entry prepared from Entry Data received that complies with the requirements provided for herein to the appropriate Receiver's account maintained with Bank Bank shall have the right, in its sole discretion, to reject any On -Us -Entry for an account not in an open status Entry Information. Bank shall provide the City of Denton with notice of the return or rejection of Entries tinder this Agreement as follows The Bookkeeping Department will notify the City of Denton by telephone of any returned debit the next working day after the item is received in the Bank's returns Returns will be received by 1 Treasury Analyst 2 Admimstrative Secretary Phone k 940-349-7743 Phone N 940-349-8531 Comphance with Rules. The City of Denton and Bank shall comply with and be bound by the Rules as in effect from time to time Coo ern ation• The City of Denton and Bank agree to cooperate promptly and fully in the investigation of any claim asserted by any person arising out of this Agreement or the transactions contemplated thereby Batik Liability. Notwithstanding any provision to the contrary contained herein, Bank shall only be liable to the City of Denton under this Agreement for its failure to provide any credit or make any payment provided for herein or for its gross negligence or willful misconduct in performing the service provided for herein Bank shall have no liability or responsibility with respect to any other matter, including without lmutations, any act or omission by Bank's Automated Clearing House, any other financial institution, or any other person Bank shall have no Lability for any consequential damages Delay by Bank beyond time lumts provided in this Agreement is excused if caused by interruption of communication facilities, strikes, emergency conditions, or other circumstances beyond its control The City of Denton Liability. Except as specified below, the City of Denton shall be deemed to make the same warranties to Bank with respect to both On-Us-Entnes and other Entries subject to this Agreement as Bank is deemed to make under the Rules, and AFF0180E 28 of 40 Bank shall have no responsibility with respect to the matters so warranted by the City of Denton, In the case of On -Us -Entrees, such warranties shall apply as of the tune such Entries are processed by Bank Bank shall not be liable for (a) the debiting or crediting of the amount of an Entry to the account of any person, as required by the City of Denton. (b) the delay of any financial institution other than Bank in debiting or crediting, or the failure of such institution to debit or credit the amount of an Entry, as required by the City of Denton , and (c) delay of the City of Denton in uut►ating or the failure of the City of Denton to uutiate any Entry 10 Advertising, No advertising or publicity concerning this Agreement in which the name of Bank is used will be undertaken without prior written approval of Bank I Verifications, After Bank receives the file from the City of Denton, Bank will verify the following by telephone A Total Amount B Number of Records C Pay Date This information will be verified by one of the following employees 12 Payment for Bank Services, The cost of this service will be 13 The Account, The Account is the following deposit account maintained by the City of Denton with Bank Account # Bank Office Location The City of Denton may, without demand, debit the Account for any amount payable by the City of Denton to Bank under this Agreement The City of Denton represents to Bank that the Account is, and during the term of this Agreement will be maintained primarily for business, and not for personal, faintly or household purpose 14 Notices, Except as otherwise provided herein, any written notice or other written communication required or permitted to be given under the Agreement shall be delivered or sent by United States registered mail, postage prepaid, and, if to Bank, addressed to AFF0150E 29 of 40 and, if to the City of Denton addressed to Director of Fiscal Operations 215 E. McKinney Denton. Texas 76201 Unless another address is substituted by notice delivered or sent as provided herem Any such notice shall be deemed given when received 15 The cost of such ACH credit or debit will be entered monthly as a hard -dollar charge or payment by compensating balances may be substituted 16 Termination, This Agreement may be terminated by the City of Denton or Bank at any time by giving thirty days' prior written notice thereof to the other parry Notwithstanding such termination, this Agreement shall remain in force and effect as to all transactions that shall have occurred prior to the date of termination 17 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas 18 Headings. Headings are used for reference purposes only and shall not be deemed a part of this Agreement 19 Entire Agreement, Etc, This Agreement embodies the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous negotiations, representations, and agreements with respect hereto, and shall be binding upon the parties hereto, and their respective successors and assigns This Agreement may be amended only by a writing signed by both parties LC-17 A 0 1- tg Signed Signed Title Date AFF0160E 30 of 40 a Title Date Company Name City of Denton Address City. State Primary Contact Operations Contact Pre -note Entries (date) Compitty Calendar Received (date) ACH SERVICE INFORMATION ACH Service ( ) Direct Deposit ( ) Automatic Debits Phone# 940-349-8224 Phone# 940-349-8224 Live Entries _ (date) Input Media ACH for the PC ( ) Diskette ( ) Phone Line Company ID# Delivery Method ( ) Couner ( ) Company Carrier ( ) Mail ( ) Other -Specify Input Delivery Location BANK ACH DIVISION INFORMATION Primary Contact Phone# Operations Contact Phone# AFF0150E 31 of 40 I AUTOMATIC DEBIT FILES All ACH Automatic Debit files shall be delivered to the Bank no later than 12 00 p in , two business days prior to the file Settlement Date, i e if the settlement day is Friday, the file must be at the bank facility disclosed in the agreement by the previous Wednesday before 12 00 p in 2 All ACH Direct Deposit files shall be delivered to the Bank no later than 12 00 p in two business day prior to the file Settlement Date, i e if the settlement day is Friday, the file must be at the bank facility disclosed in the agreement by the previous Wednesday before 12 00 p in Always take into account bank holidays when scheduling your file delivery dates and time Below is a schedule of bank holidays for the 1997/98 year o id HOLIDAY SCHEDULE 20 Dav Columbus Day October 13 Monday Veterans Day November 11 Tuesday Thanksgiving Day November 27 Thursday Christmas Day December 25 Thursday New Year's Day January I Thursday Martin Luther King Day January 19 Monday Presidents Day February 16 Monday Memorial Day May 25 Monday Independence Day July 3 Friday Labor Day September 7 Monday ACH ORIGINATION FEE SCHEDULE ACH for the PC Software $ ACH File $ Individual File Records $ Returned Entries $ These fees may be paid direct or compensating balances may be used to offset any and all charges These charges will be calculated on the final day of each month and charged to the account of the Cry of DD number on the day of the month By City of Denton Date AFF0160E 32 of 40 ACH CHART Busmass Name City of Denton AFF01 GOE 33 of 40 MASTER REPURCHASE AGREEMENT Dated as of Between (Seller) and City of Denton (Name Of Customer) (Buyer) Applicability From tune to time the parties hereto may enter into transactions in which one parry ("Seiler") 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 the transfer of funds by Seller Each such transaction shall be referred to herem as a "Transaction" and shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto, unless otherwise agreed in writing Definitions (a) "Act of Insolvency" with respect to any party, (i) the commencement by such parry as debtor of any case or proceeding under an bankruptcy, insolvency, reorganization, liquidation dissolution or sunder law, or such parry seeking the appointment of a receiver, trustee, custodian or similar official for such parry or any substantial part of its property, or (u) the commencement of any such case or proceeding against such parry or another seeking such appointment, or the filing against a party of an application for a protective decree under the provisions 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 or the entry of an order having a similar effect, or (C) is not dismissed within 15 days (in) the making by a party of a general assignment for the benefit of creditors or (iv) the admission in writing by a party of such parry's mabhlity to pay such parry's debts as they become due (b) "Additional Purchased Securities", Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof (c) "Buyer's Margin Amount" with respect to any Transaction as of any date the amount obtained by application of a percentage (which may 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 prior to entering into the transaction to the Repurchase Price for such Transaction as of such date (d) "Confirmation", the meaning specified in Paragraph 3(b) hereof, (e) "Income", with respect to any Security at any tune, any principal thereof then payable and all interest dividends or other distributions thereon, (f) "Margin Deficit", the meaning specified in Paragraph 4(a) hereof, (g) "Margin Excess", the meaning specified in Paragraph 4(b) 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 to by the parties or the most recent closing bid quotation from such a source, plus accrued income to the extent not included therein (other than any Income credited to transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) as of such date (unless contrary to market practice for such Securities), (h) "Price Differential", with respect to any Transaction hereunder as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of, days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of determination (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction) 0) "Pricing Rate", the per annum percentage rate for determination of the Price Differential, (k) "Prime Rate", the prune rate of U S money center commercial banks as published m 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 (u) 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 amount of any cash transferred by Seiler to Buyer pursuant to Paragraph 4(a) hereof or applied to reduce Seller's obligations under clause (it) of Paragraph 5 hereof, AFF0150E 34 of 40 (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 to 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 4(b), (o) "Repurchase Date", the date on which the seller is to repurchase the Purchased Securities form Buyer including any date determined by application 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 (including 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 amount determined by the application of the provisions of Paragraph I 1 hereof, (q) "Seller's Margin Amount", with respect to any Transaction as of any date, the amount obtained by application of a percentage (which may be equal to the percentage that is agreed to as the Buyer's Margin Amount under subparagraph (c) of this Paragraph), agreed to by Buyer and Seller prior to entering into the Transaction, to the Repurchase Price for such Transaction as of such date Initiation, Confirmation, Terinluatlont (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or is agent against the transfer of the Purchase Price to an account of Seller (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed shall promptly deliver to the other parry a written confirmation of each Transaction (a "Confirmation") The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify, Buyer and Seller and set forth (i) the Purchase Date, (it) the Purchase Price (in) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed Between Buyer and Seller with respect to the Transaction m which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly afar receipt thereof In the event of any conflict between the terms of such Confirmation and this Agreement this Agreement shall prevail (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective On the date specified in such demand or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or it's agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer Margin Maintenance (a) If at any tune the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular parry hereto is acting as Buyer is less than the aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit"), then Buyer may by notice to Seller require Seller in such Transactions at Seller's option, to transfer to Buyer cash or additional securities reasonably acceptable to Buyer ("Additional Purchased 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 as acting as Seller) (b) If at any tune the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party herein is acting as Seller exceeds the aggregate Seller's Margin Amount for all such Transactions at such tune (a "Margin Excess"), then seller may by nonce to Buyer require Buyer in such Transactions, at Buyer's option, to transfer cash or Purchased Securities to Seller, so that the aggregate market Value of the Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred will thereupon not exceed such aggregate Seller's Margin Amount (increased by the amount of any Margur Excess as of such date from any Transactions in which such Seller is acting as Buyer) (c) Any cash transferred pursuant to this paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer and Seiler (it) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer or Seller (or both) under subparagraphs (a) and (b) of this Paragraph may be exercised only where a Margin Deficit or Margin Excess exceeds a specified dollar amount or a specified percentage of the Repurchase Prices for such Transactions (which amount or percentage shall be agreed to by Buyer and Seller prior to entering into any such Transactions) AFF0150E 36 of 40 (e) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer and Seller under subparagraphs (a) and (b) of this Paragraph to require the elimination of a Margin Deficit or a Margin Excess, as the case may be, may be exercised whenever such a Margin Deficit or Margin Excess exists with respect to any single Transaction hereunder (calculated without regard to any other Transaction outstanding under this Agreement) S Income Payments Where a particular Transaction's term extends over an Income payment date on the Securities subject to that Transaction, Buyer shall, as the parties may agree with respect to such Transaction (or, in the absence of any agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (i) transfer to or credit to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities subject to such Transaction or (it) apply the Income payment or payments to reduce the amount to be transferred to Buyer by Seller upon termination of the Transaction Buyer shag not be obligated to take any action pursuant to the preceding sentence to the extent that such action would result in the creation of Margin Deficit, unless prior therein or simultaneously therewith Seller transfers to Buyer cash or 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 Transactions, and shall be deemed to have granted to Buyer a security interest in, all of the Purchased Securities with the respect to all Transactions hereunder and all proceeds thereof 7 Payment and Transfer Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (it) shall be transferred on the book -entry system of a Federal Reserve Bank, or (tit) shall be transferred by any other method mutually acceptable to Seller and Buyer As used herein with respect to Securities, "transfer" is intended to have the same ,meaning as when used in Section 8.313 of the Texas Business and Commerce Code or, where applicable, in any federal regulation governing transfers of the Securities 3 Segregation of Purchased Securities To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial intermediary or a clearing corporation Tide to all Purchased Securities shall pass to Buyer and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraphs 3, 4 or 11 hereof, or of Buyer's obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph