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HomeMy WebLinkAbout2006-157FILE REFERENCE FORM 2006-157 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILES Date Initials One-year Extension to Depository Services Contract — Ordinance No. 2008-067 04/01/08 JR Second -year Extension to Depository Services Contract — Ordinance No. 2009-047 03/03/09 J R SdOur Documents\0rdinance06\2006 ordinance depository contracLdoc ORDINANCE NO. ,26)0�2'157 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON DESIGNATING A DEPOSITORY FOR CITY FUNDS FOR A TERM BEGINNING JULY 1, 2006 AND ENDING JUNE 30, 2008, WITH THREE ONE YEAR EXTENSIONS; AUTHORIZING THE MAYOR TO EXECUTE A DEPOSITORY AND MERCHANT SERVICES CONTRACT WITH WACHOVIA BANK, N.A. AS THE PRIMARY DEPOSITORY; AUTHORIZING THE CITY MANAGER AND OTHER CITY EMPLOYEES TO TRANSACT BUSINESS WITH THE DEPOSITORY; AND PROVIDING FOR AN EFFECTNE DATE. WHEREAS, the City of Denton has notified all the banking institutions within the City of its intent to receive applications for the performance of depository services and the custody of City funds for a tern beginning July 1, 2006, and ending on June 30, 2008, with three possible one-year extensions of the Contract not to extend beyond June 30, 2011, in accordance with the requirements of Chapter 105 of the Local Government Code; and WHEREAS, the City of Denton has received an application for depository services 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 Wachovia Bank, N.A. 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 HEREBY ORDAINS: SECTION 1. The Wachovia Bank, N.A. is hereby selected and designated as the primary depository for operations and payroll accounts, banking, depository, and merchant services beginning July 1, 2006, and ending June 30, 2008, with three possible one-year extensions of the Contract through June 30, 2011, in accordance, with Chapter 105 of the Texas Local Government Code. The Mayor, or in his absence, the Mayor Pro Tern, is authorized to execute a depository contract with Wachovia Bank, N.A., substantially in the form of the attached Contract. SECTION 2. The Contract, including all attached exhibits, with this 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 approved and accepted. The City Manager, or his designee is hereby authorized to execute any other documents and agreements on behalf of the City that are consistent with the services authorized by the Contract. SECTION 3. The following officials: Howard Martin, Interim City Manager; Jon Fortune, Assistant City Manager; and the City's Chief Financial Officer, are hereby authorized to transact business with the above listed institution regarding daily banking transactions or investments for the City of Denton. S:\Our Documents\Ordinances\06\2006 Ordinance depository contract.doc SECTION 4. The City Manager is authorized to make the expenditure of funds and fees and take the actions as indicated in the attached Contract and exhibits. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of QM& 2006. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: �&'Cll PE McNEILL, MAYOR Page 2 S:\Our Documents\Conlracu\06\2006 Depository Contract.doc DEPOSITORY SERVICES CONTRACT STATE OF TEXAS § COUNTY OF DENTON § ARTICLE 1. SELECTION AND TERM Wachovia Bank, N.A., hereinafter referred to as "Depository" at 1696 South Loop 288, Denton, Texas 76205, 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. Gov't Code Ch. 105, Tex. Loc. Gov't Code §131.903, Tex. Tax Code §6.09, and all other applicable laws, 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 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 June 1, 2006 and ending May 31, 2008. Provided, however, that this Contract may be extended for up to three additional one-year terms at the request of the Depository and upon the approval of and sole discretion of the City through its City Council. Depository also agrees that the City shall have up to 90 days from the date the City Council designates it as the City's depository to transfer all municipal funds covered by this Contract from its current depository to Depository. Under no circumstances shall the term of this Contract extend beyond May 31, 2011 or the maximum term allowed by law. It may be sooner terminated by Depository's failure to adhere to all requirements of this Contract. ARTICLE 2. OBLIGATIONS OF DEPOSITORY A. The Depository shall pledge to the City and deposit in safekeeping and trust with another bank acceptable to the City approved security as defined or referred to in Tex. Loc. Gov't Code §105.031, et. seq. and the Collateral for Public Funds Act, Chapter Act, Chapter 2257 of the Texas Government Code, in an amount of market value sufficiently adequate to protect all funds of City on deposit with Depository during the term of this Contract, but not less than that required by Tex. Loc. Gov't Code Ch. 105, Tex. Gov't Code §2257.022, the City's Investment Policy, and all other applicable laws. 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 interest, are to be fully collateralized in accordance with the above terms. Depository will be responsible for determining 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 applicable laws. Pledged securities will be listed as an addendum to the Depository Contract in Exhibit "A". Pledged securities will be held by the Federal Home Loan Bank in joint custody with the City and the Depository. Provided further that: 1. The approved securities shall be of the kind defined or referred to in Tex. Loc. Gov't Code §105.031 and Chapter 2257 of the Texas Government Code 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. S:\Our Documents\Contracts\06\2006 Depository Contract.doc 2. The conditions of the pledge of approved securities required by this Contract are that 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 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 any time deposit or certificate of deposit of City in Depository upon maturity or after the period of notice 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 funds the City then has on deposit with Depository. 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 obligations 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 foregoing Depository shall have the right, with the consent 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 application attached hereto. To the extent of conflict, if any there be, between this Contract and the application, Exhibit `B", and any of the attached exhibits, the terms of this Contract shall control. Nothing in the terms and conditions of the application (Exhibit `B"), including without limitation, any indemnity or venue clauses, shall control or reduce the obligations of Depository under this Contract, it being the intent of the parties that the terms of this Contract shall control and be binding over any conflicting provision in the exhibits. All conflicts in the exhibits shall be resolved in accordance with Article 2 A.10 of this Contract. 5. Upon execution, Depository shall immediately furnish or cause to be fumished 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. City shall promptly furnish 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 agrees to pledge an amount that is equal to funds anticipated to be on deposit from day to day. Page 2 of 7 SA0ur Documents\Contracts\06\2006 Depository Contract.doc 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. 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 depository, 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 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, Chapter 2256, §2256.001-2256.104 of the Texas Government Code (V.A.T.C.S.); the City Charter and 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 -mentioned laws, that the City shall remain at maximum flexibility to invest its funds prudently 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 professional banking services as an independent contractor for the charges as set forth in the Depository's application dated March 7, 2006, which application is attached hereto as Exhibit `B" and made a part of this Contract for all purposes. i 10. Depository shall perform all those banking services set forth in Exhibit "A"; its application attached hereto as Exhibit `B'; and the City's Request for Applications for the Performance of Depository Services, which is attached hereto as Exhibit "C" and made a part of this Contract 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 as follows: First, this Depository Contract controls over all exhibits; second, Exhibit "A" controls over Exhibits "B" and "C"; third, Exhibit "C" controls over Exhibits `B". 11. Depository shall (a) keep the municipal funds covered by this Contract, (b) perform the duties and obligations imposed on the Depository by law and under this Contract, (c) pay on presentation all checks drawn and personally payable on a demand deposit account with the Depository, (d) pay all transfers properly payable as directed by the designated employee or officer chosen by the city, (e) provide and maintain security at the level required by Tex. Gov't Code Ch. 2257, and (f) account for municipal funds as required by law. , Page 3 of 7 S:\Our Documents\Contracts\06\2006 Depository Contract.doc ARTICLE 3. ADDITIONAL SECURITY 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 2 herein. ARTICLE 4. ADDITIONAL DEPOSITORIES 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 with 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 contract if the City determines that additional financial services are necessary in the administration, collection, investment, and/or transfer of municipal funds. ARTICLE 5. LEVEL OF COMPETENCY Depository and its officers and employees performing services hereunder agree that in the performance of these depository services, they shall be responsible to the level of competency and shall 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. ARTICLE 6. INDEMNIFICATION Depository shall indemnify and hold harmless the City, its officers, agents, and employees from loss, damage, liability, or expenses on account of any claims, damages, or injuries, whatsoever to all persons including employees of Depository and City, including without limitation breach of the Year 2000 Warranty set forth in Article 2.B., which may arise from any negligence, error, or omission in the performance of this Contract on the part of Depository or any breach of its obligations or duties under this Contract, and Depository 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 or losses whatsoever which may be incurred or rendered against them or the City. ARTICLE 7. EXHIBITS 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 8. VENUE 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 suit or dispute regarding this Contract shall be decided and, settled in a State or Federal court of competent jurisdiction sitting in Denton County, Texas for State courts, and sitting in the Federal Eastern District of Texas, Sherman Division, for Federal courts. Page 4 of 7 SAOur Documents\Contracts\06\2006 DLpository Contraccdoc ARTICLE 9. COUNTERPARTS This Contract may be executed in any number of counterparts, and each such counterpart shall be deemed for all purposes to have the same effect as if all parties to this Contract had signed one and the same signature page of this Contract. , ARTICLE 10. TERMINATION A. The City and Depository shall, as a matter of right without necessity of default on the part of City or Depository, terminate this Contract at any time by giving the City or Depository 90 days prior notice in writing. 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 30 days from receipt of the notice to correct the default. If Depository fails to remedy default within this time, City, at its sole option, may cancel this 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 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 obligations of this Contract including, but not limited to, instituting suit for damages or, in the alternative, specific performance of this Contract. B. In the event of termination, Depository shall fully cooperate with the City to transfer all municipal funds to the new depository designated by the City. ARTICLE J 1. NOTICES All notices required under this Contract must be given by certified mail or registered mail, addressed to the proper party, or via facsimile, at the following addresses or fax nos.: CITY: Howard Martin, City Manager City of Denton 215 E. McKinney Denton, Texas 76201 Fax No. 940-382-8596 DEPOSITORY: Eric L.Kraft Senior Vice President Wachovia Bank, N.A. 5080 Spectrum Drive, TX5655 Suite 500 East Addison, Texas 75001 Fax No. 972-419-3136 Either party may change the address or fax no. to which notice is sent by giving the other party notice of the new address in the manner provided in this section. Page 5 of 7 SAOur Documents\Contracts\06\2006 Depository Contract.doc ARTICLE 12. ASSIGNMENT Depository shall not assign any interest in this Contract and shall not transfer any interest in this Contract (whether by assignment, novation, or otherwise) without the prior written consent of the City thereto. ARTICLE 13. BINDING EFFECT 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 14. ENTIRE AGREEMENT 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 15. AUTHORITY TO CONTRACT Depository hereby does represent to the City that its officer or officers who have executed this Contract have 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 16. DUPLICATE ORIGINALS This Contract is executed by the City and the Depository in three copies, all of which shall be deemed originals. IN WITNESS of which this Contract has been executed effective this the of by the duly authorized officers of Depository and City. CITY OF DENTON: By: &w Q M &10 Perry . McNeill, Mayor Page 6 of 7 S:\Our Documents\Contracts\06\2006 Depository Contract.doc ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: EDW C WACHOVIA BANK, N.A. Im lti L.lt'-L Eric L. Kraft Senior Vice President Senior Relationship Manager Government & Institutional Banking Page 7 of 7 (City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution TERMS OF SERVICE These Terms of Service are entered into as of the Effective Date by and among The City of Denton, Texas, NOVA Information Systems, Inc. and Wachovia Bank, National Association. The TOS and the other portions of the Agreement govern the Merchant's participation in the Program. Section A — Definitions 1) DEFINITIONS. a) ACH: Automated Clearing House. b) Agreement: The TOS, any Addendum, the Merchant Application, the Merchant Operating Guide, and any other guides or manuals provided to Merchant from time to time, and all additions to, amendments and modifications of, and all replacements to any of them, as applicable. c) American Express: The American Express Company. d) Authorization: Merchant's request for approval of a sales Transaction by an Issuer. Authorization is initiated by accessing the authorization center by telephone or electronic terminal. e) Authorization Code: The code sent by an Issuer in response to an Authorization request. f) Automated Clearing House (ACH): The funds transfer system governed by the rules of NACHA. ACH allows financial institutions to clear interbank entries electronically. g) Bankruptcy Proceeding: With respect to a Person means (i) that the Person or any subsidiary of such Person shall: (a) commence a voluntary case under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect); (b) file a petition seeking to take advantage of any other applicable laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts or any other similar conservatorship or receivership proceeding instituted or administered by any regulatory agency or body; (c) consent to or fail to contest, in a timely and appropriate manner, any petition filed against it in an involuntary case under such bankruptcy laws or other applicable laws or consent to an Involuntary Bankruptcy Proceeding; (d) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a trustee, receiver, custodian, liquidator, or similar entity of such Person or of all or any substantial part of its assets, domestic or foreign; (e) admit in writing its inability to pay its debts as they become due; (f) make a general assignment for the benefit of creditors; (g) make a conveyance fraudulent as to creditors under any applicable law; or (h) take any action for the purpose of effecting any of the foregoing; or (ii) that a case or other proceeding shall be commenced against the Person or any subsidiary of such Person in any court of competent jurisdiction, or through any regulatory agency or body, seeking: (a) relief under the Bankruptcy Code of 1978, as amended, or other federal bankruptcy laws (as now or hereafter in effect) or under any other applicable laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or composition, or adjustment of debts; or (b) the appointment of a trustee, receiver, custodian, liquidator or the like of such Person or of all or any substantial part of the assets, domestic or foreign, of such Person or any other similar conservatorship or receivership proceeding instituted or administered by any regulatory agency or body. h) Card Not Present: The processing environment where the Payment Device is not physically presented to the Merchant by the Cardholder as the form of payment at the time of sale. Card Not Present includes, but is not limited to, Mail Order, Telephone Order, and Electronic Commerce Transactions. i) Card Present: The processing environment where the Payment Device is physically presented to the Merchant by the Cardholder as the form of payment at the time of sale. j) Cardholder: (i) the individual in whose name a Payment Device has been issued; and (ii) any individual who possesses and uses a Payment Device and who purports to be the person in whose 1 of 26 (City of Denton, TX) TERMS OF SERVICE did 06.06.06 Execution name the Payment Device was issued or whose signature appears on the Payment Device as an authorized user. k) Chargeback : A sales Transaction disputed by a Cardholder or Issuer pursuant to the Payment Network Regulations. l) Confidential Information: All information or items proprietary to NOVA or Member, of which the Merchant obtains knowledge or access as a result of the Merchant's relationship with NOVA and Member, including, but not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing): scientific, technical, or business information, product makeup lists, ideas, concepts, designs, drawings, techniques, plans, calculations, system designs, formulae, algorithms, programs, software (source and object code), hardware, manuals, test procedures and results, identity and description of computerized records, identity and description of suppliers, customer lists, processes, procedures, trade secrets, "know- how," marketing techniques and material, marketing and development plans, price lists, pricing policies, and all other financial information. m) Credit Card: A: (i) Visa card or other card bearing the symbol(s) of Visa U.S.A., Inc. or Visa International, Inc. (including Visa Gold cards); (ii) a MasterCard card or other card bearing the symbol(s) of MasterCard International Incorporated (including MasterCard Gold cards); or (iii) any card bearing the symbol of any other Credit Card Association. n) Credit Card Associations: (i) Visa U.S.A., Inc.; (ii) MasterCard International Incorporated; (iii) American Express; (iv) Discover; (v) Diners; (vi) JCB; and (vii) any other organization or association that hereafter contracts with NOVA and/or Member to authorize, capture, and/or settle Transactions effected with Credit Cards issued or sponsored by such organization or association, and any successor organization or association to any of the foregoing. o) Credit Card Rules: All applicable rules and operating regulations of the Credit Card Associations, and all rules, operating regulations, and guidelines for Credit Card Transactions issued by NOVA from time to time, including, without limitation, all amendments, changes and revisions made thereto from time to time. p) Credit Transaction Receipt: A document, in paper or electronic form, evidencing a Merchant's refund or price adjustment to be credited to a Cardholder account. q) Debit Card: A card with a magnetic stripe bearing the symbol(s) of one or more EFT Networks which enables the holder to pay for goods or services by authorizing an electronic debit to the Cardholder's designated deposit account, including PIN -based, online debit Transactions. r) Debit Card Rules: All applicable rules and operating regulations of the EFT Networks, and all rules, operating regulations, and guidelines for Debit Card Transactions issued by NOVA from time to time, including, without limitation, all amendments, changes, and revisions made thereto from time to time. s) Demand Deposit Account (DDA): The commercial checking account at a financial institution acceptable to NOVA and Member designated by Merchant to facilitate payment for Transactions, Chargebacks, returns, adjustments, fees, fines, penalties, and other payments due under this Agreement. t) Diners: Diners Club International Ltd. u) Discover: Discover Financial Services, Inc. v) EBT Card: A card utilized for electronic benefits transfers. w) Effective Date: The date set forth in the signature block herein. x) EFT Networks: (i) Interlink Network Inc., Maestro U.S.A., Inc., Visa, and MasterCard; and (ii) any other organization or association that hereafter authorizes NOVA and/or Member to authorize, capture, and/or settle Transactions effected with Debit Cards, and any successor organization or association to any of the foregoing. y) Electronic Check Service Association: Visa, NACHA, and any other organization or association hereafter designated as an Electronic Check Service Association by NOVA from time to time. 2 of 26 (City of Denton, TX) TERMS OF SERVICE did 06.06.06 Execution z) Electronic Check Service Rules: All applicable rules and operating regulations of the Electronic Check Service Associations, and all rules, operating regulations, and guidelines for Electronic Check Service Transactions issued by NOVA from time to time, including without limitation, all amendments, changes, and revisions made thereto from time to time. aa) Electronic Commerce Transaction: A Transaction that occurs when the Cardholder uses the Internet to make a purchase from Merchant or Merchant uses the Internet to submit the Transaction for processing to NOVA. bb) Electronic Gift Cards (EGC): A special card purchased by a customer that is redeemable for in- store merchandise or services. cc) Interchange: The clearing and settlement system for Visa and MasterCard Credit Cards and Debit Cards where data is exchanged between NOVA and the Issuer. dd) Issuer: The financial institution or other entity that issued the Credit Card or Debit Card to the Cardholder. cc) JCB: JCB International Co., Ltd. ff) Laws: All applicable state, federal and local laws, rules, and regulations, as amended from time to time. gg) Loyalty Cards: A special card given to customers who are frequent shoppers of an establishment pursuant to which the customer may receive a discount or other reward. hh) Mail Order/Telephone Order (MO/TO) Transaction: For MO, a Transaction that occurs when the Cardholder uses the mail to make a purchase from a Merchant and for TO, a Transaction that occurs when the Cardholder uses a telephone to make a purchase from a Merchant. ii) MasterCard: MasterCard International Incorporated. jj) Member: Wachovia Bank, National Association. The Member may be changed by NOVA at any time. kk) Merchant (or you): The City of Denton, Texas. II) Merchant Application: Any document containing information regarding Merchant's business that is submitted to NOVA and Member in connection with Merchant's application for processing services. mm)Merchant Operating Guide: The operating manual provided by NOVA to its Merchants. The Merchant Operating Guide may be amended from time to time by NOVA in its sole discretion. nn) National Automated Clearing House Association (NACHA): The national association that establishes standards, rules, and procedures to enable depository financial institutions that are members of regional ACH associations to exchange electronic payments. cc) NOVA: As applicable, NOVA Information Systems, Inc., a Georgia corporation, and any affiliate or subsidiary of NOVA Information Systems, Inc. that provides processing services to a Merchant related to Transactions. NOVA is a registered member service provider of each Member. pp) NOVA Processing Fee: The direct cost to NOVA of the respective Credit Card Association and EFT Network credit and debit card interchange and/or gateway fees, any third party's telecommunication costs, NOVA's and/or any third party's authorization and capture switch fees, and a service processing fee. qq) Payment Device: Any device used for the purpose of obtaining credit or debiting a designated account including a Credit Card, Debit Card, and any other financial transaction device, including an Electronic Gift Card, electronic check, EBT Card, stored value card, "smart" card, or other device created to be used for the purpose of obtaining credit or debiting a designated account, that is now or hereafter effected through Transactions with Merchants. rr) Payment Network: Any Credit Card Association, EFT Network, Electronic Check Service Association, governmental agency or authority, and any other entity or association that issues or sponsors a Payment Device. ss) Payment Network Regulations: Individually and collectively, as the context may dictate, the Credit Card Rules, the Debit Card Rules, and/or the Electronic Check Service Rules. 3 of26 (City of Denton, TX) TERMS OF SERVICE did 06.06.06 Execution It) Person: Any individual, firm, corporation, business trust, partnership, governmental agency or authority, or other entity and shall include any successor (by merger or otherwise) of such entity. no) POS Device: A terminal or other point -of -sale device at a Merchant location that conforms with the requirements established from time to time by NOVA and the applicable Payment Network. vv) Prepaid Cards: A reloadable card having available funds to the Cardholder paid for in advance. ww) Program: The Payment Device processing services and other related products and services received by Merchant pursuant to the Agreement. xx) Reserve Account: The account established pursuant to Section (B)(6). yy) Reserve Amount: The amount established pursuant to the calculation set forth in Section (13)(6). zz) Reserve Event: The events designated in Section (13)(6). aaa)Retrieval Request: A request initiated by a Cardholder or Issuer that requires the Merchant to produce a legible copy of the Cardholder's signed Transaction Receipt within a specified period of time. bbb) Third Party Terminal: A terminal, other point -of -sale device, or software provided to Merchant by any entity other than NOVA or its authorized designee. ccc) TOS: These Terms of Service and all additions to, amendments, and modifications of, and all replacements to the TOS, as applicable. ddd) Transaction: Any action by a Cardholder using a Payment Device and a Merchant that results in activity on the Cardholder's account (e.g., purchase, refund, or return). eee) Transaction Receipt: The paper or electronic record evidencing the purchase of goods or services from a Merchant by a Cardholder using a Payment Device. ffI) Value Added Services: Any product or service provided by a third party unaffiliated with NOVA or Member to assist Merchant in processing Transactions, including without limitation, Internet payment gateways, integrated POS Devices, inventory management and accounting tools, loyalty programs, fraud prevention programs, and any other product or service that participates, directly or indirectly, in the flow of Transaction data. ggg) Visa: Visa U.S.A., Inc. 2) RULES OF CONSTRUCTION. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the TOS. Singular terms shall include the plural, and vice versa, unless the context otherwise requires. The words "hereof," "herein," and "hereunder," and words of similar import when used in the TOS shall refer to the TOS and not to any particular provision of the TOS. The word "day" shall mean "calendar day", unless specifically stated otherwise. In the event of a conflict between the terms of Section B - General Provisions, and any subsequent section of the TOS, the terms of the subsequent section shall prevail. Section B - General Provisions 3) ACCEPTANCE OF PAYMENT DEVICES. Merchant shall determine in accordance with the Payment Network Regulations and the Agreement which types of Payment Devices it will agree to accept as payment for goods and services. The terms and conditions for the acceptance of Credit Cards are set forth in the TOS. The terms and conditions for the acceptance of any Payment Devices other than Credit Cards shall be set forth in one or more addenda (each an "Addendum"), which shal. incorporate the TOS by reference. Each Addendum shall be governed by the TOS, as well as by the terms set forth in the Addendum. 4) DEPOSIT OF TRANSACTION RECEIPTS. a) Funds. i) Deposits. You agree that the Agreement is a contract of financial accommodation within the meaning of the Bankruptcy Code, 11 U.S.C. Section 365, as amended from time to time. Subject to this Section, NOVA, and Member will deposit to the DDA all funds evidenced by Transaction Receipts complying with the terms of the Agreement and the Payment Network 4 of 26 (City of Denton, TX) TERMS OF SERVICE did 06.06.06 Execution Regulations and will provide you provisional credit for such funds (less recoupment of any Chargebacks, returns, adjustments, fees, fines, penalties, and other payments due under the Agreement). You acknowledge that your obligation to NOVA and Member for all amounts owed under the agreement arises out of the same transaction as NOVA's and Member's obligation to deposit funds to the DDA. ii) Provisional Credit. All Transaction Receipts and deposits are subject to audit and final checking by Member and NOVA, and may be adjusted for inaccuracies or errors. You acknowledge that all credits for funds provided to you are provisional and subject to Chargebacks and adjustments in accordance with the Payment Network Regulations, whether or not a Transaction is charged back by the Issuer. Member or NOVA may elect to grant conditional credit for individual or groups of Transaction Receipts. Final credit for Transaction Receipts will be granted within Member's and NOVA's sole discretion. iii) Original Transaction Receipts. Under no circumstances will Member or NOVA be responsible for processing returns, refunds, or adjustments related to Transactions not originally processed by Member and NOVA. b) Processing Limits. Deleted. c) Chargebacks. You are fully liable to NOVA and Member for all Transactions returned to NOVA or Member for whatever reason including all Chargebacks. You will pay NOVA and Member for all Chargebacks. You agree to accept for Chargeback, and will be liable to Member and NOVA in the amount of any sale for which the Cardholder or Issuer disputes the validity of the sale for any reason. You authorize NOVA and Member to offset from funds due the Merchant for Transaction activity and to debit the DDA, the Reserve Account, or any other account held at Member or at another financial institution the amount of all Chargebacks. You will fully cooperate with NOVA and Member in complying with the Payment Network Regulations regarding Chargebacks. Guarantors are personally liable to NOVA and Member for all Chargebacks. 5) DEMAND DEPOSIT ACCOUNT (DDA). a) Establishment and Authority. You will establish and maintain with Member (or with an ACH receiving depository institution acceptable to Member) one or more DDAs to facilitate payment for Transactions. You will maintain sufficient funds in the DDA to accommodate all Transactions contemplated by the Agreement and all Chargebacks, returns, adjustments, fees, fines, penalties, and other payments due under this Agreement. You irrevocably authorize NOVA and Member to debit the DDA for Chargebacks in accordance with the Payment Network Regulations and for returns, adjustments, fees, fines, penalties, and any other payments due under the Agreement. You also authorize NOVA's or Member's vendors or agents to debit the DDA for any fees due to such vendors or agents under the Agreement. You must obtain prior written consent from Member and NOVA to change the DDA. If you do not get that consent, NOVA or Member may immediately and without notice terminate the Agreement and may take any other action either of them deems necessary in their discretion. b) DDA. If the DDA is maintained with Member, Member will deposit all funds evidenced by Transaction Receipts to the DDA, subject to Section (13)(4) of the TOS. NOVA and Member have the right to delay, within their discretion, crediting the DDA with funds evidenced by submitted Transaction Receipts. You authorize Member or NOVA to initiate reversal or adjustment entries and initiate or suspend such entries as may be necessary to grant you provisional credit for any entry. Member will make deposits to the DDA pursuant to the Agreement and the ACH Authorization (defined below). You authorize and appoint Member to act as your agent to collect Transaction amounts from the Issuer. Member, in its sole discretion or at NOVA's direction, may grant you provisional credit for Transaction amounts in the process of collection, subject to receipt of final payment by Member and NOVA and subject to all Chargebacks, returns, adjustments, fees, fines, penalties, and any other payments due under the Agreement. You shall maintain sufficient funds on deposit in your DDA to pay all items as they come due in the ordinary course of business. 5 of26 (City of Denton, TX) TERMS OF SERVICE did 06.06.06 Execution c) Asserted Errors. It is the responsibility of Merchant to reconcile the statements regarding Transaction activity received from NOVA, any Payment Network, and any third party vendors with the statements Merchant receives for Merchant's DDA. You must examine all statements relating to the DDA and notify NOVA and Member in writing of any errors in the statement Merchant received from NOVA. Your written notice must include: (i) Merchant name and account number; (ii) the dollar amount of the asserted error; (iii) a description of the asserted error; and (iv) an explanation of why you believe an error exists and the cause of it, if known. That written notice must be received by NOVA within ninety (90) days after you receive the statement containing the asserted error. If you fail to provide such notice to NOVA within said ninety (90) days, NOVA and Member shall not be liable to you for any errors you assert at a later date. You may not make any claim against Member or NOVA for any loss or expense relating to any asserted error for one hundred eighty (180) days immediately following NOVA's receipt of your written notice. During that one hundred eighty (180) day period, NOVA will be entitled to investigate the asserted error, and you shall not incur any cost or expense in connection with the asserted error without notifying NOVA. d) Depository Institution. Merchant authorizes its depository institution to grant NOVA and/or Member access to any and all information or records regarding the DDA. Merchant authorizes NOVA and/or Member to direct the depository institution to hold funds in the DDA in an amount which NOVA and/or Member, in their respective discretion, either individually or collectively, deem sufficient to fully protect NOVA's and Member's rights under the Agreement or to block or restrict Merchant's or others' access to funds in the DDA (whether or not such funds are specifically related to any previous deposit for any Transaction Receipt). Merchant directs the depository institution to immediately comply with any such direction from NOVA or Member. e) Release. You hereby release NOVA and Member for any action they take against the DDA or Reserve Account pursuant to the Agreement. You also release the depository institution at which you maintain your DDA for acting in accordance with any instruction from NOVA and/or Member regarding the DDA. f) ACH Authorization. You authorize Member, NOVA, and their respective vendors and agents to initiate debit/credit entries to the DDA, the Reserve Account, or any other account maintained by you at any institution that is a receiving member of ACH, all in accordance with the Agreement. This authorization will remain in effect after termination of the Agreement and until all of your obligations to NOVA and Member have been paid in full. In the event you change the DDA, this authorization will apply to the new account and you shall provide NOVA and Member such information regarding the new DDA as they deem necessary. It may take NOVA up to ten (10) business days after NOVA's receipt of a written notice from you to reflect in its system any change to your DDA. 6) SECURITY INTERESTS, RESERVE ACCOUNT, RECOUPMENT, AND SET-OFF. a) Security Interests. i) Security Agreement. The Agreement constitutes a security agreement under the Uniform Commercial Code. To the extent permitted by law, you grant to Member and NOVA a security interest in and lien upon: (a) all funds at any time in the DDA, regardless of the source of such funds; (b) all funds at any time in the Reserve Account, regardless of the source of such funds; (c) present and future Transaction Receipts; and (d) any amount which may be due to you under the Agreement, including, without limitation, all rights to receive any payments or credits under the Agreement (collectively, the "Secured Assets"). You agree to provide other security to NOVA and Member, upon request, to secure your obligations under the Agreement. These security interests and liens will secure all of your obligations under the Agreement and any other agreements now existing or later entered into between you and NOVA and/or Member including your obligation to pay any amounts due and owing to Member or NOVA. NOVA and Member may execute this security interest, upon written 6 of 26 (City of Denton, TX) TERMS OF SERVICE did 06.06.06 Execution notice to Merchant, by making an immediate withdrawal or by restricting your access to the Secured Assets. ii) Perfection. Upon request of Member or NOVA, you will execute one (1) or more control agreements or other documents to evidence this security interest. You represent and warrant that no other person or entity has a security interest in the Secured Assets. With respect to such security interests and liens, Member and NOVA will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. You will obtain from Member and NOVA written consent prior to granting a security interest of any kind in the Secured Assets to a third party. You agree that this is a contract of recoupment and Member and NOVA are not required to file a motion for relief from a bankruptcy action automatic stay to realize any of the Secured Assets. Nevertheless, you agree not to contest or object to any motion for relief from the automatic stay filed by NOVA or Member. You authorize NOVA and appoint NOVA your attorney in fact to sign your name to any control agreement used for the perfection of any security interest or lien granted hereunder. b) Reserve Account. i) Establishment. NOVA may establish a Reserve Account in the Reserve Amount upon the occurrence of a Reserve Event for the purpose of providing a source of funds to pay Member and NOVA for any and all amounts owed by you. Member and NOVA shall have sole control of the Reserve Account. ii) Reserve Amount. The Reserve Amount is equal to the aggregate dollar value of: [(average % credits to processing volume during the same period + average % Chargebacks to processing volume during the same period) multiplied by three] multiplied by [average monthly processing volume] plus [one month's average fees] plus [# days delayed delivery multiplied by the average day's processing volume]. For purposes of this calculation, the number of days delayed delivery means the number of days between the date on which the Cardholder's Payment Device is charged and the date the Cardholder receives and is satisfied with the product. Further, for purposes of this calculation, NOVA will determine, in its sole discretion, the applicable period considering factors such as Merchant's sale's growth and seasonality. iii) Reserve Event. The following will constitute Reserve Events: (a) fraudulent activity in any monthly period that equal or exceeds one percent (1 %) of Merchant's average monthly volume over the preceding twelve (12) month period, (b) Chargebacks in any monthly period that equal or exceed 1% of the total dollar value of incoming items to NOVA, (c) NOVA's reasonable belief that Merchant has accepted deposits but has not delivered the goods or services, (d) the commencement of a Bankruptcy Proceeding by or against you, and (e) termination of the Agreement for any reason. iv) Funding. Member and NOVA may fund the Reserve Account by any one or more of the following means. (1) Member and NOVA may require you to deposit into the Reserve Account funds in an amount determined by NOVA; (2) Member and NOVA may debit the DDA in any amount; (3) Member and NOVA may deposit into the Reserve Account funds they would otherwise be obligated to pay you. v) Use of Funds in Reserve Account. Member or NOVA may, without notice to you, apply funds in the Reserve Account against any outstanding amounts you owe or future amounts you will owe under the Agreement or any other agreement between you and Member or NOVA. Also, Member or NOVA may debit the Reserve Account to exercise their rights under the Agreement including, without limitation, their rights of set-off and recoupment to collect any amounts due to Member or NOVA. Further, you agree that NOVA or Member may be required to send funds in a Reserve Account to a third party in response to a tax levy or other court order. 7 of 26 (City of Denton, TX) TERMS OF SERVICE did 06.06.06 Execution vi) Termination of Reserve Account. Funds held in the Reserve Account shall remain in the Reserve Account until each of the following has occurred: (1) the Agreement has been terminated; and (2) Merchant has paid in full all amounts owing or that could ever be owed under the Agreement, including all Chargebacks, returns, adjustment, fees, fines, penalties, and any other payments due under the Agreement. In no event shall you be entitled to a return of any funds remaining in the Reserve Account before 270 days following the effective date of termination of the Agreement. c) Recoupment and Set-off. Member and NOVA have the right of recoupment and set-off. This means that they may offset any outstanding or uncollected amounts owed to them from: (i) any amounts they would otherwise be obligated to deposit into the DDA; and (ii) any other amounts they may owe you under the Agreement or any other agreement. You acknowledge that in the event of a Bankruptcy Proceeding, in order for you to provide adequate protection under Bankruptcy Code Section 362 to NOVA and Member, you must create or maintain the Reserve Account as required by NOVA and/or Member and either of them shall have the right to offset against the Reserve Account for any and all obligations you may owe to NOVA and Member, without regard to whether the obligations relate to Transaction Receipts initiated or created before or after the filing of the bankruptcy petition. d) Remedies Cumulative. The rights conferred upon Member and NOVA in this section are not intended to be exclusive of each other or of any other rights and remedies of Member and NOVA under the Agreement, at law or in equity. Rather, each and every right of Member and NOVA under the Agreement, at law or in equity is cumulative and concurrent and in addition to every other right. 7) FEES; OTHER AMOUNTS OWED; TAXES. a) Fees. You will pay Member and NOVA fees for services, supplies, and equipment in accordance with Schedule A, Schedule of Fees, and any additional application or setup form(s). Such fees will be calculated and debited from the DDA once each day or month for the previous day's or month's activity as applicable, or will be deducted from the funds due you under the Agreement. In addition, you will pay NOVA at its standard rates for research including, but not limited to, research required to respond to any third party or government subpoena, levy, or garnishment on your account. The fees set forth in the Agreement and any additional application or set up form will not be amended by NOVA for the Initial Term of the Agreement except to pass through to you increases in interchange, assessments, or fees imposed by a third party. b) Other Amounts Owed. You will immediately pay NOVA or Member any amount incurred by NOVA or Member attributable to the Agreement, including, without limitation, Chargebacks, returns, adjustments, fees, fines, penalties, and any other payments due under the Agreement. NOVA or Member may debit these amounts from your DDA by ACH, and in the event such ACH does not fully reimburse NOVA or Member for the amount owed, you will immediately pay NOVA or Member such amount. c) Taxes. You are also obligated to pay all taxes and other charges imposed by any governmental authority on the goods and services provided under the Agreement. 8) ACCURACY OF INFORMATION; INDEMNIFICATION; LIMITATION OF LIABILITY. a) Accuracy of Information. You represent and warrant to Member and NOVA that all information provided to NOVA in the Merchant Application or otherwise in the Agreement is correct and complete. You must notify NOVA in writing of any changes to such information, including, without limitation, any additional location or new business at which you desire to accept payment services, the identity of principals and/or owners, the form of business organization (i.e., sole proprietorship, partnership, etc.), type of goods and services provided, and how sales are completed (i.e., by telephone, mail, electronic commerce, or in person at your place of business). The notice must be received by NOVA at least ten (10) business days prior to the change. You will provide any additional information requested by NOVA within a reasonable time. To the extent permitted by law, you will defend, indemnify, and hold harmless Member and NOVA for 8 of 26 (City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution all losses and expenses incurred by Member or NOVA arising out of any such change, whether or not reported to NOVA, or your failure to provide requested information. NOVA may immediately terminate the Agreement upon notification by you of a change to the information in the Merchant Application. You authorize NOVA and Member to contact credit reporting agencies and your creditors to make inquiries and obtain reports regarding your credit standing upon NOVA's or Member's receipt of the Merchant Application. b) Hold Harmless. As between Merchant, NOVA and Member, Merchant will be responsible for, and will at its own expense, defend itself against any and all suits, claims, losses, demands or damages, arising out of or in connection with any dispute between Merchant and any Cardholder relating to any Card transaction or any breach by Merchant of any of its obligations under this Agreement. Merchant hereby releases NOVA and Member from any and all liabilities, claims, losses, costs, expenses and demands of any kind or nature, arising out of or in connection with such Card transactions and Merchant breaches, except for the gross negligence or intentional wrongdoing of NOVA or Member. c) Limitation of Liability. In no event will NOVA, Member, or their agents, officers, directors, or employees be liable for indirect, exemplary, punitive, special, or consequential damages. d) Performance. NOVA and Member will perform all services in accordance with the Agreement. NOVA makes no other warranty, express or implied, regarding the services, and nothing contained in the Agreement will constitute such a warranty. NOVA and Member disclaim all implied warranties, including those of merchantability and fitness for a particular purpose. Neither NOVA nor Member shall be liable for any failure or delay in its performance of the Agreement if such failure or delay arises for reasons beyond the control of NOVA or Member and without the fault or negligence of NOVA or Member. 9) REPRESENTATIONS AND WARRANTIES. You represent and warrant to NOVA and Member as of the time the Agreement is effective, and reaffirm to NOVA and Member each time a Transaction is effected during the initial term or any renewal term of the Agreement, the following: a) Information. All information provided in the Merchant Application or any other document submitted to NOVA is true and complete and properly reflects the business, financial condition and principal partners, owners, or officers of Merchant. You will not submit Transactions for processing to NOVA or Member for any businesses, products, or methods of selling other than those set forth in the Merchant Application at the time Merchant applies for services without the prior written consent of NOVA. b) Authority to Execute. Merchant and the persons signing the Agreement have the power to execute and perform the Agreement. Merchant represents and warrants that the person executing the Agreement is duly authorized to bind Merchant to all provisions of the Agreement and that such person is authorized to execute any document and to take any action on behalf of Merchant which may be required by NOVA, now or in the future. Further, you represent and warrant that signing and/or performing in accordance with the Agreement will not violate any Law, or conflict with any other agreement to which you are subject. c) No Litigation. There is no action, suit, or proceeding pending, or to your knowledge, threatened which if decided adversely would impair your ability to cant' on your business substantially as now conducted or which would adversely affect your financial condition or operations. You have never been placed on the MasterCard MATCHTM system (formerly known as the Combined Terminated Merchant File), or, if you have, you have disclosed that fact to NOVA in writing. d) Transactions. All Transactions are bona fide. No Transaction involves the use of a Payment Device for any purpose other than the purchase of goods or services from you or a return or adjustment related to such purchase. No Transaction involves a Cardholder obtaining cash from you unless allowed by the Payment Network Regulations and agreed to in writing with NOVA. e) Compliance with Laws and Regulations. You will comply with all Laws and Payment Network Regulations. 9 of 26 (City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution I) Business Use. You are obtaining and using the processing services from NOVA for business purposes only and to facilitate lawful business Transactions between yourself and your customers. You also acknowledge that the DDA into which debits and credits are made is being used for lawful business purposes only. 10) AUDIT AND INFORMATION. a) Audit. You authorize NOVA and Member to perform an audit of your business to confirm compliance with the Agreement. You will obtain and submit a copy of an audit from a third party acceptable to NOVA of the financial, physical, information security (physical security and information security), and operational facets of your business at your expense when reasonably requested by NOVA or Member. Further, you acknowledge and agree that the Payment Networks have the right to audit your business to confirm compliance with the Payment Network Regulations. b) Information. i) Authority. You authorize NOVA and Member to make, from time to time, any business and personal credit or other inquiries they consider necessary to review the Merchant Application or continue to provide services under the Agreement. You also authorize any person or credit reporting agency to compile information to answer those credit inquiries and to furnish that information to NOVA. ii) Financial Information. Upon the request of either NOVA or Member, you will provide NOVA and Member audited financial statements prepared by an independent certified public accountant selected by you. You further agree to provide to NOVA and Member such other information regarding your financial condition as NOVA and/or Member may request from time to time. Within 120 days after the end of each fiscal year, you will furnish NOVA, as requested, a financial statement of profit and loss for the fiscal year and a balance sheet as of the end of the fiscal year. c) Customer Identification. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. Accordingly, you must provide certain information and identifying documents to allow NOVA and Member to identify you. 11) RESPONSIBILITY FOR ACTIONS. You are responsible for the actions of or failure to act by your officers, directors, employees, agents, business invitees, and those of any other Person who, with or without your consent or cooperation, obtains access to information related to Transactions unless caused by the gross negligence or intentional wrongdoing of NOVA or Member. 12) BUSINESS CONTINUITY. Merchant is solely responsible for developing and maintaining a disaster recovery plan. Merchant should test the operation of such plan, or parts thereof, on a periodic basis to ensure its effectiveness in providing disaster recovery capability to Merchant. 13) THIRD PARTIES. a) Products or Services. You may desire to employ Value Added Services to assist you. You shall not utilize any Value Added Services, unless you have disclosed such use to NOVA previously in writing, and unless such Value Added Services are fully compliant with all applicable Laws and Payment Network Regulations. Further, you will be bound by the acts and omissions of the third party offering such Value Added Services and you will be responsible for ensuring compliance by the third party offering such Value Added Services with all applicable Laws and Payment Network Regulations. You will indemnify and hold harmless NOVA and Member from and against any loss, cost, or expense incurred in connection with or by reason of your use of any Value Added Service. Neither NOVA nor Member is responsible for the Value Added Services provided by an unaffiliated third party and neither NOVA nor Member is responsible for any Transaction until NOVA receives data for the Transaction in the format required by NOVA. b) Use of Terminals Provided by Others. In addition to the foregoing, if you use Value Added Services for the purposes of data capture and/or authorization, you agree: (i) that the third party providing such services will be your agent in the delivery of Transactions to NOVA and Member 10 of 26 (City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution via a data processing system or network similar to NOVA's; and (ii) to assume full responsibility and liability for any failure of that third party to comply with applicable Laws and the Payment Network Regulations or the Agreement. Neither Member nor NOVA will be responsible for any losses or additional fees incurred by you as a result of any error by a third party agent or by a malfunction in a Third Party Terminal. Neither NOVA nor Member is responsible for any Transaction until NOVA receives data for the Transaction in the format required by NOVA. 14) TERM AND TERMINATION. a) Term. Unless terminated as set forth below, the Agreement will remain in effect for a period of two (2) years ("Initial Term") following the Effective Date. Thereafter, the Agreement will renew for successive one (1) year terms ("Renewal Term") unless terminated as set forth below. b) Termination. i) Merchant. (1) The Agreement may be terminated by you effective at the end of the Initial Term or any Renewal Term by providing written notice of an intent not to renew to NOVA at least thirty (30) days prior to the expiration of the then current term. (2) The Agreement may be terminated by you in the event of a material breach of the terms of the Agreement by Member or NOVA, provided you give Member and NOVA written notice of any alleged breach and such breach remains uncured for a period of sixty (60) days following receipt of written notice by the party you claim to be in breach of the Agreement. ii) NOVA or Member. (1) The Agreement may be terminated by Member or NOVA effective at the end of the Initial Term or any Renewal Term by providing written notice of an intent not to renew to you at least thirty (30) days prior to the expiration of the then current term. (2) The Agreement may be terminated by NOVA or Member immediately upon the occurrence of one or more of the following: (a) The occurrence of a material adverse change in your financial condition. (b) The garnishment or attachment of your deposit accounts with Member, the DDA, the Reserve Account, or any of your property in the possession of NOVA or Member. (c) The assignment of your assets generally for the benefit of creditors. (d) The commencement of a Bankruptcy Proceeding by or against you. (e) Any representation and warranty by a party is or becomes false or misleading in any material respect as of the date made, or becomes false or misleading at any time during the term of this Agreement. (f) Any Payment Network requires Member or NOVA to terminate this Agreement or cease processing transactions for you. (3) The Agreement may be terminated by NOVA or Member if, after providing thirty (30) days written notice, any of the following conditions remain: (a) The occurrence of Excessive Activity. (b) The acceptance of Card Not Present Transactions without proper disclosure to NOVA and Member as set forth herein. (c) The failure to pay NOVA or Member any amount you owe NOVA or Member. (d) The failure by you to perform a material obligation of this Agreement. NOVA's and Member's rights of termination under the Agreement are cumulative. A specific right of termination in this section shall not limit any other right of NOVA or Member to terminate the Agreement expressed elsewhere. c) Notice of Termination. Notice of termination by Merchant, NOVA, or Member must be in writing. Termination shall be effective on the date specified by the written notice; provided, however Merchant agrees that closing Merchant's account with NOVA may take up to thirty (30) days following NOVA's receipt of written notice of termination. d) Action Upon Termination. 11 of 26 (City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution i) Accounts. All your obligations regarding Transactions processed prior to termination will survive termination. Funds related to Transactions processed prior to termination may be placed in a Reserve Account until you pay all amounts you owe NOVA or Member or amounts for which you are liable under the Agreement. You must maintain enough funds in the DDA following termination to cover all Chargebacks, returns, adjustments, fees, fines, penalties, and other amounts due under the Agreement for a reasonable time, but in any event, not less than 180 days from termination. If a Reserve Account is established by NOVA, then any balance remaining after Chargeback rights have expired and all other amounts owed by you have been paid will be disbursed to you. ii) Equipment. If your equipment is leased, you are obligated to honor the terms and conditions of your leasing contract. If your equipment is owned by NOVA, you must return all equipment owned by NOVA within ten (10) business days and immediately pay NOVA any amounts you owe for such equipment. iii) Return to NOVA. All promotional materials, advertising displays, emblems, Transaction Receipts, Credit Transaction Receipts, and other forms supplied to you and not purchased by you or consumed in use will remain the property of NOVA and must be returned to NOVA or destroyed within ten (10) business days after termination of the Agreement. You will be fully liable for any and all loss, cost, and expense suffered or incurred by NOVA arising out of any failure to return or destroy such materials following termination. 15) COMPLIANCE WITH LAWS AND PAYMENT NETWORK REGULATIONS; MATCH' . a) Compliance with Laws and Payment Network Regulations. You agree to comply with the Payment Network Regulations, and with any policies and procedures provided by Member or NOVA. The Payment Network Regulations are incorporated into the Agreement by reference as if they were fully set forth in the Agreement. You further agree to comply with all Laws, including without limitation, Laws related to: (i) Payment Devices; and (ii) confidential treatment of information. You will assist Member and NOVA in complying in a complete and timely manner with all Laws and Payment Network Regulations now or hereafter applicable to any Transaction or the Agreement. You will execute and deliver to Member and NOVA all such instruments they may from time to time reasonably deem necessary to verify your compliance with this provision. b) MATCH M. You acknowledge that Member and/or NOVA is required to report Merchant's business name and the name of Merchant's principals to the MATCH TM listing maintained by MasterCard and accessed by Visa pursuant to the requirements of the Payment Network Regulations. You specifically consent to the fulfillment of the obligations related to the listing by NOVA and Member, the listing itself and you waive and hold harmless NOVA and Member from all claims and liabilities you may have as a result of such reporting. c) Security Program Compliance. You must comply with the requirements of the Customer Information Security Program of Visa and the Site Data Protection Program of MasterCard, as applicable, and any modifications to, or replacements of such programs that may occur from time to time. You also shall ensure that all third parties from whom you procure Value Added Services or Third Party Terminals comply with the requirements of those programs. Upon request, NOVA will provide you with copies of a summary of the current requirements of the Visa and MasterCard programs. You are responsible for your own actions or inactions, those of your officers, directors, shareholders, employees and agents, including any third party vendors with whom you contract to perform services for you. You shall indemnify and hold NOVA and Member harmless from any liability, loss, cost, or expense resulting from the violation of any of the program requirements by any of the individuals or entities listed in the immediately preceding sentence. Should you participate in a program with any other Payment Network or Issuer, or accept a Payment Device of any other Payment Network that has a security program in place, you must comply therewith and ensure that your officers, directors, shareholders, employees, and 12 of 26 (City of Denton, TX) TERMS OF SERVICE did 06.06.06 Execution agents, including any third party vendors from whom you procure Value Added Services or Third Party Terminals also comply with the program requirements of such Payment Network. 16) USE OF TRADEMARKS; CONFIDENTIALITY; PASSWORDS. a) Use of Trademarks. You will prominently display the promotional materials provided by NOVA in your place of business. Your use of Visa and MasterCard marks, as well as marks of other Payment Networks, will fully comply with the Payment Network Regulations. Your right to use all such marks will terminate upon termination of the Agreement. Your use of promotional materials, provided by Visa, MasterCard, and/or other Payment Networks will not indicate, directly or indirectly, that Visa, MasterCard, or such other Payment Networks endorse any goods or services other than their own and you may not refer to Visa, MasterCard, or any other Payment Networks in stating eligibility for your products or services. b) Confidentiality. i) Cardholder and Transaction Information. You shall, at all times protect the confidentiality of Cardholder and Transaction information in accordance with all applicable Laws and Payment Network Regulations. You will not disclose Cardholder or Transaction information to any third party, except to an agent of yours assisting in completing a Transaction, or as required by Laws or the Payment Network Regulations. You must maintain all systems and media containing Cardholder and Transaction information in a secure manner to prevent access by or disclosure to anyone other than your authorized personnel. You must maintain Cardholder and Transaction information for such time periods as may be required by Laws and the Payment Network Regulations and thereafter destroy in a manner that will render the data unreadable all such media that you no longer deem necessary or appropriate to maintain. Further, you must take all steps reasonably necessary to ensure that Cardholder and Transaction information is not disclosed or otherwise misused. You may not retain or store magnetic stripe or CVV2/CVC2 data after authorization for record keeping or additional authorization processing. Merchant shall immediately notify NOVA of any Cardholder or Transaction information compromise of which it becomes aware whether such compromise occurred at: (i) the Merchant; (ii) a third party from whom Merchant procures Value Added Services; (iii) NOVA or Member; or (iv) elsewhere. ii) Bankruptcy. In the event of failure or other suspension of your business operations, including bankruptcy or insolvency, you must not sell, transfer, or disclose any materials that contain Cardholder or Transaction information to third parties. You must: (1) Return this information to NOVA, or (2) Provide acceptable proof of destruction of this information to NOVA. iii) NOVA or Member Confidential Information. You shall at all times protect NOVA's and Member's Confidential Information. You will not disclose any of NOVA's or Member's Confidential Information to any third party except as required by Laws. c) Passwords. If you receive a password from NOVA to access any of NOVA's databases or services you will: (i) keep the password confidential; (ii) not allow any other entity or person to use the password or gain access to NOVA's databases or services; (iii) be liable for all action taken by any user of the password; and (iv) promptly notify NOVA if you believe NOVA's databases or services or your information has been compromised by use of the password. If you receive passwords from a third party, you must protect such passwords in the manner required by such third party and indemnify, defend, and hold NOVA and Member harmless from any losses, costs, or expenses that arise from your use or misuse of such third party passwords. d) Proprietary Interest. Merchant has no interest whatsoever, including, without limitation, copyright interests, franchise interests, license interests, patent rights, property rights, or other interest in any services, software, or hardware provided by NOVA. Nothing in the TOS shall be construed as granting Merchant any patent rights or patent license in any patent which NOVA may obtain in respect to NOVA's services, software, or equipment. Merchant will make no attempt to duplicate or otherwise ascertain the components, circuit diagrams, logic diagrams, flow 13 of 26 (City of Denton, TX) TERMS OF SERVICE did 06.06.06 Execution charts, source and object code, schematics or operation of, or otherwise attempt to reverse engineer any of NOVA's services, equipment, or software. 17) MISCELLANEOUS PROVISIONS. a) Entire Agreement. The Agreement, Payment Network Regulations, and any amendment or supplement to either, constitutes the entire agreement between the parties, and all prior or other representations, written or oral, are merged in and superceded by the Agreement. In the event of a conflict between the documents comprising the Agreement, the following order of priority will apply: (i) any Addendum; (ii) the TOS; (iii) the Payment Network Regulations; (iv) the Merchant Application; (v) the Merchant Operating Guide; and (vi) any other guides or manuals provided to Merchant from time to time. b) Exclusivity. During the Initial Term and any Renewal Term of the Agreement, you will not enter into an agreement with any other entity that provides processing services similar to those provided by NOVA and Member as contemplated by the Agreement without NOVA's written consent, except for services currently under contract between Merchant and another entity, and renewals thereof. c) Construction. Any alteration or strikeover in the text of this preprinted TOS will have no binding effect and will not be deemed to amend the Agreement. The headings used in the TOS are inserted for convenience only and will not affect the interpretation of any provision. The language used will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. d) Assignability. The Agreement may be assigned by Member or NOVA, but may not be assigned by Merchant, directly or by operation of law, without the prior written consent of NOVA. If you, nevertheless, assign the Agreement without NOVA's consent, the Agreement will be binding on the assignee as well as you. e) Notices. Any written notice to the Merchant under the Agreement will be deemed received upon the earlier of: (i) actual receipt; or (ii) five (5) business days after being deposited in the United States mail, or with a nationally recognized overnight carrier, and addressed to the last address shown on the records of NOVA. Any written notice to NOVA, shall be sent by U.S. mail or a nationally recognized overnight carrier to: 7300 Chapman Highway, Knoxville, TN 37920, and shall be deemed received only upon actual receipt. Notices may also be sent via fax to the following fax numbers: for Merchant: 940-349-8596; for NOVA or Member: 865-577-0661. f) Bankruptcy. You will immediately notify NOVA of any Bankruptcy Proceeding, receivership, insolvency, or similar action or proceeding initiated by or against Merchant or any of its principals. You will include NOVA on the list and matrix of creditors as filed with the Bankruptcy Court, whether or not a claim may exist at the time of filing. Failure to do so will be cause for immediate termination of the Agreement and shall allow the pursuit of any other action available to NOVA under applicable Payment Network Regulations or Laws. You acknowledge that the Agreement constitutes an executory contract to make a loan, or extend other debt financing or financial accommodations to, or for the benefit of you, and, as such, cannot be assumed or assigned in the event of your bankruptcy. g) Attorneys' Fees. The non -prevailing party will be liable for and will reimburse the other parties for all attorneys' fees and other costs and expenses paid or incurred in the enforcement of this Agreement, or in collecting any amounts due or resulting from any breach of the Agreement. h) Customer Contact. You authorize Member and NOVA to contact your customers or their Issuer if Member or NOVA determines that such contact is necessary to obtain information about any Transaction between you and a customer. i) Telephone Recording. You authorize NOVA to monitor and record telephone conversations at any time without further notice to the parties to such conversations. The decision to record any conversation shall be solely in NOVA's discretion. j) Information Sharing. You understand and agree that NOVA may disclose any information gathered by NOVA to (i) NOVA's "affiliates" (i.e., companies related to us by common control 14 of 26 (City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution or ownership) that offer financial products or services, including those identified in the Agreement and to NOVA's administrative or service units that perform such functions; (ii) to NOVA's "financial partners," which are companies with which NOVA has joint marketing arrangements to offer financial products or services, or with which NOVA has agreements to provide marketing services on NOVA's behalf; (iii) to non-affiliated companies to assist NOVA in providing the products and services Merchant has requested; (iv) to credit rating agencies; and (v) as required by the Payment Network Regulations or the Laws (e.g., for tax reporting purposes or in response to a subpoena). k) Communication with Merchant. You agree that NOVA and Member may provide you with information about the Program including, without limitation, information about new products and/or services by telephone, electronic mail, and/or facsimile. 1) Amendments. Member and NOVA may propose amendments or additions to the Agreement. Member or NOVA will inform you of a proposed change in a periodic statement or other notice. You will be deemed to have agreed to the change if you continue to present Transactions to Member and NOVA after thirty (30) days following the issuance of the notice. Notwithstanding the previous sentence, changes to fees authorized by the TOS will be effective upon notice to you, unless a later effective date is provided. Further, NOVA is entitled to pass through to you any fee increases imposed upon NOVA by Visa, MasterCard, any other Payment Network, and any other third party including telecommunications vendors. m) Severability and Waiver. If any provision of the Agreement is found to be illegal or otherwise unenforceable, the invalidity or unenforceability of that provision will not affect any of the remaining provisions and the Agreement will be construed as if the illegal or unenforceable provision is not contained in the Agreement. Neither the failure, the delay by NOVA or Member to exercise, nor the partial exercise of any right under the Agreement will operate as a waiver or estoppel of such right, nor shall such amend the Agreement. All waivers requested by you must be signed by NOVA. n) Independent Contractors. NOVA, Member, and you will be deemed independent contractors and no one will be considered an agent, joint venturer, or partner of the other, unless and to the extent otherwise specifically provided herein. o) Survival. All or your obligations to NOVA and Member shall survive termination of the Agreement, including, without limitation, Sections (13)(4)(a)-(c), (13)(5)(a)-(f), (B)(6)(a)-(d), (B)(7)(a)-(c), (13)(8)(a)-(d), (B)(11), (B)(13), (13)(14), (B)(16)(a)-(d) and (13)(17)(g) of the TOS. p) Counterparts; Facsimile Signatures; Delivery. The Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same agreement. Delivery of the various documents and instruments comprising the Agreement may be accomplished by a facsimile transmission, and such a signed facsimile or copy shall constitute a signed original. Section C — Acceptance of Visa and MasterCard 18) ACCEPTANCE OF VISA AND MASTERCARD. Merchant agrees to the following provisions in addition to the Definitions in Section (A) and the General Provisions of Section (B) above: 19) VISA AND MASTERCARD DEFINITIONS. For purposes of this Section, "Credit Card" shall be deemed to be limited to a: (i) creditibusiness product of Visa; (ii) consumer debit/prepaid product of Visa; (iii) creditibusiness product of MasterCard; or (iv) consumer debit/prepaid product of MasterCard as applicable. The credit/business products of Visa are those products for which transactions by the Cardholder are paid by the Cardholder at least fifteen (15) days after the transaction including: (i) consumer credit products (including co -branded and smart Visa versions) such as Classic, Gold, Platinum, Signature, and Infinite cards; and (ii) business products such as business credit, business debit, business line of credit, and smart Visa business, purchasing cards, corporate cards, fleet cards, and commercial prepaid cards. The consumer debit/prepaid products of 15 of 26 (City of Denton, TX) TERMS OF SERVICE did 06.06.06 Execution Visa are those products that for which Transactions by the Cardholder are paid by accessing the Cardholder's asset account immediately including: (i) consumer Visa check cards such as Classic, Gold, Platinum and Visa Check Card II; and (ii) consumer prepaid/EBT cards such as Visa Buxx, Visa Payroll, Visa gift cards (including incentives, promotional, and rebate), child support cards, unemployment cards, insurance claim cards, customer service cards, state disbursement cards (not including unemployment or child support), flexible spending account cards. General purpose reloadable and one-time use prepaid cards and student aid college cards. The consumer debit/prepaid products of MasterCard include Cardholder signature debit cards, prepaid cards, stored value cards, EBT cards and payroll cards. The credit/business products of MasterCard include all other MasterCard products. 