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HomeMy WebLinkAbout2000-038ORDINANCE NO i OOO' 0 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON DESIGNATING A DEPOSITORY FOR CITY FUNDS FOR A TERM BEGINNING MARCH 1, 2000 AND ENDING FEBRUARY 28, 2002, AUTHORIZING THE MAYOR TO EXECUTE A DEPOSITORY CONTRACT WITH TEXAS BANK AS THE PRIMARY DEPOSITORY, AUTHORIZING THE CITY MANAGER AND OTHER CITY EMPLOYEES TO TRANSACT BUSINESS WITH THE DEPOSITORY, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City of Denton has notified all the banking institutions within the City of its intent to receive applications for the performance of depository services and the custody of City funds for a term beginning March 1, 2000, and ending on February 28, 2002, with three possible one-year extensions of the Contract not to extend beyond February 28, 2005, 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 Texas Bank has submitted the application offering the most favorable terms and conditions to the City for the handling of such funds, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS SECTION 1 That Texas Bank is hereby selected and designated as the primary depository for operations and payroll accounts and banking and depository services beginning March 1, 2000, and ending February 28, 2002, with three possible one-year extensions of the Contract through February 28, 2005, in accordance with Chapter 105 of the Texas Local Government Code The Mayor, or in his absence, the Mayor Pro Tem, is authorized to execute a depository contract with Texas Bank, substantially in the form of the attached Contract SECTION 2 That 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 SECTION 3 That the following officials Michael W Jez, City Manager, Rick Svehla, Deputy City Manager, Kathy DuBose, Assistant City Manager for Fiscal & Municipal Services, and Diana G Ortiz, Director of Fiscal Operations, are hereby authorized to transact business with the above listed institutions regarding daily banking transactions or investments for the City of Denton SECTION 4 That 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 That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the day of 2000 JACK ER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY � d OVE AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY M. F \shared\dept\LGL\Our Documents\Ordinances\00\depository ordinance doc DEPOSITORY SERVICES CONTRACT STATE OF TEXAS § COUNTY OF DENTON § ARTICLE 1 SELECTION AND TERM Texas Bank, hereinafter referred to as "Depository" at P O Box 760, Weatherford, Texas 76086, 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 March 1, 2000 and ending February 28, 2002 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 60 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 February 28, 2005 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 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 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 Page 2 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 November 29, 1999, 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", 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, and Exhibit "D", Cash Management Contract, which is also attached hereto and made a part hereof 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", "C", and "D", third, Exhibit "C" controls over Exhibits "B" and "D", and fourth, Exhibit "D" controls over Exhibit `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 documentation provided by Depository, provided that all other interfaces (e g, hardware, Page 3 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 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 Michael W Jez, City Manager City of Denton 215 E McKinney Denton, Texas 76201 DEPOSITORY Texas Bank Gwen Chick P O Box 760 Weatherford, Texas 76086 Page 5 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 I" of February, 2000 by the duly authorized officers of Depository and City CITY OF DENTON By Date 414019 Name ( Jack Miller Title Mayor Address City of Denton 215 E McKinney Denton, Texas 76201 Page 6 ATTEST JENNIFER WALTERS, CITY SECRETARY BY A OVE AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY TEXAS BANK By �S1MQ y� (.t.Y�- Date c? / 010 AUTHORIZED SIGNATURE Name (Print) 6we1J C411L1` Title CkiCE FjNA1UC1AL6F1;IC-fP - \\CH LGL\VOLT\ ared\dopt\LGL\Our Documents Contrncts=\DEPOSITORY CONTRACT doc Page 7 ORDINANCE EXHIBIT A DEPOSITORY PLEDGE AGREEMENT -18- k_ ) DEPOMORY PLEDGE AGREEMENT Whereas, City of Denton (hereinafter called "Depositor") has selected a bank chartered by the State of Texas, (hereinafter called the "Bank% as a depository for certain of its Tunds in demanddeposits and/or imarest•bearmg nine deposits entitled as follows Account Name (s) Employee Claims Account OperaungiAccount Uulity Stalling Fund Payroll Account Rehabilitation Commission Transportation Grant CDBG Commercial Development Block Grant Control Concentration Type of Account Public Funds Checking Public Funds Checking Public Funds Checking Public Funds Checking Public Funds Checking Public Funds Checking Public Funds Checking Public Funds NOW Checking Account Number and such additional accounts as Depositor may from time to nine designate, and the Bank desires to be the depository of such funds, and WHEREAS, any and all cash balances in any funds deposited with the Bank must be continuously secured by a valid pledge to Depositor of certain securities (being herein called the "Approved Securities") Approved Securities shall mean all securities which under the laws of the State of Texas, can be used to secure the deposits of Depositor The aggregate market value of the Approved Securities shall be at all times be, exclusive of accrued interest, equal to or in excess of the total fiords of Depositor on deposit with the Bank, to die extent that said funds are not insured by the Federal Deposit Insurance Corporation NOW, THEREFORE, for value received and in consideration of the mutual promises and covenants herein contained, Depositor and the Bank agree as follows Depositor deposits shall be secur dean¢ Bardtt hereby grants a security interest to Depositor in all Approved Skcurmes held in safekeeping at I - the "Safekeeping Institution") Except as provided in paragraph 6 of such Approved Secnrities shall be subject only to the joint instructions of both (a) authorized individuals appointed by Depositor, and (b) specifically authorized officers of the Bank The Depositor shall provide to the Bank written notice and specimen signatures of authorized representauves of Depositor on Addendum A of this document for the purpose hereof, and thereafter written notice of the removal from or addition to the existing names of such authorized representatives The Bank shall provide to the Board of Directors of Depositor or its authorized representatives written nonce and specimen signatures of authorized officers of the Back on Addendum B of this document for the purposes hereof, and thereafter written notice of addiuon to or removal from the existing list of names of such officers Addendum A and Bare attached to and made a part of this agreement as if written word for word herein e 0)18C l of 8 k 2 The Bank may make additions to or tubsunmons of Approved Securities from time to nine and may withdraw excess Approved Securities, with the amount and character of the new and/or remaining securities to be subject to the approval of Depositor If the Approved Securities, so proposed for substitution are of the kind, character amount, and value required by law, such substitution shall be permiaed If approved, the substituted Approved Securities shall thereafter be subject to all the terms and conditions of this Pledge Agreement as fully as if originally incorporated herein 3 Contemporaneously with the execution of this agreement and at the time of the substitution or release of anv or the Approved Securities, the Bank shall execute and deliver in Depositor a Memorandum describing the Approved Securities deposited to or withdrawn from the securities held pursuant to this Agreement 4 The Bank shall not be obligated to accept interest bearing time deposits of Depositor in excess of S20 000 000 (twenty million dollars), but may choose to accept such deposits at its discretion 5 The Bank shall faithfully do and perform all of the dunes and obligations required by the laws of the State of Texas for depositories of Depositor, and shall upon presentation pay all checks drawn on it by the duly authorized representatives of Depositor against collected Inds of Depositor on demand deposit, and shall at the expiration of the term for which it has been chosen as depository of Depositor turn over to its successor all funds, property and things of value coming into in hands as depository 6 Upon default of any of the Bank's obligations hereunder or upon insolvency of the Bank or upon the appointment of a receiver of the Bank and at any time thereafter, Depositor may sell at public or private sale the Approved Securities or any part thereof and apply the proceeds of such sale to the sausfacuon of any indebtedness caused by virme of said default This right is in addition to other remedies which Depositor may have under this agreement and without prejudice to its rights to maintain any suit in any court for redress of injuries sustained by the Depositor under this Agreement 7 The Safekeeping Institution named herein hereby agrees to hold all Approved Securities deposited with it pursuant to the terms of this Agreement and to deliver them in accordance with the terms hereof Additionally Safekeeping Institution agrees to serve as collateral agent for Depositor to the extent necessary to allow Depositor to perfect its security interest granted herein in the Approved Securities 8 This agreement may be terminated by either the Bank Depositor or the Safekeeping Insmmnon by gin mg shim (30) days prior written notice to the other parties, by giving nonce to the following persons at the tollowing addresses Depositor City of Denton, Texas Michael W. JezCity Manager 215 East McKimey Denton, Texas 76201 All applicable provisions and requirements of the laws of the State of Texas governing depositories for Depositor shall be a part of this Agreement 10 The validity, operation, and performance of this Agreement shall be governed and controlled by the laws of the State of Texas, and the terms and conditions of this Agreement shall be construed and interpreted in accordance with the laws of this State Venue for any proceeding brought for any breach of this Agreement shall be in Denton County, Texas ATTEST DEPOSITOR BY CITY OF DENTON, TEXAS NAME Wrs TITLE C tv Secretary BY NAME lack Miller TITLE _favor "Aw ac 2 of 8 BANK ATTEST BY NAME ATTEST BY NAME APPROVED AS TO LEGAL FORM HERBERT C PROUTY, CITY ATTORNEY BY "AO) SC 3 of 8 TEXA-S BokWr� A Bank Chartered by the State of Texas BY CSU�I� NAME GWEN GHlclr— TITLE CNtk-P FINANCIAL. OFGIc.CA. SAFEKEEPING INSTITUTION A Baak Chattered by the State of Texas BY NAME TITLE Ordinance Exhibit B V November 29, 1999 Mr Tom Shaw Purchasing Agent City of Denton 901-B Texas Street Denton, Texas 76201 RE Depository Bid Dear Mr Shaw Please find enclosed the completed depository bid submitted by TexasBank If you should have any questions regarding the bid or need additional information, please teel free to call one of the following contact personnel Gwen Chick, CFO Randy Robinson, Banking Center President (817)598-2323 (940)383-8225 Denton South Banking Center We look forward to the opportunity of continuing our relationship with you and the City of Denton Sincerely, Gwen Chick Chief Financial Officer GC/mys enclosures REQUEST FOR APPLICATIONS FOR THE PERFORMANCE OF DEPOSITORY SERVICES CITY OF DENTON, TEXAS NOVEMBER 1999 RFSP# 2432 OPENING DATE: December 2, 1999 TABLE OF CONTENTS NOTICE TO APPLICANTS I I INTRODUCTION 2 II CALENDAR OF EVENTS 3 III CRITERIA FOR EVALUATION 3 IV BANK QUESTIONNAIRE 4 V ACCOUNT DESCRIPTIONS 5 VI SAFEKEEPING/COLLATERAL REQUIREMENTS 9 VII OVERDRAFTS 12 VIII INFORMATION SERVICES 13 IX OTHER STIPULATIONS 14 X OTHER MISCELLANEOUS 16 XI PROPOSAL INSTRUCTIONS 17 XII SUBMISSION CHECK 17 NOTICE TO APPLICANTS Sealed application proposals will be received by the City of Denton, Texas at the office of the Purchasing Agent, Tom D Shaw, located at 901-B Texas Street, Denton, Texas, prior to 2 00 p in , on December 2, 1999, to purchase the following listed services as per application instructions and specifications The award of the successful application for Bank Depository Services is expected to be made by the City Council the 15th day of February at 6 00 p in in the City Council Chambers at City Hall located at 215 E McKinney Street, Denton, Texas, 76205 RFSP # 2432 - REQUEST FOR APPLICATIONS FOR THE PERFORMANCE OF BANK DEPOSITORY SERVICES (RFA) Qualified prospective banks, savings associations, and credit unions, may obtain copies of the RFA invitation with information to applicants, sealed proposals, plans and/or specifications at the office of the Purchasing Agent, located at 901-B Texas Street, Denton, Texas in the Purchasing/Warehouse portion of the Service Center complex The City of Denton, Texas reserves the right to reject any and all applications and to waive defects in applications Minority and small business vendors or contractors are encouraged to submit applications or 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 Monday, November 8, and Monday, November 22, 1999 ME I. INTRODUCTION The City of Denton, Texas (City) is seeking competitive 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 years beginning March 1, 2000 and ending February 28, 2002, with a provision for three additional 1 year extensions up to three additional years or five total 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 ninety (90) days for the transition to the new Bank depository provided no extension period may cause the total contractual term to exceed five years or any other maximum term provided by the applicable provisions of Chapter 105 of the Texas Local Government Code 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 • To seek a Bank that is both capable of providing high quality 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 The Texas Government Code, Chapter 2257 and all other applicable laws This Request for Applications for the Performance of Depository Services (RFA) 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 RFA may be reason for the City to disregard and reject the proposal Any terms in this Request for Applications that 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 RFA and state law by a bidder should be noted in such bidder's proposal form Applicants will be required, if awarded the depository services agreement, to execute the documents substantial in accordance with those attached as Exhibits A, B, and C, unless applicants note in their applications 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 Applicant's reply to be considered for evaluation Attachments will be appropriate in order to answer some of the enclosed questions Questions regarding this RFA may be addressed to Tom Shaw, Purchasing Agent, c/o City of Denton — Purchasing Department, 901-B Texas St, Denton, TX 76201, FAX 940-349-7302 Questions must be received by the City no later than November 22, 1999 -2- II. CALENDAR OF EVENTS Target Date Description of Events November 1, 1999 RFA sent to all banks located in Denton November 3-14, 1999 Advertise Bank depository notice requesting submission of applications in local newspaper December 2, 1999 Receive RFAs from interested Banks December 20, 1999 Review recommendation with the Investment Committee February 15, 2000 City Council to award contract March 1, 2000 New bank depository contract period begins April 15, 2000 Complete transfer of all funds from old to new depository M. CRITERIA FOR EVALUATION A The City staff will review the submitted RFAs carefully The recommendations will be based on the RFA determined to be best on behalf of the City and the taxpayers The following areas will be considered in the evaluation of the proposals WEIGHTED PERCENTAGE CRITERIA • Ability to perform the requested services 30% • Agreement to points outlined in this RFA and Contract 10% • Lowest aggregate cost of banking services 25% • Rates paid on NOW accounts 10% • Financial condition & ability to meet collateral requirements 15% • Safekeeping/collateral agreements accepted 5% • Quality of all reports requested 5% -3- B In order to be considered the depository must be a federal or Texas -chartered bank Each proposal must provide the following information 1 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 statement 8 Availability of funds schedule 9 Proposed collateral agreement 10 Proposed custody/secunty safekeeping agreement 11 Cash Management Agreement 12 Any additional contracts or agreements requiring City approval (positive pay, ACH, etc) 13 RFA documents including fee schedule 14 Daylight overdraft policy 15 Community Reinvestment Act performance history for the Denton community for 1998 C All RFAs must include a completed fee schedule in the form provided Only the charges listed in Section V B Fee Schedule 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 Years 3, 4 and 5 fees may increase by a percentage no greater than the total annual increase of the 1999, 2000, 2001 Dallas -Fort Worth Consumer Price Index — All Urban Consumers as measured by the Bureau of Labor Statistics An account analysis must be forwarded to the City within 7 business days of each month for review Upon review and any necessary corrections, the City will authorize a debit to its General 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 descnbed in this RFA 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 E Two (2) Texas local government references for Cash Management services including persons to contact and their respective phone numbers are required with this RFA 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 chartered9 State What percent of current loans are classified as non -performing? 13 % Does the Bank have any significant problems noted by regulatory agencies in the past twenty- four (24) months? If "yes", please explain No 4- 4 Indicate the Bank's capital to assets ratio for the last five-(5) years * See below. 5 What was the Bank's 1998 return on assets (ROA)7 1.16 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 bank9 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(s) throughout the proposal where applicable TexasBank has two full service banking centers in Denton From the customer's perspective, they may deal directly with the banking center for all services, or directly with the main bank, whichever they V. ACCOUNT DESCRIPTIONS choose. A General The City intends to establish the following Bank accounts Employee Claims Account Operating Account Sinking Account Payroll Account Rehab Account Concentration Account SPAN CDBG Account Zero -Balance Account Zero -Balance Account Zero -Balance Account Zero -Balance Account Zero -Balance Account Super Now Account Super Now Account Zero -Balance Account The City reserves the rights to open or close any number or type of accounts throughout the period if necessary although no changes are anticipated * Capital to asset ratio* 12-31-98 7.63 12-31-97 7.52 11-31-96 9.34 12-31-95 8.91 12-31-94 7.91 - 5 - B Fee Schedule for Services The Service that should be made available to the City includes, but are not limited to the following Service Description Approximate Service Fee Total Fee Monthly Per Item Monthly Activity Account and depository services - Account maintenance 8 accounts 5.00 40.00 Zero balance account maintenance 6 accounts 5.00 30.00 Debits posted 3,000 .055 165.00 Credits posted 700 .10 70 00 Items deposited Onus 750 .04 30.00 Foreign items 12,000 .025 300.00 Cash Management 1 No Charge 0 Account Reconciliation Partial (without positive pay) 3,500 No Charge 0 Full (without positive pay) 3,500 No Charge 0 Positive Pay Partial reconciliation with positive pay 3,500 No Charge 0 Full reconciliation with positive pay 3,500 No Charge 0 Item No charge except .50 for eaFD3ec Transmission No Charge 0 Serial Sort Item 3,500 No Charge 0 Monthly minimum 1 No Charge 0 CD ROM Check imaging 3,500 Not available * UO Ctft(,'L Disk 1 Other account and depository services Controlled disbursements Monthly maintenance ) $100 per acct 100.00 Report Checks paid .13 per item Other Funds transfer Incoming 0 0 Repetitive (outgoing) Domestic 34 5.00 170.00 Internal 1 0 0 Non -Repetitive (outgoing) Domestic 1 5 00 5.00 Internal 1 0 0 Mail advice 0 0 Other 0 0 Security clearance/safekeeping FRB transaction 6 15 00 90.00 DTC transaction 12 15 00 180.00 Account maintenance No Charge Safekeeping (per issue) Monthly marked to market report No Charge Other * Statements & images are not av@-tlable via CDROM, however, these will be available via the interiie� iaa ZUUO at no charge - tUkmme.✓z Service Description Automated Clearing House services Debit/Credit Origination Data transmission Return notice Maintenance Other Collateral Services Required $4 million market value (per month) Additional $1 million market value (per day) Monthly marked to market report Other Balance and previous day reporting Debit/credit reporting Terminal Other Vault Services Change Order Coin Currency Deposit processing Other Other Services Automated stop payment Automated stop payment inquiry Insufficient funds Return item Redeposit reclear Automated tax payment Deposit correction Debit/credit adjustment Other Approximate Monthly Activity 2 1000 1 1 50 1 List any other applicable bank charges None. Service Fee Per Item 15 00 .04 No Charge No Charge No Charge Total Fee Monthly 30.00 40.00 0 0 No Charge No Charge No C arge Pass through transaction charges No Charge 0 No Charge 0 No Charge No Charge 0 No Charge 0 No Charge 0 No Charge 0 No Charge 0 No Charge 0 2.50 125.00 2.50 2.50 No Charge No Charge No Charge No Charge NOTE Under a direct 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 0 0 0 0 Yz Automatic Payroll Deposit is a service the City offers its 1,000 employees The Bank would be required to produce bi-weekly payroll transfers from a magnetic tape furnished by the City in ACH format for the transfer of funds directly to the employee bank, savings and loan, or credit union account The City's net payroll is approximately $930,000 each pay period The City requires immediate notification of all rejected items State whether the Bank would offer any type of special checking, money market, or loan account for the City employees The City also has approximately 800 utility customers that are drafted monthly for payment The City transmits data to the Depository by direct transmission via the City's computer system This is a required service of the Depository Finally, the City also has ACH transactions for state and federal governmental activities Please state the Bank's procedure for this service, and, list the appropriate cut-off times that would apply See Attachment C. 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 treasures, 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 See Attachment A. The City intends to pay for all account services provided by the Bank as set forth in the Fee Schedule 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 that 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, average collected balances, interest rates and the amount of interest paid or credited to the account These fees are not subject to change for the length of this contract Please submit a sample of the monthly account analysis statement that will be provided and paid monthly The City desires to receive same day credit for all funds deposited by 3 00 p in The funds should be investable for any investment transactions that can be executed If not invested, the funds should earn interest at the rate being paid for Super NOW accounts Please attach availability schedule Identify the name and deposit location that will receive City deposits for this purpose, if applicable Use a separate attachment if necessary 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, 1999 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 See Attachment A. The City will require the Depository to issue stop payments upon telephone or online notification from authorized City staff The method of stop payment is at the City's discretion The City will provide all required stop payment information The Depository will provide the City with hard copy confirmation of each stop payment Please specify any other services available to the City of Denton, which may be thought to be beneficial, or that may apply to the City State all related fees VI. SAFEKEEPING/COLLATERAL REQUIREMENTS As security for the deposits of the City of Denton, the Bank shall pledge to the City securities equal to the largest total balances the City of Denton maintains in the Bank Certificates of deposit and other evidences of deposit shall be collateralized at 102% of market value by U S Treasury Bills, Notes, and Bonds with a remaining maturity of three years or less and at 102% of market for other securities The securities so pledged, the amounts thereof and the time for pledging same must satisfy the requirements of Texas Local Government Code Chapter 105, as amended including, without limitation, any applicable solvency or bonding requirement The City will accept as collateral for its certificates of deposit and demand deposits only those securities identified by the Public Funds Investment Act as eligible investments Additionally, U S Treasury securities shall be the primary securities accepted as collateral The following investment securities are approved for collateral 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, Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation or Federal National Mortgage Association, and 9- 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 a 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 2a IFT�1! 