S hereof Requited Disclosure for Transactions in Which the Seiler Retains Custody of the Purchased Securities Seller is not permitted to substitute other securities or those to this Agreement and therefore must keep Buyer's securities segregated at all tune, unless in this Agreement Buyer grants Seller the right to substitute other securities If Buyer grants the right to substitute, this means that Buyer's securities will likely be commingled with Seller's own securities during the trading day Buyer Is advised that, during any trading day that Buyer's securities are commingled with Seller's securities, they will be subject to liens granted by Seller to its clearing bank and may be used by Seller for deliveries on other securities transactions Whenever the securities are commingled, Seller s ability to resegregate substitute securities for Buyer will be subject to Seller's ability to satisfy the clearing lien to obtain substitute securities AFF0I EOE 36 of 40 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)i In Transactions in which the Seller retains custody of Purchased Semmes, the Parties expressly agree that Buyer shall be deemed, for purposes of subparagraph (a) of dus Paragraph, to have agreed to and accepted in this Agreement substitution by Seller of other Securities for Purchased 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 to Representations Each of Buyer and Seller represents and warrants to the other that (t) it is 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 performance, (u) it will engage in such Transactions as principal (or, if agreed in writing in advance of any Transaction by the other parry harem, as agent for a disclosed principal), (iii) the person signing this Agreement on its behalf is duly authorized to do so on its behalf (or on behalf of any such disclosed principal), (tv) it has obtained all authorizations of any government&[ body required an connection with this Agreement and the Transactions hereunder and such authorizations are in fall force and (v) the execution, delivery and performance of this Agreement and the Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected On the Purchase Date for any Transaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it 11 Events of Default In the event that (i) Seller fails to repurchase or Buyer fads to transfer Purchased Securities upon the applicable Repurchase Date, (ii) Seller or Buyer fails, after one business day's notice, to comply with Paragraph 4 hereof, (lii) Buyer fails to comply with Paragraph S 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 material respect when made or repeated or deemed to have been made or repeated, or (vh) Seller or Buyer shall admit to the other its inability to, or its intention not to, perform any of its obligations hereunder (each an "Event of Default") (a) At the option of the non defaulting parry, exercised by written notice to the defaulting parry (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Act of Insolvency), the Repurchase Date for each Transaction hereunder shall be deemed immediately to occur (b) In all Transactions in which the defaulting patty is acting as Seller, of the non defaulting parry exercises or is deemed to have exercised the option referred to in subparagraph (a) of this paragraph, (i) the defaulting parry's obligations hereunder to repurchase all Purchased Securities an such Transactions shall thereupon become immediately due and payable, (d) to the extent permitted by applicable law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtained by daily application of (x) the grater of the Pricing Rate for such Transaction or the Prune 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 parry wadi respect to such Repurchase Price pursuant to clause (tit) of this subparagraph, (B) any proceeds from the sale of Purchased Securities pursuant to subparagraph (d)(i) of this Paragraph, and (C) any amounts credited to the account of the defaulting parry pursuant to subparagraph (a) of this Paragraph) on a 360 day per year basis for the actual number of days during the period from and including the date of the Event of Default giving rise to such option to but excluding the date of payment of the Repurchase Price as so increased, (th) all Income paid after such exercise or deemed exercise shall be retained by the non defaulting parry and applied to the aggregate unpaid Repurchase Prices owed by the defaulting parry, ,and (tv) the defaulting party shall immediately deliver to the non defaulting parry any Purchased Securities subject to such Transactions then an the defaultmg parry's possession (c) in all Transactions in which the defaulting parry is acting as Buyer upon tender by the non defaulting parry of payment of the aggregate Repurchase Prices for all such Transactions, the defaulting parry's right, tide and interest in all Purchased Securities subject to such Transactions shall be deemed transferred to the non defaulting parry, and the defaulting patty shall deliver all such Purchased Securities to the non defaulting party (d) After one business day's notice to the defaulting parry (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 this paragraph or the notice referred to in clause (u) of the first sentence of this Paragraph), the non defaulting party may AFF01 a0E 37 of 40 (i) as to Transactions in which the defaulting parry 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 to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Securities, to 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 source or the most recent closing bid quotation from such a source, against the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder, and (it) as to Transactions in which the defaulting party is acting as Buyer, (A) purchase securities ("Replacement Securities") of the same class and amount as any Purchased Securities that are not delivered by the defaulting party to the non defaulting party as required thereunder or (B) in its sole discretion elect, in lieu of purchasing Replacement Securities, to be deemed to 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 parry shall be liable to the non defaulting party (i) with respect to Purchased Securities (other than Additional Purchased Securities), for any excess of the price paid (or deemed paid) by the non defaulting party for Replacement Securities therefor over the Repurchase Price for such Purchased Securities and (it) with respect to Additional Purchased Securities, for the price paid (or deemed paid) by the non defaulting party for the Replacement Securities therefor In addition, the defaulting party shall be liable to the non defaulting parry for interest on such remaining lability with respect to each such purchase (or deemed purchase) of Replacement Securities from the date of such purchase (or deemed purchase) until paid in fiill by Buyer Such interest shall be a rate equal to the greater of the Pricing Rate for such Transaction or the Prune Rate (f) Par 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 for such Transaction determined as of the date of the exercise or deemed exercise by the non defaulting party of its option under subparagraph (a) of this Paragraph (g) The defaulting party shall be liable to the non defaulting party for the amount of all reasonable legal or other expenses incurred by the non defaulting patty in connection with or as a consequence of an Event of Default together with interest thereon at a rate equal to the greater of the Pricing Rate for the relevant Transaction or the 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 Agreement Buyer and Seller acknowledge that, and have entered hereunto and will 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 at the performance of any obligations shall constitute a default by it in respect of all Transactions hereunder (fl) that each of them shall be entitled to set off claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any transaction against obligations owing to them in respect of any other Transactions hereunder and (ii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have made in consideration of payments deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to 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 I attached herein 14 Entire Agreement, SeverabBtty This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions Each provision and agreement herein 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 AFF0160E 38 of 40 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 insure to the benefit of the parties and their respective successors and assigns This Agreement may be canceled by either party upon giving written notice to the other, exceptthat this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstandmg 16 Governing Law 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 shag consume a waiver of its right to exercise any other remedy hereunder No modification or waiver of any provision of this Agreement and no consent by any party to a departure harefrom shall be effective unless and until such shall be in writing and duly executed by both of the parties hereto Without lumumon on any of the foregoing, the failure to give a notice pursuant to subparagraphs 4(a) or 4(b) hereof will not constitute a waiver of any right to do so at a later date 1S Use of Employee Plan Assets (a) If assets of an employee benefit plan subject to any provision of the Employee Reurement Income Security Act of 1974 ("ERISA") are intended to be used by either party hereto (the "Plan Party") in a transaction, the Plan Party shall so notify the other party prior to the Transaction The Plan Party shall represent in writing to the other party that the Transaction does not constitute a prohibited transaction under ERISA or is otherwise exempt therefrom, and the other party may proceed in reliance thereon but shall not be required so to proceed (b) Subject to the last sentence of subparagraph (a) of this Paragraph, any such Transaction shall proceed only if Seller furnishes or has famished 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 pursuant to this Paragraph, Seller shall be deemed (i) to represent to Buyer 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 (it) 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 each Transaction is a "repurchase agreement" as that term is defined in Section 101 of Title I of the United States Code, as amended (except msofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a "securimes contract" as that term is defined in Section 741 of Title t 1 of the United States Code, as amended (b) It its understood that either party's right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof, is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Tide I 1 of the United States Code as amended 20 Disclosure Relating to Certain Federal Protections The parties acknowledge that they have been advised that (a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission ("SEC") under 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 ("SIPA") do not protect the other party with respect to any Transaction hereunder, (b) in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act SIPA will not provide protection to the other party with respect to any Transaction hereunder, and AFF01 a0E 39 of 40 (c) in the case of Transactions in which one of the parties is a Financial Institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation Banks By By Tide Tide Date Date Annex I The items listed below are agreed by Buyer and Seller as exceptions or restnctions to this Master Repurchase Agreement dated By aclmowledgmg the below items, the listed items become provisions of this agreement and are subject to the guidelines of the preceding document BY City of Denton 215 E. McKinney Denton. Texas 76201 9440-349-8224 By_ BmW- AFF0150E 40 of 40 en Texasftnk August 25, 1997 Mr Tom Shaw Purchasing Agent City of Denton 901-B Texas Street Denton, Texas 76201 RE Depository Bid Dear Mr Shaw ORDINANCE EXHIBIT C Please find enclosed the completed depository bid submitted by TexasBank If you should have any questions regarding the bid or need additional information, please feel free to call one of the following contact personnel Gwen Chick, CFO or Cathy Frazier, AVP Business Development (817)598-2323 (940)383-1868 Denton South Banking Center We look forward to the opportunity of working with you and the City of Denton Sincerely, Gwen Chick Chief Financial Officer GC/mys enclosures IV. BANK QUESTIONNAIRE The Bank is requested to thoroughly answer the following questions Additional pages may be appended if space is inadequate How is the bank chartered? State What percent of current loans are classified as non -performing? . 31 % 3 Does the Bank have any significant problems noted by regulatory agencies in the past twenty-four months? If "yes", please explain No. 4 Indicate the Bank's capital to assets ratio for the last five years 12 / 31 / 9 3 = 7.4 0 % , 12 / 31 / 9 - = 7.91%; 12/31/95 = 8.918; 12/31/96 =9.348 ; 6/30/97 = 7.72% 5 What was the Bank's 1996 return on assets (ROA)? 1.668 6 Attach copies of the Bank's most recent FDIC (UPBR1 call reports V. ACCOUNT DESCRIPTIONS A General The City intends to establish the following Bank accounts Employees Claims Account Zero -Balance Account Operating Account Zero -Balance Account Sinking Account Zero -Balance Account Payroll Account Zero -Balance Account Industrial Development Authority Super Now Rehab Account Zero -Balance Account Concentration Account Super Now Insurance Account Zero -Balance Account Electric Distribution Account Zero -Balance Account Clordie Account Super Now CDBG Account Zero -Balance Account Contractual Obligation Super Now Ray Roberts Lake Account Super Now Public Properties Super Now Security Account Super Now 3/31/97 & 6/30/97 are attached. The City reserves the right to open or close any number or type of accounts throughout the period if necessary although no changes are anticipated The services which should be made available to the City include but are not lumted to the following FEE CHARGED/ PER UNIT ESTIMATED VOLUME TOTAL MONTHLY CHARGE DESCRIPTION OF SERVICE 1 5.00 16 accounts 80 00 Account Maintenance 2 --- 16 accounts --- a) First original bank statement per account 20/month b) B�alance inquiries by phone 50.00/month201month 50.00/'T?rhance reporting (daily computer reporting system which lists previous and current day balances, debits, credits averages, and check presentiments for all accounts) 3 .10 80/month 8.00 Deposit tickets (credit posting) 4 .025 25,000/month 625.00 Items deposited (encoding) 5 .055 3,500/month 192.50 Checks Paid (debit posting) .055 1,700/month 93.50 a) Payroll checks .055 1,800/month 99.00 b) General disbursement checks . 0 5 5 50/month 2 75 c) Other debit posung 6 --- 60/month — — — Wire services --- 20/month --- a) Incoming transfers 5.00 40/month 200.00 b) Outgoing (excludes activities in safekeeping account) 5.0 0 25/month 125.00 1) Repetitive by computer 5, 0 0 5/month 25.00 2) Repetitive by phone 5.00 5/month 25.00 3) Free -form by computer 5.00 5/month 25.00 4) Free -form by phone .055 15/month .83 5) ACH transfers 7 10.00 5/month 50.00 Stop payment request 10.0 0 3/month 30.00 a) Written request 5.00 2/month 10.00 b) Automated request by terminal 8 --- 5 boxes of — — — Coin wrappers furnished type/ each coin month 9 — — — 130 books/mo .10 each Deposit shPs printed or TexasBank's cost, whichever is less. 4 TOTAL FEE CHARGED/ ESTIMATED MONTHLY PER UNIT VOLUME CHARGE DESCRIPTION OF SERVICE 10 �_ 3 bags/year 11 --- 35 bags/year 12 --- 1/box 13 --- 4 bra /month 14 ��_ $300,000 on average for 15 accounts 15 100.00/monthl account 16 — 9 account 17 2.50 50/month 1. 0 O 120/month --- 2/month 18 15 accounts 19 1 account 10 00 10.00 10.00 15.00 20 --- 15.00 .04 each 13/month 12/month 2/month $90 million 8/month 1/year Be -weekly payroll 5 Large vault cash bags '-- Plastic drawstring check bags Safe deposit boxes (1Ox10) --- Research hours Cost of collateral pledged by the bank (quote cost per million pledged) 100 . 