20) HONORING CREDIT CARDS. a) Honoring Cards. Effective January 1, 2004, Merchant may choose to accept (i) only the credit/business products of Visa and/or MasterCard; (ii) only the consumer debit/prepaid products of Visa and/or MasterCard; or (iii) both the credit business products and consumer debit/prepaid products of Visa and/or MasterCard. If you are a Merchant currently using the services of NOVA and Member and you wish to discontinue acceptance of either category of products, you must provide NOVA with thirty (30) days advance written notice. If you are a new Merchant, you must indicate your decision to accept a limited category of products on the Merchant Application. If you choose to accept only one of the categories of products but later submit a Transaction outside of the selected category, NOVA and Member are not required to reject the Transaction and you will be charged our standard fees and expenses for that category of products. Further, if you choose a limited acceptance option, you must still honor all international cards presented for payment. Merchants who have decided to implement a limited acceptance policy are required to display appropriate signage to communicate that policy to Cardholders. b) No Minimum or Maximum. Merchant shall not establish minimum or maximum Credit Card Transaction amounts. c) Cardholder Identification. In Card Present Transactions, you will identify the Cardholder and check the expiration date and signature on each Credit Card. You will not honor any Credit Card if: (i) the Credit Card has expired; (ii) for Card Present sales Transactions, the signature on the Transaction Receipt does not correspond with the signature on the Credit Card, is blank, or uses language to the effect of "see id"; or (iii) the account number embossed on the Credit Card does not match the account number on the Credit Card's magnetic stripe. d) Credit Card Recovery. You will use reasonable, peaceful means to recover any Credit Card: (i) on Visa Cards, if the printed four digits below the embossed account number do not match the first four digits of the embossed account number; (ii) if you are advised by Member (or its designee), the Issuer, or the designated voice authorization center to retain it; (iii) if you have reasonable grounds to believe the Credit Card is lost, stolen, counterfeit, fraudulent, or otherwise invalid, or its use is not authorized by the Cardholder; or (iv) for MasterCard Cards, if the printed four digits below the embossed account number do not match the first four digits of the embossed account number, or the Credit Card does not have the "Twin Globes" hologram on the lower right corner of the Credit Card face. e) Surcharges. You will not add any amount to the posted price of goods or services you offer as a condition of paying with a Credit Card, except as permitted by the Credit Card Rules. This paragraph does not prohibit you from offering a discount to induce a person to pay by cash, check, or similar means rather than by Credit Card. f) Return Policy. You must properly disclose to the Cardholder, at the time of the sales Transaction and in accordance with the Credit Card Rules, any limitation you have on accepting returned merchandise. g) No Claim Against Cardholder. You will not have any claim against, or right to receive payment from, a Cardholder or any other customer in any Transaction unless Member or NOVA refuses to accept the Transaction Receipt or revokes its prior acceptance of the Transaction Receipt (after 16 of 26 (City of Denton, TX) TERMS OF SERVICE did 06.06.06 Execution receipt of a Chargeback or otherwise). Except in cases where Member or NOVA refused to accept the Transaction Receipt or revokes its prior acceptance of the Transaction Receipt (after receipt of Chargeback or otherwise), you will not accept any payments from a Cardholder relating to previous charges for merchandise or services included in a Transaction Receipt, and if you receive such payments, you will promptly remit them to NOVA. h) Disputes With Cardholders. All disputes between you and any Cardholder relating to any Transaction will be settled between you and the Cardholder. Neither NOVA nor Member bears any responsibility for such Transactions or disputes, other than with respect to processing Chargebacks under the Credit Card Rules. 21) AUTHORIZATION. a) Required on all Transactions. You must obtain an Authorization Code before completing any sales Transaction. An Authorization Code verifies the Credit Card number is valid, the Credit Card has not been reported lost or stolen at the time of the sales Transaction, and confirms the amount of credit or funds requested for the sales Transaction is available. You will follow any instructions received during Authorization. Upon receipt of an Authorization Code, you may consummate only the sales Transaction authorized and must note the Authorization Code on the Transaction Receipt. In any case in which a sales Transaction is completed without imprinting the Credit Card, the Merchant, whether or not an Authorization Code is obtained, shall be deemed to warrant the true identity of the customer as the Cardholder. For all Card Not Present sales Transactions, you must obtain the Credit Card expiration date, Cardholder address and telephone number, and CVV2/CVC2 number and forward them as part of the Authorization. b) Effect. An Authorization Code does not: (i) guarantee the Merchant final payment for a sales Transaction; (ii) guarantee that the sales Transaction will not be disputed later by the Cardholder as any sales Transaction is subject to Chargeback; or (iii) protect you in the event of a Chargeback regarding unauthorized sales Transactions or disputes involving the quality of goods or services. Authorization Codes will not waive any provision of the TOS or otherwise validate a fraudulent sales Transaction or a sales Transaction involving the use of an expired Credit Card. c) Unreadable Magnetic Stripes. For Card Present Transactions, if you authorize and present Transactions electronically and your terminal is unable to read the magnetic stripe on the Credit Card, you must obtain the following in addition to key -entering the Transaction into the POS Device for processing: (i) a physical imprint of the Credit Card using a manual imprinter and (ii) the Cardholder's signature on the imprinted Transaction Receipt. 22) PRESENTMENT OF TRANSACTION RECEIPTS. a) Transaction Receipts. i) Card Present and Card Not Present Transactions (other than Electronic Commerce Transactions). You will use a Transaction Receipt to document each Card Present and Card Not Present Transaction. Each such Transaction Receipt must include: (1) Card account number (truncated account number required on the Cardholder's copy). (2) Merchant name and location. (3) Location Code (i.e., merchant identification number issued by NOVA). (4) Transaction amount, including applicable taxes. (5) Transaction date. (6) Space for Cardholder signature for Card Present Transactions. (7) Indication of who shall receive each copy of the Transaction Receipt (e.g., Merchant Copy, Bank Copy, Cardholder Copy). (8) Authorization Code. (9) Terms and conditions of the sale, if restricted. If the Merchant is accepting consumer debit products of Visa or MasterCard, no data referencing the Cardholder's PIN number shall be printed on the receipt. ii) Electronic Commerce Transactions. You will use a Transaction Receipt to document each Electronic Commerce Transaction. Each such Transaction Receipt must include: 17 of 26 (City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution (1) Card account number (truncated account number required on the Cardholder's copy). (2) Merchant name. (3) Merchant online address. (4) Purchaser name. (5) Authorization Code. (6) Transaction amount. (7) Transaction date. (8) Customer service contact, including telephone number. (9) Terms and conditions of the sale, if restricted. b) Signatures. In Card Present Transactions, Transaction Receipts must be signed by the Cardholder. The requirement for the Cardholder's signature on the Transaction Receipt will only be waived if the Credit Card Transaction is a valid Card Not Present Transaction which fully complies with the requirements set forth in the TOS. c) Reproduction of Information. For Card Present Transactions, if the following information embossed on the Credit Card is not legibly imprinted on the Transaction Receipt, you will legibly reproduce on the Transaction Receipt the: (i) Cardholder's name; (ii) account number; (iii) expiration date; and (iv) Merchant's name and place of business. Additionally, for MasterCard Transactions, on the Transaction Receipt you will legibly reproduce the name of the bank that issued the Credit Card as it appears on the face of the Credit Card. d) Truncation. i) The Credit Card account number must be truncated on all Cardholder -activated Transaction Receipts. Truncated digits should be replaced with a fill character such as "x," "*," or "#," and not with blank spaces or numeric characters. ii) Effective July 1, 2003, all new POS Devices must suppress all but the last four digits of the Credit Card account number and the entire expiration date on the Cardholder's copy of the Transaction Receipt generated from electronic (including Cardholder -activated) POS Devices. Effective July 1, 2006, all existing POS Devices must comply with the rule set forth in this subsection. iii) These truncation rules do not apply to Transactions in which the only way to record a Credit Card account number is in handwriting or by making an imprint or copy of the Credit Card. e) Delivery and Retention of Transaction Receipts. For Card Present Transactions, you will deliver a complete and legible copy of the Transaction Receipt or Credit Transaction Receipt to the Cardholder at the time of the Transaction. For Card Not Present Transactions, you will deliver a complete and legible copy of the Transaction Receipt or Credit Transaction Receipt to the Cardholder promptly following completion of the Transaction in either electronic (e.g., e-mail or fax) or paper (e.g., handwritten or terminal -generated) format. You will retain the "Merchant Copy" of the Transaction Receipt or Credit Transaction Receipt for at least eighteen (18) months following the date of completion of the Credit Card Transaction (or such longer period as the Credit Card Rules or the Laws may require). f) Electronic Transmission. If you utilize electronic Authorization and/or data capture services, you will enter the data related to Transactions into a POS Device and settle the Transactions and transmit the data to NOVA for its designated agent in the form specified by NOVA no later than the close of business on the date the Transactions are completed. If Member or NOVA requests a copy of a Transaction Receipt, Credit Transaction Receipt, or other Transaction evidence, you must provide it within the time frame specified in the request. 23) RETRIEVAL REQUESTS AND CHARGEBACKS; CREDITS; REPROCESSING; FRAUD; AND FACTORING. a) Retrieval Requests. You must respond to a Retrieval Request with a legible copy of the Transaction Receipt within the time frame specified. If you fail to provide a legible copy of the Transaction Receipt, you will receive a Chargeback that cannot be cured. 18 of 26 (City of Denton, TX) TERMS OF SERVICE did 06.06.06 Execution b) Chargebacks. You are fully liable to NOVA and Member for all Transactions returned to NOVA or Member for whatever reason including, but not limited to, Chargebacks. You agree to accept for Chargeback and will be liable to Member and NOVA in the amount of any sale for which the Cardholder or Issuer disputes the validity of the sale for any reason. You will pay NOVA and Member on demand the value of all Chargebacks. You authorize NOVA and Member to offset from incoming Transactions and to debit the DDA, the Reserve Account, or any other account held at Member or at another financial institution the amount of all Chargebacks. You will fully cooperate with NOVA and Member in complying with the Credit Card Rules regarding Chargebacks. Guarantors are personally liable for all Chargebacks. The following is not to be considered a complete listing of the reasons for which you may incur a Chargeback. It is intended only to provide the most commonly encountered situations where a Chargeback may occur. i) Failure to respond to a Retrieval Request or failure to provide a legible, complete, or proper copy of a Transaction Receipt in response to a Retrieval Request, ii) Unauthorized use of a Credit Card as alleged by the Cardholder, iii) Dispute by the Cardholder over the quality of goods or services, iv) Failure by Merchant to provide goods or services, v) The Transaction Receipt does not bear the Cardholder's signature, vi) The Transaction Receipt represents a sales Transaction for which Authorization was initially declined and was subsequently obtained by means of multiple Authorization attempts or other means not permitted hereunder, vii) The Transaction Receipt fails to comply with the terms and conditions of the Agreement or fails to comply with the Credit Card Rules, viii) The sales Transaction was completed under circumstances constituting a breach of the Agreement. c) Excessive Activity. Your presentation to NOVA of Excessive Activity will be a breach of the Agreement and cause for immediate termination of the Agreement. "Excessive Activity" means, during any monthly period, and for any one of Merchant's terminal identification numbers or merchant identification numbers, Chargebacks and/or Retrieval Requests in excess of one percent (1 %) of the gross dollar amount of your sales Transactions or returns in excess of two and one- half percent (2.5%) of the gross dollar amount of sales Transactions. You authorize, upon the occurrence of Excessive Activity, Member and NOVA to take additional actions as either of them may deem necessary including, without limitation, suspension of processing privileges or creation or maintenance of a Reserve Account in accordance with the TOS. d) Credits. i) Credit Transaction Receipt. You will issue a Credit Transaction Receipt, instead of issuing cash or a check, as a refund for any previous sales Transaction. Member will debit the DDA for the total face amount of each Credit Transaction Receipt submitted to NOVA. You will not submit a Credit Transaction Receipt relating to any Transaction Receipt not originally submitted to NOVA, nor will you submit a Credit Transaction Receipt that exceeds the amount of the original Transaction Receipt. You will, within the time period specified by applicable Laws or the Credit Card Rules, whichever time period is shorter, provide NOVA with a Credit Transaction Receipt for every return of goods or forgiveness of debt for services that was the subject of a previous sales Transaction in accordance with the Credit Card Rules. ii) Revocation of Credit. Member or NOVA may, in their sole discretion, refuse to accept any Credit Transaction Receipt for processing except in situation where Merchant verifies the identity of the recipient and takes precautions to insure that recipient is entitled to the refund. iii) Reprocessing. You will not resubmit or reprocess any Transaction that has been charged back. e) Fraud and Factoring. You will not present for processing or credit, directly or indirectly, any transaction not originated as a result of a transaction directly between you and a Cardholder or any Transaction you know or should know to be fraudulent or not authorized by the Cardholder. 19 of 26 (City of Denton, TX) TERMS OF SERVICE did 06.06.06 Execution Perpetrators of fraudulent Transactions will be referred to law enforcement officials. You will not deposit any Transaction Receipt representing the refinancing of an existing obligation of a Cardholder. You agree that NOVA may, within its sole discretion, suspend the disbursement of funds from Transaction Receipt for any reasonable period of time required to investigate suspicious or unusual deposit activity. NOVA and Member will have no liability for any losses you may attribute to any suspension of funds disbursement. 24) OTHER TYPES OF TRANSACTIONS. a) Mail Order/Telephone Order (MO/TO). You understand that Transactions processed via MO/TO are high risk and subject to a higher incidence of Chargebacks. You are liable for all Chargebacks and losses related to MO/TO sales Transactions. You may be required to use an address verification service ("AVS") on MO/TO sales Transactions. AVS is not a guarantee of payment and the use of AVS will not waive any provision of this Agreement or validate a fraudulent Transaction. You will obtain the expiration date of the Credit Card for a MO/TO sales Transaction and submit the expiration date when requesting Authorization of the sales Transaction. For MO/TO sales Transactions, you will type or print legibly on the signature line of the Transaction Receipt the following applicable words or letters: telephone order or "TO," or mail order or "MO," as appropriate. NOVA recommends that you obtain a signed Transaction Receipt or other proof of delivery signed by Cardholder for MO/TO sales Transactions. b) Recurring Transactions. For recurring sales Transactions (e.g., payment of insurance premiums or subscriptions), you must obtain a written request from the Cardholder for such goods and services to be charged to the Cardholder's account, the frequency of the recurring charge, and the duration of time during which such charges may be made. You will not complete any recurring sales Transaction after receiving: (i) a cancellation notice from the Cardholder; (ii) a notice from NOVA or Member that authority to accept recurring sales Transactions has been revoked; or (iii) a response that the Credit Card is not to be honored. You must print legibly on the Transaction Receipt the words "Recurring Transaction." c) Multiple Transaction Receipts. You will include a description and total amount of goods and services purchased in a single sales Transaction on a single Transaction Receipt unless: (i) partial payment is entered on the Transaction Receipt and the balance of the Transaction amount is paid in cash or by check at the time of the sales Transaction; or (ii) a Transaction Receipt represents an advance deposit in a sales Transaction completed in accordance with the Agreement and the Credit Card Rules. d) Deposits. i) Prior Consent. You will not accept for payment by Credit Card any amount representing a deposit or partial payment for goods or services to be delivered in the future unless you have disclosed such method of sale to NOVA previously in writing. If you accept a Credit Card for payment or partial payment of goods or services to be delivered in the future without having disclosed such method of sale to NOVA previously in writing, you will be in breach of the Agreement and NOVA may immediately terminate the Agreement in addition to any other remedies available under the Agreement, Laws, and Credit Card Rules. ii) Acceptance. If you have disclosed such method of sale to NOVA previously in writing, then you will complete such sales Transactions in accordance with the Agreement, Laws, and Credit Card Rules. Merchant must execute one Transaction Receipt when processing the deposit Transaction and a second Transaction Receipt upon processing the balance of the Transaction. You will note the words "deposit" or "balance" on the applicable Transaction Receipt, as appropriate. You will not deposit the Transaction Receipt labeled "balance" until the goods have been delivered to Cardholder or until you have fully performed the services. e) Future Delivery. You will not present any Transaction Receipt or Credit Transaction Receipt to Member or NOVA for processing (whether by electronic means or otherwise) that relates to the sale of goods or services for future delivery unless you have disclosed such method of sale to NOVA previously in writing. If you have disclosed such method of sale to NOVA previously in 20 of 26 (City of Denton, TX) TERMS OF SERVICE did 06.06.06 Execution writing, you represent and warrant to Member and NOVA that you will not rely on any proceeds or credit resulting from such sales Transactions to purchase or furnish goods or services. You will maintain sufficient working capital to provide for the delivery of goods or services at the agreed upon future date, independent of any credit or proceeds resulting from Transaction Receipts or other Credit Transaction Receipts in connection with future delivery sales Transactions. f) Electronic Commerce. i) Electronic Commerce. You may process Electronic Commerce sales Transactions only if the Transactions have been encrypted by a third party vendor acceptable to NOVA and Member. You understand that sales Transactions processed via Electronic Commerce are high risk and subject to a higher incidence of Chargebacks. You are liable for all Chargebacks and losses related to Electronic Commerce Transactions, whether or not: (i) such Transactions have been encrypted; and (ii) you have obtained NOVA's consent to engage in such Transactions. Encryption is not a guarantee of payment and does not waive any provision of the TOS or otherwise validate a fraudulent Transaction. NOVA recommends that you obtain a signed Transaction Receipt or other proof of delivery signed by the Cardholder for all Electronic Commerce sales Transactions. All communication costs related to Electronic Commerce Transactions will be your responsibility. You understand that NOVA will not manage the telecommunications link for Electronic Commerce Transactions and that it is your responsibility to manage that link. ii) Requirements. For goods to be shipped on Electronic Commerce sales Transactions, you may obtain authorization up to seven (7) days prior to the shipment date. You need not obtain a second authorization if the Transaction Receipt amount is within fifteen percent (15%) of the authorized amount, provided the additional amount represents shipping costs. Further, your Web site must contain all of the following information: (a) complete description of the goods or services offered; (b) returned merchandise and refund policy; (c) customer service contacts, including electronic mail address and/or telephone number; (d) complete address (street address, city, state, zip code, and country) of the permanent establishment of the business; (e) complete address of the permanent establishment of the business on either the checkout screen (which displays the total purchase amount) or within the sequence of Web pages presented to the Cardholder during the checkout process; (f) Transaction currency (such as U.S. or Canadian dollars); (g) export or legal restrictions, if known; (h) delivery policy; (i) customer data privacy policy; and 0) your method of Transaction security. If you store Cardholder account numbers, expiration dates, or other personal Cardholder data in a database, you must follow the applicable Payment Network rules on securing such data. You may not retain or store CV V2/CVC2 data after authorization for record keeping or additional authorization processing. 25) INTERCHANGE. Interchange qualification requirements, as defined by the Credit Card Associations, affect the Merchant's fees or surcharges owed for Transactions. Merchant will pay a higher discount rate, higher fees, and surcharges for Transactions that do not meet the best rate qualification criteria or have been processed in a manner other than for which the Merchant was approved. Section D — Acceptance of American Express, Discover, Diners or JCB 26) ACCEPTANCE OF AMERICAN EXPRESS, DISCOVER, DINERS, AND/OR JCB CARDS. If NOVA provides authorization and/or data capture services to Merchant for American Express, Discover, Diners, and/or JCB Transactions, Merchant agrees to the following provisions, in addition to the Definitions in Section (A) and the General Provisions of Section (B) above. 27) ACCESS. Upon request and fulfillment of the following conditions, NOVA will provide access to authorization and/or data capture services for American Express, Discover, Diners, and/or JCB Transactions to Merchants who have been approved by American Express, Discover, Diners, and/or 21 of 26 (City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution JCB and who have entered into a separate agreement with American Express, Discover, Diners, or JCB, respectively; provided, however that neither NOVA nor Member shall be responsible for funding such Transactions. 28) FORWARDED INFORMATION. NOVA will forward certain information pertaining to Merchant, including, but not limited to, contact information and DDA numbers, to one or more of such Card Associations, unless NOVA receives from Merchant written instructions to the contrary. IN WITNESS WHEREOF, the parties hereto have executed this TOS as of 16 2000. MERCIJANT , � NOVA INFORMATION SYSTEMS, INC By: / By: Name: H o w a rcl (tin r i rt Name: R+`x �t ' , iirx c 'i)A-. PRINT \R Title: Z o+e r'� m (2 N-1 �Qy\aSe-r Title: `'�—)TT APPROVED AS TO FORM: CITY ATTORN CITY OF D , T XAS BY: WACHOVIA BANK, NATIONAL ASSOCIATIONN // By: O / rntl / Name: 1/1'JY ✓ Et f J. CJC ����` NT Title: V. cQ "I�C S 1 Ae ytLL 22 of 26 (City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution SCHEDULE A SCHEDULE OF FEES AN07 WACHOVIA MERCHANT SERVICES PAYMENT PROCESSING PROPOSAL l� un as uu ne WACHOVIA NOVA NETWORK CITY OF DENTON, TX June 2. 2006 CREDIT CARD Discount Rate Schedule': VISA / MASTERCARD CREDIT/DEBIT: IDBA Cost Pass Through. (see Additional Information below) NOVA processing: NOVA DCC Rebate to City:Z Other Transactions Fees: AmEx, Discover, Diners, JCB Card:3 Voice Auth Fee: Voice Auth + Operator Assisted: Voice Auth + Issuer referral: a _;a PIN -based Debit Processing° ELECTRONIC CHECK 0.15% 0.75% $0.12 per item $.50 per item $.90 per item $4.00 per item $0.65 per item ECS Electronic Check Conversion & Processing (POP): (required check Imager w/Hypercom or Omni terminals or viaWARP software. POP and ARC environments). ECS Conversion Only: $0.18 per item ECS w/Check Verification: $0.18per item ECS w/Guarantee: $0.18 per item + 1.98% (POP), 2.20% (ARC)' ' Qualified Emerging Market rates. Current Interchange, Dues and Assessments (ID&A) from Visa USA and MasterCard International will apply. Other qualification levels subject to surcharges pursuant to the current ID&A. If there is an increase in ID&A, Nova will adjust rates accordingly. 2 Dynamic Currency Conversion rebate to the City on qualifying International issued V isa/MC transactions. Hypercom T7PIus terminals only initially. ' Discount rates apply and obtained direct from card issuer. 4 Requires PIN -pad peripheral equipment certified to Nova PIN encryption 23 of 26 (City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution Check maximum: Monthly Minimum: Returned Checks': NSF billing service: Optional EnQuireTM Image Web Access: OTHER FEES Other Account Fees: Monthly Statement fee: Monthly minimum fee: Chargeback Fee: Reporting: Basic Online Merchant reporting: $2,500.00 $25.00 (if applicable) $3.00 per occurrence $2.00 per occurrence $24.95 Monthly per User $5.00 per MID $25 if applicable $12.00 per occurrence $0.00; Free through www.merchantconnect.com Advanced Reporting Service (ARSTM) by Nova Monthly Access Fee: $20 per User; Full chain level reporting Equipment Solution Hypercom T7PIus terminal/printer combo $599.00 ea or $24/mos Hypercom S9 Pinpad: $175.00 ea or $9/mos Omni3730LEse terminal/printer combo: $559.00 ea or $23/mos P1000Se Pinpad: $169.00 ea or $8/mos Omni3750 terminal/printer combo: $899.00 ea or $32/mos3 P1000Se Pinpad: $169.00 ea or $8/mos RDM6000i Check Imager: $559.00 ea or $23/mos Software Solution viaWarpTm by Nova (10 user License) $600.00 Purchase Monthly maintenance fee: $12.00 viaWarpTm by Nova (150 user License) $2,999.00 Purchase Monthly maintenance fee: $29.00 Magtek Card Reader: $175.00 ea or $9/mos Magtek Check Imager/Card Reader: $659.00 ea or $26/mos VeriFone P900 Printer: $329.00 ea or $13/mos ' NACHA designations, face-to-face (POP) and payer non -present (ARC). ' Not applicable to Guarantee Service ' All lease information is a 48-month non -cancelable lease from Ladco, Inc. 24 of 26 (City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution Intemet Processing 3rd Party Internet Payment Gateway Trxns (VeriSign, ICVerify, Authorize.net, Harbor Payments etc): $0.00; No cost (above rates/fees apply). Internet payment engine must be certified to one of the following payment networks: - Vital (VisaNet) - Nova - Paymentech VOKLIXT"' by Nova Website Gateway ViaKLIXTM Transaction fee: ViaKLIXT" one time Setup fee: Application / Setup Fees Visa M/C Application & Setup Fee: $0.05 per item $0.00 $0.15 per item $19.99 per month $0.10 per item $95.00 $100.00 one-time' Additional Information • Current Emerging Market / Public Sector Interchange, Dues and Assessment (ID&A)2: Credit Debit V 1.52% + $0.05 0.89% + $0.25 QUAL - CPS Retail^2;CarUlPresent. ft V ?;,CPS Retaall,2 Card Not'Present! 1.52% + $0.05 0.89% + $0.25 V M M K _. .a--'- . t v R NON�QUAL'71 EIRF ,:55 2.39% + $0.10 1.84% + $0.20 v C T = Standard 2.79% + $0.10 1.99% + $0.25 V CommerciaPCarii Electronic. 2.29°k + $0.10 V _�.Commerdal'6rdtStandard 2.79% + $0.10 V V M S Utility 0.09% + $0.75 0.09% + $0.75 V I C _ - CPS PassengersTransport;(AiAI me) 1.84% + $0.10 1.69% + $0.15 MC Emerging Market 0.90% + $0.25 MC M MC Passenger Transport 1.93% + $0.10 1.70% + $0.15 MC S Service Industries 1.25% + $0.05 1.25% + $0.15 MC C World MasterCard Service Industries 1.25% + $0.05 MC Public Sector 1.65% + $0.10 MC _ :. _ _ World MasterCard Public Sector _ 1.65% + $0.10 MC NON-QUAL Standard 2.85% + $0.10 2.00% + $0.25 MC Corporate Standard 2.80% + $0.10 MC Corporate Data Rate I 2.75% + $0.10 MC World MasterCard Standard _ 3.05% + $0.10 MC International Standard' 2.30% + $0.10 • 24-Hour funds availability for Wachovia banking customers maintaining a business checking account. Daily processing deposits transmitted to NOVA prior to 12:OOAM EST will be credited to your business checking account the next business day following transmission. ' Initial conversion, all locations included. Additional add -on locations $35.00 ea ongoing. 2 As of June 1, 2006. 25 of 26 (City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution • www.merchantconnect.com. NOVA'S online interactive Customer Service site provides an interactive support site to our merchant base for accessing information about your NOVA accounts including daily updates of your processing statement, free of charge. • Analysis Billing availability. For our Wachovia business checking clients, we can run your fees through the Bank Analysis. This offers you the benefit of having the Bank pay the discount fees directly to NOVA. The Bank will then offset these fees in later debits and credits to your bank accounts, effectively turning hard merchant costs into soft costs. (Not available in a convenience fee model). 26 of 26 (City of Denton, TX) Electronic Check Service Addendum did 06.05.06 Execution Electronic Check Service Addendum to the Terms of Service This Electronic Check Service Addendum to the Terms of Service is entered into as of the Effective Date by and among The City of Denton, Texas, NOVA Information Systems, Inc. and Wachovia Bank, National Association. Merchant, NOVA and Member may be referred to collectively herein as the "Parties." WHEREAS, Merchant, NOVA and Member are parties to that certain Terms of Service ("TOS") dated tv ,d 200�>; and WHEREAS, pursuant to the TOS, the terms and conditions for the acceptance of any additional Payment Devices shall be set forth in one or more addenda, which shall incorporate the TOS by reference; and WHEREAS, Merchant has requested that NOVA and Member provide to Merchant the Electronic Check Service; WHEREAS, the Parties maintain that it is their interest to enter this Addendum regarding Merchant's utilization of those services. NOW, THEREFORE, in consideration of the foregoing premises, and the mutual promises of the Parties hereinafter set forth, and intending to be legally bound hereby, the Parties hereto covenant and agree as follows: Section A — Definitions 1) Additional Definitions. a. ABA: The American Bankers Association. b. ABA Routing Number: The ABA number that uniquely identifies the bank on which a check is drawn. c. Addendum: This Electronic Check Service Addendum and all additions to, amendments, and modifications of, and all replacements to the Addendum, as applicable. d. Certified Guarantor: With respect to Electronic Check Service Transactions, the participating Drawee Bank or the third party authorizing agent designated by NOVA, as appropriate, that warrants the face amount of all authorized checks under the "Conversion with Guarantee" service option provided all warranty requirements are met. e. Check Reader/Imager: A device certified by NOVA that electronically captures the MICR line and reads the image of the check. f. Drawee Bank: The bank where a customer maintains a checking account on which the customer authorizes an Electronic Check Service Transaction to pay for a purchase at the POS Device. g. Effective Date: The date set forth in the signature block herein. h. Electronic Check Service: The service by which checks are converted at the POS Device into electronic transactions. i. Electronic Check Service Transaction: Any purchase, reversal/void, decline, Chargeback, and representment/resubmit pursuant to the Electronic Check Service Rules. 1of13 (City of Denton, TX) Electronic Check service Addendum dtd 06.05.06 Execution j. MICR: The magnetic ink character read line encoded on a check that contains information about the checking account. k. NACHA Operating Regulations: The rules and regulations established by NACHA. I. Non -Participating Transaction: An Electronic Check Service Transaction involving a Drawee Bank that does not participate in the VisaNet point -of -sale check service settlement system. The transaction is routed to the third party authorizing agent for authorization according to the service option for the Electronic Check Service Transaction, and is cleared and settled through ACH. in. NOVA Electronic Check Service System: NOVA's Electronic Check Service Transaction processing system for provision of Electronic Check Service authorization, data capture, and settlement services. n. Operating Principles and Rules: A set of specifications, guidelines, and principles defined by Visa that govern the operation and flow of information for Electronic Check Service Transactions. o. Participant: An organization that agrees to comply with the Operating Principles and Rules, completes comprehensive certification testing with Visa, participates in one or more of the service options, and performs functions and activities appropriate to participating in the service. p. Participating Transaction: An Electronic Check Service Transaction involving a Drawee Bank that participates in the VisaNet settlement system. The participating Electronic Check Service Transaction is routed to the participating Drawee Bank for authorization, according to the service option for the Electronic Check Service Transaction, and is cleared and settled through VisaNet. q. POS Device: A terminal or other point -of -sale device at a Merchant location that incorporates a Check Reader/Imager and which communicates electronically, directly or indirectly, with NOVA Electronic Check Service System. r. Sight Draft: A negotiable financial document that is created from an electronic image of a check that was accepted and processed as an Electronic Check Service Transaction. Sight Drafts may be used to resolve administrative returns that result from processing ineligible checks. s. VisaNet: The data processing system, networks, and operations used to support and deliver authorization, clearing, and settlement services for Electronic Check Service Transactions. 2) Rules of Construction. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the TOS. Singular terms shall include the plural, and vice versa, unless the context otherwise requires. The words "hereof.. "herein," and "hereunder," and words of similar import when used in the TOS or this Addendum shall refer to the TOS or this Addendum as applicable and not to any particular provision of the TOS or Addendum. The word "day" shall mean "calendar day", unless specifically stated otherwise. This Addendum incorporates the TOS by reference as if it were fully set forth herein. In the event of a conflict between the terms of this Addendum and the TOS, the terms of this Addendum shall prevail. Section B — Acceptance of Electronic Check Service 3) Electronic Check Service Rules. In the course of its acceptance of Electronic Check Services, Merchant shall comply with and be bound by the Operating Principles and Rules, Electronic Check Service Rules, and all NACHA or other ACH rules and regulations, all of which may be amended from time to time and all of which are incorporated by this reference as if fully set forth herein. 4) Electronic Check Service Fees. Fees for Electronic Check Service are set forth in the attached Schedule A, Schedule of Fees. 2of13 (City of Denton, TX) Electronic Check Service Addendum did 06.05.06 Execution 5) Electronic Check Services Included Under The Addendum. Merchant shall select an Electronic Check Service option. In the event Merchant fails to elect an option or the elected option(s) is not in compliance with the Operating Principles and Rules and the Electronic Check Service Rules, or is otherwise unavailable, Merchant shall receive ECS Conversion with Verification as described in below. The following Electronic Check Service options are available to Merchant: a. ECS Conversion with Guarantee. The authorization message is routed to the participating Drawee Bank or a third party authorizing agent to warrant the Electronic Check Service Transaction. The participating Drawee Bank or third party authorizing agent issues an "accept" or "decline" decision based on access to the check writer's DDA and/or third party risk management database. THE CERTIFIED GUARANTOR BEARS THE RISK OF LOSS IF A CHECK IS RETURNED. The following criteria must be met with respect to ECS Conversion with Guarantee: i. The check writer's name must be machine printed on the check. ii. The check must contain a pre-printed serial number. iii. The check must be made out to the Merchant. iv. The check must include a street address or complete mailing address. A P.O. Box is not acceptable. NOVA reserves the right to modify the list of check writer information that is required to participate in the ECS Conversion with Guarantee service from time to time. Merchant is required to obtain the following information about the check writer by entering the information either when prompted by the POS Device or by printing the information on the face of the check and scanning it through a Check Reader/Imager. i. Driver's license number (alphanumeric or numeric), ii. State abbreviation or numeric state code for driver's license state of issuance, and iii. Check writer's telephone number, with area code. NOVA reserves the right to require Merchant to obtain the applicable check writer information through the Terminal prompt method only. If the Merchant fails to obtain the information required under this Section, provides incorrect information and/or falsifies information, Merchant forfeits the ECS Conversion with Guarantee protection for the affected Electronic Check Service Transaction(s). Merchant is liable for returned items and/or Chargebacks that may result from such failure. If Merchant provides false information in an effort to defraud the system, Merchant will be subject to termination of the ECS, this Addendum, the Agreement, and any other rights and remedies available to NOVA, including, but not limited to, payment of the face value of the affected items and any damages, costs, loss, penalties, and/or fees related to such Electronic Check Service Transactions. b. ECS Conversion with Verification. The authorization message is routed to the participating Drawee Bank or a third party authorizing agent for verification of the probability that the Electronic Check Service Transaction will be paid, based on information available at the time of the request. The participating Drawee Bank or third party authorizing agent issues an "accept" or "decline" decision based on access to the DDA of the check writer and/or third parry risk management database. THE MERCHANT RETAINS THE RISK OF LOSS IF A CHECK IS RETURNED. c. ECS Verification with Collections. The authorization message is routed to the participating Drawee Bank or a third party authorizing agent for verification of the probability that the Electronic Check Service Transaction will be paid, based on 3of13 (City of Denton, TX) Electronic Check Service Addendum dul 06.05.06 Execution information available at the time of the request. The authorizing agent makes an accept or decline decision based on access to the DDA and/or third party risk management database. THE MERCHANT RETAINS THE RISK OF LOSS IF A CHECK IS RETURNED. Merchant must enter a separate contract with the designated collection agent. Upon return of the first resubmitted item(s), NOVA will place such item(s) with the designated collection agent. 6) Ineligible Items. Merchant shall not submit the following items in connection with the Electronic Check Service: a. Checks drawn on invalid or fraudulent ABA Routing Numbers, b. Checks that do not contain a pre-printed serial number, c. Checks that have been previously negotiated, d. Checks that have been previously voided in connection with another Electronic Check Service Transaction or with another program pursuant to NACHA check conversion rules, e. Checks drawn on non -participants in the service who also do not participate in the ACH, f. Checks not linked to an ABA DDA, g. Corporate checks, It. Federal Reserve checks, i. Federal Home Loan Bank checks, j. Government checks (including checks drawn on a state or local government), k. Third party checks, 1. U.S. Treasury checks, in. Obligations of a financial institution (such as convenience checks, traveler's checks, cashiers checks, official checks, and money orders), n. Checks payable in a medium other than U.S. currency, and gift certificates. In the event Merchant processes any of the above referenced items for any reason, such items are subject to Chargeback. Further, Merchant may be liable for the face value of the check and any actual damages related to or arising out of processing such excluded items. 7) Use And Availability Of Pos Devices And Check Reader/Imager. Merchant shall cause a POS Device and Check Reader/Imager to be readily available for the use of all Electronic Check Service customers at all of Merchant's business locations where Electronic Check Services are accepted. Merchant shall take all reasonable steps to ensure that all POS Devices and Check Readers/Imagers operated at Merchant's business locations function with minimal error, in a reliable manner, and in accordance with the standards established from time to time by NOVA and the Electronic Check Service Associations. a. Merchant will insert the customer's check through the POS Device and Check Reader/Imager and enter certain additional information about the Electronic Check Service Transaction at the terminal keypad. The Merchant shall hand stamp the customer's check with a NOVA -supplied stamp with a legend voiding the check or utilize approved equipment to machine frank/void customer's check. The Merchant will print a Transaction Receipt containing specific information about the Electronic Check Service Transaction and an authorization approving the origination of the electronic funds transfer payment to the Merchant. Merchant will ask the Customer to sign the receipt or authorization, and provide the Customer with a copy of the signed receipt with authorization along with the voided check. b. The signature and physical description of the check writer must reasonably correspond to any signature and description contained in identification presented by the check writer. The signature on the Electronic Check Service receipt must not be substantially different from the name imprinted on the paper check to which the 4of13 (City of Denton, TX) Electronic Check Service Addendum did 06.05.06 Execution Electronic Check Service Transaction relates. c. Merchant represents and warrants with respect to all Electronic Check Service Transactions accepted and processed by NOVA under this Agreement that: i. The check writer has authorized the debiting of their account and that the Electronic Check Service debit entry is, in all respects, properly authorized and in an amount agreed to by the check writer, and ii. The business transaction represents an obligation of the person who is tendering the Electronic Check Service Transaction and the Electronic Check Service Transaction is for merchandise actually sold or rented, or services actually rendered for the actual price of such merchandise or services (including tax) and does not involve any element of credit for any other purpose. The electronic funds transfer to the Merchant will be processed and settled either through VisaNet, if the Drawee Bank participates in the Electronic Check Service, or the ACH system, if the Drawee Bank does not participate in the Electronic Check Service. It shall be in Visa's sole discretion whether to process and settle an electronic funds transfer through VisaNet or the ACH. Electronic Check Service Transactions processed and settled through VisaNet will, with respect to such processing and settlement, be subject to the Operating Principles and Rules, other applicable Visa rules and regulations, and the Electronic Check Service Rules. Electronic Check Service Transactions processed and settled through the ACH system will, with respect to such processing and settlement, be subject to the NACHA Operating Regulations, other Laws applicable to ACH transactions, and the Electronic Check Service Rules. d. Merchant must take all reasonable steps to ensure that all POS Devices and Check Readers/imagers operated at the Merchant's premises: i. Shall be available for use by all checking account customers who write checks at the point -of -sale. ii. Shall not: 1. Route Electronic Check Service Transactions to checkout lanes other than those where paper checks are normally processed, 2. Segregate Electronic Check Service Transactions to specific checkout lanes by Drawee Bank. iii. Shall function with minimal error in a reliable manner. 8) Electronic Check Service Transactions. Subject to the restrictions provided herein, Merchant shall support all Electronic Check Service Transactions applicable to Merchant. Merchant may not establish a limited or selected acceptance policy for Electronic Check Service Transactions other than as provided herein or in the Payment Network Regulations. 9) Transaction Receipt Requirements. At the time of any Electronic Check Service Transaction, Merchant shall make available to each Electronic Check Service customer a Transaction Receipt containing, at a minimum, the following information: a. Merchant name and address, b. Transaction amount, c. Transit routing number of customer's financial institution, d. DDA number (truncated to reflect the last four digits of the DDA number), e. Check serial number, f. Merchant identification number (or other unique number that identifies the location from which the Electronic Check Service Transaction originated), g. Location of POS Device (city, state), h. Transaction ID (the reference number assigned by Visa to the Electronic Check Service Transaction), 5of13 (City of Denton, TX) Electronic Check service Addendum did 06.05.06 Execution i. Transaction date j. Contact information, k. Trace number or authorization number, 1. Disclosure to the consumer that their check will be converted to an Electronic Check Transaction, in. Signature line, and n. Such other information as may be required from time to time. o. Additionally, Merchant must obtain the check writer's signature on the Transaction Receipt and retain it for at least two (2) years in accordance with Federal Reserve Board Regulation E rules. 10) Additional Transaction Requirements. a. Electronic Check Transactions must be face-to-face with the check writer and the check writer must sign the Transaction Receipt. Telephone, electronic (online), mail, lock box, Internet, pre -authorized, or other like transactions are expressly prohibited. b. Merchant may submit only real-time transactions for authorization at the POS Device. c. Merchant may not use the Electronic Check Service for merchandise returns, as the Electronic Check Service does not support this function. Merchandise returns must be handled outside the Electronic Check Service by direct negotiation between the Merchant and the check writer. 11) Voids/Reversals. a. An Electronic Check Service Transaction may be voided electronically. Merchant must initiate a void through the same POS Device through which the original Electronic Check Service Transaction was initiated and within ten (10) minutes of the original Electronic Check Service Transaction. b. In the event that a check is incorrectly entered into the Electronic Check Service and the Merchant is not able to void the check consistent with the provisions set forth above, the Merchant shall not, under any circumstance, use the Electronic Check Service to reverse the Electronic Check Service Transaction, void the Electronic Check Service Transaction, or issue a credit to the consumer. Merchant must follow their existing "return merchandise" process for cash or paper check transactions to correct the error. 12) Adjustment. An Electronic Check Service Transaction may be adjusted if an error is discovered during Merchant's end -of -day balancing only by means of a written request from Merchant to NOVA as provided in the Electronic Check Service Rules. The request for adjustment must reference a settled Electronic Check Service Transaction, which is partially or completely erroneous. The adjustment must be completed within forty-five (45) days after the date of the original Electronic Check Service Transaction. 13) Chargebacks, Representments, And Dispute Resolution. NOVA or its designated agent may charge back to Merchant the face amount of any check sale plus any fines or penalties. Merchant agrees to immediately pay to NOVA or its agent (by means of debit or set-off initiated by NOVA or its agent, submission of payment by Merchant, or otherwise, at the sole option of NOVA) for any item charged back to Merchant. a. The Operating Principles and Rules govern the dispute process for Electronic Check Service Transactions originally submitted and settled through VisaNet. A participating Drawee Bank may charge back an original Electronic Check Service Transaction or an adjustment Electronic Check Service Transaction for the reasons listed below. Chargebacks are allowed only for the exact amount of the original Electronic Check Service Transaction or an adjusted Electronic Check Service Transaction. i. Fraudulent Transaction. Signature obtained on Transaction Receipt: Drawee 6of13 (City of Denton, TX) Electronic Check service Addendum did 06.05.06 Execution M C. Bank has the right to charge back a fraudulent "ECS Conversion with Verification" Electronic Check Service Transaction where the customer authorizing the Electronic Check Service Transaction signed the Transaction Receipt at the POS Device. (This is not valid for the ECS Conversion with Guarantee service.) ii. Fraudulent Transaction. Signature not obtained on Transaction Receipt: Drawee Bank has the right to charge back a fraudulent Electronic Check Service Transaction where the customer did not sign the Transaction Receipt at the POS Device. (This is valid for the ECS Conversion with Verification and the ECS Conversion with Guarantee service.) iii. Duplicate Transaction. Drawee Bank may charge back an Electronic Check Service Transaction that is a duplicate of a transaction that was previously processed. iv. Processing Error. Drawee Bank has the right to charge back an Electronic Check Service Transaction when such Drawee Bank receives written notice of a processing error from the customer and has suitable evidence that a processing error occurred. v. Requested Copy Not Received. Drawee Bank has the right to charge back an original Electronic Check Service Transaction if the Drawee Bank does not receive requested documents within the allowed time limit (ten [101 business days from receipt of request for copy). vi. Non -Sufficient Funds (NSF). Drawee Bank has the right to charge back an original Electronic Check Service Transaction if the Drawee Bank is not able to post the Electronic Check Service Transaction because of a "closed" or "non -sufficient funds" account. (This does not apply to the ECS Conversion with Guarantee service.) Representments. The Operating Principles and Rules also govem the Chargeback representment process for Electronic Check Service Transactions that were originally submitted and settled through VisaNet. NOVA may represent to the Drawee Bank any item charged back for the following reasons: i. Required documentation supporting the Chargeback was not received within the prescribed time. ii. Adjustment was previously issued for the original Electronic Check Service Transaction upon which the Chargeback was based. iii. Original Electronic Check Service Transaction was improperly charged back. iv. Representments were not initiated within the timeframe specified for the Chargeback. In the event that Merchant does not participate in the ECS Conversion with Guarantee service or individual Electronic Check Service Transactions were not authorized by a Certified Guarantor, Merchant is responsible for all items returned by the Drawee Bank through ACH and charged back to the Merchant. i. Merchant does not have recourse to electronically collect funds from Electronic Check Service Transactions processed through ACH that are ultimately returned to the Merchant. ii. NOVA will provide Merchant with supporting documentation that may assist the Merchant in locating the original Transaction Receipt. iii. The original Transaction Receipt or an electronic image of the check may be used by Merchant to identify the original consumer depending on the information that appears on the check. Merchant may also record additional information on the check (prior to imaging) or the Transaction Receipt at the time of the original sales Electronic Check Service Transaction. This 7of13 (City of Denton, TX) Electronic Check service Addendum dtd 06.05.06 Execution information may include, but is not limited to, name, phone number, and driver's license number. iv. If Merchant fails to collect adequate information at the POS Device that identifies the customer responsible for the returned check, Merchant is financially responsible for the returned item. v. If Merchant inadvertently accepts an ineligible check as defined herein and if the check is authorized by the check service, the check, at the Drawee's option, may be returned as unpaid to NOVA. NOVA will attempt to collect the funds by processing a bank Sight Draft of the original check. However, if the Sight Draft is unsuccessful and returned unpaid, the ineligible check will be charged back to Merchant. d. In the event that Merchant selects the ECS Conversion with Guarantee service option, i. Merchant will not receive returned items for the following reasons: 1. Non -sufficient funds (NSF), 2. Closed account, or 3. Uncollected funds. ii. NOVA may charge back returned checks that were originally approved under the ECS Conversion with Guarantee service under the following conditions: l . Merchant is in a position of unjust enrichment, 2. A request for copy of a legible Transaction Receipt is not provided to NOVA by Merchant within ten (10) business days from the date of the original request for copy, 3. The Transaction Receipt does not include the check writer's signature, 4. The image of the original check does not include the check writer's name and complete mailing address, 5. The original Electronic Check Service Transaction was inappropriately processed multiple times or caused by a processing error, 6. The original Electronic Check Service Transaction was approved through fraudulent means, or 7. The original Electronic Check Service Transaction was illegal or transacted in support of illegal activity. e. In response to a returned item or a disputed Electronic Check Service Transaction, NOVA (or its designated agent) may request a copy of the original Transaction Receipt. Merchant must return a legible copy of the Transaction Receipt within ten (10) business days of the request or sooner upon NOVA's request. Merchant's failure to provide a legible copy of the original Transaction Receipt may result in charge back of the item to the Merchant. f. In the event that Merchant provides false, erroneous, or fraudulent data, or otherwise engages in fraudulent activities regarding the Electronic Check Services, including the ECS Conversion with Guarantee services, Merchant forfeits protection offered by ECS Conversion with Guarantee if check authorization is achieved by providing false and/or fraudulent data or engaging in fraudulent activities. NOVA reserves the right to return warranted items under these conditions. g. NACHA regulations govern the return item process for Electronic Check Service Transactions originally submitted and settled through ACH. 14) Confidentiality. a. Merchant will not disclose to third parties or non-member processors any information related to Electronic Check Service Transactions including, but not limited to, check 8of13 (City of Denton, TX) Electronic Check Service Addendum did 06,05.06 Execution writer DDA information, driver's license number, telephone number, or Social Security Number except under the following conditions: i. To Merchant's agents or another Electronic Check Service participant for the purpose of assisting the Merchant in completing the Electronic Check Service Transaction. ii. To comply with Electronic Check Service error resolution procedures. iii. As needed to pursue collection activity, or iv. As specifically required by the Laws. b. Merchant does not have the right to use Electronic Check Service data for any purpose other than to support the Electronic Check Service itself. c. Merchant must treat all Electronic Check Service documents, including, but not limited to, the Electronic Check Service Rules, Operating Principles and Rules, Electronic Check Service User's Guide, and Electronic Check Service collateral material as confidential and proprietary information and protect it with the same degree of care as it would protect its own confidential and proprietary information. Such documents shall be disclosed only to employees of the Merchant with a specific need to know, and shall be disclosed only to the extent required to conform with this Addendum. 15) Except as supplemented herein, the TOS remains unaltered and in full force and effect. _ IN WITNESS WHEREOF, the parties hereto have executed this Addendum, as of J.VA2 2006. MER q By: Name: H Q l i a✓`d ffb,� -i i v\ PRINT Title: -:r7 n+er, i m C, i V �q ylq�er APPROVED AS TO FORA: CIT CIT M3 WACHOVIA BANK, NATIONAL ASSOC] Title: 9of13 (City of Denton, TX) Electronic Check Service Addendum did 06.05.06 Execution SCHEDULE A SCHEDULE OF FEES MNWACHOVIA MERCHANT %' 7 SERVICES """""""" PAYMENT PROCESSING PROPOSAL WACHOVIA I NOVA NETWORK CITY OF DENTON, TX June 2, 2006 CREDIT CARD Discount Rate Schedule': VISA / MASTERCARD CREDIT/DEBIT: ID&A Cost Pass Through. (see Additional Information below) NOVA processing: NOVA DCC Rebate to City:2 Other Transactions Fees: AmEx, Discover, Diners, JCB Card:3 Voice Auth Fee: Voice Auth + Operator Assisted: Voice Auth + Issuer referral: DEBIT CARD PIN -based Debit Processing" ELECTRONIC CHECK 0.15% 0.75% $0.12 per item $.50 per item $.90 per item $4.00 per item $0.65 per item ECS Electronic Check Conversion & Processing (POP): (required check Imager w/Hypercom or Omni terminals or viaWARP software. POP and ARC environments). ECS Conversion Only: $0.18 per item ECS w/Check Verification: $0.18per item ECS w/Guarantee: $0.18 per item + 1.98% (POP), 2.20% (ARC)5 t Qualified Emerging Market rates. Current Interchange, Dues and Assessments (ID&A) from Visa USA and MasterCard International will apply. Other qualification levels subject to surcharges pursuant to the current ID&A. If there is an increase in ID&A, Nova will adjust rates accordingly. ' Dynamic Currency Conversion rebate to the City on qualifying International issued Visa/MC transactions. Hypercom T7Plus terminals only initially. 3 Discount rates apply and obtained direct from card issuer. Requires PIN -pad peripheral equipment certified to Nova PIN encryption 10 of 13 (City of Denton, TX) Electronic Check Service Addendum did 06.05.06 Execution Check maximum: Monthly Minimum: Returned Checks6: NSF billing service: Optional EnQuiretli Image Web Access: OTHER FEES Other Account Fees: Monthly Statement fee: Monthly minimum fee: Chargeback Fee: Reporting: Basic Online Merchant reporting: $2,500.00 $25.00 (if applicable) $3.00 per occurrence $2.00 per occurrence $24.95 Monthly per User $5.00 per MID $25 if applicable $12.00 per occurrence $0.00; Free through www.merchantconnect.com Advanced Reporting Service (ARSTm) by Nova Monthly Access Fee: $20 per User; Full chain level reporting Equipment Solution Hypercom T7PIus terminal/printer combo $599.00 ea or $24/mos Hypercom S9 Pinpad: $175.00 ea or $9/mos Omni3730LEse terminal/printer combo: $559.00 ea or $23/mos P1000Se Pinpad: $169.00 ea or $8/mos Omni3750 terminal/printer combo: $899.00 ea or $32/mos' P1000Se Pinpad: $169.00 ea or $8/mos RDM6000i Check Imager: $559.00 ea or $23/mos Software Solution viaWarpT by Nova (10 user License) $600.00 Purchase Monthly maintenance fee: $12.00 viaWarpT by Nova (150 user License) $2,999.00 Purchase Monthly maintenance fee: $29.00 Magtek Card Reader: $175.00 ea or $9/mos . Magtek Check Imager/Card Reader: $659.00 ea or $26/mos VeriFone P900 Printer $329 00 ea or $13/mos 5 NACHA designations, face-to-face (POP) and payer non -present (ARC). e Not applicable to Guarantee Service All lease information is a 48-month non -cancelable lease from Ladco, Inc. 11 of 13 (City of Denton, TX) Electronic Check Service Addendum dtd 06.05,06 Execution v v v v v v v v v v Intemet Processin 3rd Party Internet Payment Gateway Trxns (VeriSign, ICVerify, Authorize.net, Harbor Payments etc): $0.00; No cost (above rates/fees apply). Internet payment engine must be certified to one of the following payment networks - Vital (VisaNet) - Nova - Paymentech ViaKLIXTM by Nova Website Gateway ViaKLIXTm Transaction fee: ViaKLIXM one time Setup fee: Application / Setup Fees Visa M/C Application & Setup Fee: Additional Information $0.05 per item $0.00 $0.15 per item $19.99 per month $0.10 per item $95.00 $100.00 one-time8 • Current Emerging Market / Public Sector Interchange, Dues and Assessment (ID&A)9: Credit IItUHL 1ro2newire I r- esenc 1.52% + $0.05 E M PS Retailr2,CardNotiPresent _ 1.52% + ' $0.05 RK NON-Qili ffi EIRF `= 2.39Wo + ` $0.10 O T , Standard y 2.79% + $0.10 } Commercial Card FJectrdnic 2.29% + $0.10 : Corrmercial�.drrd standard M 5 Utility 0.09% + $0.75 1 C '_.. CPS,Passeng rr ansporC(Anlme) - 1.84% + $0.10 Debit 0.89% + $0.25 0.89% + $0.25 1.84% + $0.20 1.99% + $0.25 0.09% + $0.75 1.69% + $0.15 MC Emerging Market 0.90% + $0.25 MC I MC Passenger Transport 1.93% + $0.10 1.70% + $0.15 MC s Service Industries 1.25% + $0.05 1.25% + $0.15 MC C World MasterCard Service Industries 1.25% + $0.05 MC Public Sector - 1.65% + $0.10 MC _ _ World MasterCard Public Sector 1.65% + $0.10 MC NON-QUAL Standard 2.85% + $0.10 -2.00% + $0.25 MC Corporate Standard 2.80% + $0.10 MC Corporate Data Rate I 2.75% + $0.10 MC World MasterCard Standard 3.05% + $0.10 MC .International Standard 3 2.30% + $0.10 s locations included. Additional add -on locations $35.00 ea ongoing. Initial conversion, all 9 As of June 1, 2006. 12 of 13 (City of Denton, TX) Electronic Check Service Addendum did 06.05.06 Execution • 24-Hour funds availability for Wachovia banking customers maintaining a business checking account. Daily processing deposits transmitted to NOVA prior to 12:OOAM EST will be credited to your business checking account the next business day following transmission. www.merchantconnect.com. NOVA'S online interactive Customer Service site provides an interactive support site to our merchant base for accessing information about your NOVA accounts including daily updates of your processing statement, free of charge. Analysis Billing availability. For our Wachovia business checking clients, we can run your fees through the Bank Analysis. This offers you the benefit of having the Bank pay the discount fees directly to NOVA. The Bank will then offset these fees in later debits and credits to your bank accounts, effectively turning hard merchant costs into soft costs. (Not available in a convenience fee model). 13 of 13 BILLING HARBOR SERVICE AGREEMENT This Billing Harbor Service Agreement (the "Agreement") is entered into on i nz IZ, 2006, by and between Harbor Payments Corporation, a Georgia corporation with offices at 1900 Emery Street, NW, Suite 200, Atlanta, GA 30318 ("Provider") and City of Denton, Texas ("Client"), a City Government with offices at 215 E. McKinney Street, Denton, TX 76201. Scope of the Agreement Provider shall provide electronic bill payment services ("EBPP", the "Billing Harbor Services" or "Service(s)") to Client at the rates, terms and conditions set forth in the attached Exhibits, and as further set forth below. All rates are quoted in U.S. currency. 2. Invoice To the extent that there are any Services for which Client is obligated to pay Provider, Client agrees to pay Provider for all Services within thirty (30) days after Client's receipt of an invoice for such Services. If Provider does not receive payment within thirty (30) days of Client's receipt of an invoice, the delinquent balance shall bear interest at the rate of one and one-half percent (1'/2%) per month. Nothing herein shall be construed to constitute a waiver of Provider's right to declare a default by Client under this Agreement on account of such delinquency, to terminate this Agreement and to exercise any other rights under this Agreement or at law or in equity. 3. Taxes Client is responsible to pay any foreign, federal, state, county and local taxes and fees applicable to transactions under this contract and invoiced to Client by Provider. Client shall be responsible for the collection of all applicable end -user taxes and fees and the remittance of such taxes and fees to the relevant governmental authority. 4. Term and Termination A. Term of Agreement This Agreement shall begin on the date of execution by Client and extend for an initial term of two (2) years (the "Initial Term"). After expiration of the Initial Term, this Agreement will automatically be extended for successive one (1) year terms ("Renewal Term"), pursuant to the terms and conditions then in effect, unless terminated in writing at least thirty (30) days prior to the end of the Initial Term or any Renewal Term. "Term" shall mean the Initial Tenn or any Renewal Term. B. Termination A. Proprietary Information: Upon termination of this Agreement, and at the request of the other party, for any reason, each party shall return all Proprietary Information of the other party and certify that such Proprietary Information has been returned in its entirety, excluding such data or documents Provider is required to retain as evidence of properly authorized and executed transactions under the Operating Rules of the National Automated Clearing House Association, VISA USA or any other applicable governing body for payment types accepted at Client's billing website. In the event that Provider is required to retain any such Proprietary Information, Provider shall, upon Client's request, provide Client with a list of all Proprietary Information it will be retaining. B. Returns: For a period of twelve (12) months after Provider ceases to provide EBPP to Client or the maximum timefraine for chargebacks and returns as permitted under the Operating Rules of the National Automated Clearing House Association, VISA USA or any other applicable body governing payment systems accepted at the billing website, Client will be invoiced for returns and any fees directly associated with returns. Based on return volume history from the previous twelve (12) months Provider may require a minimum available balance in the commercial demand deposit account accessible to Provider. This provision will survive the Agreement. C. Termination by Either Party Either party may terminate this Agreement by written notice to the other party: A. If the other party becomes insolvent, or voluntary or involuntary proceedings are instituted by or against such other party under any federal, state or other bankruptcy or insolvency laws, rules or regulations. B. If the other party fails to perform any other material provision of this Agreement, including Client's failure to pay invoices when due, and does not cure such failure within a period of thirty (30) days after receipt of notice from the other party reasonably specifying such failure and stating such parry's intention to terminate this Agreement if such failure is not cured. D. Transition Assistance: ' Upon expiration, early termination or notice thereof, of this Agreement by either party, and provided that Client has paid Provider any and all fees and expenses due hereunder as of the date of termination or expiration, Provider, at Client's request, shall provide Client reasonable transition assistance. This assistance may also require Client to purchase licenses for external providers' software or services. 5. Adjustments Requests for billing adjustments must be made within one hundred eighty (180) days of Client's receipt of the invoice, provided that if Provider intentionally or fraudulently makes a billing error in an invoice, the time within which Client must make a request for a billing adjustment shall be subject to, the applicable statute of limitations. Any amounts that are determined to be in error will be credited against the next month's invoice. Such request for adjustment shall not be cause for delay in payment of the balance due. 6. Chargebacks, Fees and Transaction Limitations Client agrees to provide a deposit, letter of credit or other security in the event that Provider determines in its sole discretion that Client's transactions are subject to excessive returns or chargebacks. Provider may in its sole discretion, by written notice to Client, place a maximum dollar limit on Client's transactions or require Client to provide reasonable security for Provider's handling of such transactions. In the event that Client determines that Provider's requirement of security is unreasonable, Client shall so notify Provider in writing and the parties shall negotiate in good faith to resolve their dispute. If the parties are unable to resolve their dispute, either party may terminate this Agreement without penalty upon written notice to the other party. 7. Billing Data Loading Service Client is solely responsible for storing billing data for permanent retention and/or any other storage needs. Provider is not responsible for the loss or destruction of any such data. 8. LIMITATION OF LIABILITY/DISCLAIMER OF CERTAIN DAMAGES/INDEMNIFICATION PROVIDER SHALL NOT BE LIABLE TO CLIENT IN ANY EVENTFOR (I) ANY LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, SAVINGS OR GOODWILL, AND (II) ANY INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES AND EXPENSES OF ANY TYPE OR NATURE ARISING IN CONNECTION WITH THIS AGREEMENT, UNDER ANY THEORY OF TORT, CONTRACT, INDEMNITY, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PROVIDER INCUR ANY LIABILITY TO CLIENT OR ANY CONSUMER, FOR ANY OMISSION OR INACCURACY IN THE INFORMATION PROVIDED BY CLIENT OR ANY CONSUMER. CLIENT'S EXCLUSIVE REMEDY AGAINST PROVIDER SHALL BE LIMITED TO THE REPROCESSING OF BILLING, BILLING -RELATED RECORDS, OR OTHER ELECTRONICALLY PRESENTED DOCUMENTS. NOTHING IN THIS SECTION SHALL LIMIT PROVIDER'S LIABILITY: A) IN TORT FOR ITS WILLFUL OR INTENTIONAL MISCONDUCT; OR B) FOR BODILY INJURY OR DEATH PROXIMATELY CAUSED BY PROVIDER'S NEGLIGENCE; OR C) LOSS OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY PROVIDER'S NEGLIGENCE. Provider shall indemnify, defend and hold Client and its affiliates harmless from any claim, suit or proceeding brought against Client and/or its affiliates so far as it is based on a claim that any of the Services infringes a US patent or copyright or other proprietary interest, and Provider shall pay all damages and costs (including reasonable attorney's fees) awarded against Client based on such claim; provided, Client promptly notifies Provider in writing of the claim and gives Provider sole authority, information and assistance (at Provider's expense) for the defense or settlement of such claim. Client may participate in the defense of such claim at its expense. Client shall refrain from making admissions as to liability or compromising or agreeing to any settlement of any claim against Client without the prior written consent of Provider. If such claim has occurred, or in Provider's opinion is likely to occur, Client agrees to permit Provider, at Provider's option and expense, and in addition to Provider's indemnification obligation, either to (i) procure for Client the right to continue using the Services, or (ii) replace or modify same so that it becomes non -infringing. The foregoing states the entire obligation of Provider with respect to infringement of patents, copyrights, or other proprietary rights, including any other liability whatsoever for incidental or consequential damages. The limitation of liability in this Agreement shall not apply to Provider's indemnification obligation. Client shall indemnify, defend and hold Provider and its affiliates harmless from any claim, suit or proceeding brought against Provider and/or its affiliates so far as it is based on a claim that any of Client's services infringes a US patent or copyright or other proprietary interest, and Client shall pay all damages and costs (including reasonable attorney's fees) awarded against Provider based on such claim; provided, Provider promptly notifies Client in writing of the claim and gives Client sole authority, information and assistance (at Client's expense) for the defense or settlement of such claim. Provider may participate in the defense of such claim at its expense. Provider shall refrain from making admissions as to liability or compromising or agreeing to any settlement of any claim against Provider without the prior written consent of Client. If such claim has occurred, or in Client's opinion is likely to occur, Provider agrees to permit Client, at Client's option and expense, and in addition to Client's indemnification obligation, either to (i) procure for Provider the right to continue using Client's services, or (ii) replace or modify same so that it becomes non -infringing. The foregoing states the entire obligation of Client with respect to infringement of patents, copyrights, or other proprietary rights, including any other liability whatsoever for incidental or consequential damages. The limitation of liability in this Agreement shall not apply to Client's indemnification obligation. 9. Legal Compliance This Agreement is made expressly subject to all present and future valid orders and regulations of any regulatory body having jurisdiction over the subject matter hereof and to the laws of the United States of America, any of its states, or any foreign governmental agency having jurisdiction including without limitation, the rules of any applicable national or regional Automated Clearinghouse Association. In the event this Agreement, or any of its provisions, shall be found contrary to or in conflict with any such order, rule, regulation or law, this Agreement shall be deemed modified to the extent necessary to comply with any such order, rule, regulation or law and shall be modified in such a way as is consistent with the form, intent and purpose of this Agreement. Client will cooperate with Provider in establishing and maintaining error resolution procedures in order to ensure compliance with any and all applicable orders, rules, regulations or laws. 10. No Agency Neither party is authorized to act as an agent for, or legal representative of, the other party and neither party shall have the authority to assume or create any obligation on behalf of, in the name of, or binding upon the other party. 11. Force Majeure The parties' obligations under this Agreement are subject to, and neither party shall be liable for, delays, failures to perform, damages, losses or destruction, or malfunction of any equipment or any consequence thereof caused or occasioned by, or due to fire, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, regulatory changes, shortages of equipment for supplies, unavailability of transportation, acts or omissions of third parties not under a party's control, or any other cause beyond the party's reasonable control. Client shall not represent that Provider is responsible for the type or quality of Client's services to its Consumers. 