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 Director of Fiscal Operations of the City of Denton Written release by the City is required for all releases or substitutions of pledged accounts D Renortma 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 of Fiscal and Municipal Services, Director of Fiscal Operations, or a designated representative This report should reflect the following information as of the end of each month and be delivered to the City by the 5`h business day of each month Total pledged securities itemized by • Name • Type/Descnption/Cusip Number • Par Value • Current Market Value • Maturity Date • Moody's or Standard & Poors Rating (both, if available) 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 Manager of Fiscal and Municipal Services, Director of Fiscal Operations, 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 -10- 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 See Attached. Federal Home Loan Bank of Dallas. The City will reimburse the depository Bank for any safekeeping charges, if any Specify the safekeeping char gIsthatwillapply _$15.00 per pledge., Federal Home Loan Bank of Dallas charges TexasBank $15.00 per pledge. 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 $1,000,000mimmumrequirement $ pp No maximum; however, a 24-hour notice is requliedIlTroRledges requirements exceeding 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 1� r 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 a 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 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 RFA Safekeeping confirmation of all City security transactions will be issued and mailed to the City within two business days of settlement Written communication of all security call and put option notices will also be mailed 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 from safekeeping bank within seven working days of the end of each month MIR 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 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 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 Should an overdraft occur in the aggregate, the following stipulation shall apply 1 The maximum number of days the overdraft will be allowed is five 2 The maximum amount of the net overdraft to be allowed will be $ 1 million The interest rate charged for overdrafts will be pr>_me per annum computed on the actual day basis less 200 bp- [MOMM.• i The City will attempt to avoid daylight overdrafts Include the daylight overdraft policy in the proposal and answer the following questions How does the applicant define daylight overdraft's If funds are to be received (security transactions, wires), but have not been credited to the City's account, could a daylight overdraft result9 If a daylight overdraft occurs, what is the policy on such an event and what charges, if any, would be assessed to the City9 (Include all charges in the Fee Schedule) TexasBank defines a daylight overdraft when unsettled debit transactions exceed unsettled credit transactions TexasBank will allow a daylight overdraft up to $1,000,000 without charges -12- VIII. INFORMATION SERVICES 1 Monthly statements on all accounts showing overall activity shall be mailed within five (5) business days after the close of the calendar month Statements shall include deposits made on the last day of the period Statements should also include sorted deposit slips, sorted checks, all debit and credit slips, and wire transfers The accompanying checks shall be arranged in ascending numerical order for the Operating and Payroll accounts All other account statements should include debit/credit advices that 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) The City is considering the use of Full Account Reconciliation in conjunction with a positive pay arrangement whereby a list of all checks issued by the City will be transmitted or faxed to the bank prior to releasing the checks for payment The Bank will match all checks presented to the issued checks file and pay only those that match and notify the City of any items presented that do not match to receive further processing authorizations Identify all applicable costs on the Fee Schedule for these services No charges. 2 The Depository shall also provide the City with a magnetic computer file of the cleared checks for each account The file is to be transmitted by modem or sent on a diskette Each debit or credit item, other than checks and deposits, shall be supported by a written explanation identifying such item Requirements for the file will be provided at a later date The City is considering the use of full account reconciliation Both full and partial account reconciliation, with and without Positive Pay, are included on the Fee Schedule The City will choose one of these services All paid checks shall be returned to the City monthly, sorted in serial sequence along with the monthly statement A major objective of the City of Denton is to become less paper oriented One of the areas in which this objective can be achieved is to archive cancelled checks on a medium such as CD- ROM This process should allow the City to search for cleared checks and print the image of a cleared check Consequently, the ability of the bank to provide innovative cash management products is an important criteria for evaluation (If this service is selected, the serial sort of checks and the return of checks may not be a required service) The City may require certain format specifications of the data for the compact disc Please include any software costs associated with this service in the fee schedule section The City may require a demonstration by the Depository of this service 13- IX. OTHER STIPULATIONS The Bank will notify the City in writing within ten (10) days of any changes in Federal or State regulations or laws that would thereafter affect the depository agreement The Bank shall also notify the City of any new services that become available to the City throughout the contract period 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 The Director of Fiscal Operations or the Cash and Debt Administrator 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. The City requires that a copy of all debit and credit adjustments be mailed to the Director of Fiscal Operations with supporting documentation, as the entries are made throughout each month 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 record the entries The City shall not be responsible for the cost of credit and debit adjustments necessitated by bank error & The City requires daily on-line reporting of ledger, collected and available balances, as well as all credit and debit totals for all accounts for the previous day's transactions This information should be available by 8 00 a in CST MOM, . �,,-, Bank statements or statement activity shall be rendered within 5-7 business days 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 14- ;•, •EMIR .. 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 .t"i- F� : - T. , 0 . The Bank will submit a copy of the last audited annual financial statements and the subsequent quarterly supplements along with an annual year end uniform Bank Performance Report The 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 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 The City requests that all research requests be turned around within three (3) business days of the request 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 notification of all return items in excess of $5,000 Lown-71MM,, _ i Please provide a schedule documenting the transition of transferring the City's banking services from the current Depository to your institution Transition of all funds must take place within 60 days of the date the depository contract is awarded Several City departments require coin and currency change orders The Depository shall provide a cost-effective change order system for coins and currency, and give the change order to the City's armored delivery service The City's account shall be debited on the day the change order is released to the armored delivery service Please specify any advance notice requirements greater than 24 hours- is- Depository errors resulting in lower City balances or reduced earnings shall be corrected by the Depository to the satisfaction of the City The method of reimbursement or correction shall be mutually agreed upon by the Depository and the City In order to comply with our Y2K efforts, all applicants shall provide a warranty that all their banking and financial systems are Year 2000 compliant that reads "Contractor warrants that each hardware, software, and firmware product delivered under the contract(s) 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 Contractor, provided that all other interfaces (e g , hardware, software, firmware) used in combination with such product properly exchange date data with it If the contract(s) requires that Contractor's products must perform as a system in accordance with the foregoing warranty, then that warranty shall apply to Contractor's products as a system The duration of this warranty and the remedies available to the City of Denton, Texas for breach of this warranty shall be as defined in, and subject to, the terms and limitations of Contractor'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 the City of Denton, Texas under this warranty shall include repair or replacement of any Contractor supplied product whose non-compliance is discovered and made known to Contractor in writing Nothing in this warranty shall be construed to limit any rights or remedies the City of Denton, Texas may otherwise have under the contract with respect to defects other than Year 2000 performance " X. OTHER MISCELLANEOUS The City 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 The final appointment of a depository Bank will be made by City Council of the City of Denton This RFA will be duly noticed and 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 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 16- XI. PROPOSAL INSTRUCTIONS Sealed proposals clearly marked "Request for Applications for the Performance of Depository Services" should be delivered to Tom D Shaw, Purchasing Agent, Purchasing Division located at the City's Service Center, at 901-B Texas Street, Denton, Texas, no later than 2 00 p in , December 2, 1999 to the attention of Tom Shaw Purchasing Agent 901-B Texas St Denton, Texas 76201 NO RFA WILL BE RECEIVED AFTER 2:00 P.M M.,pTerITIT-well The proposing Bank should use this RFA 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 If a service requirement cannot be provided by the applicant, term "No Proposal" should be entered on the Fee Schedule for Services for that specific service requirement In the case of a "No Proposal" remark, the applicant may offer an alternative equivalent service for the City's consideration 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 t :_ The City reserves the right to reject any and all RFAs XII. SUBMISSION CHECK A "RFA" with fill -in -the -blank format B Sample bank statement C Availability of funds schedule D Sample daily balance report E Sample monthly collateral report F Sample collateral agreement G Sample custodial and safekeeping agreement 17- H Sample controlled disbursement agreement I Sample wire transfer agreement J Sample automated clearinghouse agreement K Sample account analysis statement L Audited annual financial statement of the Bank of most recent year M Daylight overdraft policy N Sample vault services agreement and cutoff tunes O Ratings of outstanding debt P Community Reinvestment Act performance history for the Denton community for 1998 Q New customer conversion procedures and transition schedule R Any additional agreements that require City approval S Sample of existing contract enclosed Submitted by: TTe/Q�xasBank Signed by- Ctww-6" Gwen Chick, CFO Date: November 29, 1999 _18- City of Denton Depository Bid Submitted by TexasBank Attachment A Interest on Checking Accounts. TexasBank proposes to pay interest on all checking accounts at a rate equal to the 13-week Treasury Bill discount rate plus 5 basis points This interest paid will be in lieu of an earnings creditor sweep account This index is quoted daily in the Wail Street Journal and changes weekly C►ty of Denton Depository Bid Submitted by TexasBank Attachment B Paid up capital stock and surplus: As of October 31, 1999, capital stock and surplus of TexasBank were as follows Paid up capital stock $5,000,000 Surplus 25,000,000 City of Depton Depository Bid Submitted by TexasBank Attachment C ACH Transactions: TexasBank proposes to offer, as an additional service to the City, checking accounts to all City employees, free of the regular monthly service charge In addition, TexasBank will provide the first supply of checks (TexasBank stock checks) free of charge with all new City employee accounts opened and our home banking software, OnLme Banking, free of charge for six months This offer remains open to all City employees as long as the depository agreement is in effect, assuming TexasBank is the wimmng bidder of the depository accounts The ACH file(s) must be transmitted to TexasBank no later than 1 00 pm at least two days prior to settlement date These can be submitted through the electronic banking software or by a number of other options No special checking account is required for this Please see ACH agreement TexasBank City of Denton Depository Bid Proposal November 29, 1999 B Sample bank statement Please refer to the bank statements currently being sent out each month to the City FUNDS AVAILABILITY Texas MemberFO(C 1400 Banta Fe Orlve POLICY Weatherford TX 70M (817) 598-2205 Parker County BANIC YOUR ABILITY TO WITHDRAW FUNDS Our policy is to make funds from your deposits available to you on the first business day after the day we receive your deposit Electronic direct deposits will be available on the day we receive the deposit Once they are available you can withdraw the funds In cash and we will use the funds to pay checks you have written For determining the availability of your deposits, every day Is a business day, except Saturdays. Sundays, and federal holidays If you make a deposit before our out off time on a business day that we are open, we will consider that day to be the day of your deposit However, If you make a deposit after our cut-off time, or on a do, we sre not open, we will consider that the deposit was made on the next business day we are open [:]Later out off times may apply for deposits made at certain locations Our cut-off time is 2,00 ' M for 1 T delposits made at Texas Sank ATMs All other deposits 3:00 P M. Longer Delays May Apply In some cases we will not make all of the funds you deposit by check available to you on the first business day after the day of your deposit Depending on the type of check that you deposit funds may not be available until the PIPTH business day after the day of your deposit However, the first $100 of your deposits will be available on the first business day If we are not going to make all of the funds from your deposit available on the first business day, we will notify you at the time you make your deposit We will also tell you when the funds will be available If your deposit Is not made directly to one of our employees, or if we decide to take this action after you have left the premises, we will mail you the notice by the day after we receive your deposit If you will need the funds from a deposit right away, you should ask us when the funds will be available In addition, funds you deposit by check may be delayed for a longer period under the following circumstances We believe a check you deposit will not be paid - You deposit checks totaling more than $5,000 on any one day You redeposit a check that has been returned unpaid - You have overdrawn your account repeatedly In the last six months - There Is an emergency, such as failure of communications or computer equipment We will notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the funds will be available They will generally be available no later than the ELEVENTH business day after the day of your deposit Special Rules For Now Accounts If you are a new customer, the following Special rules will apply during the first 30 days your account Is open Funds from electronic direct deposits to your account will be available on the day we receive the deposit Funds from deposits of cash, wire transfers and the first $5000 of a days total deposits of cashiers certified, tellers, travelers, and federal state and local government checks will be available on the fast business day after the day of your deposit If the deposit meets Certain conditions For example the checks must be payable to you (and you may have to use a special deposit slip) The excess over $5000 will be available on the ninth business day after the day of your deposit If your deposit of these checks (other than a U S Treasury check) is not made In person to one of our employees the first $5000 will not be available until the second business day after the day of your deposit Funds from all other check deposits will be available on the NINTH BUSINESS day after the day of your deposit PFUN308® Formation TecMalogln Inc (1/31/04) (800) 937 3789 Texas$ank City of Denton Depository Bid Proposal November 29, 1999 D Sample daily balance report Please refer to the daily Cash Management Reports currently in use TexasBank City of Denton Depository Bid Proposal November 29, 1999 E Sample monthly collateral report Please refer to the monthly collateral reports currently in use TexasBank City of Denton Depository Bid Proposal November 29, 1999 F Sample collateral agreement Please refer to the collateral agreement currently in use b( G. Sample Custodial and Safekeeping Agreement '/WEN FEDERAL HOME LOAN BANK OF DALLAS NINTH DISTRICT CUSTODIAL SERVICES STANDARD TERMS AND CONDITIONS These Custodial Services Standard Terms and Conditions ("Terms and Conditions"), effective on a continuing basis as of September 1,1995, govern all future custodial services between Member and Depositor, as defined herem, and the Federal Home Loan Bank of Dallas ("Bank"), with offices at 5605 North MacArthur Blvd, Irving, Texas 75038, mailing address Attention Securities Safekeeping Department, PO Box 619026, Dallas/Fort Worth, Texas 75261-9026 ARTICLE ONE CUSTODIAL ENGAGEMENT Section 1.1 DEFINITIONS "Custodial Agreement and Confirm" means an agreement substantially in the form of Exhibit A between the Bank, Member and Depositor to have Member deliver to Bank for the benefit of Depositor certain specified collateral as outlined in such document and which such document incorporates the Terms and Conditions herein "Depositor" means any institution, corporation, municipality, Federal or State Agency or instru- mentality authorized to enter into a Custodial Agreement and Confirm and who enters into a Custodial Agreement and Confirm with Member and Bank "Member" means a Member of the Bank or an institution eligible to become a Member of the Bank that has entered into an "Amended and Restated Master Transactions Agreement" with the Bank and who pledges collateral to Depositor in a Custodial Agreement and Confirm Section 1.2. PERFECTION OF SECURITY INTEREST BY DEPOSITOR Depositor is solely responsible for perfecting its security interest in the Collateral upon delivery to it of such Collateral and/or assignments thereto For Collateral that must be in the possession of Depositor to perfect a secu- rity interest in such Collateral in favor of Depositor, as determined by Depositor, Member shall transfer to the Bank and the Bank shall accept from Member eligible Collateral to hold as bailee for Depositor, together with any necessary assignments thereof Section 13 PROVISIONAL PLEDGE To the extent that Member requests in writing that the Bank provisionally segregate specified collateral held in a safekeepmg account with the Bank to be pledged to Depositor, these Terms and Conditions shall govern such provisional pledge Section 1.4. AUTHORIZATION OF CUSTODIAL SERVICES Member and Depositor autho- rize the Bank to act as custodian of Collateral transferred to it pursuant to the Custodial Agreement and Confirm in accordance with the rights and duties contained in these Terms and Conditions and to safe - keep such Collateral subject to the terns and conditions of the Securities Safekeeping Circular The Bank shall be compensated for its services in connection with the Custodial Agreement and Confirm by the member in accordance with the Bank's fee schedule in effect on the date the Custodial Agreement and Conhrm is signed Member authorizes the Bank to make all necessary an i proper uetnta a,tt, ucuue to the deposit account(s) of Member u the Bank in connection with the pert' lance of custodial ser- vices under the Custodial Agreement and Confirm All charges by the Bank for the handling and safe- keeping of Collateral pursuant to the Custodial Agreement and Confirm shall be paid by Member ARTICLE TWO RIGHTS AND DUTIES OF MEMBER Section 21. OWNERSHIP OF THE COLLATERAL Member shall be the owner of all Collateral, and all income derived therefrom, whether transferred to the Bank or Depositor under a Custodial Agreement and Confirm as may be in effect from time to time and the Bank is acting as custo- dian of Member on behalf of Depositor in accordance with such Custodial Agreement and Confirm of which these Terms and Conditions are a part thereof Section 2 2. MEMBER'S RESERVATION OF RIGHTS IN THE COLLATERAL Upon transfer of Collateral by Member to Depositor or to the Bank on behalf of Depositor, Member shall reserve the following rights to the Collateral, unless otherwise agreed to in writing between Member and Depositor a The right to receive prepayments of principal from mortgage -backed securities and all income from the Collateral, and b The right to control the management, administration, and supervision of the Collateral in accordance with these Terms and Conditions and the Securities Safekeeping Circular Section 2 3. ADDITIONS OF COLLATERAL Member may transfer to the Bank additional eli- gible Collateral or transfer to Depositor additional Collateral acceptable to Depositor Upon transfer to the Bank of such additional Collateral, the Bank will send Member and Depositor a receipt identifying the additional Collateral ' Section 2.4. SUBSTITUTIONS OF COLLATERAL In the event Member requests in writing, the Bank shall release to Member any of the Collateral upon receipt of other Collateral in substitution thereof on written authorization received from the Depositor When substitution is made, the Bank promptly shall cause a receipt describing both the Collateral substituted and that released to be mailed to Member, with a copy to Depositor Upon such substitution, all rights and obligations of Member and the Bank and Depositor under the Custodial Agreement and Confirm, including the grant of a security interest in such Collateral in favor of Depositor as set forth in the Custodial Agreement and Confirm, shall automatically apply to all substituted Collateral Section 2 5 INDEMNITY OF THE BANK Member shall reimburse, indemnify, and hold harmless the Bank from and against any and all negligence or fraud on the part of the