0 0 /Mon tlControlled Disbursement service charge Zero balance automatic transfers 125.00 a) Return items 12 0.0 0 b) Return items recleared — c) Return item telephone advice --- FDIC insurance cost Securities clearing and safekeeping --- a) Maintenance charge 130.00 b) Receipts deposited 120.00 c) Receipts withdrawal 20,00 d) Coupon collections -- e) Safekeeping of assets, per receipt 12 0. 0 0 0 Book -entry security transfers via Federal Reserve, per —_— transaction g) Audit confirmations Fees for direct deposit services for employees (950 employees, total payroll - 5710,000) 15 00 a) Tape charge b) ACH settlement c) Stop payment orders ,04 each d) Credit/debitposting e) Other (list each specific charge) 21 Cash Management System (See Exhibit C for terms and conditions) NOTE A Momblybasefee $50.00 for all accounts Normal Service 22 Automated Teller Machines (ATM), see Section E, page 7 A Included as part of overall depository bid award Fee p charged per .50 $200 1.00 B _, Total monthly charge _, Fee charged per transaction *to customer who does not ha B If awarded as a separate contractual agreement a TexasBank account. Fee charged per unit • 50 , Total monthly charge$ 4 0 0 Fee charged per transaction 1 . 0 0 23 List any other applicable bank charges None Under a straight fee arrangement with the bank, analysis charges would be debited to the control concentration account and an analysis fee statement will be mailed to the City each month Under a compensating balance method, all accounts would be ued to a main account and collected balances would be maintained to offset service charges Also note, that estimated volume above are projections based on current annual volumes C Aµtomatic Payroll Deposit is a service the City offers its 950 employees The bank would be required to produce bi-weekly payroll transfers from a magnetic tape furnished by the City in ACH format for transfer of funds directly to the employee bank, savings and loan, or credit union account Please state the bank's procedure for this service and list appropriate cut-off times that would apply The City's net payroll is approximately $710,000 each pay period State whether the bank would offer any type of special checking, money market or loan account for the City employees See Attachment A. A tape or diskette can be delivered to either of our Denton locations for the transfer of these payroll funds via ACH. The tape or is e e e � -1;A7Mr-ehan 3 n_m_ AT LEAST 2 days prior to oav day. See attached ACH areement D Does the bank offer any type of sweep account where excess city funds could be invested at a higher rate overnight than in a Super Now account arrangement? Does the bank have money market funds consisting of treasuries, agencies, prime commercial paper, prime domesuc bankers acceptances and collateralized or insured certificates of deposit, that the City could utilize daily as an investment alternatives If so, please explain the fund's parameters and interest earnings history or attach a separate prospectus See Attached. 0 The bank will mstall and matntam ATM Uinta at the following locations o Municipal Building, 215 E McKinney u Denton Municipal Complex, 601 E Hickory o City Hall West, 221 N Elm The Ciry agrees to fiirmsh a lighted, inside location and sufficient electrical power for each machine installation Note The City of Denton reserves the right to remove this section from consideration in the award process and to rebid an award under a separate cover Payment for Services The City intends to pay for all account services provided by the Bank as set fourth in Section V B-E The method expected to be used for the payment of these services is die direct payment method The Bank should debit the appropriate account on a monthly basis The City will require an account analysis each month which will clearly show volume counts, fees charged, and total price for servicing the account The account analysis should also show average ledger balances, average uncollected fluids, and average collected balances, interest rates and the amount of interest paid or credited to the account Thew fees are not subject in change for the length of this contract Please submit a sample of the monthly account analysts statement that will be provided to the City of Denton Safekeeping fees for the City's investments shall also be set up on an account analysis and paid monthly Please submit a sample of the safekeeping account analysis G Collected Funds Definition The City desires to receive same day credit for all hinds deposited by 3 00 p in The Binds should be investable for any investment transactions that can be executed If not invested, the fluids should earn interest at the rate being paid for Super NOW accounts Please attach proposed avadabihty schedule Use a Separate attachment if necessary See Attached. Please provide a detailed explanation of the Bank's policy and methodology used in the setting of rates paid on Super NOW accounts Also, provide a schedule of all rates paid on Super NOW accounts since January 1, 1996 Specifically indicate if the rams are applied to ledger balances or collected balances Indicate when die rates change and if they are based on a market rate such as T-Bill discount or yield rate If the Bank proposes to pay the City a different rate on its Super NOW accounts, indicate that proposal See Attachment B . Other ervt +a Please specify any other services available to the City of Denton which may be thought to be beneficial or that may apply to the Ciry State all related fees See Attachment C . V1- COLLATERAL MQUMMMM A Secuntie�pk"all As security for the deposits of the City of Denton, the Bank shall pledge to the City securities equal to the largest total balances the City of Denton maintains in die Banc Certificates of deposit and other evidences of deposit shall be collateralized at 102 % of market, for U S Treasury Bills, Notes, and Bonds with a remaining maturity of three years or less and at 102 % of market for oiler secunues The secunues so pledged the amounts thereof and the time for pledging same must satisfy the requirements of Texas Local Government Code Chapter 105, as amended The City will accept as collateral for Its certificates of deposit and demand deposits only those secunues identified by the Public Funds Investment Act as eligible investments Additionally, U S Treasury secunues shall be the primary securities accepted as collateral The maximum levels needing to be collateralized are estimated to be the maximum amounts for the Super NOW accounts and certificates of deposit estimated to be $3,000,000 These items consumte the only acceptable means of collateraihzmg the City's deposits The secunues must be held in safekeeping by the Federal Reserve Bank of Dallas or another third party financial institution pursuant to a safekeeping agreement signed by the Depository Bank and the City Repurchase agreements are not acceptable as collateral to the City of Denton The Bank shall provide the City a report of securities pledged on a monthly basis or at any time requested by the City Manager, Assistant City Manager of Finance, Director of Fiscal Operations, or a designated representative This report should reflect the following information as of the end of each month and be delivered to the City by the Sth of each month Total pledged securities itemized by o Name o Type/Descnption/Cushp Number o Par Value o Current Market Value o Maturity Date o Moody's or Standard & Poors Rating (both, if available) The securities pledged shall be hold in safekeeping by a separate and different Bank otter than the depository Bank The original copy of all safekeeping receipts shall be filed with the Director of Fiscal Operations of the City of Denton The City will reimburse the depository Bank for any safekeeping charges, if any Specify the safekeeping charges that will apply None The City, Depository Bank, and the Safekeeping Bank shall operate in accordance with a master safekeeping agreement signed by all three parties The safekeeping agreement must clearly state that the Safekeeping Bank is Instructed to release the collateral securities to the CIry if the City has determined that the Depository Bank has failed to pay on any accounts, or is in default of this agreement, or the City has determined that the City's flhgds are in jeopardy for whatever reason including involuntary closure or change of ownership, and if the instructions for release have been formally requested by the City Council by ordinance or resolution A copy of the safekeeping agreement and the name of the safekeeping bank to be used in the event you are awarded the Bank Depository Agreement must be submitted with the proposal See Attached. Federal Home Loan Bank of Dallas. Any substitutions of the securities or reductions in the total amount pledged may be made only by and with proper written authorization approved by the CIry Manager, the Assistant City Manager of Finance, Director of Fiscal Operations, or his designated representative In the case of a reduction, the Bank must provide in writing that collateral will be available when needed to meet normal City balance increases throughout the year The City must approve all secunues pledged Any state or local government bonds pledged must have a rating of at least A or Al or better by Moody's Investor Services or Standard & Poors Corporation E3 wool \I !.. 11 _ 11 - II 1 _ 1 ! Please state the maximum amount, if any, of pledged securities which the Banc is willing or able to commit for collateralizedSuper NOW accounts throughout the contract period agove the g1 pop 000 mimmum requirement No maximum; maximmum; HOWEVER, TexasBank requires 2d-hour notice on any -y pledge requirement exceeding $3 million. F City to Handle Investments The City of Denton will be responsible for handling the investment bidding process The Depository Bank, along with any eligible financial Institution shall be included in the bidding process as deemed appropriate and in accordance with the City's investment policies The third -parry safekeeping bank must be a subscriber to the Federal Security Wire System In addition to the safekeeping account in which pledged collateral is held, the Cary must have access to a safekeeping account to which Federal securities can be delivered via the Federal Reserve book entry system for a customer account The City may choose to invest in certificates of deposit in the depository Bank or any other eligible financial institution The depository Banc agrees to accept time deposits from the City for investment purposes in the form of certificates of deposits in varying amounts and numnues at rates determined by the depository's competitive bid as submitted in accordance with periodic competitive bid solicitations conducted by the City What is the shortest maturity length in days that the Bank will accept for certificates of deposit in amounts of $100,000 or greater? 14 days. Interest Rate Calculations Interest on all certificates of deposit shall be computed on an actual day basis (365), and the interest will be paid to the City on the maturity dam Interest calculations will include the first day to the investment period but will not include the day of mammy Payment will be made by credtung the Bank account VQ. OVERDRAFTS A Definition The City does not intend to have a net overdraft position throughout the course of the contract An overdraft is defined as a negative demand balance in the City accounts collectively, not by individual account B Ted Should an overdraft occur in the aggregate, the following stipulation shall apply The maximum number of days die overdraft will be allowed is 5 days. The maximum amount of the net overdraft to be allowed will be S 10 0 , 0 0 0 . 0 0 The interest rate charged for overdrafts will be * per annum computed on an actual day basis * Wall Street Journal prime less 200 basis points. City of Denton Depository Bid Attachment A TexasBank proposes to offer a free "basic" checking account to all City employees if TexasBank is the successful bidder of this depository account The free checking account will be free of normal service charges for the contract period In addition, the City will receive a free supply of TexasBank stock checks, along with their selection of TexasBank's Financial Insights or OnLme Banking products free of charge for the first year (See attached brochures for more information on these two products ) City of Denton Depository Bid Attachment B In heu of a paying a typical Super NOW interest rate on checking accounts, TexasBank proposes to pay the City of Denton an interest rate equal to the 13-week U S Treasury Bill discount rate, less ten basis pow on all checking accounts maintained in TexasBank This index is quoted daily in the Wall Street Journal and changes weekly City of Denton Depository Bid Submitted by Texas Bank Attachment C Other services: Another service available from TexasBank, is a program referred to as controlled disbursement Asa means of better managing the City's cash on a daily basis, TexasBank would like to offer the use of its controlled disbursement service Very briefly stated, controlled disbursement allows us to notify you, on a daily basis, the total amount of"in clearings" presented from the Federal Reserve Bank (In clearings represents the total City checks and deposits processed by all other financial institutions, sent to the centralized processing of the Federal Reserve, and forwarded to TexasBank to be posted to your bank account tonight ) This will allow you to keep your funds in a higher yielding account and transfer only the amount needed for these items that will be posted These totals will be sent to you each morning via the Desktop Banking Service E-mail system Charges $100 00 per account per month plus $ 13 per item In addition, TexasBank provides very competitive pricing on leasing We could offer a Hill line of lease -purchase financing services to the City * Lastly, TexasBank has investment service representatives at all of our banking centers that would be available to the City to provide investment services and recommendations This service would be provided free of charge to the City ORDINANCE EXHIBIT D EXHIBIT C CASH MANAGEMENT CONTRACT 27 Exhibit C CASH MANAGEMENT CONTRACT TABLE OF CONTENTS Page 1 TERMS AND CONDITIONS 2 2 ADDENDUM ONE SERVICES 7 3 ADDENDUM TWO COINS AND CURRENCY REQUEST 8 4 ADDENDUM THREE ACCOUNT SETUP AND TRANSFER LIMITS 9 5 ZERO BALANCE AUTHORIZATION 11 6 ADDENDUM FOUR FEE SCHEDULE 12 7 ADDENDUM FIVE WIRE TRANSFER AGREEMENT 13 8 ADDENDUM SIX ELECTRONIC FEDERAL TAX PAYMENTS 19 9 ADDENDUM SEVEN ACH ORIGINATION AGREEMENT 27 10 MASTER REPURCHASE AGREEMENT 34 AFF0150E 1 of 40 CASH MANAGEMENT CONTRACT TERMS AND CONDITIONS This Agreement (the "Agreement") is between City of Denton ereinafter called "Principal") (tf more than one undersigned, each jointly and severally), and ,L, (hereinafter called "Bank") for delivery of the Cash Management System as described below The intent of this Agreement is to clarify the responsibilities of each parry Accounts. Section 1. DeHnidoM Any Commercial or Personal Account as included on the Cash Control Account Application and approved by the Bank in writing User Any individual that Principal has authorized the access and use of the Cash Management System according to the Cash Control User Authorization Report Business Day The day during which the main office of Bank is open for business, in accordance with specific cut-off times, and during which the Bank is able to download Principal's information and process transactions Current Baiaace The Account balance that is the result of the total debit and credit activity as of a specific date and time for all Accounts Colieeted Balance. The Current Balance of the Account, less float Available Balance Current Balance of the Account minus holds, all but one day Float and memo posted debits plus memo posted credits Float. Dollar amount of deposited items that are in the process of collection from the payable bank Also !mown as uncollected funds Hold A restriction on payment of all or any part of the balance in an account Memo Posted Debits. Any debits being posted to the account for the business day For example, ACH debits transactions, wire transfers, and teller cashed checks Memo Posted Credits Any credit being posted to the account for the business day For example, ACH credit transactions and wire