12. No Waiver The failure of either party to enforce or insist upon compliance with any of the provisions of this Agreement or the waiver thereof, in any instance, shall not be construed as a general waiver or relinquishment of any other provision of this Agreement. 13. Assignment This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. Neither party may voluntarily or by operation of law assign, transfer, license, or otherwise transfer all or any part of its right, duties or other interests in this Agreement or the proceeds thereof (collectively, "Assignment"), without the other party's prior written consent, which consent shall not be unreasonably withheld or delayed, provided that Provider may transfer, assign, or dispose of its rights or obligations under this Agreement without Client's consent to a parent, affiliate, or subsidiary or to any successor as a result of any merger, consolidation, or other corporate reorganization of such party or any sale of all or substantially all of the stock or assets of such party. Any attempt to make an Assignment in violation of this provision shall be null and void. 14. Amendment This Agreement may not be amended except by an instrument in writing, executed by the parties. No modification or amendment hereto shall be affected by the acknowledgement or acceptance by either party of any purchaser order, sales acknowledgment or other similar form from the other party. 15. Entire Agreement This Agreement (including its exhibits) supersedes and merges all prior agreements, promises, understandings, statements, representations, warranties, indemnities and covenants and all inducements to the making of this Agreement relied upon by either party herein, whether written or oral, and embodies the parties' complete and entire agreement with respect to the subject matter hereof. No statement or agreement, oral or written, made before the execution of this Agreement shall vary or modify the written terms hereof in any way whatsoever. 16. Third Party Beneficiaries Except as expressly provided herein, nothing in this Agreement is intended to confer any rights/remedies under or by reason of this Agreement on any third party. 17. Severability If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part(s) thereof shall be stricken from this Agreement and such provision shall not affect the legality, enforceability, or validity of the remainder of this Agreement. If any provision or part thereof of this Agreement is stricken in accordance with the provisions of this section, then the stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible. 18. Representation of Authority Each party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such parties and enforceable in accordance with its terms. 19. Governing Law, Venue and Attorneys' Fees This Agreement shall be in all respects governed by and construed and enforced in accordance with the laws of the State of Texas, including all matters of construction, validity and performance. Any action to enforce or interpret the terms of this Agreement shall be instituted and maintained in the state courts of Denton County, Texas. In any action or proceeding arising out of this. Agreement, the party prevailing in such action shall be entitled to recover its reasonable attorneys' fees and costs. 20. Counterparts This Agreement may be executed in several counterparts, each of which shall constitute an original, but all of which shall constitute one and the same instrument. 21. Notices All notices, demands, requests and other communications required or permitted hereunder shall be in writing and shall be deemed to be delivered when actually received, or, if earlier and regardless of whether actually received on the day following the date of mailing, first class mail, duly addressed and with proper postage to the last known place of business of either party, or via fax to the fax nos. set forth below. To: Harbor Payments Corporation: To: City Manager 1900 Emery Street, NW City of Denton, Texas 2nd Floor City Hall Atlanta, GA 30318 215 E. McKinney Attn: General Counsel Denton, Texas 76201 Fax No. 404-267-5200 Fax No. 940-349-8596 22. Confidential Information As used herein, "Confidential Information" shall mean (a) proprietary information, (b) information marked or designated as confidential, (c) information otherwise disclosed in a manner consistent with its confidential nature, (d) information of one party, whether or not in written form and whether or not designated as confidential, that is known or should reasonably be known by the other party as being treated as confidential, and (e) information submitted by one party to the second party where the second party knows or reasonably should know that the first party is obligated to keep the information confidential. Confidential Information includes, without limitation, any "nonpublic personal information" as defined in Regulation P of the Federal Reserve Board. The parties hereto expressly recognize and acknowledge that, as a result of the provision of the services pursuant to this Agreement, Confidential Information which may be proprietary to each party must or may be disclosed to the other. Subject to the Texas Public Information Act, each party hereby agrees that it will make no disclosure of Confidential Information provided under this Agreement without the prior written consent of the other party or as required by law. Additionally, each parry shall restrict disclosure of said information to its own employees, agents or independent contractors to whom disclosure is necessary and who have agreed to be bound by the obligations of confidentiality hereunder. Such employees, agents or independent contractors shall use reasonable care, but not less care than they use with respect to their own information of like character, to prevent disclosure of any Confidential Information. Nothing contained in this Agreement shall be considered as granting or conferring rights by license or otherwise in any Confidential Information disclosed. Notwithstanding anything to the contrary contained herein, Confidential Information does not include information (a) which becomes available to the public through no wrongful act of the receiving party; (b) which may be published prior to the date hereof, (c) which is already in the possession of the receiving party and hot subject to an existing agreement of confidence between the parties; (d) which is received from a third party without restriction and without breach of this Agreement; (e) which is independently developed by the receiving party; or (f) which is disclosed pursuant to a requirement or request of a government agency. 23. Messaging Content Provider reserves the right to refuse to broadcast any message, e-mail text, ad or marketing campaign that in its sole discretion determines is inappropriate or would negatively affect the reputation of Provider. Provider shall not be liable to Client for any loss, cost, claim, injury, liability, or expense, including reasonable attorneys' fees, relating to or arising out of the provision of messages, email text, ads or marketing campaigns by Provider that have been approved in advance in writing by Client, nor shall Provider indemnify Client for any claims brought against Client by and third party, relating to or arising out of the provision of these services if such services have been approved in advance in writing by Client. 24. Payment Processing Provider reserves the right to suspend a Client's and/or Payer's access to all or a portion of the Services or temporarily restrict any use thereof of the Services, in whole or in part, if, in Provider's solejudgment, there is a security or credit risk that may interfere with the proper continued provision of Services provided, however, that Provider will provide Client with immediate written notice of any such suspension, including a detailed explanation for the suspension, and Provider will seek to lift such temporary suspension or restriction as soon as practicable. To the extent permitted by law, Provider also reserves the right to terminate a Consumer's access to the Services permanently after consultation with Client if, in Provider's sole judgment, such Consumer is misusing the Services or is or may be engaged in illegal or suspicious activity. Provider shall indemnify and hold Client harmless from any claims or losses incurred as a result of Provider's incorrect or wrongful suspension, restriction, or termination of Payer or Consumer under this Section. Provider also reserves the right to refuse transactions where the risk assessment of said transaction returns a significant probability of fraud or credit risk. Provider and Client shall cooperate in resolving any claims or errors alleged by a Consumer and in investigating any claims of fraud consistent with any applicable federal and state laws and regulations. Client agrees to the following conditions: A. Terms and Conditions: Provider agrees to supply a set of Terms and Conditions that must be disclosed to the Consumer prior to acceptance of the authorization to debit an account. Provider will provide Client with a copy of such Terms and Conditions within five (5) business days after execution of this Agreement. Client agrees that it will not change the Terms and Conditions unless the parties otherwise agree. In the event Client changes the Terms and Conditions, then Client shall indemnify and hold harmless Provider from any claims arising from any such change, unless Provider has consented in writing to such changes. B. Authentication: Provider will verify the Consumer based upon its established criteria, provided that Client is responsible for the authentication process. C. Intentionally omitted. D. LIMITATION OF LIABILITY: CLIENT UNDERSTANDS AND AGREES THAT IT MAY BE SUBJECT TO PENALTIES, INCLUDING BUT NOT LIMITED TO A LIMITATION OR LOSS OF ITS ACH PRIVILEGES FOR NACHA VIOLATIONS. TO THE EXTENT PERMITTED BY LAW, CLIENT AGREES THAT IT WILL INDEMNIFY AND HOLD HARMLESS PROVIDER FROM ANY DIRECT OR THIRD PARTY CLAIM DIRECTLY ARISING FROM CLIENT'S SECURITY BREACHES, MISAPPROPRIATION OF CONFIDENTIAL OR PROPRIETARY INFORMATION, OR NACHA VIOLATIONS, EXCEPT TO THE EXTENT SUCH CLAIM ARISES OUT OF OR RESULTS FROM PROVIDER'S ACTS OR OMISSIONS. IN NO EVENT SHALL PROVIDER INCUR ANY LIABILITY TO CLIENT OR ANY CONSUMER, FOR ANY OMISSION OR INACCURACY IN THE INFORMATION PROVIDED BY CLIENT OR ANY CONSUMER. E. Transaction Controls: In order to properly control transaction activities, Client will: 1. Notify Provider of any material change or anticipated material change in daily dollar activity, and obtain Provider's consent to such change. 2. Allow Provider to use either "net" (proceeds less any returns) or "direct" (ACH debit authority) reversibility recovery methods in regard to curing any payment deficiencies. 3. Allow Provider to suspend payments at its sole discretion should any deficiency fail to be cured in a timely manner, provided that Client shall not be responsible for any liability arising out of or related to such suspension and Provider shall indemnify and hold Client harmless for any liability arising out of or related to such suspension. 25. Security With respect to and under the terms of this Agreement, both parties shall at all times (i) maintain commercially reasonable security standards to protect the confidentiality of the data and individual access credentials used to gain access to the Services; and (ii) notify the other party promptly of any known or suspected security breach. 26. Publicity Subject to the exceptions provided herein, Provider and Client agree that neither Party will use the other's name, affiliates name, service mark or trademark in any connection with promotional, advertising, or other marketing material, or other publicity material concerning the subject matter of this Agreement or the relationship of the Parties hereunder without written consent of the other party, unless otherwise provided in this Agreement. Provider reserves the right to include a "Powered by Provider" graphic or image or similar graphic or image on all web pages hosted by Provider. Size and placement will be mutually agreed upon. Provider may display Client's company's logos, marks and web site images, in sales presentations and demonstrations only, to prospective customers of Provider, provided that Client has approved in advance the specific use by Provider. Client agrees that Provider may issue a press release regarding the execution of this Agreement generally describing the existence of the relationship, provided that Client has approved such press release prior to its publication or issuance, which approval shall not be unreasonably withheld. 27. Survival The following sections will survive the termination of this Agreement: Chargebacks, Fees and Transaction Limitations, Billing Data Loading Service, Limitation of Liability/Disclaimer of Certain Damages/Indemnification, Governing Law, Venue and Attorneys' Fees, Notices and Confidential Information. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. HARBOR PAYMEN S O ORATION By: D_ Printed Name: CITY O)F DENTON, TEXA By: Printed Name: Howard Martin Title: C - c -D - Interim City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: a DIVATA I 01MMA ILI ON% a]" EXHIBIT A COMMERICAL TERMS Description of Service: The Services consist of a full service electronic bill payment solution that provides the ability to pay bills via a website interface designed to be used directly by Client's taxpayers. The Service allows capture of payment transactions by Credit Card and Debit/ATM Cards. Provider will capture the payment transaction information from Client's taxpayers via a web interface. Provider will debit Client's taxpayers accounts for the bill payments, and forward the payments and payment transaction information as directed by Client. The Provider will charge a convenience fee to the Client's taxpayers for all payment types. 2. Functional Details: a. Allow Client's taxpayers, directly, to execute a payment using either a Credit Card or Debit/ATM Card. The convenience fee set forth on Exhibit B will be applied to each such payment. b. The Client will be able to research transaction history and pull reports through a web based Administration Interface. C. A single daily reconciliation file will be provided back to the Client for posting purposes The format of the file will be driven the Client's systems/interface requirements. d. The Services include consolidated reporting for all payment channels and types as new payment channels are added. 3. Exclusivity: The Client agrees that the Services shall be the.exclusive channel for processing Customer payments received through its website. 4. One -Time Set-un: Provider will partner with Client to build the Services, which are described in more detail as an integrated system that allows the Client's taxpayers to make payments through a self-service website. The set-up includes technical integration as described below: 1. Configure the web interfaces for direct taxpayers use. 2. Integrate Billing Harbor application to provide seamless data capture and payment generation. 3. Provide to Client the list of Billing Harbor's standard reports (which includes detailed payment information). 4. Full end -to -end testing. EXHIBIT B — BILLING HARBOR RATES AND FEES FOR ELECTRONIC PAYMENT PROCESSING Tax Payments via Tax Office Service Charge (percentage charged on tax transaction amount) 2.75% Utility Website Convenience Fee (flat amount charged on each transaction) $4.95 Municipal Court Website Convenience Fee (flat amount charged on each transaction) $5.95 Provider is able to offer a convenience fee of 2.75% for tax payments for the Property Tax Internet site. This fee assumes that Client wishes to offer both Credit Card and ACH as payment options. This initial convenience fee for the Utility website and the Municipal Court Website is based on the assumption that the initial average payment amount is approximately $185.00 for the Utility website, and $219.00 for the Municipal Court website. Provider will monitor the average payment amount for both the Utility and Municipal Court websites on a monthly basis and may increase the convenience fee for either website, as follows: i. Provider will monitor the average payment amount for both the Utility and Municipal Court websites for the first sixty (60) days of each successive calendar quarter. If the average payment size for either or both website(s) is more than 10% higher during such period than that when the convenience fee for such website(s) was last set, then Provider and Client shall mutually agree on a revised convenience fee(s) for such website(s), to take effect on the first day of the next calendar quarter. If the parties are unable to reach an agreement on the revised convenience fee for such website(s), either party may terminate this Agreement on the first day of the next calendar quarter. ii. Furthermore, Provider will monitor the average payment amount on a monthly basis for both the Utility and Municipal Court websites: If the average payment amount is ever more than 25% higher during such period than that when the convenience fee was last set, for either or both website(s), then Provider and . Client shall mutually agree on a revised convenience fee for the affected website(s), to take effect on the first day of the next calendar month. If the parties are unable to reach an agreement on the revised convenience fee(s), either party may terminate this Agreement on the first day of the next calendar month. • is Exhibit A Pledgee Agreement To: Federal Reserve Bank of Boston PO Box 2076 02I06-2076Boston MA Attn:Joint Custody Date We, the agree to the terms of Appendix C of your Operating Circular 7, dated August 27, 2001, as it may be amended from time to time with respect to the account on your books designated (account number) We further agree that you may accept securities from the Pledgor as a replacement of, or in substitution for, those securities presently held (please circle one): ❑ with prior approval ❑ without prior approval provided that the replacement or substitution does not reduce the aggregate par amount of securities held in custody for us. (See Operating Circular 7, Appendix C, Section 4.3.) We authorize you to use the following call-back procedure for securities transactions pertaining to this account (please circle one): ❑ three -party call-back ❑ four -party call-back We certify that the individuals listed below may take authoritative action on our behalf with respect to the account, including a direction to release collateral from the account. You may rely on the authority of these individuals with respect to the account until we otherwise notify you. (Print name) (Title) (Signature) (Date) (Telephone) (Print name) (Title) (Signature) (Date) (Telephone) (Print name) (Title) (Signature) (Date) (Telephone) (Print name) (Title) (Signature) (Date) (Telephone) (Print name) (Telephone) (Title) (Signature) (Date) 2 The Undersigned hereby certifies that he/she is the present lawful incumbent of the designated • public office. Pledgee Name of governmental unit Street Address or P.O Box Number State, Zip Code Official Signature Printed Name and Title State of • County of On this _ day of , 200_ before me personally appeared , to me personally (mown or satisfactorily proven, who by me duly sworn, did depose and say that he/she resides at in the City of in the State of that he/she is the [Title) of and that he/she executed this document on behalf of before me. (Signature of Notary) (Print name of Notary) 40 My commission expires on [Date] Exhibit B •-- CJ WACHOVIA A PROPOSAL FOR BANKING SERVICES PRESENTED TO City of Denton, Texas Bid Opening: April 4, 2oo6 COPY Government Banking Relationship Manager Eric Kraft Senior Vice President Government & Institutional Banking Addison, Texas 972-419-3261 Treasury Services Officer Paul Forthman Vice President 5o8o Spectrum Drive Addison, Texas 75001 972-419-3217 10N' , Wachovia Bank, N.A. Commercial Banking Group TX7042 98 San Jacinto Boulevard Suite 850 Austin, TX T8701 • Tel 512 482.4312 Fax 512 482-4310 March 31, 2oo6 WACHOVIA Tom Shaw, Purchasing Agent 901-B Texas St. Denton, Texas 76209 RE: Proposal for Bank Depository Agreement Dear Tom: Wachovia is pleased to provide the City of Denton ("the City') with this Cash Management Services proposal. As the fourth largest bank in the country and a leader in cash management; we provide our customers with products backed by financial strength, leading -edge technology, global processing capabilities and an uncompromising commitment to service excellence. Our dedication to cash management is evidenced by that fact that all ten of our core products rank in the top ten nationally. We have committed extensive resources to Cash Management in capital, equipment, technology and trained personnel -which has resulted in our ranking as the second largest cash management bank in the nation. • The primary goal of the proposal is to provide the City with the most efficient cash management system passible. More specifically, we have focused upon maximizing the use of cash and streamlining your operation for greater efficiencies. Additionally, you will receive a response from Wachovia for merchant services. is With more than s7o million recently invested in continued technological advancements, your relationship team is confident that you will find Wachovia a valuable partner as the realm of financial services continues to evolve. Wachovia believes we offer the following competitive advantages to the City: r. Government Advantage Interest Checking smoothly incorporates the convenience of full -service checking with the opportunity to earn interest on excess funds held in the account. It is fully automated, meaning there is no need to monitor balances. Government Advantage Interest Checking automatically generates interest on all excess funds. 2. Wachovia will allow the district to run all fees related to bank supplies (checks, deposit slips, tamper evident plastic, etc.) through account analysis for soft dollar payment. 1 I Wachovia Bank, NA. • 3. Wachovia will credit the City account analysis for s1,5oo after opening to help defray the cost of moving the bank relationship to Wachovia for bank supplies. In consideration of potential dates for demonstration/presentation to the City's evaluation committee, Wachovia is available the afternoon of April 13's. The following equipment will be needed: internet connection, screen for displaying laptop images. We are confident that the products and services outlined in this proposal will provide you with increased efficiencies that will benefit your personnel in the day- to-day conduct of business. Our proposal and pricing is valid for go days from today's date. Unless otherwise noted in the bid Wachovia Bank is able to provide the services as requested. Sincerely, Eric Kraft Andrew B. Deskins Senior Vice President Senior Vice President 21 Wachovia Bank, NA. Table of Contents • Signed Cover Letter Table of Contents Bid Response Exhibit A - Depository Bank Agreement Exhibit B - Bank Bid Questionnaire Appendix Tab 1- Sample Bank Statement and Account Analysis • Tab 2 - Availability Schedule Tab 3 - Sample Monthly Collateral Report Tab 4 - Sample Safekeeping Agreement Federal Reserve Bank of Boston (Pledgee Agreement) Tab 5 - Sample Wire Transfer Agreement and Information Tab 6 - Sample Lock Box Activity Report and Transmission Specifications Tab 77 Sample Lockbox Agreement Tab 8 - ACH Services and Wachovia @ Work Information 40 Tab 9 - Check Image Services Information and Sample Statement Wachovia Bank, National Association - City of Denton RFP 3482 Page 1 of 2 WIMM Table of Contents Tab io -Wachovia Investment Services Information Tab 11- Sample Safekeeping Agreement and Account Analysis Tab 12 -Transition Schedule Tab 13 - Remote Deposit Capture and DropBox ARC Information and Pricing Tab 14 -Direct Pay and Wachovia Payroll Card Sample Agreement and Pricing Tab 15 -Account Reconcilement and Positive Pay Information and Reports Tab 16 -Data Transmission Information Tab 17 - Wachovia Connection Information Tab 18 -Control Disbursement Information Tab i9 - Wachovia Deposit Agreement Tab 20 - Last Two Quarters Call Reports Tab 21 -Annual Report Wachovia Bank, National Association - City of Denton RFP 3482 Page 2 of 2 • REQUEST FOR PROPOSAL BANK DEPOSITORY SERVICES CITY OF DENTON, TEXAS MARCH 7, 2006 a:1mdm. OPENING DATE: APRIL 4, 2006 Wachovia Bank, National Association - City of Denton RFP 3482 Page 1 of 41 Depository Services RFP Response • 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.m., on April 4, 2006then publicly opened to purchase the following listed items as per bid instructions and specifications. RFP #3482 - REQUEST FOR PROPOSALS 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 76209 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, in 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. SHAW, C.P.M. PURCHASING AGENT This advertisement to run on March 7 and March 14, 2006. 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 -defined limit. The City plans to manage its own investment portfolio. The contract period will be two (2) years beginning June 1, 2006 and ending May 31, 2008, with a provision for a one (1) year continuation up to three (3) additional years under the same terms and conditions of the contract, subject to the mutual agreement of both parties. The contract will also provide for an extension period not to exceed one hundred twenty (120) days for the transition to the new Bank depository. At the outset, the City wishes to communicate the primary objectives of the depository agreement, an important component of the overall treasury and debt management program of the City of Denton: • To seek a Bank that is both capable of providing comprehensive banking services, and willing to be attentive to the City's money matters. Wachovia Bank, National :Association - City of Denton RFP 3482 Page 2 of 41 Depository Services RFP Response • • To maximize the total dollars earned by the City on investment 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 market place. 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 notes in such bidder's proposal form. Bidders will be required, if awarded the depository agreement bid, to execute the documents attached as Exhibits A, 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 76209; FAX 940-349-7302. Wachovia Bank, National Assodation - City of Denton RFP 3482 Page 3 of 41 n U • WNWW Depository Services RFP Response II. CALENDAR OF EVENTS Target Date Description of Events March 6, 2006 Bid sent to all banks located in Denton and those outside the city limits that requested a copy March 6, 2006 Advertise Bank depository notice in local newspaper April 4, 2006 Receive proposals from interested banks April 11-13, 2006 Bank Presentations and Product Demonstrations April 17-21, 2006 Review recommendation with the Investment Committee May 2, 2006 City Council to review Depository Services Proposals May 9, 2006 City Council to award contract June 1, 2006 New Bank depository contract period begins III. CRITERIA FOR EVALUATION A. 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 • Lowest aggregate cost of banking services • Agreement to points outlined in this Bid and Contract WEIGHTED PERCENTAGE 35% 25% 15% • Financial condition & ability to meet collateral requirements • Safekeeping/collateral agreements accepted Wachovia Bank, National -isaociation - City of Denton RFP 3482 15% 10% Page 4 of 41 Depository Services RFP Response • B. In order to be considered, the depository must be a federal or Texas -chartered bank. Each proposal must provide the following information: I. The amount of paid -up capital stock and permanent surplus for the depository. This information is included in the Bank's latest Annual Report, included with this bid package under Tab 21 of the Appendix. 2. Audited financial statements for the most recent reporting year. This information is included in the Bank's latest Annual Report, included with this bid package under Tab 21 of the Appendix 3. A list of the depository officers. This information is included in the Bank's latest Annual Report, included with this bid package under Tab 21 of the Appendix. The City of Denton will have access to a local team, including the following people: Name of Title Phone Fax E-mail (@wactiovia.com) Eric Kraft Relationship Manager 972-419-3261 972-419-3281 Eric.Kraft@wachovia.com Kathleen Relationship Specialist 972-419-3610 972-419-3136 Kathleen.Golden@wachovia.com Golden Paul Treasury Services 972-419-3217 972-419-3237 Paul.Forthman@wachovia.com Forthman Officer Andrew Statewide Government 512-482.4306 512�62 4310 Andrew.Deskins@wachovia.com Desklns Bank n SVP 4. A list of the depository directors. This information is included on the back page of the Bank's latest Annual Report, included with this bid package under Tab 21 of the Appendix. 5. Ratings on outstanding debt. This information is included on the back page of the Bank's latest Annual Report, included with this bid package under Tab 21 of the Appendix. 6. Proposed wire transfer agreement/contract. Please see Tab 5 of the Appendix 7. Sample account analysis and monthly bank statement (must show city requirements IX.B & E). • Please see Tab 1 of the Appendix. Wachovia Bank, National Association - City of Denton RFP 3482 Page 5 of 41 IW Depository Services RFP Response • 8. Availability of funds schedule. Please see Tab 2 of the Appendix 9. Proposed collateral agreement. Please see Tab 4 of the Appendix. 10. Proposed custody/security safekeeping agreement. Please see Tab i i of the Appendix. 11. Any additional contracts or agreements requiring City approval (ACH, Credit Card Processing, Lockbox etc.) Please see Tab 7, Tab 14, and Tab ig of the Appendix. 12. RFP documents including fee schedule. 13, Daylight overdraft policy. The Bank recommends having a limit pre approved for daylight overdrafts that would allow daylight overdrafts up to the limit. Any daylights over the limit would require approval by the Relationship Manager. The limit should be based on your existing experience and we are willing to work with the District to set the appropriate level. We do not charge for daylight overdrafts. Overnight overdrafts are an extension of credit and we can work with the District to set an appropriate line of credit to cover overdrafts. We do not charge for overnight overdrafts as long as it is an occasional occurrence. We encourage prudent use of cash management to avoid overdrafts fees. 14. Reference list of agencies currently using your institution's lock -box services. Please see page 40 of this document. 15. Reference list of agencies currently using your depository services. Please see page 40 of this document. 16. Sample daily lock -box transmission reports. Please see Tab 6 of the Appendix. 17. Sample monthly lock -box activity reports. Please see Tab 6 of the Appendix. 18. Sample monthly and daily credit card activity reports. • Please see Wachovia's response to the Merchant Services Bid. %Vachovia Bank, Nadonal association - City of Denton RFP 1482 Page 6 of 41 NOW Depository Services RFP Response • C. All RFPs must include a completed fee schedule in the form provided. Only the charges listed in Section IV: B. Services and Fees will be acceptable in the monthly account analysis. Once selected as the City's Depository, no additional or increased fees for services in the fee schedule may be charged to the City during the initial two (2) year contract period. An account analysis must be forwarded to the City each month for review. Upon review and any necessary corrections, the City will authorize a debit to its Control Concentration Account. Under most circumstances, the review should be completed in five (5) business days. No interest or other late charge payment shall ever be due. is • D. Services may be modified by mutual agreement. It is expected the range of services described in this RFP will be used for the length of the contract; however, the City may discontinue any service after sixty (60) days written notification to the depository. Services may also be added, with costs of new services to be negotiated at that time. IV. BANK QUESTIONNAIRE The Bank is requested to thoroughly answer the following questions. Additional pages may be appended if space is inadequate. 1. How is the Bank chartered? Wachovia Bank, N.A. is a national bank chartered by the United States. 2. What percent of current loans are classified as non- performing? Less than 1%, as of 12/31/2005. 3. Does the Bank have any significant problems None that would materially impact noted by regulatory agencies in the past twenty-four services under this agreement. A (24) months? If "yes", please explain. description of regulatory matters involving Wachovia Corporation or its subsidiaries is provided in its 2005 Annual Report, included in this bid response. 4. Indicate the Bank's capital to assets ratio for the As of 12/31/2005 10.70% last five (5) years. As of 12/31/2004 11.50% As of 12/31/2003 11.72% As of 12/31/2002 11.80% As of 12/31/2001 11.68% 5. What was the Bank's 2005 return on assets ROA)? 1.30%, as of 12/31/2005. 6. Attach copies of the Bank's most recent FDIC Copies of the most recent 2 FDIC call (UPBR) call reports. reports are included under Tab 20 of the Appendix (only in the original copy of Wachovia's bid response binder.) Otherwise, these documents are available through Investor Relations at www.wachovia.com. 7. Is the Bank a branch bank or will it soon become a Paying and receiving over the counter and branch bank? If so, please indicate which services will be night deposits will be provided at the provided from the Bank's present location and which will branch bank. All other services and be provided from the main Bank. Also, please indicate customer service issues will be handled by service location throughout the proposal where applicable. the City's account team in Addison, at the City's office, or by phone. Wachovia Bank, National Association - City of Denton RFP 3482 Page 7 of 41 • Depository Services RFP Response 8. Please list all service locations in Denton. DENTON FINANCIAL CENTER 1696 SOUTH LOOP 288 DENTON, TX 76205 Phone: (940)69"036 Fax: 940 666.6741 V. ACCOUNT DESCRIPTIONS A. General The City intends to establish the following Bank accounts: Account Name Disbursement Account Depository Account Pay Flex Account Tax Lockbox Account Utility Lockbox Account Concentration Account 4.- Zero-Balance Account Zero -Balance Account Zero -Balance Account Zero -Balance Account Zero -Balance Account Super Now Account 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. Wachovia Bank, National Usodation - Gry of Denton RFP 3482 Page 8 of 41 • UNN Depository Services RFP Response B. Services and Fees Estimated Monthly Fee Chargesl Total Monthly Depository Services Volume Per Unit Charges Account Services FDIC Fee 5,262,614 $0.00 $0.00 Account Maintenance 6 $10.00 $60.00 ZBA Maintenance Master Account 1 $0.00 $0.00 ZBA Maintenance Sub Account 5 $0.00 $0.00 Additional DDA Statement 4 $0.00 $0.00 Banking Center Services Branch Credits Posted Branch Deposit Immediate Verify Branch Deposit Post Verify Night Drop Armored Car Deposit Branch Order Currency Strap Branch Order Coin Roll Branch Deposit in Non Std Bag Commercial Check Cashing Vault Services Vault Deposit Vault Deposit Dollars Vault Deposit Roller Coin Vault Dep Non Std Strap Notes Vault Deposit Std Strap Notes Vault Order Currency Std Strap Vault Standard Orders Vault Order Coin Rolls Vault Order Non Standard Strap Vault Activity Report Faxed Vault Deposit Adjustment Depository Services Credits Posted Dep Checks On Us Dep Checks Clearinghouse Dep Checks Local City Dep Checks Local City Selects Dep Checks Local RCPC Dep Checks Local RCPC Selects Dep Checks Local Selects Other Dep Checks In District City 314 $0.40 $125.60 395 $0.40 $158.00 673 $0.00 $0.00 29 $0.00 $0.00 142 13 6 164 248 10 $106.90 126 5,650 $0.04 $226.00 39 $0.04 $1.56 692 $0.04 $27.68 Wachovia Bank, National Association - City of Denton RFP 3482 Page 9 of 41 U • Depository Services RFP Response Estimated Total Monthly Fee Charges/ Monthly Depository Services Volume Per Unit Charges Depository Services (Continued) Dep Checks in District RCPC Dep Checks IN District Country Dep Checks National Frb City Dep Checks National Frb Other Dep Checks High Dollar Group Dep Checks Encoding Dep Checks MICR Reject Repair Dep Checks Deposit Corrections Dep Return Items Returned Dep Return Redeposit Reclear Disbursement Services Checks/Debits Posted Cont Disb Funding Transfer Checks Photocopy Retrieval Cont Disb Maintenance Cont Disb Checks Paid Commercial Check Cashing Stop Payment Online Ck Svcs Image Maint Online Ck Svcs Image Retrieve Online Ck Svcs Image Retrieve Reconciliation Services Full Recon With POS Pay Maint Full Recon With POS Pay Items Check Exception Return Image Capture Per Item Transaction Image Capture CD ROM Media Fee CD ROM Maintenance CD ROM Check Safekeeping Incoming Trans with Recon ARP Reject Key Entry ARP Manual Key Entry ARP Outgoing Transmission ARP Exception Items 413 $0.04 $16.52 88 $0.04 $3.52 952 $0.04 $38.08 3,742 $0.04 $148.68 30 $0.04 $1.20 31,712 $0.00 $0.00 0 $0.00 $0.00 3 $0.00 $0.00 109 $2.00 $218.00 159 $2.00 $318.00 $1.00 1 $0.00 $0.00 2,813 $0.04 $112.52 1 $0.00 $0.00 203 $0.00 $0.00 2,611 $0.00 $0.00 1 $15.00 1 $0.00 $0.00 2,813 $0.02 $56.26 30 $0.00 $0.00 - $0.00 $0.00 1 $0.00 $0.00 1 $0.00 $0.00 %Vachovia Bank, National association - City of Denton RFP 3482 2 $0.00 $0.00 Page 10 of 41 Depository Services RFP Response • Estimated Monthly Fee Charges/ Total Monthly Depository Services Volume Per Unit Charges Funds Transfer Services On-line Outgoing Wire Electronic Fed Debit S/T Electronic Book Debit S!r One Net Book Transfer Incoming Wire Fed Credit SIr Automated Clearing House One Net ACH Maintenance Net ACH Debit Originated Net ACH Credit Originated ACH Debit Received ACH Addenda Records ACH Return ACH Return Notification Information Services TOG Previous Day BAI Maint is TOG Intraday BAI Maintenance TOG Previous Day BAI Aoct TOG Previous Day SAI Item TOG Intraday BAI Account TOG Intraday BAI Item Securities/Safekeeping Services Coupon (Interest) Payments Maturities Online DepositlWithdrawal Manual Deposit/Withdrawal Holding, Book Entry Holding, Physical Paydown Pledges PurchaselSale, Book Entry Purchase/Sale, Physical Wire Surcharge Non-DDA (Check) Matudbes/Calls Reorgs. (Corporate Actions) Verification Statements Registrations Account Billing Minimum Monthly Charge 2 $35.00 $70.00 1 $0.00 $0.00 1 $0.00 $0.00 5 $50.00 4,549 $0.05 $227.45 4 $40.00 3,245 $0.05 $162.25 10 2 6 1 $2.56 $4.00 $6.75 $18.75 $13.00 $44.00 $18.75 $50.00 $12.00 $31.00 $6.50 $31.25 $31.25 $25.00 Wachovia Bank, National Association - City of Denton RFP 3482 Page 11 of 41 am Depository Services RFP Response • 21. List any other applicable Bank charges: Only the Bank charges listed above and in this section will be acceptable in the monthly lockbox account analysis. Once selected as the City's Depository, no additional or increased fees for these services in the fee schedule may be charged to the City during the initial two (2) year contract period. • 9 WC Plus - Prior Da 1-10 accts $10.00 WC Plus — Current Da 1-10 Accts) $10.00 WC Plus — Prior Day Item $0.05 WC Plus — Current Day Item $0.05 WC Plus - Return Item $0.50 WC Plus On -Line Stop t $10.00 ACH /Misc. Electronic Credits Received $0.40 ACH - Transmission $15.00 Branch — Night Deposit — Disposable Bags $3.00 WC BAI — Current Da — Additional Acet $10.00 WC Book Transfer $3.50 WC—ACH Item Single $1.00 Serial Sort Monthly Maintenance $0.00 Serial Sort Per Item $0.04 Partial Reconciliation Monthly Maintenance $0.00 Partial Reconciliation Per Item $0.04 Remote Deposit Capture (RDQ fin . Fee $20.00 RDC Monthly Maintenance - Location I Includes up to 40 Accts $60.00 RDC Monthly Maintenance - Location 2 to 10 Includes up to 40 Accts $30.00 RDC Per Item 0 — 2,500 $0.15 RDC Per Item 2,501—10,000 $0.13 RDC Image Rejects $0.50 RDC Per IRD Clearing $0.05 RDC Scanner (scans 40 docs/minute, holds 25 checks at a time in the scanner. Includes 3 — yr Maintenance $1,356.00 RDC Scanner (1800 docs/minute, holds 200 checks at a time in the scanner. Maintenance & Ink Jet Extra $3,505.50 Direct Pa —New Install One Time Fee $1,000.00 Direct Pay — New Card Set Up (each — One Time $4.00 Direct Pa — Automated Enrollment $10.00 Direct Pa — Monthly Card Maintenance each $3.00 Direct Pay — See Fee Schedule under Tab 14 in Appendix Additional Fees May Apply DropBox ARC —See Fee Schedule under Tab 13 in Appendix Wachovia Bank, National Association - City of Denton RFP 3482 Page 12 of 41 Depository Services RFP Response • NOTE: 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 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 employees. The Bank would be required to produce bi-weekly payroll transfers furnished by the City in ACH format for the 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 each pay period. State whether the Bank would offer any type of special checking, money market, or loan account for the City employees. Wachovia recommends that the City utilize our WebACHieve service for direct deposit of payroll payments for the City's employees. Wachovia's Internet -based ACH initiation service, WebACHieve, is used to initiate batches of ACH payroll transactions via the Internet. The WebACHieve system offers security levels by user, type of transaction (i.e. CCD, PPD etc), dollar limits by user and secondary levels for approval. WebACHieve requires Internet or private network access and one of the following browsers: . Internet Explorer 5.5 SPz • Internet Explorer 6.0 • Internet Explorer 6.o SPi • Netscape 6.2.3 • Netscape 7.0 To ensure employees have immediate access to their funds on payday, Wachovia recommends that ACH direct deposit items be delivered to the Bank two days prior to settlement date. Wachovia's cutoff time for the receipt of WebACHieve files is 7:00 p.m. CT Monday through Friday. Wachovia does offer an 10:3o am. CT deadline one day prior to settlement for direct deposit of payroll. However, use of this window may result in funds not being posted (immediately available) at the receiving institution by the opening of business on payday. Please see Automated Clearing House Services in Appendix for further details about Wachovia's WebACHieve Service. Our Wachovia At Work program was designed to address the financial requirements of employees at select businesses and government entities such as The City of Denton. This package of financial services offers a consistent, flexible and highly competitive array of products, and also provides members with special status at Wachovia on an ongoing basis. Employees can consider many valuable solutions available with Wachovia at • Work. Interested employees can open accounts with Wachovia to establish a new banking relationship or complement/replace existing accounts with other institutions. Bank Wachovia Bank, National Association - City of Denton RFP 3482 Page 13 of 41 UMM Depository Services RFP Response . personnel will work closely with the City of Denton to ensure employees understand all of the services provided. Depending upon balances maintained in an employee's account, various levels of benefits are made available to them (no monthly maintenance fees, bonus rate on time deposits, free check orders, reduced rates on loans, etc.). Please see Automated Clearing House Services and Wachovia At Work under Tab 8 in the Appendix for further details about these services and programs offered to the City and its 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? Does the Bank have money market funds consisting of treasuries, agencies, prime commercial paper, prime domestic bankers acceptances and collateralized or insured certificates of deposit, that the City could utilize daily as an investment alternative? If so, please explain the fund's parameters and interest earnings history or attach a separate prospectus. Wachovia will provide and assist the City with investment decision -making on its accounts. We are recommending the City utilize our Government Advantage interest checking account, which is our most competitive and secure public fund alternative for demand -based checking accounts. Earnings credit rates and interest earnings are both indexed to the go -day Treasury bill providing an extended yield on daily monies in the accounts. Moreover, each of the accounts is in full compliance with the Public Funds . Investment Act. In addition, Wachovia offers sweep investment services with a variety of investment options available to the City. These investment options include Money Market, Commercial Paper, Repurchase Agreements, Federal Funds, Eurodollar Deposits and Evergreen Money Market Mutual Funds. Please see Investment Services under Tab io in the Appendix for further details about Wachovia's Investment Services, the fund parameters and a twelve-month sweep interest rate history. Optional Bid: Automated Teller Machines (ATM) Note. The City of Denton reserves the right to remove this section from consideration and to award separately. . The Bank will install and maintain ATM units at the following locations: Denton Municipal Complex, 601 E. Hickory Water Works Park, 2400 Long Road The City agrees to furnish a lighted, inside location and sufficient electrical power for each machine installation. • The Bank agrees to provide ATMs at the functionality. The fee for the operation of per month, which can be run through aco activity at the ATM, the Bank r above listed locations with cash removal each machine would be stgoo per machine runt analysis. Additionally, depending on aay be willing to reduce its fee. Wachovia Bank, National Association - City of Denton RFP 3482 Page 14 of 41 Depository Services RFP Response • F. Lockbox Note: The City of Denton reserves the right to remove this section from consideration and award separately. The City desires lock -box services for the purpose of collecting and processing the City's utility and property tax revenues. The City separates utility bill collections and tax collections into (2) divisions because of their unique needs and record keeping constraints. The Utility Lockbox Service is a year-round operation, while the Tax Lockbox Service is seasonal (October 1st -March 3ls) Services and Fees: 1. Lockbox Services Estimated Monthly Volume Fee Charges/ Per Unit Total Monthly Charges $175.00 $350.00 Account Maintenance 2 Image Capture Account Maintenance 2 $250.00 $500.00 • Payments 17,782 $0.16 $2845.12 Multiples 4,502 $0.10 $450.20 Correspondence 109 $0.50 S54.50 Check Image Item 22,284 $0.022 $490.25 Cash Processing 3 $2.50 $7.50 Stop Payment File Rejects 3 $0.75 $2,25 Unprocessable Items 105 $0.12 $12.60 21 $10.00 $210.00 Daily File Transmission (2 per day) (1 for Tax, 1 for Utilities) Daily Image Transmission (1 per day) (Tax Only) Online Image Fees included in Image Capture Maintenance and Image Item (Utility Account Only) 2. List any other applicable Bank charges. Only the lockbox charges listed above and in this section will be acceptable in the monthly lockbox account analysis. Once selected • as the City's Depository, no additional or increased fees for these services in the fee schedule may be charged to the City during the initial two (2) year contract period. Wachovia Bank, National Association - City of Denton RFP 3482 Page 15 of 41 Depository Services RFP Response Daily Image Transmission Maintenance 1 $250.00 $250.00 Daily Image Transmission per item $0.22 De stied Items 17782 $0.04 $711.28 Items Transmitted 17782 $0.0025 $44.45 Secure Document Destruction $0.001 Incoming Overnight Mail $2.50 Deposits Processed 21 $1.00 $21.00 Check And List $0.15 Check Only $0.15 Mark Sense Detection $0.01 PO Box Rental (Annual Fee) $824.00 Stop File Monthly Maintenance $250.00 Document Image Capture per item $0.022 MICR Capture $0.01 Partial Payments $0.02 Custom Programming (per hour) $150.00 3. Bank capability to meet the following requirements must be detailed in the proposal. Please note, all the following requirements must be met for full consideration. Wachovia has more than 4o years of retail lockbox experience, beginning with a • Wachovia predecessor company, First Pennsylvania Bank In February zoo4, Wachovia entered into a strategic alliance with REMITCO, a wholly owned subsidiary of First Data Corporation, to provide back -office retail lockbox processing. REMITCO has been in the retail lockbox business for eight years, and its key managers have held leadership positions within the retail lockbox industry since the early ig8os. Wachovia and REMITCO are committed to providing our retail lockbox clients with specialized payment solutions, superior quality and exemplary service. You can have confidence in the experience, commitment and capabilities of this joint team. Wachovia and REMITCO provide retail lockbox services in Dallas, Texas. Please note, Wachovia has several exceptions to the processing requirements as detailed below. Other than the noted exceptions, Wachovia meets the processing requirements for retail lockbox processing. Additionally, Wachovia may be able to process the tax lockbox under certain parameters. Wachovia can process the tax remittances only if the processing requirements are similar to the utility box What this means is: • the coupon needs to be the same size and format • the envelop needs to be the same and need to be window envelopes • the courtesy amount paid box must be in the same location on both coupons • the scan line can be different but must have an indicator to identify utility vs tax payment Wachovia Bank, National Association - City of Denton RFP 3482 Page 16 of 41 Alml DOMM Depository Services RFP Response • • We can deposit into separate accounts and provide separate transmission and also provide image transmission on the tax box • The provider must obtain two (2) post office boxes: one for utility payments and one for tax payments. • All payments must be processed within 24 hours. • The provider must be capable of retrieving mail from post correspondence, balancing contents, direct deposits to the City's transmitted updates/posting to the City of Denton customer accounts. • The provider must be able to process the following payments: - 1 check, 1 coupon - 1 check, multiple coupons - I check, I spreadsheet with listing of accounts - multiple checks, I coupon - check only - electronic bill payments - credit card payments office, opening all bank account, and We cannot process credit card payments in our retail lockbox operation. Credit card payments are outsorted and forwarded to the City. • • The provider must be capable of accepting monthly billing transmission files from the City to validate each customer account number, occupancy code, owner name, billing address, and billing amount and prepare a transmission file with validated accounts. Unverified accounts must be forwarded to the City daily for further research. Wachovia can accept a file with various data fields but we can only match on the information contained in the OCR scan line. In other words we would not be able validate name and address. • Provider must have the capabilities of converting checks to ACH payments for priority processing. • Provider must be capable of accepting monthly stop payment files which will include a listing of accounts that the City will not accept payments on. • The provider must have the capability to sort out coupons identified for special processing (Plus One Program, Over-65 Exemption, etc). Wachovia can sort out coupons identified for special processing (Plus One Program, Over-65 Exemption, etc, if there is a mark sense notation on the coupon to automate this process. • The provider must provide the City all miscellaneous correspondence received through lock -box (i.e, address changes, payment extension requests, etc), bill stubs/coupons, and • nonprocessable payments within 24 hours. Wachovia Bank, National Association - City of Denton RFP 3482 Page 17 of 41 Depository Services RFP Response • • The provider must submit separate daily and monthly reports, indicating the number of pieces received and the total revenue deposited for both the utilities and tax accounts. Wachovia's retail lockbox reports are on a daily basis, not monthly. • The provider must have the capability to transmit data and images electronically through a billboard or web application, on a daily basis, by 1:00 p.m., in order to expedite cash flow and update customer accounts.. • The provider must designate a dedicated on -site contact person for research and issue resolution. • The provider must provide same day on-line viewing of all check images. Images are available on a next day basis - y:oo am CT. Exception items are available for viewing on a same day basis if identified through a separate que and the City is using Wachovia's Client Decisioning service. • The provider must have the capabilities to return payment envelopes. Payment envelopes can be forwarded to the City. Envelopes will be in a plastic bag as they are dropped from the high speed opening equipment There is a surcharge for this service. • • Provider must be capable of providing daily e-mail reports and on-line detailed viewing of deposit adjustments and returned checks. G. Payment for Services The City intends to pay for all account services provided by the Bank as set forth in Section V. B. 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 account. Please submit a sample of the monthly account analysis statement that will be provided and paid monthly. Please submit a sample of the safekeeping account analysis. Wachovia uses direct debit as a means of payment collection for services provided to the City. The Account Analysis statement includes all items mentioned above, including safekeeping, and is provided monthly to the City. A sample Account Analysis statement is provided under Tab i of the Appendix. H. Collected Funds Definition The City desires to receive same day credit for all funds deposited by 3:00 p.m. 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 availability schedule. Use a separate attachment if necessary. Wachovia offers same -day credit on funds deposited through Wire Transfer and ACH transactions. ACH and Wire Transfer credits are available for investment in the Wachovia Bank, National Association - City of Denton RFP 3482 Page 18 of 41 UM Depository Services RFP Response • overnight sweep investments. For the same -day posting of deposits, deposits should be received in the Wachovia branch by 4:O0 p.m. CT and by 5:00 p.m. CT at the Processing Centers. Cash is available immediately and checks generally take at least 1 business day before they become available. Please see Tab a in the Appendix for a copy of our Availability Schedule. I. SunerNOW Rates 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, 2004. 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 to pay the City a different rate on its Super NOW accounts, indicate that proposal. Government Advantage Interest Checking is a unique, interest -bearing account that uses an earnings credit rate (ECR) to offset fees for services used — then pays interest on additional balances. Here's a summary of how it works: • At the end of each month, the average positive collected balance is calculated. • • Reserve requirements and the balances needed to offset service charges are subtracted from the average positive collected balance to determine if there are excess funds to earn interest, which is called net balance available. is • If the net balance available is positive, interest is calculated and credited to your account. ECR is based on the prior month average of the High Auction Discount Rate for the 13- week T-Bill. Basis for rates: The rates are based on the prior month average of the High Auction Discount Rate for the 13 week t-bill. Rates can be found at http://www.publicdebt.treas.90v/of/ofIL3week2oo6.htm The Chart on the next page shows the rates paid on Government Advantage accounts since January 2004. The Government Advantage rate is based on the prior months average, so you will know the rate paid for the current month by the 5th business day of the current month. Wachom Bank, National Association - City of Denton RFP 3482 Page 19 of 41 40 Depository Services RFP Response MW Fl�M0 mmmm J. Other Services Bank capability to meet the following requirements must be detailed in the proposal. Please note, all the following requirements must be met for full consideration. 1. Point -of -Sale Deposit Services: The City desires services that will offer the latest in check technology that will convert paper checks to electronic transactions at the paint -of -sale to improve cash flow, minimize reconciliation efforts, reduce bank fees, and reduce returned checks. Bank capability to meet the following requirements must be detailed in the proposal. - Must have late deposit cut-off times (8:00 p.m.) and allow for same day credit to the City's Control Concentration Account. - Allows for checks deposits to be processed as image replacement documents, ACH, or both. - Deposit batches must appear as a single credit to the bank statement for reconciliation purposes. - Must be able to scan standard -size checks and payment coupons. - Must have the flexibility to include discretionary data fields for the input of customized information. - Must have reporting capabilities for standardized deposit reports. Images of payments and coupons must be accessible for on-line viewing up to 180 days. • Allows for same day modification to add new user, change authorization levels, and deletion of users. Provide an explanation of services, identify reduction/increase in fees for this service to those identified in Section B. Services and Fees for traditional deposit services, cost of hardware, and cost of implementation and training. Wachovia Bank, National Association - City of Denton RFP 3482 Page 20 of 41 Depository Services RFP Response • Wachovia Bank supports POP check conversion. Through a joint sales alliance with NOVA Information Systems, we provide sophisticated point -of -sale terminals, imaging systems and integrated solutions for customers. We use Hypercom and Verifone Omni terminals complemented by the RDM 6000i imager for stand-alone solutions. We provide integrated solutions including leveraging strategic relationships with IBM and other point -of -sale vendors and specialists to meet the distinctive requirements of each customer. Wachovia provides transaction routing solutions, including the VISA DPS network and ACH origination. The VISA solution provides customers direct access to a bank DDA for electronic check authorization and a stand-in ACH service in the event the DDA is not drawn on a participating (drawee) DDA with the VISA service. You can subscribe to a -check only services or in combination with a traditional merchant services account. If the service is combined, we offer unique settlement options, including integrated settlement and ledger credit to a Wachovia DDA by 9:15 a.m. CT for transactions received by 8 p.m. CT the previous day. Our service includes six processing options and levels of service that can be tailored to individual requirements. Three of these options include check verification and two include payment guarantees. • t. Verification The authorizing agent makes an accept or decline recommendation, based on access to the demand deposit account and/or a third -party risk management database. z. Conversion This service level provides basic electronic check acceptance, without verification or guarantee. Items are converted electronically for settlement with comparable risk to that of paper presentment. 3 Conversion with Verification A paper check can be converted to electronics by sending an authorization message to the drawee bank or the third -party authorizing agent. This authorization request is for the third -party authorizing agent or the drawee bank to verify the probability that the check will be paid based on information available at the time of the request. If the drawee bank is a participant in the program, they will reply with an approval or denial message that may be based on actual account information and may include account status and/or funds availability. 4. Conversion with Guarantee Items processed at the Conversion with Guarantee level will be guaranteed for payment by one of two parties, either the drawee bank if they are a program participant, or a third -party authorizing agent. In effect, you are purchasing • insurance on the check in the event it's returned. The drawee bank will guarantee their items and the third -party authorizing agent will guarantee all checks from nonparticipating institutions. As long as all requirements for accepting items are met Wachovia Bank, National .Association - City of Denton RFP 3482 Page 21 of 41 Depository Services RFP Response • and an approval message is returned, you will virtually eliminate all risk regarding receipt of payment for the check. 5. ECS "Combination" — Conversion Only, Verification + Selective Guarantee This "Combination" service provides guarantee protection only for checks above a "threshold" dollar value, which is determined based on the average check amount handled by the merchant. 6. NSF Processing Our NSF service allows customers to process NSF fees for checks that were processed as a conversion or conversion with verification. In the event the original item is returned as NSF but subsequently paid through electronic representment, the customer can opt to process a state -allowable NSF charge as a PPD ACH. This service enables the customer to collect NSF fees in the electronic environment as they do in the paper environment. Our back -end reporting services provide detail on these types of transactions, including settlement status to the customer settlement account Historical information is accessible through the system for the previous six days. However, if you need book balance, total credit and debit amounts, average book balance and average collected balances, this information is available through our Balance History Report which retains data up to go calendar days in the past • Images are available for 7 years on Wachovia Connection& By downloading information and storing it on your PC, you can retain the information at your discretion. This service accepts standard size checks and payment coupons. Fees for point -of -sale conversion will be included in the Merchant Services proposal provided by Wachovia. 2. Positive Pay. - Must have capabilities to receive daily disbursement file from the City and verify the check number, check amount, and payee name. - Must provide daily e-mail or on-line notification services of daily exceptions Wachovia can receive a daily disbursement file from the City and verify check number, amount and payee name using our Payee Match Positive Pay Service. The City provides Wachovia with payee name along with the usual serial number and dollar amount information. As checks are presented for payment, in addition to matching serial number and dollar amount, the Bank compares payee information on your positive pay file to the payee name on the check. Wachovia's Positive Pay services offer automated reporting and response capabilities using our Internet -based information reporting service, Wachovia Connection& Any • items received that do not match all of the fields within the City s disbursement file information or are not within the stale date parameters established will be presented to the City as exception items through Wachovia Connection& Positive Pay reports are also delivered via Wachovia Connection®. Wachovia Bank, Nadoaal Association - City of Denton RFP 3482 Page 22 of 41 Depository Services RFP Response Please see Tab 15 of the Appendix for additional details on our Positive Pay services. 3. Accounts Pavable/ACH processing. The City desires services that will allow the payment of city liabilities through ACH processing. Please identify the process, costs, and on-line reporting/viewing services associated with this process. Demonstration of ACH on-line services will be required during the Bank Presentations as outlined in section II. - Must have on-line reporting and viewing capabilities - Must be able to submit electronic data for both debits and credits - Must be able to reverse debits and credits Wachovia offers solutions to the through ACH. We recommend initiation service, WebACHieve, transactions via the Internet. The type of transaction (i.e. CCD, PPD approval. WebACHieve requires following browsers: • Internet Explorer 5.5 SP2 • • Internet Explorer 6.o • Internet Explorer 6.o SPl • Netscape 6.2.3 • Netscape 7 City that will allow the payment of City liabilities the City utilize Wachovia's Internet -based ACH to initiate batches of ACH debit and credit WebACHieve system offers security levels by user, etc), dollar limits by user and secondary levels for Internet or private network access and one of the For reporting needs, several printed reports are available and samples can be provided to The City upon request. An ACH Export feature is available that allows the City to export data from the WebACHieve database in a comma -separated or tab -separated format. Please refer to Section B, Services and Fees, Automated Clearing House for the WebACHieve fees associated with this service. Additional details on our WebACHieve Service is provided under Tab 8 in Appendix, Automated Clearing House Services. Wachovia welcomes the opportunity to provide a demonstration of our WebACHieve Service during Bank Presentations. 4. Depository Services Requirements. Bank capability to meet the following requirements must be detailed in the proposal. Please note, all the following requirements must be met for full consideration. O- Bank Statements must be available on the 5thworking day. Bank statements showing overall monthly account activity are mailed within five (5) business days after the statement cutoff date. Wachovia Bank, National Association - City of Denton RFP 3482 Page 23 of 41 ALI UMIN Depository Services RFP Response • The City can also retrieve account statement information through Wachovia Connection® the day following the statement cutoff date. These reports provide detailed, historical account information that reflect beginning book balance, description of each item, amount of each item and an ending book balance. - Wire Transfers detailed information must be noted on the bank statement and accessible through on-line reporting services. Wire Transfer information is noted on Wachovia's bank statement. Real-time information is available on incoming and outgoing wire transfer requests via Wachovia Connection® our Internet -based information reporting system. The City can also receive real-time proactive a -mails to any e-mail addressable device alerting them about key incoming or outgoing wires. Wachovia provides current -day wire reports that contain the following detailed information: • control number • Fed reference number • amount, originator or beneficiary • time received or released • • sending or receiving bank information • payment information - ACH detailed information must be noted on the bank statement and accessible through on- line reporting services. ACH transaction information is noted on Wachovia's bank statement. The City can retrieve detailed ACH transaction information through Wachovia Connection®. Information is available at a summary or detail level. ACH information provided on current -day reports includes: Amount, Effective Date, Originating Company Name, Originating Company ID, Originating Bank, Receiving Company Name, Standard Entry Class and Original and Current Trace Numbers. ACH information provided on previous -day reports includes: Amount, Effective Date, Originating Company Name, Originating Company ID, Standard Entry Class and Trace Numbers. - Credit Card Merchant ID's must be noted for deposits, adjustments, and chargebacks on the bank statement and accessible through on-line reporting services. . Credit Card Merchant ID's are noted for deposits, adjustments, and chargebacks on Wachovia's bank statement. The City can retrieve Credit Card Merchant ID's for deposits, adjustments, and Wachovia Bank, Natioaal Association - City of Denton RFP 3482 Page 24 of 41 Depository Services RFP Response • chargebacks on-line through Wachovia Connection® `s previous and current day reporting. - Deposit Slips must be serialized and must provide location identification numbers. With Wachovia's Deposit Reconcilement Service deposit tickets can contain an auxiliary MICR field for location identifiers. The MICR field is io digits long and the location identifier can use up to eight of the io digits to assist you in tracking deposits by location. - Deposits must include the serialized numbers and location identifications on the bank statements and on-line reporting services. With Wachovia s Deposit Reconcilement Service, deposit locations are identified on bank statements, deposit reconciliation reports, and are also available on-line through previous day reporting via Wachovia Connection®. All deposit adjustments, returned checks, etc. noted on the bank statement and on-line reporting services must include original deposit information (serialized deposit slip number and location identification). • Wachovia provides the original deposit information on all deposit adjustments, returned checks, etc. as noted on the bank statement. The information provided for deposit adjustments includes the adjustment amount, location number, deposit amount, deposit date and the description of adjustment on all deposit adjustments. - Must receive daily notification of all ACH rejects, returned checks, deposit adjustments, etc by fax, e-mail, and on-line notification services. Wachovia Connection® provides fast and convenient on-line access daily to detailed information on returned debit and credit items and any deposit adjustment made to the City's accounts. Information is consolidated to include ACH and paper items in an easy to read format. This report also includes ACH notifications of change (NOC). - Must receive reconciliation files electronically Wachovia can accommodate reconciliation file delivery via direct transmission (dedicated lines and dial -up), Value Added Network (VAN), Virtual Private Network (VPN) and Internet capabilities, including Web Page, FPP/PGP and Secure FTP Client. 5. 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. • In addition to the services addressed within this proposal, the following services may be of benefit to the City of Denton. Additional information and pricing on these services is included in the Appendix and on the following pages. Wachovia Bank, National Assodadon - Gty of Denton RFP 3482 Page 25 of 41 IMMM Depository Services RFP Response • • Remote Deposit Capture (RDC) - See Tab 13 of the Appendix • DropBox ARC - See Tab 13 of the Appendix • Direct Pay, Wachovia's Payroll Card - See Tab 14 of the Appendix Remote Deposit Capture(RDC) Services Wachovia's Remote Deposit Capture Service will provide the City with the ability to turn paper checks into images, prepare an electronic deposit and submit the transmission(s) from a remote location, for deposit into a consolidated account at Wachovia. With a small desktop scanner, a PC, an Internet connection and Wachovia's Remote Deposit Capture software, the City can speed the delivery of check deposits by eliminating manual deposit ticket preparation, check list and the trips to the bank to deposit checks. The Wachovia Advantage Our service offers the City a turnkey solution equipped with courtesy and legal amount recognition (CAR/LAR) allowing you to: • Capture the front and back image of each check with one pass. • Properly endorse each item during the scanner capture pass. • Automatically prepare your deposit and verify image quality before your • transmission is sent. • Securely transmit your daily check deposits to the Bank. Transmissions can be sent 24/7• is • Provide account posting information for input to your receivables system How Remote Desktop Capture Works • Your local office creates an electronic deposit by scanning each check — using Wachovia's software and a desktop scanner. • You balance the deposit dollar amount to the sum of the scanned checks. • The deposit is then electronically transmitted to Wachovia through a secure Internet transfer. You receive an acknowledgment of the deposit when received by Wachovia. • Once image quality and account numbers have been verified, Wachovia determines the appropriate clearing channel for each check image — image exchange or image of substitute checks — and then assigns float and posts the deposit to your account. To receive same -day ledger credit on deposits, The City can transmit deposits up until 6:oo p.m. CST. Wachovia Bank, National Association - City of Dmton RFP 3482 Page 26 of 41 Depository Services RFP Response • DropBox ARC Dropbox ARC is a fast, easy, inexpensive and secure way to convert paper dropbox checks to ACH debits: Features • Each transaction is entered into the Dropbox ARC database and is viewable on line for two (z) years. • Return items automatically flow back to your account; they can be automatically redeposited or reviewed first and then redeposited. • Reports (customizable, could require custom programming) • Automatic updating of A/R is possible Speed • Ease • Paper checks can be immediately converted to electronic transactions and processed through the banking system the same day. • Money is moved through the ACH with funds automatically credited the next business day to your account. • Dropbox ARC provides rapid electronic notification of returned items. Returns come back at the speed of ACH and not at the speed of paper, usually within 24 to 48 hours. • All money is automatically credited to your company s bank account at Wachovia without a need to open new accounts or change banking relationships. • It can be set up within days and requires no systems development. Dropbox ARC runs on the Internet so there is no need to deploy or update customer software. Only requirements are Windows 2000 or higher, Netscape Navigator or Internet Explorer 4.o or higher, and high speed internet access (ISDN or DSL). An RDM scanner/imager is also required. • You can specify the maximum dollar size and frequency of a transaction to minimize errors. Low cost • It is a turnkey system with no systems development • There is no complex setup process or lengthy training. • Dropbox ARC eliminates the cost of going to the bank with a daily deposit Security • Money can be sent only to authorized receivers and bank accounts. • All Internet sessions are secured so data is not exposed. • Banking information is validated against BankSerds proprietary databases • and other third -party databases. • Scanning a MICR line is easy. However, only an expert in electronic payments can convert the MICR line to an ACH transaction that will post accurately. • Dropbox ARC is compliant with the rules established by NACHA. Wachovia Sank, National Association - City of Denton RFP 3482 Page 27 of 41 • Input Depository Services RFP Response MICR line information is scanned (i.e. Originator's ABA, Account Number, Check Number) Dollar Amount is the only REQUIRED manual input Other input fields are available and customizable, but not required for processing (useful for reports and A/R updating) Restrictions • Personal checks only, no Commercial checks or Money Orders • Must destroy checks within 14 days of settlement date • Notification must be provided to the consumer prior to each payment Direct Pay, Wachovia's Payroll Card Direct deposit is one of the most effective and efficient ways to reduce your payroll expenses. Wachovia Direct Pay ® is a Visa -branded pre -paid debit card product that allows you to deposit your employees' net pay via ACH. Your employees can then access their funds at ATM and point -of -sale facilities using a payroll card. • How You Can Benefit Reduced Payroll Administration Expenses — Reduce check issuance, processing and handling costs as well as the costs associated with express -mailing checks. • • Reduced Check Fraud — The federal government estimates that more than four million paychecks are lost or stolen each year. And FBI studies show that 2,000 fraudulent checks are cashed each day in the United States. • Increased Participation in Payroll Direct Deposit — Especially for those who do not qualify or want a traditional checking account. • Increased Productivity— No need for your employees to take long lunch breaks to stand in line at a bank branch on payday, and they no longer have to walk around carrying the entire check amount. Plus, the money is available to access even when your employees are on vacation on payday. • Additional Employee Benefit — Direct Pay gives your employees a convenient way to securely access their pay 24 hours a day, seven days a week Wachovia Bank, National Association - City of Denton RFP 3482 Page 28 of 41 Ajul Somm Depository Services RFP Response • The Wachovia Advantage • Two Ways to Receive Statements — Direct Pay statements are delivered via the mail, but cardholders can opt to receive their statements online. • Vast Visa Debit Merchant System — Direct Pay is accepted at over 1.2 million locations worldwide. There are also over 800,000 ATMs in the Visa Plus network. • Easy Access — Cardholders can access account information 24 hours a day via the Web, by speaking directly to a customer service agent or via Interactive Voice Response (IVR). • Management Reports —You have access to reports that allows you to track the success of your direct deposit campaigns, as well as other statistics and card portfolio information. VI. SAFEKEEPING/COLLATERAL REQUIREMENTS A. Securities Pledged • As security for the deposits of the City of Denton, the Bank shall pledge to the City securities equal to the largest total ledger balances the City of Denton maintains in the Bank. Certificates of deposit and other evidences of deposit shall be collateralized at 102% of market Arith/by U.S. Treasury Bills, Notes, and Bonds or any other securities approved by the Chief Financial Officer with a remaining maturity of five years or less. 