Bank resulting from the exercise by the Bank of any authority or power granted to it hereunder, or from claims of third parties, Depositor, or from any taxes or other governmental charges, and any expenses related thereto, which may be imposed or assessed in respect to the custodial services performed pursuant to the Custodial Agreement and Confirm Member further agrees that the Bank shall be entitled to make claim for and to receive from the value of the Collateral pledged hereunder all funds due to the Bank from Member pursuant to the indemnity granted herein and all of the costs and expenses, including without limitation, attorney's fees arising out of or in any way connected with an action in the nature of an inter - pleader Such claims by the Bank shall have priority status (subject to any claims of Depositor) among the claims asserted against the Collateral SF 8500 (9195) Custodial Semces 2 of 5 ARTICLE THREE RIGHTS AND DUTIES OF THE BANK Section 31. PURCHASE AND SALE OF COLLATERAL Member may purchase eligible Collateral in accordance with the Securities Safekeeping Circular and add such Collateral in accordance with Section 2 3 of this Agreement Member may sell Collateral upon an eligible substitution of Collateral in accordance with Section 2 4 of these Terms and Condition or upon receipt by the Bank of a duly executed release of such Collateral by Depositor The Bank is authorized by Member and Depositor to execute all orders with brokers chosen by the Bank Section 3.2 PRINCIPAL PAYMENTS ON COLLATERAL The proceeds of any payments for maturing obligations, of any redemptions of securities, or of any principal payments made on Collateral except prepayment of principal on mortgage -backed securities, shall be invested as instructed orally or in writing by Member, and if Member fails to provide such instructions, Member authorizes the Bank to hold such proceeds as bailee for Depositor Section 3.3. COLLECTION OF INCOME ON COLLATERAL the Bank shall collect any inter- est, dividends, prepayments of principal on mortgage -backed securities, or other income from the Collateral in accordance with the Securities Safekeeping Circular Section 3 4 REGISTRATION OF SECURITIES IN THE BANK'S NOMINEE The Bank is authorized to hold any securities in the name of its nominee The Bank shall not be responsible for any loss, damage, or expense that may be incurred by reason of the registration of any security in the name of a nominee Section 3.5. RESPONSIBILITY OF THE BANK The Bank, its officers, agents, and employees shall not be liable for errors of judgment either in holding Coll4teral initially delivered to it or in acquir- mg and afterwards holding additional Collateral as instructed by Member, nor for any loss arising out of any investment, nor for any depreciation in the value of any Collateral held by the Bank pursuant to this Agreement, nor for any act, or omission to act, performed or omitted by the Bank, its officers, employ- ees, or agents, in the execution of this custodianship in good faith The Bank shall be responsible for the safekeeping of any Collateral held by it pursuant to these Terms and Conditions but in no event shall the Bank be liable to Member or Depositor for any special, consequential, incidental, or punitive damages Section 3 6. DUTIES OF THE BANK The Bank shall have the duty to take possession of and safekeep all Collateral transferred or assigned to the Bank by Member on behalf of Depositor and to exercise reasonable skill and care when dealing with the Collateral Section 3.7. LIMITATION ON SCOPE OF THE BANK'S DUTIES Depositor acknowledges that a The Bank will not make, and has no duty to make, any inquiry into the value or mar- ketability of the Collateral and shall not be responsible for determining whether the value of the Collateral is sufficient to fully collateralize Members obligation to Depositor, b The Bank shall not record any assignments, file any financial statements with respect to any security interest referred to herein, or take any other action to perfect any such security interests, c Neither the Bank nor any of its officers have made any representations, given any assurances, or expressed any opinions to Depositor as to the effectiveness of any of the proce- dures and rights herein provided in any situations, including but not limited to a case where Member is placed in receivership or is liquidated, SF 8500 (9/95) Custodial Services S of 5 d The Bank has not made and has no duty to make any inquiry into me genuineness, validity, or negotiability o e Collateral transferred to it, and f e The Bank is under no duty to supervise the investment or, or to advise or make any recommendation to, Depositor or Member with respect to the sale of other disposition of any Collateral at any time ARTICLE FOUR GENERAL PROVISIONS Section 41 INCORPORATED DOCUMENTS Except to the extent inconsistent herewith, the Amended and Restated Master Transactions Agreement, the Securities Safekeeping Circular, and all future documents distributed by the Bank and related to the subject matter hereof shall apply to any and all Custodial Agreement and Confirms between Member and the Bank as though set forth expressly therein Section 4 2 SUCCESSORS AND ASSIGNS The Custodial Agreement and Confirm shall inure to the benefit of and shall be binding upon the Bank, Member and Depositor and their respective succes- sors and assigns Section 4.3 CONSULTATION WITH ATTORNEYS The Bank shall be entitled to employ and consult w.«h counsel of its choosing at the expense of Member and shall be entitled to act on advice of such counsel Section 4 4. ADDRESS FOR NOTICE All notices to be provided hereunder shall be mailed or provided to the parties hereto at their addresses set forth in the Custodial Agreement and Confirm Section 4 S. AMENDMENT OF THIS AGREEMENT The Custodial Agreement and Confirm may be amended at any time by written agreement signed by all parties thereto provided, however, that the parties hereto expressly agree that the Bank may amend the Securities Safekeeping Circular as it deems appropriate at its sole discretion without further consent of the Member and the Depositor Section 4.6 COUNTERPARTS AND EXECUTION The Custodial Agreement and Confirm may be executed in any number of counterparts, all of which taken together shall constitute one instru- ment and any of the parties hereto may execute the Custodial Agreement and Confirm by signing any of such counterparts By executing the Custodial Agreement and Confirm, the parties acknowledge receipt of these Terms and Conditions ARTICLE FIVE TERMINATION Section 51. RESIGNATION OF CUSTODIAN. The Bank may resign at any time upon five (5) business days written notice to Member Upon receipt of such written notice, the Member shall prompt- ly locate and appoint a successor custodian and the Bank shall transfer all Collateral held by it to such successor custodian If Member does not locate and appoint a successor custodian within five (5) busi- ness days of delivery of notice of resignation from the Bank, the Bank shall deliver the Collateral to Depositor and shall have no further obligations hereunder The obligations of Member and Depositor to the Bank pursuant to the Custodial Agreement and Confirm shall be deemed to survive any termination hereof and any removal or resignation of the Bank Section 5 2. DEFAULT BY MEMBER. If the Bank receives from Depositor written notice ("Default Notice") of Member's failure to pay when due, perform under the terms of any agreement between Member and Depositor secured by the Collateral, or perform under the terms of the Custodial 5F 8500 (9195) Custodial Services 4 ut 5 Agreement and Confine ("Default"), then and notwithstanding any defense, claim, or objection that Member may have to the contrary, the Bank shall act as the exclusive agent of the Depositor for the pur- pose of delivering such part or all of the Collateral to the Depositor or its nominee as directed in writing by the Depositor Depositor shall be entitled to retain only that portion of the Collateral having a value equal to the amount of principal and interest that Member failed to pay at maturity, and Depositor shall promptly execute any releases, assignments, quitclaims, or other documents necessary or desirable to effect a release of Depositor's interest in the remaining portion of the Collateral Section 5.3 SATISFACTION. Upon satisfaction of any security agreement between Member and Depositor, Depositor shall promptly notify the Bank in writing of such satisfaction Such notice shall be given by Depositor, relative to the deposit with the Bank of any Collateral hereunder, in the form of Exhibit B, which exhibit is attached hereto and incorporated herein by reference Immediately after receipt of notice by Depositor, the Bank shall deliver the Collateral, together with any necessary assignment(s), to Member, and the Bank shall have no further obligations under the Custodial Agreement and Confirm Sectio.t 5.4 TERMINATION OF THE CUSTODIAL AGREEMENT AND CONFIRM The Custodial Agreement and Confirm shall terminate when the Bank no longer holds the Collateral idenh- fied in a Custodial Agreement and Confirm and pledged to Depositor pursuant to these Terms and Conditions unless sooner terminated pursuant to other provisions hereof J SF 8500 (9/95) Custodtal Services 5 of 5 EXHIBIT A CUSTODIAL CONFIRM Custodial Agreement Dated 19 Depositor Name: City of Denton DO KET # Address: 218 Fast McKinnon Member. Name: Address: Custodian: Federal Home Loan Bank of Dallas 5605 N. MacArthur Blvd. P. 0. Box 619026 Dallas/Fort Worth, Texas 75261-9026 Description of Pledged Collateral: OCT 2 91997 Receipt# Cusip# Description Ong Face Mat Date 11037061 31294JPT9 FHLMC E 00434 3,880,000 05/01/11 TexasBank - Member hereby grants to Depositor a first priority security interest in the above described securities. Member and Depository hereby authorize the Federal Home Loan Bank of Dallas to act as Custodian, in accordance with the Custodial Services Standard Terns and Conditions ("Terms and Conditions") in effect and as published by the Federal Home Loan Bank of Dallas from time to time, which Terms and Conditions are hereby incorporated into this Custodial Confirm as if set forth fully herein. Signed this ' C1 day of_�� 1997. Member. TexasBank Accepted by Depositor -7'7 By- i By: Darlene Toles Accept than FEDEYrAL HOME LOAN BANK f DALLAS By_ ** TOTAL PAGE 01 �* EXHIBIT B FEDERAL HOME LOAN BANK OF DALLAS RELEASE OF PLEDGED COLLATERAL TO: Federal Home Loan Bank of Dallas 5605 North MacArthur Blvd PO Box 619026 Dallas/Fort Worth, Texas 75261.9026 ATTN Securities Safekeeping Department MEMBER: Name TrxA48AWIL Address P Q Box % 6 0 City, State, Zip t EAT —Her r-oa-o—Tx 7608(o DEPOSITnR, Name Addre: Custodial Agreement and Confirm Dated 1 D-ki , 19 1-01 DESCRIPTION OF PLEDGED COLLATERAL: Depositor hereby releases all title and interest in the above described Collateral and instructs the Bank to release the pledged Collateral described above to the above named Member Signed this _ Depositor _ By By day of 19 _ TEXAS BANK CONTROLLED DISBURSEMENT AGREEMENT THIS AGREEMENT is by mutual covenants contained herein and between Texas Bank ("Bank") and ("Customer") In consideration of the Bank and Customer hereby agree as follows 1 Definitions The following terms have the meanings indicated "Agreement" means this Controlled Disbursement Agreement and all amendments to this Agreement "Bank" means Texas Bank and its successors and assigns "Business Day" means any day other than a Saturday Sunday, or other day on which commercial banks in Texas are authorized or required to close under the laws of the State of Texas "Collected Funds" means when a non -cash item is tendered for deposit and Bank has received credit for the deposited funds "Customer" means the company named in the opening paragraph of this Agreement and its successors and permitted assigns "Disbursing Account" means an account maintained at Bank further described in Schedule "A" attached hereto which account shall be subject to paper debits on a daily basis and is the account which is the subject of this Agreement "Daily Total" means the total daily amount of items from FRBD (in-house clearing) which are presented to be paid from the Disbursing Account The Daily Total will not include any over the counter items or local clearings "FRBD" means the Federal Reserve Bank of Dallas "Funding Account" means an account other than the Disbursing Account which account is maintained by Customer at Bank and which may be a source of funding for the Disbursing Account "Internal Funding" means when Customer elects to transfer to the Disbursing Account from another account maintained by Customer at Bank Collected Funds in an amount of not less than the Daily Total "Self -Funding" means when Customer elects to deposit from an outside source Collected Funds in the Disbursing Account in an amount of not less than the Daily Total 2 Daily Total Each Business Day, items drawn on the Disbursing Account which have been presented for payment before a deadline which may be established from time to time by Bank (the "Deadline") will be totalled (the "Daily Total") The information Bank will rely on to determine the Daily Total will be obtained from FRBD Each Business Day Customer may obtain the Daily Total for the Disbursing Account by via Email through TexasBank s Desktop Banking Service (Cash Management), or by other arrangements made with Bank Notification will be made by the Bank prior to 11 00 a m on each Business Day 1 (5113/97) 3 Internal Funding If Customer elects to Internally Fund the Daily Total Bank shall automatically transfer from the Funding Account Collected Funds in an amount of not less than the Daily Total 4 Self -Funding If Customer elects to Self -Fund the Daily Total, such must be accomplished through a credit, from a source outside Bank to the Disbursing Account of Collected Funds in an amount not less than the Daily Total 5 Funding Account If Customer elects to Internally Fund the Daily Total Customer shall maintain a sufficient balance of Collected Funds in the Funding Account to allow Bank to make transfers in the amount of the Daily Total If the Funding Account does not contain sufficient funds to cover the transfer of the Daily Total amount to the Disbursing Account, Bank shall not be required to make any transfer of funds from the Funding Account which would create an overdraft Customer acknowledges that in the event of a deficiency, Bank may dishonor or refuse payment of all or some of the items drawn on the Disbursing Account which have been presented for payment Bank may, however, in its sole discretion, create an overdraft in the Funding Account in order to transfer to the Disbursing Account the amount of the Daily Total Bank's decision to create an overdraft shall be on a case by case basis and no precedent or future obligation will be established or inferred from such decision If Bank permits the Funding Account to be overdrawn Customer shall pay to Bank the overdrawn amount on the next Business Day 6 Overdraft in Disbursing Account If on any Banking Day the total amount of items presented to be paid against the Disbursing Account exceeds the balance of Collected Funds in the Disbursing Account (whether or not such amount exceeds the Daily Total for that Business Day) Bank may but is not obligated to, overdraw the Disbursing Account Items drawn on the Disbursing Account which are presented for payment at Bank after the Deadline may be dishonored or payment of such items may be refused or delayed unless Customer has sufficient Collected Funds in the Disbursing Account to cover payment of such items If the Disbursing Account has insufficient Collected Funds to cover items presented after the Deadline, Bank may but is not obligated to, pay such items by creating an overdraft in the Disbursing Account Bank's decision to overdraw the Disbursing Account shall be on a case by case basis and no precedent or future obligation will be established or inferred from such decision If Bank permits the Disbursing Account to be overdrawn, Customer shall pay to Bank the overdrawn amount on the next Business Day 7 Compensation and Expenses Customer agrees to pay Bank's prevailing charges (including overdraft fees) in effect from time to time for the services utilized under this Agreement In addition, Customer shall be liable for the payment of all charges assessed by FRBD for the services provided by FRBD to Bank in connection with this Agreement Unless otherwise provided Bank will add such charges and fees to Customer's account analysis statement and Customer agrees to reimburse Bank upon demand for any of such charges and fees which remain unpaid 8 Releases Customer understands and agrees that FRBD provides to Bank the information Bank uses to determine each Business Day's Daily Total and other 2 (5/13/97) related information Neither Bank nor FRBD warrant the accuracy of such information and Customer's reliance on such information shall be at Customer's own risk Except for the gross negligence or willful misconduct of Bank Customer releases Bank from all liabilities claims, costs expenses losses and damages of any and every kind arising out of or resulting directly or indirectly from any act, omission, error or delay in the performance or nonperformance of Bank's services, agreements or duties under this Agreement To the extent that Bank shall have any liability under this Agreement Customer's exclusive remedy and Bank's entire liability, shall not exceed Customer's actual damages and actual expenses Customer may not assert any claim against Bank arising in connection with this Agreement more than one (1) year after the occurrence of the event which gives rise to such claim THE OBLIGATIONS, RESPONSIBILITIES AND LIABILITIES OF BANK AS ABOVE DESCRIBED ARE EXCLUSIVE AND IN LIEU OF ANY OTHER GUARANTEES, OBLIGATIONS RESPONSIBILITIES AND LIABILITIES, WHETHER DIRECT OR INDIRECT, EXPRESS OR IMPLIED, UNDER LAW OR EQUITY AND BANK DISCLAIMS, AND CUSTOMER HEREBY WAIVES AND RELINQUISHES, ANY FURTHER OR OTHER GUARANTEES OBLIGATIONS, RESPONSIBILITIES AND LIABILITIES ON BANK'S PART, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY, AND CUSTOMER WAIVES ALL CLAIMS FOR CONSEQUENTIAL DAMAGES AND ALL CLAIMS REGARDING LOSS OF REVENUE, INCOME PROFIT AND USE,OR DAMAGES, WHETHER SAME BE DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR FORESEEABLE THE EXTENT OF LIABILITY THAT MAY BE IMPOSED ON BANK IS LIMITED STRICTLY AND SOLELY TO THE CIRCUMSTANCES AND AMOUNTS AS SET FORTH HEREIN 9 Change in Procedures From time to time, upon not less than thirty (30) days prior written notice to Customer Bank may change any procedures or fees established in connection with this Agreement Notwithstanding the foregoing, Bank may change any procedures without prior written notice to Customer where an immediate change in terms or conditions is necessary to maintain or restore the security of a funds transfer system or any deposit account 10 Periodic Adjustment Bank retains the right to adjust Customer's Disbursing Account in order to correct or adjust for processing discrepancies and shall provide Customer with notification of any adjustment within a reasonable time Notification may be an adjustment advice telephone notification account statement or any combination of the preceding 11 Indemnification Customer agrees to hold harmless, defend, and indemnify Bank from and against any and all liabilities claims costs expenses losses and damages of any and every kind (including reasonable attorneys' fees and costs) arising out of or resulting directly or indirectly, from the acts or omissions of Customer in connection with this Agreement 12 Errors Customer agrees that it will promptly examine bank statements for the Disbursing Account and the Funding Account Customer agrees to report any discrepancies in writing to Bank within sixty (60) days after the statement date Failure to notify Bank of any such discrepancies within such time period will relieve Bank of any liability for such discrepancies and Customer is absolutely barred from bringing any action against Bank that is in any way related to such discrepancies This section is in addition to but does not replace, any disclaimer and/or limitation of liability by Bank in the Depository Agreement applicable to the Disbursing Account and Funding Account N 13 Force Maleure Bank shall have no responsibility or liability for failure or delay in performance pursuant to the terms of this Agreement when such failure or delay is due to any natural disaster, fire, flood, storm, strike labor unrest, war, act of God power failure equipment errors or acts by any third party, or any other cause beyond Bank's reasonable control 14 Term This Agreement may be terminated at any time by either party hereto by giving not less than ten (10) days prior written notice of such termination to the other party Notwithstanding the foregoing Bank may terminate this Agreement with such termination to be effective immediately upon written notice to Customer if Customer fails to comply with the terms of the Agreement No termination of this Agreement shall affect the rights or obligations of either party which may have arisen or accrued prior to such termination or expiration 15 Applicable Law This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas and applicable federal laws 16 Entire Agreement This Agreement supersedes and acts to rescind all prior agreements between the parties with regard to the subject matter of this Agreement Customer agrees that it has not relied on any statements representations, agreements, or warranties except as expressed herein Except as specifically provided herein, this Agreement can only be modified or amended by mutual written agreement of the parties 17 Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be deleted and the remainder of this Agreement shall be enforced as if such invalid illegal or unenforceable provision had never been contained therein 18 Parties Bound This Agreement is a legal valid and binding obligation of Customer and Bank For the purposes of this Agreement, "Bank" shall mean and include the officers, employees agents and representatives of Bank This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns however this Agreement may not be assigned by Customer without the prior written consent of Bank 19 Notice All notices under this Agreement shall be in writing and either (i) delivered against receipt therefore (11) mailed by registered or certified mail, return receipt requested, or (ill) sent by telecopy, telex or telegram, in each case addressed to the name and addresses as set forth on the execution page(s) of this Agreement or to such other name or address as a party may designate Notices shall be deemed to have been given when delivered (or if mailed on the third Business Day from date of posting) 20 Non Waiver No delay or omission by either party to exercise any right or power hereunder shall impair such right or power or be construed to be a waiver thereof A waiver by either party of any covenant to be performed by the other or any breach by the other shall not be construed to be a waiver of any succeeding breach or of any other covenant 21 Titles to Para rg aohs The titles to the paragraphs used in this Agreement are for reference purposes only and shall not be used to interpret the contents thereof 22 No Joint Venture Nothing contained in this Agreement shall be construed to imply that a joint venture or partnership between Bank and Customer is created by this Agreement It is agreed by both parties that Bank will perform services for Customer under this Agreement as an independent contractor and is in no way acting as Customer's agent 23 Survival The terms, provisions representations, and warranties contained in this Agreement which by their sense and context are intended to survive the performance hereunder shall so survive the completion of performance and termination of this Agreement 5 BANK TEXAS BANK CUSTOMER H \DDC$3\T3858\154\65170 1 By — Name Title Address for Notices 102 N Main Weatherford. Texas 76086 Phone (817) 598-2265 Telecopy (817) 598-2351 Attn By — Name Title Address for Notices Phone _ Telecopy Attn SCHEDULE A CONTROLLED DISBURSEMENT AGREEMENT Disbursing Account Account Number Styled H \DOC$3\T3858\154\65170 1 Addendum Five Wire Transfer Agreement 1 The undersigned City of Denton ("Customer") authorizes and requests ("Bank") to make transfers of funds from time to time in accordance with the provisions more fully set forth in this Agreement Such transfers shall include transfers of Customer's funds from Customer's