transfers Cash Management System, FiSery Cash Management System, Version 2 30, FiSery Copyright 1994,1995 AFF0150E 2 of 40 Section 2. Function Capabilities As a user of the Cash Management system, Principal and User may request any of the services listed below The specific services selected by the Principal are set forth in Addendum One which may be updated from time to time A Perform Account inquiries on Account data and transaction history on the Accounts B Initiate stop payments request Principal understands the electronically transmitted stop payment orders are pending final verification that check has not been processed and that stop payment is valid The Bank must receive the stop -payment order in time to allow the Bank reasonable opportuniry to act on it before the stop -payment cut-off time which is one hour after the opening of the next banking day after the banking day on which the Bank receives the item C Request a wire transfer Principal and User understand that wire transfers received after Bank's cut-off time (2 00 p in Central Time) will not be processed until the following business day Bank has a right not to process any wire request if collected funds sufficient to cover the wire transfer amount are not available in the Account Wire Transfer requests must be made in accordance with the appropriate Wire Transfer Agreement, See Addendum Five D Request a Com and Currency Order in accordance with Addendum Two E Send and receive messages (to and from Bank) Bank will open message mailbox twice daily (between 10 00 - I 00 a m and 2 30 - 3 30 p in Central Time) and is not responsible for anv delay of messages Principal and User are responsible to periodically check for messages sent by the Bank F Initiate transfer between accounts set up with the Cash Management System with the exception of time accounts Refer to Addendum Three for optional transfer limits Principal is limited to six preauthorized automatic transfers or withdrawals per month out of money market savings and two regular savings accounts Three of the six transfers for MMS can be made by check draft or debit card Transfers made via Cash Management are included as preauthonzed or automatic transfers subject to these limitations Any transfers in excess of these limits must be done in person at the Bank G Principal is not permitted to transfer more than the Available Balance from deposit accounts H Initiate electronic Treasury Tax and Loan payments through the Cash Management system Refer to Addendum Five for enrollment requirements I Inmate ACH transactions Principal understands ACH transactions received after Bank's cut-off time (2 00 p in Central Standard ) will not be processed until the following business day ACH transactions must be accordance with the appropriate ACH Origination Agreement Refer to Addendum Six J Perform Account Reconciliation K Principal can utilize any report functions for requested services Section 3. Acknowledement of Principal A Principal and User are responsible for obtaining, installing, maintaining, and updating the necessary hardware and related equipment needed to utilize the Cash Management System As of the date of this Agreement, the necessary equipment includes AFF0150E 3 of 40 IBM compatible 80386 or higher Minimum 4 megabytes of RAM DOS 5 0 or higher MS Windows 3 1 or higher Minimum 20 megabytes of available hard disk space Mouse VGA monitor (color preferred) Hayes compatible modem - up to 9600 Baud Access to a voicegrade telephone line *Bank will notify Principal of changes in equipment requirements B Bank reserves the right to eliminate or change any function capabilities at any time without prior notice C Principal will receive one copy of the User Manual and periodic updates Additional User Manuals can be obtained from the Bank for a charge Principal agrees not to copy or otherwise duplicate the User's Manual or updates Upon termination of use of the Cash Management System, Principal will return the manual and updates to the Batik D Bank may from time to time send updates of software and documentation to the Principal, and such updates wtll be subject to this agreement Principal is responsible for prompt installation and testing of software updates Principal has no right, title, or interest to the Cash Management software or copies of it Principal will not make or permit anyone else to make copies of the Cash Management Software and User's Manual Principal agrees to notify Bank promptly and in writing of any circumstances of which Principal has knowledge relating to any possession, use, or knowledge relating to any possession, use of knowledge of any portion of the Cash Management System and the User's Manual by an unauthorized person E Bank agrees to conduct initial training for the Principal to set up the initial security provisions for the Cash Management system Bank is not responsible for Principal's actions or negligence in setting up Principal's security access to Cash Management Principal will be responsible for authorizing system and function access to Cash Management to appropriate employees and assigning User IDs to such appropriate employees Principal and Users will not make any password or User IDs available to any non -authorized persons Bank offers farther security procedure under Cash Management whereby Principal and Batik can establish dollar limits for transactions, refer to Addendum Three Bank and Principal agree that the password, User ID, and the dollar limit security procedures provided under Cash Management are commercially reasonable and parties further agree that transactions conducted under the password and User IDs shall be deemed authentic payment orders binding on the Principal Principal is responsible for all transactions made through the User ID and password security system, regardless of whether such transaction was authorised Bank will not be liable for non- authorized use of Cash Management or for any losses that may result Principal and User will notify Bank immediately if Principal or User believes that a User ID and/or password has been used without Principal's permission Principal and User will not disclose any information pertaining to its use or the components of the Cash Management System to any aon-authorized User AFF0160E 4 of 40 G Principal has received and understands all signature card rules and regulations and all agreements and disclosures connected with opening of Accounts and acknowledges that this Agreement is in addition to any of these agreements and disclosures H Principal can communicate (i a., upload transactions and download Account data) with Bank twenty-four hours a day Principal is aware of cutoff times listed in this agreement Transactions completed after cutoff time will be processed as of next business day Principal understands that if it chooses to utilize the Cash Management System after or before Bank hours (8 00 a in to S 00 p in ), Batik will not be available for support should problems occur I Principal will continue to receive regular Account statements that describe all transactions for the Accounts including the transactions that the Principal has initiated through Cash Management Principal is responsible to promptly review all statements and report in writing any irregularities to the Bank at once For all electronic transactions governed by Reg E, errors must be reporting in writing within (60) sixty days, other discrepancies must be reported within (30) thirty days after the statement date J Principal acknowledges that the fees for the Cash Management System will be paid monthlv as disclosed on the Bank's Cash Management System Fee Schedule, refer to Addendum Four These fees are in addition to any fees and service charges currently being paid Any pricing or policy changes adopted by Bank in the furore will constitute modifications and addends to the Agreement but will not nullify it K This Agreement shall continue until Bank receives written notice of Principal's revocation or until Bank advises Principal in writing that the Bank will not continue this service for Principal Termination by either parry does not relieve Principal of its liability for transactions or responsibilities for payment of all fees incurred prior to terttunation L The Bank agrees to add or delete services provided to the Principal within a reasonable time period after receipt by the Bank of written notice by the Principal, refer td Addendum One Section A. Acknowledgments Responsibilities, and Liabilities of Bank A Bank will install the software at Principal's location and provide training on the use of Cash Management B The Bank has entered into a licensing agreement with FISERV CIR, Inc , CBS Division for the delivery of the Cash Management System Cash Management shall be considered part of the CBS System, and all rights, title, and interest shall remain with FISERV C Except for acts of gross negligence or willful breach of duties by Bank, Bank will not be liable to Principal for any matters related to the Agreement, including without limitations, lost profits or consequential, special, or punitive damages, inaccuracy, or delays in transmission of information D Bank makes no warranties or representations with respect to the Cash Management software, expressed or implied including but not limit to, implied warranties of merchantability or fitness for a particular purpose AFF0150E 5 of 40 A This Agreement is governed and will be interpreted under the laws of the State of Texas B This Agreement incorporates by reference all information on Principal's Account Application which Principal represents as true and complete in all respects C The Principal's authorisation to lease the Cash Management System software must be executed in conjunction with this Agreement D Principal has read and understands this Agreement and has had opportunity to review this Agreement with an advisor of its choice if so desired E Upon occurrence of any overdraft incurred in the Accounts, Bank shall have the right, in Bank's sole discretion to (i) refuse payment of any outstanding and unpaid check drawn on any Account listed on the Account Application, and (it) withhold from processing any transaction generated on the Account (including Cash Management generated) until sufficient collected funds to cover such transactions have been credited to the Accounts F Each patty represents and warrants to the other that it is authorized to enter into this Agreement G If at any time any section of this Agreement is found to be invalid, that does not make the remaining sections or terms mvalid Section 6. Shmatures By signing below, the Principal hereby accepts and agrees to the terms and condition of this Agreement Principal ry o Denton By tA2 Name, -b idAig. Title I); yecl, - o ES Cat. OD2 ✓yet, Uv�$ Date / 0 — .2 1 % By the signature of Bank's authorized officer below, Bank hereby accepts the terms and conditions of this Agreement Bank By Name GWEN CH (LK Title CH(r F PlIVANCIAN. ©FCIGITR Date lid —z77-/ — 9 2 AFF01 a0E 6 of 40 Addendum One Services This agreement, trade on 04by and between 17 ("Bank")and the Principal named below Bank agrees to provide the services below selected by the Principal Principal agrees to provide the Bank with written notice if Principal wishes to modify services as stated below Services (Check all that aonly) Account Inquiry Stop payments Orders In[ragank Transfers Wire Transfers ACH Batches Treasury Tax and Loan Payments _3' Coin and Currency Requests Account Reconciliation PC Import and Export Files Send and Receive Messages By the signature of the Principal's authorized officer or agent below, Principal hereby accepts the terms and conditions of this Agreement City f Denton r— Principal al ry� /� n Name 1�i Aad (I 'jrY/ -4 Title 1 ✓t cC ;i� Date By signature of the Bank's officer below, Bank hereby accepts the terms and conditions of this Agreement Bank Officer Name &W 6Tl ck t c (L Title CHIBp 1NAAlc(.4(. OrncE'A- Date 11-11A7 AFF0150E 7 of 40 Addendum Two Coin and Currency Time Orders will be Picked Up 0 AA, Courier Service Yes ZNo _ Name of Service 1I)Orbl.iS 1 Bank shall provide coin and currency order service to the Pnncipal according to the specifications listed above to the extent such orders do not exceed the available balance in the stated account 2 Principal understands that Coin and Currency orders received after the Bank's coin and currency cutoff time (9 00 a in Central) will not be processed until the following business day 3 Principal is responsible to make arrangements for pickup of Coin and Currency Orders either in person or by couner service 4 Principal authorizes the Bank to release coin and currency to the following individuals or couners A B C D By the signature of the Principal's authorized officer or authorized agent below, Principal hereby accepts the terms and conditions of this Agreement Cei=W s r . Principal��1� �V Name Title D. By the signature of the Bank's authorized officer below, Bank hereby accepts the terms and conditions of this Agreement AAw' 6 � � Bank Officer �C A Name &WeN C++1ce- Title CHIP -Fr FIA)AMc/RL OFPIcEV, Date I1-17-q-I AFF0150E 8 of 40 Addendum Three Cash M ngnmen_t Account Setun/Trawfer Lumts 1 This agreement, made on LQIA(W 1. by and between 7ctlaS � ("Bank") and the Principal named below 2 Bank agrees to set up Principal account information on Cash Management as described below 3 Bank assumes no liability for changes or modifications to the account setup after initial installation of Cash Management 4 Principal agrees to provide Bank with a maximum transfer limit per account Principal understands that they will not be able to make transfers over the stated amount All transfer attempts over the maximum will be rejected 5 Principal understands that Account Transfers received after Bank's transfer cutoff time (3 00 p in Central Time) will not be processed until the following business day 6 Principal understands that Account Transfers to a loan account will be considered an unscheduled principal payment and will not affect the payment schedule of the loan account The Principal can make scheduled loan payments and payoffs by including a message to the bank with the payment and they in turn will execute the transaction 7 Account Setup Optto Principal authorizes the Bank to set up all accounts opened by the tncipal on Cash Management Principal realizes that additional accounts set up bacash Management may alter the monthly maintenance fee as described in Adden Four Principal agrees to pay all service fees as modified under Addendum Bank will set up all new accounts with a transfer lunit of pp O Principal must notify Bank in wntme at the time a new account. Account Number Account Type Account Name \ Maximum Transfer Amount 4 5 Option 2 rincipal authorizes the Bank to set up the accounts listed below on Cash Management Principal must notify Bank in writing if Principal wishes Bank to set up additional accounts Principal realizes that additional accounts set up on Cash Management may alter the monthly maintenance fee as described in Addendum Four Principal agrees to pay all service fees as modified under Addendum Four AFF0160E 9 of 40 Account Number Account Type Account Nam ,",t� um Transfer Amount z 833 s D a98 4 5 6 7 to By the signature of Principal's authorized officer or authorized agent below, Principal hereby accepts the terms and conditions of this Agreement City of Denton Principal Lw� 14 T , /�� Name l Jt 0� A 19Y- t �- Title I ( tCA 6 ✓ D't �S C41 00.52314 ON5 Date � ') Y By the signature of the Bank's authorized officer below, Bank hereby accepts the terms and conditions of this Agreement Bank Officer Name `SWEN 4414-L Title C41EF FINANCIAL ©PPICM Date V AFF0150E 10 of 40 Authority to Transfer Funds Zero Balance Account The undersigned, an authorized signatory on account number(s) in -the h,e/ -na'me of of Denton (hereinafter referred to as "Company"), hereby authorizes and directs _ � ("Bank") to maintain the above -mentioned account(s) at a zero balance at the close of each business day by transfemng monies to or from account number ("master account") ierivo ( &"_i, the name of the Company This authorization shall remain in full force and effect until Bank receives five (5) business days advance wntten notice from