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. Additionally, U.S. Treasury securities shall be the primary securities accepted as collateral. Wachovia agrees to collateralize roe% of the City's deposits with U.S. Treasury Bills. However, the securities may or may not have remaining maturities of five years or less. The Bank is not presently able to monitor the securities in order to make representations to this effect. The City is required to notify the Bank of any unusual or large deposits by i i-ooarn CST in order to insure appropriate collateral coverage. B. Collateral Substitutions 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 City Manager, the Assistant City Manger, or Chief Financial Officer, or his designated representative. In the case of • 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 & Poors Corporation. Wachovia Bank, National Association - City of Denton RFP 3482 Page 29 of 41 NOWN Depository Services RFP Response • C. Custodian of Collateral Securities pledged as collateral must be retained by a third party custodian, that is, a subscriber to the Fed Security Wire, and held in joint safekeeping for the Depository and the City, The custodian must be approved by the City and be: • a state or national bank domiciled in Texas, • a federal home loan bank, or • a Federal Reserve Bank or branch of a Federal Reserve Bank. The City shall be provided the original safekeeping receipt on each pledged security which will be filed with the Chief Financial Officer of the City of Denton. Written release by the City is required for all releases or substitutions of pledged accounts. The securities pledged as collateral will be retained by the Federal Reserve Bank of Boston. D. Reporting Requirements 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, Chief Financial Officer, 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 5,n of each month. r1 LA Total pledged securities itemized by: • Name • Type/Description/Cusip Number • Paz Value • Current Market Value • Maturity Date • Moody's or Standard & Poors Rating (both, if available) Wachovia can provide a monthly collateral report that will have a recap of the daily aggregate bank balances compared to the Market Value of the collateral Pledged. If the City requires the details of the collateral by individual security, that will be available from the 3rd Party Custody Agent (Federal Reserve Bank —Boston). The Federal Reserve does not provide ratings or Market Values. Wachovia will provide Market Values on an aggregate basis but not on an individual security basis. Please see a sample of the monthly collateral report that the City will receive from the bank under Tab 3 of the Appendix. Wachovia Bank, National association - City of Denton RFP 3482 Page 30 of 41 Depository Services RFP Response • E. Eligible Securities The following investment securities are approved for collateral: 1. United States Treasury notes, bills or bonds or obligations fully and unconditionally guaranteed as to principal and interest by the full faith and credit of the United States; 2. Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation or Federal National Mortgage Association; and 3. FDIC coverage. The City will not allow Goverment National Mortgage Association securities or any other asset backed/pooled type securities as collateral. These items constitute the only acceptable means of collateralizing the City's deposits. The securities must be held in safekeeping by a 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. F. Safekeeping Requirements 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 Chief Financial Officer 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: $25 ner month. 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 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. Please see Tab ii in the Appendix for a copy of the safekeeping agreement. G. Maximum Amount Offered . 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 51,000,000 minimum requirement. si%000,000.00 above the required st,000.000.00. %Vachovia Bank, National Association - City of Denton RFP 3482 Page 31 of 41 Depository Services RFP Response • H. 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. I. Safekeeping/Wire Services Bank capability to meet the following requirements must be detailed in the proposal. Please note, all the following requirements must be met for full consideration. - The Depository may act as transfer agent for some or all security transactions undertaken by the City. All transfers made shall be executed delivery versus payment, (i.e. payment shall not be made until the security is received). - The Depository must have the capability of executing on behalf of the City: physical; DTC; and Federal book entry security purchases and sales through the Federal Reserve Bank or a New York correspondent bank. - The City requires that security purchase and sale instructions be transmitted to the Depository through a web -based application (on-line). - The City also requires the ability to review the status of security transactions on-line. • - Controls for securities clearance will be established by mutual agreement. Please enclose a proposed security clearance/custody agreement with your RFP. Please see Tab it in the Appendix. - Safekeeping confirmation of all City security transactions will be issued and mailed to the City within two business days of settlement and must be available on a web -based application for exporting/downloading. - Written communication of all security call and put option notices will also be e-mailed or faxed to the City as soon as the Depository receives the notice. - A monthly report listing all City securities held in safekeeping will be mailed to the City within seven working days of the end of each month. The report must be available on a web - based application for exporting/downloading. Interest Rates Paid — Certificates of Deposit The City may choose to invest in the certificates of deposit in the depository Bank or any other eligible financial institution. The depository Bank agrees to accept time 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. K. 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 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. Wachovia Bank, National Association - City of Denton RFP 3482 Page 32 of 41 Aju Depository Services RFP Response • VII. 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. Terms Should an overdraft occur in the aggregate, the following stipulation shall apply: i . The maximum number of days the overdraft will be allowed is z days. 2. The maximum amount of the net overdraft to be allowed will be s2.0oo.000.00 (two million dollarsl. 3. The interest rate charged for overdrafts will be Wachovia's Prime Rate per annum computed on the actual day basis. • VIII. INFORMATION SERVICES A. Account Reconciliation The City will process its own reconciliation for its accounts but requires data as follows: 1. Monthly statements on all accounts showing overall activity shall be mailed within five (5) working days after the close of the calendar month. Statements shall include deposits made on the last day of the period. The accompanying checks shall be arranged in ascending numerical order for the Control Concentration Account which will include operating checks and payroll checks. All other account statements should include debit/credit advices which the City will be responsible for placing in numerical order. The City requires a report reflecting all items paid in serial number sequence, which is balanced to the Bank statement (partial account reconciliation). (Please provide a sample monthly statement with your RFP). Please see Tab 15 of the Appendix for a sample monthly statement. Bank statements showing overall monthly account activity are mailed within five (5) business days after the statement cutoff date. Through Wachovia's Serial Sort service, the Control Concentration Account checks • are sorted by serial number in ascending number order. At the end of the City's statement period, paid checks and accounts debits are balanced to the City's bank statement through Wachovia's Paid Only Reconcilement Service. Hard copy reports are printed listing checks in serial -number or paid date Wtichovia Bank, National Association - City of Denton RFP 3482 Page 33 of 41 Depository Services RFP Response • order and showing miscellaneous debits/credits and adjustments. Bank statements and Paid Only Reconcilement reports are also available to be viewed and/or downloaded through our Account Reconcilement web -based reporting service ARPWebAccess. Please refer to Tab 15 of the Appendix for additional details on our Paid Only Reconciliation and ARPWebAccess services. Sample reports and a sample bank statement can be found under Tab i of the Appendix. 2. The Depository shall also provide the City with a computer file of the transactions for each account. The file is to be transmitted by modem, tape/disk, or e-mail. Requirements for the file will be provided at a later date. A computer printout of all activities should accompany the computer file. Each debit or credit item, other than checks, deposits, or wire transfers, shall be supported by a written explanation identifying such item. Wachovia can provide an electronic transmission of the City's account transaction information through our Data Transmission Service. Information can be sent to the City at any time of the day or night and an e-mail notification is used to notify the City when a transmission is ready to be retrieved from Wachovia's file bank. This transmitted data can then be downloaded from and uploaded to your systems. • Please refer to Tab 16 of the Appendix for further details about our Data Transmission Services. B. Check Safekeeping Service All paid checks shall be returned to the City monthly along with the monthly statement. In addition to the return of the checks, all checks shall be captured monthly on a compact disk (2 copies) and sent to the City. This process should allow the City to search for cleared checks and print the image of a cleared check. The checks returned in the monthly statement do not require sorting, as long as the compact disk images are available. Please include any software cost associated with this service in the fee schedule section. The City may require a demonstration by the Depository of this service. Paid checks can be returned to the City monthly with the bank statements. All of the City's paid checks are captured and stored in our image archive for seven years. Wachovia's Check Image Services can provide the City with check images monthly via CD ROM. In addition, this service provides the software to manage the CD ROMs. Please refer to Section B. Services and Fees, Disbursement Services for the fees associated with our Check Image Services and see Tab 9 of the Appendix for detailed • information about our Check Image Services. Wachovia welcomes the opportunity to provide a demonstration of our Check Image CD ROM Service during Bank Presentations. Wachovis Bank, National Association - City of Denton RFP 3482 Page 34 of 41 WOW Depository Services RFP Response IX. OTHER STIPULATIONS A. Rzulation Notices 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. B. Wire Transfers The City shall submit all outgoing wire transfers to the Depository according to its published cutoff times established for current customers. The Depository shall maintain wire transfer facilities to the Federal Reserve Bank for investment purchases or sales and other transactions with financial institutions. Written confirmation of such transactions will be provided to the City and a duplicate copy of the debit or credit shall be furnished to the City within twenty- four (24) hours. Notification to the City of incoming wire transfers or problems with outgoing wire transfers shall be made within one (1) hour of the transaction. The City requires that all outgoing wire transfers be released within one hour. In addition, all wire transfers (both incoming and outgoing) must be properly noted on the • bank statement. (i.e., Wire Transfer- State Comptroller). Transaction information is provided on the bank statement, as shown on sample bank statement under Tab 1 of the Appendix. Additional comprehensive transaction detail is available online through Wachovia Connection. This can be demonstrated for the City upon request. The Chief Financial Officer or the Treasury & Tax Manager will authorize all wire transfers on behalf of the City. In the event of computer problems or other unexpected dificulties, the Depository shall use whatever means necessary to ensure that the City's outgoing wire transfers are completed on the date specified through City initiated instructions. C. Debit and Credit Adiustments The City requires that, a copy of all debit and credit adjustments be faxed or emailed to the Controller with supporting documentation, as the entries are made throughout each month. The documentation must include reference to the original deposit slip number and location identifier. The City's monthly statement should also include a copy of all debit and credit adjustments. Adjustments should include descriptions, dates, and amounts in order for the City to properly adjust its books. The City shall not be responsible for the cost of credit and debit adjustments necessitated by Bank. D. Account Balances • The Bank shall have a means of contacting the City prior to 9:00 a.m. each business day to give the ending ledger balances for all accounts from the previous working day. Wachovia Bank, National association - City of Denton RFP 3482 Page 35 of 41 MW NOW Depository Services RFP Response • E. Bank Statements Bank statements or statement activity shall be rendered by the fifth 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. In addition, the City requires that all transactions (customer deposits, credit card deposits, charge backs) must be noted with a location name or unique identifiable number on the bank statements. Although the sample statement provided under Tab I of the Appendix does not show this transaction detail for deposits, it is available with use of deposit reconcilement location identifiers. Additional comprehensive transaction detail is available through Wachovia Connection. F. Right to Audit Records The Banks' 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. G. Financial Reports • 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. Please see Tab zo in the Appendix of the original bid response binder for a copy of the last z call reports. Otherwise, this information can be found at www.wachovia.com. Please see Tab 21 of the Appendix for a copy of the annual financial statement. H. Investment Extension Period 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 ninety (90) days. 1. Bank 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 -bid for City's depository services. J. Research Requests • The City requests that all research requests be turned around within three (3) business days of the request. Wachovm Bank, National Assoaation - City of Denton RFP 3482 Page 36 of 41 Depository Services RFP Response • K. Returned Items All checks deposited by the City that do not clear the first time, should be submitted a second time before returning them to the City. Returned checks that do not clear on the second attempt shall be returned to the City within two (2) business days. The City shall receive same day telephone or e-mail notification of all return items in excess of $5,000. Wachovia has a flexible return instruction application that allows customization of return procedures. Procedures can include resubmitting the returned check for payment before charging it against the depository account or charging the return to an alternate account. Other special handling options include: • Photocopy of the return item • Delivery to multiple locations • Capture of additional information from memo field of check • Special mailing and delivery methods • Fax notification L. Transition Schedule Please provide a schedule documenting the transition of transferring the City's banking services from the current Depository to your institution. • Please see Tab 12 of the Appendix for a copy of the Transition Schedule. X. PROPOSAL INSTRUCTIONS A. Date, 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.m., April 4, 2006 to the attention of: Tom Shaw Purchasing Agent 901-B Texas St. Denton, Texas 76209 NO PROPOSAL WILL BE RECE IVED AFTER 2:00 P.M. A. Response to the Bid 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. Wachovia Bank, National Association - City of Denton RFP 3482 Page 37 of 41 UNIN Depository Services RFP Response • B. Additional Information 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, any and all which may be used in forming a recommendation. If the City decides that it would like to see a presentation and demonstration of Wachovia capabilities, our team is available to do so on Thursday, April 13, 2oo6, at z:oopm or later. We would be happy to make adjustments to our schedule if this time is not available. An Internet connection and projection screen would be useful for the presentation and demonstration as well. C. Right to Reject Bids The City reserves the right to reject any and all proposals. XI. 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. B. City Council Action The final appointment of a depository Bank will be made by City Council of the City of Denton. C. Bid Advertisement This Bid will be duly advertised and is being offered 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. • XII. SUBMISSION CHECK A. `Bid" with fill -in -the -blank format. Please note, all of the requirements/information requested in this proposal must be met for full consideration. Wachovia Bank, National Association - City of Denton RFP 3482 Page 38 of 41 Depository Services RFP Response • B. Sample bank statement (must show city requirements rX B & E). Although the sample statement provided under Tab 1 of the Appendix does not show this transaction detail for deposits, it is available with use of deposit reconcilement location identifiers. Additional comprehensive transaction detail is available through Wachovia Connection. C. Availability of funds schedule. Please see Tab 2 of the Appendix. D. Money Market Fund prospectus if applicable. Not Applicable. E. Sample monthly collateral report. Please see Tab 3 of the Appendix. F. Sample safekeeping agreement with the Federal Reserve Bank for collateral. Please see Tab 4 of the Appendix. • G. Sample safekeeping agreement with Depository Bank for the City's investment securities. Please see Tab 11 of the Appendix. H. Sample controlled disbursement agreement. Please see Tab 19 of the Appendix. This agreement is included in Wachovin's Depository Agreement. I. Sample wire agreement. Please see Tab 5 of the Appendix. J. Sample stop payment agreement. Please see Tab 19 of the Appendix. This agreement is included in Wachovia's Depository Agreement. K. Sample account analysis statement. Please see Tab 1 of the Appendix. is L. Annual financial statement of the Bank along with the last two quarterly FDIC call reports Please see Tab 20 in the Appendix of the original bid response binder for a copy of the last 2 call reports. Otherwise, this information can be found at www.wachovia.com. Wachovia Bank, National Association - City of Denton RFP 3482 Page 39 of 41 Depository Services RFP Response • Please see Tab 21 of the appendix for a copy of the annual financial statement. M. Reference list of agencies currently using your institutions lock -box services. City of Hollywood Florida Ms. Doreen Lam Dept. of Finance P. O. Box 229045 Hollywood, FL 33022-9045 (954)921-3232 City of Boca Raton Carol Himes, Treasury Manager 201 W. Palmetto Pk. Rd. Boca Raton, FL 33432 (561) 393-7833 City of Reading Ryan Hottenstein, Finance Director 815 Washington St. Reading, PA rg6or (61o)655-6401 • N. Reference list of agencies currently using your bank depository services City of Norwalk, Connecticut — pop. approx. 83,000 Frederic Gilden Comptroller 125 East Ave. Norwalk, CT o6856-5125 203-854-7711 City of Marietta, Georgia — pop. approx. 59,000 Ms. Beth Keller Treasury Manager 205 Lawrence Street Marietta, GA 30060 770-794-5548 Email: ekeller(a)mariettaga.gov City of New Haven, Connecticut — pop. approx. 124,000 Helen Pertesis Treasurer 200 Orange Street • New Haven, CT o6510 203-946-6700 Wachovia Bank, National Association - City of Denton RFP 3482 Page 40 of 41 4661.1 NOWN Depository Services RFP Response • O. Reference list of agencies currently using your credit card services This information will be provided in the Bank's response to the City's Request for Best Value Bids for Merchant Services, Bid # 3490- P. Sample daily lock -box transmission reports. Please see Tab 6 of the Appendix. Q. Sample monthly lock -box activity reports. Please see Tab 6 of the Appendix. R. Transition schedule Please see Tab 12 of the Appendix. S. A demonstration of all on-line and desktop depository services as outlined in this bid will be required during the bank presentations noted in section II. Calendar of Events. If the City decides that it would like to see a presentation and demonstration of Wachovia capabilities, our team is available to do so on Thursday, April 13, 2006, at 2.00pm or later. • We would be happy to make adjustments to our schedule if this time is not available. An Internet connection and projection screen would be useful for the presentation and demonstration as well. • T. Complete Exhibit B, Bank Bid Questionnaire. Wachovia Bank, National Assodadon - City of Dmton RFP 3482 Page 41 of 41 rW— 1tt m • STATE OF TEXAS § COUNTY OF DENTON § DEPOSITORY SERVICES CONTRACT ARTICLE 1. SELECTION AND TERM hereinafter referred to as "Depository" at Denton, 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. Gov't Code Ch. 105, Tex. Loc. Gov't Code §131.903, Tex. Tax Code §6.09, and all other applicable laws, 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 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 June 1, 2006 and ending May 31, 2008. Provided, however, that this Contract may be extended for up to three additional one-year terms at the request of the Depository and upon the approval of and sole discretion of the City through its City Council. Depository also agrees that the City shall have up to 90 days from the date the City Council designates it as the City's depository to transfer all municipal funds covered by this Contract from its current depository to Depository. Under no circumstances shall the term of this Contract extend beyond May 31, 2011 or the maximum term allowed by law. It may be sooner terminated by Depository's failure to adhere to all requirements of this Contract. • ARTICLE 2. OBLIGATIONS OF DEPOSITORY A. The Depository shall pledge to the City and deposit in safekeeping and trust with another bank acceptable to the City approved security as defined or referred to in Tex. Loc. Gov't Code §105.031, et. seq. and the Collateral for Public Funds Act, Chapter Act, Chapter 2257 of the Texas Government Code, in an amount of market value sufficiently adequate to protect all funds of City on deposit with Depository during the term of this Contract, but not less than that required by Tex. Loc. Gov't Code Ch. 105, Tex. Gov't Code §2257.022, the City's Investment Policy, and all other applicable laws. 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 interest, are to be fully collateralized in accordance with the above terms. Depository will be responsible for determining 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 applicable laws. Pledged securities will be listed as an addendum to the Depository Contract in Exhibit "A". Pledged securities will be held by the Federal Home Loan Bank in joint custody with the City and the Depository. Provided further that: 1 The approved securities shall be of the kind defined or referred to in Tex. Loc. Gov't Code § 105.031 and Chapter 2257 of the Texas Government Code 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. 2 The conditions of the pledge of approved securities required by this Contract are that 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 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 any time deposit or certificate of deposit of City in Depository upon maturity or after the period of notice 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 funds the City then has on deposit with Depository. 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 obligations 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 foregoing Depository shall have the right, with the consent 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 application attached hereto. To the extent of conflict, if any there be, between this Contract and the application, Exhibit'B", and any of the attached exhibits, the terms of this Contract shall control. Nothing in the terms and conditions of the application (Exhibit'B"), including without limitation, any indemnity or venue clauses, shall control or reduce the obligations of Depository under this Contract, it being the intent of the parties that the terms of this Contract shall control and be binding over any conflicting provision in the exhibits. All conflicts in the exhibits shall be resolved in accordance with Article 2 A.10 of this Contract. 5 Upon execution, Depository shall immediately Punish 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. City shall promptly furnish 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 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 title to all approved securities pledged pursuant to this Depository Contract in City. 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 Wachovia has added a comma to the first sentence of this section for clarification. Specifically, "the City hereby designates Depository,". Depository agrees that it will act, and the City hereby designates Depository, as its primary depository, 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 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, Chapter 2256, §2256.001- 2256.104 of the Texas Government Code (V.A.T.C.S.); the City Charter and 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 -mentioned laws, that the City shall remain at maximum flexibility to invest its funds prudently 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 professional banking services as an independent contractor for the charges as set forth in the Depository's application dated , which application 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 application attached hereto as Exhibit "B'; and the City's Request for Applications for the Performance of Depository Services, which is attached hereto as Exhibit "C" and made a part of this Contract 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 as follows: First, this Depository Contract controls over all exhibits; second, Exhibit "A" controls over Exhibits "B" and "C"; third, Exhibit "C" controls over Exhibits "B". 11 Depository shall (a) keep the municipal funds covered by this Contract, (b) perform the duties and obligations imposed on the Depository by law and under this Contract, (c) pay on presentation all checks drawn and personally payable on a demand deposit account with the Depository, (d) pay all transfers properly payable as directed by the designated employee or officer chosen by the city, (e) provide and maintain security at the level required by Tex. Gov't Code Ch. 2257, and (f) account for municipal funds as required by law. B. Wachovia believes this section is no longer necessary and suggests that it be removed. Depository warrants that each computer, hardware, software, and firmware product or equipment utilized by Depository to deliver financial and depository services under this Contract shall be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, including leap year calculations, when used in accordance with the product documentation provided by Depository, provided that all other interfaces (e.g., hardware, software, firmware) used in • combination with such product properly exchange data with it. If this Contract requires that the Depository's equipment or products must perform as a system in accordance with the foregoing warranty, then that warranty shall apply to Depository's products and equipment as a system. The duration of this warranty and the remedies available to the City for breach of this warranty shall be as defined in, and subject to, the terms and limitations of Depository's standard commercial warranty or warranties contained in the contract(s), provided that, notwithstanding any provision to the contrary in such commercial warranty or warranties, the remedies available to City under this warranty shall include repair or replacement of any Depository -utilized product or equipment whose non-compliance is discovered and made known to Depository in writing and Depository, in accordance with Article 6 hereof, shall indemnify City against losses caused by any breach of this warranty. Nothing in this warranty shall be construed to limit any rights or remedies the City may otherwise have under this Contract with respect to defects other than Year 2000 performance. .ARTICLE 3. ADDITIONAL SECURITY 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 2 herein. ARTICLE 4. ADDITIONAL DEPOSITORIES 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 with 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 contract if the City determines that additional financial services are necessary in the administration, collection, investment, and/or transfer of municipal funds. 3 ARTICLE 5. LEVEL OF COMPETENCY Depository and its officers and employees performing services hereunder agree that in the • performance of these depository services, they shall be responsible to the level of competency and shall 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. ARTICLE 6. INDEMNIFICATION Depository shall indemnify and hold harmless the City, its officers, agents, and employees from loss, damage, liability, or expenses on account of any claims, damages, or injuries, whatsoever to all persons including employees of Depository and City, including without limitation breach of the Year 2000 Warranty set forth in Article 2.B., which may arise from any negligence, error, or omission in the performance of this Contract on the part of Depository or any breach of its obligations or duties under this Contract, and Depository 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 or losses whatsoever which may be incurred or rendered against them or the City, as the result of such negligence, error, omission or breach. ARTICLE 7. EXHIBITS 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 8. VENUE 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 suit or dispute regarding this Contract shall be decided and settled in a court of competent jurisdiction sitting in Denton County, Texas. Wachovia recommends that the last sentence of Article 8 be replaced with the following, "Any suit or dispute regarding this Contract shall be decided and settled in a State or Federal court of competent jurisdiction geographically located within the federal Eastern District of Texas." ARTICLE 9. COUNTERPARTS This Contract may be executed in any number of counterparts, and each such counterpart shall be deemed for all purposes to have the same effect as if all parties to this Contract had signed one and the same signature page of this Contract. ARTICLE 10. TERMINATION A. The City and Depository shall, as a matter of right without necessity of default on the part of City or Depository, terminate this Contract at any time by giving the City or Depository 90 days prior notice in writing. 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 30 days from receipt of the notice to correct the default. If Depository fails to remedy default within this time, City, at its sole option, may cancel this 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. 4 Depository's filing of a petition in bankruptcy or being declared insolvent by a federal bank regulatory 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 • obligations of this Contract including, but not limited to, instituting suit for damages or, in the alternative, specific performance of this Contract. B. In the event of termination, Depository shall fully cooperate with the City to transfer all municipal funds to the new depository designated by the City. ARTICLE 11. NOTICES All notices required under this Contract must be given by certified mail or registered mail, addressed to the proper parry, at the following addresses: CITY: DEPOSITORY: Howard Martin, City Manager City of Denton 215 E. McKinney Denton, Texas 76201 Either party may change the address to which notice is sent by giving the other party notice of the new address in the manner provided in this section. • ARTICLE 12. ASSIGNMENT Depository shall not assign any interest in this Contract and shall not transfer any interest in this Contract (whether by assignment, novation, or otherwise) without the prior written consent of the City thereto. ARTICLE 13. BINDING EFFECT 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 14. ENTIRE AGREEMENT 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 15. AUTHORITY TO CONTRACT Depository hereby does represent to the City that its officer or officers who have executed this Contract have 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. 5 ARTICLE 16. DUPLICATE ORIGINALS This Contract is executed by the City and the Depository in three copies, all of which shall be • deemed originals. IN WITNESS of which this Contract has been executed on this the of by the duly authorized officers of Depository and City. CITY OF DENTON: By: Mayor Address: Date: ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY rw By: Date: Authorized Signature Name (Print): • Depository Name (Print): Euline Brock Title: City of Denton 215 E. McKinney Denton, Texas 76201 Title: 0 Exhibit B - Bank Bid Questionnaire • EXHIBIT B - CITY OF DENTON BANK BID QUESTIONNAIRE 1. This bank has indicated that it has an on-line banking system. a. Is this an Internet application or will it require software be loaded on our computers. Wachovia offers a single gateway to a comprehensive electronic banking solution. Wachovia Connection® takes advantage of browser -based technology, allowing you to work from multiple geographic locations with no need to install proprietary software on the City's computers. The Wachovia Connection® gateway offers the: • convenience of universal access. • security of firewall protection. • encryption and message authentication. • Internet access to reporting and transaction initiation services 24 hours a day, seven days a week. If the City prefers, you can initiate a direct telephone line connection to WachovWs proprietary Extranet. Selected functions also are available via e-mail and wireless devices. b. Will we have full authorization to add/delete users as needed or will it require bank personnel assistance? • Yes, the City of Denton controls the addition, deletion and maintenance of users online in a real-time environment from the Wachovia Connection® platform. Users can be added or deleted at anytime and within minutes. C. Does the system allow the City to date wire transfers for a future date? If so, how many days? Yes, future -dated wires are available for all initiation methods and are not limited to certain types of wire transfers. The City can input, approve and release a future -dated wire transfer for automatic execution on the value day. USD wires created via Wachovia Connections can be stored for up to 45 days and foreign currency wires up to six days in advance. The City can access future -dated wire information through the Wachovia Connection® inquiry screen. d. Does the system allow us to view images of the checks that have cleared? Yes, images of cleared checks are available online and are guaranteed on a previous day basis via Wachovia Connection®. e. Does the system transactions show real-time or are they the prior business day's activity? Yes. Wachovia Connection® allows the City to access both prior day and current day • information. Prior day reports include all standard transaction types for previous day payments and deposits. Current day reporting provides information throughout the day on a real-time basis. All standard transaction types for current day payments and deposits are reported through Wachovia Connection®. Wachovia Bank, National Association - City of Denton RFP 3482 Page 1 of 10 Exhibit B - Bank Bid Questionnaire d. What is the bank's procedures for failed wire transfers. i.e., the receiving bank is rejecting the wire. Wachovia advises customers within an hour of rejected or failed wires and responds to customer inquiries immediately to provide as much information as possible on a same day basis. Should a wire be rejected by the beneficiary's bank, every attempt is made to notify the City, by phone, as soon as a failure is recognized. 2. Safekeeping a. Will we have direct contact with the third party custodian or will we deal with a bank representative when purchasing securities or for questions? When the City trades away you will send the trade ticket directly to the third party custodian and have a contact for questions. All general inquiries will be handled by the City's Wachovia Relationship Specialist. b. Explain the bank's process for purchases & failed securities and timeframes associated with each? our service platform includes: • Securities settlement through direct access with Depository Trust & Clearing Corporation (DTC) and the Federal Reserve • • An income collection system where payments are automatically credited to your account on the day payments are due, whether they are received or not • Real time 24-hour secure online access to holdings and transactions through Portfolio Vision • Daily securities pricing • Electronic corporate actions advance notification and response • Automated reconcilement of holdings and transactions • Report cards measuring our service performance against client standards • Performance measurement and portfolio analytics our Safekeeping Trade Process and Notification Cut-off Times: All marketable securities for our accounts are registered in nominee name and held in book entry form at the Depository Trust & Clearing Corporation (DTC) or the Federal Reserve Bank of Richmond (Fed). Wachovia maintains automated links with both the DTC and the Fed, and trade confirmation, affirmation and settlement are automated using infra -day batch cycles. Income, maturity, corporate action and position reconciliation automation is all through overnight batch processes. All trade information is available in the Pending • Trade report, the Transaction History report and a Transaction Detail report via Portfolio - Vision, Wachovia's Internet -based on-line access tool. Wachovia Bank, National Association - City of Denton RFP 3482 Page 2 of 10 Exhibit B - Bank Bid Questionnaire • Daily reconcilements are performed between Wachovia and its depositories, fund accountants, and sub -custody banks. The Institutional Trust Services group's settlement units perform position reconcilement daily with an internal trust control unit. Ad hoc financial meetings are held with Institutional Trust Services group management to resolve any items that are not reconciled on a daily basis. Cash reconcilements are required to be resolved within one business day. SEI TRUST 3000® provides fully integrated Security Movement and Control (SMAC) capability for the processing and tracking of trades from trade date to contractual and physical settlement dates. Automated collections for maturities are also supported, along with other security movements for free receipts, deliveries and transfers. Trade entry, daily settlement, income collections, and position reconciliations are streamlined through automated and integrated links with depositories and other custodians. In addition, with the system's global capabilities, international security investments can be processed and accurately reported along with domestic investments. Both local and base currencies are maintained, and the system automatically computes unrealized and realized currency and security gains and losses. Institutional Trust Services provides both contractual and actual settlement policies in support of various account types and business requirements. There are no stipulations or exceptions to contractual settlement — it can be used for all trades and maturities for all security types. We will work with the City of Denton to determine the best processing • method to meet your business requirements. Trades settling through the DTC are received through the Institutional Delivery (ID) system, and each confirmation is verified as to trade information. If there are no exceptions, the trades are affirmed on ID by the investment manager. Confirms for all un-affirmed trades or exceptions are researched individually and resolved by their respective settlement dates. The DTC ID confirmation process provides automated securities settlement on the prearranged date; however, some trades are same day/next day settlements or trade date plus one day. Current industry standard is trade date plus three business days. • Trades processed through the Federal Reserve are normally confirmed on settlement date, as many trades are next -day or same -day settlement. If there is an exception on settlement date, it will be researched and resolved immediately. Wachovia employs state-of-the-art technology to electronically send client trades to and from the Federal Reserve using file transfer methodology, in both batch and real-time processing functions. Wachovia Bank, National Association - City of Denton RFP 3482 Page 3 of 10 ZAA Exhibit B - Bank Bid Questionnaire • The Institutional Trust Services group has implemented the following trade notification cut- off times to ensure proper and timely settlement of all transactions: Correspondent Depository Purchases (Central) Sales (Central) DTC ID (T+3) T+1 T+1 DTC-Same-Day-Funds 1:00 p.m. 12:00 p.m. DTC-Next Day 2:3o p.m. on T/D 2:30 p.m. on T/D FED REPO 1:00 p.m. 12:30 p.m. Same Day Trades 1:0o p.m. 12:30 p.m. Next Day Trades 2:30 p.m. on T/D 2:30 p.m. on T/D Turnarounds Receipt by 1:30 p.m. Receipt by 1:30 p.m. in order to make sale in order to make sale delivery delivery. Securities Trade Pair Off 3:00 p.m. on S/D 3:00 p.m. on S/D Wires Euroclear 12:00 P.M. on S/D - 1 12:00 p.m. on Physical i:oo p.m. on S/D 11:oo am. on S/D Book Entry ONLY Commercial Paper i:oo p.m. on S/D 12:30 p.m. on S/D Time Deposits i:oo p.m. on S/D 12:30 p.m. on S/D • CDs non-receipted i:oo p.m. on S/D 12:30 P.M. on S/D Open-end mutual fund i:oo p.m. on T/D i:oo p.m. on T/D C. Will we be notified of called securities? If so, how? Yes, and please see the attached documentation and anticipated cash report under Tab 11 of the Appendix. 3. Technology Do you provide support services or programming resources for check and credit card transactions or cash management software applications? If you do provide these services, are they in-house or sub -contracted services? Yes. Wachovia will provide in-house support services and programming resources to the City. Programming resources are available to assist the City during the implementation of cash management services and when the City requests changes to any existing cash management service that requires programming resource support. • Our Technical Consultants, who provide customer support of WachovWs Internet and PC - based applications, are available by phone to address any questions or issues you may encounter. Users always have the option of directly contacting one of our Technical Wachovia Bank, National Association - City of Denton RFP 3482 Page 4 of 10 ' Exhibit B - Bank Bid Questionnaire • Consultants, available 24 hours/day beginning Sunday at 8 p.m. through Friday at 8 p.m. CST. 4. Do you operate your own Internet Transaction Gateway? If yes, do you support connections from other Gateway Providers? If no, what Gateway Providers do you support? And do you use an intermediary merchant service? And if so, Who? Wachovia has entered into a strategic alliance with MCI to offer Value Added Network (VAN) services including receipt, store and forward messaging of financial and non financial EDI information, mailbox services, EDI translation software certification, consultation and trading partner implementation support. MCI provides network services to Wachovia, including interconnects with all other major Value Added Networks. Additional charges depend on usage and other transmission related specifications. Yes, Wachovia through a joint sales alliance with NOVA Information Systems, provides sophisticated point -of -sale terminals, imaging systems and integrated solutions for customers. Wachovia Merchant Services/NOVA welcomes the opportunity to provide merchant card services for the City. 5. Are you currently providing a coordinated, full -service banking solution, similar to what has been outlined in the City of Denton bid documents, to any government agencies the size of, or possibly larger than, the City of Denton? • Yes. Please consider the following references. City of Norwalk, Connecticut - pop. approx. 83,000 Frederic Gilden Comptroller 125 East Ave. Norwalk, CT o6856-5 r25 203-854-77 t r City of Marietta, Georgia - pop. approx. 59.E Ms. Beth Keller Treasury Manager 205 Lawrence Street Marietta, GA 30060 770-794-5548 Email: ekeller mariettaga.gov City of New Haven, Connecticut - pop. approx. 124,000 Helen Pertesis • Treasurer 200 Orange Street New Haven, CT o65 to 203-946-6700 Wachovia Bank, National Association - City of Denton RFP 3482 Page 5 of 10 IM Exhibit B - Bank Bid Questionnaire • 6. The City has 17 credit card merchant I.d.s, and 4 Internet merchant I.d.s, does your bank have the capability to provide the location name or merchant I.D. on the bank statement for these deposits made on the Citys control bank account? Yes, Wachovia can provide Merchant I.D. information on the bank statement for deposits made to the City's control bank account. 7. Lock Box Services a. Does your bank have the ability to process payments - without a stub? Multiple stubs and one check? A letter or copy of a stub or other correspondence? The following exception processing is available once we establish a thorough understanding of your requirements. A fee does apply. • Check Only - Check without a remittance document, but with an account or invoice number • Check and List - Checks accompanied by a list of accounts to be keyed • Partial Payments - Payment amount is less than the coupon amount • Multiple Payments - Multiple checks with a single remittance document • We can also post specific exception items to an exception queue, using a Web -based image archive system that your staff can research. We can also process the items as usual and/or return the items to The City. If an account number is on the check, we can key that information to post the item. Information may be keyed in twice to ensure validation. b. Does your bank have the capability of identifying and rejecting accounts noted as "cash only"? For example, if we generate a file and sent it to them each month with account numbers to reject, would they be able to incorporate that into their system where they could reject the payments? Wachovia can accept standing instructions for the situations described above. Rejected items can be either deposited or returned unprocessed. G. Will the transmission file be available for our posting by 3:00 pm.? We offer flexible transmission and deposit deadlines. We encourage your company to schedule its transmissions during the latter part of the day, in order to include all mail received, thereby improving the overall cash flow for the day. d. What various methods do you have of transmitting the payment file? i.e, internet, bulletin board, e-mail • Wachovia uses FrP communications software for the transmitting of the payment file and offers both file delivery and dial -in file retrieval of lockbox information. Wachovia Bank, National Association - City of Denton RFP 3482 Page 6 of 10 Exhibit B - Bank Bid Questionnaire • e. Will itemized reports with statistics of payments received, accepted/rejected etc. be available? Can we expect them as softcopy and/or hardcopy? Retail lockbox detail information is not available on Wachovia Connection& Pre -formatted reports and raw data files, in either BAI or custom format, can be transmitted. Retail lockbox deposits can be provided separately from the primary balance reporting system. Potential delivery methods include- • Data Transmission (mainframe, personal computer, treasury workstation) • High-speed Data Exchange (transmission to major timeshare vendors) f. Can you include check numbers on the reports? Payor information? Yes, check numbers can be included on the report as long as Wachovia captures MICR information. Additionally, payor account number information can be included g. Do you currently have an on-line imaging system where we can view checks in cases of discrepancies? Yes. Wachovia offers the City the ability to access current day viewing of check and document images via our online image services, through CD ROM and direct transmission. We currently process all remittances using image technology. • h. The Tax lockbox service requested bids for the imaging of checks. Will the transmission file be available along with the payment file each day? Yes, the image transmission file will be available each day along with the payment file. i. Will you be able to provide a 'local" contact for the Utility Lockbox account? If so, please identify the persons name, contact information and location. Wachovia will assign a local Relationship Specialist to the City of Denton's account. Additionally, a dedicated Treasury Services Commercial Customer Service representative may be assigned. Please see page to of this document for a listing of these local contacts. All members of the commercial customer service team are responsible for. • Responding to customer inquiries and transaction requests • Providing personal and professional service to customers, relationship managers and others • Knowing customers and their relationships • Understanding the implementation, operational, technical, credit policy, documentation and reporting aspects of our Treasury Services products • Analyzing problem situations and defining steps for corrective action • Identifying and communicating problematic trends • • Following up on every transaction with which they were initially involved, regardless of complexity Wachovia Bank, National Association - City of Denton RFP 3482 Page 7 of 10 ' Exhibit B - Bank Bid Questionnaire • i. In most cases, can payment research be completed in one business day? Wachovia s goal is to answer your inquiries on the first call and to ensure that all inquiries are handled within 24 hours. Should resolution take more than 24 hours, or if your request involves research, we provide an estimated turnaround time. k. Do you have next day delivery of correspondence, rejects and reports? Yes, Wachovia offers next day delivery of correspondence, rejects and reports utilizing customer overnight delivery services. I. How many other organizations the size of the City of Denton do you provide lockbox services for? Wachovia has been a premier treasury services providers for over three decades. Our partnership with REMITCO has enhanced this position, as REMITCO is the leading remittance processor in the industry, with a 24.5% market share. We provide lockbox services for a number of other organizations the size of Denton and larger. 8. ATM Services a. Please explain if your organization has opted to not bid for the ATM services? Wachovia has bid for the ATM services. • 9. Basic Banking Services a. Can you bank provide serialized deposit slips which are coded by location? Yes. Deposit tickets can contain an auxiliary MICR field for location identifiers. The MICR field is io digits long and the location identifier can use up to eight of the io digits to assist you in tracking deposits by location. b. Can you provide the location name or Id on the corresponding deposits made on the City's control concentration bank account? Yes. Wachovia can match your location number contained in the auxiliary MICR field to The City's location name based on the information you provide during implementation. This is available through Wachovia's Deposit Reconcilement Service. C. Can you provide payor identification on the City's control concentration bank account for all wire transfers & ACH Transactions? Yes, Wachovia can provide payor identification information for the City's ACH and wire transfer transactions posting to the control concentration bank account. For wire transfers, real-time information is available on incoming and outgoing wire transfer requests via Wachovia Connection®. The City can also receive real-time proactive . e-mails to any e-mail addressable device alerting them about key incoming or outgoing wires. Wachom Bank, National Association - City of Denton RFP 3482 Page 8 of 10 Exhibit B - Bank Bid Questionnaire • Wachovia provides current -day wire reports that contain the following detailed information: • control number • Fed reference number • amount, originator or beneficiary • time received or released • sending or receiving bank information • payment information ACH transaction information is also available through Wachovia Connection& Information is available at a summary or detail level. ACH information provided on current -day reports includes: Amount, Effective Date, Originating Company Name, Originating Company ID, Originating Bank, Receiving Company Name, Standard Entry Class and Original and Current Trace Numbers. A sample report is provided in the Appendix. ACH information provided on previous -day reports includes: Amount, Effective Date, Originating Company Name, Originating Company ID, Standard Entry Class and Trace Numbers. e. Do you have the ability to provide interactive bank statements? Wachovia Connection provides On -Line bank statements and interim account statements. • There is not an interactive module within the statement reports. However, Wachovia Connection provides detailed transaction information and transaction images within other reporting modules. d. Using the Positive Pay system, can you provide an outstanding check list? Yes, Wachovia provides several reports using our Full Reconcilement/Positive Pay services. Those reports include: • Paid Check Listing - checks in serial number sequence • Outstanding Check Listing - all outstanding checks • Miscellaneous Debits/Credits and Adjustments In addition to providing these reports to the City in hard copy, bank statements and reconcilement reports are also available to be viewed and/or downloaded through our Account Reconcilement web -based reporting service, ARPWebAccess. 10 Customer Service a. Will you assign a primary contact to the City? The Relationship Manager is assigned from within Wachovia Bank's Wholesale Banking segment and oversees your banking relationship with Wachovia. Our focus is on developing • and maintaining an ongoing partnership with The City. Your Relationship Manager can address, either directly or with the help of an appropriate specialist, your banking needs and consult with you on financial matters that are impacting your company. Wachovia Bank, National Association - City of Denton RFP 3482 Page 9 of 10 0 11 • SM Exhibit B — Bank Bid Questionnaire A Commercial Customer Service Group trained to handle the City's cash management, deposit and commercial banking customer service needs supports the Relationship Manager and the Relationship Specialist team. Product Specialists are also available to provide product -specific information to the Relationship Manager, Relationship Specialist and the Commercial Customer Service Group. Customer service specialists who are familiar with the City's relationship also support the City. They are well equipped to respond to your inquiries and address any concerns you might have. The following people have already been assigned to handle customer service issues for the City of Denton. contact 'Eric Kraft Relationship Manager 972 419-3261 9;72n419-.326;1ric.Kraft@wachovia.com Kathleen Relationship Specialist 972-419-3610 919-313 Kathleen.Goiden@wachovia.com Golden Paul Treasury Services 972-419-3217 972-419-3237 Paul.Forthmen@wachovia.com Forthman Officer Andrew Statewide Government 612-482-4306 512-482-4310 Andrew.Deskins@wachovia.com Deakins I Bankin SVP 11. If awarded the contract, will thirty days be sufficient time to transfer all the services we have discussed today. If not, what would be an appropriate time frame. How many staff members would be dedicated to assisting us in the transfer of services? Depending on the level of services to be implemented, thirty days may or may not be sufficient time to transfer services. All basic banking and depository services could be implemented within this timeframe. However, the more complex services such as Retail Lockbox and point -of -sale check conversion may take up to 90 days. A Treasury Services Implementation Coordinator coordinates the implementation process, working with a project manager or technical contacts from your company, as you prefer. We strongly recommend that you assign a lead Implementation Coordinator to partner with us to ensure that production dates are met and the implementation process is as seamless as possible. You can provide more details after the processing specifications have been defined in greater detail. Our implementation absolutely critical to production. process is a partnership with our clients. Weekly meetings are gather the appropriate information for programming, testing and Wachovia Bank, National Association - City of Denton RFP 3482 Page 10of10 M - Commercial Checking *A, Dvx& 01 XXXXXXXXXXXXX 036 130 JIII III III )II111 III (CUSTOMER NAME) OPERATING ACCOUNT (CUSTOMER ADDRESS) Commercial Checking Account number. Account holder(s): Taxpayer 10 Number. (YOUR CUSTOMER) OPERATING ACCOUNT 0 35 91 Account Summary Opening balance 3/01 $34 017.80 Deposits and other credits 582 735.86 + n,._r._ 7a3 Add SIS _ Closing balance 329 Deposits and Other Credits $9,478.68 Data Amount Description 3104 23,437.51 DEPOSIT 3106 3,337.00 DEPOSIT 3106 34,000.00 COMMERCIAL LOAN ADVANCE 3/07 17,000.00 COMMERCIAL LOAN ADVANCE 3111 15,000.00 COMMERCIAL LOAN ADVANCE 3/12 6,415.46 DEPOSIT 3112 15,000.00 COMMERCIAL LOAN ADVANCE 3/12 54,564.78 DEPOSIT 3114 102,000.00 COMMERCIAL LOAN ADVANCE 3115 4,909.00 DEPOSIT 3115 31,817.96 DEPOSIT 3/18 36,768.72 DEPOSIT 320 18,132.69 DEPOSIT 321 621.44 PREAUTHORIZED DEPOSIT TRANSFER PAYPAL 3/21 7.873.26 DEPOSIT 321 15,814.75 DEPOSIT 325 6,592.35 DEPOSIT • Deposits and Other Credits continued on next page. 3/01/2003 thru 3/29/2003 WACHOVIA BANK, NATIONAL ASSOCIATION, BUSINESS BANKING -PALM BEACH page 1 of 5 • Commercial Checking 01 XXXXXXXXXXXXX 035 130 0 35 91 Deposits and Other Credits continued Date Amount 3125 41,000.00 3125 62,217.75 3/27 5.400.00 3127 7,400.36 3/27 12,725.00 Total $582,736.88 Checks Desorption COMMERCIAL LOAN ADVANCE DEPOSIT DEPOSIT DEPOSIT DEPOSIT Number Amount Date 0000 19.97 3106 2031• 25.00 3/01 2050* 837.15 3/01 2070• 2,570.79 3108 2072* 77.50 3/08 2074* 958.04 3/04 2075 3,080.00 3/01 • 2076 17.42 3107 2077 50.00 3/11 2078 1.450.00 3/08 2081• 127.71 3112 2083* 16,964.12 3106 2084 53.28 3112 2085 838.15 3/07 2086 16.02 3104 2087 1,950.00 3/D4 2089* 1,403.00 3107 2090 1.915.54 3/04 2091 1,530.00 3/01 2092 26.16 3/06 2093 61.15 3/07 2094 63.36 3701 2096* 1.154.34 3/08 2097 1,990.00 3/15 2098 66.34 3t12 2099 125.00 3107 2100 3,387.08 3/05 2101 1,142.31 3/05 2102 176.49 3105 2103 860.00 3106 2105* 18.632.03 3/06 *Indicates a break In check number sequence • Checks continued on next page Number Amount Date 2106 39.64 3104 2107 305.00 3/05 2108 5,000.00 3/04 2109 151.56 3/07 2110 32.00 3/07 2111 109.43 3/11 2112 587.40 3108 2113 230.75 3/07 2114 600.00 3105 2115 40.60 3107 2116 299.76 3115 2117 17,483.04 3107 2118 60.00 3107 2119 62.81 3108 2120 1.533.63 3/11 2121 276.00 3107 2122 250.00 3/13 2123 420.35 3/11 2124 840.00 3/14 2125 25.00 3/13 2126 25.00 3/11 2128* 25.00 3113 2130• 25.00 3/08 2131 2.682.11 3/14 2132 79,398.00 3114 2133 237.50 3/15 2134 1,336.80 3/06 2135 15,821.27 325 2136 25.00 3118 2137 22.78 3118 2138 355.25 3/12 Number Amounf Date 2140• 15,132.02 3/13 2141 39.95 3/18 2142 1,770.07 3/14 2143 300.00 3112 2144 91.86 3/18 2145 463.28 3/11 2146 286.00 3/14 2147 83,330.94 3114 2148 3.570.00 3/12 2149 12,106.80 3111 2150 839.52 3/13 2151 186.16 3/15 2152 200.00 3/11 2153 10,000.00 3/12 2154 1,000.00 3115 2155 1,044.68 3/15 2157* 1,935.58 3125 2158 787.50 3127 2180 246.21 3/28 2161 542.45 322 2162 192.06 3118 211W 62.50 3/22 2165 650.00 328 2167* 18.75 325 2168 2,834.D0 325 2169 454.79 321 2170 619.50 325 2171 65.00 3121 2172 7,236.72 322 2173 27.42 322 2174 1,900.26 325 WACHOVIA BANK, NATIONAL ASSOCIATION, BUSINESS BANKING -PALM BEACH page 2 of 5 • Commercial Checking 01 XXXXXXXXXXXXX 036 130 Checks continued Number Amount Date 2175 208.03 322 2176 140.93 325 2177 80.70 321 2178 120.00 326 2180' 63.00 325 2181 34.45 325 2182 1,915.54 321 2183 235.01 325 2184 36.27 320 2185 40.95 3118 -indicates a break In check number sequence 0 35 91 Number Amount Date 2186 3,000.00 321 2189* 28,358.87 325 2190 250.51 327 2192' 1.300.00 322 2193 17.25 327 2195• 300.00 328 2196 1,085.94 327 2197 4.129.00 327 2198 52.85 328 2199 9,623.93 328 Other Withdrawals and Service Fees Date 3/01 3/05 3105 3/08 3W 3108 3/12 3112 3/13 3115 3118 3119 320 Amount 17,000.00 106.49 11,000.00 1,548.10 2,500.00 1,042.91 205.37 1,065.00 9.000.00 1,000.00 12,000.00 39.000.00 16.25 33,000.00 2,000.00 14.000.00 945.91 4,000.00 3,000.00 54,000.00 7 D00.0 Total $213,430.02 Description COMMERCIAL LOAN PAYMENT AUTOMATIC PAYMENT PAYMENTS eBayInc. 0203050380067158100 COMMERCIAL LOAN PAYMENT COMMERCIAL LOAN INTEREST PAYMENT BOOK TRANSFER SEOAf04727 AUTOMATIC PAYMENT TAXES PAYCHEXTPS ANALYSIS CHARGE RETURNED ITEM0210170000 COMMERCIAL LOAN PAYMENT COMMERCIAL LOAN PAYMENT COMMERCIAL LOAN PAYMENT COMMERCIAL LOAN PAYMENT CHECK PRINTING CHARGE CHKORDERSHARLAND CHECKS 031802058 020770242 COMMERCIAL LOAN PAYMENT BOOK TRANSFER SEO#04126 COMMERCIAL LOAN APYMENT AUTOMATIC PAYMENT TAXES PAYCHEX TPS 031902 00307683 80 COMMERCIAL LOAN PAYMENT COMMERCIAL LOAN PAYMENT COMMERCIAL LOAN PAYMENT COMMERCIAL LOAN PAYMENT COMMERCIAL LOAN PAYMENT Number Amount Date 2200 950.89 328 2201 64.00 3/26 2202 420.20 328 2203 875.00 328 2204 1,844.00 328 2205 688.44 327 2207' 45.69 327 2208 70.87 327 Total $393,844.95 WACHOVIA BANK, NATIONAL ASSOCIATION, BUSINESS BANKING -PALM BEACH page 3 of 5 • Commercial Checking 01 XXXXXXXXXXXXX 036 130 Daily Balance Summary Date AMOImt 3/01 11,482.29 3/04 24.740.56 3/05 8,023.21 3106 12,886.82 3/07 9,168.15 3/08 860.60 3111 952.11 • • 0 35 91 Data Amount 3/12 97,913.80 3/13 72,642.26 3/14 6,335A4 3115 53,200.45 3/18 77,556.57 3119 38,556.57 320 23.630.74 Data Amount 321 28,430.15 322 12,107.12 3/25 70,155.60 326 66,918.75 327 31,388.91 328 9,478.68 WACHOVIA BANK, NATIONAL ASSOCIATION, BUSINESS BANKING -PALM BEACH page 4 of 5 • Commercial Checking 01 XXXXXXXXXXXXX 036 130 Customer Service Information 0 35 91 For questions about your statement or billing errors, contact us at: Phone Number Address Business Checking, CheckCard & Loan Accounts 1-800-566-3862 WACHOVIA BANK, NATIONAL ASSOCIATION Commensal Checking & Loan Accounts 1.800-222-3862 P.O. BOX 2870 TDD (For the Hearing Impaired) 1-800-388-2234 JACKSONVILLE, FL 32231 • To Balance Your Account 1. Compare your account register to your account statement for Llst Outstanding Checks and Withdrawals unrecorded transactions (such as ATM, Chec kCard, Interest earned, Ck. No. Amount Ck No. Amount fees, etc.). Your new account register total should match the ad)usted balance In line 6 below. 2. Write in the dosing balance shown on the front of account statement. 3. Write In any deposits you have made since the date of this statement 4. Add together amounts listed above in steps 2 and 3. 5. In the section to the right, list and total all checks and withdrawals that you have made that are not reported on your account statement. Write in the total here. 6. Subtract the amount in line 5 from the amount in line 4. This is your adjusted balance and should match the balance In Step 1 above. Total In Case of Errors or Questions About Your Electronic Transfers: Telephone us at 1-800-222-3862 or write to us at WACHOVIA BANK, NATIONAL ASSOCIATION, POST OFFICE BOX 563966, CHARLOTTE NC 28256-3966, as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer on the statement or receipt. We must hear from you no later than 60 days after we sent you the FIRST statement on which the error or problem appeared. 1. Tell us your name and account number (If any). 2. Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe there is an error or why you need more Information. 3. Tell us the dollar amount of the suspected error. We will investigate your complaint and will correct any error promptly. If we take more than 10 business days to do this, we will credit your account for the amount you think is In error. You will have use of the money during the time it takes us to complete our investigation. WACHOVIA BANK, NATIONAL ASSOCIATION, BUSINESS BANKING -PALM BEACH page 5 of 5 0 �vnoxovrn Account Analysis Statement Period Ending MM/DDIYYYY Date Prepared MMIDD/YYYY Settlement Date MMIDD/YYYY • ABC COMPANY ANY ADDRESS CITY, STATE, ZIP CODE Account Information Statement for. Composite Number 001 C 123456TB90 ACCOUNT NAME Summary Information Total Services Summary Earnings on Available Balance Rate 2.980% 445.46 Current Analyzed Services 2,127.20 Net Analyzed Services 1,681.74 Current Fee Based Services 15.00 Total Fee Based Services 15.00 Billing SummaN 001 D 1234567890123 ACCT NAME 2 Avera-ae Monthiv Balance Summary Average Ledger Balance 206,390.13 Less Average Float 9,505.96 Average Collected Balance 196,884.17 Average Negative Collected 0.00 Average Positive Collected 196,884.17 Less Reserve Requirement 10.000% 19,688.42 Balance Available for Earnings Credit 177,195.75 Fee Based Services Debited To: 15.00 Offset For Services 001 D 1234567890123 ACCT NAME 2 Collected Balance Required to Offset $1 in Services 397.78 This Analysis Includes The Following Accounts: 001 D 1234567890123 ACCT NAME 2 F001 D 2345678901234 ACCT NAME 3 0 001 D 346678901234 ACCT NAME 4 0 WAOAOVIA .Number Account Analysis Statement Period Ending MMIDD/YYYY Date Prepared MM/DD/YYYY Settlement Date MM/DD/YYYY 001 C 1234567890 ACCOUNT NAME Composite Services Provided SERVICE DESCRIPTION VOLUME PRICE SERVICE CHARGE DEPOSITORY SERVICES ACCOUNT MAINTENANCE 2 7.0000 14.00 CHECKS PAID 7,103 .1500 1,065.45 DEPOSITS 61 .3000 18.30 EXCESS TRANSACTIONS 10 .3000 3.00 MISCELLANEOUS ITEMS PAID 2 .1200 .24 RETURNS -SPECIAL 1 5.0000 5.00 CHECKS DEPOSITED ON US & GOVT 29 .0650 1.89 CHECKS DEPOSITED IN STATE 39 .0650 2.54 CHECKS DEPOSITED OUT OF STATE 292 .0650 18.98 CHECKS DEPOSITED 106 .0650 6.89 DEPOSITED ITEMS CHARGED BACK 11 2.5000 27.50 DEPOSITORY SERVICE TOTAL 1,163.79 ACCOUNT RECON ITEMS PROCESSED 7,103 .1200 852.36 POSTAGE 16T CLASS PER MAILING 1 1.5000 1.50 POSTAGE 1ST CLASS PER ITEM 7,103 .0100 71.03 ACCOUNT RECON TOTAL 924.89 FUNDS TRANSFER OUTGOING NON -REPETITIVE 1 9.0000 9.00 INCOMING NON -REPETITIVE 2 8.7600 17.52 BOOK TRANSFER 6 2.5000 15.00 BOOK TRANSFER 6 2.5000 15.00 FUNDS TRANSFER TOTAL 56.52 CUSTOMER TOTAL 2,145.20 TOTAL ANALYZED SERVICES 2,127.20 I I TOTAL FEE BASED SERVICES 15.00 I TOTAL DIRECT BILLED SERVICES 3.00 ,1 0 WACHOVIA • CORPORATE AVAILABILITY SCHEDULE Dallas, TX Schedule 24 EFFECTIVE APRIL 2005 • LJ ABA Name—�—Monday -Thursday Friday r1500 Fraction 1500 Fraction 00000020 MONEY ORDERS J. 100 1 100 00000050 UNITED STATES TREASURER 1 100 1 100 00000051 UNITED STATES TREASURER 1 100 1 100 000O010O US DEPT OF AGRICULTURE 1 100 1 100 00000119 MONEY ORDERS 1 100 1 100 00000800 MONEY ORDERS ! 1 100 1 100 00009000 SAVINGS BONDS 1 95 1 95 Oi10XX10( BOSTON CITY 1 94 1 94 O111XX))( WINDSOR LOCKS RCPC 2 95 2 95 0112)0= BOSTON RCPC 2 94 2 94 01i3XXXX BOSTON RCPC 2 94 2 94 O114)0= BOSTON RCPC �2 94 2 94 0115)0= BOSTON RCPC 2 94 2 94 0116)0= WINDSOR LOCKS RCPC 2 95 2 95 0117)0= WINDSOR LOCKS RCPC 2 95 2 95 O118)0= WINDSOR LOCKS RCPC 2 95 2 95 O119XXXX O21OXM WINDSOR LOCKS RCPC EROC CITY 2 1 95 99 2 1 95 99 02=)OD ( 0212)0= WINDSOR LOCKS RCPC EROC RCPC -- — Y 2 }� 2 95 99 2 2 95 99 0213)000( UTICA RCPC 2 96 2 96 02147000( EROC RCPC 2 99 2 99 O215)0= EROC COUNTRY 2 99 2 99 O20)OOD( EROC COUNTRY 2 99 2 99 O219)XXX EROC RCPC 2 99 2 99 O220XXXX UTICA CITY _ 1 96 1 96 O223XXXX _ UTICA RCPC _ 2 96 2 96 O260XXXX EROCCITY 1~� 99 1 99 O280)0= EROC CITY --- — — -- 1 99 1 99 O31OXXXX PHILADELPHIA CITY _ 1 95 1 95 0311)000( PHILADELPHIA RCPC 1 95 1 95 0312)0= PHILADELPHIA RCPC � 1 95 1 95 O313X000( PHILADELPHIA RCPC 1 95 1 95 O319X00(X PHILADELPHIA RCPC 1 95 1 95 O360X000X PHILADELPHIA CITY v jj 1� 95 1 95 O410XXXX CLEVELAND CITY ! 2 97 2 97 0412XXXX ICLEVELAND RCPC 2 97 2 97 For Illustrative purposes only. Actual availability may differ and is subject to change without notice. Printed on 08,Apr-05 Page 1 of 5 wACHOVIA • CORPORATE AVAILABILITY SCHEDULE Dallas, TX Schedule 24 EFFECTIVE APRIL 2005 • • ABA Name Monday -Thursday Friday 1500 Fraction 1500 Fraction 0420XXXX CINCINNATI CITY 1 93 1 93 0421XX)0( CINCINNATI RCPC _ 2 93 2 93 0422XXXX CINCINNATI RCPC 2 93 2 93 0423XXXX CINCINNATI RCPC 2 93 2 I 93 0430XXXX PITTSBURGH CITY 1 95 1 95 0432XXXX PITTSBURGH RCPC 2 95 2 95 0433)0= PITTSBURGH RCPC 2 95 2 95 0434)0= PITTSBURGH RCPC 2 95 2 95 0440XXXX COLUMBUS CITY 1 95 1 95 0441XXXX COLUMBUS RCPC 2 95 2 95 0442)0= COLUMBUS RCPC 2 95 2 95 0510)0= RICHMOND CITY 1 96 1 1 96 0514X000( RICHMOND RCPC 2 96 2 i 96 05J.5XXXX CHARLESTON RCPC 2 72 2 72 0519XXXX CHARLESTON CITY i J. 72 1 72 0520XXXX BALTIMORE CITY 1 98 J. 98 0521X)U0C BALTIMORE RCPC 1 98 J. 98 0522XXXX BALTIMORE RCPC 1 98 1 98 0530X0XX ICHARLOTTE CITY 1 94 1 94 0531)00CX CHARLOTTE RCPC 2 94 2 94 0532)0= COLUMBIA RCPC 1 83 1 83 0539XXX( COLUMBIA CITY 1 83 1 , 83 0540)0= BALTIMORE RCPC 1 98 1 98 0550X000( BALTIMORE RCPC 1 98 1 98 0560XXXX BALTIMORE RCPC 1 98 1 98 0570X0XX BALTIMORE RCPC 1 98 1 98 0610X000( ATLANTA CITY 1 94 1 94 0611XXJ0( ATLANTA RCPC 1 94 1 94 06J-2XXXX ATLANTA RCPC v 1 94 1 94 0613)0= ATLANTA RCPC �1 94 1 94 0620)0= BIRMINGHAM CITY 1 90 1 90 062L M BIRMINGHAM RCPC 1 90 1 90 0622XXXX BIRMINGHAM RCPC 1 90 1 90 0630XM JACKSONVILLE CITY 1 100 1 100 0631XXXX 1ACKSONVILLE RCPC i 2 90 2 90 0632)D= JACKSONVILLE RCPC 2 90 2 90 0640XXXX NASHVILLE CITY 1 93 1 93 For Illustrative purposes only. Actual availability may differ and is subject to change without notice. Printed on 08-Apr-05 i Page 2 of 5 i WACHOvIA • CORPORATE AVAILABILITY SCHEDULE Dallas, TX Schedule 24 EFFECTIVE APRIL 2005 i� ABA Name Monday - Thursday Friday 1500 Fraction 1500 Fraction 064L)O= NASHVILLE RCPC 1 93 1 93 0642XX(X NASHVILLE RCPC 1 93 1 93 0650)0= NEW ORLEANS CITY 1 89 1 89 0651X)00T NEW ORLEANS RCPC 1 89 1 89 0652XXXX NEW ORLEANS RCPC 1 89 1 89 0653XXXX NEW ORLEANS RCPC 1 89 1 89 0654XXXX NEW ORLEANS RCPC 1 89 1 89 0655XXXX NEW ORLEANS RCPC 1 89 1 89 0660)000( MIAMI CITY 1 93 1 93 0670X000( MIAMIRCPC� 1 93 1 93 0710XX0O( CHICAGO CITY _ 1 97 1 97 0711X00X PEORIA RCPC 1� 1 97 1 97 0712X000( CHICAGO RCPC 1 97 1 97 0719)0= CHICAGO RCPC 1 97 1 97 O720)0= DETROIT CITYu 1 97 1 97 0724)0= DETROIT RCPC 2 97 2 97 O730X000( DES MOINES CITY 1 97 1 97 0739)0= DES MOINES RCPC 1 97 1 97 0740XXXX INDIANAPOLIS CITY 1 97 1 97 0749XXXX INDIANAPOLIS RCPC 2 97 2 97 0750XXXX MILWAUKEE CITY 1 97 1 97 0759X00( MILWAUKEE RCPC 2 97 2 97 0810XXXX ST LOUIS CITY 1 96 1 96 0812XXXX ST LOUIS RCPC 2 96 2 96 0813XXXX LOUISVILLE RCPC 2 96 2 96 08i5XXX( ST LOUIS RCPC �! 2 96 2 96 0819XXXX ST LOUIS RCPC j 2 96 2 96 0820)0= LITTLE ROCK CITY 2 96 2 96 0829X000( LITTLE ROCK RCPC 2 96 2 96 0830)O= LOUISVILLE CITY 1 96 1 96 0839X000( LOUISVILLE RCPC 2 96 2 96 0840X00( MEMPHIS CITY 1 94 1 94 0841)0= MEMPHIS RCPC j 1 94 1 94 0842X000( MEMPHIS RCPC 1 1 94 1 94 0843)0= MEMPHIS RCPC 1 94 1 94 0863XXXX LOUISVILLE RCPC 2 96 2 96 0865XXXX IST LOUIS RCPC 2 96 2 96 For Illustrative purposes only. Actual availability may differ and Is subject to change without notice. Printed on 08Apr-05 Page 3 of 5 wACHOVIA • CORPORATE AVAILABILITY SCHEDULE Dallas, TX Schedule 24 EFFECTIVE APRIL 2005 • ABA Name _ Monday - Thursday Friday 1500 Fraction 1500 Fraction 0910XXXX MINNEAPOLIS CITY 1 94 1 94 0911)O= MINNEAPOLIS COUNTRY 2 94 2 94 0912)000( MINNEAPOLIS COUNTRY 2 94 2 94 0913)D00( MINNEAPOLIS COUNTRY 2 94 2 94 0914)00( MINNEAPOLIS COUNTRY 2 94 2 94 0915)0= MINNEAPOLIS COUNTRY 2 94 2 94 0918X00(X MINNEAPOLIS RCPC 2 94 2 94 0919XYM MINNEAPOLIS RCPC 2 94 2 94 0920XXXX HELENA CITY 1 50 1 50 0921XXX( HELENA RCPC �_3 50 3 50 0929XXXX 0960)0= HELENA RCPC MINNEAPOLIS CITY 2 1 90 94 2 1 90 94 1010XXXX KANSAS CITY CITY 1 93 1 93 101i)000( KANSAS CITY COUNTRY 1 93 1 93 1012X000( KANSAS CITY COUNTRY 1 93 J. 93 1019)0= KANSAS CITY COUNTRY 1 93 1 93 1020XXXX DENVER CITY 1 90 1 90 1021X)(X)( DENVER COUNTRY 2 90 2 90 1022)000( DENVER COUNTRY 2 90 2 90 1023)000( DENVER COUNTRY 2 90 2 90 1030XXX0( OKLAHOMA CITY CITY 1 93 1 93 1031)000( OKLAHOMA CITY COUNTRY 2 93 2 93 1039)X0(X OKLAHOMA CITY RCPC 2 93 2 93 104O)O= OMAHA CITY 1 90 1 90 104i)O= OMAHA COUNTRY 2 90 2 90 1049X000( OMAHA RCPC 2 90 2 90 .t07OX.)= DENVER RCPC 1 90 1 90 1110XO0(X DALLAS CITY 1 100 1 100 11iiXXXX DALLAS RCPC 1 100 1 100 1113XXXX DALLAS COUNTRY i 100 1 100 1i19XXXX DALLAS RCPC 1 100 1 100 1120XXXX EL PASO CITY 1 I 100 1 100 1122XXXX EL PASO RCPC 1 100 1 100 1123XXX0( EL PASO RCPC 1 100 1 100 1130)OM 1131X)00( 1140XXXX HOUSTON CITY HOUSTON RCPC ISAN ANTONIO CITY 1 1 1 100 100 100 1 1 1 100 100 100 For Illustrative purposes only. Actual availability may differ and Is subject to change without notice. Printed on 08-Apr-05 Page 4 of 5 WACHOVIA • CORPORATE AVAILABILITY SCHEDULE Dallas, TX Schedule 24 EFFECTIVE APRIL 2005 • • ABA Name Monday -Thursday Riday 1500 Fraction 1500 Fraction 1149XXX( SAN ANTONIO RCPC 1 100 1 100 1163)0= EL PASO RCPCu 1 100 1 100 1210)O XX SAN FRANCISCO CITY 1 89 1 89 1211X000X SAN FRANCISCO RCPC 1 89 1 89 1212X0XX ISAN FRANCISCO RCPC 1 89 1 89 1213XXXX SAN FRANCISCO RCPC 1 89 1 89 12i4k= SAN FRANCISCO COUNTRY — 1 2 89 2 89 1220)O= LOS ANGELES CITY 1 91 1 91 1221XX)0( LOS ANGELES RCPC 1 91 1 91 1222X00( LOS ANGELES RCPC 1 91 1 91 1223)0= LOS ANGELES CITY 1 91 1 91 1224XXXX LOS ANGELES RCPC 1 _ 1 _ 91 1 91 1230XXXX PORTLAND CITY 1 83 1 83 1231X)00( PORTLAND RCPC 2 83 2 B3 1232X000X PORTLAND RCPC 2 83 2 83 1233X00X PORTLAND RCPC 2 83 2 83 1240XXXX SALT LAKE CITY CITY 1 80 1 80 1241XXXX ISALT LAKE CITY RCPC 2 80 2 80 1242)0= SALT LAKE CITY RCPC 2 80 2 80 1243)OM SALT LAKE CITY RCPC 2 80 2 80 1250X0(XX SEATTLE CITY 1 2 85 2 85 1251XXXX SEATTLE RCPC 2 85 2 85 1252XXXX SEATTLE RCPC 2 85 2 85 BOOOXXXX TRAVELERS CHECKS 1 91 1 91 For Illustrative purposes only. Actual availability may differ and Is subject to change without notice. Printed on 08-Apt-05 Page 5 of 5 DALLAS AVAILABILITY SELECT ABA LIST MONDAY-FRIDAY • ABA TIME AVAILABILITY 1110-0002 05:00 0 1110-0061 05:00 0 1110-0075 05:00 0 1110-0077 05:00 0 1110-0079 05:00 0 1110-0090 05:00 0 1110-0091 05:00 0 1110-0092 05:00 0 1110-0094 05:00 0 1110-0097 05:00 0 1110-0098 05:00 0 1110-0103 05:00 0 1110-0110 05:00 0 1110-0115 05:00 0 1110-0116 05:00 0 1110-0175 05:00 0 1110-0394 05:00 0 1110-0396 05:00 0 1110-0431 05:00 0 1110-0862 05:00 0 1110-1017 05:00 0 1110-1282 05:00 0 • 1110-1541 05:00 0 1110-1566 05:00 0 1110-2159 05:00 0 This schedule will cover all local Dallas Clearinghouse items and overides the other Schedule 24 PUBLIC FUNDS UNIT CHARLOTTE, NC 2826241675 PHONE: 1477479-6603 i CITY OF USA GEORGE WASHINGTON 1 UNITED STATES AVENUE USA TOWN, TX 12345 STATEMENT PERIOD 0lMl2006-01/312DO6 �alnple PUBLIC FUNDS TAX IDENTIFICATION NUMBER 987654321 Date Deposit Total FDIC lasumnce DAILY COLLATERAL Total Deposits Requiring Collateral REPORT MV of Collateral Pledged Required Collateral level MV Ys. Required Collateral 01/012006 9,778,101.29 100,000.00 9,678,101.29 9,225,545.93 8,4578,10129 547.444.64 01 M22006 8,773,101,29 100,00D.0O 8,679,10129 9,225,545.93 8,678,101.29 S47,444.64 ObW=D6 8,751,095.94 100,000.00 8,651,085.94 9,195,162.83 9,651,035.94 544,076.89 OI041M 8,699,797.20 100,000.00 9,599,797.20 9,199,523.60 9,589,797.20 610,726.40 OM52006 8,734,816.75 100,000.