account(s) at Bank ("Account(s)") to Customer's account(s) at other depository institutions, and to account(s) of third parties at other depository institutions, and shall also include transfers of funds to Customer's account(s) from third parties 2 Specific requests from Customer to Bank are to be made by Customer's representatives listed on the List of Authorized persons furnished by Customer to Bank from time to time Elimination of any names from such List(s) or addition of another name or names to such List(s) shall be made effective by actual written notice received by Bank's Wire Transfer Department 3 Any request by a representative of Customer may authorize one, or more than one, funds transfer Request for transfers may be made by cash management system, telephone, orally, or in writing 4 Bank may make the requested funds transfers by any means for the transmission of funds and may also make transfers by internal means (including, as an example but without limitation, bookkeeping entries between Bank and its correspondent banks) Transfers of funds to Customer's account(s) from third parties shall be received subject to time deadlines established by Bank Bank may cancel a requested transfer if Bank receives Customer's request for cancellation, in from satisfactory to Batik, in such time and in such manner as to allow Bank a reasonable opportunity to act In consideration of Bank's transfers of funds pursuant to Customer's authorized request, Customer shall pay to Bank such transfer fees as Bank shall from time to time impose Bank will use ordinary care in implementing funds transfer request received by it from Customer Customer agrees that Bank and its agents and correspondents shall be conclusively deemed to have exercised ordinary care if it or they has or have followed the procedures contained in this Agreement, or if Customer shall have failed to follow such procedures Bank shall be entitled to rely on any request that it believes to have been originated by Customer, and any such request shall for purpose of this Agreement be deemed to have been authorized by Customer Bank shall not be liable for direct, indirect, consequential, or punitive damages of any parry (including without limitation Customer) Bank shall have no liability to third patties for any damages incurred by such third parties ansing out the performance or non-performance or services or transfers under this Agreement, and Customer agrees to and hereby does indemnify and hold Bank harmless form and against all such claims of third parties and all expenses (including, without limitation, attorney's fees and court costs) of such claims Bank's only responsibility to Customer occasioned by Bank's performance or non-performance of its obligations under this Agreement shall be to correct at Bank's expense any errors that are due solely to Bank's personnel, Bank's computer programs, or malfunctions of Bank -controlled machine Bank shall not be liable for delays or failures in processing that are caused by such events as fires, power failures, energy shortages, strikes, boycotts, not, war, governments regulations, failures of Bank's vendors or suppliers, acts of God, or other circumstances or causes over which Bank has no control If because of circumstances or causes beyond Bank's control, Bank shall be delayed beyond applicable time limits (provided herein or by law) in taking any action hereunder, the time limit for taking such action shall be extended for such time after the cause of the delay ceases to be operative as shall be necessary for Bank to take or complete such action AFF0150E 13 of 40 I Bank in its discretion may assign a security code, security test, or other security procedure to be used by Customer to authenticate fimds transfer requests Customer agrees to use all such security codes, security tests, and other security procedures as may be imposed by Bank 10 Bank will furnish to Customer a confirming notification of a funds transfer after it is made, either in form of a specific advice or a periodic account statement Customer will examine such advice and account statement to detect the presence or absence of any discrepancies between Customer's records and the advice or statement sent by Bank, and will report any such discrepancies to Bank within thirty (30) days after the date that Batik sends the advice or account statement 11 Bank hereby authorized to record on tape or other retention devices any or all of its telephone conversations with Customer involving any transfer instructions 12 Customer agrees to supply Bank information that Bank may reasonably request in connection with any prospective or completed fins transfer hereunder, including without limitation any writings showing confirmation of any request for transfer of funds 13 Bank shall not be obligated to make any funds transfer if the amount of such transfer exceeds the finally collected and immediately available funds by Customer with Bank, or exceeds any other limit established by Bank If Bank in its discretion makes any such transfer that exceeds the amount of Customer's deposited funds, Customer shall be liable for any and all overdraft amounts 14 All data relating to Customer's business provided to Bank by Customer pursuant to this Agreement will be treated confidentially and safeguarded by Bank, using the same care and discretion that is used with data that Bank designates confidential 15 Bank may modify or cancel this Agreement upon fifteen (15) days' notice to Customer Customer may cancel this Agreement upon fifteen (15) days notice to Bank 16 This Agreement represents the entire understanding between Bank and Customer with respect to the matters contained herein There are no representations or warranties, express or implied, other than those contained herein 17 This Agreement shall be governed by and construed in accordance with Texas Law, and it shall be performable in Denton, Denton County, Texas 18 Any notice hereunder shall be in writing and may be given by personal service or by depositing in the United States mail postage prepaid to the addresses of the parties as follows (or as changed through written notice to the other party) BANK CUSTOMER Name City of Denton Address Attention AFFOt EOE 14 of 40 19 This Agreement is binding on the parties hereto and their respective successors and assigns Customer may not assign this Agreement without the prior written consent of Bank EXECUTED on CUSTOMER City of Denton Name Title Bank Bank Officer Title CERTIFICATION OF RESOLUTION AUTHORIZING EXECUTION OF WIRE TRANSFER AGREEMENT 1, the Secretary of City of Denton, hereby certify that the following is a true copy of a resolution duly adopted by the Board of Directors at a meeting held on the and that the resolution is full force and effect as of the date of this certification Be it resolved that , the of ,is hereby authorized to execute the Wire Transfer Agreement, attached along with this Resolution, on behalf of City of Denton with Dated the day of _ of , 19 _ SEAL Secretary AFF01 GOE 15 of 40 WIRE TRANSFER AUTHORIZATION The undersigned authorized officer of the City of Denton hereby certifies that the fallowing -named officers or employees of the City of Denton have been authorized by appropriate action of the City of Denton to initiate requests or orders on behalf of the City of Denton to (thereafter called Bank) using the authorization code which has been issued to the City of Denton by Bank Name Title niout Numbs Limit 1 2 3 4 Optional Security Procedure The following -named officers or employees of the City of Denton are authorized to recei -e callback verification from Bank Complete this mformauon only if you have selected Option B on Attachment A to the Wire Transfer Agreement Name Title Pbone Number 1 2 3 4 The City of Denton agrees that the officers or employees named above shall have full and complete authority to initiate requests or orders to Bank and/or approve callback verifications from Bank pursuant to the Wire Transfer Agreement as revised from time to time and this Certificate unless and until the City of Denton delivers written notice to Bank modifying or rescinding such authority, which notice shall be in the form of this Certificate This Certificate supersedes any prior Certificate of the City of Denton delivered to Bank Dated on City of Denton By Name Title AFF0160E 18 of 40 ATTACHMENT A WIRE TRANSFER SECURITY PROCEDL This Attachment is hereby incorporated Into that certain Wire Transfer Agreement with an effective date of (the "Agreement") by and between (Bank) and the Citv of Denton (User) Security Procedure Selection Bank's standards Security Procedure consists of confirming that the authorization code that accompanies a wire transfer instruction corresponds with a valid authorization code assigned to the City of Denton If the order is voice initiated involving $100,00 or more, and the order is not a repetitive order, Bank's standard security procedure also includes a callback to a person designated by User, the City of Denton A "repetitive order" is an instruction to Bank to pay a specified amount of money to a previously designated beneficiary at a previously designated beneficiary's bank Bank also offers a number of optional Security Procedure features that allow the City of Denton to customize the Security Procedure Bank will use to verify that the User City of Denton has authorized an order The User acknowledges that Bank has provided the User with a description of each of the optional Security Procedures described below The User refuses to have its order verified by any Security Procedure identified in this section other than the Security Procedure(s) it has expressly designated herein The User has reviewed Bank's standard Security Procedure and each of Bank's optional Security Procedure features and has determined that Bank's standard Security Procedure, as modified by the following optional Security Procedure feature(s), best meets its requirements, given the size, type and frequency of the orders it will issue to Bank OPTIONAL SECURITY PROCEDURE FEATURES A No callback on any orders If this box is checked, Bank will not perform a callback on any order, including voice -imitated, non -repetitive orders, regardless of amount B Callback to a designated individual on (check only one) 1 All voice-mitiated, non -repetitive orders that equal or exceed $ 2 All voice-mitiated orders (repetitive and non -repetitive) that equal or exceed 3 All orders based on the specific dollar limits the User has notified Bank, in writing, it has established for each designated individual for the purpose of initiating transfers C Cash Management Customer is responsible for establishing security provisions for individuals initiating wire transfers through the Cash Management system If an Option B is selected and no amount is specified above, a callback will be made on orders that equal or exceed $100,000 Unless the User has indicated that Bank is not to perform a callback, Bank will attempt to contact a designated individual at a telephone number that the User has previously provided to Bank If an individual so contacted by Bank identifies him or herself as the designated individual and confirms that the order was sent to Bank by the User, Bank shall be conclusively deemed to have complied with the callback Security Procedure The User is bound by orders The User agrees that it is bound by any order, whether or not authorized, issued in its name and accepted by Bank in compliance with the Security Procedure chosen by the User Effect on prior agreements as to Security Procedures This Attachment supersedes any and all prior agreements between the User and Bank regarding the Security Procedure to be used to verify the orders received by Bank in the name of the User, including any other document previously executed by the parties and designated to be "Attachment A" to the Agreement AFF0150E 17 of 40 4 Security Procedure Protection. The User and Bank agree to preserve the confidentiality of the Security Procedure used by the User If the User becomes aware of a breach of the Security Procedure, or suspects that a breach of the Security Procedure may occur, the User shall immediately report this information to Bank in such a manner as to afford Bank a reasonable opportunity to act on the information In Witness Whereof, the parties have caused this Agreement to be executed and do each hereby warrant and represent that their respective signatory, whose signature appears below; has been and is on the date of this Agreement, duly authorized by all necessary and appropriate corporate action to execute this Agreement Agreed to and Accepted By - (the "User") By Name Title Date AFF0ta0E Agreed to and Accepted By By Name Title Date 18 of 40 Addendum Six ELECTRONIC FEDERAL TAX PAYMENT SYSTEM ACH CREDIT ORIGINATION AGREEMENT This "Agreement" is made on by and between City of Denton ("The Company") and _ ("The Bank") The Company has requested that the Bank permit it to initiate electronic signals for paperless entries through the Bank to accounts maintained at the Bank and at other financial institutions, by means of the Automated Clearing House (the "ACH") The Bank has agreed to do so on the terms of this Agreement Now, therefore, the Company and the Bank agree as follows 1. RULES The Company acknowledges receipt of a copy of the operating rules of SWACHA (as amended from time to time, the "Rules") The Company agrees to comply with and be bound by the Rules The Bank agrees to inform the Company of recessions to the Rules of which the Bank has knowledge TRANSMISSION OF ENTRIES SECURITY PROCEDURES The Company will transmit all credit entries to the Bank at the location, on or before the deadlines, described on Attachment I to this Agreement The Company will confirm all entries to the format, content and specifications contained in the Rules, except as provided with the security procedures described in Attachment 2 to this Agreement The Company authorizes the Bank to transmit all entries received by the Bank from the Company in accordance with the terms of this Agreement and to debit entries to the specified accounts BANK OBLIGATIONS In a timely manner and in accordance with the Rules, the Bank will process, transact, and settle for the entries received from the Company which comply with the terms of this Agreement, including the security procedures WARRANTIES The Company warrants to the Bank all warranties the Bank is deemed by the Rules to make with respect to entries originated by the Company Without linuting the foregoing, the Company warrants and agrees that (a) each entry is accurate and timely, and (b) the Company will comply with the terms of the Electronic Funds Transfer Act if applicable, or Uniform Commercial Code Article 4A (UCC4A), if applicable, and shall otherwise perform its obligations under this Agreement in accordance with all applicable laws and regulations The Company shall indemnify the Bank against any loss, liability or expense (including attorney fees and expenses) resulting from or arising out of any breach of any of the foregoing warranties or agreements SETTLEMENT, FINANCIAL INFORMATION AND ACCOUNT BALANCES The Company will maintain an account with the Bank at all times during the term of this Agreement The Company will maintain in the account at least two business days prior to the applicable settlement date, immediately available funds sufficient to cover all credit entries initiated by it The Bank will place a hold on all ACH proposed tax payment funds until payment is completed on the applicable settlement date The Company authorizes the Bank to debit its account on the applicable settlement date in the amount of each entry CANCELLATION OR AMENDMENT The Company shall have no right to cancel or amend any entry/file after its receipt by the Bank However, the Bank shall use reasonable efforts to act on a request by the Company to cancel an entry/file before transmitting it to the ACH Any such request shall comply with the security procedures described on Attachment 2 to this Agreement The Bank shall have no liability if it fails to effect the cancellation AFF0150E 19 of 40 REJECTION OF ENTRIES The Bank shall reject any entry which does not comply with the requirements of Section 1 of this Agreement and may reject any entry if the Company is not otherwise in compliance with the terms of this Agreement The Bank shall notify the Company by telephone of such rejection no later than the business day such entry would otherwise have been transmitted by the Bank to the ACH The Bank shall have no liability to the Company by reason of the rejection of any entry or the fact that such notice is not given at an earlier tune than that provided for herem 8. NOTICE OF RETURNED ENTRIES The Bank shall notify the Company by telephone or fax of the receipt of a returned entry from the ACH no later than one business day after the business day of such receipt The Bank shall have no obligation to retransmit a returned entry if the Bank complied with the terms of this Agreement with respect to the original entry The Bank has no obligation to originate a transaction where authorization has been revoked REVERSALS After receiving approval from the Internal Revenue Service (IRS), the Company may rmtiate a reversing entry or file of entries as permitted by the Rules 10 PERIODIC STATEMENT The periodic statement issued by the Bank for the Company's account will reflect entries debited to the Company's account The Company agrees to notify the Bank within a reasonable time not to exceed thirty (30) days after the Company receives a periodic statement of any discrepancy between the Company's records and the information in the periodic statement 11 FEES The Company agrees to pay the Bank for services provided under this Agreement in accordance with the schedule of charges attached to this Agreement as Attachment 3 The Bank may change its fees from time to time upon notice to the Company Bank is authorized to charge account number for fees 12 LIABILITY (a) The Bank shall be responsible only for performing the services expressly provided for in this Agreement and shall be liable only for its gross negligence in performing those services The Bank shall not be responsible for the Company's acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or due authorization of any entry received from the Company) or those of any other person, including without limitation any Federal Reserve Financial Institution or transmission or communications facility, any receiver or Receiving Depository Financial Institution (including without limitation on the return of an entry by such receiver or Receiving Depository Financial Institution), and no such person shall be deemed the Bank's agent The Company agrees to indemnify the Bank against any loss, liability or expense (including attorney fees and expenses) resulting from or ansing out of any claim of any person that the Bank is responsible for any act or omission of the Company or any other person described in this Section 12(a) (b) In no event shall the Bank be liable for any consequential, special, punitive or indirect loss or damage which the Company may incur or suffer in connection with this Agreement, including without limitation, loss or damage from subsequent wrongful dishonor resulting from the Bank's acts or omissions pursuant to this Agreement (c) Without limiting the generality of the foregoing provisions, the Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission or communication facilities, equipment failure, war emergency conditions or other circumstances beyond the Bank's control In addition, the Bank shall be excused from failing to transmit or delay in transmitting an entry if such transmittal would result in the Bank's having exceeded any limitation upon its mtra-day net funds positron established pursuant to present or future Federal Reserve guidelines AFF0160E 20 of 40 or in the Bank's otherwise violating any provision of any present or future risk control program of the Federal Reserve or any rule or regulation of any other U S governmental regulatory authority (d) Subject to the foregoing limitations, the Bank's liability for loss shall be limited to general monetary damages not to exceed the total amount paid by the Company for the affected ACH service, as performed by the Bank under this agreement for the preceding 30 calendar days 13 INCONSISTENCY OF NAME AND ACCOUNT NUMBER The Company acknowledges that, if any entry describes the receiver inconsistently by name and account number, payment of the entry may be made on the basis of the account number even if it identifies a person different from the named Receiver 14 BUSINESS DAY The term "business day" as used herein shall refer to those days which are open for business for the Federal Reserve The Bank will furnish at the Company's request a current calendar of said Federal Reserve business days 15 DATA RETENTION The Company shall retain data on file adequate to permit remaking of entries for five (5) business days following the date of their transmittal to the Bank as provided herein, and shall provide such data to the Bank upon its request 16 TERMINATION The Bank may amend the terms of this Agreement from time to time by notice to the Company Either party may terminate this Agreement upon ten (10) days written notice to the other The Bank shall have no obligation to transmit entries if the Company is in default of its obligations under this Agreement, including the obligation to pay the Bank for each credit entry The Bank shall be entitled to rely on any written notice believed by it in good faith to be signed by one of the authorized representatives whose names and signatures are set forth on Attachment 4 to this Agreement 17 ENTIRE AGREEMENT This Agreement (including the Attachments attached hereto), together with the account agreement, is the complete and exclusive statement of the agreement between the Bank and the Company with respect to the subject matter hereof and supersedes any prior agreement(s) between the Bank and the Company with respect to such subject matter In the event of any inconsistency between the terms of this Agreement and the account agreement, the terms of this Agreement shall govern In the event performance of the services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future stature, regulation, or government policy to which the Bank is subject and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation, or policy, and the Bank shall incur no liability to the Company as a result of such violation or amendment is NON -ASSIGNMENT The Company may not assign this Agreement or any of the rights or duties hereunder to any person without the Bank's prior written consent 19 BINDING AGREEMENT BENEFIT This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns This Agreement is not for the benefit of any other person, and no other person shall have any right against the Bank or the Company hereunder 20 HEADINGS Headings are used for reference purposes only and shall not be deemed a part of this Agreement 21. GOVERNING LAW This Agreement shall be construed in accordance with and governed by the laws of the State of Texas and SWACHA rules AFF0ME 21 of 40 Company City of Denton By Name Title Date Bank By - Title Date AFF01 E0E 22 of 40 AUTOMATED CORPORATE SERVICES AGREEMENT ELECTRONIC FEDERAL TAX PAYMENT SYSTEM ACH CREDIT ORIGINATION AGREEMENT SCHEDULE A EFTPS ACH CREDIT TRANSACTION PROCESSING SCHEDULE Bank Originated 1000 Two Business Days prior to Effective (fax/ltsiid deliver worksheet) a In Date* Same Day Settlement 1000 On Tax Effective Date am Transmission 2 00 p m Two Business Days prior to Effective Date* Cash Manager 2 00 p in Two Business Days prior to Effective Date* *Credits originated before Two Business Days prior to the Effective Date will be rejected and returned by the Federal Reserve. AFF0150E 23 of 40 AUTOMATED CORPORATE SERVICES AGREEMENT ELECTRONIC FEDERAL TAX PAYMENT SYSTEM ACH CREDIT ORIGINATION AGREEMENT SCHEDULE B SECURITY PROCEDURES The Bank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an authorized representative, and any such communication shall be deemed to have been signed by such person PERSONAL COMPUTER FILE TRANSMISSION The Company's authorized representative will access the ACH system by utilizing the prearranged logon procedures, remote ID, and file ID The Company's authorized representative will provide the Bank with verification of the totals contained in the transmission by sending a fax transmission to the Bank's contact In the event that the Company or the authorized representative is unable to fax the information, the Company's