the undersigned or any other authorized officer of the Company or until such time as Bank gives the Company written notice stating that they will no longer offer this service and a date on which the service will terminate No advance nonce is required of Bank and such notice of termination other than the date of receipt In performing the transfer authorized and directed herem, Company hereby agrees to indemnify and hold harmless Bank for any damage or liability, including reasonable legal expense, that it may incur in connection with such transfer, except for its own gross negligence or willful misconduct This agreement shall be governed by the laws of the State of Texas and shall not be amended unless such amendment is executed by both the Company and Bank and is in writing Customer Acknowledgment Citv of De Date Accepted By Bank BY 61#44,lA,� Name CTWBN CH lt,L Title CH1Efr FWANCIA•t_OPFIegZ Date I I -( 7 -97 AFF01 a0E 11 of 40 Addendum Four Fee Schedule 1 This agreement, made on by and between TA( aQ ,Ai (-Bank')and the Principal named below 2 Principal agrees to pay a maximum of $175 for the installation of Cash Management Principal authorizes Bank to debit stated account below for this one-time fee upon installation of Cash Management, or arrange for compensatory balances Upon termination of this agreement, installation fees will not be refunded 3 The fee entitles Principal to software and documentation updates when they become available, subject to the terms and restrictions of the software license agreements Principal authorizes Bank to debit specified account below ("Account") for the software license fee upon the initial installation of the software, or arrange for compensatory balancing In the event of termination the Bank will retain any software license fee already paid, up to one full billing period 4 Principal authorizes Bank to debit Account to a pay monthly maintenance fee assessed according to the schedule below or arrange for compensating balances Fees will be debited from Principal's account at the end of the month Principal acknowledges that additional accounts opened and set up on Cash Management may alter their monthly maintenance fee 5 Bank reserves the right to modify this fee schedule upon providing Principal with 30 days written notice 6 A monthly base fee of $50 will be charged, 7 Normal service charge plan will apply with reduce transaction fees for wire transfer and stop payment orders 8 Principal authorizes Bank to debit account number OAg 1 151P for all related service charges and fees stated above By the signature of Principal's authorized officer or authorized agent below, Principal hereby accepts the terms and conditions of this Agreement ai nctpal /.: S ■n if Name TitlealUAI A- L S. Date By the signature of Bank's authorized officer below, Bank hereby accepts the tetras and conditions of this Agreement Bank Officer 6W4. -- A141e l Name &WEN t.4416K. Title C.HIEr- 1<NRNCIArt. t'2p'F't[.ER_ Date II-1'1-47 AFF0160E 12 of 40 Addendmu Five Wire Transfer Agreement 1 The undersigned Cnv of Denton ("Customer") authorizes and requests t_&k"Bank^) to make transfers of funds from time to tune in accordance with the provisions more fully set forth in this Agreement Such transfers shall include transfers of Customer's funds from Customer's account(s) at Bank ("Account(s)') to Customer's account(s) at other depository institutions, and to account(s) of third patties at other depository institutions, and shall also include transfers of funds to Customer's account(s) from third parties 2 Specific requests from Customer to Bank are to be made by Customer's representatives listed on the List of Authorized persons furnished by Customer to Bank from time to it= Elimination of any names from such List(s) or addition of another name or names to such List(s) shall be made effective by actual written notice received by Bank's Wire Transfer Department 3 Any request by a representative of Customer may authorize one, or more than one, funds transfer Request for transfers may be made by cash management system, telephone, orally, or in writing 4 Bank may make the requested funds transfers by any means for the transmission of funds and may also make transfers by internal means (including, as an example but without limitation bookkeeping entries between Bank and its correspondent banks) Transfers of funds to Customer's account(s) from third parties shall be received subject to time deadlines established by Bank Bank may cancel a requested transfer if Bank receives Customer's request for cancellation, in from satisfactory to Batik, in such time and in such manner as to allow Bank a reasonable opportunity to act In consideration of Bank's transfers of funds pursuant to Customer's authorized request, Customer shall pay to Bank such transfer fees as Bank shall from time to time impose Bank will use ordinary care in Implementing funds transfer request received by it from Customer Customer agrees that Bank and its agents and correspondents shall be conclusively deemed to have exercised ordinary care if it or they has or have followed the procedures contained in this Agreement, or if Customer shall have failed to follow such procedures Bank shall be entitled to rely on any request that it believes to have been originated by Customer and any such request shall for purpose of this Agreement be deemed to have been authorized by Customer Bank shall not be liable for direct, indirect, consequential, or punitive damages of any patty (including without limitation Customer) Bank shall have no liability to third parties for any damages incurred by such third parties ansing out the performance or non-performance or services or transfers under this Agreement, and Customer agrees to and hereby does indemnify and hold Bank harmless form and against all such claims of third parties and all expenses (including, without limitation, attomey's fees and court costs) of such claims Bank's only responsibility to Customer occasioned by Bank's performance or non-performance of its obligations under this Agreement shall be to correct at Bank's expense any errors that are due solely to Bank's personnel, Bank's computer programs, or malfunctions of Bank -controlled machine Bank shall not be liable for delays or failures in processing that are caused by such events as fires Power failures, energy shortages, strikes, boycotts, not, war governments regulations, failures of Bank's vendors or suppliers, acts of God, or other circumstances or causes over which Bank has no control If because of circumstances or causes beyond Bank's control, Bank shall be delayed beyond applicable time limits (provided herein or by law) in taking any action hereunder the time limit for taking such action shall be extended for such time after the cause of the delay ceases to be operative as shall be necessary for Bank to take or complete such action AFF0150E 13 of 40 9 Bank in its discretion may assign a security code, security test, or other security procedure to be used by Customer to authenticate funds transfer requests Customer agrees to use all such security codes, security tests, and other security procedures as may be imposed by Bank 10 Bank will furnish to Customer a confirming notification of a funds transfer after it is trade, either in form of a specific advice or a periodic account statement Customer will examine such advice and account statement to detect the presence or absence of any discrepancies between Customer's records and the advice or statement sent by Bank, and will report any such discrepancies to Bank within thirty (30) days after the date that Batik sends the advice or account statement 11 Bank hereby authorized to record on tape or other retention devices any or all of its telephone conversations with Customer involving any transfer instmctions 12 Customer agrees to supply Bank information that Bank may reasonably request in connection with any prospective or completed funds transfer hereunder, including without limitation any writings showing confirmation of any request for transfer of funds 13 Bank shall not be obligated to make any funds transfer if the amount of such transfer exceeds the finally collected and immediately available funds by Customer with Bank, or exceeds any other limit established by Bank If Bank in its discretion makes any such transfer that exceeds the amount of Customer's deposited funds, Customer shall be liable for any and all overdraft amounts 14 All data relating to Customer's business provided to Bank by Customer pursuant to this Agreement will be treated confidentially and safeguarded by Bank, using the same care and discretion that is used with data that Bank designates confidential 15 Bank may modify or cancel this Agreement upon fifteen (15) days' notice to Customer Customer may cancel this Agreement upon fifteen (15) days nonce to Bank 16 This Agreement represents the entire understanding between Bank and Customer with respect to the matters contained herein There are no representations or warranties, express or implied other than those contained herein 17 This Agreement shall be governed by and construed in accordance with Texas Law, and it shall be performable in Denton, Denton County, Texas 18 Any notice hereunder shall be in writing and may be given by personal service or by depositing in the United States mail postage prepaid to the addresses of the parties as follows (or as changed through written notice to the other parry) BANK CUSTOMER ® AFF01 SOE 14 of 40 Attention JYO-414—�, .., W_ i. 9, Ad: i [ i i - 19 This Agreement is binding on the parties hereto and their respective successors and assigns Customer may not assign this Agreement without the prior written consent of Bank EXECUTED on 10 ,P-r--T— Bank f Officer Tulei C1}IEF F'INAAlcGAt_ oFr-i �L CERTIFICATION OF RESOLUTION AUTHORIZING EXECUTION OF WIRE TRANSFER AGREEMENT 1, the Secretary of City of Denton, hereby certify that the following is a e co of a resolution duly adopted by the Board of Directors at a meeting held on the 01 sf and that the resolution is full force and effect as of the date of this certification Otn 97 Be it resolved that ' ✓�1/YN.Q> � .the iii .J6a0aZ f .zzo-c t'- �2 is hereby authon:zcWto executq the Wire'ransf r Agreement, Atadred along with this Resolution, on behalf of City of Denton wi Dated the day of J t-of J6Mjiyrt 6a 19 2Z SEAL r.t �" W a-� Secr AFF0150E 15 of 40 WALE TRANSFER AUTHORIZATION CERTIFICATE The undersigned authorized officer of the City of Denton hereby certifies that the following -named officers or employees of the CIty of Denton have been authorized by appropnate action of the City of Denton to initiate requests or orders on behalf of the City of Denton to ,(thereafter called Bank) using the authorization code which has been issued to the City of Denton by Bank sii'.�i-iTti.M' �.�. i - .. L.. a.. �'� ✓ i� Optional Security Procedure The followmg-named officers or employees of the Cary of Denton are authorized to receive callback verification from Bank Complete this information only if you have selected Option B on Attachment A to the Wire Transfer Agreement �MPA� A /.. !._ • The City of Denton agrees that the officers or employees named above shall have full and complete authority to initiate requests or orders to Bank and/or approve callback verifications from Bank pursuant to the Wire Transfer Agreement as revised from time to time and this Certificate unless and until the City of Denton delivers written notice to Bank modifying or rescinding such authority, which notice shall be in the form of this Certificate This Certificate supersedes any prior Certificate of the City of Denton delivered to Bank Dated on 1 AFF0150E City of ,.t / By - &a - Name i r ,;;,, , 16 of 40 ATTACHMENT A WIRE TRANSFER SECURITY PROCEDI: This t hment is hereby incorporated into that certain Wire Transfer Agreement with an effective date of (the "Agreement") by and between`7g,e, a te. (Bank) and the city of Denton (User Security Procedure Selection Bank's standards Security Procedure consists of confirming that the authorization code that accompanies a wire transfer instruction corresponds with a valid authorization code assigned to the City of Denton If the order is voice initiated involving $100,00 or more, and the order is not a repetitive order, Bank's standard security procedure also includes a callback to a person designated by User, the CIty of Denton A "repetitive order" is an instruction to Bank to pay a specified amount of money to a previously designated beneficiary at a previously designated beneficiary's bank Bank also offers a number of optional Security Procedure features that allow the City of Denton to customize the Security Procedure Bank will use to verify that the User City of Denton has authorized an order The User acknowledges that Bank has provided the User with a descnpuon of each of the optional Security Procedures described below The User refuses to have its order verified by any Security Procedure identified in this section other than the Seventy Procedure(s) it has expressly designated herein The User has reviewed Bank's standard Security Procedure and each of Bank's optional Security Procedure features and has determined that Bank's standard Security Procedure, as modified by the following optional Security Procedure feature(s), best meets its requirements, given the size, type and frequency of the orders it will issue to Bank OPTIONAL SECURITY PROCEDURE FEATURES A No callback on any orders. If this box Is checked, Bank will not perform a callback on any order, including voice -initiated, non -repetitive orders, regardless of amount B Callback to a designated Individual on (check only one)- 1 All voice -initiated, non -repetitive orders that equal or exceed S_ ©QQ 2 All voice--ttmut[ated orders (repetitive and non -repetitive) that equal or exceed $_V�I)v 3 All orders based on the specific dollar limits the User has notified Bank, in wntmg, it has established for each designated individual for the purpose of initiating transfers C Cash Management. Customer is responsible for establishing security provisions for individuals mitiatmg wire transfers through the Cash Management system If an Option B is selected and no amount is specified above, a callback will be made on orders that equal or exceed $100,000 Unless the User has indicated that Bank is not to perform a callback, Bank will attempt to contact a designated individual at a telephone number that the User has previously provided to Bank If an individual so contacted by Bank identifies him or herself as the designated individual and confirms that the order was sent to Bank by the User, Bank shall be conclusively deemed to have complied with the callback Security Procedure The User is bound by orders. The User agrees that it is bound by any order, whether or not authorized, issued in its name and accepted by Bank in compliance with the Security Procedure chosen by the User Effect on prior agreements as to Security Procedures This Attachment supersedes any and all prior agreements between the User and Bank regarding the Security Procedure to be used to verify the orders received by Bank in the name of the User, including any other document previously executed by the parties and designated to be "Attachment A" to the Agreement AFF0160E 17 of 40 4 Security Procedure Protection. The User and Bank agree to preserve the confidentiality of the Security Procedure used by the User If the User becomes aware of a breach of the Security Procedure, or suspects that a breach of the Security Procedure may occur, the User shall immediately report this information to Bank in such a manner as to afford Bank a reasonable opportunity to act on the information In Witness Whereof, the parties have caused this Agreement to be executed and do each hereby warrant and represent that their respective signatory, whose signature appears below, has been and is on the date of this Agreement, duly authorized by all necessary and appropriate corporate action to execute this Agreement Agreed to and Accepted By C i 1 1 By Title �.. a so, J It Agreed to and Accepted By Name &j'jQ—ill CHICK, Title Date AFF0150E 18 of 40 CHIEF f71PJAM% "®FFteEfL Addendum Six ELECTRONIC FEDERAL TAX