()0 9,634,816.75 9,2D2,531.81 8,634,816.75 567,715.06 Ol/D62006 8,791,591.99 lm000.00 8,691,581.88 9,199,608,91 8,691,591.98 508,027.03 01/072006 8,791,581.88 100.000.00 8,691,581.88 9,199,608.91 8,691,581.88 508,027.03 01N82006 1,791,511,11 100,000.00 1,191,111,11 1,199,601,91 1,691,511,11 501,027,03 • 01)092006 8,806,390.34 100,000.00 8,706,390.34 9,097,192.62 8,706,39034 380,802.29 01/1020D6 9,793,326.21 100,OOD.DO 9,693,326.21 9,122,29822 9,693,326.21 429,972.01 01/112006 9,085,183.35 100,000.00 8.985.183.35 9,118,163.75 8,985,183.35 132.990.40 0l/l220D6 9,272,584.77 IDO,DOO.00 9,172,584.77 9,134,321.62 9,172,594.77 (38,263.15) 01/13/2006 10,011,400.60 100.000.00 9,911,400.60 9,242,943.30 9,911,400.60 (668,457.30) 01/142006 10,011,400.60 100,000.00 9,911,400.60 9,242,943.30 9,911,400.60 (668,457.30) 01/15/2006 10,011,400.60 100,000.00 9.911.400.60 9,242,943.30 9,911,400.60 (668,457.30) 01/16/2006 10,011,400.60 100,000.00 9,911,400.60 0,242,943.30 9,91 1400.60 (669,457.30) 01/172006 10,100,501.25 100,000.00 10,000,501.25 9,979,334.61 10,000,50125 (21,166.64) 01/182006 9,170,762.22 100,000.00 9,070,76222 10,015,435.94 9,070.76222 944,673.72 01/192006 8,921,793.90 100,000.00 $821,793.80 10,005,839.57 8,821,793.80 1,194,045.77 01202006 8,958,209.32 100,00D.00 8.359.209.32 10,014,685.62 9.958.208.32 1,156,477.30 01212006 8,958,208.32 1DO,000.00 8,959,208.32 10,014,685.62 8.958.208,32 1,156,477.3D 0122rM 9,958,208.32 100,000.00 8.958208.32 10,014,685.62 8.858.208.32 1,156,477.30 01232006 9,194,383.72 100,000.00 9,094,393.72 10,023,523.98 9.094.383.72 929,140.26 01242W6 9,179,660.61 100,0W.00 9.079.660.61 10,016,15630 9,079,660.61 936.495.69 01252006 9,313,316.14 100,000.00 9,213,316.14 9,991,813.77 9213,316.14 779.497,63 01262DO6 9,272,625.67 100,000.00 9,172,625.67 9,980,198.59 9,172,625.67 807,572.92 01272006 9,371279.48 100,D00.00 9,271279.49 9,992,107.64 9,271279.48 720,828.16 01282006 9,371279.48 100,000.00 9,271279.48 9,992,107.64 9,271279.49 720,929.16 01292006 9,371,279.48 100,000.00 9271279.48 9,992,107.64 9271279.48 720,829.16 01O020O6 9,451,109.49 100,000.00 9,351,109.49 9,992,143.90 9,351,109.49 641 036.31 01/312006 9,506,035.52 ID0,000.00 9,406,035.52 9.990.954.93 9,406,035.52 584,919.41 • 660009TU2 • To: Federal Reserve Bank of Boston Pledgee Agreement PO Box 2076 02106-2076Boston MA Attn: Joint Custody We, the agree to the terms of Appendix C of your Operating Circular 7, dated August 27, 2001, as it may be amended from time to time with respect to the account on your books designated (account number) We further agree that you may accept securities from the Pledger as a replacement of, or in substitution for, those securities presently held (please circle one): with prior approval ❑ without prior approval provided that the replacement or substitution does not reduce the aggregate par amount of securities held in custody for us. (See Operating Circular 7, Appendix C, Section 4.3.) We authorize you to use the following call-back procedure for securities transactions pertaining to this account (please circle one): ❑ three -party call-back ❑ four -party call-back We certify that the individuals listed below may take authoritative action on our behalf with respect to the account, including a direction to release collateral from the account. You may rely on the • authority of these individuals with respect to the account until we otherwise notify you. (Print name) (Telephone) (Print name) (Telephone) (Print name) (Telephone) (Print name) (Telephone) (Print name) (Telephone) 40 (Title) (Signature) (Title) (Title) (Title) (Title) (Signature) (Date) (Date) (Signature) (Date) (Signature) (Date) (Signature) (Date) 2 The Undersigned hereby certifies that he/she is the present lawful incumbent of the designated • public office. Pledgee Naive of governmental unit Street Address or P.O Box Number City, State, Zip Code Official Signature Date Printed Name and Title State of • County of On this _ day of 200_ before me personally appeared , to me personally known or satisfactorily proven, who by me duly sworn, did depose and say that he/she resides at , in the City of , in the State of that he/she is the [Title] of and that he/she executed this document on behalf of me. (Signature of Notary) (Print name of Notary) 0 My commission expires on [Date] before WAOHOVIA Funds Transfer Schedule A - Authorization and Security Procedures (Please read the Guide to Completing Funds Transfer Schedule A before completing this Schedule A.) �y signing this Schedule A, 1 represent and warrant that I have the necessary authority to execute this Schedule A and to elegate authority to access the deposit account(s) listed below, and that I will deliver all documentation to Wachovia Bank, N.A. (the "Bank") as it may require to verify such authority (including corporate resolutions, Secretary's Certificate, signature card or other documents acceptable to the Bank). I agree to the security procedures below (the "Security Procedures") for Initiation of funds transfers (including requests for foreign drafts) from the specified deposit account(s). These Security Procedures are in accordance with the Special Terms and Conditions for Wire Transfers in the Deposit Agreement and Disclosures for Personal or for Commercial Accounts (each, a Deposit Agreement"). My Deposit Agreement Is Incorporated herein by reference. I shall complete a new Schedule A to add, change, or delete any account or Information Included in this Schedule A. I shall provide all documents required by the Bank to verify my continuing authority to execute such new Schedule A. I further represent that I am an Authorized Signer on all of the deposit accounts listed below. SECTION f — Customer Required Information CuatomedCompany Full Legal Name: - Physkal Sweet Addreae (Not a P.O. Box): Mr. SrI-u----te�� Zl�IP Codes Mailing Addreaa br Telephone $sissy Codes (Opeona0: CRY: I Stele: 123P Code: _ Cameri Name (RepJred): Phone Numbm (RegWred): Fez Number. SECTION 2 — Initiation Method Pemonal/Consumer Accounts (Check one): ❑ Telephone ❑ Walk -In (Do Not Issue Security Codes.) CommerclatiCorporate/Small Business Accounts (Check all that apply): ❑ Telephone D Integrated Payables ❑ Wachovia Connection ❑ SWIFT ❑ Walk -In (Do Not issue Security Codes.) Review Section 6 - Standard Security Procedures below for the chosen Initiation method. ■ GFTSA ■ • 562209 rev 05 Page 1 of 8 Iniliab Date SECTION 3 — Account Designation I have checked "Nevi/' solely to establish funds transfer authorizations on my deposit account(s) listed below. I have indicated those accounts for which my Representative(s) (defined In Section 5 below) should be notified. I have checked "Add" to Include ditional deposit account(s) on my funds transfer record. I have checked "Change" to modify Notification on my accounts) in y funds transfer record. I have checked "Delete" solely to delete accounts from my funds transfer record. I have checked "Rep Only" to Indicate those accounts already on my funds transfer record to which I am adding or modifying my Representatives. The Account Label column is used solely to identify account(s) for Representative access specified in Section 5. Account Label Action (Check ONE below) state state Account Number & Full Name of Account (Check ONE below and select Notification Method In Section 4) ❑ New ❑ Add ❑ No NoWcation ❑ Debits Only A ❑ Change ❑ Delete ❑ Credits Only ❑ 9091 Rep Only Now ❑ Add ❑ No Notif1caeon ❑ Debits Only B ❑ Charge ❑ Delete nil ` . ❑Credits only ❑Both ❑ Rep only ❑ New ❑ Add ❑ No Notification ❑ Debits Only C ❑ Change ❑ Delete ❑ Credits Only ❑. Both ❑ Rep Only JJJ ❑ New ❑ Add ❑ No No118callon ❑ Debits Only D ❑ charge ❑Delete I I ❑ Credits Only ❑ Both ❑ Rep Only �f SECTION 4 — Notification Method I have selected one notification method for all accounts specified for Notification In section 3 above. PersonaVConsumar Accounts: Commercial/Corporate/Small Business Accounts: ❑ U.S. Mail Consolidated Advice (available for credits, ❑ Integrated Payables and/or Receivables (available for debits or both). credits, debits or both). ❑ Funds Transfer Fax (available for credits, debits or ❑ U.S. Mail Consolidated Advice (available for credits, debits both). Fax number is specified In Section 1 above. or both). ❑ Funds Transfer Fax (available for credits, debits or both). ❑ Telephone (available for credits only). Complete Fax number Is specified in Section 1 above. Section 5 below. ❑ Telephone (available for credits only). Complete Section 5 below. ❑ SWIFT MT900/MT910 (available for credits, debits or both) SECTION 6 — Authorized Representative Designation for Telephone or "Walk -In" Initiation Methods Only (NOT applicable to Wachovis Connection, Integrated Payables and SWIFT Initiations.) ❑ 1 authorize the representatives named In the table below (each a "Representative") to initiate or verify funds transfers on my behalf or to receive telephone notification of credits. I have checked "New" solely to establish funds transfer authorizations for my RepresentatNe(s) listed below. I have checked "Add" to include additional Representative(s) on my funds transfer record. I have checked "Change" to modify the Telephone Number(s), Account(s) to Access or Entitlements with Limits for my Representative(s) on my funds transfer record. I have checked "Delete" solely to delete any Representative from my funds transfer record. SST' ❑ If I check this box, I must NOT complete the table In this Section 5. I authorize the Representatives) previously authorized for an existing account access to the same funds transfer • authority for the account(s) listed in Section 3 of this Schedule A. My existing account number is: 562269 rev 05 Page 2 of 6 Initials Date Action (Check ONE below) Accounts to Access (Check ONE below) Enticements with Limits (Check all thal apply and specify Dollar emit per transfer) Ne, ❑ Add n� Change 11 Delete ReMeeentathe Noma: Non-repeaaue Entry S Repetitive Entry S I���' Non -repetitive Verily $ L.i Repetitive Verily S Q Telephone Nottticatlon of Credits (for all Dollar amounts) Tel Number. ❑ Ali accounts in Section 3. ❑ Assigned Account Labels) from Section 3 ❑ Same accounts as previously authorized for Representative named: ❑ Nam, Add ❑ Change ❑ Delete Repreeemldlue Name: Q Non-repeUUva Entry S ❑ Ropetlflve Entry S ❑ Non -repetitive Verify i RepedtNe Verify S ❑ Telephone Notification of Credits (for all Dollar amounts) I Telephone Number. All accounts In Section 3. ❑ Assigned Account Label(s) from Section 3 ❑ Same accounts as previously authorized for Representative named: ❑ New ❑ Add 0 Change ❑ Delete Represemedve Noma: ❑ Non-repedtlw Entry S RepatRNe Entry f ❑ Non -repent re Verity $ ❑ Repetitive Verity S Q Telephone Notification of Credits (for all Dollar amounts) F Teleph. Number. i All accounts in Section 3. ❑ Assigned Account Labelle) from Section 3 ❑ Same accounts as previously authorized for Representative named: ❑ Nsw ❑ Add Change Delete RepheaemeWa Name: 0 Non-repetem Entry $ Q, RepeUM Entry $ ❑ Non-rapatltive Verify $ ❑ Repetitive verty is Telephone Nott6eation of Credits (for all Dollar amounts) Telephone Number. ❑ All accounts In Section 3. ❑ Assigned Account Label(s) from Section 3 ❑ Same accounts as previously authorized for Representative named: SECTION 6 — Standard Security Procedures A. Security Codes (For Telephone Initiation ONLY): The Bank will assign Security Codes and forward them along with an acknowledgement form to the Representative(s) designated by me. My Representative(s) must return the acknowledgement form to the Bank. A Security Code will be activated by the Bank only upon the Banles recelpt of the acknowledgement form. B. Call-backs (For Telephone Initiation ONLY): A "call-back' occurs when the Bank telephones any of my Representatives (other than the Initialing Representative) to verify the authenticity and accuracy of a funds transfer request. The Bank may use varying criteria for call-backs, such as Dollar amounts and Individual limits; however, the Bank will Initiate a call-back to verity the authenticity, of each funds transfer request as follows: (1) repetitive transfer orders in amounts greater than One Million Dollars ($1,000,000.00); and (2) non- repedfive transfer orders in amounts greater than Twenty -Five Thousand Dollars ($25,000.00). If the verification cannot be performed by the Bank by 5:30 p.m. ET on a banking day, my funds transfer request may be canceled by the Bank. I may elect different call-back limits or single control by executing and delivering to the Bank Funds Transfer Schedule B - Devlation from Secunty Procedures. C. Integrated Payables Initiation: If I am an Integrated Payables customer of the Bank, I acknowledge and confirm that the Bank offers software data •encryption and message authentication. As described in the Integrated Payables Service Description, I follow ANSI standards X.9, X12.42 and X12.58 concerning changing the value of the key(s) a minimum of every thirty (30) days. 562269 rev 95 Peps 3 of 6 Initials Darts D. Wachovia Connection InVdatlon: If I am a Wachovia Connection customer, I acknowledge and confirm that Wachovia Connection provides a module for security administration, Including setup and maintenance of Representative(s) and repetitive instructions, to be performed by my security administrator(s). Various security options have been made available to me by the Bank for funds transfer initiation and repetitive instructions creation, including up to nine (9) levels of approval. It is highly recommended by the Bank that I and my Representative(s) utilize a multifactor authentication "token" assigned by the Bank In order to access the Payment Services modules of Wachovia Connection. I may elect not to utilize the Bank's multifactor authentication token by executing and delivering to the Bank its Wachovia Connection Muftifector Authentication Waiver. I also acknowledge and confirm that: (1) 1 may directly add, change or delete deposit accounts on which I choose to engage in wire transfer of funds transactions and Representatives who may perform such transactions via Wachovia Connection, and (i) in the event I take any such actions via Wachovia Connection without my updating this Schedule A as required, such accounts and authorizations shall be deemed authorized by me as if recorded on this Schedule A, and 1 incorporate those accounts and authorizations in this Schedule A by this reference. To the extent that I utilize Wachovia Connection to Initiate a foreign draft, I acknowledge that foreign drafts are unconditional orders to the Bank to pay funds from the Bank's accounts, and I accept full responsibility for the protection, safekeeping and use of all foreign draft stock in my possession. E. Facsimile Payment Orders: The Bank may, in its sole discretion, elect to accept my transfer orders by facsimile transmission (fax). I must complete and deliver to the Bank Funds Transfer Schedule B - Deviation from Security Procedures In order that taxed funds transfer orders may be accepted. If the Bank agrees to accept my faxed transfer orders, the Bank will treat them as telephone Initiated requests, and the Bank will utilize additional security measures such as call-back verification. All funds transfers Initiated by fax require a minimum of one (1) telephone communication between melmy Representative and the Bank to verify that the Bank is in receipt of my faxed request and that no data has been altered in its transmission. I must provide the Bank with my Security Code at the time of this communication. A second call-back verification may be performed by the Bank based on the Dollar amounts listed in Paragraph 6B of this Funds Transfer Schedule A - Authorization and Security Procedures or listed In Funds Transfer Schedule B - Deviation from Security Procedures, if applicable. F. SWIFT Initiation: If I am initiating my payment order through SWIFT, I acknowledge that the Security Procedure used to verify that I am the originator of the payment order or other communication requesting an amendment, cancellation or other action regarding the payment order, Is the SWIFT Authentication Procedure published In the SWIFT User Handbook (as it may be amended •from time to time). SWIFT initiated payment orders shall Include those Initiated through the Bank's Member Administered Closed User Group (MA-CUG) established with SWIFT. SECTION 7 — Customer Authorizatlon By completing and signing this Schedule A, I specify those Security Procedures I believe to be appropriate and commercially reasonable for my circumstances and the type, amount and frequency of funds transfers (including requests for foreign drafts) from my deposit account(s). I shall keep the Security Procedures confidential and I shall not disclose them to anyone other than my Representative(s). I shall have sole responsibility for providing adequate security over the Security Codes and, If I am a Wachovia Connection customer, over any Identifications, passwords, or token devices provided to me by the Bank. I am solely responsible for the consequences of any fraudulent or unauthorized message that employs those Security Codes, Identifications, passwords or token devices. I Indemnify and hold the Bank harmless against all suits, actions, losses, damages, expenses, or liabilities (Including attomeys' fees and expenses) directly or indirectly caused by any unauthorized, fraudulent, or negligent use of my Security Codes, Identifications, passwords, or token devices. This indemnity does not apply to the extent any toss, damage or expense shall have been caused by the Bank's gross negligence or willful misconduct. If I or any Representative believe(s) that a Security Procedure or Security Code may have been lost or learned by an unauthorized person, I must notify the Bank immediately at 800-73W320 or 8005885468. If I or any Representative believe(s) that a Wachovia Connection Identification, password or token device may have been lost or learned by an unauthorized person, I must notify the Bank Immediately at 800521-6006. Initiation of a funds transfer request by me or any Representative shall be deemed conclusive evidence of my and their present authority and intent to be legally bound by all provisions of this Schedule A and the Deposit Agreement. This Schedule A will continue in full force and effect (i) until a subsequent Schedule A shall be received by the Bank and (11) to the extent amended or modified by such subsequent Schedule A, and (iii) if I am a Wachovia Connection customer, until such time as I shall add or change any account to utilize wire transfers of funds without having updated this Schedule A. • 662269 rev O6 Pape 4 cf 6 Initials Date 4Vull Legal Name of Customer Customees/Authorized Signer's Signature I Authorized Signer's Name 6 Title (please print) Data For Wachovla Bank Use Only This Funds Transfer Schedule A has been verified as complete by the Bank Officer, Financial Center Manager or Assistant Manager, Financial Specialist, Customer Relationship Manager, Relationship Specialist/Client Account Manager or Client Management Associate Identified below. Name and Title (please pant) Bank Authorized Signature Phone Number Mail Code Date is Guide to Completing Funds Transfer Schedule A Section Guide The following table describes the sections of Schedule A required for each wire transfer/foreign draft initiation method. Initiation Method Required Sections Telephone (including telephone as a contingency service) 1, 2, 3, 5, 7 Walk-in 1, 2, 3, 5, 7 Integrated PaysbW 1, 2, 3, 7 Wachovla Connection - 1, 2, 3, 7 SWIFT 1, 2, 3, 7 Section 4 is optional for any wire service. SECTION 1—Customer Required Information • Complete the mailing address If the address to which Security Codes (for the Telephone Initiation method) are to be mailed Is different from the street address. • Complete the fax number If requesting fax advices of Incoming and/or outgoing wires. SECTION 2 — Initiation Method • Select'Telephone" If you want to initiate wirestforeign drafts by telephone, even If you occasionally go to a Wachovia Bank office to initiate your payment. • Select "Walk -In" only if you plan always to Initiate wires and foreign drafts in a Wachovla Bank office. • Select "SWIFT' only if you will transmit your payment orders to the Bank through SWIFT. This initiation method includes the Bank's Member Administered Closed User Group (MA-CUG) established with SWIFT. • Do NOT complete Section 21f you are completing Schedule A solely to add, change or delete a notification service. 562269 rev 05 Page 5 or 6 Guide to Completing Funds Transfer Schedule A -continued �EC71ON 3 — Account Designation • Describe accounts that you authorize to be debited for wire transfers or foreign drafts. Also Include accounts that may be credited with Incoming wire transfers for which a notification option is needed. • Check one box in the Notification column to receive notification about wire activity on the account. The notification method (specified in Section 4) and the type of transactions (debits, credits or both) for which you request notification must agree. Additional charges may apply for notification services. • If you need additional space, please attach a list continuing the Account Label column with E, F, G, etc. The Customer/Authorized Signer must sign the Ilat. SECTION 4 — Notification Method Complete this Section only if you Indicate a notification method for at least one account in Section 3. SECTION 6 — Authorized Representative Designation Complete this Section only 'dyou have selected Telephone or Walk -In as the Initiation Method or have selected Telephone as the Notification Method. The following Instructions apply to the completion of the table In Section 5: • In the "Account to Access" portion of the table, three options are provided to indicate accounts that can be accessed by each Representative. • The first option grants the Representative access to all of the accounts listed in Section 3. • The second option grants the Representative access to specific, but not all, accounts listed In Section 3. List the Account Label(s) from Section 3 that correspond to the account(s) to which the Representative Is to be granted access. • The third option grants the Representative access to the same accounts as an existing Representative. Provide the existing Representative's legal name. • In the "Entitlements with Limits" portion of the table, check all functions each Representative shall be authorized to perform and provide the maximum dollar amounts for the Representative. To avoid possibility of error or confusion, enter the entire dollar amount In all of the dollar amount fields (no abbreviations such as"$23l • Note: There must be at least one Representative with entry authority and one different Representative with verification •authority, unless you have completed a Funds Transfer Schedule B to authorize Single Control. • For additional Representatives please attach another Schedule A. SECTION 7 — Customer Authorization Schedule A must be signed by an Authorized Signer an all accounts listed on the form. The Authorized Signer must also Initial and date pages 1, 2, 3 and 4 of the 6-page form. Funds Transfer Document Checklist Complete... To... Funds Transfer Schedule A —Authorization and Security Authorize setup of a wire transfer/foreign draft Initiation service. Procedures Funds Transfer Schedule B — Devietlon from Standard Authorize single control for telephone -initiated payments, to Security authorize fax initiation or to change the repetitive or non-mpefte verification thresholds for telephonelfax Initiated payments. Funds Transfer Schedule C— Repetitive Transfer Instructions Setup repetitive Instructions for funds transfers Initiated by telephone or Integrated Payables. This Schedule is not required for repetitive instructions (a.k.a. templates) setup on Wechovia Connection. Funds Transfer Schedule DI — Standing Transfer Orders Establish or update Standing Transfer Orders, which are automated wire transfers based on established criteria to determine wire amount. Funds Transfer Schedule 02— Drawdown Instructions Authorize processing of an incoming drawdown request, which may result In an outgoing wire transfer. Also complete this Schedule to establish or change repetitive Instructions for outgoing drawdown requests Initiated by telephone or Integrated Payables. • 562269 rev 05 Page 6 or 5 W�1MCWIA Funds Transfer Schedule B - Deviation from Security Procedures This Schedule ccedull duress des whit in( yyoouur deposit accounts with us era subject to a deviation from the standard • 3ahedule A under the Security Procedures sedon. CustomadCompany Name: (1) Street Address: City. State: Zip Code: Contact Name: Phone: Fax: Non -Repetitive Verification Thresholds: (2) ❑ New ❑ Update ❑ Delete • Account Number Non -Rep Vedficetlon Threshold Account Number Non -Rep Verification Threshold It s If e $ s s s $ $ ❑ OR ONe ALL accounts Ilatw the mDdmum 9mt of s9,9a9A99,999.99. If Into box Is checked, customer requests NO verification to coMnn ANY rvarr-repeaha transfer Instructions lees than or equal to s9,999,999,999.99 far all accounts listed above. ❑ OR ctive ALL accounts Assail the Mrimum Ilmit allowed of $1.00. If thts bone Is checked, verification will be required for all nonrepetitlre transfers. Repetitive Verification Thresholds: (3) ❑ New ❑ Update ❑ Delete Account Number Rap Vedtoetlon Threshold Account Number Rep Verification Threshold s s s If s $ s $ s s ❑ OR Olve ALL sccamts liked tce mandmum Ilmt of $9,999,999,999.99. If tie boo Is cMdmd, cusornerrequests NO verification to cordknn ANY mn•moelted repst llve transfer tretnxtlore lase than or equal to $9,999,999,999.99 for all accounts listed above. ❑ OR ONe ALL accounts Inked the minimum limit avowed A s1.00. II tds box is checked, vedAcallon will be required or 90 repetitive trarufers. ❑ Single Control: Customer requests callback verification to be made to any of the following Representatives hated below. If Us box Is checked, we MAY perform a callback to the same Representative who Initiated the wire. InVislon cwtornam will be Issued two unique passwords and IlYa for each Refxeemtatlw listed. ❑ Facsimile Transfers: Customer requests to fax their funds transfer Instntclions to the Bank following the guidelines In the Security Procedures In Schedule A. I - Customer Autrortratom Customer acknowledges that inaaselng verification ants, single control, no calbac k verification, and fax Initiated Instructions ere deviations from standard aeadty procedaes for funds transfer and Involve certain risks. Wac ovie Benk, NetlorW Association does lot consider these devlallons commercially reasonable security. The customer assumes full responsibility for all risks of loss due to unsultodzed or emonecus fords transore made wihout verification as.a result of 96 request. Fudhemore, the customer Indemnities and holds harmless the Bank Its offkesa, employees, and agents from any and all losses, damages, or claim of any Mud arising out of a In connection with funds transfer Instructions made In accordance with this request By signing below you are autlnrzing the Funds Transfer Devielbn from Standard Security Procedures. This wAhodzetbn will continue in full force and effect urtll an updated Funds Transfer Schedule B DeAudon from Standard Security Procedures will be received by the Bank. (e) GYNmwNems e,q TW row.e prom) cW.skn DM set wnimm.me: lam Meteen wrrbx oorrplM. Cwimwr Maw.lMe br,wmM eyM Capareb ReeMMMn a8M1aM rani Beet oRrerMme, lee end Emplwee D (pNm pM) • 8wtD Pharr Namher MA Case ew osh.r ai,, h 0M 000a MgYmlRev%lpepetor] orwNM.ru,le Tn Cm-Mrxnrr CM-RebpanM4M.W Releem 7l Schedule B -Customer Acsisfent Treasury SeMces DMslon - Global Funds Transfer Instructions for conplaing-Rance Transfer Srhduls B' Funds Transfer Form for Deviation from Sewdty Procedures For Telephone, InVfelon, WEB InVlsim and PC InVlsion • SECTION i e Customer Information -Enter Company name, address, and telephone number uethg only we company per form. NOTE: Sections 2 end 3 have check boxes to determine what action should be taken. The definitions for these dads boxae are as follows: New- to be used for new o stmer set Lips ONLY. Update - to add a new examtftheshdd a msita changes to an existing ecoourdheslald. Delete - to delete an acmunWreslold SECTION 2 e Nm41opedtive Ve fficatlon Threshold The customer designates a thestold other than the standard E25,000 for nonteperhhva verifications by filing In the account number and the dollar amount above which all rwrrrepetillve transactions will mcpAre verification. To designate on unlimited threshold is. no rffHWWU" transactions will require verification. check the box labeled 'OR Me afi accounts listed the maximum fin* of $9 gg9 ggg,099 W. To designate vedficetlon mall rorwepeBWe transactions, check the box labeled'OR Glue elf accounts the aftnum Ikofi atoned of d1.00.' SECTION 3 e Repedtl"VerlScoUon Thresholds: RepatRlve VwMcadon Thmehdd The customer designates a threshold other can the standard $1.000,eoo for repetitive verifications by filling In the eccoum number and the dollar amount above which all repetitive san sadiora will equlre verification. To designate an unlimited threshold Le. no epetiltve transactions will require verification, check the box labeled 'OR Oahe all acca(vms fkted fire maximum"ofSg,tlg0,g .999.gg'. To designate vedgeeom on all repetitive Ira actions, deck ere box labeled 'OR Give all axxxxms the ff"nu n fimil allowed of $1.00.' If a customer wishes to designate single control for their aoxonts Le. the same Individual who initiates a wire may also verify it May can do fro by daddng the box labeled 'Custanerragdesfs that ved0catbn to corm transfer Instructions may be made by Ma same Repeser"M who Wff&ed Una wlra'. After &edit the box, the names of Individuals who should be granted single oomml should be designated In the spares provided. NOTE: TNa single control will be act up for both PC and Volpe Iraetlon. • To request the abli ty to send funds transfer Instructions vie lax, deck the box labeled'Fecslmlle TrendM-. NOTE: Security guidelines noted In Schedule A must be followed. • SECTION 4 e Aulhorbed signatures mist be Included on the Schedule B. ORM emxrelM01)Pp 2012) WAOHOPIA Funds Transfer Schedule C Repetitive Transfer Instructions This Schedule C specifies RapetiBves that the customer authorizes Wachovie to setup In accordance with the Wire Transfer Terms and Conditions set forth In the AllpoeIl Agreement, which is Incorporated herein by reference. The bank will mail the cetomer a copy of the Repettave setup. It Is the customer's responsibility lWo* the Bank Immediately If it has not been setup accurately. The customer's use of the Repe#M Number constltules acceptance. This Schedule C must TIA signed by an Authorized Signer of the accounts listed. ❑ New Setup ❑ Update to Previous Setup RurmHHvAa R-e5 jggve um r sn a Number I Currency Irdennedary Bank Name and Addffin (OWk Am W nXA&d through, ry na Wmer ery Bank Name and Address B ryBank Routing Numberrest nett ery Aunt Nurnbar afeence TAXI um n en Number Currency Infamedwy Bank Norne Anti Address (Suk was Is routed t rout , s mr=dIRry dAnK Kouang Moeller BerwItclary Bank Nam and iory Bank Routing Nunter BanalldW Nam aid Address eficiary Account N=bw RaleranctsText Numberu umCurrency Inemedary BAmt Rem end Address (Bank win, is routed group krrown) Intannadary "nit Rouft Numbew ry Dank NerM AM Address Senallc1my Bank Routing Number BeneficlarYINISmandAddress Beneficiary Account Number Rateerxxr 7 The signer balm is Authorized to request the setup of the RepsBWes listed an this Schedule C. Nemesm Tasrpmq Slauxss aam Phone Number N. eW M. (PdnO Aurarbed souurs saw PiG. NumEsr RELATIONSHIP MANAGER RC ' • 1 Form has been . vedaatl cunpWo. Pomrume,Dme Database Updated! Stanmure has been " alp vedeed AsNnst orporate Rasdudon vedl etl or sign&"card. SgreWreNss 9lpubiwasb _ 1 Does WV71(Psas 10 1) WhBe-Funds Transfer Canary -Customer Pink- Relationship Manager Astembn,rrsrn Funds Transfer Schedule D Standing Transfer Orders and Drawdown Instructions This Schedule D specifies Standing Transfer Orders andfor Drawdowna that you Butt rim us to setup In accordance with the Wire Transfer Terms and Alliftnditlons set forth In our Deposit Agreement, which Is Incorporated herein by reference. The bank will mall the customer a copy of the Standing Transfer Order Drawdown setup. 11 Is the customers responsibility to notify the Bank Immediately It it has not been setup accurately. This Schedule D must be signed by an �fdhorized Signer of the accounts Hated. ❑ New Setup ❑ Update to Pm4cus Setup Standine Tranafer Orders ISee reverse for explanation of Standing Transfer Order options.) VVBNA Debit Account Nimur Beneficiary Bank Routing Number Banddery Bank Name a rase n rY erne . Beneficiary Amount Nurnber Rafteenas Defer Mad Amount ❑ Intreasy Balance ❑ Star of Dry Balance, requerlcr M1 to be Itelesuedo ( UrIGZ 1 rOMFIgn Drawdown Transfers Dmwdawrle ere Incoming messages from another financial Institution requesting us to debit your account and wire the funds to a specified ABA Routing Number and beneficiary account. You can preauterte these requests by completing the below fields. Number Requesting Bank ABA Number Fuestmi; an rasa rans on m - not a amount.) ary Account Number Account Number K8qUMng umber Requesling8aakkidian swW net behonored Rime samount Beneficiary Aouourd Number The signer below Is authorized to request the setup of the Standing Transfer Orders and Drawdowns It" on this Schedule D. N,m mWTa,(Pdnq Aoawrbed simebn Deb Phew NW&r None and Tee (PdrN Aueedad asrewm Der, Phae Numbr RELATIONSHIP MANAGER RC FUNDSTRANSFER Form has been "Prod rnmWets. Defabass Updated &aaMwm . . PMlwmwm,b SIIPraturehas been 11 wMfied Nalnn Foryaeta FWoluban Verified or signature card. 8gn,vNDm, slywbealDNe . 0DWVM2e)(Peaa1ar2) White -Funds Transfer Canary -Customer Pink- Relationship Manager R,ume 7YMS Standing Transfer Orders. • A standing order Is a repetitive transfer that the system Initiates automatically, at a user -defined time or Interval. Standing transfer Orders can be used to transfer a specified amount of money or achieve a certain account balance. A standingorder can be for a . fixed amount each time; or, the amount can vary with the amount balance. Transfer Fixed Amount means the dollar amount of each repetitive transaction for this standing order Is a set value (i.e., same amount each time). Drawdown Opening Balance to Peg Amount means each time this standing order Is Initiated, the debit accounts balance Is drawn down to a specified dollar amount (peg). Drawdown Opening Balance to Zem means the debit accounts opening balance Is drawn down to zero at start-cf-0ay (i.e., wire entire start -of -day balance). Drawdown Against Intraday Balance to Peg Amount means the debit accourWe Intraday balance is drawn down to a specified dollar amount (peg) at a designated time of day (Le., wire In excess of a stated amount). Frequency: Daily (every business day); Weekly (name day of week); BI-weekly (name day of week); Monthly (name day of month); End of Month (last business day of month). is • OOeO 502287 (Page 2 of 2) ESTIC AND INTERNATIONAL WIRES AND ® WAOHOVIA Fx DRAFTS Do you need to make same -day payments within the United States or cross -border payments in U.S. dollar (USD) orforeign currencies? AN UNCOMMON Wachovia offers you a variety of ways to initiate domestic and international payments: SOLUTION DOMESTIC WIRE TRANSFER — Transfer money electronically on a same -day basis within the United States. INTERNATIONAL WIRE TRANSFER — Quickly and efficiently get your payments to beneficiaries anywhere in the world using our extensive network of correspondent banks and bank accounts. FX DRAFrs — Make foreign currency or USD payments via a draft (a check -like instrument) drawn on a bank physically located in the region of the world to which you are making the payment This local presence enables easier and less costly clearing than if the draft was drawn on a U.S. bank. HOW YOU CAN SPEED — Domestic wires are delivered on a same -day basis; international wires are • BENEFIT usually delivered to the beneficiary within two days. SAFETY — Comprehensive fraud controls are employed throughout the wire transfer process. FINALITY OF PAYMENT — Wire payments are considered final, allowing recipients to know they have been paid and to conduct business accordingly (e.g. release goods, execute closing documents, etc.). • INrERNAnoNAL PAYMENTS — Cross -border payments can be made in either USD or foreign currency to meet your specific needs. THE WACHOVIA INITIATION OPTIONS — You can initiate your domestic and foreign payments online ADVANTAGE through Wachovia Connection®, via an Integrated Payables file transmission, through SWIFT (either as a direct member or through our SWIFT Member Administered Closed User group [MA-CUG] service) or by phone. Standing transfer orders can be established for recurring payments. INFORMATION ACCESS — Our online reporting system allows you to review currentday, future and historical wire transfers and to obtain comprehensive information on both incoming and outgoing wires. • COMPErrrrvE FOREIGN CURRENCY RATES — Our access to the foreign currency markets and automated systems allows you to obtain competitive exchange rates. 0 THE WACHOVIA GiLOBAL Nmwoax — Our direct account relationships with more than 3,000 ADVANTAGE correspondent banks reduce errors, delays and costs. (CONTINUED) GLOBAL PRasENce — Our 33 international representative offices and seven international branches enable Wachovia's customer service teams to quickly address and resolve foreign payment inquiries by communicating directly with beneficiary banks. HOW OUTGOING You initiate and authorize a wire transfer via the Web, SWIFT/SWIFT MA-CUG service, Integrated Payables file transmission or phone. DOMESTIC AND — The Wachovia Connection system offers a secure Web initiation platform that INTERNATIONAL allows you to control authorization access and levels by individual and maintain WIRES WORK wire templates for use in executing repetitive wires. You can initiate domestic and international wire transfers as well as domestic and international drawdowns and third -party payments through this system. Competitive foreign exchange rates are assigned to your foreign currency payments during initiation. — The SWIFT/SWIFT ALL-CUG service offers the convenience and security of large - volume payment initiation using the SWIPT infrastructure. — The Integrated Payables service allows you to initiate domestic and international wire transfers through a single transmission to the bank Competitive foreign exchange rates are assigned to your foreign currency payments. You may optionally view and approve the exchange rates online prior to final payment processing. • — The phone service can be used to initiate wires when your payment volume is low. Wachovia's automated process reviews the format and routing, verifies balances and confirms regulatory compliance. • :Wachovia utilizes our vast correspondent bank account network to expedite international payment processing. • 'Wires may be sent via FedWire or CHIPS. The SWIFT network is utilized to deliver payment instructions. Standing wire transfer orders can be established for recurring domestic or foreign payments and automatically created based on one of the following criteria: — Account balance with wire thresholds and incrementing options — Fixed amount — Drawdown requests based on a fixed amount Multiple information reporting options are available based on your needs, including Wachovia Connection, Integrated Receivables, SWIFT confirmations and statements, BAI files, fax and e-mail reporting, and mailed advices. P 0 • You initiate and authorize a foreign draft via Wachovia Connection, Integrated Payables HOW FOREIGN file transmission or phone. DRAFTS WORK — The Wachovia Connection system allows you to print and complete foreign drafts in your office. You may also maintain foreign draft templates for use in executing recurring drafts. — The Integrated Payables service allows you to initiate foreign drafts through the same transmission as your wire transfer payments. The drafts are printed by the bank. You have the option of receiving the printed drafts or having them mailed directly to the beneficiaries. — The phone service can be used to initiate foreign drafts when your payment volume is low. The drafts are printed by the bank. You have the option of receiving the printed drafts or having them mailed directly to the beneficiaries. Foreign drafts are cleared through our correspondent bank relationships. To prevent fraud, a SWIFT authorization message is sent to our selected correspondent bank to confirm draft details and to authorize payment. • Wachovia s automated process verifies balances, confirms regulatory compliance and sends the SWIFT authorization message. • The information reporting options available for domestic and international wires also include foreign drafts. E OTHER TREASURY WACHOv1A CONNECrtON — Gain online access to same -day or historical balance and MANAGEMENT transaction detail, account services and account reconcilement — all within a customer - managed, secure environment SOLUTIONS TO INTEGRATED PAYAaces — Initiate ACH and check payments along with your global wire CONSIDER transfers and FX drafts in a single file of payment instructions. Payment instructions may be sent in standard or custom format and may include remittance information. An ideal solution for your B213 trade payments. INTEGRATED RecsrvAat.Es — Receive a single electronic file of remittance information for both your electronic and paper payments. Information can be provided in either standard or custom format. ACH — Automated Clearing House services offer access to a sophisticated range of systems to initiate and manage ACH transactions, a convenient and cost-effective alternative for timely payment of suppliers, taxes, vendors and employees. You can also use our ACH services to consolidate cash on an automated basis for payment initiation. TALK TO US If you would like to implement Wachovia's Domestic and International Wire or FX Draft service, or if you would like to receive more details about the other treasury management solutions, contact your Treasury Sales Officer, call us at 800-377-9208 or e-mail us at treasurycontact@wachovia.com. 0 SECTION 8— WAUSAU IMAGE RPS REPORT SAMPLES WACHOVIA'S LOCKBOX NETWORK Ert3161t & t Wausau Image RPS Report Samples Sample Account Listing Report (Sorted by Customer Account Number) NACROVIA RETAIL LOCKBOX ACCOUNT LISTING REPORT - BY ACCOUNT PROCESS DATE: 01/26/2002 PRINTBDI 01/29/2002 CLISNT ID/NAMRi 064/NACROVIA ABC COMPANY APPLIED BATCH BATCH 8E9 1 APPLIED BATCH BATCH 8ED COUPON ACCOUNT # AMOUNT ID tl 0 1 COUPON ACCOUNT R AMOUNT ID M A ...................................................................................... OOOGOOOOCOOOIIO0013 179.31 102347 0110007 0000051 0000000000001100041 0.34 102346 000006 000005 0000000000001100074 12.50 102347 000007 0000011 0000000000001100111 33.49 L02345 000005 0000011 0000000000001100122 1.18 102346 000006 000006I 0000000000001100275 3.24 102347 000007 000003 0000000000001115473 55.62 102346 000006 0000011 AW 0 r"k • • DESCRIPTIONACCOUNT LISTING REPORT DESCRIMON Coupon Account Number The mstomees account number from the coupon. Applied Amount 'Ihc dollar amount applied to the account Batch ID Number The internal batch ID number assigned by the IMAGE RPS system during the Image Capture Na. Batch Number The batch number assigned to the batch of work processed during the Imagc Capture Pass. Sequence Number The seqOeoCe number of the itcm within a batch of work assigned during the Imago Capture Pass. Wt prmtd 1131004 6:01 PM Page 41 of 74 P:oprietvy A CwIsknuel SECTION 8— WAUSAU IMAGE RPS REPORT SAMPLES WACHOVIA'S LOCKBOX NETWORK • Report Description For Singles, Multiples, Cheek Only And Checks & List Reports (Sample reports follow) is • HEADINGDESCRIPTION Coupon Sequence Sequence number of the coupon within a batch of work processed. It is assigned during the Image Capture Pats. Stub Amount Dollar emarmt applied to account fmm the coupon. Stub Account Number Customer's account mnmbar from the coupon. Transmit Batch Number Batch number assigned to the batch of work if ctntomer re -batches at transmission output filers. Transmit Sequence Number Sequence number of an item within a batch of work Processed, assigned only if re-batching occurs to build transmission output file. Check Sequence Sequence number of the check within a batch of work processed. It is as- signed during the Image Capture Pas. Check Amount Dollar amount applied to account from the check. Check R/T Number The muting and uannit number on the check. If a read error occurs, this field will be blank. Check Account Number The checking account number on the check. If a read etror accura, this field will be blank. IeA pined 1/512004 6:01 PM Page a9 or7n Propktny @ CAoadestal • • E SECTION 8— WAUSAU IMAGE RPS REPORT SAMPLES WACHOVIA'S LOCKBOX NETWORK Semple Batch Detail Report For Single Transactions MkMW &2 BITE, CLT MACH MA RETAIL LOCABOH PROCESS DATEI 01/26/2002 BATCH DETAIL REPORT DEPOSIT/CONSOLIDATION: 00/01 CLIENT ID/NAMEe 001/96001 ABC COMPANY BATCH TYPE, SINGLES PACES, 2 Of 7 PRIXTHU1 01/26/2002 HATCH NUMBERS 000004 HATCH IDe 006564 <----------- STUB ------- (TRANSMIT) ----- >1<--------- CHECK -------- (TRANSMIT) ------ > BEO STUB AMOUNT ACCOUNT NUMBER BATCH ago CHECK AMOUNT R/T Number ACCOUNT NUMBER BATCH ...................................................................................... 001 504.07 9650321 002 504.07 031100089 3600540599 003 792.30 9649865 004 792.30 031100102 312630015 005 864.26 9512784 006 864.26 031100092 27648304 007 652.77 9732004 008 652.77 031100092 26607094 009 281.89 9727830 010 261.89 031100092 24220699 011 284.63 9699552 012 284.63 231176952 0103830006 013 63.20 9728317 014 85.20 031100092 22617869 015 660.11 9733727 026 880.11 031000011 00416-14527 017 308.98 9681907 018 308.98 031305745 23BS20101 019 365.22 9915575 020 385.22 061100606 8910460 021 B13.62 9741537 022 813.62 031301422 3619512031 023 806.24 9497248 024 806.24 071000013 611000430269 .............. ............... 8115,508.55 <------ BATCH TOTALS ----- > $115,506.55 135 <------ ITEN COUNT ----- > 135 Nor to Awle ICY primed I151M 6:01 PM Pees 50 074 Pmpvt.y A Cw6dMW • • SECTION 8— WAUSAU IMAGE RPS REPORT SAMPLES WACHOVIA'S LOCKROX NETWORK Sample Batch Detail Report For Multiple Transactions EDrM61! &3 SITE, CLT NACBOVIA RETAIL LOCABOR PASS: 1 of 7 PROCESS DATE, 01/26/2002 BATCH DETAIL REPORT DRPOSIT/00MBOLIDATIONt 00/01 PRINTED: 01/26/2002 CLIENT ID/NAME1 001/96001 ABC COMPANY BATCH NUM9ERi 000001 BATCH TYPE, MULTIPLES BATCH IDi 006563 <----------- STUB -------- (TRANSMIT) ----- >j<------ CHECK ------ (TRANSMIT) -------- > ...................................................................................... SEQ STUB AMOUNT ACCOUNT NUMBER BATCH SEQ SEQ CHECK AMOUNT R/T NON ACCOUNT NON HATCH 001 887.15 7025227 002 1,065.96 703329 003 576.29 2310163 004 2,529.40 033504353 4937207 ------------------------------------------------------------------------------------- 005 936.97 0034097 006 2,945.D3 9550634 007 3,882.00 073426129 8114351 ------------------------------------------------------------------------------------- 008 434.79 9727197 D09 505.50 9663380 010 505.30 031309123 0427547623 011 434.79 031309123 0419366406 ------------------------------------------------------------------------------------ 012 1,012.92 9735074 013 759.11 9679758 014 759.11 031301422 0118487823 015 1,011.92 031000011 0031016576 ------------------------------------------------------------------------------------ ............... .............. 612,25D.80 <----- BATCH TOTALS------> $12,250.80 14 <----- ITEM COUNT ----- > 9 Nwfo,od, L" pintW MaM 6:01 PM Page 51 d74 1 wrwa y A C®SBentw E • • SECTION 8- WAUSAU IMAGE RPS REPORT. SAMPLES WACKOVIA'S LOCKBOX NETWORK Sample Batch Detail Report For Check Only Transactions SITR, CLT NACROVIA RETAIL LOCKBOE PROCESS DATE, 01/26/2002 BATCH DETAIL REPORT DEPOSIT/CONSOLIDATION100/01 CLIBNT ID/NAMB, 001/96001 ABC CONPANT BATCH TYPE, CHECKS ONLY PAGE, 5 of 7 PRINTED: 01/26/2002 BATCH NUMBER, 00072D BATCH ID: 058051 <------------- STUB ------- (THANSHIT)_____>I<--------- CHECK ------- (TRANSMIT) -------- > SEQ STUB AMOUNT ACCOUNT NUMBER BATCH SEQ SEQ CHECK ANT R/T NUBBER ACCOUNT NUMBER RATC13 ....................................................................................... 001 50.00 0001279220 00720 0001 002 50.00 053207766 1234567891011 003 75.00 0001366074 00720 0003 004 75.00 053207766 1234567891011 ----------------------------------------------------------------------------------- ............. .............. $125.00 <------- BATCH TOTALS ------- > 6125.00 2 <------- ITEM COUNT ----- 2 EMthHAN &8 IDETAIL REPORT IST TRANSACTIONS BITE, CLT NACROVIA RETAIL LOCKBOK PAGE: 6 Of 7 PROCESS DATE, 01/26/2002 BATCH DETAIL REPORT DEPOSIT/CONSOLIDATION, 00/01 PRINTED, 02/26/2002 CLIENT ID/RAIB, 001/96001 ABC COMPARY BATCH NUMBER, 000721 BATCH TYPE, CHECK 4 LIST BATCH ID, 058053 <--------- STUB ------- (TRANSMIT) --- >I<--------- CHECK ------ (TRANSMIT) ------- > SEQ STUB AMOUNT ACCOUNT NMI BATCH SRO 0E0 CHECK ANT R/T NUMBER ACCOUNT NUMBER BATCH .................................................................................... 001 30.00 0001290562 00721 0002 005 100.00 0001290733 00721 0005 002 130.00 053207766 1934567891011 ----------------------------------------------------------------------------------- 003 225.00 0001758289 00721 0003 006 100.00 OD01758303 00721 0006 004 325.00 053207766 1234567691911 ----------------------------------------------------------------------------------- ............. .............. $455.00 < ------ BATCH TOTALS--------> 4455.00 4 <----- ITEM COUNT --------- 2 Not to wale _ last*ded 115R0046UI PM Pegs SI.f74 ftm.t.y & Cmfideedel SECTION 9 — TRANSMISSION CAPABILITIES WACHOVIA'S LOCKBOX NETWORK • • • Transmission Capabilities Wachovia operates a Data Trawneumn Center called Dawavpnrr. DataExpmss is Wachovia's legacy file transfer sys- tem. It runs on a Tandem Himalayas K20016 platform under version D38 of Tandem's Nonstop Kernel Operating System. The Tandem can accommodate several file transfer protocols, each of which is described below. Retail 1,ockbox clients retrieve files by dialing into Tandem to the platform The standard transmission deadline for processing files same day is 6:00 local time. The current day a files will be available seven days a week, 24 hours a day. Customers can establish additional security in the transmission by using file authentication and/or encryption. Se- curity is provided by the use of a "LOGDX" card sent as the first record of any transmission The "LOGDX" Card contains vital information, such as company ID, customer ID, password, etc, and is used by DataExpress to determine if the current request for "collection or distribution" is valid. Protocols Supported Asynchronous1. .. aOption Xmodem Xmodem-1K Kermit Zmodrm Post Settings a data bits, no parity, I emp bit Modern Speed Up to 19,200 kbps Modem Type Usually any Hayes Compatible (3Com/US Robotics Recommended) Software Pmoomm Plus, pcANYWHERK Hypeneminal (See below) Typical Hardware Pracomm Plus 2.x for Wm- down (16 bit) PCs & systems running Unix operating systems pcANYWHERE 2s for Windows (16 bit) Procomm Plus 3.x for Wm- doves (16 bit) pcANYWHERE 7.x for Windows (32 bit) Pmcomm Plus 4.x for Wm- dows (32 bit) pcANYWHERE &x for Windows (32 bit) Hypertemunel (all versions) I pcANYWHERE 9.x for Windows (32 bit) -NOTE-- pcANYWHERE 10 is NOT supported Last pitted 11520046:01 PM Page 53 of74 Pmpktoy R ccnfi&" IN WACHOV WACHOVIA REMITTANCE SERVICES AGREEMENT RETAIL SERVICES This REMITTANCE SERVICES AGREEMENT ("Agreement") is made as of this _(1.A)_ day of ("Effective Date"), by and between Wachovia Bank National Association ("Wachovia") and (2) ("Client"). In consideration of the payments to be made and services performed under this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are herby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 1. SERVICES. Wachovia agrees to provide to Client the lockbox services which are described in Schedule A attached hereto and made a part hereof ("Services"). Services not included in Schedule A but which Client may request and Wachovia hereafter provide shall also be included within the definition of the term "Services". Client shall use 10 cornmercially reasonable efforts to notify Wachovia promptly of changes in Client's business activities that might cause material fluctuation in processing volumes. Processing volumes in excess of (3)_ (see Section 6(f) below) shall be processed and reimbursed as mutually agreed between the parties. 2. CHARGES AND PAYMENT TERMS. Client agrees to pay Wachovia its charges for services as set forth in Schedule B attached hereto and made a part hereof, and as otherwise mutually agreed for additional and modified Services ("Charges"). Wachovia will send Client invoices on a monthly basis for Services rendered and Charges billed. Invoices shall be due upon receipt. A service charge at the rate of one and one-half percent (1-1/2%) per month (18% per annum) shall accrue and be payable by Client on the portion of any invoice that remains unpaid for more than thirty (30) days from the date of the invoice. Client shall be responsible for payment of all taxes applicable to the Services, which taxes may be measured directly or indirectly by payments made under this Agreement or that are otherwise required to be collected in connection with the Services, excluding franchise taxes and taxes based on the gross receipts or net income of Wachovia. Wachovia may invoice Client for any such taxes for which Client is responsible. Invoice amounts are not subject to discount, withholding, adjustment or setoff by Client under any circumstances. The Cages date -Client must report to Wachovia in writing any invoice errors within ninety (90) days of the date of the error. Wachovia shall not be responsible for invoice errors reported after such ninety (90) days and the original invoice shall be considered correct. 3. RETENTION OF DATA. Wachovia agrees to retain data that is electronically sent to Client for five (5) business days from the date such data is sent to the Client. If such data is lost or damaged during such retention period and such loss or damage were caused by Wacbovia, Wachovia shall incur the cost of reconstruction and/or regeneration of the lost or damaged data using available Client data. If such data were lost or damaged during such retention period and such loss or damage were caused by the Client, the Client shall incur the cost of reconstruction and/or regeneration of the lost or damaged data using available Client Data. Client is responsible for providing all Client data including all source documentation required for such reconstruction and/or regeneration. 4. CONFIDENTIALITY. Subject to the Texas Public Information Act being Chapter 552 of the Texas Govemment Code, Wachovia and Client agree that all proprietary or confidential information (includ ng but not limited to, any Wachovia intellectual property, pricing information and Services information, the terms and conditions of this Agreement and the Client information) communicated to one party by the other party, whether before or after the date of this Agreement, will be received in confidence, and will not be disclosed by the receiving party, its agents, subcontractors or employees without prior written consent of the disclosing party, except as may be required by Wachovia in performance of Services or in connection with any audit by any federal, state or other governmental or banking authority having jurisdiction over the Client's or Wachovia's business, or as may otherwise be required by law. Each party receiving confidential or proprietary information from the other party shall take all reasonable steps and precautions to ensure that only those of its officers, employees and permitted agents with a need to know shall have access to such information solely in connection with the performance of this Agreement, and that each such person shall E WACHCv keep the information confidential in accordance with the provisions of this Section 4. In no event will the Client divulge any Wachovia proprietary or confidential information to any competitor of Wachovia or use it to compete with Wachovia. The provisions of this Section 4 shall survive the termination of this Agreement. 5. REPRESENTATIONS AND WARRANTIES. (a) The Client represents, warrants and agrees that (i) it has good title and ownership of all checks, cash and other items and information to be collected or received by Wachovia, (ii) it shall pay, when due, all Charges invoiced by Wachovia in accordance with this Agreement, (iii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and that it has all requisite power and authority to enter into this Agreement and carry out its provisions, (iv) this Agreement has been duly authorized by all necessary proceedings of the Client and constitutes the valid and binding obligation of the Client, and (v) the provisions of this Agreement do not conflict with or violate the organizational documents of the Client or the terms of any contract or agreement by which the Client or any of its property is bound. (b) Wachovia warrants that (i) it has the right and authority to enter into this Agreement and to perform the services and other obligations as described in this Agreement and shall perform such services and obligations either itself or through qualified subcontractors and/or outsourcers and Client specifically agrees that REMITCO LLC and/or its affiliates will provide some or all of the services and obligations required of Wachovia hereunder in Agreement, (iii) it is free to enter into this Agreement, (iv) the making of this Agreement and the performance of its obligations as contemplated by this Agreement is not a violation on its part of any contract, indenture or other agreement or relationship to which it is a party or by which is it bound, (v), it and its subcontractors shall perform the services and such other obligations in a professional manner, (vi) it will not infringe on, violate or misappropriate any patent, copyright, trade secret, trademark or other proprietary right of any entity in performing the services and such other obligations, and (vii) it shall use to perform the services and its other obligations described in this Agreement only personnel who are authorized to work in the United Sates of America.. (c) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, WACHOVIA DISCLAIMS ALL WARRANTIES WITH RESPECT TO THIS AGREEMENT AND SERVICES INCLUDING, BUT NOT LIMITED TO, EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES UNDER THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE RELATING TO THE TRANSFER AND PRESENTMENT OF CHECKS AND ITEMS. THE ACCEPTANCE, HANDLING AND PROCESSING OF ANY CHECKS OR OTHER ITEMS UNDER THIS AGREEMENT SHALL NOT CONSTITUTE OR BE CONSTRUED AS THE MAKING OF A WARRANTY OF ANY KIND BY WACHOVIA ON BEHALF OF OR TO CLIENT, OR TO ANY THIRD PARTY, WITH RESPECT TO ANY SUCH CHECKS OR ITEMS. 6. LIABILITY AND REMEDIES. (a) Client's Remedies. Client's sole and exclusive recourse and remedy for any loss it may incur in connection with this Agreement shall be as set forth in this Section 6. The liability of Wachovia shall be limited to direct losses actually incurred by Client directly resulting from Wachovia's failure to perform under this Agreement, W1i C.HOM1'rAthis AgFeenieat hag been in effeGt fellewing thR V 4115' C;I;WgOs used to Gall iilata the Mantbb, Client shall provide Wachovia with documentation sufficient to demonstrate any loss actually incurred by Client and for which Client seeks damages from Wachovia. Wachovia shall not be responsible for any loss incurred by Client from a claim that is settled or compromised by Client without the prior written approval of Wachovia. At the request of Wachovia, Client shall transfer and assign to Wachovia all rights and remedies of Client with respect to any claim by Client for loss that is paid by Wachovia. The feEneclies'a a fef in 4his AgFeefneiit shall Gepst4ute liqHidatAdn (b) No Liability for Consequential Damages. In no event will Wachovia be liable to the Client or to any thud party for any indirect, special, punitive, incidental, consequential or compensatory losses, damages, claims or causes of action including, but not limited to, those arising from loss of data or profits or any other economic loss, even if Wachovia was aware of the possibility of such damages. (c) Indemnification. In the event of any breach by the Client of this Agreement or its material misrepresentation or omission, the Client shall " ^'f ` IAGho*ia aPA hold Wachovia hamiless from all damages, claims and/or losses resulting from or related to any such breach or material misrepresentation or omissio ^h.-�' , ="=-'--'•=^""` '- To the extent permitted by law, Client shall indemnify Wachovia in the processing of nonconfomung payments which are opened low speed (500 IPH) within forty-eight (48) hours of receipt by Wachovia. Nonconforming payments are defined as multiple remittance documents and/or checks, single remittance documents and checks where the amounts do not match (partials), single remittance documents and checks with accompanying correspondence, single remittance documents and checks that have been folded or have a check stub, check only payments and check list payments. (d) Error Reporting. Client must report to Wachovia in writing any errors or failures in the Services including, but not limited to, processing errors, within ninety (90) days of the date of the error or failure. Wachovia shall not be responsible for errors and failures reported after such ninety (90) days. (e) Force Majure. Notwithstanding anything in this Agreement to the contrary, Wachovia will not be liable for any failure or delay in performance under this Agreement which is attributable to acts or events beyond the control of Wachovia including, but not limited to, war, conditions or events of nature, civil disturbance, work stoppage, power or equipment failure, fire and act or omission of the U.S. Postal Service or any other third party, or increases in processing volumes because of mergers, acquisitions, consolidations or other business activities of Client that exceed the capacity of Wachovia to handle such volumes. lief qui itions, eenselid2HRps 9F0 businessctiyiti` inerease is less than o the a n volume Waehovia needs pqetp--. -if the volume or EleeFefige of e9mmitted o u n /l.Nj1 0 WAcxavrn (g) The in4ewA4fisatien-provisions of this Section 6 shall survive termination of this Agreement. 10 r� 7. OWNERSHIP OF SOFTWARE. Wachovia shall own all right, title and interest in, including the copyright in and to, any Wachovia intellectual property used in providing Services, and in and to any modification, enhancement or addition to any of Wachovia's intellectual property developed in connection with any of the Services requested by the Client, and Wachovia shall have the right to provide such Wachovia intellectual property and any modifications, enhancement or additional Wachovia intellectual property to other customers of Wachovia. The provisions of this - Section 7 shall survive termination of this Agreement. 8. NOTICE. For purposes of this Agreement, written notice is sufficient if personally delivered or sent by nationally recognized overnight courier services, or sent by registered or certified mail, postage prepaid, return receipt requested, addressed to either party at the addresses below, or by facsimile transmission (fax) (or at such other as a address a party shall designate by notice to the other party given in accordance with this Section 8). Notice shall be deemed to have been given when received by the addressee in accordance with the mailing or transmission method described above or when personally delivered. 9. TERM AND TERMINATION. The term of this Agreement shall be the same as set forth in Article I of the Depository Services Contract between the City of Denton and Wachovia and termination of the Agreement shall be governed by Article 10 of the Depository Services Contract between the City of Denton and Wachovia ..The inkial tem4 b eithff i f thq ether 48ael,es a mattee el ebligatie under thig QaFges, defaults h p"epF any (ii) paFty party fails default w4hin thiFty (39) 4ays afteF meeiving ��#en AgFeeffiepA and such 9L�ef p", to substantially Gufe suoh dpfault fef defaults of oufa w4iia #iiAy (30) days, fails to eeffHaensa our-ing Ret;AR 4�e ef� these not saPable pfemptb, 10. MISCELLANEOUS. Except as otherwise provided herein, this Agreement may not be amended except in writing duly signed by each of the parties. Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by it. This Agreement, together with all Schedules, constitutes the complete and entire understanding and agreement between the Client and Wachovia with respect to the subject matter hereof and supersedes and replaces all prior agreements and understandings, oral and written, with respect to such subject matters. Wachovia has the right to assign and transfer this Agreement, in whole or in part, to any person or entity. This Agreement shall he binding upon each of the respective parties and their successors and assigns. This Agreement shall be governed by, and construed in accordance with, the laws of the state in whiek Waehevia m-ai-Mains tha C-liant'R deposit ace tate of Texas without m regard to conflicts of law principles. Client may not institute any _- ion eFis:_rt eut A f t4ia ee.:eeg FAE..,.yeaF « e n I a thprise to a ,.. uga of RptiAnIf any provision of this Agreement is invalid or unenforceable for any reason, the balance of this Agreement shall remain in effect. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Signed Agreements transmitted by fax shall be deemed to be of the same force and effect as an original of a manually signed copy. s < > IN WITNESS WHEREOF, each of the parties hereto 6 executed this Agreement by its respective duly authorized officer as of the date first above written. WACHOVIA BANK, NATIONAL ASSOCIATION Client: By: �ZLy Name: G-�t L L . i'✓ Title: J l/1 1 idY V1, Address: y 6-OOv-i v& , TR -7 Svvs Name: Tide: Address: Fax: (477') Qj-/?- 323G Fax: I:\gpremit.m4r - 6/97 1� E �Neorrovrn SCHEDULE A to REMITTANCE SERVICES AGREEMENT RETAIL LOCKBOX SERVICES FOLLOWING IS A DESCRIPTION OF RETAIL SERVICES. THE CLIENT IS REQUIRED TO SELECT FROM THE AVAILABLE OPTIONS WHERE INDICATED. 1. Mail Retrieval and Processing: a. The Client's mail will be retrieved from the post office at various times during the night and day (when the site is open and providing processing services). b. The Client's mail will be opened and the contents extracted for processing. C. The Client's mail will be batched with up to 500 items per batch and a uniquely numbered ticket will be attached to each batch. Client may make an alternate batch size 2. Items NOT Processed: Place an "X" beside any item type that should tuft be processed Items that are not checked will be processed. _Exact payments (check amount equals coupon amount) Non -exact payments (check amount does not equal coupon amount) Multiple checks that settle to one coupon _Multiple coupons that settle to one check _Multiple coupons that settle to multiple checks Checks received without coupons 3. Conditions NOT Reviewed: Items will not be reviewed for the following conditions: ■ Unsigned checks ■ Post-dated checks ■ Checks with restrictive endorsements ■ Foreign checks ■ Checks where written amount and numeric amount differ 4.Other Services. All information contained in the OCR line of each coupon received will be scanned and captured. b. Each check will be dollar encoded, endorsed and imaged. C. One receivables file will be prepared and provided to the Client each (business) day via (please place an "X" by the appropriate choice transmission on or about (please enter requested daily transmission time) each (business) day. d. A batch sunnnary report will be prepared listing items processed, batch totals and deposit totals, and will be provided on diskette or through transmission. e. One package will be prepared at the end of each (business) day containing the following: (place an "X" beside any that do NOT apply): _Correspondence _Client specified items not processed Batch summary report _Other: The package will be delivered to the Client via (choose one; U.S. mail is the default): _overnight mail _ private courier _ U.S. mail One deposit will be made each (business) day. The requested time for deposit each business day is (insert daily time). to: (insert bank name and address) 5. For Stop File Clients only: Client will deliver to Wachovia a stop file containing information about checks that are not to be deposited. The Stop File will be delivered: (Insert time): before (Check frequency): _daily _weekly other (specify) (Check method): _electronic transmission _tape _diskette 6. Effective Date. (6.A) is the Effective Date of this Schedule A. "During the initial term, the increases in Charges provided under Section 2 of the Wachovia Remittance Services Agreement (excluding charges of third party service to Wachovia and subcontractors) may not exceed the then current annual percentage increase in the unadjusted Consumer Price Index ("CPI") for all items for all urban consumers as reported by the U.S. Department of Labor Bureau of Labor Statistics (or a comparable index if publication of the CPI is discontinued)." IN WITNESS WHEREOF, the undersigned parties hereby acknowledge and agree that this Schedule A is a part of and incorporated by reference in the Wachovia Remittance Services Agreement between the parties dated (6.B) WACHOVIA BANK, NATIONAL ASSOCIATION (6.C) ("Client') m WACHOVIA Name: Name: Title: Title: N9ncrrovrA SCHEDULEB to RENHTTANCE SERVICES AGREEMENT CHARGES FOR SERVICES Pricing for Retail Lockbox will be determined during the bid process IN WITNESS WHEREOF, the undersigned parties hereby acknowledge and agree that this Schedule B is a part of and incorporated by reference in the Wachovia Services Agreement between the parties dated (6.13) WACHOVIA BANK, NATIONAL ASSOCIATION 0 Authorized Signature Name: 50 Authorized Signature Name: (6.E) Title: Title: ("Client') E WACKCFV REMITTANCE SERVICES AGREEMENT RETAIL SERVICES COMPLETION INSTRUCTIONS THE NUMBER BELOW CORRESPONDS TO THE NUMBER ON THE SAMPLE AGREEMENT WHICH IS ATTACHED. THE AGREEMENT FORMS THE LEGALLY BINDING RELATIONSHIP BETWEEN THE PARTIES SO BE SURE THE FOLLOWING INFORMATION IS ACCURATELY ENTERED ON THE AGREEMENT. 1. DATE Insert day (LA), month (1.13) and year (I.C) 2. CLIENT NAME Insert proper legal name for the Client in (2) 3. VOLUME Insert maximum volume amount accordingly 4. TERM Insert initial tern of Agreement in (4) 5. SIGNATURE Insert Client's legal name in (5.A) LINE Client and Wachovia sign in (5.B) Print or type name and title of signer in (5.C) Insert addresses and fax numbers of Wachovia and Client in (5.D) (do not use Post Office box) 6. SCHEDULE A Insert Effective Date of the Agreement in (6.A) Insert the Effective Date of the Wachovia Remittance Services Agreement in (6.13) (the date that was entered as provided in I.DATE above.) Insert Client's legal name in (6.C) Client and Wachovia sign in (6.D) Print or type name and title of signer in (6.E) 7. SCHEDULE B Insert the minimum monthly charge in (7.A). The amount entered should be [80% X monthly projected volume X (standard processing fee plus maintenance fees)]. Insert the date of the Agreement in (7.13) (the date that was entered as provided in 1.DATE above.) Insert Client's legal name in (7.C) Client and Wachovia sign in (7.D) Print or type name and title of signer in (7.E) TED CLEARING HOUSE SERVICES if there were significant regional or national transportation delays due to severe weather or some other disaster, could your organization make timely payments to employees, vendors and government agencies and eliminate delays in collecting customer payments? AN UNCOMMON Wachovia's full array of Automated Clearing House (ACH) solutions enables you to experience the convenience, certainty and cost savings of moving money electronically. SOLUTION Funds can be moved overnight between virtually any two banks or accounts, or your electronic transfers can be timed for a future date. Ideal for both your payables and receivables, Wachovia's suite of ACH services includes: Direct Deposit Payments • Pre -Authorized Payments • Tax Payments Cash Concentration • ACH Fraud Control You can initiate most ACH payments through a variety of methods depending on the total volume of transactions — via direct or Internet file transfer, online using the Wachovia Connection® or WebACHievesM services, via telephone initiation or through a third -party vendor. HOW YOU CAN IMPROVED CASH FORECASTING— When you originate ACH transactions, you determine the effective date of the settlement to your account and know your exact cash position BENEFIT related to your ACH transactions. REDUCED COSTS AND FEWER HASSLES — ACH is a low-cost alternative to check writing and wire transfers. By converting payments to the ACH, you eliminate check printing, distributing and reconciling expenses and minimize the hassles associated with lost and stolen checks, including stop payments and reissues. FASTER, MORE RELIABLE PAYMENT DELIVERY AND RECEirr — Regardless of geographic location or unexpected transportation delays, you are assured that funds can be paid or collected overnight. BETTER USE of FUNDS — By using the ACH to concentrate your funds into a single account, you have access to more funds for investments or loan payments. 