authorized representative will telephone the Bank's contact with the verification and also mail the information as back-up on the same day transmitted The Bank will anticipate the receipt of a transmission from the Company on each scheduled processing date identified by the Company in writing and agreed to by the Bank The Company's Authorized Representative will notify the Bank if a transmission will not take place on the prearranged scheduled processing date The Company is responsible for ensuring that the Bank receives the transmission on each processing date indicated in the processing schedule The Bank will verify that the file totals agree with the Company information given by fax or phone In the event of a discrepancy in the totals, the Bank will call the specified Company Authorized Representative designated by an authorized signatory of the Company If an Authorized Representative is not available for notification, then the file will not be processed until the Company's Authorized Representative can be contacted on the next business day The Company is solely responsible for the accurate creation, modification, and deletion of the account information maintained on the Company's personal computer and used for ACH money transfer The Company agrees to comply with written procedures provided by the Bank for the creation, maintenance, and initiation of ACH money transfer The Company is solely responsible for access by its employees of the data files maintained on the Company's computer The Company is responsible for operator security procedures on the one personal computer licensed for use of the Program AFF0160E 24 of 40 AUTOMATED CORPORATE SERVICES AGREEMENT ELECTRONIC FEDERAL TAX PAYMENT SYSTEM ACH CREDIT ORIGINATION AGREEMENT SCHEDULE C FEE SCHEDULE Bank Originated ACH Credit Same Day Settlement Credit Cash Management Tax Payment AFF0160E 25 of 40 AUTOMATED CORPORATE SERVICES AGREEMENT ELECTRONIC FEDERAL TAX PAYMENT SYSTEM ACH CREDIT ORIGINATION AGREEMENT SCHEDULE D ACH AUTHORIZED SIGNATURE FORM DATE SENDING ENTITY NAME COMPANY ID# ACCOUNT# ACH CREDIT MAXIMUM AMOUNT $ DAYTIME PHONE NUMBER 940-349-8212 AFTER HOURS PHONE NUMBER FAX NUMBER THE SIGNATURES BELOW ARE THE SIGNATURES OF EMPLOYEES VESTED BY OUR BOARD OF DIRECTORS WITH FULL AUTHORITY TO SIGN TRANSMITTAL REGISTERS USED IN CONJUNCTION WITH THE DEPOSIT OF ACH FILES NAME SIGNATURE 1 2 3 4 5 6 ne of the above will a contacted or notification or return or reject entnes Authorized Signature Title AFF0150E 28 of 40 Addendum Seven ACH Origination Agreement A The City of Denton wishes to initiate Credit and Debit Entries pursuant to the terms of the Agreement and the rules relating to Corporate Trade Payment Entries (the "Rules") of the National Clearing House Association, for the purpose of processing payments by means of electronic debits, and , hereinafter referred to as Bank, is willing to act as an Originating Depository Financial Institution with respect to such Entries B Unless otherwise defined herein, capitalized terms shall have the meanings provided in the Rules AGREEMENT NOW, THEREFORE, in consideration of the mutual promises contained herein, The City of Denton and Bank agree as follows Preparation of Entries Bank shall prepare Prenotification and Entries (referred to herein collectively as "Entries") on the basis of data transmitted by the City of Dento The City of Denton shall provide such data (referred to herein as "Entry Data") in the form, have the content, and be transmitted to the Bank location at The data shall include a file of payees names, bank numbers, account number and debit amounts This file shall be to specification of Federal Reserve Bank, SWACHA and the Bank Bank may change such requirements from time to time upon 30 days' written notice to the City of Denton. Bank shall have no obligation to act on Entry Data received that does not comply with the foregoing requirements, or to reverse, adjust, or stop payment or posting of any Entry Data received or any Entry prepared therefrom 2 Transmittal of Entries and Settlement Except in the case of Entries initiated to accounts maintained with Bank (referred to herein as "On -Us -Entries") Bank shall transmit Entries that comply with the requirements provided for herein to its Automated Clearing House and settle for such Entries in accordance with the Rules The City of Denton shall deliver file to the Bank by 2.00 p.m. two (2) working days Rnor to payment date Where Entry Data that complies with the requirements provided for herein is received by the Bank Deadline, Bank shall transmit the Entries prepared from such Entry Data (other than On -Us -Entries) to its Automated Clearing House prior to the Applicable ACH Deadline In the event Bank receives Entry Data after a particular Bank Deadline, it shall have no obligation to transmit the Entries derived therefrom to its Automated Clearing House by the applicable ACH Deadline Any Bank Deadline may be changed by Bank form time to time on 30 days' prior written notice to the City of Denton. (a) Credit Entries The City of Denton shall pay Bank in immediately available funds the amount of each Credit Entry with respect to which Entry Data is transmitted to Bank under this Agreement These funds shall be deposited at such time as agreed upon by the parties Bank shall promptly recredit the account specified below (the "Account") with the amount of each On -Us -Entry rejected by Bank as provided in Section 4, and AFF0180E 27 of 40 each other Entry returned by the Receiving DFI, provided Bank has obtained the returned Entry from such Receiving DFI (b) Debit Entries Bank shall credit the account specified below (the "Account") with the amount of each Debit Entry transmitted to Bank by its Account under this Agreement Bank shall credit the City of Denton on Settlement Date in accordance with the Bank's customary posting procedure differences between On-Us-Entnes and other Entries The City of Denton shall be entitled to withdraw the amount of such credit upon Bank's receipt of entry In the event such an Entry is returned by a Receiving DFI in accordance with the Rules after Bank has provided such credit, the City of Denton shall, upon demand, repay Bank the amount of such Entry On -Us -Entries. In the case of On -Us -Entries, subject to Bank's right to reject any such Entry as provided below, Bank shall credit and debit the amount of each such Entry prepared from Entry Data received that complies with the requirements provided for herein to the appropriate Receiver's account maintained with Bank Bank shall have the right, in its sole discretion, to reject any On -Us -Entry for an account not in an open status Entry Information. Bank shall provide the City of Denton with notice of the return or rejection of Entries under this Agreement as follows The Bookkeeping Department will notify the City of Denton by telephone of any returned debit the next working day after the item is received in the Bank's returns Returns will be received by 1 Treasury Analyst Phone N 940-349-7743 2 Administrative Secretary Phone N 940-349-8531 Compliance with Rules. The Cily of Denton and Bank shall comply with and be bound by the Rules as in effect from time to time 7 Cooperation, The City of Denton and Bank agree to cooperate promptly and fully in the investigation of any claim asserted by any person arising out of this Agreement or the transactions contemplated thereby Bank Liability. Notwithstanding any provision to the contrary contained herein, Bank shall only be liable to the City of Denton under this Agreement for its failure to provide any credit or make any payment provided for herein or for its gross negligence or willful misconduct in performing the service provided for herein Bank shall have no liability or responsibility with respect to any other matter, including without lunitations, any act or omission by Bank's Automated Clearing House, any other financial institution, or any other person Bank shall have no liability for any consequential damages Delay by Bank beyond tune limits provided in this Agreement is excused if caused by interruption of communication facilities, strikes, emergency conditions, or other circumstances beyond its control 9 The City of Denton Liability. Except as specified below, the City of Denton shall be deemed to make the same warranties to Bank with respect to both On -Us -Entries and other Entries subject to this Agreement as Bank is deemed to make under the Rules, and AFF0160E 28 of 40 Bank shall have no responsibility with respect to the matters so warranted by the Ctlp of Denton, In the case of On -Us -Entries, such warranties shall apply as of the tune such Entries are processed by Bank Bank shall not be liable for (a) the debiting or crediting of the amount of an Entry to the account of any person, as required by the City of Denton. (b) the delay of any financial institution other than Bank in debiting or crediting, or the failure of such institution to debit or credit the amount of an Entry, as required by the Cry of Denton , and (c) delay of the City of Denton in initiating or the failure of the City of Denton to initiate any Entry 10 Advertising, No advertising or publicity concerning this Agreement in which the name of Bank is used will be undertaken without prior written approval of Bank 11 Verifications, After Bank receives the file from the City of Denton, Bank will verify the following by telephone A Total Amount B Number of Records C Pay Date This information will be verified by one of the following employees 12 Payment for Bank Services The cost of this service will be 13 The Account, The Account is the following deposit account maintained by the City of Denton with Bank Account # Bank Office Location The City of Denton may, without demand, debit the Account for any amount payable by the City of Denton to Bank under this Agreement The City of Denton represents to Bank that the Account is, and during the term of this Agreement will be maintained primarily for business, and not for personal, family or household purpose 14 Notices, Except as otherwise provided herein, any written notice or other written communication required or permitted to be given under the Agreement shall be delivered or sent by United States registered mail, postage prepaid, and, if to Bank, addressed to AFFO150E 29 of 40 and, if to the City of Denton addressed to Director of Fiscal Operations 215 E. Mc rnney Denton. Texas 76201 Unless another address is substituted by notice delivered or sent as provided herein Any such notice shall be deemed given when received 15 The cost of such ACH credit or debit will be entered monthly as a hard -dollar charge or payment by compensating balances may be substituted 16 Termination This Agreement may be terminated by the City of Denton or Bank at any time by giving thirty days' prior written notice thereof to the other party Notwithstanding such termination, this Agreement shall retrain in force and effect as to all transactions that shall have occurred prior to the date of termination 17 Governing Law, This Agreement shall be construed in accordance with and governed by the laws of the State of Texas 18 Headings, Headings are used for reference purposes only and shall not be deemed a part of this Agreement 19 Entire Agreement. Etc, This Agreement embodies the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous negotiations, representations, and agreements with respect hereto, and shall be binding upon the parties hereto, and their respective successors and assigns This Agreement may be amended only by a writing signed by both parties !,. Signed By _ Title Date AFF01 E0E 30 of 40 Signed By _ Title . Date rjTq_UUjA L9. ,..4.a Company Name City of Denton Address City, State Primary Contact Operations Contact Pre -note Entries (date) Company Calendar Received (date) ACH SERVICE INFORMATION ACH Service ( ) Direct Deposit ( ) Automatic Debits Phone# 940-349-$224 Phone# 940-349-8224 Live Entries _ (date) Input Media ACH for the PC ( ) Diskette ( ) Phone Line Company ID# Delivery Method (...... ) Couner ( ) Company Carrier ( ) Mail (� Other -Specify Input Delivery Location BANK ACH DIVISION INFORMATION Primary Contact _ Operations Contact AFF0160E 31 of 40 Phone# Phone# 1 AUTOMATIC DEBIT FILES All ACH Automatic Debit files shall be delivered to the Bank no later than 12 00 p in , two business days prior to the file Settlement Date, i e if the settlement day is Friday, the file must be at the bank facility disclosed in the agreement by the previous Wednesday before 12 00 p in 2 All ACH Direct Deposit files shall be delivered to the Bank no later than 12 00 p in two business day prior to the file Settlement Date, i e if the settlement day is Friday, the file must be at the bank facility disclosed in the agreement by the previous Wednesday before 12 00 p m Always take into account bank holidays when scheduling your file delivery dates and time Below is a schedule of bank holidays for the 1997/98 year Holid Date DDa y Coln nbus Day October 13 Monday Veterans Day November I Tuesday Thanksgiving Day November 27 Thursday Christmas Day December 25 Thursday New Year's Day January 1 Thursday Martin Luther King Day January 19 Monday Presidents Day February 16 Monday Memorial Day May 25 Monday Independence Day July 3 Friday Labor Day September 7 Monday ACH ORIGINATION FEE SCHEDULE ACH for the PC Software $ ACH File $ Individual File Records $ Returned Entries $ These fees may be paid direct or compensating balances may be used to offset any and all charges These charges will be calculated on the final day of each month and charged to the account of the City of D ne ton number on the day of the month o , , , Date AFF0150E 32 of 40 ACH CHART Busmess Name City of Donton AFF0150E 33 of 40 AUTOMATED CLEARING HOUSE AGREEMENT The undersigned business ("Company") desires to participate in Texas Bank's ("Bank") Automated Clearing House service which is designed to electronically transfer funds through Bank to accounts maintained at Bank or at other financial institutions throughout the United States Pursuant to this Automated Clearing House Agreement, Company authorizes Bank to transmit either credit or debit entries to said accounts In consideration of the mutual covenants contained herein and other valuable consideration, Bank and Company agree as follows Defim tions The following definitions shall apply to this Automated Clearing House Agreement a "Account" means the demand account maintained by Company at Bank and described in Schedule A attached hereto b "Agreement" means this automated Clearing House Agreement (plus ell schedules and operating procedures) and all revisions, amendments, and modifications thereto c "Bank" means Texas Bank d "ACH" means Automated Clearing House e "Beneficiary" means the person or entity named in the Payment Order whose account will be debited or credited by the Transfer f, "Collected Balance" means each day's ending balance of collected funds less any withdrawals, miscellaneous debits, and service or analysis charges The term "Collected Funds" means when a non -cash item is tendered for deposit and Bank has received final credit for the funds g. "Company"means the person, partnership, trust, or corporation named below who or which enters into this Agreement with Bank h "Company Representative" means those person(s) who are identified in Schedule E attached hereto "Damages" has the meaning set forth in Section 18 herein "Fed Res Sery " means the Federal Reserve System Automated Clearing House Settlement Service k "Funds Transfer" (sometimes referred to herein as "Transfer") means the series of transactions, beginning with a Payment Order, made for the purpose of making or receiving payment electronically to or from the Beneficiary of the Payment Order l "NACHA" means the National Automated Clearing House Association m "ODFI" means Originating Depository Financial Institution n "Password"means a unique word assigned by Bank to Company end/or Company Representative for authentication of Company's Payment Orders as further defined in Section 19 herein o "Payment Order" means an instruction from Company to Bank, transmitted in written or magnetic tape form, to initiate a Funds Transfer of a fixed or determinable sun of money to or from a Beneficiary p "RDFI" means Receiving Depository Financial Institution q "Rules"means the operating rules and operating guidelines of one or more, as the case may be, of NACHA, SNACHA, and Fed Res Sery r "Security Procedure" means the procedure established between Bank and Company for the purpose of verifying that a Payment Order or communication amending or canceling a Payment Order is that of Company s "Security Procedure" means the procedure established between Bank and Company for the purpose of verifying that a Payment Order or communication amending or canceling a Payment Order is that of Company s "Settlement Date" means the Effective Entry Date in the Company Batch Header Record as specified by the originator as the date on which settlement is expected to occur "SWACHM means the Southwestern Automated Clearing House Association Pgnformence of Services Subject to the terms of this Agreement, Company requests that the services selected on Schedule B be provided in accordance with the calendar set forth on Schedule D Company agrees to notify Bank of any deviation from the calendar set forth on Schedule D, such as, without Limitation, a change in a designated file delivery date Settlement and delivery dates shall be dates acceptable to Bank in its sole and absolute discretion Company understands that a change in a designated file delivery date necessarily changes the corresponding Settlement Date Company may revise the calendar at any time, by any means acceptable to Bank, however, Bank must receive notice of any revision at least thirty (30) days prior to the effective date of any change Maintenance of Account. Authorization Company requests that Bank perform the services that company has selected on Schedule B From time to time, and with the approval of Bank, Company may select additional services as such are made available by Bank and listed on Schedule C Bank is hereby authorized and directed to process debit and credit transactions in connection with the services selected by Company All funds transferred by Bank on behalf of company in connection with credit entries processed pursuant to this Agreement shell be withdrawn from the Account Account Balance Company agrees to maintain a sufficient balance of Collected Funds in the Account to allow Bank to make all Transfers and other credit entries contemplated in this Agreement Bank reserves the right at any time to require that Company maintain a certain minimum Collected Balance in the Account If the Account does not contain sufficient Collected Funds to allow Bank to make all ,^ansfers and other credit entries contemplated hereunder, Bank shall not be required to make any transfer of funds from the Account which would exceed the balance of collected Furls in the Account In the event there are not sufficient Collected Funds in the Account to cover Company's obligations under this Agreement, Company agrees that Bank may, in its discretion, reverse Transfers, refuse to process Payment Orders, require Company to deposit additional funds before the Payment Orders are processed, and/or debit or place a hold on funds in any account maintained by Company with Bank and that Bank may set off against any amount it owes to Company, in order to obtain payment of Company's obligations under this Agreement Company shall be liable for any Funds Transfer upon proper instruction by Company whether or not the amount transferred exceeds Company's Collected Balance In that event, Company must deposit to the account sufficient funds to reverse any resulting overdraft by the close of the banking day on which the Transfer was effected Representations. Warranties. and Covenants As to each and every Payment Order that is or will be submitted by Company to Bank for processing, Company represents, warrants, or covenants as follows a Beneficiary's Authorization Company has obtained from Beneficiary a currently valid and enforceable written authorization to initiate debit and/or credit entries to the account that is identified in Company's Payment Order Company has provided to each such Beneficiary a copy of such authorization when made All authorizations have been made in compliance with the Rules as they may be amended from time to time Bank sha(L have the right to rely on each such authorization until actual receipt from Company of a written notice that such authorization is terminated b Timely Submission tech payment Order submitted to Bank for credit to the account of a Beneficiary is timely c Timely and Accurate Submission Each payment order submitted to Bank for debit to the account of a Beneficiary is timely and is for a sum that, on the Settlement Date with respect to such entry, will be due and owing to Company from such Beneficiary or is for a sun specified by such Beneficiary to be paid to Company d No Knowledge of Revocation At the time each Payment Order is submitted to Bank, Company has no knowledge of any revocation by Beneficiary of such Beneficiary's authorization of such Transfers, and Company has no knowledge of any revocation by such Beneficiary's depository institution of its agreement to accept such Transfers, and Company has no knowledge that Beneficiary's authorization of such Transfer has been terminated in whole or in part by operation of law e Compliance No Governmental Approval Repaired Each Payment Order that is submitted to Bank has been prepared in compliance with all relevant federal, state, local, or foreign court or governmental department, board, bureau, agency, administration, commission, or instrumentality As an illustration of the foregoing but without limiting its generality, each Payment Order that is submitted to Bank has been prepared, insofar as applicable, in compliance with the Electronic Fund Transfer Act, as amended, and Regulation E, as such Regulation may be amended from time to time Company's Comoliance with Laws and Reaulations As to each Transfer, Company has complied with all applicable laws and governmental regulations, including, without limitation, all relevant notice requirements set forth in the Electronic Funds Transfer Act and Regulation E ass such are Identified above Comasnv Compliance with Rules Company agrees to comply with all applicable Rules, as any or all such Rules may be amended from time to time Company shell provide to Bank all Information needed by Bank for compliance with all such Rules Company further agrees to comply with all rules and Instructions of Bank relevant to this Agreement h Bank's Duty of Good Faith and Ordinary Care Company will assume full responsibility for all Transfers executed by Bank in good faith and in accordance with the procedures established herein and agrees that Bank shall be conclusively deemed to have discharged Its duty to act in good faith if it has followed the transfer procedures as contained herein and int he Rules or other documents of similar purport, and agrees that Bank assumes no responsibility beyond its duty to exercise ordinary care Record Retention Company shall retain the original or a microfilm or other copy equivalent to e microfilm record of each written authorization of each Beneficiary authorizing the initiation of Transfers to or from Beneficiary's account by Company or election made by any Beneficiary in connection with such Transfers for a period of two (2) years after termination or revocation of such authorization 11, In the case of a single entry authorization, after initiating such entry upon request by Bank Company shall, within five (5) business days of such request, deliver to Bank a copy of such authorization or election by Beneficiary, in a form that can be easily read without any optical aid Notice to Beneficiary Bank shall have no obligation at any time in connection with this Agreement and Transfers hereunder to give notice of any kind to any third person including a Beneficiary, and Company shell give any and ell such notices at its own cost and expense (including, without limitation, any notice to its employees as to availability of payroll Funds Transfers or changes in such availability) If any Beneficiary shall have a depository relationship with Bank, this paragraph shall not affect such relationship or any requirements for notice to be given to such Beneficiary in connection with such relationship This paragraph shall not effect Bank's responsibility to give any notices to Company as such may be required elsewhere in this