PAYMENT SYSTEM ACH CREDIT ORIGINATION AGREEMENT =l s " greement" is made on � by and between CIty of Denton ("The Company") and`T�ixs,s ("The Bank") The Company has requested that the Bank permit it to mitiate electronic signals for paperless entries through the Bank to accounts maintained at the Bank and at other financial institutions, by means of the Automated Clearing House (the "ACH") The Bank has agreed to do so on the terms of this Agreement Now, therefore, the Company and the Bank agree as follows RULES The Company acknowledges receipt of a copy of the operating rules of SWACHA (as amended from time to time, the "Rules") The Company agrees to comply with and be bound by the Rules The Bank agrees to inform the Company of recessions to the Rules of which the Bank has knowledge TRANSMISSION OF ENTRIES: SECURITY PROCEDURES The Company will transmit all credit entries to the Bank at the location, on or before the deadlines, described on Attachment 1 to this Agreement The Company will confirm all entries to the format, content and specifications contained in the Rules, except as provided with the security procedures described in Attachment 2 to this Agreement The Company authorizes the Bank to transact all entries received by the Bank from the Company in accordance with the terms of this Agreement and to debit entries to the specified accounts BANK OBLIGATIONS In a timely manner and in accordance with the Rules, the Bank will process, transmit, and settle for the entries received from the Company which comply with the terms of this Agreement, including the security procedures WARRANTIES The Company warrants to the Bank all warranties the Bank is deemed by the Rules to make with respect to entries originated by the Company Without Iinutmg the foregoing, the Company warrants and agrees that (a) each entry is accurate and timely, and (b) the Company will comply with the terms of the Electronic Funds Transfer Act if applicable, or Uniform Commercial Code Article 4A (UCC4A), if applicable, and shall otherwise perform its obligations under this Agreement in accordance with all applicable laws and regulations The Company shall indemnify the Bank against any loss, liability or expense (including attorney fees and expenses) resulting from or arising out of any breach of any of the foregoing warranties or agreements SETTLEMENT, FINANCIAL INFORMATION AND ACCOUNT BALANCES The Company will maintain an account with the Bank at all times during the term of this Agreement The Company will maintain in the account at least two business days prior to the applicable settlement date, immediately available funds sufficient to cover all credit entries initiated by it The Bank will place a hold on all ACH proposed tax payment funds until payment is completed on the applicable settlement date The Company authorizes the Bank to debit its account on the applicable settlement date in the amount of each entry CANCELLATION OR AMENDMENT The Company shall have no right to cancel or amend any entry/file after its receipt by the Bank However, the Bank shall use reasonable efforts to act on a request by the Company to cancel an entry/file before transmitting it to the ACH Any such request shall comply with the security procedures described on Attachment 2 to this Agreement The Bank shall have no liability if it fads to effect the cancellation AFF01 a0E 19 of 40 7 REJECTION OF ENTRIES The Bank shall reject any entry which does not comply with the requirements of Section 1 of this Agreement and may reject any entry if the Company is not otherwise in compliance with the terms of this Agreement The Bank shall notify the Company by telephone of such rejection no later than the business day such entry would otherwise have been transmitted by the Bank to the ACH The Bank shall have no liability to the Company by reason of the rejection of any entry or the fact that such notice is not given at an earlier time than that provided for herein S. NOTICE OF RETURNED ENTRIES The Bank shall notify the Company by telephone or fax of the receipt of a returned entry from the ACH no later than one business day after the business day of such receipt The Bank shall have no obligation to retransmit a returned entry if the Bank complied with the terms of this Agreement with respect to the original entry The Bank has no obligation to originate a transaction where authorization has been revoked REVERSALS After receiving approval from the Internal Revenue Service (IRS), the Company may initiate a reversing entry or file of entries as permitted by the Rules 10 PERIODIC STATEMENT The periodic statement issued by the Bank for the Company's account will reflect entries debited to the Company's account The Company agrees to notify the Bank within a reasonable time not to exceed thirty (30) days after the Company receives a periodic statement of any discrepancy between the Company's records and the information in the periodic statement 11 FEES The Company agrees to pay the Bank for services provided under this Agreement in accordance with the schedule of charges attached to this Agreement as Attachment 3 The Bank may change its fees from time to tune upon notice to the Company Bank is authorized to charge account number for fees 12 LIABELITY (a) The Bank shall be responsible only for performing the services expressly provided for in this Agreement and shall be liable only for its gross negligence in performing those services The Bank shall not be responsible for the Company's acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or due authorization of any entry received from the Company) or those of any other person, including without limitation any Federal Reserve Financial Institution or transmission or communications facility, any receiver or Receiving Depository Financial Institution (including without limitation on the return of an entry by such receiver or Receiving Depository Financial Institution), and no such person shall be deemed the Bank's agent The Company agrees to indemnify the Bank against any loss, liability or expense (including attorney fees and expenses) resulting from or ansmg out of any claim of any person that the Bank is responsible for any act or omission of the Company or any other person described in this Section 12(a) (b) In no event shall the Bank be liable for any consequential, special, punitive or indirect loss or damage which the Company may incur or suffer in connection with this Agreement, including without limitation, loss or damage from subsequent wrongful dishonor resulting from the Bank's acts or omissions pursuant to this Agreement (c) Without hunting the generality of the foregoing provisions, the Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint interruption of transmission or communication facilities equipment failure, war emergency conditions or other circumstances beyond the Bank's control In addition, the Bank shall be excused from failing to transmit or delay in transmitting an entry if such transmittal would result in the Bank's having exceeded any limitation upon its intra-day net funds position established pursuant to present or future Federal Reserve guidelines AFF01 a0E Y0 of 40 or in the Bank's otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U S governmental regulatory authority (d) Subject to the foregoing limitations, the Bank's liability for loss shall be limited to general monetary damages not to exceed the total amount paid by the Company for the affected ACH service, as performed by the Bank under this agreement for the preceding 30 calendar days 13 INCONSISTENCY OF NAME AND ACCOUNT NUMBER The Company acknowledges that, if any entry describes the receiver mcoaststentky by name and account number, payment of the entry may be made on the basis of the account number even if it identifies a person different from the named Receiver 14 BUSINESS DAY The term "business day" as used herem shall refer to those days which are open for business for the Federal Reserve The Bank will furnish at the Company's request a current calendar of said Federal Reserve business days 15 DATA RETENTION The Company shall retain data on file adequate to permit remaking of entries for five (5) business days following the date of their transmittal to the Bank as provided herem, and shall provide such data to the Bank upon its request 16 TERMINATION The Bank may amend the terms of this Agreement from time to time by notice to the Company Either party may terminate tits Agreement upon ten (10) days written notice to the other The Bank shall have no obligation to transmit entries if the Company is in default of its obligations under this Agreement, including the obligation to pay the Bank for each credit entry The Bank shall be entitled to rely on any written notice believed by it in good faith to be signed by one of the authorized representatives whose names and signatures are set forth on Attachment 4 to this Agreement 17 ENTIRE AGREEMENT This Agreement (including the Attachments attached hereto), together with the account agreement, is the complete and exclusive statement of the agreement between the Bank and the Company with respect to the subject matter hereof and supersedes any prior agreement(s) between the Bank and the Company with respect to such subject matter In the event of any inconsistency between the terms of this Agreement and the account agreement, the terms of this Agreement shall govern In the event performance of the services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future stature, regulation, or government policy to which the Bank is subject and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation, or policy, and the Bank shall incur no liability to the Company as a result of such violation or amendment 1s NON -ASSIGNMENT The Company may not assign tits Agreement or any of the rights or duties hereunder to any person without the Bank's prior written consent 19 BINDING AGREEMENT BENEFIT This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns This Agreement is not for the benefit of any other person, and no other person shall have any right against the Bank or the Company hereunder 20. HEADINGS Headings are used for reference purposes only and shall not be deemed a part of this Agreement 21 GOVERNING LAW This Agreement shall be construed in accordance with and governed by the laws of the State of Texas and SWACHA rules AFF0150E 21 of 40 Company Cav of Bank TEXAS &au 1L By Title CHILFptNANCiA.I. OFFICIAL Date 11-11-97 AFF0150E 22 of 40 AUTOMATED CORPORATE SERVICES AGREEMENT ELECTRONIC FEDERAL TAX PAYMENT SYSTEM ACH CREDIT ORIGINATION AGREEMENT SCHEDULE A EFTPS ACH CREDIT TRANSACTION PROCESSING SCHEDULE Bank Originated (fax/band deliver worksheet) 1000 a In Two Business Days prior to Effective Date* Same Day Settlement 1000 On Tax Effective Date am Transmtsston 2 00 p m Two Busmess Days prior to Effective Date* Cash Manager 2 00 p m Two Business Days prior to Effective Date* *Credits originated before Two Business Days prior to the Effective Date will be rejected and returned by the Federal Reserve. AFF0160E 23 at 40 AUTOMATED CORPORATE SERVICES AGREEMENT ELECTRONIC FEDERAL TAX PAYMENT SYSTEM ACH CREDIT ORIGINATION AGREEMENT SCHEDULE B SECURITY PROCEDURES The Bank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an authorized representative, and any such communication shall be deemed to have been signed by such person PERSONAL COMPUTER PILE TRANSMISSION The Company's authorized representative will access the ACH system by utilizing the prearranged logon procedures, remote ID, and file ID The Company's authorized representative will provide the Bank with verification of the totals contained in the transmission by sending a fax transmission to the Bank's contact In the event that the Company or the authorized representative is unable to fax the information, the Company's authorized representative will telephone the Bank's contact with the verification and also snail the information as back-up on the same day transmuted The Bank will anticipate the receipt of a transmission from the Company on each scheduled processing date identified by the Company in writing and agreed to by the Bank The Company's Authorized Representative will notify the Bank if a transmission will not take place on the prearranged scheduled processing date The Company is responsible for ensuring that the Bank receives the transmission on each processing date indicated in the processing schedule The Bank will verify that the file totals agree with the Company information given by fax or phone In the event of a discrepancy in the totals, the Bank will call the specified Company Authorized Representative designated by an authorized signatory of the Company If an Authorized Representative is not available for notification, then the file will not be processed until the Company's Authonzed Representative can be contacted on the next business day The Company is solely responsible for the accurate creation, modification, and deletion of the account information maintained on the Company's personal computer and used for ACH money transfer The Company agrees to comply with written procedures provided by the Bank for the creation, maintenance, and initiation of ACH money transfer The Company is solely responsible for access by its employees of the data files maintained on the Company's computer The Company is responsible for operator security procedures on the one personal computer licensed for use of the Program AFF0150E 24 of 40 AUTOMATED CORPORATE SERVICES AGREEMENT ELECTRONIC FEDERAL TAX PAYMENT SYSTEM ACH CREDIT ORIGINATION AGREEMENT SCHEDULE C FEE SCHEDULE Bank Originated ACH Credit g Same Day Settlement Credit g Cash Management Tax Payment AFF0150E 25 of 40 AUTOMATED CORPORATE SERVICES AGREEMENT ELECTRONIC FEDERAL TAX PAYMENT SYSTEM ACH CREDIT ORIGINATION AGREEMENT SCHEDULE D ACH AUTHORIZED SIGNATURE FORM DATE SENDING ENTITY NAME COMPANYID# ACCOUNT# ACH CREDIT MAXIMUM AMOUNT $ DAYTIME PHONE NUMBER AFTER HOURS PHONE NUMBER FAX NUMBER 940-349-8212 THE SIGNATURES BELOW ARE THE SIGNATURES OF EMPLOYEES VESTED BY OUR BOARD OF DIRECTORS WITH FULL AUTHORITY TO SIGN TRANSMITTAL REGISTERS USED IN CONJUNCTION WITH THE DEPOSIT OF ACH FILES NAME SIGNATURE 1 , 2 3 4 5 6 a1P (1f f P All K. . ......u�wwu r. w•u.uva• va • �eeaa.0 Authorized Signature Title AFF0150E 26 of 40 Addendum Seven ACH Origination Agreement A The City of Denton wishes to untiate Credit and Debit Entries pursuant to the terms of the Agreement and the rules relating to Corporate Trade Payment Entries (the "Rules") of the National Clearing House Association, for the purpose of processing payments by means of electronic debits, and I fhd.Jc , hereinafter referred to as Bank, is willing to act as an Originating Depository Financial Institution with respect to such Entries B Unless otherwise defined herein, capitalized terms shall have the meanings provided in the Rules AGREEMENT NOW, THEREFORE, in consideration of the mutual promises contained herein, The City of Dento and Bank agree as follows Preparation of Entnes. Bank shall prepare Prenotifications and Entries (referred to herein collectively as "Entries") on the basis of data transmitted by the City of Denton ]ie City of Denton shall provide such data (referred to herein as "Entry Data") in the form have the content, and be transmitted to the Bank location at Weatherford, TX The data shall include a file of payees [tames, bank numbers, account number and debit amounts This file shalt be to specifications of Federal Reserve Bank, SWACHA and the Bank Batik may change such requirements from tune to time upon 30 days' written notice to the City of Denton. Bank shall have no obligation to act on Entry Data received that does not comply with the foregoing requirements, or to reverse, adjust, or stop payment or posting of any Entry Data received or any Entry prepared therefrom Transmittal of Entries and Settlement Except in the case of Entries initiated to accounts maintained with Bank (referred to herein as "On -Us -Entries") Bank shall transmit Entries that comply with the requirements provided for herein to its Automated Clearing House and settle for such Entries in accordance with the Rules The City of Denton shall deliver file to the