0 THE WACHOVIA You have access to multiple ACH payment initiation options, automated settlement and reporting, multiple returns reporting options, automated returns re -presentment, secure ADVANTAGE file transfer, file acknowledgments — all backed by exceptional customer service. Wachovia's innovative and flexible fraud protection options allow you to block all ACH transaction activity from your account or accept only those transactions you have designated. Wachovia's ACH receivables solutions are second to none, providing you with reporting options for all ACH transactions received via a NACHA-formatted file, fax or e-mail or online through Wachovia Connection. Additionally, ACH transactions may be combined with your loekbox transactions, and customized file outputs can be created through our Integrated Receivables service, allowing you to automatically update your receivables system. DIRECT DEPOSIT Replaces check payments for applications such as payroll, pension, employee expense reimbursements, dividends and vendor payments. Direct Deposit payments are transferred PAYMENTS through the ACH network, drawing funds from your disbursement account to credit the recipient's checking or savings account. First, your company must obtain the bank and account number information for all direct deposit participants (employees, shareholders, vendors, etc.). Prior to settlement date, either you or your payment vendor provides Wachovia with the • total dollar amount of the payments and delivers the corresponding payment information in the required NACHA (National Automated Clearing House Association) file format. WebACHieve also may be used to easily create, store and deliver your direct deposit transactions in the NACHA format. Upon receipt of your company's payment instructions,Wachovia verifies that the file total matches the dollar amount reported and, as an option, that acknowledgment of your ACH file receipt can be provided via fax or e-mail. • On settlement date, your payees' accounts are automatically credited and your designated company account is simultaneously debited for the total amount of the ACH transactions. Through Wachovia Connection Plus, you can review all your ACH activity on the Prior Day Detail and Balance Report, as well as on the Electronic Advice Report. Wachovia offers multiple options for ACH returns and Notification of Change (NOC) reporting, including the online Wachovia Connection service, NACHA file transmission, fax, e-mail or mailed report. PRE -AUTHORIZED Speed up the collection of your receivables and Improve cash forecasting using Wachovia's Pre -Authorized Payment service. An electronic alternative to check collection for recurring PAYMENTS consumer payments, this ACH solution allows you to automatically debit your customers' accounts and gain access to funds on the payment effective date. First, your company must obtain your customer's bank and account number • information along with a written consent to have its account automatically debited for recurring payments. i PP,E-AUTHORIZED No later than one day prior to settlement date, either you or your third -party vendor provides Wachovia with the total dollar amount of the customer payments and delivers PAYMENTS the corresponding payment information in the required NACHA file format. (CONTINUED) WebACHieve also may be used to easily create, store and deliver your pre -authorized payment transactions in the NACHA format. Upon receipt of your company's debit instructions,Wachovia verifies that the file total matches the dollar amount reported and, as an option, that acknowledgment of your ACH file receipt can be provided via fax or e-mail. On settlement date, your customer's accounts are automatically debited and your designated company account is simultaneously credited for the total amount of the payments. Through Wachovia Connection Plus, you can review all your ACH activity on the Prior Day Detail and Balance Report, as well as on the Electronic Advice Report. Wachovia offers multiple options for ACH returns and Notification of Change (NOC) reporting, including the online Wachovia Connection service, NACHA file transmission, fax, e-mail or mailed report. TAX PAYMENTS Wachovia's Tax Payment service offers you an alternative to state and federal debit programs to meet requirements for electronic tax payments. You can quickly, • accurately and safely initiate payment anywhere, any time, eliminating check writing, tax coupons, visits to the bank and lost paperwork.` PHONE INITIATION Make all of your federal and state electronic tax payments via Wachovia's automated phone service on a 24/7 basis by calling a toll -free number. Helpful, automated prompts guide you through the one -minute process. • A payment confirmation number is provided to you via fax or mail. • on settlement date, your tax payment is made to the IRS or state tax agency, as appropriate, and your account is debited for the corresponding amount. If you are not enrolled in the Electronic Federal Tax Payment System (EFTPSI, Wachovia can enroll you automatically; however, you must enroll directly with any state tax agencies. PC AND ONLINE INITIATION Using our Wachovia Connection or WebACHieve service, you can pay taxes electronically via Web or PC using individual templates designed for each state and federal tax payment. Access to these systems is controlled by a secure login function and the assignment of IDs and passwords to individual users; only those individuals who are authorized by your company have access to data contained on the system. 0 CASH Eliminate idle balances, pool funds cost-effectively, enhance cash forecasting and maximize use of collected balances. With Wachovia's Cash Concentration solution, CONCENTRATION your funds can be concentrated from multiple sources, including lockbox deposits, outlying company accounts and maturing investments. • Your company's outlying deposits are reported to Wachovia daily via operator, touch- tone phone or PC input. • At a pre -determined cutoff time, this information is collected and ACH debits are created to move the funds from all outlying accounts to your company's concentration account, with funds available for use the next day. • With Wachovia's Automated Cash Concentration (ACC Express) service option, prior - day account balances can be transferred automatically based on pre -defined parameters, eliminating the need for any manual input. • Through Wachovia Connection Plus, you can review all your ACH activity on the Prior Day Detail and Balance Report, as well as on the Electronic Advice Report. Detailed or summary reports are available as well as reports citing exception deposit locations. • Wachovia offers multiple options for ACH returns reporting, including tite online Wachovia Connection service, NACHA file transmission, fax, e-mail or mailed report. .ACH FRAUD Reduce the risk of fraudulent ACH transaction activity on your accounts using CONTROL Wachovia's ACH fraud prevention services. ACH BLOCK — Prevents ACH transactions from unexpectedly settling against accounts that are not authorized to receive ACH transactions. All ACH debits or credits posting to an ACH blocked account will be returned automatically, depending on your instructions. ACH CONTROL — Allows you to designate selected ACH originators whose ACH transactions are authorized for acceptance — supplying Wachovia with the originator name, ID and amount criteria. Any ACH transactions received from unauthorized originators are returned automatically. ACH CONTROL WITH POSITIVE PAY — Gives you the option to review and decision (pay or return) any ACH transactions received into your account that you have not specifically authorized. You are notified of exceptions via fax or phone. If your decision instructions are not received by the stated deadline, exception transactions are returned automatically. OTHER TREASURY ELECTRONIC CHECK CONVERSION — Wachovia's solutions enable you to convert your MANAGEMENT consumer check payments to ACH debit entries, whether received internally, via lockbox, at your company or store locations or at the point of sale, streamlining SOLUTIONS TO your processing and collections. CONSIDER INTEGRATED PAYABLES — Initiate ACH, wire transfers (domestic or foreign), check • payments and foreign drafts in a single file of payment instructions. Payment instructions may be sent in standard or custom formats and may include remittance information. An ideal solution for your B213 trade payments. OTHER TREASURY MANAGEMENT SOLUTIONS TO CONSIDER (CONTINUED( INTEGRATED RECEIVABLES — Receive a single electronic file of remittance information for both your electronic and paper (lockbox) payments. Information can he sent in either standard or custom formats. WACHOVIA CONNECTION — Gain online access to same -day or historical balance and transaction detail, payment initiation, account services and account reconcilement — all within a customer -managed, secure environment. TALK TO US If you would like to implement one of Wachovia's ACH services, or if you would like to receive more details about the other treasury management solutions, contact your Treasury Sales Officer, call us at 900-377-9208 or a -mail us at treasurycontact@wachovia.com. • s 0 0 Pieferrt 8 Pricing t Coriventence Financ#al'Partne' sYiip I.�/Vachovia At".Work YQBenelfits.at-�a Glance- rI •r, DAILY MONEY • At Work Regular Checking' accmnn with no minimum balance requirement, no monthly service fee, free MANAGEMENT Online Banking with BillPay,' free Check Card free standard -size safe deposit box for one year+and free first order of checks. • Crown Bankings11 and Crown Classic Banking", our premier banking packaged include all the benefits of At Work Regular Checking, plus tiered interest and two withdrawals each month at other banks' ATMs with no Wachovia fees • Premium Savings and High Performance Money Market account with service fee waived for ill months with automatic monthly transfers.' • Certificates of Deposit special rates. BORROWING • o.25 percent rate reduction on a new fixed- or adjustable -rate installment loan or Home Equity Ivan for the NEEDS life of the kam7 • 0.15 percent rate reduction on a Prime Equity line° for the life of the line+•" • Up to a s5co credit at closing km any Wachovia Mortgage product, based on a loan amour V • Wachovia At Work Visas Platinum Plus10 credit card with rewards program option offers a low introductory annual percentage rate, plus an ongoing annual percentage rate. • Get a stoo credit when you receive a federal education loan from Wachovia Education Finance. Choose From low-cost government loans for students, parents and recent graduates." PLANNING FOR • to percent discount on all broker -assisted trades when you contact Wachovia Securities Direct at YOUR FUTURE B-32A4434." • Individual Retirement Acoun[." • Financial Planning. • Access to Internet Tool Mavo'Worlds"'s • Free Financial Check-up 0 To take advantage of your Wachovia At Work benefits, please call us on our dedicated Wachovia At Work line, SW353 /375, or come by your nearest Wachovia Financial Center. For more information, visit wachoviamm/wachovinatwork. Updated as of 3/oS/2oo5 See back for Footnotes. Terms and Con,liti m. Wachwia is a trademark of Wachovia Corporation. 0=5 Wadhwia Corporation • ' t� •. • .. i .,, �e Them offers anesubject ao chnor rt any time without oorifloation. You annm omMne these offers with other Wachoda af(crt Attmml sublet n eppa". ' Curemen moat hive fmamm access. A Web browser mlllaing ud-bla atrrypdon Is mifti red for Oldlne BIBPay. a Safe deposit bases an edge, to aVilleblllty by financial rMler. ' If qu lifter requirements are not met In any summand period, a sae monthly s kaa fee will apply. ' When making Ibunclei tmtseatimu or balance inquiries At say ATM r ..it by Wadmvla, you may be Barged o fee by the ATM owner or operator. • The minimum balance mquileTan end monthly zsr lm fee will be Waived for Ill menthe with Alta e.111 monthly Innsfere from year da Nking Amount and for is months without Anteroom sanity transfers from your clauklng.ovum. ' An loam and Imes of cool, are aublaet to credit approval, verif canon and collateral "nation. Initial decision is subject to your mceting epedDc urd, nerning Wteru ..it Deal approval win be contingent opal you aatisfylng thou relidemunts Imo ongleeto by Wwhevie Seek. NA. or WAhwu Bank of Defamer. NA. ProdeM, nrst suitable to ell sW<A ' TM Annual Perameage Rau (APR) misstated! In ymlr Prime, Equity line Agreement may be different than the dlsdosed APR based on the changes As the Prime Rau as M the date of origination The advenirel variable APR Is Mao no the Prime Rate as published in The NMI Street Journal, Fanern Edition. rumently 5.5o",e A of Mardt 1, aao5. mines a margin of 9.151'ercent. The e,,5 paean rate redneti en Is only apply ablet to stands nl Prime Equity one pricing and the demounted margin enrol he ut below Prime minas "5 remain The APR may Increase or decrease after consummatlen Mud on change. to the Prime Rate, In accordaec with the term of aM Prime Equity Line Agreement The APR will con seemed the greater of ha percent or the maximum permitted by law. Adequate homeowner's Insurance is required. and Boo leased ustrunce may Le required. Semester may leave to pay closing casts whish may range frmn so to shoo. • This offer Is valid oily when mentioned at the lime of Application wbh Wadrnia Mnngage C Ifa).Umv, Amaum will Iw credited b your timing=IS at closing and win not be paid In the fans of ash. Offer is far a limited time and may chenga wuhmn rice. Offer I, limbed to one cndlt per tan and cant be combbwd with other Wachmda Mongage offers Offer is Valid only an Mual Imo dosed and no amount will be crolted if the It.. Is denied or witldravm. Other readdles. rely app11 Please eentut a Mortgage Cmhobant for speJlu guidellnea Programs, males terms and omladmm am sublet to cb ter without me im. Borrower b re,ponsida for 1Aoall g is All Iona are ... hlral to credit app.t. vedfinilon and nebiel in change withad not Me. "This eredh red pragnm is Issued and admloisured by hedlvld—hand BankGrd Servlua (ISS), a diA.I. d MBNA Anrrke Bank. NA. Visa Is a federally registered undue auk of Vlas USA ins and is men by MBNA laravan M Ikcnaa MBNA Amenaa, MBNA sort Platinum Puma are urvYn marks of MBNA Anterior Bank, N.A. •• Warlmvk Eduualan Flmmn on, modify m charmer. this benefit program et ens tars withal calm.. Change, win Bah atfet hens that qualify for the benefit prior to the time of the dhahge.Other isms and ondlties, apply. Irons are mblea An credit approval. Wachovia Educetime Firmer Is an Equal Credit Opportunity gadec. " f okeorga aervke. era offesed though W,ct is SmWIIu, IMC, mender NYSF^ISIPC,a ughteml broker -dealer red a uparate, nmhhink affiliate of Metavla Corporation. ^ Macro'Wodd Is a company of Wacln,d+ Corpnntbr, SECURITIES AND NSURANLE PRODUM: tl0faglfl®aYialo IIDfaD9gBrne uRNlefi9m61Ak �� aRa4RaNi®ff1Na RRNR GOIYINemlraaklall' VAklli ORaNrealalarFluAta W,chmu Securl,ies Is the trade cone uao by Mod uiarate.1l.onemd drokerakaler and non -bank affiliatesof Ww hmla Ciupomlion pmviding merle rcull srcerilia 6rMarage urvlm •• Wadlmia tieavdlleA I1L, member NYSF.t51PC and WAhmia Smvllkm Financial NAworl LLC. member NASD/SIPC • wACHOVIi Wadlovia Bank, N.A. and Wachovia Bank (if Delaware, N.A. are Members FDIC. Wachovia is a trademark of Wadeovia Corporation. 0=5 Wachovio Corporation 051114 564 135 Re. 0615*kg) CHECK IMAGE As technology continues to transform the cash management industry, Wachovia has made a significant investment in image capture technology. The ease of accessing images offers you an avenue for reduced administrative costs, increased productivity and expedited customer service response. Matching Solutions to your Business Priorities • Wachovia's Internet solution provides maximum flexibility in delivering check images, enabling you to view images of prior -day paper transactions. You will experience easy access to images using common Web browsers. There is no need to install and maintain proprietary software. With a single, secure sign -on, you have access to both Paid Check and Deposit Item Image services, and even non -paper electronic transactions. Images are available 24/7, so you are able to access them anytime, anywhere for efficient =catch and decision -making. And by authorizing multiple users, you can control access to specific accounts or dollar amounts — improving risk management and fraud protection. Wachovia's Check Image services provide powerful search tools for rapid research. You can search for a specific check or range of checks by account, amount, date, serial number, sequence number, and for deposited items, muting and transit number, or even search in a random -order fist Additionally, flexible viewing capabilities allow you to zoom and rotate images of the front and back of every item. Increase productivity by eliminating costly and time- consuming storage and retrieval of paper. CD-ROM Solutions With Wachovia's Check Image services, you can build your own internal archive for paid checks. Images can also be delivered by Wachovia via CD-ROM for on -site storage. Wachovia provides the necessary software to manage CD-ROMs and quickly perform image searches. If you have a Full Reconcilement service, you can search by your own internal criteria. If you include it on your ARP issue file, we'll include it on the CD-ROM as a searchable field. Depend on Wachovia to Help You Succeed Wachovia's uncommon approach to developing and delivering treasury management solutions addresses issues beyond your daily cash management needs. . With Wachovia, you ll have the expertise of the second-largest cash management service provider in the United States at your disposal, as well as the strength of one of the largest US bank holding companies. And, Wachovia's network of integrated platforms unifies over 2,900 East coast financial centers, representative offices throughout Europe, Asia and Latin America, and over 1,400 correspondent relationships in 130 countries, fully supporting your needs, both globally and locally. Getting Started To learn more about how we can help your company benefit from our uncommon wisdom, call your Wachovia Treasury Sales Officer today. Check Image Services Wachovia offers a wide array of Check Image services, giving you quick and convenient access to the information you need. Paid Check Image Quickly locate paid check images using the Internet. • Check images are archived for seven years, eliminating costly filing and storage of photocopies. • Online access to every paid check — no more waiting for account statements of CD-ROM delivery. • View images at 6:30 am ET the day after the check is presented. Deposit Item Image Online image arebive improves inquiry response time. • Using online access, view images of every Wachovia check deposit: o Cash Ltur o Oar-tM-Comater o Checks wthia a mixed ccth dovut o Whefefak/Retail Lockbox (apvming enhanameet) • Seven-year archive of deposit images provides a long-term research tool for your company- • View prior -day deposit images beginning as early as 6:30 a.m. ET. 11 OlUd U WOW M'YN'W M.I a jo qwg e!MtpVM pue'V'N'q-g e1AWPeM uulleiadivj elnoyoeM boos® • 0 WAMOVIA • Pi ® WACHOVSA SERVICES TO MANAGE YOUR DAILY EXCESS CASH Would you like to reduce the amount of time you spend managing your daily excess cash and avoid having idle balances on hand? AN UNCOMMON Whether you prefer to rely on an automatic sweep of excess funds, directly manage your company's investments or have your investments fully managed by professional SOLUTION consultants, Wachovia's suite of investment services can provide you with the solution that best meets your liquidity, credit quality, cash flow and income requirements: A full range of Sweep Investment Services Direct access to our Money Market Sales Group (MMSG) Evergreen Investment Management Services HOW You CAN INCREASED EARNINGS — Excess balances are automatically swept to your Sweep BENEFIT Investment Account, enhancing earnings potential. If you prefer to manage your own investments, Wachovia's Money Market Sales representatives and Evergreen Investment Managers can provide valuable guidance to help maximize the value of your cash and short-term assets. REDUCED INTEREST ExPENSE — Sweep Plus automatically initiates borrowing and repayment from your line of credit so that loan advances are drawn only as needed. IMPROVED STAFF PRonucrrvrry — Administrative time spent calculating daily check clearings and collected deposit balances is no longer necessary, and optimal funds placement is accomplished. THE WACHOVIA VARIETY of INVESTMENT CHOICES — You can choose the investment option that ADVANTAGE best meets your requirements for safety, earnings potential, accessibility and investment levels. ExPERT GUIDANCE AVAILABLE — Highly experienced Investment Managers can help guide your daily investment decisions. THE MORE You INVEST, THE MORE You EARN — Wachovia's tiered rate structure maximizes your earnings potential for higher investment amounts. How IT WORKS SWEEP Provides you with an automated and efficient method of managing your daily cash e INVESTMENT position to maximize earnings on excess balances while providing liquidityfor your daily cash needs. At the end of each banking day, your account's net collected balance is determined and excess dollars are automatically invested in the investment vehicle of your choice, bringing the ending balance in your account to zero or a predetermined floor balance. Investment rates are tiered, increasing with higher investment amounts. • Daily investment confirmations can be provided via U.S. mail. A monthly summary report is provided, recapping your daily transfer amounts and interest earned for the month. There are multiple investment options, including Money Market, Commercial Paper, Repurchase Agreements, Federal Funds, Eurodollar Deposits and Evergreen Money Market Mutual Funds. u MONEY MARKET Money Market Savings are MC -insured and require a minimum investment of ft,000. SAVINGSI This option is designed for accounts with a limited number of transactions. A Money Market Savings account is tied to your checking account, which typically holds a target balance to cover normal activity. Each time your checking account balance falls below zero, funds are transferred from the Money Market account to cover the transactions and restore the target balance. i FDIC -insured. • MONEY MARKET Federal regulations limit the number of Money Market transfers to six per month. SAVINGS! Upon the sixth transfer, your entire Money Market balance is moved back to the (CONTINUED) checking account, and the automatic investment is discontinued for the remainder of the month. • • COMMERCIAL Commercial Paper investments require a minimum investment of $25,000. PAPER Wachovia Commercial Paper represents unsecured promissory notes issued by INVESTMENTS2 Wachovia Corporation. Standard and Poor's and Moody's rate Wachovia Commercial Paper AS/Pl. Principal plus interest is returned to your account the following banking day. REPURCHASE Repurchase Agreements require a s25,000 minimum and provide a conservative AGREEMENTS2 investment option in marketable securities. U.S, Treasury and Agency securities are used as available. The principal amount of any investments in U.S. Treasury securities and agencies is guaranteed. Principal plus interest is returned to your account the following banking day. FEDERAL FUNDS Federal Funds investments require a s5o,000 minimum and are available only to INVESTMENTS2 eligible investors, which include domestic offices of depository institutions, U.S. government agencies, credit unions, savings and loans, and Federal Home Loan Banks, Investing in Fed Funds is available only to exempt institutions. Principal plus interest is returned to your account the following banking day. EURODOLLAR Eurodollar Deposits, time deposits with Wachovia's Cayman Island branch, require a DEPOSITS sl00000minimum. Eurodollar Deposits are unconditional obligations of Wachovia. Principal plus interest is returned to your account the following banking day. i FDIC -Insured. 2 This option is not FDIC -Insured or guaranteed by Wachovia Bank, N.A. or Wachovia Corporation • EVERGREEN Evergreen Money Market Mutual Funds require an average investment of $q million. MONEY MARKET Each day, funds are automatically purchased or redeemed to bring your checking MUTUAL FUNDS3 account balance to zero or a pre -determined floor balance. Mutual fund choices include: Evergreen Institutional Money Market Fund — Achieve as high a level of current income as is consistent with seeking to preserve capital and providing liquidity by investing only in high -quality Money Market instruments. Evergreen Institutional Treasury Money Market Fund — Seek income consistent with stability of principal by investing only in short-term U.S. Treasury obligations and repurchase agreements. Evergreen Institutional Municipal Money Market Fund — Seek income on a tax-free basis by investing in short-term municipal securities, the interest from which is exempt from federal income tax, while maintaining liquidity and preserving capital. Evergreen Prime Cash Management Money Market Fund —Seek to provide current income consistent with stability of principal and liquidity. SWEEP PLUS Sweep Plus provides an automated solution to help minimize use of your daily credit line. By combining the 'hands free' convenience of Sweep Investment and Sweep Plus, you can maximize earnings power and better control your interest expense. • At the end of each banking day, the net balance in your account is determined and any uncollected or below -floor balance dollars are covered through an automatic draw on a line of credit. • Your line of credit is automatically repaid as funds become available in your account, minimizing the interest due on borrowed funds. MONEY MARKET If you prefer to direct your company's investments, consider Wachovia's Money SALES Market Sales Group. While you'll continue to place your company's investments, you'll have access to expanded options. Our experienced sales representatives help you manage money market and fixed income investments to meet your unique requirements. Simply call Wachovia's Money Market Sales Group, and our sales representatives will present you with a full array of products and rates, assist you with your investment decisions and execute the selected transaction. Investment options include EurodollarTime Deposits, Repurchase Agreements, Certificates of Deposits, Commercial Paper, Variable Rate Demand Notes, Evergreen Money Market Mutual Funds and U.S. Treasury, federal agency securities, and corporate and municipal bonds. 3 Mutual Funds are not FDIC -insured, may lose value and are not guaranteed by Wachovia Bank, N.A. or Wachovia Corporation • MONEY MARKET Investment confirmations are mailed after each transaction and holdings reports are SALES mailed monthly, providing investment balance, interest payments and account activity. (CONTINUED) Visit WachovWs Web site for comprehensive investment information, including economist and trader opinion reports. EVERGREEN If you are seeking professional investment management services, our Evergreen INVESTMENT Investment consultants can assist you. With over $248 billion in total assets under management, Wachovia's Evergreen Investments is ranked among the top asset MANAGEMENT managers. Evergreen Investments provides a broad array of institutional money market funds and short-term fixed income mutual funds. Additionally, your company can have a customized, separately managed portfolio to meet your unique investment guidelines and objectives. Your Investment Manager will place your company's funds in the most appropriate investments based on your requirements and will work with you to regularly review your investments to ensure they continue to meet your needs. Monthly statements that document your holdings are provided via U.S. mail and available online 24/7. • OTHER TREASURY CASH CONCENTRATION — Pool funds cost effectively, enhance cash forecasting and MANAGEMENT maximize use of collected balances. Funds can be concentrated from multiple sources, including lockbox deposits, outlying company accounts and maturing investments. SOLUTIONS TO ZEA — Maintain separate checking accounts for deposit or disbursement functions, CONSIDER while taking advantage of pooled funds at the corporate level. DEmSIT RECONCILEMENT — Track deposits made by each of your locations while using a single consolidated account. TALK TO Us if you would like to implement any of Wachovia's Investment services, or if you would like to receive more details about the other treasury management solutions, contact your Treasury Sales Officer, call us at 8o0-377-9208 or e-mail us at treasurycontactQa wachovia.conL 0 • • �22222d ��22222� �mmmmgg 2`c2`cda €�mmmm�m 2222�;� `c 222" �` N 2222`m°'w0 N � iiiiiiJSSSSSIIIIII N iiYA � m NN CINN N CC tV lV NNCI N s �22222a � �22222$ N CC m6 Om1 2 C�j� C 2 C mINOO 2Nm W �2C W� n mai viNm mN�i of m°1 iiii����YYYY �22222� 122222a f ��m m m m m N 2222oe m m m m §y 2222N„ C i'}I O O O O O OO mm W 0 0 N N N VVml1 NNm NN m m m m mN 6 NYNIm t$p111I L$�2m88!1M 5alSggR�w "22mm.m �3 22�''F�B g E $IN NClm rim E��N Nnimmm pmy� r g N N mOi OI YI NIVm mCI m t O N W W m ONG.i .i .y Nm; W 1 N IVmmmC1 ""NNNN � qw W y MRR aS. N m Safekeeping Agreement Disclosure Statement You have requested that Wachovia Bank National Association (the "Bank") open a custodian account (the "Account") for and in your name, and hold therein, all securities and other property from time to time deposited with or received by the bank for the Account, including securities and other property (which may be in book -entry form) held by depositories for the account of the bank as hereinafter provided (together, "Securities'), subject to the following terms and conditions Orders for the purchase and sale of Securities placed by the Bank for you (the Customer), or by a depository of the Bank referred to in Paragraph 5 hereof (a "Depository") on behalf of the Bank, shall be for the account and risk of the Customer and, unless otherwise directed by the Customer, may be executed by the Bank or the Depository, or by brokers, dealers, or similar agents selected by the bank or the depository, including corporations or banks affiliated with the Bank or the Depository, and neither the Bank nor the Depository shall be liable or accountable for any act or omission of such brokers, dealers, or similar agents. The costs and expenses of purchases and sales made for the Customer and other items chargeable in connection with the Account shall be charged to the Customer or to the deposit account of the customer maintained at the Bank or at a bank affiliated with the Bank. All dealer concessions payable to the Bank and not otherwise payable to the Customer, will be retained by the Bank. 2. Unless otherwise directed by the Customer, the proceeds of all sales, redemptions, collections and other receipts, including dividends, interest and other income, when received by the Bank shall be credited to the deposit account of the Customer. The Customer shall reimburse the Bank for any amount credited to the deposit account, or otherwise paid to or upon the direction of the Customer, to the extent such amount was so credited or paid in error, regardless of the reason for any such error. The Bank is authorized to charge the deposit account for such amount. 3. Upon receipt of notice by the Bank from the Customer of any call for redemption, tender offer, subscription rights, merger, consolidation, reorganization or recapitalization or similar proceeding affecting the Securities, the Bank shall take such action in respect thereto as may be directed by the Customer. The Bank agrees to use reasonable efforts to notify the Customer of any such notice received by the Bank from any other persons or parties; P id9d, hGWOVBF, iR Re event shall the Rank he liable to the G ustemer feF aRy failupe to FGV so notify the QwtmmAr. All solicitation fees payable to the Bank as agent in connection with tender offers or any of the aforementioned proceeding and not otherwise payable to the Customer, will be retained by the Bank. Should any Securities be called for a partial redemption by the issuer of such Securities, the Bank is authorized to allot the called portion to the respective holders of such Securities and to the holders of similarly held securities in any manner deemed to be fair and equitable in the Bank's sole discretion. 4. Whenever it becomes advisable to do so, temporary certificates may be exchanged for definitive certificates and old certificates may be exchanged for new or over stamped certificates evidencing a change therein. 5. The customer gives its consent for the deposit and delivery of any Securities, which are deemed eligible, with and through: (a) a Federal Reserve Bank; (b) the Depository Trust Company: and (c) any other domestic or foreign depository system or agent where such deposit and delivery is deemed necessary or appropriate by the Bank, including without limitation a bank located in New York City. Should any Securities which are received by the Bank for deposit in the Account, and which are subsequently deposited in any Depository, or which the Customer or the Bank may arrange to deposit in the Bank's account in any Depository, not be deemed acceptable for deposit by such Depository, for any reason, the Customer agrees to furnish the Bank immediately with like securities in acceptable form, or in the alternative, the Bank is authorized to charge the Customer or the Customer's deposit account for the cost of replacing such Securities and any further replacement fees imposed by the Depository. 6. In consideration of the registration of any securities in the name of the Bank, the Bank's nominee, the Depository, or the Depository's nominee, the Customer agrees to pay on demand to the Bank the amount of any loss or liability for stockholder's assessments or otherwise, claimed or asserted against the Bank or against the Bank's nominee by reason of such registration. Upon the Bank's cessation of activity as Custodian, the Bank shall have the right to transfer to the Customer all Securities, and the Bank shall charge all taxes and other expenses incident to such transfer to the Customer or to the Customer's deposit account. 7. With respect to Securities of foreign issue, any principal and/or income received in foreign currency is, to the extent possible, to be converted into United States dollars, and in effecting such conversion, the Bank or the Depository may use such methods or agencies as the Bank or the Depository may see fit, including the facilities of the Bank's or the . Depository's own International Division at customary rates. In the event of the receip't of principal and/or income in foreign currency with optional fixed rates of exchange, the Customer agrees that unless it informs the bank of its election of a specific foreign currency payment the Bank and any Depository may use such methods or agencies as the Bank or the Depository may see fit, including the facilities of the Bank's or the Depository's own International Division at customary rates. All risk and expense relating to such conversion shall be for the account of the Customer, and neither the Bank nor the Depository shall have any responsibility for fluctuations in exchange rates or otherwise in connection with such conversion. 8. The Bank is authorized and empowered in the name and on behalf of the Customer to execute any certificates of ownership or other reports which are or may hereafter be required by any regulation of the Internal Revenue Service, or other authority of the United States, insofar as the same are required in connection with any Securities, claiming no exemptions on behalf of the Customer. In the preparation of such reports, the status of the customer is to be described as a bank, trust company, financial institution, insurance company, corporation, partnership or otherwise as the case may be. The Customer agrees to notify the Bank immediately in writing of any change in such status. 9. The Bank is authorized, directed and instructed to act upon all instructions by any person or persons purporting to act on behalf of the Customer, which the Bank believes in good faith are genuine. Said instructions may, in the Bank's sole discretion, be written, oral, by telephone, telegraph, cable, radio, or electronic communication, and the Bank shall not be liable for executing, failing to execute, or for any mistake in the execution of any such order, GF fGF aRy Gth8F Fnatt9F OF thiAg uRdep this AqF99MeRt, except in case of the Bank's I ,w negligent act or omission, gross negligence, willful misconduct or bad faith. Written confirmations, if any, of oral instructions provided by the Customer shall in no way affect any action taken by the Bank in reliance upon the oral instructions. The Bank in complying with all instructions will cause payment or delivery or take other relevant action called for by the Customer's instructions in accordance with accepted industry practices. The n Customer assumes responsibility for and, to the extent permitted by law, indemnifies the Bank against any loss, claim or expense incurred by the Bank for following or attempting to follow the customer's instructions, or feF any otheF rna#er aF thong absent a showing of a negligent act or omission, gross negligence, willful misconduct or bad faith on the Bank's part. The Bank shall maintain regular business records documenting all instructions transmitted to the Bank through any means previously described and any response by the Bank.' Such records shall be resum five of the form, content and time of all the Customer's Instructions and any response from the Bank. The record of each instruction and any response thereto shall be retained by the Bank for at least thirty (30) days following the date of the instruction. Any claim against the Bank for failure to properly follow an instruction transmitted by the Customer must be made in writing within thirty (30) days after the date the instructions was received by the bank. 10. With respect to any directions to receive Securities in transactions not placed through the Bank, the Bank shall have no duty or responsibility to advise the Customer of non -receipt of, or to take any steps to obtain delivery of, Securities from brokers or others either against payment or free of payment. 11. All communications which are to be furnished or forwarded hereunder to the Customer shall be sent by mail addressed to the Customer at the last address on the Bank's records, provided that the Bank, ' , may use such other means of communications as the Bank may deem advisable under the circumstances that are IJ reasonably calculated to give notice to the Customer. 12. The Bank is under no duty to supervise, recommend or advise the Customer relative to the investment, purchase, sale, retention or other disposition of any Securities unless provided for by separate written agreement. 13. The Bank's compensation for services as Custodian shall be based upon rates weigh shall he determined by the Bank #am time te that are set forth in the Bank's Proposal. which may not be changed without the Customer's consent. The Bank is authorized to charged such compensation to the Customer or to the Customer's deposit account. 14. The Bank shall be under no duty to take or omit to take any action with respect to any . Securities, except in accordance with the terms and conditions contained in this Agreement, unless otherwise agreed to by the Bank in writing. In case the Bank or Depository should agree to appear in, prosecute or defend any legal or equitable proceeding either in its own name or in the name of its nominee, the Bank or the Depository shall first be indemnified by the Customer to its satisfaction, to the extent, permitted by law. 15. The Bank shall have a lien upon the Securities, and upon any deposit account of the Customer, for compensation, expenses, commitments made by or on behalf of the Bank upon instructions of the Customer or otherwise under this agreement, reimbursement of taxes incurred by or on behalf of the Bank for the account of the Customer, or any other liabilities of the Customer to the Bank, and for indemnity against any claim or liability,to which the Bank, its nominee, any Depository, or its nominee, may be subjected under this Agreement, absent a showing of willful misconduct or bad faith on the part of the Bank or the Depository, as applicable. 16. Should the Customer advise the Bank that certain Securities have been or are to be pledged by the Customer to a third party, the Bank agrees to mark its records that such Securities are so pledged and to take such other action, if any, regarding such Securities as may be mutually agreed upon'in writing between the Bank and the Customer; provided, however, notwithstanding anything to the contrary which may be contained in this Agreement or in any such written agreement, in no event shall the Bank incur any liability for any act or failure to act on the part of the Bank with respect to such Securities and the Customer shall to the extent permitted by law, indemnify and hold the Bank harmless in connection therewith, absent a showing of a negligent act or omission, gross negligence, willful misconduct or bad faith on the part of the Bank. 17. The Bank assumes responsibility for any loss involving the Securities occasioned by reason of theft, physical destruction, or the negligent act or omission, gross negligence, willful misconduct or bad faith of the Bank, to the extent of the market value thereof at the date of the discovery of such loss. In no event shall the Bank be liable for any indirect, punitive or special damages in connection with any such loss. 6 0 889;;88 goo 9 wa 1-1 L 0 0 [j 0 0 w w , ■ a e s . , , , # . !||f§f§$|§■||| � . a ■ ■ # � , | ■ ■ ■ ■ , ■ ! | ■ ■ K ■ ■ - ■ # ■ ■ ■ | |..■�,�;■;,.■■ ,.n...,»...,a KK■#K|#K■#K#4 §§§§§§K16d19 § ; it | � e 0 rl a, E = 0 0 + 8 8 § $§ ) • 0 0 • is 0 WaNMR BANK MA CNmT emNOAt 2788 RwvaN DrW0 Ch2MM10. NC 2RXJ4OM BO0'J2&=l T04•SSSID2 (TRE) CNCIbntBlppartOwsNbMm. Gosh Projection Report -Cue~ Nmnber 1110=7 a h.II... II .... II.I..I.I.Iw.II...I.lu.11..11.l.l.rl.l..l.Nll Crum Sark AtroamN.. DOA 200O1132350 BEG INNINO BALANCE IG.00 SUMMARY FOR 01/04/2006 UNSETTLED PURCHASES $0.00 UNSETTLED SALES 10.00 UNSETTLED MATURITIES t0.00 UNSETTLED CALLS 10.00 PROJECTED INTEREST E PRINCIPAL 40.00 PROJECTED DIVIDENDS $0.00 TOTAL UNSETTLED E PROJECTED 00.00 SUNNARY TOTAL FOR O1/OA/2004 00.00 SUMMARY FOR O1/OS/2204 UNSETTLED PURCHASES 40.00 UNSETTLED SALES 40.00 UNSETTLED MATURITIES 40.00 UNSETTLED CALLS 40.00 PROJECTED INTEREST S PRINCIPAL 015.520.00 PROJECTED DIVIDENDS WAG TOTAL UNSETTLED R PROJECTED 015.520.00 RUNNING TOTAL THRU 01/OS12004 IIS.42D.00 SUMMARY FOR 01124/2004 UNSETTLED PURCHASES 00.00 UNSETTLED SALES 00.00 UNSETTLED MATURITIES 00.00 UNSETTLED CALLS 00.00 PROJECTED INTEREST E PRINCIPAL 00.00 PROJECTED DIVIDENDS 40.00 TOTAL UNSETTLED E PROJECTED $0.00 RUNNING TOTAL THRU .11044200E 615.520.00 SURNARY FOR Ol/0712006 NGErTLER PURvx4SES •D.RO UNSETTLED SALES 00.00 UNSETTLED MATURITIES 00.0E UNSETTLED CALLS 00.00 PROJECTED INTEREST L PRINCIPAL $0.00 PROJECTED DIVIDENDS 10.00 TOTAL UNSETTLED L PROJECTED 10.0E RUNNING TOTAL THAD 01127/2005 115.520.00 SUMMARY FOR O1/00/2006 UNSETTLED PURCHASES 40.00 UNSETTLED SALES 00.00 UNSETTLED MATURITIES 00.00 UNSETTLED CALLS ID.DO PROJECTED INTEREST A PRINCIPAL - 00.00 PROJECTED DIVIDENDS 40.00 ACCOUNT 0 11105057 Papa 1011 • 0 TOTAL UNSETTLED E PROJECTED 00.00 RUNNING TOTAL TNRU NIZOO12006 t15.520.00 SUNMMy FOR OI/0O/2004 UNSETTLED PURCNASES 50.00 UNSETTLED SALES SO.DC UNSETTLED MATURITIES 99.90 UNSETTLED CALLS 00.00 PROJECTED INTEREST S PRINCIPAL 00.00 PROJECTED DIVIDENDS 0.00 TOTAL UNSETTLED E PROJECTED 00.00 RUNNING TOTAL TNRU O1/00/2004 015,520.00 SUMIVIRY FOR 1I110/20OA UNSETTLED PURCHASES 00.00 UNSETTLED SALES 00.00 UNSETTLED NITURITIES 00.00 UNSETTLED CALLS 10.00 PROJECTED INTEREST S PRINCIPAL 00.00 P ROJECTED DIVIDENDS 40.00 TOTAL UNSETTLED 0 PROJECTED 00.06 RUNNING TOTAL TNRU 01/10/2004 115,520.00 SUNMARY FOR 01111/2006 UNSETTLED PURCHASES 00.00 UNSETTLED SALES 00.00 UNSETTLED MATURITIES 09.00 UNSETTLED CALLS /0.00 PROJECTED INTEREST ■ PRINCIPAL SO.DO PROJECTED DIVIDENDS 05.90 TOTAL UNSETTLED A PROJECTED 00.00 RUNNING TOTAL TNRU OL/tI/2004 SIS.920.00 PAR AMOUNT SECURITY DESCRIPTION AMOUNT RETAIL FOR 51,109/2006 PROJECTED INTEREST S PRINCIPAL 640.000.00 ➢ECATUR CMTY IND SCN 0.85X 7/0S/15 15.520.00 245076EZR TOTAL PROJECTED INTEREST S 15,520.00 PRINCIPAL TOTAL INTEREST E PRINCIPAL 19,520.00 DETAILED TOTAL FOR 01/05/2006 15,522.60 Report Include. Pica days of Intornt ProJPati... All int.r..t Projection. for variable at. .04.rdti0. Pre a0am P2 uttuto* Unttl the rtnal rats Update Otdura. ACCOUNT@ 111OW7 POOP 2 012 Treasury Services Implementation Leadtime The TS Implementation Leadtime represents the length of time it will take to make the service available to the customer once all of the necessary information/documentation has been gathered from the customer and/or internal sources. • It is the responsibility of the Implementation Project Manager to communicate leadtimes to the customer and to discuss/negotiate a mutually acceptable service start date with the customer. "NEW is defined as a request to implement a new product or service for a customer. "MODIFICATION" Is defined as any changes/revision to an existing product/service for an existing customer. "wf Trans" is defined as days needed for transmission testing. "DELETION" is defined as deleting the entire product or service for an existing customer. Leadtime (in business days) ProdueVService New Mod warans Deletion Account Analysis Direct Transmission 30 2 26 5 Account Reconcilement Services•: . No Output 7 15 5 Data Transmission Input and/or Output 30 5 30 5 ACH Services: ACC Express 45 45 5 ACH Fraud Control 6 6 6 ACH Origination (Tape/Diskette) ACH Origination (Data Transmission) 15 20 5 5 18 5" 5 ACH Origination (Existing Vendor Payroll) CH PayAccess Card Services 8 4 %5 . 4 5 4 ACH Received Entries Transmission 20 5 18 5 ACH Returns (Data Transmission) 20 5 18 5 Cash Concentration (Data Transmission) 20 5 18 5 .Cash Concentration (Metevante) 12 5 6 ACH :Direct Pay 25 10 . 10 PC ACH 6 6 ACH-Universal Payment Identification Code (UPIC) 4 4 4 WebACHleve 18 8 . 5 BAi Direct Transmission 16 7 12 5 Business Fax 3 3 3 Cash Services aka Money Center 17 7 5 Controlled Disbursement Service: Funding Method of Depository or ZBA 6 5 5 Funding Method of Wachovia Initiated Wire, Customer Initiated Wire 9 5 .5 Customer Cash Letter 14 7 5 Date Exchanger ' Outgoing 10 5 5 Incoming aka Multibank Reporting .1.2 12 " 5 (Leadtime based on prompt response from participating Bank) Pape 1 of 4 e!/ec#m 2 O06 Leadtime (in business days) Product/Service New Mod wiTrans Deletion DDA'(Demand Deposit Account): DDA-Account Opening 3 3 3 Set DDA Dollar'Limit 3 3. Standalone Test Checks: 7 7 Deposit Reconcilement Services*: with or without Electronic Deposit Reconcilement.' No Output . 7 4 5. Data Transmission Output 30 6 26 5 Add New'Deposit Reconcilement locations to eziating account w/supplies . 10 Comprehensive Deposit Reoon Services No Output Data Transmission Ou ut 10 30 4 5 26 5 5' EBPP/EIPP/Payment Only n Pilot Phase Lockbox Services: Ebox 90 30 30 10 Wholesale (Date. Transmission) Wholesale (Information Reporting) 35, 8 35 6 35 6 6 Wholesale (Plain Vanilla) Wholesale Image (Data Transmission) 7 45 5 45 45 5 1 6 . Wholesale Image Check& Document (> 5000 dots) 45 45 6 Wholesale Image Check & Document (< 5000 does) 8 6 6 Wholesale Image Check Only 8 , 6 .6 Wholetall w/ Data Transmission - 65 30 60 10 .. - 'Whoeesael w/ Image Services 70 30 80 10 mage Services*: CD ROM -Image Web ;Image w/ Data Transmission 12 8 30 9 3 7 26 9 3 9 Integrated Payables IP Operations IP Operations (Mods) have different leadtimes (check guidelines) 45 7,20,45 15 Check Issues/Acct Rec-IP Ops needs 40 days leadtime 45 5 26 15 ACH 5 3 15 Wires Drafts 5 4 n/a n/a .5 nla Online Payables Online Payables 24 9, 7 OP w/Check Issues/Acct Recon 30 5 26 5 OPw/ACH Online Payables WEB 5 8 3 3 15 3 Payables Invoice Management PIM wl ACH 125 5 25 3, 13 15. ' aya, re(CheckCashing reement Thru the Bank of the West 6 3 3 ay able Thru Draft ,6 3 ,3 Print Services 120 Page 2 or 4 eHaorrve Z%2006 Leadtime (in business days) Product/Service New Mod wrrrans Deletion Rstum Items . 7:' 7 7 ' atum Item Transmission Extract (RITE 117. 7' erial Sort' - Non Reconcilement Commercial' Accounts 5 5 5 Sweep Services: r Money Market Sweep Money.MarketSweep. Plus Sweep Sweep Plus 5 5 5 5 3 3 3 3 3 3 3 3 TTax Service 23 23 23 UPIC - Universal Payment IdentHication Code 4 4 4', Wachovia Connection Services: WC Fax/Email ; • WC FaxlEmail wllncoming Wire NotNlcation• 7 10 7 10 7 7 WC Phone WC Phone wrrax Payment Servke (TPPS) WC Browser -includes: Account Services -Check Status Ihqulry;.lnformation Reporting, - 7 10 nla 7 10 7 7 7 7 Current Day & Previous Day; -Payment Services Account Transfers WC Browser wlPayment Service Modules (Book Transfers; Domestic Wires; Drawdowns;•Treasury Payment Wires; nla 7 7 ntemational Wires) I ) WC Browser w/ACH Payment Serv" Module _ WC Browser w/Forel n Draft Payment Service Module 5 20 5 20 6 20� WCExpress Includes Basic Modules: Account Services; Information Reporting; 5 5 5 Payment Services WC Expresswl Enhanced options to Include: International Wires; ACH Initiation; ACH Tax Payments WC Express w/'Bulk Sto s Data Tran 5 90 5 5 5 Wachovla Connection Plus 7 7 7: Includes: Account Services -Check Status Inquiry; Information Reporting- Current Day & Previous Day; Payment Services -Account Transfers; Account Reaon/Pos Pay WC Plus w/Payment Service Modules (Book Transfers; Domestic Wires; Drawdowns; Treasury Paynrant Wires; 7 7 7 " Intematkrnal Wires) WC Plusw/Lockbox Notlfication.andlor Lockbox Image' 10 10 10 WC Plus WACH Payment Service'Module• WC Plus w/Forelgn Draft Payment Service Module WC Plus w/lntemational MuMbank Reporting (MT940) WC Plus wllnternatlonal MT101 WC Plusw/Cash Position. Plus 5 20 •20 20 7 5 20 20 20 7 5 20 20 20 7 C Pius wfBulk Stops Data Tran 90 5 Pape 3 or4 effective 29Rp0S Leadtime (in business days) 4 ProductlService New Mod wlTrans Deletion .WC Advantage 7 7 7 includes; Account Services -Check Status Inquiry; Information Reporting- , Current Day & Previous Day;. Payment Services -Account Transfers; Account ReoonlPos Pay 7 7 7 WC Advantage _wiPayment Service Modules (Book Transfers; Domestic Wires; Drewdowns; Treasury Payment Wires; r International Wires) WC Advantage wlLockbox Notification and/or Lockbox-1mage 10 10 10 WC Advantage w1ACH Payment Service Module 5 5 5 WC Advantage wlForelgn Draff Payment Service Module 20 20 20, Wd Advantage wAntemational Multibank Reporting (MT940) . , 20 20 20 WC Advantage wllntematlonal MT101 20 20 20 WC Advantage wl Cash Position Pius 7 ' 7 20 WC Advantage wlBulk Stops Data Tran905 ZBA Zero Balance Accounts 31 3 3 'Service can only be setup at the beginning of the statement cycle CJ • Page 4 of 4 eflecwO ZWOOO REMOTE DEPOSIT MADE EASY Are your deposit preparations and check transportation requirements causing additional work as well as delayed access to funds? AN UNCOMMON Wachovia's Remote Deposit Capture (RDC) service allows you to speed the delivery of your check deposits and overcome geographic barriers to consolidated banking relationships — SOLUTION all you need is a small desktop scanner, a PC, an Internet connection and Wachovia's Remote Capture software. Capitalizing on Check 21 legislation, which became effective October 28, 2004, you can scan checks at your desktop and electronically send the images to Wachovia. No more trips to the bank to deposit checks. RDC greatly automates the process of listing, settling and creating deposit tickets, eliminating both the costs and time commitments associated with transporting checks. State-of-the-art scanning equipment provided by Wachovia is housed on -site at your local offices, further facilitating the entire process. HOW YOU CAN ACCELERATED CASH Fww — Process and transmit deposits at your convenience, not • BENEFITbased on courier pick-ups. ELIMINATION OF NUMEROUS BANK ACCOUNTS (NO GEOGRAPHIC RESTRICTIONS) — DepOSIIS can be consolidated into your Wachovia account regardless of where your offices are located. • IMPRovED AVAILAEnATY — Deposits can be delivered to the bank sooner, allowing you to take advantage of earlier availability deadlines. • GmATER CONvsNIENCE — Transmissions can be sent 24/7. • TIME AND EFroRT SAVED — Avoid trips to bank branches and operations centers. • REDUCED Cows — Courier expenses related to check deposits can be eliminated. • FEwER DEPostr DELAYS —The ability to make deposit deadlines is more certain; weather - related and other transportation slowdowns and accidents do not impact delivery of your check deposits. • FASTER, MORE AUroMATED DEPOSIT PREPARATION PROCESS — Manual deposit preparation requirements are minimized. THE WACHOVIA Our Remote Deposit Capture service offers you a turnkey solution equipped with courtesy ADVANTAGE and legal amount recognition (CAR/LAR), allowing you to: Capture the front and back image of each check with one pass. • Correct individual check amounts to ensure a balanced deposit. • Automatically prepare your deposit and verify image quality before your transmission is sent. • Securely transmit your daily check deposits to the Bank. • Locally store images for research • Print summary and detail deposit reports for your records. WE HAVE PROVEN succEEs wrrH CHECK IMAGING: We've imaged all processed checks for the past four years, Including 4.5 billion checks in 2003. Wachovia was among the first banks to receive and post check images from the Federal Reserve Bank. HOW REMOTE Your local office creates an electronic deposit by scanning each check — using Wachovia's software and a desktop scanner. DEPOSIT You balance the deposit dollar to the sum of the scanned checks. • CAPTURE WORKS The deposit is then electronically transmitted to Wachovia through a secure Internet transfer. You receive an acknowledgment of the deposit when received by Wachovia. Once image quality has been verified, Wachovia determines the appropriate clearing channel for each check image — image exchange or substitute checks — and then assigns float and posts the deposit to your account. You retain or destroy the original checks, per your preferred process. OTHER TREASURY AccouNTs RECEIVABLE CONVERSION — If your company processes a high volume of remittances in-house, ARC allows you to convert these consumer check payments to MANAGEMENT ACH debits — quickly and conveniently. SOLUTIONS TO DEPOSIT RECONCILEMRNr—Track deposits made by each of your locations while using a CONSIDER single consolidated account. CASH CONCENTRATION — Pool funds cost-effectively, enhance cash forecasting and maximize use of collected balances. Funds can be concentrated from multiple sources, including lockbox deposits, outlying company accounts and maturing investments. TALK TO US if you would like to implement Wachovia's Remote Deposit Capture service, or if you would . like to receive more details about other treasury solutions, contact your Treasury Sales Officer, call us at 800-377-9208 or e-mail us at treasurycontact t@warhovia.com. Processing and Depositing Customer Payments Do you have too many resources devoted to managing your accounts receivable business processes? Is it easy to quickly access information about your incoming payments — paper and electronic — and is it early enough to optimize the use of thesefunds? AN UNCOMMON Wachovia offers an extensive, coast -to -coast network of paper and electronic payment processing services, including deposit locations from New England to Texas. With our SOLUTION comprehensive suite of receivables solutions, you can collect and process your deposits and customer payments quickly and conveniently. Consider one or more of the following services to reduce your operational and administrative costs and improve funds availability: Wholesale Lockbox • Retail Lockbox Wholetail Lockbox Integrated Receivables Deposit Reconcilement • Cash Concentration Remote Deposit Capture (RDC) • Dropbox ARC How YOU CAN FASTER Futons AVAILABILITY — Directing your remittances to Wachovia for processing allows you to meet earlier deposit deadlines and benefit from improved cash forecasting BENEFIT and funds availability. REDUCED EXPENSES — outsourcing receivables processing enables you to redeploy staff to more productive tasks. And using Deposit Reconcilement to consolidate deposits to a single account reduces account maintenance fees and simplifies reconcilement and funds concentration activities. GREATER CONTROL — Detail and summary reports enable you to track and manage your cash flow more effectively. IMPROVED ACCURACY — Your accounts receivables system can be updated electronically, eliminating manual entry. GREATER EFFICIENCY — Concentrating funds enables you to more effectively meet accounts payable requirements, reduce debt and increase investments. ADVANCED IMAGE TECHNOLOGY — Within a matter of seconds, you have access to a Web - based archive of all the information you need. • COMPREHENSIVE RECEIVABLES SOLUTION - You will receive from us a single accounts receivable file that shows invoice creation and presentation, payment processing and electronic consolidation of electronic and paper payments. • THE WACHOVIA INDUSTRY LEADERSHIP — As the third -largest cash management provider in the country, Wachovia provides proven technology and state-of-the-art processing to help maximize ADVANTAGE your collection effectiveness. ONLY ONE ACCOUNT REQUIRED — Our single, franchise -wide deposit processing system allows deposits to be made into a single Wachovia account from any Wachovia location, allowing you to minimize the number of accounts you maintain and achieve cash concentration without funds transfer activity and the related costs. TECHNOLOGY — Wachovia's nationwide network of lockbox collection centers, in conjunction with our ACH and wire transfer services, allows you to obtain an integrated receivables file for easy, accurate updating of accounts receivable. EXPERTISE — We understand the challenges posed by corporate and regulatory requirements to segregate the sources of your receivables and can provide reports that meet these needs while allowing you to benefit from the efficiency of using a single account. WHOLESALE !deal for outsourcing the processing of your low -volume, high -dollar remittances LOCKBOX (mainly business -to -business), this service speeds funds availability and reduces in- house processing expenses. Wachovia operates a nationwide network of nine wholesale lockbox remittance processing sites: Baltimore, Charlotte, Atlanta, Dallas, Los Angeles, Philadelphia, Orlando, Chicago and metropolitan New York. • Customer payments are sent directly to your company's post office box at one of W achovia's nine processing sites. Using either a unique zip code or caller box service, all incoming mail is quickly sorted by the U.S. Post Office and made available for pick-up by a Wachovia courier — much faster than the traditional mail delivery system. Mail is picked up multiple times daily and on weekends at some sites. • Remittances are prepared for deposit by a processing specialist using image technology designed to enhance processing accuracy, expedite the deposit to your account and provide high -quality check images and reports. • On a same -day basis, your payments are deposited, and an Account Batch Listing and Deposit Summary report, along with check copies and correspondence, is sent to you via first-class mail or overnight courier. • As early as one hour after a batch is processed, your check and document images are available online and can be viewed, printed or exported. Access to this information is available for go days after the processing date. Search criteria include deposit date, lockbox site, lockbox number, payor, batch number, check amount, MICR line and sequence number. RETAIL LOCKBOX Outsource your high -volume, low -dollar remittances (mainly consumer -to -business) to speed funds collection and reduce in-house processing expenses. Through its strategic alliance with REMITCO, Wachovia offers a coast -to -coast retail lockbox network with processing sites in New York (Staten Island), NY, Philadelphia (Langhorne), PA, Charlotte, NC, Atlanta (Columbus), GA, St. Louis, MO, Dallas, TX, and Los Angeles, CA. Customer payments, along with corresponding machine-readable coupons, are mailed directly to your company's post office box at one of Wachovia's seven retail lockbox sites. Incoming mail is picked up multiple times daily and on weekends at some sites. Standard processing, provided by REMITCO, includes opening the mail, separating it by payment type (e.g. full and partial payments, single and multiple check payments, and single or multiple invoice payments) and scanning the coupon. • once the check amount is read or keyed, it is run through the system again to encode and endorse the check and produce an audit trail. • Funds are deposited to your Wachovia account, and a report is produced that lists all payments received in batch and sequence order. A file transmission is sent to you daily so that you can update your accounts receivable files automatically. Any miscellaneous correspondence received with payments is returned to you according to your processing instructions. • With Wachovia's advanced image technology, you quickly have access to a Web -based archive of all the information you need. WHOLETAIL Combine the technological advantages of high-speed retail lockbox processing with the LOCKBOX flexibility and data collection capabilities of low -volume wholesale lockbox processing. • You direct your customers to mail their payments and remittance coupons to you at a designated P,O. box address in Baltimore, Philadelphia, Chicago, metropolitan New York and/or Orlando. • The mail is picked up weekdays — and weekends at some sites — and delivered to a Wachovia processing center.. • Mail is opened, scanned and processed according to your specifications; a check digit routine is used to validate data captured from the scan line. Checks are encoded and endorsed; funds are deposited to your account; a report is created listing all payments received. An image transmission is provided to you daily for use in automatically updating your receivables files. • A Web -based archive provides online access to your receivables data. 0 INTEGRATED Automatically update your accounts receivable system — including check, ACH and RECEIVABLES incoming wire payments — through receipt of a single, consolidated file of your paper and electronic remittance information. • Your customers can remit their payments in one or more of the following ways: directly to your Wachovia wholesale or retail lockbox, or to your depository account using ACH or wires, either domestic or international wire transfers. • The same day your payments are received, Wachovia extracts specific invoice and other remittance detail you may require and formats this data into a standard BAI or EDI format, or a custom format you specify. • An electronic file is created and transmitted to your company's system directly, via a secure Internet connection or through your Value Added Network (VAN). Your accounts receivable system is automatically updated by uploading the file. DEPOSIT Easily identify the source of your deposits — by store, division, region, profit center, RECONCILEMENT etc. — all using a single bank account. And with the Comprehensive Deposit Reconcilement option, you can use shadow sub -accounts to identify the source of non - deposit transactions, such as returned checks, deposit adjustments, coin/currency purchases, etc. • Unique deposit location numbers are defined for each deposit source and MICR -encoded on special deposit tickets for use when making deposits. • Through Wachovia's electronic deposit reconcilement process, credit card receipts and other electronic deposits are reported as ACH credit transactions, using special IDs to indicate the payment source, such as VISA and store number. • As deposits are processed, Wachovia captures the location number, deposit date and dollar amount. Non -deposit transactions are also captured by location for Comprehensive Deposit Reconcilement customers. • Deposits are posted to either a single bank account (Deposit Reconcilement) or to shadow sub -accounts and then rolled up to the master account (Comprehensive Deposit Reconcilement), where the deposit reconcilement is performed. • Returns and adjustments are identified by location. • Detailed and summary reports are provided by location. CASH Automatically move funds from outlying bank accounts into a centralized CONCENTRATION concentration account, eliminating idle balances, pooling funds cost-effectively, enhancing cash forecasting and maximizing use of collected balances. • Daily, your company's outlying deposits are reported to Wachovia via operator, touch- tone phone or PC input. • • At a predetermined cut-off time, Wachovia pulls the deposit amount information and creates ACH debits to move the funds from outlying accounts to your concentration account. • CASH • Your concentration account is credited with available funds the next day. CONCENTRATION • The Automated Cash Concentration (ACC Express) option offers an automatic transfer of prior -day balances based on parameters you define, eliminating the need for any (CONTINUED) manual input. The Cash Position Plus option allows you to consolidate funds associated with multiple independent subsidiaries or divisions to maximize investment returns, reduce borrowings or offset overdraft charges. • Through Wachovia Connection®, our online information reporting and transaction initiation service, you can review all your ACH activity, including any returned transactions. Detailed, summary and exception deposit location reporting information is available daily. Additional options for ACH returns reporting include NACHA file, fax, e-mail notification or mailed report REMOTE DEPOSIT Speed the delivery of your check deposits and overcome geographic barriers to consolidated banking relationships. You can scan checks at your desktop and CAPTURE electronically send the images to Wachovia. Remote Deposit Capture greatly automates the process of listing, settling and creating deposit tickets, eliminating both • the costs and time commitments associated with transporting checks. State-of-the-art scanning equipment provided by Wachovia is housed on -site at your local offices, further facilitating the entire process. • Your local office creates an electronic deposit by scanning each check — using Wachovia's software and a desktop scanner. • You balance the deposit dollar amount to the sum of the scanned checks. • The deposit is then electronically transmitted to Wachovia through a secure Internet transfer. • You receive an acknowledgment of the deposit when received by Wachovia. • Once image quality and account numbers have been verified, Wachovia determines the appropriate clearing channel for each check image — image exchange or substitute check — and then assigns float and posts the deposit to your account. • You retain or destroy the original checks, per your preferred process. 0 DROPBox ARC Easily convert consumer check payments received via U.S. mail or at a company dropbox to an ACH debit transaction. • Your company scans all payments received into a check reader, capturing an image of the check. The amount of the check and any other information required by your company, such as account number, are then entered into the system. As each transaction is uploaded to Wachovia's Dropbox ARC system, it is validated for conversion eligibility and verified against a sophisticated fraud prevention database — on a real-time basis. If accepted, the transaction is converted to an ACH debit and funds are automatically deposited to your account. (Ineligible items include business checks, official checks, counter checks, travelers checks, convenience checks and money orders.) The entire life cycle of each transaction is captured in the Dropbox ARC database, giving you online access to origination, return and re -presentment information. Any returned items are delivered electronically and can be automatically re -presented or reviewed first and then re -presented up to two times. As an option, an extract file of all Dropbox ARC data, including any custom information entered into the system, can be provided to import into your accounting software package. OTHER TREASURY WACHOVIA CONNECTION — Gain online access to same -day or historical balance and MANAGEMENT transaction detail, payment initiation, account services and account reconcilement — all within a secure, client -managed environment. • SOLUTIONS TO E-BoxsM CONCENTRATION — Consolidate payments from all major bill payment CONSIDER consolidators, including VISA® a -Pay, MasterCard® RPPS, CheckFree and ACH. SWEEP INVESTMENT —Automate daily investment of your idle collected balances into a predetermined investment instrument, including Money Market Sweep, Eurodollars, Commercial Paper, Repurchase Agreements, Federal Funds and Evergreen Mutual Funds. PRINT SERVICES — Wachovia's unique offering gives you a turnkey receivables solution; outsource your printing to us and we'll send your clients an invoice — paper or electronic. • ELECTRONIC INVOICE PRESENTMENT AND PAYMENT — A totally electronic solution for your enure billing cycle — from bill presentment, to bill payment, to automatic posting to your accounts receivable system. • CHECK IMAGE (PAID CHECK IMAGE AND DEPOSIT ITEM IMAGE) — Access your check images via the Internet using common Web browsers or via CD-ROM using Wachovia's proprietary Image Workstation software. TALK TO US If you would like to implement any of Wachovia's Receivables services, or if you would like to receive more details about other treasury management solutions, contact your Treasury Sales Officer, call us at 800-377-9208 or e-mail us at treasurycontact@wachovia.com. 0 Dropbox Standard Pricing Description ARC Implementation Fee (One Time) Equipment RDM EC 6001i Scanner ARC Implem. Additional Sites Dropbox Monthly Maintenance ACH Monthly Maintenance Dropbox Monthly User ID Returns DBx ARC Conversiontiitem 0 - 9,999 DBx ARC Conversion/item 10,000-15,000 DBx ARC Conversion/Rem 15,001 - 20,000 DBx ARC Conversionfitem 20,001+ Standard Pricing $1,000.00 5 user sites (Includes 1 RDM Scanner) $400.00 each $50.00 each additional site $40.00 per account $60.00 per account $1.00 per account $2.00 per item $0.35 per item $0.18 per Rem $0.14 per item $0.11 per Rem " Exception pricing (Zero Pricing) must be done on Transaction Codes... 508 ACH Files Processed 698 ACH Originated Items - ARC Debits • 0 WACHOVIA'S PAYROLL CARD Can you offer a convenient direct deposit option to your entire workforce — even those that do not qualify for a standard checking account? AN UNCOMMON Direct deposit is one of the most effective and efficient ways to reduce your payroll SOLUTION expenses. Wachovia Direct Pay® is a Visa -branded pre -paid debit card product that allows you to deposit your employees' net pay via ACH. Your employees can then access their funds at ATM and point -of -sale facilities using a payroll card. HOW YOU CAN REDUCED PAYROLL ADMINISTRATION EXPENSES — Reduce check issuance, processing and BENEFIT handling costs as well as the costs associated with express -mailing checks. REDUCED CHECK FRAUD — The federal government estimates that more than four million paychecks are lost or stolen each year. And FBI studies show that 2,000 fraudulent checks are cashed each day in the United States. • INCREASED PARTICIPATION IN PAYROLL DIRECT DEPOSIT — Especially for those who do not • qualify or want a traditional checking account. INCREASED PRODUCTIVITY — No need for your employees to take long lunch breaks to stand in line at a bank branch on payday, and they no longer have to walk around _. carrying the entire check amount Plus, the money is available to access even when your employees are on vacation on payday. • ADDITIONAL EMPLOYEE BENEFIT — Direct Pay gives your employees a convenient way to securely access their pay 24 hours a day, seven days a week. THE WACHOVIA LARGE ATM NEtwoRK — Wachovia has over 5,3oo ATM locations at which Direct Pay cardholders can access their pay 24 hours a day, seven days a week. There are also over ADVANTAGE Boo000 ATMs in the Visa Plus network. • Two WAYS To RECEIVE STATEMENTS — Direct Pay statements are delivered via the mail, but cardholders can opt to receive their statements online. • VAST VISA DEBIT MERCHANT SYSTEM — Direct Pay is accepted at over 1.2 million locations worldwide. • EASY ACCESS — Cardholders can access account information 24 hours a day via the Web, by speaking directly to a customer service agent or via Interactive Voice Response (IVR). • MANAGEMENT REPORTS —You have access to reports that allows you to track the success of your direct deposit campaigns, as well as other statistics and card portfolio • information. HOW IT WORKS Your employee signs up for Direct Pay by filling out an enrollment form and returning it to you. • A payroll card account is opened for the employee. • Your employee receives the Direct Pay card, a brochure describing the program, a Terms and Conditions document and a schedule outlining the associated fees. You receive the employee's account number to set up the direct deposit account. • Your employee activates the card. • When you process your payroll, the ACH transaction is sent with other direct deposit transactions. Your employee's net pay is now available and can be accessed at ATMs and Visa and Interlink merchant locations. OTHER DIRECT DEPOSIT or PAYROLL — Wachovia's Direct Deposit is an efficient alternative to SOLUTIONS TO check payments for applications such as payroll, pension, employee expense reimbursements and dividends. Direct Deposit payments are transferred through the CONSIDER ACH from a company's disbursement account to the recipient's checking or savings account. Check payments are eliminated or reduced and cash forecasting is improved. COMMERCIAL DEPosrr Accourrr — Commercial Checking is designed for businesses with • higher monthly account balances and transaction volume. You'll have access to a variety of cash management services, and you'll receive an earnings credit rate to help offset account fees. WACHOVIA AT WoRx — At no cost to you, Wachovia at Work gives your employees preferred pricing on a variety of retail banking products and services, convenience through onsite visits, a dedicated toll -free number and Web site, and financial education through financial profiles and educational seminars. TALK TO US if you would like to implement Wachovia's Direct Pay service, or if you would like to receive more details about other treasury management solutions, contact your Treasury Sales Officer, call us at 800.377-9208 or e-mail us at treasurycontact@twachovia.com. r FDIC -Insured. ® WAMOVIA EMPLOYER DIRECT PAY CARD • SERVICE DESCRIPTION AGREEMENT This Employer Direct Pay Card Service Description Agreement (this "Description") sets forth the Employer Direct Pay Card services (the "Service") to be performed by Wachovia Bank, N.A. or Wachovia Bank of Delaware, N.A. (in either case, the "Bank" or "we) for you (the "Employer" or "you") and the terms and conditions upon which the Service will be performed. The Service provided hereunder and transactions in which you and we will engage in furtherance of the Service are also governed by the Deposit Agreement and Disclosures for Commercial Accounts, which governs the account(s) you use or allow us to access in making use of the Service (as amended from time to time, the "Deposit Agreement"). In the event of a conflict between any provision of this Description and the Deposit Agreement or any other agreement between the Employer and the Bank, this Description will govern. By executing this Description below and accepting the Service, you request and authorize the Bank to provide the Service and agree to the terms and conditions contained herein. By executing this Description below and providing the Service, the Bank agrees to provide the Service to you upon the terms and conditions hereof. 