Agreement 3 Prenotification Prior to the initiation of the first Transfer to or from a Beneficiary's accountpursuant to this Agreement, Company shalt have delivered or sent appropriate notification ("Prenotification") through Bank to the Fed Res Sery for distribution to the RDFI where the account to be debited or credited is maintained Such Prenotification shalt be to the effect that Company intends to initiate one or more Transfers to the specified account pursuant to the authorization of the Beneficiary Company may initiate proper Transfers to or from an account of a Beneficiary through Bank not less than ten (10) business days after such Prenotification has been transmitted by the Fed Res Sery to the RDFI unless within that time period Bank shall have received from the Fed Res Sery a proper notice of rejection of Prenotification that the RDFI will not accept the described Transfers 9 Resubmission of Prenotification If Company's prenotification records is rejected by RDFI and Company Is so notified, Company must correct the reason for rejection, resubmit another Prenotification record, and wait for the prescribed ten (10) business days before submitting any further Payment Orders for the Beneficiary in question 10 PPenaration and Submission of Payment Orders All Payment Orders submitted by Company will be prepared in accordance with Bank's requirements and the Rules 11 Delivery of Input Data Company, or its payroll processor or other authorized agent, will provide Bank with entry information in a prescribed medium format This input must be received by 3 00 p m not Less than one (1) business days before Settlement Date If input media Is in the form of a tape or diskette, it is to be delivered to the designated area specified in Schedule F 12 Erroneous Input Bank shall use reasonable efforts to act on a request by Company for cancellation of a Payment Order if such request is made prior to transmitting the Payment Order to the ACB or, in the case of an On -Us Payment Order, prior to crediting/debiting a Beneficiary's account, provided such request is received by Bank at a time and in a manner affording Bank a reasonable opportunity to act on the request and provided the request complies with the security procedures for cancellation set forth in Schedule G, but Bank shall have no liability if such cancellation is not effected Except as otherwise expressly provided herein, Bank shall (i) process Payment Orders received form Company to conform with the file specifications set forth in the Rules and Rank's ACH Services manual, (it) process and/or transmit such Payment Orders as an ODFI to a RDFI or ACH for further processing, and (iii) settle for such Payment Orders as provided in the Rules and this Agreement Bank shall transmit any Payment Orders requiring further processing to the ACH by the ACH's deadline prior to the Settlement Date shown in such payment Orders, provided (i) such Payment Orders are received before Bank's related cust-off time, and (it) the Settlement Date follows receipt by Bank of such Payment Orders by at least the number of days required by Bank in this Agreement or through separate notification Bank will provide Company with cut-off deadlines which may be amended from time to time Payment Orders shall be deemed received by Bank when Company has complied with the Rules for delivery of Payment Orders and all security procedures in Schedule G If one of the requirements of clause (i) or (ii) of Section 13(b) is not met, Bank shall use reasonable efforts to transmit such Payment Orders to the ACH by the next deposit deadline of the ACH 14 On -Us Entries Except as otherwise expressly provided, in the case of any Payment Orders received for credit/debit to an account maintained with Bank (an "On -Us Transfer"), Bank shall credit/debit the Beneficiary's account in the amount of such Transfer on the Settlement Date contained in such Payment Order, provided the requirements set forth in clauses (i) and (ii) of Section 13(b) are met If one of those requirements is not met, Bank shall use reasonable efforts to credit/debit the Beneficiary's account for the Transfer on the next business day following such Settlement Date 15 inconsistency of Name and Account Number Company acknowledges and agrees that if a Payment Order describes the Beneficiary, RDFI, or any intermediary bank inconsistently by name and number, (account number for Beneficiary, bank number for bank), payment may be made f\by the intermediary or RDFI on the basis of the number even if its identifies a person or bank, as the case may be, different from the named Beneficiary or bank, and Company's obligation to pay the amount of the Payment Order to Bank is not excused in such circumstances 16 Stop Payment Neither Company nor Bank shall have the right to reverse, adjust, or stop payment or posting of a Payment Order after such entry has been received by the Fed Res Sery , or such earlier time as may be imposed by the Rules 17 Remected Entries Upon notification that any Transfer (or group of Transfers) has been rejected by the ACH or any RDFI for any reason, Bank will notify Company, the rejected Transfer(s) will be returned and credited to or debited from Company's Account, and confirmation of the action will be sent to Company by Bank Bank assumes no other responsibility with respect to such rejected or returned Transfer Company shall assume sole responsibility for remaking and resubmitting the subject Payment Order or otherwise handling the payment due a Beneficiary unless rejection was due to an error in the handling of such Transfer by Bank and sufficient data is available to Bank to permit it to remake such Transfer 18 Accuracy of Payment Order Company shall bear sole responsibility for the accuracy of the transit routing number, dollar amounts and account numbers for each Payment Order initiated by Company through Bank 19 Payments. Fees and Expenses Company agrees to promptly pay Bank according to Bank's published fee schedule for services rendered by Bank under this Agreement Company agrees that Bank may reimburse itself for fees due hereunder by debits to Company's Account If the Account does not have a sufficient Collected Balance to cover such charges and fees, Bank nay reimburse itself rom any other account maintained by Company at Bank company agrees to reimburse Bank upon demand for any such charges and fees which remain unpaid Bank may, at is option, require advance payment of such charges or fees or a deposit to cover such charges and frees Bank may amend said fee schedule from time to time 20 Conf li et i no Demands In the event of any disagreement involving this Agreement, or of conflicting demands or notices are made upon Bank relating to this Agreement or any Payment Order item, or amount received by Bank hereunder, Bank may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder with regard to the subject matter of the dispute, so long as such dispute continues, and in any such event, Banks shell not be or become liable to any person for its failure or refusal to act, and Bank shall be entitled to continue so to refrain from acting until (i) the rights of ell parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (mi) all differences shall have been adjusted and all doubt resolved by agreement among all of the interested persons The rights of Bank under this paragraph are cumulative of all other rights which it may have by law or otherwise 21 Liability Article 4A For a Transfer subject to Article 4A of the Texas Business and Commerce Code, Bank will not be liable for any expense, claim , loss, damage, or cost (collectively, "Damages") arising out of or relating to Bank's performance under this Agreement other than those Damages required to be paid under Article 4A, provided, however, Bank shall not be liable for any Such Damages to the extent otherwise disclaimed or reduced in this Agreement Other Transfers For Transfer requests other than those described in the immediately preceding subsection and for Bank's other obligations under this Agreement, Bank will not be liable for any Damages arising out of or relating to Bank's performance under this Agreement other than those Damages which directly result form Bank's acts or omissions constituting negligence or willful omission, subject to the limits set forth below Bank's liabilities limited to direct money Damages Company actually incurs in an amount not exceeding the greater of (i) the compensation Bank receives according to Company's account analysis statement during the month in which such acts or omissions occurred, or (ii) the amount, if any, of funds transferred from an account with Bank owned or controlled by Company (a) exceeding the amount specified in the applicable Payment Order or (b) to an account not specified in the applicable Payment Order However, Bank will not be liable for any Damages unless Company reports such to Bank within fourteen (14) days of the earlier of the date Company receives (i) separate notification of the erroneous Transfer, or (it) the monthly statement which reflects such erroneous Transfer If such an excess or incorrect Transfer occurs, Bank also will calculate and pay or credit compensation equivalent to interest on the excess amount or the amount incorrectly transferred, as applicable, as provided int he following subsection Without limiting the foregoing, Bank shall not be liable for any decision to reject Payment Orders or not to process Payment Orders for the reasons provided herein, or if Company is in breach of any obligations hereunder' if Bank reasonable believes or has actual notice of commencement of bankruptcy or similar proceedings against Company, or if such processing involves funds, the ownership of which, or the right to make withdrawals, is subject to dispute Bank shall not be liable to the extent Company receives the benefit of any Transfer, even if such Transfer is otherwise erroneous Interest Calculation If Bank is obligated to pay compensation equivalent to interest, such will be calculated by Bank as follows, unless Bank and Company expressly agree otherwise if the applicable account is an analyzed account, Bank will adjust the aggregate ledger and Collected Balances of Company's account to reflect properly in the average balances on the account analysis the amount that would have resulted had no error occurred, if the applicable account is a non -analyzed interest bearing account, Bank will calculate the amount using the applicable interest rate(s) for the account, and I if the applicable account is a non analyzed, noninterest bearing account, Bank will calculate the amount using the average of the Federal Fund rates published by the Federal Reserve Bank of New York for the relevant period If Bank is required to refund payment to Company because a Transfer is not completed and such failure to complete was not due to Bank's negligence or omission, than the interest shall be adjusted by a percentage equal to Bank's reserve requirement for the applicable account Compensation, if any, for loss of interest or use of funds due Company as a result of Bank error or of Bank's failure to execute a Payment Order in a timely manner will be for a period not exceeding fourteen (14) days, or the date of actual transfer or error correction, whichever occurs first Limitation of, Liability Bank's duties and responsibilities are limited to those described in this Agreement Bank will use ordinary care in performing under this Agreement, but will be responsible for any loss sustained by Company only to the extent such loss is caused by Bank's negligence or willful omission However, in such case, liability will extend only to the resulting direct loss, as outlined above, and not to any special indirect, exemplary, or consequential damages, including, but not limited to, lost profits, even if Bank has been informed of the possibility of such damages In addition, Bank will not be responsible for Liability, loss, or damage resulting from Company's failure to follow this Agreement or other procedures of ACH Transfers of which Bank has notified Company, any delay in the performance by Bank of, or failure to perform, the provisions of this Agreement which is caused by an act of God, fire or other catastrophe, electrical or computer failure, acts of delays or failure to act by, any carrier and/or agent operating between Bank and Company, or by recipients of transferred funds and their personnel or by any ACH or the Fed Res Sery , or, without limiting the generality of the foregoing, any other cause beyond Bank's control THE OBLIGATIONS, RESPONSIBILITIES, AND LIABILITIES OF BANK AS DESCRIBED HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHER OBLIGATIONS, RESPONSIBILITIES, AND LIABILITIES HEREUNDER, WHETHER DIRECT OR INDIRECT, EXPRESS OR IMPLIED, UNDER LAW OR EQUITY, AND BANK DISCLAIMS AND COMPANY HEREBY WAIVES AND RELINQUISHES ANY FURTHER OR OTHER SUCH OBLIGATIONS, RESPONSIBILITIES, AND LIABILITIES ON BANK'S PART, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR OF MERCHANTABILITY e One Year Limit No action arising out of any claimed breach of this Agreement or transaction under this Agreement may be brought by Company more than one (1) year after the cause of action has accrued 22 Security Procedures Bank's Security Procedure is described in Schedule G attached hereto and incorporated herein The authorizations in Schedule E and security procedures in Schedule G shall apply equally to Payment Orders and requests for cancellation or amendment of payment Orders Accordingly, in this Section 22, "Payment Order" shall be construed to include requests for Transfers and for cancellation or amendment of Payment Orders Company agrees that the security procedures set forth herein constitute a commercially reasonable imthod of providing security against unauthorized Payment Orders Company agrees to be bound by any payment Order, whether or not authorized, issued in Company's name and accepted by Bank in compliance with the security procedures documented herein and Company agrees to indemnify and hold Bank harmless from any loss suffered or liability incurred by Bank in, or arising from, Bank's executing Payment Orders on Company's behalf in accordance with this Agreement or from Bank's refusal to act upon Payment Orders not made in accordance with this Agreement or which cannot be authenticated by Bank if Bank elects to attempt authentication It is understood that the Security Procedures set forth herein are designed to verify the authenticity, and not the correctness, of a Payment Order If Company refuses to follow the Security Procedures, but instead employs its own security procedure, then Company agrees that it will be bound by any Payment Order, whether or not authorized, issued in Company's name and accepted by Bank in compliance with the security procedure chosen by Company Company is responsible for maintaining the confidentiality of the Security Procedures hereunder and shall promptly report to Bank any breach thereof Bank shalt have no liability for losses occasioned by Company's failure to maintain the confidentiality of the Security Procedures 23 Indemnification Except as otherwise established under this Agreement, Company agrees to hold harmless and indemnify Bank, its employees, agents, and affiliates from and against any and all liabilities, claims, costs, expenses, losses, and damages for any and every kind (including reasonable attorneys' fees and costs) arising out of or resulting, directly or indirectly, from the acts or omissions of Company or third parties (including, without limitation, a RDF1, the Fed Res Sery , or other financial institutions or ACH), in connection with this Agreement or the Transfers contemplated herein It is the intention of the parties hereto that this indemnification shalt be unlimited and that it shall include, but not be limited to, any and ell direct, indirect, incidental, consequential, and punitive damages 24 Information Company agrees to prepare and deliver to Bank such information or items as required or requested by Bank to perform the services contemplated by this Agreement Such information and items shalt be prepared and delivered to Bank in such form and manner and at such time and place as shall be acceptable to Bank 25 Notices a Means of Notice Any notice to be given under this Agreement, if by Company, shall be in writing, signed by Company, and mailed to Bank at the address at forth below by certified mail, return receipt requested, and shalt be considered to be given when received and accepted by an appropriate person in Bank's Account Services Department and Bank has had a reasonable opportunity to act on it Any notice to be given under this Agreement, If by Bank, except as otherwise provided herein, may be oral or in writing and shalt be effective when given b Protection of Bank Bank shall be protected in acting upon any form of notice when Bank in good faith believes the notice to be genuine and what it purports to be 26 Term This Agreement shall be effective for a term of one (1) year from the date hereof This Agreement shalt renew each year on its anniversary date for a term of another year unless not less than thirty (30) days prior to such anniversary either party shalt have sent the other party written notice of its intention that the Agreement should expire on such anniversary date and not renew Notwithstanding the foregoing, Bank may terminate this Agreement with such termination to be effective Immediately upon notice to Company if Company fails to comply with the terms of the Agreement, if Company fails to pay when due any of the fees provided for in this Agreement, or if the Account is closed for any reason or is made subject to levy, garnishment, attachment, or similar process or if any Transfer made or contemplated hereunder creates, or would create, an overdraft in the Account 27 MlsgalLaneous (}geratino Procedures All requests by Company for Transfers shall conform to the procedures as set forth herein and as Bank may from time to time prescribe Bank may change these procedures from time to time upon three (3) days prior written notice to Company Company further agrees that it will prevent the disclosure within and outside of its organization, except on a "need to know'- basis, of any of the Bank's procedures relating to Transfers If the confidentiality of the procedures is compromised, Company will notify Bank immediately Amendment Bank may change, add, or delete any procedure established pursuant to this Agreement, from time to time as provided in subsection 2 below In the event there is a change by Company to any Schedule, such change (unless stated otherwise herein) shall be in writing, signed by Company, and shall not be effective until such time as it is received and accepted by Bank-s Account Services Department and Bank has had a reasonable opportunity to act on it Any other modification or amendment by Company to this Agreement shall be in writing and signed by Company and shall be effective when accepted by Bank Unless other provisions in this Agreement or other applicable low provide otherwise, Bank may at any time amend this Agreement upon thirty (30) days written notice to Company in accordance with the Texas Banking Code c No Aaencv Bank shall not be responsible for acts or omissions of any third party, including without limitation, ACH, Fed Res Sery , courier service, SWACHA, NACHA, any transmission or communications facility, or any other party involved with processing of a Payment order, any Beneficiary or RDFI (including without Limitation the return of a Transfer by such Beneficiary or RDFI), and no such third party shall be deemed Bankis agent d Corporate Resolution If Company is a Corporation, Company shall provide to Bank a certificate of corporate resolution which evidences Company's authority to enter into this Agreement e AwLicabi Lity of Deposit Agreement The accounts with Bank affected by this Agreement shall continue to be governed by the Deposit Agreement issued by Bank applicable to such accounts, as it may be amended from time to time, except to the extent such Deposit Agreement may be inconsistent with this Agreement f No Assignment Company may not assign its rights or transfer its obligations under this Agreement without the prior written consent of Bank g Invalid Provision If an section, provision, or condition of this Agreement Is deemed invalid or unenforceable, the enforceability of the remaining provisions shall not be affected h Piece of Performance This Agreement will be governed by the laws of the State of Texas All obligations hereunder are performable in Parker County, Texas, and exclusive venue of any Litigation arising out of this Agreement shall be maintained in Parker County, Texas The limitation of Liability and indemnity provisions of this Agreement will survive termination of this Agreement i Successors and Assigns This Agreement shall inure, except as specifically noted above, to the benefit of, and be binding upon the parties hereto, and their respective successors, assigns, heirs, and personal representatives j Survival The terms, provisions, representations, and warranties contained in this Agreement which by their sense and context are intended to survive the performance hereunder shall so survive the completion of performance and termination of this Agreement k Entire Agreement This Agreement constitutes the entire understanding of the parties in respect of the subject matter hereof, all and prior negotiations, agreements, and representations are merged herein Effective the day of , 199,_ (Company's Address) COMPANY By Name Title BANK Texas Bank P 0 Box 760 By Weatherford, Texas 76086 Name Title SCHEDULE A ACH Origination Settlement Account(s) ACCOUNT NUMBER ACCOUNT STYLE SCHEDULE B ACH Service(s) ❑ Debit Origination (Cash Concentration, Preauthorized Payments) ❑ Credit Origination (Direct Deposit of Payroll, Cash Disbursement) ❑ Other Debit Origination Credit Origination Initial Setup Fee SCHEDULE C (Effective 4-1-94) Day Cycle/Night Cycle Day Cycle/Night Cycle 09/ 09/Item 09/ 09/Item 3000 Tape/Diskette Handling Fee 25 00/Tape SCHEDULE D 1998 BANK CALENDAR JANUARY 1998 APRIL 1998 JULl 1998 OCfOBER 1998 S \I T W T F 5 \I T W T F S 1, \I T W T F S S \I T W T F S 1' 3 1 2 1 4 1 2 3 4 1 2 3 4 5 6 7 h 9 10 5 6 7 � 9 10 11 3 6 7 '1 9 10 11 4 5 6 7 8 9 10 11 12 13 14 15 16 17 12 11 14 15 16 17 18 12 13 14 15 16 17 18 11 12 13 14 15 16 17 18 19 20 21 22 23 24 10 20 21 22 2S 24 25 19 20 '1 22 23 24 25 IS 19 20 21 22 23 24 25 26 27 28 29 30 31 26 27 2a 29 30 26 27 23 29 30 31 25 26 27 28 29 30 31 \i41 1098 AUGI,�T 1998 NOVEMBER 1998 CEDRU TY \I T \C T r s 5 \I T Al T F 5 b \I T W T F S \V T r33ti 3 4 i 6 7" u 2 t 4 ) 6 7 8 8 9 10 11 12 Ii 14 1 2 3 4 i 6 7 8 9 10 11 12 11 14 10 11 12 13 14 15 16 1) 10 11 12 11 14 15 15 16 17 I8 19 20 21 22 23 :4 25 26, 20 22 23 16 1 IS 19 1-0 22 22 23 '-4 25 26 27 28 27 i8 "A 25 'G '7 'h 29 30 1/ 'l7 '5 26 27 '8 29 29 30 \IARCI1 1998 JUNE 1904 sEr'TENIRER 1998 DECOMBER 1998 4 \I T W T F S \I T W T F h \1 T W T F S S \I T W T F S 1 2 3 4 3 6 7 1 2 3 4 i 6 1 '- 3 4 5 1 2 3 4 5 8 9 10 11 12 13 14 7 s 0 10 11 12 11 6 7 8 9 10 II 12 6 7 8 9 10 11 12 15 16 17 18 19 20 21 14 1 i 16 17 18 11) 20 11 14 1) 16 17 18 19 13 14 15 16 17 18 19 22 23 24 25 26 27 28 21 22 23 24 25 26 27 20 21 22 23 24 25 26 20 21 22 13 24 25 26 29 30 31 28 29 30 27 28 29 30 27 28 29 30 31 To guarantee availability of funds on settlement day, files must be received by TEXASBANK (_) banking days prior to settlement Please CIRCLE the days your payroll or debit file 1s to be transmitted or delivered Place an "X" on the settlement day Bank holldgys indicated below January 1. 19 February 1_ March May _ 25 June July September _ 7 October 1_ November 1 1 . 