Bank by 2.00 o.m. two (2) working days prior to payment date Where Entry Data that complies with the requirements provided for herein is received by the Bank Deadline, Bank shall transmit the Entries prepared from such Entry Data (other than On -Us -Entries) to its Automated Clearing House prior to the Applicable ACH Deadline In the event Bank receives Entry Data after a particular Bank Deadline, it shall have no obligation to transmit the Entries derived therefrom to its Automated Clearing House by the applicable ACH Deadline Any Bank Deadline may be changed by Bank form time to time on 30 days' prior written notice to the City of Denton. I W.VVITTIT&Ws t .7 . (a) Credit Entries The City of Denton shall pay Bank in Immediately available funds the amount of each Credit Entry with respect to which Entry Data is transmitted to Bank under this Agreement These funds shall be deposited at such time as agreed upon by the parties Bank shall promptly recredit the account specified below (the "Account") with the amount of each On -Us -Entry rejected by Bank as provided in Section 4, and AFF0150E 27 of 40 each other Entry returned by the Receiving DFI, provided Bank has obtained the returned Entry from such Receiving DFI (b) Debit Entries Bank shall credit the account specified below (the "Account") with the amount of each Debit Entry transmitted to Bank by its Account under this Agreement Bank shall credit the City of Denton on Settlement Date in accordance with the Bank's customary posting procedure differences between On-Us-Entnes and other Entries The City of Denton shall be entitled to withdraw the amount of such credit upon Bank's receipt of entry In the event such an Entry is returned by a Receiving DFI in accordance with the Rules after Bank has provided such credit, the Cily of Denton shall upon demand, repay Bank the amount of such Entry 4 On -Us -Entries. In the case of On -Us -Entries, subject to Bank's right to reject any such Entry as provided below, Bank shall credit and debit the amount of each such Entry prepared from Entry Data received that complies with the requirements provided for herein to the appropriate Receiver's account maintained with Bank Batik shall have the right, in its sole discretion, to reject any On -Us -Entry for an account not in an open status 5 EMM Information. Bank shall provide the City of Denton with notice of the return or rejection of Entries under this Agreement as follows The Bookkeeping Department will notify the Cry of Denton by telephone of any returned debit the next working day after the item is received in the Bank's returns Returns will be received by 1 Treasury Analyst Phone # 940-349-7743 2 Administrative Secretary Phone # 940-349-8531 6 Comphance with Rules The City of Denton and Bank shall comply with and be bound by the Rules as in effect from time to time 7 Cooperation The City of Denton and Bank agree to cooperate promptly and fully in the investigation of any claim asserted by any person arising out of this Agreement or the transactions contemplated thereby Bank Liability, Notwithstanding any provision to the contrary contained herein, Bank shall only be liable to the QV of Denton under this Agreement for its failure to provide any credit or make any payment provided for herein or for its gross negligence or willful misconduct in perforrrung the service provided for herein Bank shall have no liability or responsibility with respect to any other matter, including without lmutations, any act or omission by Bank's Automated Clearing House, any other financial institution, or any other person Bank shall have no liability for any consequential damages Delay by Bank beyond time limits provided in this Agreement is excused if caused by interruption of communication facilities, strikes, emergency conditions or other circumstances beyond its control The City of Denton Liability, Except as specified below, the City of Denton shall be deemed to make the same warranties to Bank with respect to both On -Us -Entries and other Entries subject to this Agreement as Bank is deemed to make under the Rules, and AFF0150E 28 of 40 Bank shall have no responsibility with respect to the matters so warranted by the City of Denton. In the case of On-Us-Entnes, such warranties shall apply as of the tune such Entries are processed by Bank Bank shall not be liable for (a) the debiting or crediting of the amount of an Entry to the account of any person, as required by the City of Denton. (b) the delay of any financial institution other than Bank in debiting or crediting, or the failure of such institution to debit or credit the amount of an Entry, as required by the City of Denton , and (c) delay of the City of Denton in initiating or the failure of the City of Denton to imitate any Entry 10 Advertising. No advertising or publicity concerning this Agreement in which the name of Bank is used will be undertaken without prior written approval of Bank 11 Verifications, After Bank receives the file from the City of Denton. Bank will verify the following by telephone A Total Amount B Number of Records C Pay Date This information will be verified by one of the following employees i 1306b'l e- car9`i (,P-- 2 Lcp- v' 3 12 Payment for Bak Services The cost of this service will be S.ee �GLe Scar-dw L ) m1I rJ AQ,lee ex� cL, f C 13 The Account, The Account is the following deposit account maintained by the City of Denton with Bank Account # fl �.q 15K Bank Office Location The City of Denton may, without demand, debit the Account for any amount payable by the City of Denton to Bank under this Agreement The City of Denton represents to Bank that the Account is, and during the term of this Agreement will be maintained pru=tly for business, and not for personal, family or household purpose 14 Notices Except as otherwise provided herem, any written notice or other written communication required or permitted to be given under the Agreement shall be delivered or sent by United States registered marl, postage prepaid, and, if to Bank, addressed to AFF0150E 29 of 40 and, if to the City of Denton addressed to Director of Fiscal Operations 215 E. McKinney Denton, Texas 76201 Unless another address is substituted by notice delivered or sent as provided herein Any such notice shall be deemed given when received 15 The cost of such ACH credit or debit will be entered monthly as a hard -dollar charge or payment by compensating balances may be substituted 16 Termination, This Agreement may be terminated by the City of Denton or Bank at any time by giving thirty days' prior written notice thereof to the other party Notwithstanding such termination, this Agreement shall remain in force and effect as to all transactions that shall have occurred prior to the date of termination 17 Governing Law This Agreement shall be construed in accordance with and governed by the laws of the State of Texas 18 Headings Headings are used for reference purposes only and shall not be deemed a pan of this Agreement 19 Entire Agreement. Etc This Agreement embodies the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous negotiations representations, and agreements with respect hereto, and shall be binding upon the patties hereto, and their respective successors and assigns This Agreement may be amended only by a writing signed by both parties City o, Signed 1 AFF0150E 30 of 40 Bank T97xASBAArk Signed tsru41VC&c� By CSW EfJ 01FI1 c4e, Title ck f: F/NAA1C/A-L- Qi-Picm Date II-1-7-47 Company Name CityofDenton Address��4� City, State Primary Contact D l &4-4, (, oA, Phone# 940-349-8224 Operations Contact 3 0 4 6 er car g i i 2 Phone# 940-349-13 B a Pre -note Entries Live Entries (date) (date) Company Calendar Received (date) ACH SERVICE INFORMATION ACH Service ( ✓ ))Direct Deposit ( Automatic Debits Input Media ACH for the PC ( ✓ ) Diskette ( )Phone Line Company ID# Delivery Method ( ) Couner ( )Company Carrier (_) Mail ( /) Other -Specify Input Delivery Location — BANK ACH DM/S�ION�INFORMATION Primary Contact ( f4�/'t'f4_u _�YG�P� Phone# Operations Contact�l\ r4 Phone# AFF0150E 31 of 40 I AUTOMATIC DEBIT FILES All ACH Automatic Debit files shall be delivered to the Bank no later than 12 00 p m , two business days prior to the file Settlement Date, i e if the settlement day is Friday, the file must be at the bank facility disclosed in the agreement by the previous Wednesday before 12 00 p to 2 All ACH Direct Deposit flies shall be delivered to the Bank no later than 12 00 p in two business day prior to the file Settlement Date, i e if the settlement day is Friday, the file trust be at the bank facility disclosed in the agreement by the previous Wednesday before 12 00 p m Always take into account bank holidays when scheduling your file delivery dates and time Below is a schedule of bank holidays for the 1997/98 year HOLIDAY SCHEDULE Holiday to Dav Columbus Day October 13 Monday Veterans Day November I Tuesdav Thanksgiving Day November 27 Thursday Christmas Day December 25 Thursdav New Year's Day January 1 Thursday Martin Luther King Day January 19 Monday Presidents Day February 16 Monday Memorial Day May 25 Monday Independence Day July 3 Friday Labor Day September 7 Monday ACH ORIGINATION FEE SCHEDULE ACH for the PC Software $ ACH File $ Individual File Records $ Returned Entries $ These fees may be paid direct or compensating balances may be used to offset any and all charges These charges will be calculated on the final day of each month and charged to the account of the City of Denton number on the day of the month By City of Denton Date AFF0150E 32 of 40 ACH CHART Busmess Name City of Denton I a a q —9 1 - 3► qg 9549X7_9 sH'-�6-R� -� P-99 3- it- `iloitfx2�ilwiii Y4fii3., I�$ :I$te -// - A7— 4 8 0 0 --7 -9 0- 9 -99 gr 0 -al -9 /0- -9ir � • RAAICi� ��,? " s e�}a§ °��TsfY��Battk Reeeipt � 'Ulaz*<- �'feativa t,�ate 5 - 49 a qq- �e • z;e� �°� � ��e;nw =`. ,<�.�C'.Y* 8agi� �t,�eipt Dete.� B�feettve late 11 qg19gg/6 98 /,Z- - q blet AFF0150E la I7 qi bet= 9'I 2#ee+10 t I;tsq-1 33 of 40 17�• 19 q'1 1 % 30 RI MASTER REPURCHASE AGREEMENT Between Dated as of 1-174 —J{'Z /"AS (Seller) and City of Denton (Name Of Customer) (Buyer) Applicability From time to tune the parties hereto may enter into transactions in which one parry ("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 the transfer of Hinds by Seller Each such transaction shall be referred to herem as a "Transaction" and shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto, unless otherwise agreed in writing Definitions (a) "Act of Insolvency", with respect to any parry, (1) the commencement by such parry as debtor of any case or proceeding under an bankruptcy, insolvency, reorganization, liquidation dissolution or simlar law, or such parry seeking the appointment of a receiver, trustee, custodian or similar official for such parry or any substantial part of its property, or (it) the commencement of any such case or proceeding against such parry, or another seeking such appointment, or the filing against a parry of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not tunely contested by such parry, (B) results in the entry of an order for relief, such an appointment, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days (in) the making by a parry of a general assignment for the benefit of creditors or (tv) the admission in writing by a parry 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 (c) "Buyer's Margin Amount" with respect to any Transaction as of any date, the amount obtained by application of a percentage (which may 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 prior to entering into the transaction to the Repurchase Price for such Transaction as of such date (d) "Confirmation" the meaning specified in Paragraph 3(b) hereof (e) "Income", with respect to any Security at any time any principal thereof then payable and all interest dividends or other distributions thereon, M "Margin Deficit", the meaning specified in Paragraph 4(a) hereof (g) "Margin Excess", the meaning specified in Paragraph 4(b) hereof, (h) "Market Value", with respect to any Securities as of any date die price for such Securities on such date obtained from a generally recognized source to by the parties or the most recent closing bid quotation from such a source, plus accrued income to the extent not included therein (other than any Income credited to transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) as of such date (unless contrary to market practice for such Securities), 0) "Price Differential", with respect to any Transaction hereunder as of any date the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of determination (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction), 0) "Pricing Rate" the per annum percentage rate for determination of the Price Differential (k) "Prune Rate", the prune rate of U S money center commercial banks as published in The Wall Street Journal (I) +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 Seiler to Buyer and (it) 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 amount of any cash transferred by Seller to Buyer pursuant to Paragraph 4(a) hereof or applied to reduce Seller s obligations under clause (it) of Paragraph 5 hereof AFF0150E 34 of 40 (11) "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 to any Transaction at any time also shall include Addiuonal Purchased Securities delivered pursuant to Paragraph 4(a) and shall exclude Securities rammed pursuant to Paragraph 4(b), (0) "Repurchase Date" the date on which the sailer is to repurchase the Purchased Securities form Buyer including any date determined by application 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 (mcludmg 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 amount determined by the application of the provisions of Paragraph 11 hereof, (q) � "Seller's Margin Amount", with respect to any Transaction as of any date, the amount obtained by application of a percentage (which may be equal to the percentage that is agreed to as the Buyer's Margin Amount under subparagraph (c) of this Paragraph), agreed to by Buyer and Seller prior to entering into the Transaction to the Repurchase Price for such Transaction as of such date i Initiation, Confirmation; Termination (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or is agent against the transfer of the Purchase Price to an account of Seller (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed shall promptly deliver to the other party a written confirmation of each Transaction (a "Confirmauon") The Confirmation shall descnbe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (I) the Purchase Date, (il) the Purchase Price (Ili) the Repurchase Date unless the Transaction is to be terminable on demand, (tv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement The Confirmation, together with this Agreement, shall consumte conclusive evidence of the terms agreed Between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof In the event of any conflict between the terms of such Confirmation and this Agreement this Agreement shall prevail (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective On the date specified in such demand or on the date fixed for termination in the case of Transactions having a fixed term termination of the Transaction will be effected by transfer to Seller or it's agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of Seller pursuant to Paragraph S hereof) against the transfer of the Repurchase Price to an account of Buyer Margin Maintenance (a) If at any time the aggregate Market Value of all Purchased Secunues subject to all Transactions in which a particular parry hereto is acting as Buyer is less tan the aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit"), then Buyer may by nonce to Seller require Seller in such Transactions at Seller's option, to transfer to Buyer cash or additional securities reasonably acceptable to Buyer ("Additional Purchased 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 ansing from any Transactions in which such Buyer is acting as Seller) (b) If at any tune the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular parry 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 Transactions, at Buyer's option, to transfer