1. SERVICES. The Service offered by the Bank is designed to provide a mechanism, which enables you to deposit the aggregate net pay amount and, in some cases, other eligible amounts payable, such as reimbursements, bonuses and commissions, approved by the Bank for payment through the Service due to each of your employees, who participates in the Service (the `Enrolled Employees"), into one Wachovia Direct Pay Account (the "Direct Pay Account") on or prior to each day on which such payments • are due to the Enrolled Employees. Subject to the terms and conditions of this Agreement, you may make such payments to your Enrolled Employees utilizing either: (1) the Automated Clearing House system (payments processed in such manner are referred to herein as "Standard Transactions"); or (ii) the adjustments functionality provided through an web based internet application (the "Adjusting Payments Website") made available to you by Provider (as defined in Section 2 below) or Bank (payments processed in such manner are referred to herein as "Adjusting Transactions'. • Each Enrolled Employee will be able to access his or her net pay and other eligible payables available in the Direct Pay Account through the use of a card linked to the Direct Pay Account and issued to such employee (each, a "Direct Pay Card'J. Each Enrolled Employee's participation in the Service will be governed by a separate agreement and terms and conditions between the Bank and each Enrolled Employee. The benefit of the Service to you is the elimination of the need to provide paper checks to the Enrolled Employees and to allow you to take advantage of the benefits of direct deposit pay with respect to your employees even where such employees do not maintain an account at any bank. 2. THU -PARTY SERVICE PROVIDERS. The processing contemplated by the Service, or any portion thereof, may, in the Bank's sole discretion, be provided by a third -party vendor ("Provider"). Vemim 16-6I2DUS 3. GENERAL CUSTOMER OBLIGATIONS / AGREEMENTS. In order to subscribe to the Service, you must comply with the following obligations and • agreements (collectively, the "General Employer Obligations"). (a) You shall properly obtain and verify accurate, appropriate information deemed necessary, in the sole discretion of the Bank, (the "Employee Information") for each Enrolled Employee and provide such information, at the Bank's option, to the Bank and / or its Provider. You must obtain the Employee Information using a standard enrollment form provided by either the Bank or its Provider (the "Enrollment Form') and must verify the Employee Information against your employee records. The Employee Information must include, but is not necessarily limited to, the Enrolled Employee's: (i) full legal name; (ii) full physical address (no Post Office Boxes) ;(iii) full date of birth; (iv) phone number (including Area Code); (v) social security number; and (vi) if available, any other government identification number, such as a driver's license number and any other necessary information related to such number, such as the state for a driver's license. You shall provide such additional Employee Information, as reasonably requested by either the Bank or any Provider from time to time. (b) You shall obtain all written authorizations and executed agreements from each Enrolled Employee, as required by the Bank and / or its Provider (collectively, the "Employee Agreements"). Further, with each submission of the Employee Information for each Enrolled Employee you warrant and represent to the Bank and the Provider that all Enrolled Employee signatures on the Employee Agreements are authentic. Finally, you shall retain all executed Employee • Agreements for each Enrolled Employee in such employee's employment record and shall make such materials available to the Bank and its Provider, upon request by either the Bank or its Provider. (c) You shall provide the appropriate agreements, terms and conditions, Enrollment Forms, marketing materials, pricing and fee schedules and all other relevant documents (collectively, the "Direct Pay Materials") to each Enrolled Employee and any prospective Enrolled Employee, as provided to you by the Bank and / or its Provider. You shall not alter, in any way, any Direct Pay Materials and shall always provide the most current form of the Direct Pay Materials to the Enrolled Employees and any prospective Enrolled Employee. If and when any Direct Pay Materials are amended from time to time by either Wachovia or its Provider, you shall provide copies of such amended Direct Pay Materials to all of your Enrolled Employees. (d) After obtaining the Employee Information and properly executed Employee Agreements from any employees who wish to become Enrolled Employees, you shall enter such data and information and submit it to either Wachovia or its Provider using one of the enrollment options made available to you by either Wachovia or its Provider in order to enroll such employees. You shall submit such data and information to Wachovia or its Provider through any process or system required from time to time by Wachovia or its Provider. • (e) A set-up report will be available to you on a daily basis via the internet, which will indicate, among other things, which Enrolled Employees have received vmim is-eairos 2 and activated their Direct Pay Card. You shall monitor such report on a daily basis and continue to provide all Enrolled Employees with all amounts due to • them by you through means other than the Service until you are notified through the report that the employee has activated his or her Direct Pay Card. After you team that an Enrolled Employee has activated his or her Direct Pay Card, you shall begin to use the Service to make any net pay or eligible payments available to him or her on his or her Direct Pay Card pursuant to the terms and conditions of this Agreement. (f) You shall exercise reasonable care to maintain the confidentiality of any and all data, user identification codes, manuals, software, payment and fee schedules and other information delivered to you in connection with the Service. by either the Bank or any Provider and you shall not disclose any such information to any third party without the prior written consent of the party providing such information, except as required by applicable law. (g) If prohibited by applicable law or regulations, you shall not require any employee to become an Enrolled Employee. (h) You agree and acknowledge that we may refuse to allow any employee to participate in the Service and to become an Enrolled Employee, in the Bank's sole discretion. Further, you agree and acknowledge that the Bank may terminate the Service as to any Enrolled Employee at any time pursuant to applicable law or the terms and conditions of any applicable agreements, service descriptions and statements of terms and conditions between the Bank and such employee. If the Bank elects to discontinue the Service as to an Enrolled Employee due to the Bank's inability to verify such employee's • Employee Information and / or the Bank's inability to complete the Employee Review (as defined in Section 4(c) of this Description), then the Bank or its Provider shall notify you via written notification in a form substantially similar to Exhibit A attached hereto and made a part hereof (the "Termination Notice"). The Bank or its Provider shall send each Termination Notice to the person designated by you to receive such notices at the address provided to the Bank by you. Upon your receipt of notice of the termination of any Enrolled Employee for any reason, you immediately shall begin providing such terminated employee's pay and all other amounts due to him or her by means other than the Service and immediately shall cease transmitting any and all amounts due to such employee to the Direct Pay Account. (i) You agree that all telephone conversations in connection with the Service may be recorded by the Bank and / or its Provider by use of tape or other data storage means and retained by the Bank and / or its Provider. • (j) You shall cooperate with the Provider and the Bank to ensure that your computer systems, software and other necessary fors of communication (and those of any payroll service provider utilized by you to the extent such provider is required to interact with the Bank or its Provider) are and remain compatible with systems of the Provider and the Bank necessary to provide the Service. Version 15-612IN5 (k) You will provide to the Bank reasonable documentary evidence and periodic attestations that the Employee Information gathered by you and provided to the Bank has been verified and maintained in accordance with state and federal labor regulations and you shall allow the Bank, if requested by the Bank, to conduct on -sight verification and testing of your systems used to maintain and verify Employee Information. If requested by the Bank, you will provide the Bank reasonable documentary evidence and periodic attestations that you have properly obtained and maintained all executed original Employee Agreements for all Enrolled Employees and you will allow the Bank to conduct on -sight verification of the Employee Agreements. (1) If required by the Bank, you shall cooperate with the Bank with respect to and successfully complete the Bank's credit approval process prior to beginning to use the Service. 4. ADDITIONAL STANDARD TRANSACTIONS OBLIGATIONS. If you use the Service to complete Standard Transactions to the Enrolled Employees, then, in addition to the General Employer Obligations, you must comply with the following obligations and agreements. (a) You shall deposit amounts to be paid through any Standard Transactions ("Standard Payments'l for any Enrolled Employee into the Direct Pay Account at least two (2) business days prior to each date on which such amounts are due to the Enrolled Employees. Further, you shall provide to the Bank and / or its Provider all necessary information to determine how the aggregate payments being made through Standard Transactions should be apportioned among each Enrolled Employee (the "Standard Pay Transaction Information") at least two (2) business days prior to each date on which amounts are due to the Enrolled Employees. If you do not timely provide the Standard Pay Transaction Information and the amounts due to be paid through Standard Transactions to Bank and / or the Provider, neither the Bank nor the Provider shall have any obligation to make the related Standard Transaction payments available to the applicable Enrolled Employee on his or her Direct Pay Card. (b) You shall be responsible for the accuracy of the Standard Pay Transaction Information and for removing and properly distributing all applicable taxes, fees, garnishments and other charges from each Enrolled Employee's gross pay before depositing the net amounts due to each Enrolled Employee in the Direct Pay Account. You shall also be responsible for continuing to provide all Enrolled Employees with all statements and documents (i.e., pay advices) that you customarily provide to your employees that receive their pay through direct deposit each pay period. S. ADDITIONAL ADJUSTING TRANSACTIONS OBLIGATIONS. If you use the Service to complete Adjusting Transactions to the Enrolled Employees, then, in addition to the General Employer Obligations, you must comply with the following obligations and agreements. • (a) You must, at all times during your use of the Service to make any payments due to any Enrolled Employees using Adjusting Transactions ("Website Payments"), version is-erzims 4 complete Employee Information related to such employee, the Bank or its Provider shall conduct an appropriate review of the Employee Information to determine if the employee is eligible to become an Enrolled Employee, in the Bank's sole discretion (the "Employee Review"). Additionally, within a reasonable time following the receipt by the Bank and /or its Provider of the Employee Information, the Bank or its Provider shall send to the employee a Direct Pay Card and such employee shall become an Enrolled Employee, subject to termination by the Bank, in its sole discretion, following the completion of the Employee Review or otherwise in accordance with this Description. Following the distribution of the Direct Pay Card to the Enrolled Employee, the activation of the Direct Pay Card by the Enrolled Employee and upon receipt of the Standard Pay Transaction Information for the employee by the Bank and / or its Provider from you, and receipt of the employee's Standard Payments into the Direct Pay Account by the Bank, the Bank shall allow each Enrolled Employee access to his or her available Standard Payments, available in the Direct Pay Account pursuant to the terms and conditions of any applicable agreements, service descriptions and statements of terms and conditions between the Bank and such employee. Additionally, if applicable, following the distribution of the Direct Pay Card to the Enrolled Employee, the activation of the Direct Pay Card by the Enrolled Employee and upon receipt of the Adjusting Website Payment Information for the employee by the Bank and / or its Provider from you, the Bank shall allow each Enrolled Employee access to his or her available Website Payments, pursuant to the terms and conditions of any applicable agreements, service descriptions and statements of terms and conditions between the Bank and such employee. (d) The Bank and its Provider shall exercise reasonable care to maintain the • confidentiality of any and all Employee Information, Standard Pay Transaction Information, the Adjusting Website Payment Information, data, user identification codes, manuals, software, payment schedules and other information delivered to the Bank in connection with the Service by you or the Enrolled Employee and the Bank shall not disclose any such information to any third party without, as applicable, your or the affected Enrolled Employee's prior written consent, except as required by applicable law. • 7. DIRECT PAY ACCOUNT. You hereby agree and acknowledge that you shall have only limited rights with respect to funds held in the Direct Pay Account. Without limiting the generality of the foregoing, after you deposit the aggregate net amount owed to the Enrolled Employees into the Direct Pay Account, your only right in such funds shall be a reimbursement right to correct over -payment errors prior to the withdrawal of such funds. At all times, each Enrolled Employee shall own funds equal to his or her Direct Pay Card balance held in the Direct Pay Account that have been deposited appropriately as his or her Standard Payments and Website Payments. 8. OVERPAYMENT ERRORS. In the event that you deposit amounts into the Direct Pay Account for any Enrolled Employee in excess of the amount due such Enrolled Employee, you shall be entitled to attempt to exercise any rights, if any, you have to reverse the deposit or any portion thereof. In no event, shall the Bank be liable to you or any third party for any such overpayment or your inability to recover any such overpayment. vmion I5-621105 9. FEES. The Bank will provide you with a fee schedule for all charges associated with the use of the Service. 10. NO REPRESENTATION OF COMPLIANCE WITH LAWS. The Bank has not made and you acknowledge and agree that the Bank has not made any representation or warranty regarding the compliance by the Service with any laws, orders, regulations or statutes by which you are bound. You acknowledge and agree that you have had the advice of legal counsel regarding this and other matters in making your decision to accept the Service and be bound by this Description. 11. LEWITATIONS ON LIABIMY. The Bank's liability for the failure to perform under this Description shall be limited to instances in which you incur a direct loss due to the Bank's gross negligence or willful misconduct. In no event, shall you, the Bank or any Provider be liable for lost profits or special, indirect, exemplary, consequential or punitive damages related to the Service, even if such party shall have been advised of the possibility of such damages. The Bank shall have no liability to any party for failure of, or delay in, its performance related to the Service as a result of any act of God, war or terrorism, fire, other catastrophe or force maieureelectrical or computer or telecommunications failure, any event beyond the control of the Bank (including, without limitation, the cessation of business by any Provider for any reason), or fraud committed by any third party. Nothing in this Agreement shall create any agency, fiduciary, joint venture or partnership relationship between the Bank and the Employer. 12. INDEMNIFICATION. In the absence of negligence or willful misconduct on the part of the Bank or any Provider, you agree to indemnify and hold the Bank harmless for (and agree to immediately reimburse the Bank for) all damages of any nature (including the • cost of reasonable legal fees and expenses incurred by the Bank) sought by any entity or person against the Bank under applicable law or as a result of breaches asserted against the Bank in connection with the Bank's provision of this Service to you, or any Enrolled Employee including, but not limited to: (i) damages asserted by any Enrolled Employee relating to the Enrolled Employee's failure to be able to access his or her Standard Payments and / or any Website Payments from his or her Direct Pay Card or your failure to deposit sufficient funds to cover any Standard Payments and any Website Payments due any Enrolled Employee in a timely fashion; (ii) losses or damages incurred by the Bank as a result of the Bank being prohibited from asserting any defenses or claims associated with the Service against any minor Enrolled Employee, solely because such Enrolled Employee is a minor; and (iii) penalties imposed by any governing authority due to your failure to provide complete, accurate Employee Information to the Bank. 13. COMPLIANCE WITH APPLICABLE LAWS / AMENDMENT. Each of the Bank and the Employer hereby warrant to the other that each party will comply with all laws, regulations, statutes and orders applicable to it with respect to the provision and acceptance of the Service. In the event, that the terms of this Description ever violate any applicable statute, law, regulation or order, then this Description shall be deemed amended to the extent necessary to comply with such statute, law, regulation or order, without any further action by any party and with no liability to any party. This Description may be amended from time to time by the Bank upon thirty (30) days written notice to you. 14. TERMINATION. Either you or the Bank may terminate the Service upon thirty (30) • days written notice to the other party for any reason. Upon your receipt of notice of version 15-6n 1105 termination, you shall immediately take steps to be able to begin providing all Standard Payments and Website Payments to all impacted employees by means other than the • Service as of the effective date of the termination and shall cease transmitting such employee's Standard Payments and Website Payments to the Direct Pay Account. Further, the Bank may suspend the Service immediately, as to one or more Enrolled Employees, if you fail to satisfy any material obligation hereunder, including, but not limited to, your obligation to timely provide Employee Information, Standard Pay Transaction Information, Adjusting Website Payment Information and the Standard Payments and Website Payments for each Enrolled Employee when due. Notwithstanding anything in this Agreement to the contrary, if any Provider used by the Bank, in breach of the Provider's contract with the Bank or due to circumstances beyond the Provider's control, terminates its services to the Bank without sufficient notice to provide the Customer with the notice of termination provided for in this Section and Bank must terminate the Service for all of its customers, then Bank shall be entitled to immediately terminate the Service for Customer. In the event of such a termination, Bank will, as necessary, provide any remaining balance on any Enrolled Employee's Direct Pay Card to such Enrolled Employee via a paper check. 15. DUPLICATE ORIGNALS: COUNTERPARTS. This Description may be executed in any number of duplicate originals, and each duplicate original shall be deemed to be an original. This Description and each duplicate original hereof also may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute a fully executed agreement even though all signatures do not appear on the same document. Delivery of an executed signature page of this Agreement or any duplicate original via telecopier facsimile transmission shall be effective as if it were delivery of a manually delivered, original, executed counterpart • hereof. IN WITNESS WHEREOF, each of the parties hereto by its respective duly authorized officer has executed this Description as of 200_. EMPLOYER: By — Name: Title: Vemim I5-6n1/05 THE BANK: WACHOVIA BANK, NATIONAL ASSOCIATION By_ Name: Title: n U u Exhibit A [ADD EMPLOYER AND ADDRESS] Termination of [Employee name and address] from the Direct Pay Card Service "Service") Dear: Wd refer to that certain Employer Direct Pay Card Service Description Agreement (the "Description's pursuant to which, along with other applicable agreements and documents, Wachovia Dank, National Association (the `Bank'] provides the Service to you and certain of your employees. Capitalized terms used herein and not otherwise defined shall have the meanings scribed to them in the Description. The purpose of this correspondence is to notify you that eective immediately, the Bank hereby terminates the provision of the Service to [add employee name], who resides at [add employee address]. The Bank must terminate the Service to sluch employee due to the inability of the Bank or its Provider to verify the Employee Information or complete the Employee Review related to such employee. Pursuant to the Description, you must immediately cease transmitting all such employee' payables to the Direct Pay Account and must provide such employee's payables by other mean. Vmim Sincerely, WACHOVIA BANK, N.A. • WACHOVYA Wachovia Direct Pay Payroll Card Fee Schedule Revised June 22, 2005 • • m to erFees Fee Im lementation Fee $1 000.00 one time and SetupFee (per card $4.0 one time eb application access per administrator $6.0 month Ex ress Delive customer r uested current re ustom Re ordn Quot etch file processin Quot Non-standard fundjn r item Quo der Fees # Free Fee Service Fee - per active card $3.0 TM Fee pernabonal 5 per month $1.6 ATM• ATM 0 $2.5 ance In ui 2 per month $0.5 TM Transaction Decline 5 er month $0.5 110 OS signature na na S PIN based na na ditional Card 1st card must be Issued 0 $5.0 R Call 2 per month $0.5 R Call 1 r month $1.5 N Change Ilosure 1 er ear $0.5 sh Advance 0 $2.5 verd raft Fee 0 $30.0 rd Replacement Fee 0 $5.0 press Delive for card replacement 0 $15.0 Fee if less than 6 months 0 $10.00 ormant Fee after 6 months no activity)0 $2.0 arnishment Fee 0 $20.0 Foreign ATM transactions are subject to network owner fees. - Confidential - Direct Pay fees are Subject to change. RECONCILEMENT With all that you have to do everyday, wouldn't you find it helpful to have the ability to access your account reconcilement statements and reports when you need them, instead of having to wait for them to be delivered to you? AN UNCOMMON Wachovia's Online Account Reconcilement Reporting offers easy -to -use access to the same reconcilement data that customers have been using for years, but through an electronic, SOLUTION Internet -accessible delivery channel. Alert notifications via e-mail are also available to inform you of end -of -period report availability and to provide immediate feedback about incoming and outbound account reconcilement issue and paid files. HOW You CAN • ELECTRONIC ACCESS TO ARP REPonTs — Provides the same ARP reports that you are used BENEFIT to using today via the Internet instead of paper. • ELIMINATION OF UNWANTED PAPER REPORTS — You receive fewer paper reports and mailings, and you reduce unwanted storage costs as well. • ELIMINATION of MAIL TIME — As soon as your ARP reports are completed, they are • available to you to begin your reconcilement process. • TRANSMISSION FILE CONFIRMATIONS vIA E-MAIL — Cut down on phone calls to the bank to find out if a file transmission has been received. ■ AccuRATE FILE CONFIRMATION PROCESS —The confirmation is generated after the file is received and processed by the ARP system. • QUICK ACCESS To SPOT ERRORS ON YOUR INCOMING ISSUE FILE —Allows you to focus on potential problem areas on your incoming file transmissions to the bank. • ACCURATE NOTIFICATION OF ARP REPORT AVAnAEILrrY —A simple e-mail notifies you when your ARP reports are ready to be accessed. THE WACHOVIA Wachovia's Online Account Reconcilement Reporting features access to all your major ADVANTAGE reports with the added ability to receive alert notifications on transmission files and notification that your reports are available. You can view reports at your convenience — once per day, once per week or whenever you want. The information is housed on the Web site for a rolling six-month period. TALK TO US If you would like to receive more details about our Online Account Reconcilement Reporting or any of our other treasury management solutions, contact your Treasury Sales Officer, call us at 800-377-9208 or e-mail us at treasurycontactQa wachoviacDm. CJ ARP Reports and Confirms/Transmittals • Type: ARP - Debit Recon ARP Debit Reconcilement: Consolidated YYP6 er n,corr Bt16K CtICT. ANODMT a0. CUSIOMSR MANS DATE PADS RL Moumar¢✓ 76 1221511290123 YYS CAMPW MC122 121 10-31.01 1 SPECIAL CQKPAAT MICK DEPE DATE SROOWCl PAYEE CHECK Dan DATE nouscum PAPER MEER PAID D/a PAID INVIAM R4TO411 tool lnmTlm POIOBR PAID 019 PAID ISSVRO Man ]DRMYInmTlm 123E 1.991.Oa 30]t01 G l]G3)3 If.iG OSOL% 1])f 9]O.oO L ]35252 311.IS 050103 .11 001]0) ]47 0Pon 9876543 1 319148 13.17 0122O coaa0110 12345 110.40 051,03 1 110625 231.12 050102 _;2j�s_ .. �-.?:b °: yu9;3._ ,�...._.- .� ...�-.-.}...?f51i......._�J2c�s1 )iasl:-_...__,-.-• .-....- .✓ ARP Debit Reconcilement: Misr Credits GLSTOM R DATE Vaa Rc-cRRD1TEII 75 1234SI7020131 all SAImLI 0147122 123 20-11-a 1 'Rem CONPARY HECK DATE DATE MUMCa PAYEE MOM Dan Dan sE00EMCs PAYER "PER PAID 0/8 PAID I66DID NUMBER IDEMT1rICATION MMEER PAID Oil PAID IP6CaD "Mm ID®RIPImT 11T, )10.5) 090204 EMI T rm c9 02.t9 100t01 M CR MEN CA 3101),0]f.]) 09010E ]O9M A TBAMrS8 25313.141.99 10E104 m TRAR9r9R ID105... 1.11 010204 EPA TRANSFER CR 11691,1N.19 100501 ]SA TRAM9PRR I I1. U3.11 09030 ERTFMRrL3345,7 131.431, 10So19HSI.!N&SIT 72AaGRR123456T910 410.00 010ceA 9TI ANUBgCRR 10501 -n ARP Debit Reconcilement: Mist - Debits TYPE OP R n MTSC-DSBITSI BADE CYST. ACCODM) ED. CUSTMRIR M DAYS PAOR 75 121451 690121 YYE smvm W133 121 10-11.O4 1 SPECIAL roMPXRY MACE MIR DATE BBOD&1C6 PAYER Mom DME DAY6 BBOOBMtt PAYER • Mon PAID Oil IAID Issum Mon MwirIGTIM MUMEER PAID 0/5 PAID ISSUED MME R IDETi[PICATII 123651) .14 *90204 99165132DEBIT 112100 1236 Sit .10 090901 961651320niT Hurl 12N5 LO1.,1 09110, 161Lg12MBIT ADTEn11E1R 223tf 2,t10.21 09210f 90715412MBIT ADRRTIME)R 1231f0 191.99 100204 991161323MIT ADTKIMEMI ARP Debit Rewdlement Paid Only "PE Or REPORT RAJAK NET. ACCOLM IRS CUCTOMEI) NAME DATO PA PA10 ONLY✓ 75 I2l44O39012) EYE PAMPER MC123 123 10-11-04 1 CPRCIAL C0HPXlrY MR= DAn ON" PEQNMCB PAYER CHECK DAn Dan 68QURNCs PAYEE NUMBPE PAID 0/0 PAID Its Rm1EeR IDnYInMTIOR MINER PAID Oil PAID IERURD Man [0RITIIPICA 12" 301.57 012019 98)65632 123456 2,48.33 000204 0310019e16S613 12115 101.69 OS1203 9tl6SU3 123456 IPD.ST 091106 03JIO991SS42 I2316 a.]e OSO6a) 9 795132 12)456 911.1e 102704 01060198165632 1])4S 421.99 01010) 99715432 123156 400.31 090901 051104981,6432 ARP Debit Reconcilement: Unpaid [D OIWY� .M. wrt Om ND. CORIMISR RANK MTN PAGE is l21456799013) YYE 6AMP1/ KC133 123 10-A-01 1 W CMIPAKY ICK DATE Dan s[pDEMCE PAM MOCK DATE DA79 96N®KR PAM )BUR PAID D/E PAID ISMIRD NUMBER momar ICATIOM NMIBRE PAID 0/9 PAID IS6VOD ammuR maRr"Imn 1211 11918.00 ]0210) f 123451 ]IS." O43103 1214 930.00 10230) 1 1 I]AS 110.10 a510) 2S 11G51 O050f03 1J.3Ol 311) 1]]IS )f6i1 051")4 123456 16.99042"1 10141-I �121/I-.rw •-.-1.1+�-Wr,lhMi•.... �.^•�1�^ r�.�..... Type: ARP - Debit Recon ARP Debit Itwondlement: Paid No 1"" (PNI) . wwMlr w. 0062001 HME D= FAG WOW 2—.mm 25 123061MO122 n2 2a10>ta =Pwr 011 10-29-04 eMz" CNI'Q MSS DA2s 51COMI(x VA n01<'A MS[ 1012E Scour R PA A IltaOm PAID C/a PAID I6602D pl0®t ID IIICA2xw elA®Cl OAID 0/9 PAID I650m 5{f®Ot I0p12I2xwzow -1 123666 159.00 Of1an 12S N v 1 121659 10,920.71 09120 123/5615 1- U3456 6,760.n 090902 123/5670 -P'/" ..ram 6 /'6I..,, ♦ I" �6LFo•�/'- .I°E.52M2-/-.rP6Ir—.-../- �r--��.�,...'-../- /J ��/' �l- t ��'�. ARP Debit RKondiement: Stop nv9 aWn✓ 26 12]6snnoan [Yl YqY LppA99 vl l9-»-a 21 N6C11J. CILLC[ Gi[ Gtt 6W.00{ vAYQ CI6w Gii DAIi 96wOCa NYn {Ofta 9A00 o/6 Me xa606i t0O0 I0n219xQ21w al® Qif 0/9 Mo 16awa0 {WOn lawaR ;, W49472 .M IIww W4608 "0.20 WOIO2 O10a1 I22 Ml a.w 100101 01004 a006na no.w a00af) 0]0604 22x909 000.00 1Mo, 0a0W0 •-Y"15j24 r- i.I^'oa-� LY'N.,0Y6Y J -.�..i i I - *Type: ARP - Deposit Reconcilement - vcpmil necvnaIemenll KoCopmuiauon tueposlx wcatiOn Detdll) C06Sq n Ou 0aa ea{fl.{ mmAf2 100 0. 0{WR} 0AT{ pA0{ M. u-aa-w a In..InOva OM Mg CCIDrA{Y AII00Rl Mu 6LHfAi. AMOOnt oMa n{v55xrm ta1xam 0{vmxrm $91660210 10 6,510.90 Kim 9076543219 ) 2,792.54 12.0I 1476541210 a 6.101.14 12-10 0876541210 0 3.576.11 12-14 9G1690]]10 1 bb5].66 12.17 9a16513210 6 2.242.41 12-21 9016543210 16 11, 016.00 12-)) WSAY�6a23?�°i.✓aY'VLSi-.�^..+6�_..�bo.r.—fr"'.r J—"��+ 0 • Type: ARP - Miscellaneous Reports MP - MlactllanaWf: Deppslt 141=11mlmus QaaRs MaR/RRS. >f 111LSneN1YJ YAWn6 OffY/TYY. lee pfyn 0Wm/ AN On Im WK/U TO 12/3v. 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W ICLIR 1 PAU, w I. 1 PAIO, w I PAIO, ap [aW Wn U/UM M OI ll-]I-w RAN YCaKIM m. ®OIT1N I [nlPrm Flood nMRm Y FKPIW ITY I anevm IIYY 1 QYCmW Ia6ea • 0 Type: ARP - Miscellaneous Reports ARP • MMtelleceow: Meet WIN M. OOOOUO rim W. SOS [WAT MPOP.f rA f 1 OAT[ 01/Jl/05 M ODNT W. 121IS67290223 OP6 SWU N PA 102 MAIM XMITq 01-31-05 \C M MTAL LV 91 OLDa DAYO ACTUAL OAYO MYS CBOT Mf AIRAOT PCT DIPo9IT MYf CODItT ICT AI{JOM TCT ftt O li 0 2 GOUFAII 0 OOiLMTIOf .50 73,728.26 1.16 .00 0 .00 .00 .00 } 2 .JJ 6.IJ1.9J .II 292.36 1 .00 .00 .00 ,00 2 7 1.11 6p,610.51 1.35 6,210.13 I a .17 71,151.31 1.59 .00 1, 9N.q 3 51 9.70 )],969.13 I,51 10,621.20 3 5 .94 61.949.37 1.22 5. 0G1.75 i 195 32.00 1, 1".I14, 50 31.40 I5:,264.40 1 1 .61 13.190.62 .27 1,12-57 ..ram•i-W 44�0.�• MZW 6Vil�YWS�.eJ]8i iV•aG,6r.w.J.��/r✓ate�.�.BJ2L]I✓A.....3J.��1aZL96 ARP • PHICIU lPou[: Full R6centllemewt IldrMe SAeet YGO9IA N1Z. N.A. [RI. ANNND1I. MCYC[ p / X. 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N{.lf .ee eFL-w_.���-.r._ .N n 4, lL.es Ae lJ xl. we.Jc w .ee ,eo .0. • ' Type: ARP - Confirms/Transmittals - Issue File Confirm WnflrinF/franamRtals: ARP Itale/Cancal File Confirmation Report �n va/M/ea a4aev3A Rua, R.A. vAa I as Ivnu is AIYVORr umcrman IaP IYYa/CAYCLL ]IW MYIa1eaT30R [aYOM vuW InDFP-o-rsu CAeS.1-oa-rsu all M. STAi Ngeef I}aa AIEI08! aff ul{unW .ff a Ta,{M.N IWue/Cancel/VOW Poatllp Repor w M%FAIR. n... AttClall a TIJWaa VLCMRiLMI. N IIM AN. ]TM l0]a1A F1' raTMeN Orr W. N13-lal{Sf)wO1L ]TY mlOn fl 300.{lT.l• VIOL 00 ]aa as 00 wIOWMrM .e0 0 • 0 Type: DDA - Checking Statement DDA - Checking Statement Corporate Checking 01 12345678OW23 751 106 31 180 28.121 STU SAMPLE CORPORATION ATTN: R. ROGERS. PAYROLL DEPT CB 725 123 MAIN STREET �— YOUR TOWN, MC 00000 NOD 00 Corporate Checking 12101/2004 thru 12131/2OO4 Acwtwd number. 123458788Di23 A=urd~ar(e): STU SAMPLE CORPORATION ATTN: R. ROGERS, PAYROLL DEPT Taxpayer lD Number: 087054321 Account SBmmea Oyaning bale a 12101 gD 00 D_epoe8e and other croNb 2v1743 Sl Ctherwith&wwakudeervmfe 2,341,74391 - Chwing bale 12731 EGAD �J • • .:.• POSITIVE PAY PREFERENCES Beginning on _ . 20_ , Positive Pay notifications on the Account below shall be delivered via InVision / PCInVision / WebinVision, or Wachovia Connection Plus, and the following default parameters will be active for all suspect checks, if Wachovia Bank, N.A. is not otherwise notified in writing by the Customer. PAY ALL CHECKS (If the Customer has elected this default decision to pay all such reported checks, the Bank shall be so authorized and shall be entitled to charge the Customer's Positive Pay accounts for all payments made in accordance with this default decision.) RETURN ALL CHECKS AS UNAUTHORIZED RETURN ALL CHECKS AS UNAUTHORIZED AND PLACE STOP PAYMENTS (Not available automatically with Wachovia Connection Plus) (Customer Name) (Authorized Signatory) Date 20 Wachovia Bank, N.A. October 24, 2002 (Account Number) (Authorized Signature) WACHOvrn TRANSMISSION Do you have considerable time invested in the delivery of information to the bank or updating your systems with bank information? AN UNCOMMON Wachovia's Data Transmission service enables your company to electronically exchange data with the bank and fully automate the collection and delivery of account information, SOLUTION saving you time and money. HOW YOU CAN EXTENDED PROCESSING WINDOWS — Take advantage of later deadlines. Transmissions can be sent later and information received earlier in the day than with other communication BENEFIT methods. 24/7 Access — Information can be sent or delivered to meet your needs at any time of the day or night. KNOWLEDGE THAT FILES WERE SENT OR RECEIVED — E-mail is used to acknowledge receipt of your file and notify you when a transmission is ready to be retrieved from Wachovia's file bank. E-mail acknowledgment is available for all Wachovia treasury services. IMPROVED ACCURACY — Transmitted data can be downloaded from and uploaded to your • systems, minimizing opportunity for manual errors. THE WACHOVIA ' QUICK IMPLEMENTATION — Standard transmissions can be implemented within three weeks. ADVANTAGE • CUSTOMER SERVICE SUPPORT — Experienced, responsive customer service support is available 24/7. • COMPLETE AUDIT TRAIL — File delivery and related issues are tracked throughout the process. • REDUCED COST — Wachovia's toll -free number helps minimize telephone expenses. HOW IT WORKS Data Transmission provides the delivery channel for ACH, Wire Transfer, Positive Pay, Account Reconcilement, Integrated Payabtes, Integrated Receivables, Lockbox, AT A GLANCE Controlled Disbursement and ASO/Partners, all Wachovia treasury services. r1 How IT WORKS During the implementation phase of each customer setup, a data transmission technical analyst is assigned to assist with choosing from a wide range of file -transfer options, AT A GLANCE including. (CONTINUED) — HTTPS — FTP with PGP — FTP over VPN — SecureFTP (aka FTPS) — SSHFTP (aka SHP) — ASa — Synchronous (aka Bisync) — SNA/SDLC (dial -up only) — SSHFTP (aka SFTP) — Connect Direct over Internet protocol • Company, customer and application IDs are established, and thorough connectivity testing is conducted. Three successful test file transfers to and from the application are completed. A date is scheduled to begin transmitting production files. • Once setup is in production, your Wachovia analyst will monitor the first three file transfers and then compete the documentation and transition the setup to the production support team, • TALK TO IIS If you would like to implement Wachovie's Data Transmission service, or if you would like to receive more details about other treasury management solutions, contact your Treasury Sales Officer, call us at 800-377-9208 or e-mail us at treasurycontact@wachoviawm. RECONCILEMENT PROCESSING Do you struggle to reconcile your bank accounts in a timely manner? Or would you like to reduce the number of depository accounts you maintain? AN UNCOMMON Wachm'ia offers a suite of account reconcilement services designed to free up your staff while allowing timely completion of reconcilement activities and minimizing the required SOLUTION number of accounts. Regardless of the plan you choose, your updated account information can be fed directly into your company's accounting and data processing systems. Our suite of services includes: Paid Only Reconcilement • Full Reconcilement Positive Pay Reconcilement HOW You CAN REDUCE ADMINIsTRATIVE EXMSEs — less time spent reconciling accounts and manually BENEFIT keying checks. • AcxtEve TIME SAwncs —timely bank delivery of completed reconcilements allows you to close your books more quickly. IMFROvE ACCURACY — an electronic check paid file eliminates the need for manual entry to your accounts payable system. ENHANCE AUDIT CONTROL — checks paid are matched against your check issue information; discrepancies are identified and researched by Wachovia. • MINIMIZE FRAUD Losses — Positive Pay services enable timely identification of altered and counterfeit checks, allowing them to be returned within the required z¢-hour deadline. MAINTAIN FUNDS CONTROL — timely return decisions allow funds to remain in your account, avoiding time delays and risk of loss associated with late returns. THE WACHOVIA QUICK TURNAROUND — Paid Only reconcilement output provided within four days after statement cut-off; Full Reconcilement output provided within seven days of statement ADVANTAGE cut-off. • FLEXIBLE INFORMATION DELIVERY OrrtoNs — Reconcilement information can be delivered via data transmission in a file compatible with your company's accounting system, including a secure Internet file transfer option; end -of -period reports are available for electronic delivery or in hard copy format if required. • SEVERAL CUT OrF OrnoNs — Cutoff cycles are timed to match your company's internal system: weekly, bi-monthly or monthly. • 0 THE WACHOVIA ERTENstvE Fantm Piu rscrmN — Wachovia a single deposit system allows positive pay ADVANTAGE fraud protection to reach across our 13-state franchise. CHECK IMAGE Accsss — Daily access to images of exception checks allows you to make (cotvnt tten) timely and sound pay or return decisions. • ELEcraoNtc ALERrs — You'll stay aware of specific events related to your reconcilement process. Single DDA System — You save time and money by using a single depository account across the Wachovia 13-state franchise and maintain separate accounting centers for each of your locations using Deposit Reconcilement services. PAID ONLY Our most basic reconcilement service — provides check paid information to help you RECONCILEMENT quickly balance your account. • At the end of your statement period, paid checks and account debits are balanced to your DDA statement. • Within four business days of your statement period end, Wachovia delivers you an electronic check paid report or data transmission of checks paid. Reports are produced listing checks in serial -number order and showing miscellaneous debits/credits and adjustments. This information can also be transmitted in a format compatible with your company's accounting system, including a secure Internet file transfer option. FULL Our most comprehensive reconcilement service — identifies all paid and outstanding RECONCILEMENT checks you report issued — by check number, check amount, date issued and date paid. • You forward the bank an electronic file with the check numbers and corresponding dollar amounts of all checks issued during your most recent accounting cycle. • The bank compares your issued check information to check clearing and other transaction activity on your account. • Within seven business days of your statement period end, reports can be provided on- line or transmitted in.a format compatible with your company's accounting system, including a secure Internet file transfer option. They include: Paid check listing — checks in serial number sequence " Outstanding check listing — all outstanding checks (helpful with escheatment processing) Miscellaneous debits/credits and adjustments Transmissions of outstanding checks can be provided to assist with your escheatment process. POSITIVE PAY An added layer of fraud protection — allows you to review all checks that do not RECONCILEMENT match issue information you provide to the hank, and make the decision to pay or return each check, as appropriate. Each time your company issues checks, you forward Wachovia the corresponding information. As checks are presented for payment, we compare them to the information you provided and identify checks that do not match. Check verification can include check number, amount and payee name. • Daily, information on unmatched checks will be provided to you via Wachovia Connection®, Wachovia's information and access service, by to a.m. ET. You have until z p.m. ET to decision exceptions to be paid or returned. • An online image of each exception check is available for your use in researching discrepancies. This fraud protection extends to checks presented over-the-counter at branches. OTHER TREASURY CONTROLLED DISBURSEMENT — Eliminate idle balances and reduce cash forecasting MANAGEMENT requirements by receiving notification of the total dollar amount of checks presented for payment each day by ro a.m. ET. SOLUTIONS TO CHECK IMAGE (PAID CHECK IMAGE AND DEPOSIT ITEM IMAGE) — Access check images online .• CONSIDER using common Web browsers or via CD-ROM using Wachovia's proprietary Image Workstation software. WACHOVIA CONNECTION — Gain secure, online access to same -day or historical account balances and details, initiate transactions and manage your company's individual user authorizations. • ZERO BALANCE ACCOUNTS — Maintain separate checking accounts for deposit or disbursement functions while taking advantage of pooled funds at the corporate level. INTEGRATED PAYABLES — Initiate ACH, wire transfers (domestic or foreign), check payments and foreign drafts in a single file of payment instructions. Payment instructions may be sent in standard or custom formats and may include remittance information. An ideal solution for your BzB trade payments. TALK TO US If you would like to implement any of Wachovia's Account Reconcilement Processing services, or if you would like to receive more details about other treasury management solutions, contact your Treasury Sales Officer, call us at 800-377-9208 or e-mail us at treasurycontact@wacbovia.com. • ANYWHERE ACCESS TO BALANCE G AND TRANSACTION INITIATION Does your company have access to bank relationship data from any Internet -enabled PC, with the ability for multiple employees to conduct business transactions simultaneously? AN UNCOMMON Daily knowledge of your company's cash position is imperative to make the best use of available funds. With Wachovia Connection® Advantage, any authorized member of your SOLUTION organization can access bank information any time, anywhere via the Web — and there's no software required. Further functionality is gained with the addition of Autounk, which enables you to fully automate the download of reports and upload of payment files. Wachovia Connection Advantage provides: Access to comprehensive account information, at Wachovia or any other bank around the globe • The ability to initiate timely electronic transactions from both U.S, dollar and foreign currency accounts • Access to your Wachovia wholesale lockbox data — including images of checks and • documents In-house control of individual employee access to information and transaction initiation IIOW YOU CAN EASE or USE — Customize information for spreadsheets or treasury workstations by downloading only the data you need using an easy -to -use column selection tool, and BENEFIT consolidate domestic and international payment initiation within a single system. EASE OF INsrAEurtoN — Since Wachovia Connection Advantage is installed only on Wachovia's server, your company automatically has access to the most up-to-date version of the software available — without enduring time-consuming installation procedures and upgrade downtime. AuTomATtc Svsnm UPDATES — Because Wachovia Connection resides on our bank systems, you'll have real-time access to the most recent updates, eliminating the time- consuming installation process for system upgrades. IMAGE Access — Retrieve document images, including checks and over-the-counter deposit tickets, and resolve exception items via our image -enabled Positive Pay service. SECURITY — Encryption and message authentication standards allow you to access information and transactions in your office or from remote locations without compromising data integrity. Additionally, the system incorporates firewall protection and server -side certificates to safeguard you against unauthorized access. 0 HOW YOU CAN 24/7 Access To INFORMATION AND SrEvIcE SUPPORT — Pull -down menus, list boxes and a tool bar enable you to quickly locate information on specific transactions. Support tools BENEFIT include Online Help for each module, user guides, telephone -based Technical (CONTINUED) Consultants (7:3o a.m. ET — 9 p.m. ET) and up-to-date banners from Wachovia as needed to provide time -critical information. • WACHOvIA CONNECTION UNIVERSnY AND OTHER SUPPORT — Wachovia offers the Wachovia Connection Virtual University. Users can register for a variety of instructor - led courses that are conducted through Web meeting technology. Users also have the option of directly contacting one of our Technical Consultants anytime between 7 a.m. and 9 p.m. ET. THE WACHOVIA BEST IN CLASS — Wachovia Connection was ranked as best online cash management service in North America two years in a row by Global Finance (2003 & zoo¢) and ADVANTAGE received top ratings as the premier information reporting service in Ernst & Young's 2003 and 2oo2 cash management surveys. • WIRELESS Access — Retrieve bank information or initiate transactions anywhere, any time online, via Web -enabled phone or wireless*. PROAcrIVE NOTIFICATION — Wireless or e-mail notifications can be sent automatically to notify you of key transaction activity. CONTROL— No need to call Wachovia to establish and maintain funds transfer templates and control user access to selected data and processes — you can conduct • these administrative tasks in-house. CONVENIENCE — With AutoLink, schedule the download of any report available without logging into the Web site. * Selected transactions only. HOW IT WORKS Once you sign on to Wachovia Connection Advantage online, you'll have access to the AT A GLANCE main menu, where you'll simply click on one of the following modules: • SYsTam ADMINISTRATION — Set up new users, assign access privileges and review system activity or employee -specific usage. AccouNr SERVICES — View images of paid checks, over-the-counter deposits and lockbox deposits and, when necessary, issue stop payments. INFORMATION REPORTING — View or download previous- or current day information on your Wachovia accounts or accounts at other financial institutions. PAYMENT SERvtcEs — Initiate ACH transactions, tax payments, book transfers, domestic and international wires, and foreign drafts. AccouNT RECONCILEMENT — Inquire on the status of a check, issue or cancel a check and/or provide a decision on any Positive Pay exception items. • TALK TO US If you would like to review an interactive demonstration of Wachovia Connection Advantage, or if you want more details about this information reporting solution, contact your Treasury Sales Officer, call us at 800-377-9208 or e-mail us at treasurycontact a@wachovia.com. DAILY CASH FORECASTING Would you like to eliminate the time and uncertainty associated with forecasting your daily cash requirement? Do your incorrect forecasts result in overdraft charges being assessed? Do you often find that you were underinvested because your forecast was inaccurate? AN UNCOMMON Wachovia's Controlled Disbursement service eliminates the need for you to forecast your SOLUTION daily cash requirements — we do it for you. These accounts provide early and accurate funding information on the checks and ACH transactions (if received by 7 a.m. ET) that will post to your account that evening. With this information you can invest earlier (better rates) and with certainty eliminate idle balances and optimize your cash position. HOW You CAN IMPROVED EARNINGS POTENTIAL— Controlled Disbursement eliminates idle balances maintained in anticipation of check clearings so you can maximize investments or BENEFIT minimize borrowings. REDUCED OvERDxAFr FEES — Total daily clearings are known by to a.m. ET each day. • CompLErE NonptennON — The final clearing total includes all items that will post to the account that day including checks and any ACH items received by 7 a.m. ET (approximately 95 to 98 percent of total ACH items are received by 7). CONVENIENCE — Daily notification is available via Wachovia's in-house information reporting and transaction initiation service, Wachovia Connections, for maximum convenience. THE WACHOVIA Wachovia's Controlled Disbursement service provides maximum control over ADVANTAGE disbursement activity. Controlled Disbursement accounts reduce check -clearing uncertainties, enabling you to maximize investments or minimize borrowings. As a Wachovia Controlled Disbursement customer, you will receive a io a.m. daily notification of checks and most ACH transactions presented on your account, which are then typically funded through wire transfer or other approved sources. RELIAaILrry — Wachovia was the first bank to offer Controlled Disbursement, remains one of the largest providers and received A+ quality ratings in Phoenix-Hecht's zoos Cash Management Survey. FLExiEIuTy — We offer you the choice of disbursing from any of to different sites. TIMELINESS — You can receive your total funding requirement (checks and ACH) for the day by ro a.m. ET. Or we can provide you with, on average, 70 percent of your funding requirement and you can extrapolate the remaining amount. 11 • THE WACHOVIA Accup+cy —Determine your cash needs and make investment or borrowing needs no later than to a.m ET with your clearing totals. And, our Posting = Notification process ADVANTAGE reduces the chance of overdrawing your Controlled Disbursement account due to (CONTINUED) unforeseen circumstances, such as encoding errors. HOW • A new disbursement account is established for your company. CONTROLLED The Federal Reserve electronically notifies Wachovia of the checks it's presenting for payment that day (Payor Bank Service). In addition, we receive approximately 95 DISBURSEMENT percent of incoming ACH transactions by y a.m. ET. WORKS Data from checks presented by non -Fed sources, ie., clearing house and same -day settlement received prior to 8 a.m. ET, is merged with Fed transmission data. Cash letters received after that time are held over and not reported until first presentment the following business day. The sending bank does not receive immediate credit for these items. Checks deposited or cashed at a Wachovia branch are posted to your account on a day, delayed basis to include in your next -day funding notification. A float adjustment is processed through your account. By to a.m. ET each day, you can access your daily funding requirement Without Controlled Disbursement, this information would not be available to your company until after posting the following day. First presentment data with yo percent of that day's total clearings is available by 8:3o a.m. ET. Clearings may be funded by a variety of methods: ZBA, wire, wire drawdown, depository (cross -state capable, if funding account is in another state). Wachovia offers a Payable If Desired service through a west coast banking partner, thereby providing employee payroll check -cashing privileges at over zoo branches in seven west coast states including California. OTHER TREASURY WACxovIA CONNECTION —Gain online access to same -day or historical balance and transaction detail, images, payment initiation, account services and account MANAGEMENT reconcilement — all within a customer -managed, secure environment SOLUTIONS TO • ACCOUNT REcoNcu_EMENT— Increase internal efficiency by choosing from a full range of CONSIDER paid and outstanding check reconcilement options. • CHECK ImACE — Access your check images via Wachovia Connection or via CD-ROM using Wachovia s proprietary software. TALK TO US If you would like to implement Wachovia's Controlled Disbursement service, or if you would like to receive more details about other treasury solutions, contact your Treasury Sales Officer, call us at 800-377y208 or e-mail us at treasurycontact@wachovia.com. Exhibit C REQUEST FOR PROPOSAL BANK DEPOSITORY SERVICES CITY OF DENTON, TEXAS MARCH 7,2006 I OPENING DATE: APRIL 4, 2006 Page 1 of 23 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.m., on April 4, 2006, then publicly opened to purchase the following listed items as per bid instructions and specifications. RFP #3482 - REQUEST FOR PROPOSALS 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 901-13 Texas Street, Denton, Texas 76209 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, in 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. SHAW, C.P.M. PURCHASING AGENT This advertisement to run on March 7 and March 14, 2006. Page 2of 23 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- defined limit. The City plans to manage its own investment portfolio. The contract period will be two (2) years beginning June 1, 2006 and ending May 31, 2008, with a provision for a one (1) year continuation up to three (3) additional years under the same terms and conditions of the contract, subject to the mutual agreement of both parties. The contract will also provide for an extension period not to exceed one hundred twenty (120) days for the transition to the new Bank depository. At the outset, the City wishes to communicate the primary objectives of the depository agreement, an important component of the overall treasury and debt management program of the City of Denton: • To seek a Bank that is both capable of providing comprehensive banking services, and willing to be attentive to the City's money matters. • To maximize the total dollars earned by the City on investment 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 market place. • 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 notes in such bidder's proposal form. Bidders will be required, if awarded the depository agreement bid, to execute the documents attached as Exhibits A, 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 76209; FAX 940-349-7302. Page 3of 23 II. CALENDAR OF EVENTS Target Date Description of Events March 6, 2006 Bid sent to all banks located in Denton and those outside the city limits that requested a copy March 6, 2006 Advertise Bank depository notice in local newspaper April 4, 2006 Receive proposals from interested banks April 11-13, 2006 Bank Presentations and Product Demonstrations April 17-21, 2006 Review recommendation with the Investment Committee May 2, 2006 City Council to review Depository Services Proposals May 9, 2006 City Council to award contract June 1, 2006 New Bank depository contract period begins III. CRITERIA FOR EVALUATION A. 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 • Lowest aggregate cost of banking services • Agreement to points outlined in this Bid and Contract WEIGHTED PERCENTAGE 35% 25% 15% • Financial condition & ability to meet collateral requirements • Safekeeping/collateral agreements accepted 15% 10% Page 4of 23 B. In order to be considered, the depository must be a federal or Texas -chartered bank. Each proposal must provide the following information: I. The amount of paid -up capital stock and permanent surplus for the depository. 2. Audited financial statements for the most recent reporting year. 3. A list of the depository officers. 4. A list of the depository directors. 5. Ratings on outstanding debt. 6. Proposed wire transfer agreement/contract. 7. Sample account analysis and monthly bank statement (must show city requirements IX.B & E). 8. Availability of funds schedule. 9. Proposed collateral agreement. 10. Proposed custody/security safekeeping agreement. 11. Any additional contracts or agreements requiring City approval (ACH, Credit Card Processing, Lockbox etc.) 12. RFP documents including fee schedule. 13. Daylight overdraft policy. 14. Reference list of agencies currently using your institution's lock -box services. 15. Reference list of agencies currently using your depository services 16. Sample daily lock -box transmission reports. 17. Sample monthly lock -box activity reports. 18. Sample monthly and daily credit card activity reports C. All RFPs must include a completed fee schedule in the form provided. Only the charges listed in Section IV: B. Services and Fees will be acceptable in the monthly account analysis. Once selected as the City's Depository, no additional or increased fees for services in the fee schedule may be charged to the City during the initial two (2) year contract period. An account analysis must be forwarded to the City each month for review. Upon review and any necessary corrections, the City will authorize a debit to its Control Concentration Account. Under most circumstances, the review should be completed in five (5) business days. No interest or other late charge payment shall ever be due. D. Services may be modified by mutual agreement. It is expected the range of services described in this RFP will be used for the length of the contract; however, the City may discontinue any service after sixty (60) days written notification to the depository. Services may also be added, with costs of new services to be negotiated at that time. Page 5of 23 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? 2. What percent of current loans are classified as non -performing? 3. Does the Bank have any significant problems noted by regulatory agencies in the past twenty-four (24) months? If "yes", please explain. 4. Indicate the Bank's capital to assets ratio for the last five (5) years. 5. What was the Bank's 2005 return on assets (ROA)? 6. Attach copies of the Bank's most recent FDIC (UPBR) call reports 7. Is the Bank a branch bank or will it soon become a branch bank? If so, please indicate which services will be provided from the Bank's present location and which will be provided from the main Bank. Also, please indicate service location throughout the proposal where applicable. 8. Please list all service locations in Denton. V. ACCOUNT DESCRIPTIONS A. General The City intends to establish the following Bank accounts: Account Name Disbursement Account Depository Account Pay Flex Account Tax Lockbox Account Utility Lockbox Account Concentration Account Type Zero -Balance Account Zero -Balance Account Zero -Balance Account Zero -Balance Account Zero -Balance Account Super Now Account 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. Page 6of 23 B. Services and Fees Estimated Monthly Depository Services Volume Account Services FDIC Fee 5,262,614 Account Maintenance 6 ZBA Maintenance Master Account 1 ZBA Maintenance Sub Account 5 Additional DDA Statement 4 Banking Center Services Branch Credits Posted 314 Branch Deposit Immediate Verify 13,142 Branch Deposit Post Verify 1,345 Night Drop Armored Car Deposit 371,882 Branch Order Currency Strap 18 Branch Order Coin Roll 70 Branch Deposit in Non Std Bag 4 Commercial Check Cashing 38 Vault Services Vault Deposit 395 Vault Deposit Dollars 673 Vault Deposit Roller Coin 29 Vault Dep Non Std Strap Notes 20,829 Vault Deposit Std Strap Notes 142 Vault Order Currency Std Strap 13 Vault Standard Orders 6 Vault Order Coin Rolls 164 Vault Order Non Standard Strap 248 Vault Activity Report Faxed 1 Vault Deposit Adjustment 1 Depository Services Credits Posted 1,069 Dep Checks On Us 3,557 Dep Checks Clearinghouse 2,672 Dep Checks Local City 1,370 Dep Checks Local City Selects 126 Dep Checks Local RCPC 12,385 Dep Checks Local RCPC Selects 5,650 Dep Checks Local Selects Other 39 Dep Checks In District City 692 Fee Charges/ Total Monthly Per Unit Charges Page 7of23 Depository Services Depository Services (Continued) Dep Checks in District RCPC Dep Checks IN District Country Dep Checks National Frb City Dep Checks National Frb Other Dep Checks High Dollar Group Dep Checks Encoding Dep Checks MICR Reject Repair Dep Checks Deposit Corrections Dep Return Items Returned Dep Return Redeposit Reclear Disbursement Services Estimated Monthly Fee Charges/ Volume Per Unit 413 88 952 3,742 30 31,712 0 3 109 159 Checks/Debits Posted 171 Cont Disb Funding Transfer 45 Checks Photocopy Retrieval 31 Cont Disb Maintenance 1 Cont Disb Checks Paid 2,832 Commercial Check Cashing 90 Stop Payment 0 Online Ck Svcs Image Maint 1 Online Ck Svcs Image Retrieve 9 Online Ck Svcs Image Retrieve _ Reconciliation Services Full Recon With POS Pay Maint Full Recon With POS Pay Items Check Exception Return Image Capture Per Item Transaction Image Capture CD ROM Media Fee CD ROM Maintenance CD ROM Check Safekeeping Incoming Trans with Recon ARP Reject Key Entry ARP Manual Key Entry ARP Outgoing Transmission ARP Exception Items 1 2,813 1 203 2,611 1 1 2,813 30 1 1 2 Total Monthly Charges Page 8of 23 Estimated Monthly Depository Services Volume Funds Transfer Services On-line Outgoing Wire 19 Electronic Fed Debit S/T 12 Electronic Book Debit S/T 2 One Net Book Transfer 3 Incoming Wire 3 Fed Credit S/T 1 Automated Clearing House One Net ACH Maintenance 2 Net ACH Debit Originated 1,385 Net ACH Credit Originated 1,939 ACH Debit Received 82 ACH Addenda Records 7 ACH Return 9 ACH Return Notification 9 Information Services TOC Previous Day BAI Maint 1 TOC Intraday BAI Maintenance 1 TOC Previous Day BAI Acct 5 TOC Previous Day BAI Item 4,549 TOC Intraday BAI Account 4 TOC Intraday BAI Item 3,245 Securities/Safekeeping Services Coupon (Interest) Payments 10 Maturities 2 Online Deposit/Withdrawal 8 Manual Deposit/Withdrawal 1 21 Fee Charges/ Total Monthly Per Unit Charges List any other applicable Bank charges: Only the Bank charges listed above and in this section will be acceptable in the monthly lockboz account analysis. Once selected as the City's Depository, no additional or increased fees for these services in the fee schedule may be charged to the City during the initial two (2) year contract period. Page 9of 23 NOTE: 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 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 employees. The Bank would be required to produce bi-weekly payroll transfers furnished by the City in ACH format for the 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 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? Does the Bank have money market funds consisting of treasuries, agencies, prime commercial paper, prime domestic bankers acceptances and collateralized or insured certificates of deposit, that the City could utilize daily as an investment alternative? If so, please explain the fund's parameters and interest earnings history or attach a separate prospectus. E. Optional Bid: Automated Teller Machines (ATM) Note: The City of Denton reserves the right to remove this section from consideration and to award separately. The Bank will install and maintain ATM units at the following locations: • Denton Municipal Complex, 601 E. Hickory • Water Works Park, 2400 Long Road The City agrees to furnish a lighted, inside location and sufficient electrical power for each machine installation. Page I Oof 23 F. Lockbox Note: The City of Denton reserves the right to remove this section from consideration and award separately. The City desires lock -box services for the purpose of collecting and processing the City's utility and property tax revenues. The City separates utility bill collections and tax collections into (2) divisions because of their unique needs and record keeping constraints. The Utility Lockbox Service is a year- round operation, while the Tax Lockbox Service is seasonal (October 1 st-March 31") Services and Fees: 1. Lockbox Services Account Maintenance Image Capture Account Maintenance Payments Multiples Correspondence Check Image Item Cash Processing Stop Payment File Rejects Unprocessable Items Daily File Transmission (2 per day) (1 for Tax, 1 for Utilities) Daily Image Transmission (1 per day) (Tax Only) Online Image (Utility Account Only) Estimated Monthly Volume 2 2 17,782 4,502 109 22,284 3 3 105 Fee Charges/ Total Monthly Per Unit Charges 2. List any other applicable Bank charges. Only the lckbox charges listed above and in this section will be acceptable in the monthly lckbox account analysis. Once selected as the City's Depository, no additional or increased fees for these services in the fee schedule may be charged to the City during the initial two (2) year contract period. Page IIof23 3. Bank capability to meet the following requirements must be detailed in the proposal. Please note, all the following requirements must be met for full consideration. • The provider must obtain two (2) post office boxes: one for utility payments and one for tax payments. • All payments must be processed within 24 hours. • The provider must be capable of retrieving mail from post office, opening all correspondence, balancing contents, direct deposits to the City's bank account, and transmitted updates/posting to the City of Denton customer accounts. • The provider must be able to process the following payments: - 1 check, 1 coupon - 1 check, multiple coupons - 1 check, 1 spreadsheet with listing of accounts - multiple checks, 1 coupon - check only - electronic bill payments - credit card payments • The provider must be capable of accepting monthly billing transmission files from the City to validate each customer account number, occupancy code, owner name, billing address, and billing amount and prepare a transmission file with validated accounts. Unverified accounts must be forwarded to the City daily for further research. • Provider must have the capabilities of converting checks to ACH payments for priority processing. • Provider must be capable of accepting monthly stop payment files which will include a listing of accounts that the City will not accept payments on. • The provider must have the capability to sort out coupons identified for special processing (Plus One Program, Over-65 Exemption, etc). • The provider must provide the City all miscellaneous correspondence received through lock - box (i.e, address changes, payment extension requests, etc), bill stubs/coupons, and non- processable payments within 24 hours. • The provider must submit separate daily and monthly reports, indicating the number of pieces received and the total revenue deposited for both the utilities and tax accounts. • The provider must have the capability to transmit data and images electronically through a billboard or web application, on a daily basis, by 1:00 p.m., in order to expedite cash flow and update customer accounts.. • The provider must designate a dedicated on -site contact person for research and issue resolution. • The provider must provide same day on-line viewing of all check images. • The provider must have the capabilities to return payment envelopes. • Provider must be capable of providing daily e-mail reports and on-line detailed viewing of deposit adjustments and returned checks. Page 12of 23 G. Payment for Services The City intends to pay for all account services provided by the Bank as set forth in Section V. B. 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 account. Please submit a sample of the monthly account analysis statement that will be provided and paid monthly. Please submit a sample of the safekeeping account analysis. H. Collected Funds Definition The City desires to receive same day credit for all funds deposited by 3:00 p.m. 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 availability schedule. Use a separate attachment if necessary. I. Super NOW Rates 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, 2004. 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 to pay the City a different rate on its Super NOW accounts, indicate that proposal. J. Other Services Bank capability to meet the following requirements must be detailed in the proposal. Please note, all the following requirements must be met for full consideration. Point -of -Sale Deposit Services: The City desires services that will offer the latest in check technology that will convert paper checks to electronic transactions at the point -of -sale to improve cash flow, minimize reconciliation efforts, reduce bank fees, and reduce returned checks. Bank capability to meet the following requirements must be detailed in the proposal. - Must have late deposit cut-off times (8:00 p.m.) and allow for same day credit to the City's Control Concentration Account. - Allows for checks deposits to be processed as image replacement documents, ACH, or both. - Deposit batches must appear as a single credit to the bank statement for reconciliation purposes. - Must be able to scan standard -size checks and payment coupons. - Must have the flexibility to include discretionary data fields for the input of customized information. - Must have reporting capabilities for standardized deposit reports. Page 13of23 Images of payments and coupons must be accessible for on-line viewing up to 180 days. Allows for same day modification to add new user, change authorization levels, and deletion of users. Provide an explanation of services, identify reduction/increase in fees for this service to those identified in Section B. Services and Fees for traditional deposit services, cost of hardware, and cost of implementation and training. 2. Positive Pay. - Must have capabilities to receive daily disbursement file from the City and verify the check number, check amount, and payee name. - Must provide daily e-mail or on-line notification services of daily exceptions 3. Accounts Payable/ACH processing, The City desires services that will allow the payment of city liabilities through ACH processing. Please identify the process, costs, and on-line reporting/viewing services associated with this process. Demonstration of ACH on-line services will be required during the Bank Presentations as outlined in section II. - Must have on-line reporting and viewing capabilities - Must be able to submit electronic data for both debits and credits - Must be able to reverse debits and credits 4. Depository Services Requirements. Bank capability to meet the following requirements must be detailed in the proposal. Please note, all the following requirements must be met for full consideration. - Bank Statements must be available on the 51h working day - Wire Transfers detailed information must be noted on the bank statement and accessible through on-line reporting services. - ACH detailed information must be noted on the bank statement and accessible through on-line reporting services. - Credit Card Merchant ID's must be noted for deposits, adjustments, and chargebacks on the bank statement and accessible through on-line reporting services. - Deposit Slips must be serialized and must provide location identification numbers. - Deposits must include the serialized numbers and location identifications on the bank statements and on-line reporting services. - All deposit adjustments, returned checks, etc. noted on the bank statement and on-line reporting services must include original deposit information (serialized deposit slip number and location identification). - Must receive daily notification of all ACH rejects, returned checks, deposit adjustments, etc by fax, e-mail, and on-line notification services. - Must receive reconciliation files electronically 5. 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. Page 14of 23 VI. SAFEKEEPING/COLLATERAL REQUIREMENTS A. Securities Pledged As security for the deposits of the City of Denton, the Bank shall pledge to the City securities equal to the largest total ledger balances the City of Denton maintains in the Bank. Certificates of deposit and other evidences of deposit shall be collateralized at 102% of market withiby U.S. Treasury Bills, Notes, and Bonds or any other securities approved by the Chief Financial Officer with a remaining maturity of five years or less. 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. Additionally, U.S. Treasury securities shall be the primary securities accepted as collateral. B. Collateral Substitutions 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 City Manager, the Assistant City Manger, or Chief Financial Officer, or his designated representative. In the case of 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 & Poors Corporation. C. Custodian of Collateral Securities pledged as collateral must be retained by a third party custodian, that is, a subscriber to the Fed Security Wire, and held in joint safekeeping for the Depository and the City. The custodian must be approved by the City and be: • a state or national bank domiciled in Texas, • a federal home loan bank, or • a Federal Reserve Bank or branch of a Federal Reserve Bank. The City shall be provided the original safekeeping receipt on each pledged security which will be filed with the Chief Financial Officer of the City of Denton. Written release by the City is required for all releases or substitutions of pledged accounts. D. Reporting Requirements 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, Chief Financial Officer, 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 51h of each month. Page 15of23 Total pledged securities itemized by: • Name • Type/Description/Cusip Number • Par Value • Current Market Value • Maturity Date • Moody's or Standard & Poors Rating (both, if available) E. Eligible Securities The following investment securities are approved for collateral 1. United States Treasury notes, bills or bonds or obligations fully and unconditionally guaranteed as to principal and interest by the full faith and credit of the United States; 2. Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation or Federal National Mortgage Association; and 3. FDIC coverage. The City will not allow Government National Mortgage Association securities or any other asset backed/pooled type securities as collateral. These items constitute the only acceptable means of collateralizing the City's deposits. The securities must be held in safekeeping by a 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. F. Safekeeping Requirements 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 Chief Financial Officer 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 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. Page 16of 23 G. Maximum Amount Offered 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. $ H. 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. I. Safekeeping/Wire Services Bank capability to meet the following requirements must be detailed in the proposal. Please note, all the following requirements must be met for full consideration. - The Depository may act as transfer agent for some or all security transactions undertaken by the City. All transfers made shall be executed delivery versus payment, (i.e. payment shall not be made until the security is received). - The Depository must have the capability of executing on behalf of the City: physical; DTC; and Federal book entry security purchases and sales through the Federal Reserve Bank or a New York correspondent bank. - The City requires that security purchase and sale instructions be transmitted to the Depository through a web -based application (on-line). - The City also requires the ability to review the status of security transactions on-line. - Controls for securities clearance will be established by mutual agreement. - Please enclose a proposed security clearance/custody agreement with your RFP. - Safekeeping confirmation of all City security transactions will be issued and mailed to the City within two business days of settlement and must be available on a web -based application for exporting/downloading. - Written communication of all security call and put option notices will also be e-mailed or faxed to the City as soon as the Depository receives the notice. - A monthly report listing all City securities held in safekeeping will be mailed to the City within seven working days of the end of each month. The report must be available on a web -based application for exporting/downloading. J. Interest Rates Paid — Certificates of Deposit The City may choose to invest in the certificates of deposit in the depository Bank or any other eligible financial institution. The depository Bank agrees to accept time 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. Page 17of 23 K. 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 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. VII. 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. Terms Should an overdraft occur in the aggregate, the following stipulation shall apply: 1. The maximum number of days the overdraft will be allowed is 2. The maximum amount of the net overdraft to be allowed will be 3. The interest rate charged for overdrafts will be per annum computed on the actual day basis. VIII. INFORMATION SERVICES A. Account Reconciliation The City will process its own reconciliation for its accounts but requires data as follows: Monthly statements on all accounts showing overall activity shall be mailed within five (5) working days after the close of the calendar month. Statements shall include deposits made on the last day of the period. The accompanying checks shall be arranged in ascending numerical order for the Control Concentration Account which will include operating checks and payroll checks. All other account statements should include debit/credit advices which the City will be responsible for placing in numerical order. The City requires a report reflecting all items paid in serial number sequence, which is balanced to the Bank statement (partial account reconciliation). (Please provide a sample monthly statement with your RFP). 