26 Please complete the calendar above, then sign and date below. Signature (TITLE) Company Name - D ate April August December _ 25 SCHEDULE E COMPANY REFERENCE FORM COMPANY NAME (number) signatures are required of officers of the company or agents for the company each of whom has full authority to transact business on behalf of the company pursuant to and under the Texas Bank Automated Clearinghouse Agreement NAMES AND TELEPHONE NUMBERS OF PERSON(S) TO CONTACT The following person(s) is designated to have APPROVAL authority for Automated Clearinghouse transactions NAME (PLEASE TYPE OR PRINT IN INK) TELEPHONE NO SIGNATURE (PLEASE SIGN IN INK) The following personls) is designated to have ORIGINATION authority for Automated Clearinghouse transactions NAME IPLEASE TYPE OR PRINT IN INK) TELEPHONE NO r APPROVED BY TITLE DATE SCHEDULE F AUTOMATED CLEARING HOUSE FILES CONTAINED ON EITHER MAGNETIC TAPE OR FLOPPY DISK MUST BE DELIVERED TO THE FOLLOWING TEXAS BANK LOCATION FOR PROCESSING TO GUARANTEE AVAILABILITY OF FUNDS ON SETTLEMENT DAY, MAGNETIC TAPES/FLOPPY DISKS MUST BE RECEIVED BY TEXAS BANK, AT THE FOLLOWING LOCATIONS, AT LEAST ONE (1) BANKING DAY PRIOR TO SETTLEMENT DAY ACCORDING TO THE PROCESSING DEADLINES INDICATED BELOW DESIGNATED MAGNETIC TAPEIFLOPPY DISK DELIVERY LOCATIONS TEXAS BANK - WEATHERFORD 128 Austin Weatherford, TX 76086 ATTN TONYA POWELL 1 00 P M SCHEDULE G TEXAS BANK ACH SECURITY PROCEDURES The following ACH security procedures are applicable to magnetic media and paper input data 1) Upon execution of the Agreement, Bank will issue a password to each Company Representative designated as having APPROVAL authority in schedule E when possible at least two (2) persons should be designated as backup to Company's primary APPROVAL contact 2) Company will submit a transmittal form to Bank for each payment order file The transmittal must include the file creation date, credit and debit dollar totals, and total number of payment order entries The transmittal form must be signed by a Company Representative designated as having ORIGINATION authority in schedule E 3) Upon receiving a file transmission, Bank will verify that the signature on the accompanying transmittal form matches that of an ORIGINATION Company Representative on Schedule E If a match cannot be verified, Bank will notify the primary APPROVAL Company Representative 4) After processing the file and verifying transmittal data, Bank will contact the primary APPROVAL Company Representative That person will confirm identity with his/her Password, and verbally provide the total dollar amounts of debit and credit entries to Bank for confirmation This conversation will be logged by Bank 5) when the preceding verification process is completed, Company's file will be processed 6) Any telephone conversation between a Company Representative (or a person who purports to be) and Bank may be recorded by Bank PAGE 1 _NTON •c ,A: K 6RD TX i CATHY L FRAZIER 383 2641 From 3.31 99 To 4 30.99 Days Analyzed 030 ' CITY OF DENTON Account 298150 CONTROL CONCENTRATION ACCOUNT "HOLD STATEMENT BR f 2 UPSTAIRS ••••'ATTN LYN JACKSON•••••'•"•' jad Account 298158 Combined Accounts 0000298158 0000298307 0000298331 0000298547 0530000116 COMBINED ANALYSIS STATEMENT Officer Analysis Summary ' Average Daily Book Balance Average Daily Customer Collected Balance Settlement Summary 0000298316 0000298620 Direct Charges Total Deferred Charge to Account 298158 Charge will be Assessed 6110199 " Rate Summary " Earnings Reserve Borrowed Funds Credit Requirement Book I Collected 0000298323 0000298638 3.006,263 00 3,006.263 00 1,873 63 1,873 63 FDIC Assessment • Direct Charges- ' Description of Unit Unit Units tNo Total Services Rendered Value Price Used Chg Price 36 00 Maintenance Fee Debits Processed 5 00 065 7 3436 188 91 Credits Processed 100 766 76 60 71 ACH Debits Fee 055 13 629 15 72 On Us Items Fee Foreign Item Fee 1 025 026 10605 265 13 CIM Monthly Fee 60 000 1 000 60 140 00 00 Out Wire • $6 5 000 28 000 46 00 ACH DISK $16 16 000 3 000 39 96 ACHlltsm-04 040 999 000 41 74 Bill Pint Item Fee 055 759 000 97 00 C1B Redo pp Fee $1 1 000 97 000 100 00 Control Disb Mo Fee Control DyYlsg Item Fee 100 000 130 1 2472 000 000 321 36 CIS 000 41 000 1so 00 SafekeepingyPTransl 50 9 000 136 00 Safekeeping Receipt 16 10 000 000 17 000 170 00 Total Direct Charges 1,873 63 P. Ccrnantunity Relnvestme,Lt '\ct Performance History for Denton - 19St Large WtuunoniPerformance Evaluation July 1999 METROPOLITAN AREAS [Complete for metropolitan areas with some or all assessment areas reviewed using the examination procedures] DESCRIPTION OF INSTITUTION'S OPERATIONS IN DENTON COUNTY, TEXAS: Denton County is a part of the Dallas PMSA The county has a 1998 estimated population of 384,020 residents This represents an mcrease of about 5 3 percent over 1997 population estimates and a 40 4 percent increase over 1990 census data The county consists of 48 census tracts Of these tracts, three or 6 3 percent are designated as low- mcome and six or 12 5 percent are designated as moderate-mcome areas Middle- and upper-mcome tracts comprise 39 6 and 417 percent, respectively The 1998 HUD estimated median family income is $54,400 Based on 1990 census figures, there are 70,331 families in the assessment area, with approximately 12 percent of the families being low-income Moderate-, middle- and upper-mcome families account for about 16, 25, and 47 percent, respectively TB operates four branches in the county, with two in the city of Denton, and one each in Flower Mound and Lewisville Of the four branches, one is in a moderate -income tract, one is in a middle - income tract, and two are in upper -income tracts Since the last evaluation, one branch located in an upper-mcome tract was opened in 1998 No branches have been closed since the last evaluation According to the FDIC, there are 24 commercial banks and four savings institutions operating in } - Denton County Total deposits in the area as of June 30, 1998 are about $2 billion TB ranks sixth j with a 5 1 percent market share 22 L p Insutution Performance Evaluation July 1999 CONCLUSIONS WITH RESPECT TO PERFORMANCE TESTS IN DENTON COUNTY, TEXAS: Lending Test TB's performance in originating home mortgage, home improvement, small business, small farm, and consumer loans in (1997 and) 1998 is considered outstanding 1998 DENTON COUNTY ASSESSMENT AREA ADJUSTED MEDIAN FAMILY INCOME $54,400 INCOME CATEGORY INCOME RANGE % INCOME RANGE $ Low < 50% < $27,200 MODERATE 50 to <80% $27,200 and < $43,520 MIDDLE 80% to < 120% $43,520 and < $65,280 UPPER 120% and over > $65,280 The chart above provides the 1998 adjusted median family income for the Denton County assessment area The table gives the income range for each income category 23 I Large Insnmuon Performance Evaluation l July 19" 1 The following chart details the distribution of lending by categories of products, borrower income levels, and tract income levels LENDING TEST — DENTON COUNTY 1998 Lending by Business/Farm Revenue Small Business Small Farm $1 million or less 113 77 9% 6 85 7% Over $1 million 32 I 22 1% 1 I 14 3% Lending by Tract Income Low income tracts 5 3 4% 0 0 0% Moderate income tracts 32 22 1% 1 14 3 % Middle income tracts 62 42 8% 4 57 1% Upper income tracts 46 31 7% 1 2 28 6% Loan Size $100,000 or less 129 89 0% 6 85 7% $100,001 - $250, 000 7 4 8% 1 14 3% $250 001 and up 9 6 2% 0 0 0% TOTAL 145 1000 1 7 1 1000 Lending by Tract Income HMDA Consumer Loans 2 1 3% 19 5 2% Low income tracts Moderate income tracts 12 7 5% 31 8 5% I Middle income tracts 15 47 2% 181 49 9% Upper income tracts 70 44 0% 132 36 4% Lending by Borrower Income Low income borrowers 5 3 1% 104 28 7% Moderate income borrowers 25 15 7 % 78 21 5 % Middle income borrowers 40 25 2 % 73 20 1% Upper income borrowers 78 49 1% 96 26 4% Income not available 11 6 9% 12 3 3% TOTAL IS! 100 0 363 100 0 Small Businfss and Small Farm Lending As indicated in the above chart, TB originated 145 small business loans in the Denton County assessment area in 1998 The bank's total dollar volume of small business lending decreased 36 8 percent, from $12 5 million in 1997 to $7 9 million in 1998, as a result of the previously referenced merger and acquisition activity Dun & Bradstreet data indicates a total of 433 or 6 4 percent of business establishments are located in low-mcome tracts, 1,080 or 15 9 percent are located in moderate-mcome tracts, and 2,379 or 35 0 percent and 2,904 or 42 7 percent are located in middle - and upper -income tracts, respectively. TB's 145 small business loans are comparably distributed across Denton County by census tract income level Additionally, almost 26 percent of loans by dollar I volume were extended to businesses located in low- and moderate -income level tracts Furthermore, J TB extended almost 78 percent of its business loans to companies with revenues of $1 million or less If loan size is considered as a proxy for business size, then the bank appears responsive to the credit 1 needs of very small businesses 24 1 I 4 1 1 I Large Institution Performance Evaluation July 1999 HMDA Lending About five percent of the families in Denton County live below the poverty level Within low- and moderate -income tracts, about 29 and 17 percent of the families live below the poverty level, respectively As a result of this demographic data, a smaller percentage of residential loans would be expected in those census tracts DISTRIBUTION OF HAIDA LOANS BY CENSUS TRACT INCOME LEVEL CENSUS TRACT LOAN TYPE % OF % OF INCOME LE'V -' Conventional FHA/VA Home Refinancing FAMILIES OWNER - Im rovement OCCUPIED rr % # % # % N % UNITS Low -Income 2 23 1 0 00 1 0 00 0 00 20 0 8 Moderate -Income 1 10 1112 1 1 1 91 1 0 1 00 1 1 2 4 1 5 6 1 45 INtddle-Income 44 49 4 6 54 5 5 31 3 19 45 2 45 1 43 6 U r-Income 33 37 1 4 36 4 11 68 8 22 52 4 47 3 51 1 TOTAL 189 1 100 1 11 1 100 1 16 1 100 1 42 1 100 1 100 1 100 The table above recaps the number of HMDA loans and the representative percentage of owner - occupied units and families who reside in those tracts Given the number of owner -occupied units and families living in these tracts, the bank shows a respectable distribution of loans to borrowers in all income tracts, especially when the previously mentioned poverty levels in low- and moderate-mcome tracts is considered 25 Large Institution Performance Evaluation July 1999 le data in the following table indicates a slight decrease in the distribution of conventional loans to borrowers of different Incomes However, the batik has made solid efforts in making FHANA loans to low- and moderate -income borrowers, as over half of all of these loans were extended to these borrowers These tables Indicate that the baiWs lending within the tract and borrower income levels is excellent given the demographics of this assessment area DI TRIBUTION OF HMDA LOANS BY BORROWER INCOME LEVEL BORROWER INCOME LEVEL LOAN TYPE TOTAL FAMILIES Conventional FHAIVA Home Im rovement Refinancing # % A % k % N % Number % Low -Income 1 11 2 182 1 6 3 1 24 8,814 125 Moderate -Income 11 124 4 364 1 63 9 214 10,886 155 Middle -Income 25 281 5 455 3 188 7 167 17,360 247 Upper -Income 44 1 494 0 00 10 625 24 57 1 33,271 473 TOTAL 89* 1 100 11 100 16* 100 42* 100 170,331 100 * The above noted totals reflect 8 conventional loans, 1 home improvement loan, and 1 refinancing loan for which income was not available 26 Large Institution Performance Evaluation July 1999 I Community Qevelopment Lending The bank's record of community development lending in this AA is lacking Management indicated that the most attention has been devoted to the Fort Worth -Arlington AA, but opportunities are being sought in the Denton AA Once the loan program with the city of Fort Worth is funded, more attention will be directed to the other portions of the bank's assessment areas Investment Test As noted in the discussion of the institution's overall performance, the bank's community development investments were evaluated under the following four performance criteria 1) the dollar amount of qualified investments, 2) their innovanveness or complexity, 3) responsiveness to credit and community development needs, and 4) the degree to which the qualified investments are not routinely provided by private investments TB's performance under the investment test is considered needs to improve The only qualified community development investment involves a Denton Housing Bond loan Program, whereby the bank invested $15 thousand to participate in a program providing affordable housing for first -tune homebuyers. The bank has committed to a maximum of $1 5 million in loans and has funded about $995'thousand as of the date of review Service Test The bank's performance in providing retail banking services and the availability and effectiveness of alternative systems for delivering retail banking services was assessed and is considered high satisfactory The bank's four full -service banking locations in Denton County are readily accessible to essentially' all portions of the assessment area In addition to drive-throughs and ATMs at each location, there is an off-prermses ATM located in a hospital, which is in a moderate -income tract TB closed on off -premises ATM on June 16, 1999 The ATM was located in a retail establishment with declining business in a middle -income tract Please refer to the discussion of the overall instinition's performance for further details concerning the bank's performance under the service test 27 TEXASBANK OFFICERS AS OF 10/08/90 Arhnaton Alec Barry Vice President Bennett Carter Banking Center President Lori Cortez Assistant Vice President Timara Harper Mortgage Loan Officer Atrium Linda Borunda Technical Training Officer Cary Estes Vice President Jeff David Chief Operations Officer Evelyn Dedman Senior Vice President Tammy Fulfer Banking Officer Keith Leonhardt Vice President LaTonya Mayfield Assistant Vice President Jodie Payne Vice President Patty Somers Assistant Vice President Benbrook David Hamilton Vice President LaDonna Yates Assistant Vice President Burleson Rose Felan Assistant Vice President Cleburne Bradley Allen Vice President Jane Christian Assistant Vice President Stan Gray Banking Center President College Park Cathy Smalley Assistant Vice President Crowley Nancy Behrens Banking Officer Beth Clark Assistant Vice President John Quiroz Banking Center President Paul Wethington Vice President Denton North Michelle Kitch Assistant Vice President Denton South Joanna Britton Assistant Vice President Linda Farquhar Banking Officer Veronica Garcia Marketing Officer Todd Price Assistant Vice President Jessie Rennaker Banking Officer Marty Rivers Vice President Randy Robinson Banking Center President Lee Shankim Assistant Vice President Toni Simmons Vice President David Stanley Senior Vice President Billie Watson Banking Officer Judy Willis Assistant Vice President Flower Yvette Coburn Banking Officer Jim Hendry Banking Center President Marvin Jackson Vice President Judy Lawing Banking Officer Joe Willard Senior Vice President FW Downtown Sarah Cloutier Assistant Vice President Bryan Thomas Vice President Granbury Larry Brockman Banking Center President Scott Lancaster Vice President Leslie Sharp Assistant Vice President Chuck Sheridan Assistant Vice President Grapevine Neva Frymire Executive Vice President Betty Futch Assistant Vice President Gayland Lawshe Senior Vice President Marianne Lepon Banking Officer Roane Logan SBA Lending Officer Matt McPhail Banking Officer Stan O'Neil Banking Center President Denise Perry Banking Officer Lois Powell Banking Officer Kenda Vokes Business Development Officer Hillsboro Nancy McKim Mortgage Loan Officer Anita Mears Assistant Vice President Keith Odom Banking Officer Larry Zabcik Banking Center President Hulen Kevin Downing Banking Center President Tom Turner Vice Chairman Linda Van Grevenhof Vice President Pat Vanness Vice President Lewisville Chris Trimble Assistant Vice President Ridemar Joe Barnhart MaryKay Bauernfeind Tom Brock Vernon Bryant William Cranz Richard DeNeefe Frances Downing Debbie Ellis Bonnie Fowler Ed Fritz Charleen Goldston Sherry Hall Kristi Huskey Marianne Irvin Lisa Lockwood Robert Havran Tom Lang Warren Ludwig Linda Maberry Angie Martin Bruce McNeil President Vice President Vice President President & Chief Executive Officer Senior Vice President Assistant Vice President Vice President Vice President (Brownwood) Vice President (Stephenville) Vice President Vice President Vice President Assistant Vice President Business Development Officer Mortgage Loan Officer Senior Vice President Vice President Assistant Vice President Senior Vice President Banking Officer Banking Center President Ridemar tcont.) Santa Fe Weatherford Willow Park h foonskofnst wpd Sherri Miller Vice President William Osmon Leasing Officer Cmdi Pimental Vice Prestdent Aline Piper Vice President Greg Stuteville Senior Vice President Stephen Todd Vice President Michael Vahrenkamp Banking Officer LeaAnn Weddel Senior Vice President Glen Wright Senior Vice President & Chief Lending Officer Acquired Employees of Amentex Residential Mortgage, Inc Cozette Dinkins Banking Officer/Ridgmar Darren Fox Banking Officer/Oklahoma City Sherrilyn Fox Banking Officer/Oklahoma City Denise Geraci Banking Officer/Colleyvdle Mark McClelland Banking Officer/Colleyville Catherine McEntire Banking Officer/Grapevine Don Pearce Banking Officer/Arlington Greg Preston Banking Officer/Ridgmar Ron Vietenheimer Banking Officer/ColleyviIle Gwen Chick Sheri Fergason Pat Hamilton Gary Hobbs Maria Jones Shelly Mix Carolyn Parker Melissa Schrank Shirley Stokes Darlene Toles Laurie Ball Doug Bennett Wayne Bryant Karen Cherubmo Bob Glenn Paulette Gillum John Good Loretta Gorman Robert Hampton Lindsey Hester Susan Hicks Rose Lyon Sue Plowman Pam Rhoten Sue Shaw Linda Stdle Martin Talley Cindy Vaszauskas Connie White Carol Moon Chief Financial Officer Banking Officer Banking Center President Vice President Vice President Assistant Vice President Vice President Banking Officer Vice President Assistant Vice President Banking Officer Vice President Executive Vice President Assistant Vice President Executive Vice President Banking Officer Vice President Assistant Vice President Senior Vice President Banking Center President Loan Operations Officer Assistant Vice President Public Relations Officer Assistant Vice President Assistant Vice President Banking Officer Vice President Vice President Assistant Vice President Assistant Vice President 11N 4 c,sdaral Financial Institutions Examination Council Board of Governor# of the Federal Reserve System OMB Number 7100-0038 Federal Deposit Insurance Corporation OMB Number 300e-0052 Offloe of the Comptroller of the Currency OMB Number 1557-0081 Expires Much 31, 2002 Please rater to page I. a Table of Contents, for tin required disclosure of sefbneted burden 1. Consolidated Reports of Condition and Income for `A Bank With Domestic Offices Only and Total Assets of $300 Million or More—FFIEC 032 /199909301 „r. Report at the close of business September 30, 1999 (RCN eaea) 1 This report is required by law: 12 US C 9324 (State This report form is to be filed by banks with domestic offices i ),member banks), 12 U S C. b1817 (State nonmember banks), only Banks with foreign offices (as defined in the ?ii,Pnd 12 U S C 11161 (National banks) Instructions) must file FFIEC 031 NOTE The Reports of Condition and Income must be signed i' by an authorized officer and the Report of Condition must be 440"attested to by not less then two directors (trustees) for State p"nonmember banks and three directors for State member and sIN National banks Gwen Chick. CFO and This of Officer Authorized to Sign Report named bank do hereby declare that the Reports of In and Income (including the supporting schedules) report date have been prepared in conformance with :ructions issued by the appropriate Federal regulatory y and are true to the best of my knowledge and Y t r )' �SV�'liYl.��tufi�u Sionature of Officer Autho ized to Sign Report e ,�' j1 _ Qetober 27. 1999 �DOta of Signature y h 6�dPf M ;rf eubmieelon of Reports "tM Each bank must prepare Its Reports of Condition and Income a,-,-1either a„ (a) in electronic form and then file the computer date file directly with the banking agencies' collection agent, Electronic Data Systems Corporation (EDS), by modem or ri on computer diskette, or ' a v (b) in hard -copy (paper) form and arrange for another party to convert the paper report to electronic form That parry (if other than EDS) must transmit the bank's computer data file to EDS DIC Certificate Number Il 151 Fn 3 4 sew setm 4_ 111 The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority Instructions We, the undersigned directors (trustees), attest to the cor- rectness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the beat of our knowledge and belief has been prepared in conformance with the instructions Issued by the appropriate Federal regulatory authority and is For electronic filing assistance, contact EDS Cell Report Services, 2150 N Prospect Ave, Milwaukee, WI 53202, telephone (800) 255.1571 To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page (or a photocopy or a computer -generated version of this page) to the hard -copy record of the completed report that the bank places in its files TexasBank Legal 11tie of Bank rim arm �r { :•,N Kp 11 Weatherford .. Primary Internet Web Address of Bank (Nome Page), if any mxr.an City man earn (Example www examplebenk corn) Texas 76086 � Stets AbMev irsxr szam 21P Coda rtezt sum v. ` Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency Facsimile TRANSMITTAL To, Luis Gonzales Fax #• (214) 922-6159 Re' Texas Bank #15832 Call Report 9/30/99 Date November 5, 1999 Pages 2 , Including cover sheet Attached is confirmation of re -transmission of Call Report on 11/5/1999 From the desk of Carolyn S Parker Vice -President Texas Bank 1400 Santa Fa/P O Box 760 Weatherford, TX 76086 517 598.2326 Fax $17 598.2346 FFIEC Transmission Confirmation Fil Status 1 (Valid Transmission) Transmission Type R (FFIEC) Confirmation No 0045045 Vendor No 230 Certificate No Call Date Transmission Date Transmission Time Bank Name 15832 09/30/99 11/05/99 10 35 49 (CST) Texas Bank I -egal Title of Bank Texan5ank C� Call Date 09/30/1999_ FFIEC 032 Address P o $ox 760 Page RI-6 =Sty, State Lip Weatherford, TX 76086 Printed 11/05/1999 at 30 31 FDIC Certificate No 11151013121 Sch_.Ule RI-E--Cont3.nued 3 Extraordinary Stems and other adjustments and applicable income tax effect (tram Schedule RI, item III (itemize and describe all extraordinary items and other ad uatmenta a (11 TEXT 6373 Etteo! of adopting FAB 133 "Accountin for Derive (2) A licable income tax effect RIAD 4486 0 6373 0 9 a (1) 3 a (2) b I11 TEXT 4487 4487 3 b (1) 3 b (2) (2) A licable income tax effect RIAD 4488 c 11) TEXT 4489 4489 3 c (1) 3 c (2) 121 Applicable income tax effect RIAD4493 4 Equity capital adjustments from amended Reports of Income (from Schedule RI -A, Stem 2) (itemize and describe all adjustments( a TEXT 4492 4492 4493 4 a 4 b b TEXT 4493 5 Cumulative effect of changes in accounting principles from prior years (from Schedule RI -A, item 9) (itemize and describe all changes in accounting principles)) a TEXT /494 4494 4495 5 a 6 b b TEXT 4495 1 6 Corrections of material accounting errors from prior years (from Schedule RI -A, item 10) (itemize and describe all corrections) a TEXT 4496 4496 4497 6 a 6 b b TEXT 4497 1 7 Other transactions with parent holding company (from Schedule RI -A, item 12) maze and describe all such transactions) TEXT 4498 4498 4499 7 a 7 b b TEXT 4499 8 Adjustments to allowance for credit losses (from Schedule RI-8, part II, item 5) (itemize and describe all adjustments) e TEXT 4521 4521 4522 8 a 8 b bI TEXT 4522 9 Other explanations (the apace below is provided for the bank to briefly describe, at its I398 I399 <- option, any�other significant items affecting the Report of Income) No comment I'(RIAD 4769) Other explanations (please type or print clearly) (TEXT 4769) Income was received from TIB (our correspondent bank) for funds which they failed to move into federal funds and errors which they made to our account in cash letter clearing The account at TIB 3,s non -interest bearing but they are our agent for the purchase or sale of fed funds A total of $2 was paid to Texas Bank by TIB during the 3rd quarter of 1999 8 ..egal Title of Bank TexasBank Call Date 09/30/1999_ FFIEC 032 mddress p O Box 760 Page RC-22 City, State Zip Weatherford, TX 76086 Printed 11/05/1999 at 10 32 FDIC Certificate No 11151013121 Schedule RC-R--Regulatory Capital This schedule must be completed by all banks as followat Banks that reported total assets of al billion or more in Schedule RC, item 12, for June 30, 1998, must complete items 2 through 9 and Memoranda items 1 and 2 Banks with assets of loss than 61 billion anet complete items 1 through 3 below or schedule RC-R in its aatizety, dopanding on their response to item 1 below 1 Test for determining the amtoot to which 8ahodulo RC-R moat be completed To be completed only by banks with total assets of lose than 61 billion Indicate in the appropriate box C300 <- at the right whether the bank has total capital greater than or equal to eight percent YES NO of adjusted total assets RCON 6056 % 1 For purposes of this test, adjusted total assets equals total assets lees cash, U S Treasuries, U S Government agency obligations, and 80 percent of U S Government -Sponsored agency obligations plus the allowance for loan and lease losses and selected off -balance sheet items