cash or Purchased Securities to Seller, so that the aggregate market Value of the Purchased Securities, afar deduction of any such cash or any Purchased Securities so transferred will thereupon not exceed such aggregate Seller's Margin Amount (increased by the amount of any Margin Excess as of such date from any Transactions in which such Seller is acting as Buyer) (c) Any cash transferred pursuant to this paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer and Seller (d) Seller and Buyer may agree with respect to any or all Transactions hereunder that the respective rights of Buyer or Seller (or both) under subparagraphs (a) and (b) of this Paragraph may be exercised only where a Margin Deficit or Margin Excess exceeds a specified dollar amount or a specified percentage of the Repurchase Prices for such Transactions (which amount or percentage shall be agreed to by Buyer and Seller prior to entering into any such Transactions) AFF01506 35 of 40 (e) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights or Buyer and Seller under subparagraphs (a) and (b) of this Paragraph to require the elrmnation of a Margin Deficit or a Margin Excess, as the case may be, may be exercised whenever such a Margin Deficit or Margin Excess exists with respect to any single Transaction hereunder (calculated without regard to any other Transaction outstanding under this Agreement) S Income Payments Where a particular Transaction's term extends over an Income payment date on the Securities subject to that Transaction, Buyer shall, as the parties may agree with respect to such Transaction (or in the absence of any agreement as Buyer shall reasonably determine in its discretion), on the date such Income is payable either (t) transfer to or credit to the account of Seller an amount equal to such Income payment or payments with respect to any Purchased Securities subject to such Transaction or (it) apply the Income payment or payments to reduce the 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 result in the creation of Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or 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 Transactions and shall be deemed to have granted to Buyer a security interest in, all of the Purchased Securities with the respect to all Transactions hereunder and all proceeds thereof Payment and Transfer Unless otherwise mutually agreed, all transfers of hinds hereunder shall be in unmedtately available funds All Securities transferred by one party hereto to the other parry (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the parry receiving possession may reasonably request, (it) shall be transferred on the book -entry system of a Federal Reserve Bank, or (tin) shall be transferred by any other method mutually acceptable to Seller and Buyer As used herein with respect to Securities "transfer" is intended to have the same meaning as when used in Section 8-313 of the Texas Business and Commerce Code or, where applicable, an any federal regulation governing transfers of the Securities Segregation of Purchased Securities To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement Segregation may be accomplished by appropriate identification on the books and records of the holder including a financial intermediary or a clearing corporation Tide to all Purchased Securities shall pass to Buyer and unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise pledging or hypothecating the Purchased Securities but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraphs 3, 4 or 11 hereof or of Buyer's obligation to credit or pay Income to or apply Income to the obligations of, Seller pursuant to Paragraph S hereof Required Disclosure for Transactions in Which the Seger Retains Custody of the Purchased Securities Seller is not permitted to substitute other securities or those to this Agreement and therefore must keep Buyer's securities segregated at all time, unless in this Agreement Buyer grants Seller the right to substitute other securities If Buyer grants the right to substitute this means that Buyer's securities will likely be commingled with Seller's own securities during the trading day Buyer is advised that, during any trading day that Buyer s securities are commingled with Seller's securities, they will he subject to liens granted by Seller to its clearing bank and may be used by Seller for deliveries on other securities tiansactnons Whenever the securities are commingled Seiler s ability to resegregate substitute securities for Buyer will be subject to Seller s ability to satisfy the clearing lien to obtain substitute securities AFF0150E 36 of 40 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 subsumuon, the substituted Securities shall be deemed to be Purchased Securities (b) In Transactions in which the Seller retams custody of Purchased Securities, the Parties expressly agree that Buyer shall be deemed, for purposes of subparagraph (a) of this Paragraph, to have agreed to and accepted in this Agreement substitution by Seller of other Securities for Purchased 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 10 Representations Each of Buyer and Seller represents and warrants to the other that (i) it is 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 performance, (i) it will engage in such Transactions as principal (or, if agreed in wring in advance of any Transaction by the other parry hereto, as agent for a disclosed principal), (it) the person signing this Agreement on its behalf is duly authorized to do so on its behalf (or on behalf of any such disclosed principal), (iv) it has obtained all authorizations of any governmental body required in connection with this Agreement and the Transactions hereunder and such authorizations are in Ibll force and (v) the execution, delivery and performance of this Agreement and the Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected On the Purchase Date for any Transaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it 11 Events of Default In the event that (i) Seller fads to repurchase or Buyer fails to transfer Purchased Securities upon the applicable Repurchase Date, (11) Seller or Buyer fails, after one business day's notice, to comply with Paragraph 4 hereof (in) Buyer fails to comply with Paragraph S hereof, (tv) 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 material respect when made or repeated or deemed to have been made or repeated or (vt) Seller or Buyer shall admit to the other its inability to, or its intention not to, perform any of its obligations hereunder (each an "Event of Default") (a) At the option of the non defaulting parry, exercised by written notice to the defaulting parry (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Act of Insolvency), the Repurchase Date for each Transacuon hereunder shall be deemed immediately to occur (b) In all Transactions in which the defaulting patty 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 parry s obligations hereunder to repurchase all Purchased Securities in such Transactions shall thereupon become immediately due and payable, (it) to the extent permitted by applicable law the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtamed by daily application of (x) the greater of the Pricing Rate for such Transaction or the 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 parry with respect to such Repurchase Price pursuant to clause (in) of this subparagraph, (B) any proceeds from the sale of Purchased Securities pursuant to subparagraph (d)(i) of this Paragraph, and (C) any amounts credited to the account of the defaulting parry pursuant to subparagraph (a) of this Paragraph) on a 360 day per year basis for the actual number of days during the period from and including the date of the Event of Default giving rise to such option to but excluding the date of payment of the Repurchase Price as so increased, (ii) all Income paid after such exercise or deemed exercise shall be retained by the non defaulting parry and applied to the aggregate unpaid Repurchase Prices owed by the defaulting parry, and (tv) the defaulting party shall unmediately deliver to the non defaulting parry any Purchased Securities subject to such Transactions then in the defaulting parry's possession (c) in all Transactions in which the defaulting parry 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, ude and interest in all Purchased Securities subject to such Transactions shall be deemed transferred to the non defaulting parry, and the defaulting parry shall deliver all such Purchased Secunues to the non defaulting parry (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 nonce given under subparagraph (a) of this paragraph or the notice referred to in clause (tt) of the first sentence of this Paragraph) the non defaulting parry may AFF0160E 37 of 40 (1) as to Transactions in which the defaulting parry is acting as Seller, (A) unmediately sell, in a recognized market at such price or prices as the non defaulting parry may reasonably deem satisfactory, any or all Purchased Securities subject to such Transactions and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaWtmg parry hereunder or (B) in its sole discretion elect in lieu of selling all or a portion of such Purchased Securities, to give the defaulting parry credit for such Purchased Securities in an amount equal to the price therefor on such date, obtained from a generally recognized source or the most recent closing bid quotation from such a source, against the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder, and (r) as to Transactions in which the defaulting parry is acting as Buyer, (A) purchase securiues ("Replacement Secures") of the same class and amount as any Purchased Securities that are not delivered by the defaulting parry to the non defaulting parry as required thereunder or (B) in its sole discretion elect, in lieu of purchasing Replacement Securities to be deemed to 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 parry is acting as Buyer, the defaulting party shall be liable to the non defaulting parry (i) with respect to Purchased Secures (other than Additional Purchased Securities), for any excess of the price paid (or deemed paid) by the non defaulting parry for Replacement Securities therefor over the Repurchase Price for such Purchased Securities and (u) with respect to Additional Purchased Securities, for the price paid (or deemed paid) by the non defaulting parry for the Replacement Securities therefor In addition, the defaulting party shall be liable to the non defaulting parry for interest on such remaining liability with respect to 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 a rate equal to the greater of the Pricing Rate for such Transaction or the Prime Rate () For purposes of this Paragraph 11, the Repurchase Price for each Transaction hereunder in respect of which the defaulting parry rs acting as Buyer shall not increase above the amount of such Repurchase Price for such Transaction determined as of the date of the exercise or deemed exercise by the non defaulting parry of its option under subparagraph (a) of this Paragraph (g) The defaulting party shall be liable to the non defaulting party for the amount of all reasonable legal or other expenses incurred by the non defaulting parry in connection with or as a consequence of an Event of Default together with interest thereon at a rate equal to the greater of the Pricing Rate for the relevant Transaction or the Prune 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 Agreement Buyer and Seller acknowledge that, and have entered hereunto and will 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 (1) to perform all of its obligations in respect of each Transaction hereunder and that a default in the performance of any obligations shall constitute a default by it in respect of all Transactions hereunder (u) that each of them shall be entitled to set off chums and apply property held by them in respect of any Transaction against obligations owing to them in respect of any transaction against obligations owing to them in respect of any other Transactions hereunder and (id) that payments deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have made in consideration of payments deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to 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 parry to whom any notice or other communication is to be given hereunder, all such nouces or communications shall be in writing or confirmed in writing and delivered at the respective addresses set forth in Annex I attached hereto 14 Entire Agreement, SeverabWty This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceabilrry of any such other provision or agreement AFF0150E 38 of 40 15 Non-assignabWty, 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 parry Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall msurc to the benefit of the parties and their respecuve successors and assigns This Agreement may be canceled by either parry upon giving written nonce to the other, except that this Agreement shall, notwithstanding such nonce, remain applicable to any Transactions then outstanding 16 Governing Law 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 parry shall constitute a waiver of its right to exercise any other remedy hereunder No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective unless and until such shall be in writing and duly executed by both of the parties hereto Without limitation on any of the foregomg, the failure to give a notice pursuant to subparagraphs 4(a) or 4(b) hereof will not constitute a waiver of any right to do so at a later date 18 Use of Employee Plan Assets (a) If assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974 ("BRISA") are intended to be used by either parry hereto (the "Plan Party") in a transaction, the Plan Parry shall so notify the other parry prior to the Transaction The Plan Parry shall represent in writing to the other party that the Transaction does not constitute a prohibited transaction under ERISA or is otherwise exempt therefrom, and the other parry may proceed in reliance thereon but shall not be required so to proceed (b) Subject to the last sentence of subparagraph (a) of this Paragraph any such Transaction shall proceed only if Seller 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 pursuant to this Paragraph, Seller shall be deemed (i) to represent to Buyer 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 his not disclosed to Buyer, and (if) 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 Parry 19 Intent (a) The parties recognize that each Transaction is a "repurchase agreement" as that term is defined in Section 101 of Tide 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable) and a "securities contract" as that term is defined in Section 741 of Tide 11 of the United States Code, as amended (b) It is understood that either parry's right to liquidate Securmes delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Tide 11 of the United States Code as amended 20 Disclosure Relating to Certain Federal Protections The parties acknowledge that they have been advised that (a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission ("SEC") under Section 15 of the Secures 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 ("SIPA") do not protect the other party with respect to any Transaction hereunder (b) in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act SIPA will not provide protection to the other party with respect to any Transaction hereunder, and AFF0150E 39 of 40 (c) in the case of Transactions In which one of the parties is a Financial Institution funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation Bank /TE XA 5/5AN'�K By Title CHIEF FINAN"At. OFFI Date Annex I The items listed below are agreed by Buyer and Seller as exceptions or restrictions to this Master Repurchase Agreement dated lw i-4"? By admowledgmg the below items, the listed items heroine provisions of this agreement and are subject to the guidelines of the preceding document N/it, BY City of Denton 215 E. McK nnev Denton. Texas 76201 440-349.8224 By —&s &w44 CA,&,.� Bank �tr�k P.O. Bit x 116o Weath4rfot- TX 7foOSL AFF0150E 40 or 40