2. The Depository shall also provide the City with a computer file of the transactions for each account. The file is to be transmitted by modem, tape/disk, or e-mail. Requirements for the file will be provided at a later date. A computer printout of all activities should accompany the computer file. Each debit or credit item, other than checks, deposits, or wire transfers, shall be supported by a written explanation identifying such item. Page IW23 B. Check Safekeeping Service All paid checks shall be returned to the City monthly along with the monthly statement. In addition to the return of the checks, all checks shall be captured monthly on a compact disk (2 copies) and sent to the City. This process should allow the City to search for cleared checks and print the image of a cleared check. The checks returned in the monthly statement do not require sorting, as long as the compact disk images are available. Please include any software cost associated with this service in the fee schedule section. The City may require a demonstration by the Depository of this service. IX. OTHER STIPULATIONS A. Regulation Notices 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. B. Wire Transfers The City shall submit all outgoing wire transfers to the Depository according to its published cutoff times established for current customers. The Depository shall maintain wire transfer facilities to the Federal Reserve Bank for investment purchases or sales and other transactions with financial institutions. Written confirmation of such transactions will be provided to the City and a duplicate copy of the debit or credit shall be furnished to the City within twenty-four (24) hours. Notification to the City of incoming wire transfers or problems with outgoing wire transfers shall be made within one (1) hour of the transaction. The City requires that all outgoing wire transfers be released within one hour. In addition, all wire transfers (both incoming and outgoing) must be properly noted on the bank statement. (Le., Wire Transfer- State Comptroller). The Chief Financial Officer or the Treasury & Tax Manager will authorize all wire transfers on behalf of the City. In the event of computer problems or other unexpected difficulties, the Depository shall use whatever means necessary to ensure that the City's outgoing wire transfers are completed on the date specified through City initiated instructions. C. Debit and Credit Adjustments The City requires that a copy of all debit and credit adjustments be faxed or emailed to the Controller with supporting documentation, as the entries are made throughout each month. The documentation must include reference to the original deposit slip number and location identifier. The City's monthly statement should also include a copy of all debit and credit adjustments. Adjustments should include descriptions, dates, and amounts in order for the City to properly adjust its books. The City shall not be responsible for the cost of credit and debit adjustments necessitated by Bank. Page 19of 23 D. Account Balances The Bank shall have a means of contacting the City prior to 9:00 a.m. each business day to give the ending ledger balances for all accounts from the previous working day. E. Bank Statements Bank statements or statement activity shall be rendered by the fifth 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. In addition, the City requires that all transactions (customer deposits, credit card deposits, charge backs) must be noted with a location name or unique identifiable number on the bank statements. F. Right to Audit Records The Banks' 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. G. Financial Reports 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. H. Investment Extension Period 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 ninety (90) days. I. Bank 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 -bid for City's depository services. .J. Research Requests The City requests that all research requests be turned around within three (3) business days of the request. Page 20of 23 K. Returned Items All checks deposited by the City that do not clear the first time, should be submitted a second time before returning them to the City. Returned checks that do not clear on the second attempt shall be returned to the City within two (2) business days. The City shall receive same day telephone or e-mail notification of all return items in excess of $5,000. L. Transition Schedule Please provide a schedule documenting the transition of transferring the City's banking services from the current Depository to your institution. X. PROPOSAL INSTRUCTIONS A. Date, 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.m., April 4, 2006 to the attention of: Tom Shaw Purchasing Agent 901-B Texas St. Denton, Texas 76209 NO PROPOSAL WILL BE RECEIVED AFTER 2:00 P.M. A. Response to the Bid 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. B. Additional Information 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, any and all which may be used in forming a recommendation. C. Right to Reject Bids The City reserves the right to reject any and all proposals. Page 21 of 23 XI. 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. B. City Council Action The final appointment of a depository Bank will be made by City Council of the City of Denton. C. Bid Advertisement This Bid will be duly advertised and is being offered 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. XIL SUBMISSION CHECK A. "Bid" with fill -in -the -blank format. Please note, all of the requirements/information requested in this proposal must be met for full consideration. B. Sample bank statement (must show city requirements IX B & E). C. Availability of funds 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 Depository Bank for the City's investment securities. H. Sample controlled disbursement agreement. I. Sample wire agreement. J. Sample stop payment agreement. Page 22of 23 K. Sample account analysis statement. L. Annual financial statement of the Bank along with the last two quarterly FDIC call reports M. Reference list of agencies currently using your institutions lock -box services. N. Reference list of agencies currently using your bank depository services O. Reference list of agencies currently using your credit card services P. Sample daily lock -box transmission reports. Q. Sample monthly lock -box activity reports. R. Transition schedule. S. A demonstration of all on-line and desktop depository services as outlined in this bid will be required during the bank presentations noted in section II. Calendar of Events. T. Complete Exhibit B, Bank Bid Questionnaire. Page 23of 23 C:\DOCUME-1\Ilreedy\LOCALS-1\Temp\3482 Exhibit A.2006 Depository Contract.doc DEPOSITORY SERVICES CONTRACT STATE OF TEXAS § COUNTY OF DENTON § ARTICLE 1. SELECTION AND TERM , hereinafter referred to as "Depository" at Denton, 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. Gov't Code Ch. 105, Tex. Loc. Gov't Code §131.903, Tex. Tax Code §6.09, and all other applicable laws, 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 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 June 1, 2006 and ending May 31, 2008. Provided, however, that this Contract may be extended for up to three additional one-year terms at the request of the Depository and upon the approval of and sole discretion of the City through its City Council. Depository also agrees that the City shall have up to 90 days from the date the City Council designates it as the City's depository to transfer all municipal funds covered by this Contract from its current depository to Depository. Under no circumstances shall the term of this Contract extend beyond May 31, 2011 or the maximum term allowed by law. It may be sooner .terminated by Depository's failure to adhere to all requirements of this Contract. ARTICLE 2. OBLIGATIONS OF DEPOSITORY A. The Depository shall pledge to the City and deposit in safekeeping and trust with another bank acceptable to the City approved security as defined or referred to in Tex. Loc. Gov't Code §105.031, et. seq. and the Collateral for Public Funds Act, Chapter Act, Chapter 2257 of the Texas Government Code, in an amount of market value sufficiently adequate to protect all funds of City on deposit with Depository during the term of this Contract, but not less than that required by Tex. Loc. Gov't Code Ch. 105, Tex. Gov't Code §2257.022, the City's Investment Policy, and all other applicable laws. 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 interest, are to be fully collateralized in accordance with the above terms. Depository will be responsible for determining 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 applicable laws. Pledged securities will be listed as an addendum to the Depository Contract in Exhibit "A". Pledged securities will be held by the Federal Home Loan Bank in joint custody with the City and the Depository. Provided further that: 1. The approved securities shall be of the kind defined or referred to in Tex. Loc. Gov't Code §105.031 and Chapter 2257 of the Texas Government Code 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. C:\DOCUME-1\tlreedy\LOCALS—I\Temp\3482 Exhibit A.2006 Depository Contract.doc 2. The conditions of the pledge of approved securities required by this Contract are that 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 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 any time deposit or certificate of deposit of City in Depository upon maturity or after the period of notice 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 funds the City then has on deposit with Depository. 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 obligations 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 foregoing Depository shall have the right, with the consent 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 application attached hereto. To the extent of conflict, if any there be, between this Contract and the application, Exhibit "B", and any of the attached exhibits, the terms of this Contract shall control. Nothing in the terms and conditions of the application (Exhibit `B"), including without limitation, any indemnity or venue clauses, shall control or reduce the obligations of Depository under this Contract, it being the intent of the parties that the terms of this Contract shall control and be binding over any conflicting provision in the exhibits. All conflicts in the exhibits shall be resolved in accordance with Article 2 A.10 of this Contract. 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. City shall promptly furnish 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 agrees to pledge an amount that is equal to funds anticipated to be on deposit from day to day. Page 2 of 7 C:\D000ME-1\tlmedy\LOCALS-1\Temp\3482 Exhibit A.2006 Depository Contract.doc 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. 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 depository, 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 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, Chapter 2256, §2256.001-2256.104 of the Texas Government Code (V.A.T.C.S.); the City Charter and 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 -mentioned laws, that the City shall remain at maximum flexibility to invest its funds prudently 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 professional banking services as an independent contractor for the charges as set forth in the Depository's application dated , which application 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 application attached hereto as Exhibit `B'; and the City's Request for Applications for the Performance of Depository Services, which is attached hereto as Exhibit "C" and made a part of this Contract 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 as follows: First, this Depository Contract controls over all exhibits; second, Exhibit "A" controls over Exhibits `B" and "C"; third, Exhibit "C" controls over Exhibits "B". 11. Depository shall (a) keep the municipal funds covered by this Contract, (b) perform the duties and obligations imposed on the Depository by law and under this Contract, (c) pay on presentation all checks drawn and personally payable on a demand deposit account with the Depository, (d) pay all transfers properly payable as directed by the designated employee or officer chosen by the city, (e) provide and maintain security at the level required by Tex. Gov't Code Ch. 2257, and (f) account for municipal funds as required by law. B. Depository warrants that each computer, hardware, software, and firmware product or equipment utilized by Depository to deliver financial and depository services under this Contract shall be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, including leap year calculations, when used in accordance with the product Page 3 of 7 CADOCUME-1\t1medy\LOCALS-1\Temp\3482 Exhibit A.2006 Depository Contmct.doc documentation provided by Depository, provided that all other interfaces (e.g., hardware, software, firmware) used in combination with such product properly exchange data with it. If this Contract requires that the Depository's equipment or products must perform as a system in accordance with the foregoing warranty, then that warranty shall apply to Depository's products and equipment as a system. The duration of this warranty and the remedies available to the City for breach of this warranty shall be as defined in, and subject to, the terms and limitations of Depository's standard commercial warranty or warranties contained in the contract(s), provided that, notwithstanding any provision to the contrary in such commercial warranty or warranties, the remedies available to City under this warranty shall include repair or replacement of any Depository -utilized product or equipment whose non-compliance is discovered and made known to Depository in writing and Depository, in accordance with Article 6 hereof, shall indemnify City against losses caused by any breach of this warranty. Nothing in this warranty shall be construed to limit any rights or remedies the City may otherwise have under this Contract with respect to defects other than Year 2000 performance. ARTICLE 3. ADDITIONAL SECURITY 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 2 herein. ARTICLE 4. ADDITIONAL DEPOSITORIES 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 with 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 contract if the City determines that additional financial services are necessary in the administration, collection, investment, and/or transfer of municipal funds. ARTICLE 5. LEVEL OF COMPETENCY Depository and its officers and employees performing services hereunder agree that in the performance of these depository services, they shall be responsible to the level of competency and shall 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. ARTICLE 6. INDEMNIFICATION Depository shall indemnify and hold harmless the City, its officers, agents, and employees from loss, damage, liability, or expenses on account of any claims, damages, or injuries, whatsoever to all persons including employees of Depository and City, including without limitation breach of the Year 2000 Warranty set forth in Article 2.B., which may arise from any negligence, error, or omission in the performance of this Contract on the part of Depository or any breach of its obligations or duties under this Contract, and Depository 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 or losses whatsoever which may be incurred or rendered against them or the City. Page 4 of 7 C:\DOCUME—l\tlreedy\LOCALS-1\Temp\3482 Exhibit A.2006 Depository Contract.doc ARTICLE 7. EXHIBITS 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 8. VENUE 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 suit or dispute regarding this Contract shall be decided and settled in a court of competent jurisdiction sitting in Denton County, Texas. ARTICLE 9. COUNTERPARTS This Contract may be executed in any number of counterparts, and each such counterpart shall be deemed for all purposes to have the same effect as if all parties to this Contract had signed one and the same signature page of this Contract. ARTICLE 10. TERMINATION A. The City and Depository shall, as a matter of right without necessity of default on the part of City or Depository, terminate this Contract at any time by giving the City or Depository 90 days prior notice in writing. 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 30 days from receipt of the notice to correct the default. If Depository fails to remedy default within this time, City, at its sole option, may cancel this 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 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 obligations of this Contract including, but not limited to, instituting suit for damages or, in the alternative, specific performance of this Contract. B. In the event of termination, Depository shall fully cooperate with the City to transfer all municipal funds to the new depository designated by the City. ARTICLE 11. NOTICES All notices required under this Contract must be given by certified mail or registered mail, addressed to the proper party, at the following addresses: CITY: DEPOSITORY: Howard Martin, City Manager City of Denton 215 E. McKinney Denton, Texas 76201 Page 5 of 7 C:\DOCUME—I\tlreedy\LOCALS-1\Temp\3482 Exhibit A.2006 Depository Contract.doc Either party may change the address to which notice is sent by giving the other party notice of the new address in the manner provided in this section. ARTICLE 12. ASSIGNMENT Depository shall not assign any interest in this Contract and shall not transfer any interest in this Contract (whether by assignment, novation, or otherwise) without the prior written consent of the City thereto. ARTICLE 13. BINDING EFFECT 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 14. ENTIRE AGREEMENT 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 15. AUTHORITY TO CONTRACT Depository hereby does represent to the City that its officer or officers who have executed this Contract have 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 16. DUPLICATE ORIGINALS This Contract is executed by the City and the Depository in three copies, all of which shall be deemed originals. IN WITNESS of which this Contract has been executed on this the by the duly authorized officers of Depository and City. of Page 6 of 7 C:\DOCUME-1\tlreedy\LOCALS-1\Temp\3482 Exhibit A.2006 Depository Contract.doc CITY OF DENTON: By: Date: Name (Print): Euline Brock Title: Mayor Address: City of Denton 215 E. McKinncy Denton, Texas 76201 ATTEST: JENNIFER WALTERS, CITY SECRETARY Im APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY Depository By: Authorized Signature Name (Print): Title: Date: Page 7 of 7 EXHIBIT B CITY OF DENTON BANK BID QUESTIONNAIRE 1. This bank has indicated that it has an on-line banking system. a. Is this an internet application or will it require software be loaded on our computers. b. Will we have full authorization to add/delete users as needed or will it require bank personell assistance? c. Does the system allow the City to date wire transfers for a future date? If so, how many days? d. Does the system allow us to view images of the checks that have cleared? e. Does the system transactions show real-time or are they the prior business days activity? d. What is the bank's procedures for failed wire transfers. i.e., the receiving bank is rejecting the wire. 2 Safekeeping a. Will we have direct contact with the third party custodian or will we deal with a bank representative when purchasing securities or for questions? b. Explain the bank's process for purchases & failed securities and timeframes associated with each? c. Will we be notified of called securities? If so, how? Technology 3. Do you provide support services or programming resources for check and credit card transactions or cash management software applications? If you do provide these services, are they in-house or sub -contracted services? 4. Do you operate your own Internet Transaction Gateway? If yes, do you support connections from other Gateway Providers? If no, what Gateway Providers do you support? And do you use an intermediary merchant service? And if so, Who? 5. Are you currently providing a coordinated, full -service banking solution, similar to what has been outlined in the City of Denton bid documents, to any government agencies the size of, or possibly larger than, the City of Denton? 6. The City has 17 credit card merchant I.d.s, and 4 Internet merchant I.d.s, does your bank have the capability to provide the location name or merchant I.D. on the bank statement for these deposits made on the City's control bank account? 7. Lock Box Services a. Does your bank have the ability to process payments - without a stub? -Multiple stubs and one check? - a letter or copy of a stub or other correspondence? b. Does your bank have the capability of identifying and rejecting accounts noted as "cash only"? For example, if we generate a file and sent it to them each month with account numbers to reject, would they be able to incorporate that into their system where they could reject the payments? c. Will the transmission file be available for our posting by 3:00 pm.? d. What various methods do you have of transmitting the payment file? i.e, internet, bulletin board, e-mail e. Will itemized reports with statistics of payments received, accepted/rejected etc. be available? Can we expect them as softcopy and/or hardcopy? f, Can you include check numbers on the reports? Payor information? g. Do you currently have an on-line imaging system where we can view checks in cases of discrepancies? The Tax lockbox service requested bids for the imaging of checks. Will the transmission file be available along with the payment file each day? Will you be able to provide a "local" contact for the Utility Lockbox account? If so, please identify the persons name, contact information and location. j. In most cases, can payment research be completed in one business day? k. Do you have next day delivery of correspondence, rejects and reports? I. How many other organizations the size of the City of Denton do you provide lockbox services for? 8. ATM Services a. Please explain if your organization has opted to not bid for the ATM services? 9. Basic Banking Services a. Can you bank provide serialized deposit slips which are coded by location? b. Can you provide the location name or Id on the corresponding deposits made on the City's control concentration bank account? c. Can you provide payor identification on the City's control concentration bank account for all wire transfers & ACH Transactions? e. Do you have the ability to provide interactive bank statements? d. Using the Positive Pay system, can you provide an outstanding check list? 10 Customer Service a. Will you assign a primary contact to the City? 11 If awarded the contract, will thirty days be sufficient time to transfer all the services we have discussed today. If not, what would be an appropriate time -frame. How many staff members would be dedicated to assisting us in the transfer of services? REQUEST FOR BEST VALUE BIDS FOR MERCHANT SERVICES CITY OF DENTON, TEXAS MARCH 2O06 OPENING DATE: APRIL 11, 2006 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.M. April 11, 2006 then publicly opened to purchase the following listed items as per bid instructions and specifications. BID # 3490— Request for Best Value Bids for Merchant Services Qualified prospective bidders may obtain copies of the bid invitation with information to bidders, bid proposals, plans and/or specifications at the office the Purchasing Agent, located at 901-B Texas Street, Denton, Texas 76209 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, in any contract with the City of Denton. Minority and small business vendors or contractors are encouraged to bid on any and all City of Denton projects. CITY OF DENTON, TEXAS (940)349-7100 TOM D. SHAW, C.P.M. PURCHASING AGENT This advertisement to run: March 23, 2006 and March 30, 2006 3/21/06 3490 Best Value Bid for Merchant Services 1.0. INTRODUCTION The City of Denton is seeking applications from eligible merchant institutions for an integrated merchant services program for the City of Denton that includes credit card acceptance, check verification, check guarantee, and check conversion through face-to-face, phone, mailed -in, integrated voice response (IVR), and web transactions. Although the City of Denton preference is to acquire a fully integrated program, sections 5.0, 6.0, and 7.0 will be evaluated independently and may be award separately to different bidders. All bidders must meet the requirements contained in sections 4.0 and 8.0 through 12.0. Each bidder must meet the requirements of at least one of sections 5.0, 6.0, or 7.0., although it is preferred that bidders meet all three. The City of Denton is an incorporated municipality located in Denton, County Texas. Revenues are largely generated through the collection of utility payments, property taxes, permits fines and fees, traffic citations, etc. 2.0 This Request for Best Value Bids ("Request") is intended to serve as the proposal form for the merchant 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. . 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 76209; FAX 940-349-7302. CALENDAR OF EVENTS Tarnet Date Description of Events March 23, 2006 Advertise Merchant Services notice in local newspaper April 11, 2006 Receive proposals from interested Merchants April 12-13, 2006 Merchant Presentations and Product Demonstrations April 17-21, 2006 Review recommendation with the Investment Committee May 2, 2006 City Council to review Merchant Services Proposals May 16, 2006 City Council to award contract June 1, 2006 Merchant Services contract period begins 3.0 EVALUATION CRITERIA AND FACTORS The City staff will review the submitted proposals carefully. The recommendations will be based on the bid determined to be the best valueto the City of Denton based on the followin selection criteria: 45% Lowest aggregate cost of merchant services 1. Proposed Fee Schedule 2. Proposed Convenience Fee 3. Proposed Fee in compliance with minimum specifications. 4. Proposed check verification and guarantee fees 5. Proposed check conversion fees. 35% Ability to perform the requested services 1. Demonstrated prior experience in providing similar services 2. Capability to provide responsive service 3. Capability to provide off -site technical support 4. Service and technical support infrastructure 20% Agreement to points outlined in this Request 1. Adherence to requirement of Request 2. Offerer's responsibility clearly defined 3. City of Denton's participation and responsibility clearly defined 4. Service availability and proposed activation schedule 4.0 BID CONTENTS In order to be considered, all bids must include the following: 4.1 Cover Letter The first page of the proposal must be a cover letter providing an overview of the company's service and any special considerations. 4.2 Responses to Requirements All requirements contained in this Request must be responded to in the same order as they are shown. Use the same numbering scheme and respond to every requirement. For questions that do not apply to the proposed program, use "Not Applicable" after the paragraph number. Merchants may respond to one or all the following sections (5.0, 6.0, and 7.0), depending on the service provided by Merchant. 4.3 Supporting Documentation and Other Attachments All information that supports the answers for the questions must be included in the appropriate section and labeled with the corresponding requirement number. Additional material may be submitted at the end of the end of the proposal. 4.4 Pricing All pricing must be described in complete detail including Discount Rate, all fees, and all charges. Explain how the rates and charges are calculated and where, if applicable, g volume discounts apply. Please specify if any monthly or annual fees or minimum discount fees will be charged and explain the purpose of these fees and charges. 4.5 References Three references must be submitted for similar programs launched within the past three years. Each reference must include a brief project description and the company/city name and address in addition to the name, title, and phone number of an individual who can speak knowledgeably about the project. 4.6 Proposed Contract Provide a sample contract for the implementation of the program. This contract will be considered a draft from which to develop the final contract for the City of Denton. 4.7 Transition/Implementation Schedule The implementation plan for this system is critical to the success of this program. Please provide detailed information regarding the program launch, including the project timeline (milestone dates) for implementing and transitioning from the City's current operations to your institution. 5.0 CREDIT CARD TRANSACTION PROCESS REQUIREMENTS — PART A The City desires credit card services for the purpose of collecting payments for 17 remote sites and 5 internet sites (Utilities, Tax, Municipal Court, Building Inspections and the Library). It is critical the Merchant provide complete and accurate processing for MasterCard and Visa card transactions accepted by the City of Denton. Face -to -Face, phone, mailed -in, integrated voice response (IVR) and web transactions will be handled at the City of Denton. Estimated 5.1 Credit Card Services Pricing Monthly Fee Charges/ Total Monthly Volume Per Unit Charges Merchant Accounts 17 Merchant Processing Fee/Discount Fee 526,617 Mailed -in Transactions n/a Pin based debit Transactions n/a Internet Accounts 5 Internet Processing Fee/Discount 1,857,360 Internet Transaction Fees 7,300 Chargebacks 5.2 List any other applicable credit card charges. Only the credit card charges listed above and in this section will be acceptable in the monthly credit card analysis. 5.3 Please describe how you propose mailed -in and phoned credit card transactions be handled if the City of Denton chooses to offer this service. 5.4 Describe in detail how the City of Denton processing program will be operated on a day- to-day basis. Provide transaction flow diagrams whenever possible. 5.5 Identify all subcontractors to be used for these services and what procedures will be used to monitor quality. 5.6 Explain what back-up procedures will be established in the event of a problem at the City of Denton or with the Merchant provider. 5.7 Merchant capability to meet the following requirements must be detailed in the proposal. Please note, all the following requirements must be met for full consideration. 5.7.1 AAVS and CVVI verification is required 5.7.2 Must have daily settlement. Funds must be available the same or next day. Deposits to the City's depository account must be made daily and must reflect daily batch settlement totals. 5.7.3 Must provide on-line reporting services allowing viewing capabilities of all credit card transactions by merchant number. Service must allow exporting capabilities of City's payment history. 5.7.4 Must provide chargeback information by e-mail and on-line web application. 6.0 CREDIT CARD CONVENIENCE FEE REQUIREMENTS — PART B QNTERNET AND IVR ONLY) On behalf of the City of Denton, collect and process tax payments from taxpayers using credit cards through the vendor's website or IVR. The entire process should be funded by convenience fees. The City of Denton's intemet activity is as follows. Estimated Monthly Credit Card Services Volume Internet Accounts Combined Volume 1,857,360 6.1 Please list the convenience fee for each internet site. Utility Payments, Building Inspection Fees, Property Taxes, Municipal Court, and Library fines. 0 6.2 Convenience fees shall remain firm during the initial term of the contract. Upon consideration of each renewal option, vendor may be allowed to increase the convenience fees to be charged to the taxpayers and rate payers, upon 120 days notice before contract execution, based on a documented increase in the interchange, assessment and/or other transaction processing related fees. The City Council reserves the right to accept or reject requests for fees increase. 6.3 Must provide settlement of the City of Denton's transactions to the appropriate card organizations and forward all payments from card transactions to the settlement account in accordance with the City of Denton's approved procedures and time periods. Cash receipts in the settlement account must reconcile with the submitted report each day. 6.4 Processing services include all equipment and software for the purpose of accepting various cards. 6.5 Notifications of each taxpayer of the dollar amount of all payments, including convenience fees charged to his/her Card and obtain the taxpayer's approval (electronic or otherwise) of such charges prior to initiating credit authorizations. 6.6 Clear disclosure of convenience fees to cardholders prior to completing the card transactions. 6.7 Provide taxpayers with confirmation of payment transactions electronically. 6.8 Electronically transmit all card transaction to the appropriate card processing center, in real time, as the transactions occur, and balance and reconcile electronically captured transactions on a daily basis. 6.9 Retain credit authorization logs and transaction records for such period of time as required by applicable law and the rules, regulations and operation procedures of the respective card organizations, which records shall contain the following information; transaction type, date and time of transaction, and account number and expiration date, dollar amount of transaction and approval code. 6.10 Provide City of Denton with logos, graphics, and other appropriate marketing materials for citizen communication. 6.11 Provide City of Denton with monthly reports (in a mutually agreed upon format) summarizing use of the services for the applicable reporting period. Sample report must be included in this proposal. 6.12 Provide IVR and Internet payment service in both English and Spanish. 6.13 Explain how the Merchant will handle any copy requests or chargebacks for the City of Denton. 6.14 Identify all subcontractors to be used for these services and what procedures will be used to monitor quality. 7.0 MERCHANT ACCOUNT REOU112EMENTS — PART C In order to minimize the risk of fraudulent check transactions and minimize city resources spent on the collection of returned (NSF) checks, the City of Denton is seeking a provider that can perform check verification, check guarantee, and check conversion should the City choose to utilize these services. Estimated Monthly Fee Charges/ 7.1 Check Services Pricing Volume Per Unit Service Locations 11 Monthly Check Transactions 33,636 Monthly Check Volume $13,341,087 Monthly NSF Transactions 116 Monthly NSF Volume $29,726 Check Verification Only Check Guarantee Only Check Conversion Only Check Verification & Check Conversion Only Check Guarantee & Check Conversion Only Total Monthly Charges 7.2 List any other applicable check service charges. Only the charges listed above and in this section will be acceptable in the monthly fee analysis. 7.3 Check Verification Provide a service that uses negative and activity data, in addition to other tools to issue a response code back to the City enabling the City to determine whether to accept the check or not. Please describe the services available. 7.4 Check Guarantee Provide a service that uses negative and activity data, in addition to other tools to issue a response code back to the City enabling the City to determine whether to accept the check or not. Checks approved through this service will be backed by the Merchant. Please describe the services available. 7.4.1 The City of Denton is to receive 100% of its check collections. Return checks will be the responsibility of the Merchant. Explain how returned checks will be handled. 7.5 Check Conversion Provide a service that converts paper checks into electronic items at the point of sale and initiate a direct ACH deposit of funds into the City's account. Explain the services available. 7.5.1 Explain the check conversion process and any requirements for the City of Denton in handling or retaining the voided checks. 7.5.2 Must provide daily settlement of the City of Denton's transactions in accordance with the City of Denton's approved procedures and time periods. Cash receipts in the settlement account must reconcile with the submitted batch report each day. 7.5.3 Describe the services reporting capabilities. Must have the capability of providing daily batch reports, by cashier and location. 7.5.4 Explain how returned checks will be handled if the City chooses to use check verification or the check guarantee services listed above. 7.6 Hardware/Software Requirements Please list any hardware or software requirements for this service and applicable charges. 7.7 Identify all subcontractors to be used for these services and what procedures will be used to monitor quality. 8.0 TECHNOLOGY REOUIREMENTS It is critical that the system installed at the City of Denton incorporates current technology and fully integrates with our existing web processor and provides smooth and efficient transaction processing. Describe the type of equipment and support to be provided. 8.1 System Requirements 8.1.1 Point of Sale processing terminals for handling check verification and batching and debit or credit card authorizations are to be connected to existing Microsoft Windows -based desktop computers through standard peripheral connections, such as COM or USB (Preferred). The terminal peripherals would utilize software present on the computer, either an installed software client or a web -browser -based control interface, to communicate via the Internet with the Merchant Services' host system for purposes of communicating transaction information at the point of presence of that 0 transaction. Client software would provide for receipt printing of debit and credit card transactions, with capability to re -print receipts if necessary. Software interface must be capable of handling both card -present, and card - not -present transactions, and associate each with the correct fee schedule. 8.1.2 Transaction data would need to be captured and cataloged according to the following hierarchy: City of Denton» Department» Location» Operator >> Batch ID. Reporting capabilities would need to be provided to allow the City to research and reconcile transactions passing through the Merchant Services Vendor. This reporting should be web -based, and accessible in real- time. Transaction data can be captured either locally on City provided database and hardware platforms or remotely at the Merchant Services' location, provided reporting needs are effectively met. 8.2 Point of Sale Equipment 8.2.1 Debit/Credit Card Terminal — Industry standard hardware utilizing 3-track magnetic stripe reader, integrated PIN pad and display unit with COM or USB (Preferred) connectivity to interface with current Microsoft Windows -based desktop computer. Terminal would have the ability to be placed in reach of the customer for processing of transaction so as to afford the customer the added security benefit of card retention. Terminal display would be programmed with all relevant customer prompts and responses so as to minimize cashier instruction. 8.2.2 Check Processor — Industry standard hardware utilizing horseshoe bend -style check processor with COM or USB (Preferred) connectivity to interface with current Microsoft Windows -based desktop computer. Processor must perform MICR capture, two-sided check imaging, and endorsement of the item in one pass. After the item is processed, the cashier would be prompted to enter the dollar amount of the item for completion of the transaction. 8.2.3 Receipt Printer — Industry standard thermal printer hardware using Parallel, COM or USB (Preferred) communication to connect to current Microsoft Windows -based desktop computer. Printer should use 3" standard thermal paper rolls, and may incorporate automated feed cutter (preferred) or tear off strip. Receipt would provide the following information for Debit and Credit Card transactions: City of Denton logo, department, location, operator, transaction date and time, card holder's name, last four digits of card used, transaction amount, approval code, and signature line if necessary. Printer will need to print two copies of each receipt, one for presentation to the customer, and one for retention by the cashier; receipts should be clearly identified as "Customer's Copy" and "City Copy" at the base of the receipt. 8.3 Software Updates 10 8.3.1 The City expects that software "bugs" will be addressed within a reasonable and fair time frame under the basic maintenance agreement held with the Merchant Services Vendor. A software "bug" is defined as a glitch, anomaly, or other reproducible condition that materially affects the proper operation of the software as designed, and prevents the City from using the software as intended. 8.3.2 The City may request additional features or functionality during the duration of the contract. City and Merchant Services Vendor will agree whether these enhancements constitute a material change above and beyond what is covered under the standard maintenance agreement for the software. In the event that the changes represent a billed -for service, the City will have the option to purchase the enhancement, and incorporate the ongoing support for that enhancement as part of the standard maintenance agreement. 8.3.3 Merchant Services Vendor is responsible for ensuring that their software functions on current mainstream desktop computers. This includes recent hardware not to exceed 4 years in age, and the current public release of the Microsoft Windows desktop operating system for business and professional use with all required security patches installed. If the client software is deployed in a browser, it must be compatible with the current retail release of Microsoft Internet Explorer with all required security patches installed. It is the Vendors' responsibility, under the terms of the maintenance agreement, to resolve issues arising from the application of Critical Microsoft patches that may interfere with the proper operation of the Vendor's software. 8.3.4 City is expected to have access to new releases of software free of charge under the terms of the annual maintenance agreement. 8.4 Telephone Lines/Internet/Preferences for selection 8.4.1 None of the peripherals used in the POS solution will use a conventional telephone line to process transactions; all transactions will be handled over the Internet. In the event that Internet processing is unavailable, transactions will be queued for processing at such time as Internet connectivity is restored. This queuing process may be manual, or integrated into the software (preferred). 8.4.2 Preference will be given to vendors demonstrating the ability to fully integrate all non -cash transactions regardless of collection method — In -Person POS, Call Center POS, Self -Service Payment Kiosk, e-Government Transactional Website, or Interactive Voice Response Pay -by -Phone. Currently, the City has offers Kiosk, Web, and Phone payment options, and is looking for the ability to integrate the POS capabilities with that existing infrastructure. 11 9.0 REPORTING REQUIREMENTS The City of Denton will require on-line access to daily funding notices, exception items and weekly and month -end summary reports. One hard copy of each report must be sent to the City of Denton by U.S. mail to the attention of the Controller. The daily funding notice; however, must also be faxed or e-mailed each day. The City of Denton has a tiered account structure and reports and transaction information must be accessible within each tier. 10.0 For this proposal, describe the contents and distribution frequency of all of the reports that will be provided to the City of Denton. Sample reports must be included in the proposal. The processing system provided must be fully automated and easy to use. Describe in detail how the program will be operated on a day-to-day basis. Identify the subcontractors to be used for these services and what procedures will be used to monitor quality. Additionally, explain what back-up procedures will be established for each item. Include the activities listed below in your description. 10.1 Supplies/Equipment It is critical that the Merchant provide the City of Denton with the necessary equipment and supplies for this program. Describe the entire process in detail; include: 10.1.1 What equipment/supplies will be needed 10.1.2 Who should order them and how 10.1.3 From whom and where they are to be ordered 10.1.4 What time schedules should be used for placing orders 10.1.5 Provide complete pricing 10.2 Error Detection It is important that the Merchant does everything possible to identify errors for the City of Denton. Describe what actions the Merchant will take to identify and correct errors as quickly after they occur as possible. Include how different errors will be handled such as interchange rates, late daily settlements, etc. Also include methods for notifying the City of Denton of these errors. 103 POS Signage Identify the requirements regarding point of sale signage and formats for mail -in forms. Please describe as much of this information as possible. 10.4 Chargebacks and Copy Requests The City of Denton expects to maintain transaction copies. Please explain what requirements must be followed regarding these receipts and the penalties for not doing so. Explain how the Merchant will handle any copy requests or chargebacks for the City of Denton. The City of Denton expects the Merchant to fully represent its position in the event of any type of dispute with one of the card companies. 12 10.5 Training and Reference Manuals It is the Merchants responsibility to ensure that the City of Denton staff is thoroughly trained before the program launch will be considered final. Describe what will be required for installing and using the equipment. Include explanations of time, skill, and resource requirements. Describe any manuals, videos, or other materials that will be provided; if possible provide samples. 10.6 Escalation Procedures Indicate what procedures are in place in the event that a problem with the program needs to be brought to the attention of the Merchant's management. This applies to both the conversion process and for situations that may occur once the program is fully operational. 11.0 PROPOSAL INSTRUCTIONS 11.1 Date, Time, Location Five (5) copies of the sealed proposals clearly marked "Proposal for Merchant Services" should be delivered to the Purchasing Division located at the City's Service Center, no later than 2:00 p.m., April 11, 2006 to the attention of: Tom Shaw Purchasing Agent 901-B Texas St. Denton, Texas 76209 NO PROPOSAL WILL BE RECEIVED AFTER 2:00 P.M. 11.2 Response to the Bid This Bid form must be used to submit rates and to answer questions wherever possible. However, any point that the Bidder 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. 11.3 Pricing All pricing must be described in detail. Include all assumptions upon which the prices are based. The City of Denton would like separate pricing for face-to-face, web, mailed - in and phone transaction (See also 5.0. Requirements) 11.4 Additional Information 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, any and all which may be used in forming a recommendation. 13 11.5 Right to Reject Bids The City reserves the right to reject any and all proposals. 12.0 CONTRACT SPECIFICS AND MISCELLANEOUS INFORMATION 12.1 Periodic Review The City of Denton may require a review meeting at least once every six months to evaluate the working relationship between the City and the Merchant Services provider. The objective will be to address any problems and to seek a responsible solution. More frequent meetings may be called if necessary. 12.2 City Council Action The final appointment will be made by City Council of the City of Denton. 12.3 Designation of Individuals Upon being awarded the contract, the Merchant provider shall designate, in writing, an individual to be the official contact person for all correspondence. The City of Denton shall do the same. 12.4 Program Launch Program launch will occur with installation of the equipment and completed training of the City of Denton staff. These activities should have minimal impact on day-to-day operations of the City of Denton. It is desired that the program be launched by mid -July 2006. Unless emergency work is required, any on -site work must be scheduled at least two days in advance. Business hours are 8:00 a.m. to 5:00 p.m. Monday through Friday. 12.5 Contract Term The term of the agreement will be for a period of one year. However, the City of Denton retains the right to cancel this Agreement with 30 days written notice and prefers a dynamic rate structure with the ability to match market pricing. 12.6 Banking Relationships It is required that daily deposits for credit card and check conversion transactions are made to the City's Bank Depository daily. 14 DEPOSIT AGREEMENT AND DISCLOSURES FOR COMMERCIAL ACCOUNTS EFFECTIVE OCTOBER 28, 2004 • ue ros an adj=V Zara n t00.f31.s�pn,d�' INTRODUCTION 48. Accuracy and Vw*sd n Welcotna to Wachovla Thank you forbenktng whh us. This Deposit ABawnmd CAgreemmn contains the 11 49. Irdemniftatlan of Bank __..._._..____..._..._.._.11 so. o Warranties rorolving Ire mbwm Covenants and DEFOWACCOUNTAOREmmW _._. 51. Slgnehaes Raoelwd Vh Ferahrdla (Fad ..__�»... 11 326d1m Q SPECIAL TERMS AND CONDITIONS FOR r »- WIRETRANSPERg IL $pedal Tonne and conditions For �Wvleme Trwmfare :1& SPECIAL TERMS AND CONDITIONS FOR AUTOMATED ..«...-..-..r..Ily.�...._......_.-._......« 11 PaAudnorkstion �jd Sam �..........._ 11 1. F CLEARING HOUSE (ACH) TRANBACTIONB of deANowdure A Cat-01( Tknes _„„__ .•... 12 :Fame READ ere ITE'TAD! thla Agreement so Net .»» 4. Advice of Funds Transa .....�......�'".•�__...12 S.A.._...«.....-..._.........».. 12 of Liability and hdemmMooti you can rarer to n have any '.:w119u os M'WNva ° queanwt recut your We Will unL if be �' We w10 ba haFpy t0 aneWer Wlmtlan n .»„«..».. 12 7. Interest Cor BanOf MOnOft NO°b8��,',�,'....��._.' :.:_..;' iZ ,Nem You may OMeh1 an COPY at any Wadtwb FlZnwc & I Paymsde �,...�.....___._.- �Centeror al by OMInB 80t1.222.38B2. ......�. 12 I& Bpscbl Tama and Csnditbm For -----sled TABLE OF CONTENTS Claiming House o m ewde a-..._.-..-:�,._.._.. 12 1. 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Auhomefed Pmces ft of Ibrns ....».___.... 6 ..._._»«.._..,.»«».____.._.. 12 10. Retuned Entries .___«.»«_». _..__ 12. Fraud DoWdludDabor mtce and Safeguarding Your Amount».._..._._..»._.»_.._�._..__.»._._ ._..... 13 11. on -Lis Entries »».._...__.-----_-•,_,,,,,w,».»_ 13 12 Ralelonaf Peymmtt 5 13. Stebmems._.__..__.„_.»..........._..._..._......_._, 6 14. RerAowofAacourd Safemsna..__.__«..... .»....._.______........._... 13 13. Collected Funds..-___ 74 14. AuSwdmBon Wewanly 8 - I& Shop Paymmd ..__...__�»...»«.._»........ 14 16. TeleMone+Mltlebd .«.__»...__»»........._..».._.._.._._ 8 18. Sawtf and Seardty barest ..._._....._»._._..»...._. 6 Entries ...._..».__.............__. 14 /& Imorrownfliaad Entries 7. Notloea.».«...........__._.........«.».«.....__...._..«w.. 8 1& Clmkv ymw Amoum _..»__._._..»_.�.-...._._._ __-_.._..«. 17. Your LleblBy ..._.........:........__.._. M ..�»•._. f4 Is. Umiallon of Lwalyam hdsmnB(egpn 6 20. 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You apraa "My any WAN fan Md R* to pop 4 du U6 �... am augeam romps ban bm b bm at oladba(�q Ma1m of arq dmrpr w0 bemad b You a the addreae shown a, oamom* and a MOMMOMa PWod otiee YYO ka pNm faM o *%ft beoe Mb rohnbuma ecom You kwawa ao" Ua mr ommm adug mpawae we mar b mmmrm. aemm w wnwid any Wm 4a wPgllmrltdrdaaALAIentry,aPmbrm alYrased adat Your repro 11. AUTOMATED PRocEBSWG OF M M& Chadwyou wRe of depa MW be aubmEMOBBY Prmaeeed wxft oaaamd rob documb proles (momabd) dlakM an dndr co0ocUm and mbm promo. If OW b YOU ahave you bmik domw mft Prided by ■ rda „h U ha nit tram RPPlowd byt O Balk aYm Use dmdr skim bekmw (e./.. 0eacly beturaa) tW oaao aMcd dab m ale dm& to dWPpear or be obaaabd tpm bmoelm a ycu maks YOrr dm& out In wch a way (o a., u*lg a a/bay' cobmd hdr) lest caaea adtmd 0 d,a4 � wwrmn m aw ban m aaNw trmmdim or to twof we rmrl moobea tin llsateg eras fad. You mom 1. , Ut b ainburq US br 94 kue a meCogOf090ml)wemmrbe yoi (1) omtwnb p asks hdonmam "h ae, b OMW dwaaft d ahM*WW46 t'vot % paved In a creak..IN. Fathmmaq you w„„,.e.im000n ar am acorn Hof of wwapaaa ofb mwith a moo VbWY fm&m b love. 12 FRAUD DMCTIOMMETMtRERCE AND "FEOUARDINO YOUR ACCOUNT. Time um mnaa Praomtlmrm tat YOU Osn and ahodd take b damamb ar rbk of unwAh rbed aamackm hen yea eobaunM Such POm gbrm hldlda, but are not kn bd to • Yow Kch as Ymr mot wnba(ey, kdarrasm ahmt SafaUmrfp nsbeAb askdam� amn whkh inn be L%W b GcOON k chad<koobl a ualeabQ aa soon,, aedrad0 q dwAm Poommismad by alma khmmum bPwmttummn • mrepaclwkh m must a M"Wmd apklr, aYOa a mYpboed unwal diecb era bat,bll gaa Rewbwhp youroMdmooR ma muaad dadm br • law beanbawa been sblm a Ryov auWac lud my d tlwce Ikam mry bapelad wwlar, a aym ero Bavkdhn c �aym Plopab•bbaptairad; • fianPdyarid aasfulyWA&wbgyam amkanemOak mmebr bum Pbw a* unatdlmbmd adkrly or mV W W mmwfts gib. Vn m youwV repwt m a im ;) MY� a.omb WffPmgmd wlauthahxdaftWWW adbky be *sea aym dadk* ads rommnadaBar ad abd to bare Yarwm dop'm we �b be lob mym far wW buh " mob MountWe" Us for eq lounsYwe km ® wed% YOecoU m UnftYOmp�h wdk oebbMms hdercepbd WWWy,wasftdw aamwbdaa oratntahatlm; can be ' Mbab lkq cave Oonhol MWY0UFbabSsal mhmdeNaa 1°d»b daadmy mwAwbad me of throe dwA,m. twuhp'My dmdm WE CM b areld alwal,rm abrpadea. PmnenadlnkbwraWWyoaohedm t9adtrk I numam and WOM bmaab rnadr and M Mad", and mekhp sun throe ma m bbdr Or open spathe In to body Of am bamanad wtma -Drib w eprrea are b be kmerted. m addkbM kam line b lam wa they melm certain produoh and welvbea the ma duhnad to a.r..r Y.� �.__ _ aomad YOU w comma haw ary tbbft(or"ft � rodemda to 14. REVRW'OFACCOUNT m d6cpwr a fmo& ram Yraulbdaodpm one a am drys there b any CUM ■ YOU am In to beg poalm Prpadl4 YOU ocrrecteho erssNN "'nnWWdgqa.sd PM me after ehef w wmwored bean bK ddan err a the d8w"1B"L ran ddwnlptbn arts earhCeledwctwts erytths�dha�du�of ateranyatrarledleaotOtadarseeoobyheck of and mTdM and youI dktavered. whkdwver aaaoa met. whcaso *youdoraarhd Paper! afar .uncou! order ekowtas. Maned. ane..e» � _�_._ _ unbeklB not be A" so you t u "fib'(tor}day.(orro Uyou d0nah"veudor dfmavwW and nta odap�b�• nftft ordiolbd depas9 abgft raps moranydMr a= ordap y ,f"dating b9 d**, dopoet Oratlw weaordobR wft 1, w Nj mhtvntgaro of Ond dab on c ft. ) thtw mama wan meted byw erWw*be made avaWAo b M AP �b sum Nat Problem apdwt us. This farl (@S)dsy ardtation prkr#y ova the Movisbm in the PwAmas °old oppose mpnoftofwheswr or not you or searched • e wleao ortlus ts atalerrwhtan panvaph He eO on in question (or Its payne"I tw have bean rooeCed) MaNxIld Orotuawbe, U, FAA (OIeCOVER AND REPORTTt1ftE ORANY OTttER ERRORB OR O18CREpAN= NITHIN THE FOR7Y(40) DAY PERIOD, YOU LOSEANYANDALL RIOHTB YOU MAY HAVE TO AtlERT THE ERROR OR tNSCREPANCY U AOAWST S. 1E. STOP on yw the et and th Wars You do us 0 amp alder tnk should W eta obtgatan an ■ Coeds. twos used and anal age scold u m b am . Paton who rah ghO a releeaa shdsnmoabt PenNNed. If an 96278e pint, b) w ore to U" PeYaww On Checks dmvm not paid orcedtbd. You mst bet on, dwelt m nba. data of check, payee I wdtch N he drawn for us to be eras to o<eutlmu Youybe �lebnoteatarc io�unhnedc.b dpa beaaateat�waq wonedis " In wer" mMaeetthan anrot %i check YOU gamed yew chooka by orwhic h oces not prodeag a MIClb check, WO rot be cook, to guarantee dotted. You dw sfms eggs to hold dot 0 homor a amp payment order Vh was,, entltedo rasa weaonwbb owed are able m der hha, " b pa I amp Older uh had has bass ypa■aaawdh eymaa raga, bill regard, You 19. worym doorIn ue ark over mMb os as or Mck. arid to I ban at Any eacau t may r. Sop peyawd aides worm PMVMB clacland be Ie4eaiuect The I (Or PoeNtls a bon mur deb•. and wa ff"A" smkcns�•ro"tord y a iwmow, Y6 atdtradtor rh not be debts byou for SErW 18. or cA m� � for �gdUIM j).kpef'pPwkedepe ,,. to our right or saolr and ZINy Yid, y Yoa ever a munins jwd rsdrwY an a bonower, e us Foamdor. )Udgmad debtor or ogwwlw ln*ft any ohapstorl owed to a and kWk&, a qWW by iebld and 1ws ban the ripbi under the bw (new .. Ap sew°M (by which you grad us )b _ "" fican YoUramm" bb MYOn debt. We rnq' we the moray b PaY to debt even N the wNd rot owat aaunta le atateat penaty or Dhs dWww Of dwda, to ow one or ■ Psrleanhtp mph aacolad, rwch Partner or my m of am* wu l' MY No the money intwt bldfNdbousom werrd eo�muai� bnow (a) YOU as a Joint aea1R of on, nt May Use the rnww N frdebled to us and (a) em dam b owed m w by) snot heerr trot owOer. Sbntawy, each partrlor er pb! 0aaher ant be lskt accowd Parbwrship account. TheMay woftm In w d aboytaftm To mme' 'a uaoud ddtand Is In addIten to me eB.ee.lo..w1.�. to raur.ary e�pvm 6o n or the funM v be asmR en "Mad mrandon.aebh°ea°..�IpN orWudtaeNe_ M CCONSrrplded bythb Ago a twhlw b dTwrwd that, nth Praaddl4 ttharNg a"dher bNoraaeb' maeag yyaatgyb amNema en b oast m enlaaw our brvkws byou yloaevw, Yoa may opt ow dbdn . r�gVYadwvla a6ioatss. kt wdmbdo so send your rrome, nanbww �Etlop �ob�raa� eM a � �b ypetakd embers: VA i�-77�71, (Yowraged mist be mailed h a separate envakpa and show not be lOuded osbmbMWerhBea bmkawrePaldbae.) Phbabb that each hdb melts ads. thmi WMWS directgmto preXpagenesadpata about Nam ebb esaWleba, Ewer ouslower,I� sack July orrbr may"Pod* dewsbaskdalhh whor'dllmkdone dwrat be shared among Waahavb Went". Llslpnoa M. ' request eat dhetfrdernsgwh'rai 6s shed request and VAN Ild de b ter bYara etas, ate JdM aabrpd pears. WAS wbieg elm Wt Yaspaslbb. You rdatlnereuekdalt fundes ccaned 20. ABANDONEWDORYANTACCOUAM C beb The bag(S) aei � N�gatb=AW=Z= net B. YOU rnaYdeavwand pkkLip ondapaeebag byarm MW Mader' w by aveder design% or by any olhM gmdw smpbyb. AN such ousters oraualerdeedgnm apag be dawnodm be your aggngL Q Each nbld doped beg at Pons ofdbkwyto us stag bnlaena dapOaWogar aaa ma cook atrob e�fOr and 8re nwnbwdgaaveomtbwNdh IND m to male the fiend a thel be sbur* babel. 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PIACEWff CW WWORM30W , eyou boos a oheelt to >M bw* d der Check Outside OrtM dwnmda m char, mabdd on eouldb 1X6tdaefrom as Osseo edge of to aabk that matarW ants nb gw dra rdtlh endonambb by bade and elms dANe v rddkng to pe d r BNkemla eybw tpdm enddama ai . b . seMd an erdorbmbt b a dheokbr widen E. odddS dam Mile eabrrdho 1%Ndas an.a 1... muavp ura a we wB not be bbs seyou because evebrd to returned of to tNm a rabnmNg the lbbr IS need by near ressanel tfor f*ddepositary banwee M bbthe amwvd a caMa6a. yya u Oda and agar earn, ,rAW d b 'adepoe@ subiedblassrw be y on F. You earl of CPA tdeh cab Ed on a papery Payable but Poddtlad dads. 21 NWff DEPOSM" BERNCEB. eyou wee b use one dear d� �swv �, as aomPtmae by us elan sdhbaed rdpld beg,are gadb h, arc Ypwe an eadaldr taOovft tams and todrous: A Yoe ahae bdlves by dgnitp a t'2ptd DepwaAgrawn eft Ndyou bag ace ens del s cad the Bank vN not proem 9a depose(,) YOUrM& riaedagentshbdtpWtereab sd apensahel'bs %i nm:.wdamag Idmrrtad by you in lha use dbadgd depodkay bcyy which mews from of the rner b from the traekwb a6iy iced debddto teomlp, Gem an ad a God, Propbyapmma tap tang ly, w or �gb Ca by cur vanclelem or oks unbas kdWM ob aeglb«a.wfrrhnPoaW MISOMMIG. prior to the M04A and M'PbM of me ederda of your spat dePow bag by us as a depose, the belwean You nerd us an to ad Prop" paved in or, dWd daposbry 16W dal be hat db w end bdhadanch Properly, and M � a be h6b to You net as an bawerda lch Property, graflunnea NAng bathe aeaMy�de:N pry poser baba reapbt10 eryve clocit w now boar, pow t.l� Nnba Wdu �esheltammebadmd aaepI ea dpMbb end, In ero oa 0Of as a noaw�hkeedlbd a ear, a h %ldyered rmeersd Ilya dank OrIsm. We AM not be labs, for t'ad Dadwrt ed by us, nor eN dakM eahacars, kris whop IAerefrara, a d h paw such aby ns puabnt m bsbeeaa,wDen w and, whM we reabyd b go aeaaanod bah bellows bs ymm In no evma ghee we b wide for Narked, ooraageagd, axarnpteyw .. Pt�> �dbagea, awn Bee here bean edWed d andn ' assess pmvw) NPI 7a 14 H. Tlw rlphl b um a Wt dePosh beg may be iwnkubd by us on atrywWOR notoe tiYOWffy mywuayar on art books. We Yar bel addrwsahoan of oa NphtdopoybYaervksBWi fsewD be bN IooePng wiBr Barkpotq and d+doeed on to ado" d Few mW FLFXII �Viand other b. °n� .. 0w OenytCEO, Ifyou wbh toutlim ow tewury wrrbw. ou Yr aebodon mid um dartswury swvlcas are euhie@m the lwme cat ar4dM dwamed below. The andaeParmen CbedrpFbuw TMamid �Y am ate Y2" hoodw. Y IQ rmwm meadm o:mmow oftta Bayba DMUWcn(s) Mrdt wth trs tenor of Ah A— un warty, w br *"" ' A Otff •`yore o unean oabrrcw a sd W ffilsouradsrmmnabbdCf ft in the esan area You brwohabpmhorra a^Y proWamrwaadt oWoomat or Owe wan a mebdd chaps In yavarardel A. Docrrrlsalston. ls our orb dkwadon, we shd deiwml ls me of tls dmrwNa and kwkuawrrb am we may delay ae brWbrrwrilslbn of the trawmY awwan you may mW new shade eotam lsbw by w In nGenw upon WdWrp daomwasatw�i and adMdmllon. Ws mows to dum Paiodmw to mWr d. end you wes to Rome upon off requa k Pomndd stetemmls am Pr amtn&nWYWOBWd ewe youask ra9oa Of MIQLO B. aub d"'S . if YOU are amatrp tda Awemrwd on behepof asps s o yaw M aoomn ou h arrttlw a arbafdarbs w to a t d you Dols behel;ya hereby repreaadaW waned metirawirwyt YOU PmPW eadr wwo of of as caporals ap an or subeldadw WW tea you hem frel power MW aWvay to bind such salsa loft tame dada Apreemant C. Tsmdn&dM EBwryo wwe trey bmmele to spedaed . by Oft ft MWPadyat bW ftW(30) days pilaw YAon roses. Howswr, we maybrmmels at epedaad aeMms bmwdsby, and we OW be mMW b MY Mlldyavolable ' ssVto w idWlsr of eNrry. t(i) you fee Ismake dry yea area o wunco or wd usta of ft Son and uwpe d tw Ban any lea: a (6) wa elw 5MM MM M ew C Was dwlprwd to dated a sash Rom amount or a X TM DEpOM At tls BmM klaw brm af. r� -- A. Retlsmpton. We may redwm tw Time DWW do to W bt a fin poosedaR°m°de ago* oar l oM of WfdYtp Me B. IuMwt CakuW-la. We two th day bdw. nbtwd b Gals" mlswel on Yoe weasel. Thb rWAod sPptw a day pose a ar 14 5) E , H F. C. E Depoet RftdW Provided b the watom". bad Upon the otdap� pM-dap o LB 891bibbed star � DI(a�L Rob me. lea kdm* we I. R°°ed inb bdesed may tryou rmMd at to Ilea aNeches, wmxwach"apedfled of* tof111 gross Time DeSt af Ply ntaned l>wPwnh may M RMDa. b Time Ndlc0ed ari Dp�b. H%1utoraatmMly UmftaDP1Y• Ywracmhee eperihp dowwiarhb, tla 1. 7tM131dwe.)riod. For ft ftosk uIwvaam�%rM ameLaya mduraydmlatowmxlmw MdewtlhMd aaymerthe panally. For al char tNwMpoet ttwwhb, YOU haw ha7 days dbr the naba@y dalatnwllMrew Male wthow PmetY• Thb t)m Period Is loam ae a trace P W. t Agbs oa Rww&A Urdeas yaw area dpceaa1mlrMb doled on as Nabs a any tuheeghard needy date or wnbrn the orace� 'maamwnawtl autaralioaly be at the Inffiai pew WAW to am in ael lean bePhmNp data. The inMeha� dale at at � °rtaNvk as tram oteredrateNMectar the awhelrydete lortlw Just coded: willowuntor rt bl a ptmtW is WMI, reinvested In any wachovis ftwun' Nlers - will be Paid through the ummwmvmftm mabaty dale. atom [Mimes[wy Wpwod� nUm abraetwa"n wPddarthe cotre6� Y NA panacealawaninumarw tltttdrawat e76gwa L As ono ae Me gNdpd Is not reduced w�drawet WNW bw m, wwtwequsra term reef, bB Adeffacm arooa �oapawhL Ad dqm b to your am tlePeM not p dudnpins Wm ao Your account. e w IIMORISt Added to ce laDw tntertat smwdddngth, aooauntan to metatydole or within or credDed I, another Wel WO rtrm�' t aft be added to andowds Parlor eta th madePart atne Pwtla waloa so, YOU am Permitted to Main pahtd renewal lmmo ah�m' � the 1NAal a 07 nub Wmffl depoo1haaaa added tos long as go mwmm W� andy on case arm dpasit eommtbftmtUayou nw*m � al%omes hkbt baeucaneaywfflxbwyp@"r �4. youmsy tany ofto nddp�i wW4wm bates to Wand any hales will be lehPatedOn tle amowwwwth��n - shown ��M Tom ftvjgh BO drays Early wiew mya At Interest lied wtod have been earned N tea measly period. t1 days through 364 days go dayw simple Ntoeate 365 raw days and t doW sbepb Convertible CDV A—Urft AddO.W teem qR*b CDT aw(U) Month = aiJanan aS1=0 I& qL4, dNopwh Cmwwaba CD eeocece may be WardoNe CD arcmrwtlt a P81bd. b e fDa)tfwth Cmwft CC.Df1 ma1'bs whh a term eatMonths Or bW. The , to a Wachwe CD bdoradnftSWAPY alto[ at that toes for �saad APY oa L Cools CD Ammoale, AdOWW tam apply In Coos CO morwle. A mini nm aS10AOD b repuhed b open Da Nano � Callable g CDAcwleit.m cop PSYaAmNun tall aN4Mt one Yaw hem the date o KcoounI at .mftmt oepft00ountb� You wmm Wafame hom the tew vtine w. • b am0owaa e�wa�N�O� dspmt the tole. aaadtdareq roeand APYNeteca in the • form Rod " Funds May Nthan to rormNderIdan APY dbcaead a apnwd a NbwY rain and Ir the CD Is caUd, wah moped b y of e h f oer pmwdlbyom the scan were takAN aw MW rerthroY enoged fortDw ram aahyrtdu atM Germ, esmbp h eta rate tlha b ro Isar am the emmm oPared. At am"Des GMbsCD Was a slarderd CD tBw ammo lem. wbraedca0).renews am ER 28. CgtttptCay. MINgEy Currant apppgale YAmfaTARCptrX7a, Yw hell hem Olr Ptnee mlwto spose IFY*u maintain a � ahweged taY m of to mbtramn maaa, Yow achedub aFees WO RU48 +moslaldbalale➢e � hldarre nea.rmM"0 29. maybe Wanted eech>b�od. This proms - Thb Internal a000tmprgl Wren has m 9115e01 on daily us. of PwesaU Your Occould, on how cracks we °Ppe° f� 'hwasm wmtu�ar eo�u�arty ' S0. POLICY FOR PAYMENT OF S. ldanad bepw b aomrs at mares! bm ft CISP01E amamts m ka re then the brahrees day we remhe Olsda tar vw dePmO�norunulr R daPDZmbyaaamaaLWe recentMOIN anCOW Idabl k nchEhmorw based an the embbplyedrad � BYred by Ore appec" breosh oft,,* Fedad Rove Ear* arrd amoucb Wecorgapoodot �Thk bloom b) boards!earYgt t bdepndl coaacted belmm Odereal b Pdd an rOn notvedfl of ire � bd dad brd.,re IBM Wflaabre mearvas. . .51. EUEINEE88AVWgg eAvCBu*OdsYCgp�UNTLYW bsbnce(a)aMeam brbred at ow BMedr4 off'vM end Fade burst. Pbaeerafabymw In do s b0ereaj,Orrek,nkp hbfwraba d Idf C�np �b '� wmt T4mARINGAccOLwTwmrrAT*w YYe me regr*sd wdthn,raim ba b rddn no dOM b aak breeeen (7f oa amomde. wtwrmw UnIm you mermyrfrom arty Yrhreesyou an S& ou rar. =r AT DRNEY. YooWas b aafhame ant direct Lid b as Wake euaWrses Svwfts aeecom* an be a e K I� b IUMM Md WOhout Woo 10 ft aaPPA BM of _ffiPraaaade, MY shade drak wwvf o0w COMMERCIAL �°" 'r TACCOUNT 7%4Na4CTM untbnked wlBWraeab frahmmut for did pffm"t Pam ��amwnb waYmw m bu a t e@ "i 4 8me &wordedforft b Ob Older ofauah WnVa&wwj4,W. off rW a Ppeaad WOO Of Imh 1O1W12off4V4n-kcL 38. 07mm A� w. .. • W However, Yore 1W l0osa Posted du*q a ebbnwrd pedal in 1 awBdreNdeMc...ML� _. ..._ Paw brAN►OERYea mmbM—Im amaad IN rwn4rdaraor aacomPW ' You wAmbembaomptdepodb far a0ad eomrad abbe bYYaLL Wgtdrpyab loco a Eafhe yos loft alma yors 01160 acmurd You must ax13W wy baboon kr Yew Ward awaads b Ob mesh S¢ TRAMSM a mea�F ACC LW S �MOF DEPD8t18: No aedpabh onlyWOh a, prior wrObn coed and CDs we and aabeaada daoreWdd otmr UM, wdsuch coraerrt No may, In Bobmaveaarr ba dfaoae umB Wa bbvedaaanadsd 0 a owmoadL St. LEGAL PROCESSAFFECNND ACCG(JNTLIf as an (aftchorart.O4abhmM,"walwand"b8d ascorad ur�eM (or"w firio eaWHad tlq k GYM ramhe aaYdaapnenl8btpraprala b he bOd PIMM Wailed od sezuam..my u an oldaraquy8q Oa amudw as rat _ and any mvA bond or (bde ) bs dahnaa has Workre 9 to Eb 40VOM clean aom a aaat 40. +CeyONFL r� IWMLLV L:—. =cry da o4 aeaefa 9 Aaohakwm,11os 0 hereby YowAoeaad na,aanym b me** w wa MY. at aedba q q"bm youraommd ud0 you. � sao, WAMA 0a«mea'II bsue a dads made pay" b you kou eaddddrpb9doeach n� Imo"'L� kt bed, cosh or wow," yam. s m"W4110 Ides ant the costs of bN by IWl Outdid hour ad a repel of, womok ww You autwits ue a d to Baeme or 41. CHANGING THIS AGREEMENT. Wa con ahanpe the rebs by. Of the ra aa0yyosvbrbia*r_at+aYtkawNbwB M before dim Y Ow clanOe bot b nyawt, r,i. changewR lake ffi YuweNO llhDO ofnoa;aIIpTIC, dalmor °IOhkOthe 8011111me PmOsd �1�' MP'aVwWOsrna aredflad b w dw8ad apdnd yourdpadO soup, wove o O e rot mIhstyau dpoe0ad was dl�g amr bus twOleaotre0dedbnowycuo<t Pale 10 Of 14 a r 4& WAIVER OFRRINTSByTHE BANK W.'esrNftwdbwow ft ff whwd faw or ewm W MApowwd wMvupgd hW*fcwrre.Arry hMspe rer,ff tr �wr evb dm�bw�ilA bMb dMr • CWWMMM Of06ri tadRehM to madylhe umw mp - AprownenLasraMfl "Wo of#m Pvwbbm ofmh AW@wmrd etast avail aryaboranlr amble etalub ands of laws, be I b be A and mmah In U ftVo and diaLw auib :41labloy FORCE bY�a+�RB yyou W" we dW have I. �PwaBsbw Oabmmnbe udaft A aONBy in or cwAMIQM kwkml ,. i-IN *� ---- aaduebawaes mw; via ndw and as ard�iaw�e AWnwad am CmWdwad du Vmymvbj n 1 Prwbhaa. and apr IN �sbkrt� . 11ma711f�j1 uda #ft AG aszzae(wrpp� mum a adI M 61 or aa7d m cw o vim pv/ded and apons" mm 1• SIGWITOREBRECENEOVIA dsmmlard to W abawd..n.. emu apreanad, - -_—. I—..r IL SPECIAL TEMB AND CONOMOW FOR WIRE vw wboo w edwp S� aap4mca a offtAgMern eland oummada b which and uda b ft POWNdGmed be m� We one end ars Pape it Ml4 M the Ma you b dem whom bahaii Aulhc #Mwe. Ina mmenedon UL EMMMON Pdor Oaymwlt authorized to i b have Men l Psymantobyw Use Ow meats I' NO NUfAeEltS, to the evemsPyrimdo Isr.,....no_. "neadicjwy, bmdkfmva bent rr ss Yen mW W WAWA order BW not be or ..error WeabewID rdy t� 0ft toer0w o kisrai ea PrcPOrWenlYloWon ofrrolbbry, am* 7. INT0ilWCOMPENSA7ION,In%0w MMws non, you dicsfad in OheObaeebleb YOU for intetsd OOOpmestio h wAwi b Awswmt orby OPPSbbb taw. Inbrmt 90 be oatoulaled '(or Noon bae4of the ttvarapaFadmdftndaMile for the Period btYdredyou re,New Ibray ggm tied Wemay.atmfrsob DPW&pay bhtMeetOnnpensagoh ")MbrMeon POymmtetcsWkor(2)byp Boor sOWuntwith us. tattgaoedNb cy of J& YoµY E Wt VNNAT �M. PAYIIENTB. Oldme forth* UWWW agree PeWthU.B.Dc&w YkaMe...r.__ ofU.& a Perm is, you ed on the rrm UY us In good faith wftbo. We may handle mmiciners In arW order mlby yom °W may ferayetMs which ----M+•.. �aww as M. m cur ode dhmetlpn. Imm 84 _ MnIM mmRleS SUTONA TEIM AND f'.ONDIy1pNg CI1T.OpF TDIES. We nmtnmdre=t orders Whore tM lor FOR TRANBACTIOmEAWNO NCUBE(ACN) from drr0b Nne. Any psymmd�ONms mre�req weWdd alley each d*sdlkhM, or On WsWmnd% hcWays far us bank*WN "'You WMbUIDOWACN Wvice. Ns gOmn ee benaemoro m,*g maofthis on efmshalltnatltuNah twere toreodrs the irmdmor the Mda kwWwSYelam to be , aced, WR Mbaded as renefred on w nmdfurule Mrofm dmyn efeWill m MVI., ne dip P dbmnbed 10 Mid belWaen eheas Tents and GbrMieorW end Bib Nor bees TWM mid CoodNots elWp ombd hd dtw W md. nooe"Mto only the wddM POYmOnt Prbf1e edmd0nWhets fom ut, aN ed&M the dhcapsnpy 4. ADVICE OF FUNDS TRANSPENS. hide** OftnftWOadIn wrNnp, M vA not PmWde s O t. SERVICES. The ACH mMonn b be Psrfonrted by us and in OOsIM"i"A a WNh the rube dew ItasatW AdOnWbd .fatMnmd or oonNnromh. kMnadee� VA lnotIfyy y da mcw M bYMro barudw in � ma wnwdod kO MA"�Ib qme kxkda Sa trmtmnNakfl d abObonk oedlt the VMl VPaYmem �nY.,P,�Mybft �abbmad�p..ro�r_W_e�dr�M your perodio'kiimdeyou. a/ 10 each a"'_' do"aFc,w.xe ead7ar deaw enebe Okmkds byeby YOUand Manned #'10 ae Ann Yll d,,,W d��y . ,w/ My the dcor d YOur reo*rde. We eM8 ue aM ed aNm be W _+"meftkW_NACtfA enable far' mbutmeen ud be ar ill mdMMMenmfladnr r t s W B faconkfmbenv a—er._.____ such a dekrL & LDUTATNIN OP LLMULrly eproOOH stPea Net M am be the pod Of any third Pmb'bmkNYt Used by us In eroatl4hp a paymm NOW m Mich *W POOY aMe M d rot M 9ehpe fcraetelwal to hon ?re Unsbb to dMennM boa m Bmopt as ms wmhdhmu reswneble fa comWoemt Wf aeMom proH 5MM MW0sd zn EMNIFICATION. You "for *ur MMWM' A at Belkn, tldPartin sr Aj n folmh arewwad ka aged. We am In It IWe, to gold btrh, ao used, rq oeUch *000, NO L.INDIRECT, EVEN p WE SHALL SP OF SUCH DAMAGE ' m eons* in fndm..nw M sole reasormb Wei Oyproreb In c INS RhMs met 'N amYloes m age awwar em ACH Doe owdomdbwMMe" be mods to M Mr hWA*Wt p rice ormNpe famon. YOmS deu mh me CH OwvkM In our mtl Paps 12m 14 d"ay maifth aMa to deenwd lo M pw,4*m of trernnd EObM byenem ufb eFACH ME& You agree wen Wb- tlreRrieaYouetletwaamnotrepuolrsdtNowe* with gos brfmrtaYm. hnbad, may ray mat the br)Nmatlorr hmMhetl y°u Is ate . awhoaro end Methane,b the RWw. by '4. OFFICE OF►ORDW ASSETS CONTROL(OFAO), Tim ACH ay ba, buryMbeandbproem tram CoomeInVtrdagoeoft7FAC allrod0rralaclad �criginatom � ncepension. n W blmwda errsidlss. �� Inilermason .Y�ch we bpOWtleuer d ErWas Stl pro. t ym hdmd toNn mrDde 00 ormB ���ed by Rue.. PwMbad by tlq RWw. $• CANCfl=A7bN.Aa41DNENi AND MJECTION OFMTFJE , A- an Annamb"rd. You wN hers no d$Id to 4MWus. 4 MOM of al0p w. ens rrPayment of an entry ahara, immahe Wort, to adhe reoWpl by auch agwd by W Prior to rwhimi l to the ACH b the mdenta proVNetl trr Ades $even of tM Rules, a, N Bra ome of en EraW3v...... !�______. B. by Bank Wo have the right to r*)ad may.et!alanceIn oplion, r)err Entryl maw collectorb day b 11Dh law transmitted by us to the ACH. we wbl have no b Aadhaaft Moen glum arc o iambi forhenN. C. Rejection byACtt. We h. a limit on To. '"'rM111e1Yv er 10melts turn Entry; PDNtled, howem, that wae�drs boadiscrepancy�Y'Entry when in the WA* a akdWn by HIS ACM NhW hear Man arto bEn�gw�p Molln! L It. Entry. Perrota Make of ash O. UDaathaDW ACH Trarrmom,. Yyou aMft p o yo r me Mm"Lm rwm ulled aknn When ben aii... +a tha el w1 Babe ecimpany.Aotheragmand the originating d Abrorgm atu etbe OWNWchad between 7t cdoll 7. RETENTION OFtNFORRATION AND AUyfKMU..RON8. You ahab retain and Prenft to u% upon our requeA m remake any Entry for thp, Erdhi Dale of an Erdry For 0,hss(3)daya alarms imomnim w� the EbecmzawNab aeare ramwiT�sad Entry D, toyeranion ,, Your b en WE ramb an odgkral a Copy + ch hr 'A,,.® r"Ve""don for Vacation Of suchseen the date aYNh a & tNCON818 SNCy OF HAMEAND ACCOUNT NUMMMyou tlGIMIaFbdgs and ogees ihW ban Entry were b dewreo the 80001211 number. peyro mo/p�re inconabeenly q`�a � m&� benErs aaoentrrurn6ar avenbbakme Av amber Wentlbw s peaad aardfly drRaard ban to premed aentl bretyaaobbpdon busfatheerrnent vrw 6dry ehali notMwe ermtlbeudhby 0. $ECURRYPROCgDUM. A. AWeana l to ftaft prOwdOf Your aK You arrtl wa $ery you and we haas gs m � lbr the rocedures�(here4�r •9e0Mb ptbp .� � as thaw VW we will u"ow to Vertlythe(Emdw ere OerreaarW VWYo r Frooedaw ow be ouauras that awn $emNy >� aatraanalanoea you WM initiate, lisepwricy We � ACHBrtry � EMc�wMa Dale harmreNWmh of Mar yen agree fhW rwn gngm Ned" jom,4 Room theWSJ am hew amared and ens may C' C* tl WAM'y Of tiewrdbF Noseclun . You agree b Procedures Pmadmw rarlberd I eranmmdegoaa tln AuthdrInd Represerdisms. it RsPrawDmare, have mown toMlinm ttedthe Smutty Fn ooftn may herehew,kamedorMkrhoaar an $aV T$Mrtd Bi earfioealaraambhm�ailk". D. Mocilleflon of a-0-ftAll Viand by mad inatna:&M b dedeba #byou lerteed (owed us wrmwhich You shW Yenredeldt. sendw dd. you RETURNED Eirnma We wig uq rmrwift Of MMIPt aof a returned Emy. We wN m� You kwwnd rekrtrwd Entry ummn we Mrs ennead abmwya N afire mMDaN tMeAwaOd(e)bray arnamd aoWad by ="hove aka"� by us for l aVim* *abed payment born you. ON4d$ ENTRIES. Brwpl w pm Mvd in Bn Rhiee mid Baca Tama Inumn8l and WoBn MO of an OIL% 5*Y received by us for ova Me aBenelfdsyhRienlrKa account In the PvAded moae the Mcildremente of BbY en the Your a 081e aarldkNd b Noah Entry World rrw raeeanbia obarta m MOM ter met we to4wingNmch � Entry On as r=wd�e 13. COLLECTED FUND& A. CaedR EnMta. When you Inhale a Credit Entry, yw WNW -WO good Mbcbd f rrba in M AhMCrtred AWOLRft bxmw MY Credit IMINUM20OPMaldhe WPM1abbgrA*mBrmyhtwm aRwyw deb. F'or the pmlwees of shell pushma and •� hrnde' d mean MMa stlbjedb trraneraete wWldmweL B. DOI Entrba When Vail, mi ,a A dam F�..... mided you to ft wmmnttheeof a TOL I bs to MY Mich 14. AUTHORQ/L7RM VMRRAW. Wch roao to e� Entry au bayou rtpnaentarm wonM tow Umb A. AuthorMd. The Maployaa oroum pMeon or=* Rr PPOsef toOw mid dreE have mtwdnd auto Entry In wftV Prlw b gts mtmhtdm 1hMOW to w and eagh OLMOdtaMon shd haft been droott a et be Drn ofdebacy or twmn*W of UM arsscomptwwaofthe Entry byEnhytlro BSm"o bresjd rerne6h FWCMvbe* B. EvkMnm YOU W 21 mabrbN wrpbn sddsnce of VJOMMwtB&m In aoomdann wNh d appppble taws• rayabtlons and eB fumbh uswlh a copy M requededby UK ant • G Amn"j. The Entry and°mdombtoeb bWopmbnthe cbllpaOorm owed by you to the 15. TELEPNONUNIMTED EWMm. vft respect to tebplene. Meted Entnties. ymr admowbctgg and apes suet you aealow the g wa MaEOM cbtrgsibm Md you Mgwr eptaesnt and A. btfetmagshm You dwo have dwdmtd the LNnmadon required esbyth Ibdes to the ocwwwr du&V the WephaB. CeMbmaden. You ensue have tape mcordw the telephone conversaflon madwrtiong the Provided iv Ile, cmv&m gar Mya authmtrOon as mquhad by the Rtdes. G Vwmc@d m You dial hum vormad de conwtnees Mffft and muting nurrtt w as wago the Reaehef s teaMakes on your pert to wn*W M um mulled In such by you to the extent gat yourbems Asdaaa Wach"N aw*a DstiwalOmvANOWO-Aftffibm FDI0.Vadmb Is • npbbwtadmatr af Wad4vbcmpoatlla unu Ohm" 10. INTME UNMATED ENTRIES With reaped tohdwr�d�tBtted F Entries ME8 lea" 1. you agree dint you WB natrddn en WW"*MVtY Omt1°ee1e rB*dmd�tlw Rules ed spwft &v.. a mr� and y acpse to mviyvft such OtposmO trmtre. 1T. YOUR LU UTY. YOU an ehd Md be respormM ft 7 tees. cosh inounad. andforale6na node *pled w bryaa IdWreb pdcr Yx•woparpe�un�,a+�mgonJ��{y_�_rovwmot I b the Rscdvar,&WWgj apmoplate wtd wjm drqune bl Map*") and ogler prommuss ewtpMyMl by WON80 yy ykralto�p� Bmey supba ar mu= doom wft When requested by uL IL LBRTATH*OFLIABErryANDDIDgMNn:MATION .You honer ICJ Bey a" per y w in eeae berry atone by= 0 Poo 14 of 14 mr M CHANGES TO DEPOSIT AGREEMENT AND DISCLOSURES FOR COMMERCIAL ACCOUNTS #1 is subject to the Depository Services Contract with the City of Denton, the Request for Proposals, and Wachovia's Proposal. #2 90 days #3 180 days #4 Any notice between the parties will be considered effective when delivered in accordance with Article 11 of the Depository Services Contract with the City of Denton. #5 To the extent permitted by law, you #6 However, no rule change shall effect the terms of the Depository Services Contract with the City of Denton, the Request for Proposals, and Wachovia's Proposal, without the written consent of Client. #7 , the Depository Services Contract with the City of Denton, the Request for Proposals, and Wachovia's Proposal. #8 To the extent permitted by law, #9 negligent act or omission, #10 , including the Depository Services Contract with the City of Denton, the Request for Proposals, and Wachovia's Proposal, #11 on #12 three (3) CITY OF DENTON, TEXAS By: C WACHOWA BANK By. Copies of the most recent 2 FDIC call reports are included under Tab 20 of the Appendix (only in the original copy of Wachovia's bid response binder.) Otherwise, these documents are available through Investor Relations at www.wachovia.com. E