as reported on Schedule RC-L (see instructions) If the box marked YES has been checked, then the bank only has to complete items 2 and 3 below If the box marked NO has been checked, the bank must complete the remainder of this schedule A NO response to Stem 1 does not necessarily mean that the bank's actual risk -based capital ratio is lees than eight percent or that the bank is not in compliance with the risk -based capital guidelines NOTC All banks are required to complete items 2 and 3 below Boa optional wos shoot for it 3 a throw 3 ! Dollar Amounts in Thousands RCON B 1 Mil Thou 2 Portion of qualifying limited -life capital instruments (original weighted average maturity of at least five years) that is includible in Tier 2 capital a Subordinated debt(1) and intermediate term preferred stock A515 0 2 a t her capital instruments A51® 2 b 3 A to usetl Sn calculating regulatory capital ratios (report amounts determined by the bank used in for its own internal regulatory capital analyses consistent with applicable capital Standards( 8214 47,093 3 a (1) a (1) Tier 1 capital 9275 4,707 3 a (2) (2) Tier 2 capital (3) Tier 3 capital 1395 0 3 a (3) b Total risk -based capital 379® 3 b c Excess allowance for loan and lease losses (amount that exceeds 1 25► of gross risk -weighted assets) A22 3 0 d (1) Net risk -weighted assets (gross risk -weighted assets, including market risk equivalent ® assets, less excess allowance reported in item 3 c above and all other deductions) A223 $40,052 3 d 11) (2) Market risk equivalent assets (included in item 3 d (1) above) 16510 3 d (2) a Maximum contractual dollar amount of recourse exposure in low level recourse transactions (to be completed only if the bank uses the "direct reduction method" to report these transactions in Schedule RC-R) 17270 3 a f "Average total assets" (quarterly average reported in Schedule RC-K, item 9, less all ascots deducted from Tier 1 capital)(2) A224 6N 941 9 ! ✓ Items 4-9 and Memoranda iteam 1 and 2 me to be completed by banks that answered NO to itm 1 above and by banks with total assets of $1 billion or more 4 Assets and credit equivalent amounts of off -balance sheet items assigned to the Zero percent risk categoryt a Assets recorded on the balance sheet V redit equivalent amount of off -balance Sheet items (Column A) (Column B) Assets Credit Equiv- Recorded alent Amount on the of Off -Balance Balance Sheet Sheet Items(3) RCON Oil Mil Thou RCON B11 =3796*0 (1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7 (2) Do not deduct excess allowance for loan and lease losses (3) Do not report in column B the risk -weighted amount of assets reported in column A 30 -egal Title of Bank TexasBank Address P O BOY 760 .Sty, state 21p Neathyrford, TX 76006 vDIC Certificate No 11151013121 Sch-"ule RC-R--Continued 5 Assets and credit equivalent amounts of off -balance sheet items assigned to the 20 percent risk category a Assets recorded on the balance sheet b Credit equivalent amount of off -balance sheet items 6 Assets and credit equivalent amounts of off -balance sheet items assigned to the 50 percent risk category a Assets recorded on the balance sheet b Credit equivalent amount of off -balance sheet items 7 Assets and credit equivalent amounts of off -balance sheet items assigned to the 100 percent risk category a Assets recorded on the balance sheet b Credit equivalent amount of off -balance sheet Stems 8 On -balance sheet asset values excluded from and deducted in the calculation of the risk -based capital ratio(2) 9 Total assets recorded on the balance sheet (am of items 4 a, 5 a, 6 a, 7 a, and 8, column A) (must equal Schedule RC, item 12 plus items 4 b and 4 c) Memo Call Date 09/30/1999. FFIEC 032 Page RC-23 Printed 11/05/1999 at 10 32 (Column A) I 'Column BI Assets Credit Equiv- Recorded &lent Amount on the of Off -Balance 5165 149,235 5 a 3801 0 5 b 3802 79 014 = 6 a M3803 0 6 b 3804 444,764 7 a ;3805M25� 7 b 3806 6,502 1 Current credit exposure across all off -balance sheet derivative contracts covered by the risk -based capital standards 2 Notional principal amounts of off -balance sheet derivative contracts(3) a Interest rate contracts b Foreign exchange contracts c Gold contracts d Other precious metals contracts e Other commodity contracts f Equity derivative contracts With a remaining maturity of (Column Al (Column B) 'Column C) One year or lees Over one year Over five years through five years BOON Tril Bil Mil Thou RCON Tril Bil Mil Thou RCON Tril Bil Mil Thou 3809 0 8766 0 8767 0 3812 0 8769 0 8770 0 8771 0 8772 0 8773 0 8774 0 8775 0 1771 0 8777 0 8718 0 8179 1 0 A000 0 A001 0 A002 0 8 9 M 1 M 2 a M 2 b M 2 c M 2 d M 2 a M 2 f (1) Do not report in column B the risk -weighted amount of assets reported in column A (2) Include the difference between the fair value and the amortized cost of available -for -sale debt securities in item 8 and report the amortized coat of these debt securities in items 4 through 7 above Item 8 also includes on -balance sheet asset values (or portions thereof) of off -balance sheet interest rate, foreign exchange rate, and commodity contracts and those contracts (e g , futures contracts) not subject to risk -based capital Exclude from item B margin accounts and accrued receivables not included in the calculation of credit equivalent amounts of off -balance sheet derivatives as well as any portion of the allowance for loan and lease losses in excess of the amount that may be included in Tier 2 capital (3) Exclude foreign exchange contracts with an original maturity of 14 days or less and all futures contracts 31 Board of Governors of the Federal Reserve System OMB Number 7100.0035 Federal Deposit Insurance Corporation OMB Number 306a-0052 Office of the Comptroller of the Currency OMB Number 1557 0051 Expires March 31 2002 t:ederal Financial ilnstitutions Examination Council Please relay to page I Table f ❑ Table of Contents for .� the required disclosure of estmated burden Consolidated Reports of Condition and Income for A Bank With Domestic Offices Only and Total Assets of $300 Million or More -- FFIEC 032 Report at the close of business September 30,1999 (1 (RCRI911�30) This report is required by law 12 U S C 324 (Stale This report form is to be filed by banks with domestic offices member banks), 12 U S C 1817 (State nonmember banks), only Banks with foreign offices (as defined in the and 12 U S C 151 (National banks) instructions) must file FFIEC 031 NOTE The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not leas then two directors (trustees) for State nonmember banks and three directors for State member and National banks and nde of Officer AuthorWe to Sign Report �f the named bank do hereby declare declare that the Reports of )ndition and Income (Including the supporting schedules) .or this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief Signature of Officer Authofi2ed to Sign Report Date of Signature Submission of Reports Each bank must prepare Its Reports of Condition and Income either (a) in electronic form and then file the computer data file directly with the banking agencies' collection agent, Electronic Data Systems Corporation (EDS), by modem or on computer diskette, or (b) In hard -copy (paper) form and arrange for another party to convert the paper report to electronic form That party (if other than EDS) must transmit the bank's computer data file to EDS FDIC Certificate Number I I I I I I (RCRI 9050) `tp H Primary Internet Wag Address of Bank (Home Page) If any (Text 4097) (Example w examplabank com) The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority Instructions We, the undersigned directors (trustees), attest to the cor- rectness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared In conformance with the Instructions Issued by the appropriate Federal regulatory authority and is true and correct (Trustee) Dlreclor(Trustee) Director (Trustee) For electronic filing assistance, contact EDS Call Report Services, 2150 N Prospect Ave, Milwaukee, WI 53202 telephone (800) 255.1571 To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach this signature page (or a photocopy or computer -generated version of this page) to the hard -copy record of the completed report that the bank places In its files Legal Title of Bank (Text 9010) City (TM 9130) State Abbrev (Ireq 0200) Zip Coda f rext 9220) Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation Office of the Comptroller of the Currency Legal Title of Bank Terao$ank Call Date 09/30/1999 FFIEC 032 Address 9 O Sex 760 Page RI-1 City, state Zip xtatherford, TX 76006 Printed 10/27/1999 at 11 57 FDIC Certificate No 11151013121 Consolidated Report of Income for the period January 1, 1999-September 30, 1999 All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars Schedule RI --Income Statement 1 Interest income a Interest and fee income on loans (1) Loans secured by real estate 4011 25,676 1 a (1) (2) Loans to finance agricultural production and other loans to farmers 4024 302 1 a (2) (3) Commercial and industrial loans 4012 5,435 1 a (3) (4) Loans to individuals for household, family, and other personal expenditures (a) Credit cards and related plane 4054 82 1 a (4)(a) (b) Other 4055 1,441 1 a (4)(b) (5) Loans to foreign governments and official institutions 4056 0 1 a (5) (6) Obligations (other than securities and leases) of states and political subdivisions in the U S (a) Taxable obligations 4503 0 1 a (6)(a) (b) Tax-exempt obligations 4504 4 1 a (6)(b) (7) All other loans 4058 162 1 a (7) b Income from lease financing receivableai Taxable leases 4505 417 1 b (1) 1 Tax-exempt leases 4307 59 1 b (2) c Interest income on balances due from depository institutions(l) 4115 8 1 c d Interest and dividend income on securities (1) U S Treasury securities and U S Government agency obligations (including mortgaga-backed securities issued or guaranteed by FNMA, FRLM, or GMIA) 4027 5,116 1 d (1) 12) Securities issued by states and political subdivisions in the U S (a) Taxable securities 4506 0 1 d (2)(a) (b) Tax-exempt securities 4501 0 1 d (2)(b) (3) Other domestic debt securities (including mortgage -backed securities not issued or guaranteed by INA, FRLM' or am%) 3657 0 1 d (3) 14) Foreign debt securities 3658 0 1 d (4) (5) Equity securities (including investments in mutual funs) 3659 116 1 d (5) e Interest income from trading assets 4069 0 1 a f Interest income on federal funds sold and securities purchased under agreements to resell 4020 410 1 f g Total interest income (sum of Stems 1 a through 1 f) 4107 39,329 1 g (1) Includes interest income on time certificates of deposit not held for trading 3 egal Title of Bank TexasBank Call Date 09/30/1999 FFIEC 032 ddreas P O Box 160 Page RI-2 Ity, State ZIP Weatherford, TX 76086 Printed 10/27/1999 at 11 57 DIC Certificate No 11151813121 3che�ule RI --Continued 2 Interest expense --I= a Interest on deposits, (1) Transaction accounts (NOW accounts, ATS accounts, and telephone and preauthorized transfer accountel 450� 2 a (1) (2) Nontransaction accounts (a) Money market deposit accounts (MMDA9) 4509 2,947 2 a (2)(a) (b) Other savings deposits 4511 320 2 a (2)(b) (c) Time deposits of $100,000 or more A517 2,550 2 a (2) Cc) (d) Time deposits of lees than $100,000 A51- 2 a (2)(d) b Expense of federal funds purchased and securities sold under agreements to repurchase 418- 2 b c Interest on demand notes issued to the U S Treasury, trading liabilities, and other borrowed money 418® 2 a d Not applicable e Interest on subordinated notes and debentures 4200 0 2 a f Total interest expense (a= of items 2 a through 2 e) 4073 14 143 2 f RIAD 4074 23,105 3 Net interest income (item 1 g minus 2 f) 4 Provisions a Provision for credit losses BIRD 4230 1,053 b Provision for allocated transfer risk RIAD 4243 0 5 Noninterest income 4070 095 a Income from fiduciary activities 5 a t rvice charges on deposit accounts 408® 5 b c ading revenue (must equal Schedule RI, sum of Memorandum items 8 a through 8 d) A220 0 5 c d -e Not applicable f Other noninterest income (1) Other fee income 5407 fill 5 f (1) (2) All other noninterest income` 9 Total noninterest income (sum of items 5 a through 5 f) 5408 1,434 5 L 2 RIAD 4079 6,575 6 a Realized gains (losses) on held -to -maturity securities RIAD 3521 0 b Realized gains (losses) on available -for -sale securities RIAD 3196 4 7 Nonintereat expense a Salaries and employee benefits 413� 7 a b Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest) 4217 3,630 7 b c Other noninterest expense- 4092 6 550 1 7 a RIAD 4093 23,587 d Total noninterest expense (am of items 7 a through 7 c) 8 Income (loss) before Income taxes and extraordinary items and other adjustments (item 3 plus or minus items 4 a, 4 b, 5 g, 6 a, 6 b, and 7 d) RIAD /301 7,116 9 Applicable income taxes (on Stain_ RIAD 4302 2 137 10 Income (lose) before extraordinary items and other adjustments (item 8 minus 9) RIAD 4300 4,979 11 Extraordinary items and other adjustments, not of income taxes- RIAD 4320 1 0 12 Net income (loss) (am of items 10 and 11) RIAD 4340 4 979 'Describe on Schedule RI-E--Explanations 3 4 a 4 b 5 g 6 a 6 b 7 d 8 9 10 11 12 4 .egal Title of Bank ToxasBank Call Date 09/30/1999 . FFIEC 032 ,ddress P 0 Box 760 Page RI-3 ity, State Zip Weatherford, TX 76086 Printed 10/27/1999 at 11 57 'DIC Certificate No 11151913121 Sche.. ule RI --Continued 1381 <- 4emoaanda Year-to-date Dollar Amounts in Thousands RIAD Bil Mil Thou 1 Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after August 7, 1986, that is not deductible for federal income tax purposes 4513 31 M 1 2 Income from the sale and servicing of mutual funds and annuities (included in Schedule RI, item 8) 8431 139 M 2 3 Not applicable 4 Number of full-time equivalent employees at end of current period (round to Number nearest whole number) 4150 425 M 4 5 -6 Not applicable 7 If the reporting bank has restated its balance sheet as a result of applying push down RIAD CC YY MM DO accounting this calendar year, report the date of the bank's acquisition(1) 9106 00 00 00 00 M 7 8 Trading revenue (from cash instruments and off -balance sheet derivative instruments) (am of Memorandum, items 8 a through 8 d must equal Schedule RI, item 5 c) a Interest rate exposures 8757 0 M B a b Foreign exchange exposures 8758 0 M 8 b c Equity security and index exposures 8759 0 M B c d Commodity and other exposures 8760 0 I/ 8 d 9 Impact on income of off -balance sheet derivatives held for purposes other than trading a Net increase (decrease) to interest income 8761 0 M 9 a b Net (increase) decrease to interest expense 6762 0 M 9 b c Other (noninterest) allocations 8763 0 M 9 c 10 Credit losses on off -balance sheet derivatives (see instructions) A251 0 M 10 11 1 the reporting bank have a Subchapter S election in effect for federal income tax YES NO purposes for the current tax year? A530 M 11 12 Deferred portion of total applicable income taxes included In Schedule RI, M Bil Mil Thou Stems 9 and 11 (to be reported with the December Report of Income) 4772 N A M 12 (1) For example, a bank acquired on June 1, 1997, would report 19970601 Schedule RI -A --Changes in Equity Cap2.tal Indicate decreases and losses in parentheses I363 <- RIAD Bil Mil Thou Dollar Amounts in Thousands 1 Total equity capital originally reported in the December 31, 1998, Reports of Condition 3215 50,558 and Income 1 2 Equity capital adjustments from amended Reports of Income, not- 3216 0 2 3 Amended balance end of previous calendar year (sum of items 1 and 2) 3217 30,358 3 4 Net income (loss) (must equal Schedule RI, Stem 12) 4340 4,979 4 5 Sale, conversion, acquisition, or retirement of capital stock, net 4346 0 5 6 Changes incident to business combinations, not 4356 0 6 7 LESSi Cash dividends declared on preferred stock 4470 0 7 8 LESS Cash dividends declared on common stock 4460 1, 000 8 9 Cumulative effect of changes in accounting principles from prior years* (see instructions for this schedule) 4411 0 9 10 Corrections of material accounting errors from prior years- (see instructions for this schedule) 4412 0 10 11 'hange in net unrealized holding gains (losses) on available -for -sale securities 1 1431 (1,629) 11 a hange in accumulated not gains (losses) on cash flow hedges 457/ 0 11 b 12 Other transactions with parent holding company (not included in items 5, 7, or 8 above) 4415 0 12 13 Total equity capital end of current period (sum of items 3 through 121 (must equal Schedule RC, item 28) 3210 32 908 13 *Describe on Schedule RI-E—Explanations 5 opal Title of Bank TaxasBank Call Date 09/30/1999. FFIEC 032 ddress P O Box 760 Page RI-4 icy, State Zip Weatherford, T% 76066 Printed 10/27/1999 at 11 57 'DIC Certificate No 11151013121 3chedule RI-B--Charge-offs and Recoveries on Loans and Leases and Changes in Allowance for Credit Losses Part I. Charge -offs and Recoveries on Loans and Leases Part f excludes charva-offs and recoveries through the allocated transfer risk reserve Dollar Amounts in Thousands 1 Loans secured by real estate a To U S addressees (domicile) b To non-U S addressees (domicile) 2 Loans to depository institutions and acceptance$ of other banks a To U S banks and other U S depository institutions b To foreign banks 3 Loans to finance agricultural production and other loans to farmers 4 Commercial and industrial loans a To U S addressees (domicile) b To non-U S addressees (domicile) 5 Loans to individuals for household, family, and other personal expenditures a Credit cards and related plans b Other lincludes single payment, installment, and all student loans) 6 a to foreign governments and official institutions 7 other loans 8 Lease financing receivables a Of U S addressees (domicile) b Of non-U S addressees (domicile) 9 Total (sum of Stems 1 through 8) I 1386 I <- (Column A) (Column B) Char a -offs Recoveries Calendar ear -to -dace RIAD B11 Mil Thou RIAD Bil Mil Thou 4651 7 4661 36 4652 0 4662 0 4663 0 4653 0 4654 0 4664 0 465- 466- 4617 SB 4645 212 464_ 461® 465- 466® 4657 45 4667 17 4643 0 4627 0 464- 462® 4658 4 4668 0 4659 0 4669 0 4635 303 4605 116 Memoranda Dollar Amounts in Thousands 1 - 3 Not applicable 4 Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RI-B, part I, items 4 and 7, above 5 Loans secured by real estate (sum of Memorandum items 5 a through 5 e must equal sum of Schedule RI-e, part I, items 1 a and 1 b, above) a Construction and land development b Secured by farmland c Secured by 1-4 family residential properties (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit (2) All other loans secured by 1-4 family residential properties d Secured by multifamily (5 or more) residential properties e Secured by nonfarm nonresidential properties 1 a 1 b 2 a 2 b 3 4 a 4 b 5 a 5 Is 6 7 B a B b 9 (Column A) (Column B) Char a -offs Recoveries Calendar ear -to -date RIAD Bil Mil Thou RIAD Bil M11 Thou 540- 5410 ® 3582 0 3593 0 358_ 358® 5411 0 5412 0 5413 7 5414 30 3588 0 35B9 0 3590 0 3591 6 V. W H 5 a MSb M 5 a (1) M 5 a (2) M 5 d M 5 e 6 Legal Title of Bank TexaaBw* Call Date 09/30/1990 FFIEC 032 Address p O Box 760 Page RI-5 City, State Zip Weatherford, TX 76086 Printed 10/27/1999 at 11 57 FDIC Certificate No 11151813121 Sche"ule RI-B--Continued Part II. Changes in Allowance for Credit Losses Balance originally reported in the December 31, 1998, Reports of Condition and Income Recoveries Imust equal or exceed part I, item 9, column B above) LESS Charge -offs (must equal or exceed part I, item 9, column A above) Provision for credit losses (must equal Schedule RI, item 4 a) Adjustments- (see instructions for this schedule) Balance end of current period (am of items 1 through 5) (must equal or exceed Schedule RC,item 4 b) -Describe on Schedule RI-E--Explanationa Schedule RI-E--Explanations Schedule RI-E is to be completed each quarter on a calendar year -to -dab basis 3124 3,041 1 2419 116 2 2432 303 3 4230 1,053 4 4815 0 5 6 Detail all adjustments in Schedule RI -A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI (See instructions for details ) 1 t other noninterest income (from Schedule RI, item 5 f (2)1 Report amounts that exceed 10% of Schedule RI, item 5 f (2) a Net gains (losses) on other real estate owned 5415 0 1 a b Net gains (losses) on sales of loans 5416 865 1 b c Net gains (losses) on sales of premises and fixed assets 5417 0 1 c Itemize and describe the three largest other amounts that exceed l0% of Schedule RI, item 5 f 12 d TEXT 4461 Earnings on CBV of Life Inaurange 4461 323 4462 446® 1 d 1 a 1 ! e TEXT 4462 f TEXT 4463 2 Other noninterest expense (from Schedule RI, item 7 c)s a Amortization expense of intangible assets 4531 249 2 a Report amounts that exceed 10% of Schedule RI, item 7 c: b Net (gains) losses on other real estate owned 5418 0 2 b c Net (gains) losses on sales o1 loans 5419 0 2 c d Net (gains) losses on sales of premises and fixed assets 5420 0 2 d Itemize and describe the three largest other amounts that exceed 10% of Schedule RI, item 7 c e TEXT 4464 Prole sional services 11 1 4464 967 4467 4468 2 a 2 f 2 g f TEXT 4467 g LTEXT 4468 1 7 ,egal Title of Bank T"selank 4ddress P O 9os 760 =lty, State 21p Weatherford, TX 76096 -DIC Certificate No 11151013121 Sch—Lule RI-E--Continued Call Date 09/30/1999 FFIEC 032 Page RI-6 Printed 10/27/1999 at 11 57 3 Extraordinary Stems and other adjustments and applicable income tax effect (from Schedule RI, item 11) (itemize and describe all extraordinary items and other ad ustments) a a) TEXT 6373 Effeat or tin FAa 133 I-Aacountin for Derive 6373 0 3 a 3 s (3) (2) (2) A licable income tax effect RIAD 4486 0 ® b ll) TEXT 4487 4467 3 b 3 b (1) (2) 12) A licable income tax effect RIAD 4488 ® c (1) TEXT 4489 4489 3 0 3 a (1) (2) (2) Applicable income tax effect RIAD 4491 1 4 Equity capital adjustments from amended Reports of Income (from Schedule RI -A, item 2) ® (itemize and describe all adjustments) a TEXT 1492 4492 4493 4 a 4 b b TEXT 4493 1 5 Cumulative effect of changes in accounting principles from prior years (from Schedule RI -A, item 9) (itemize and describe all changes in accounting principles) a TEXT 4494 4494 4495 5 a 5 b b TEXT 4495 1 6 Corrections of material accounting errors from prior years (from Schedule RI -A, item 10) (itemize and describe all corrections) aI TEXT 44961 4496 4497 6 a 6 b bI TEXT 4497 1 7 Other transactions with parent holding company (from Schedule RI -A, item 12) mize and describe all such transactions) TEXT 4495 4498 4499 7 a 7 b b TEXT 4499 1 8 Adjustments to allowance for credit losses (from Schedule RI-e, part II, item 5)) (itemize and describe all adjustments) e TEXT 4521 4521 4522 a a 8 b b TEXT 4522 1 9 Other explanations (the apace below is provided for the bank to briefly describe at its 1398 1399 <- option, any�other significant items affecting the Report of Income) No comment [ (RIAD 4769) Other explanations (please type or print clearly) (TEXT 4769) 8 -egal Title of Bank TexasBank Address P O fox 760 City, State Zip Weatherford, TX 76086 FDIC Certificate No 11151813121 Consolidated Report of Condition for Insured Commercial and State -Chartered Savings Banks for September 30, 1999 All schedules are to be reported in thousands of dollars Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter Schedule RC --Balance Sheet ASSETS 1 Cash and balances due from depository institutions (from Schedule RC -A) a Noninterest-bearing balances and currency and coin(1) b Interest -bearing balances(2) 2 Securities a Held -to -maturity securities (from Schedule RC-S. column A) b Available -for -sale securities (from Schedule RC-B, column D) 3 Federal funds sold and securities purchased under agreements to resell 4 Loans and lease financing receivables a Loans and leases, net of unearned income (from Schedule RC-C) RCON 2122 521,757 b LESS: Allowance for loan and lease losses RCON 3123 4,707 c LESS Allocated transfer risk reserve RCON 3128 0 d Loans and leases, net of unearned income, allowance, and reserve (item 4 a minus 4 b and 4 c) 5 . ling assets (from Schedule RC-D) 6 lees and fixed assets (including capitalized leases) 7 Other real estate owned (from Schedule RC-M) S Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 9 Customers' liability to this bank on acceptances outstanding 10 Intangible assets (from Schedule RC-M) 11 Other assets (from Schedule RC-F) 12 Total assets (am of items 1 through 11) (1) Includes cash Stems in process of collection and unposted debits (2) Includes time certificates of deposit not held for trading Call Date 09/30/1999 FFIEC 032 Page RC-1 Printed 10/27/1999 at 11 57 0081 25,209I 1 a 0071 11 1 b 1754 0 2 a 1773 109, 122 2 b 1350 10,705 1 3 4 a 4 b 4 a 2125 517,050 4 d 3545 0 5 2145 22,341 6 2250 81 7 2130 0 8 2155 0 9 2143 5,680 30 2160 17,297 11 2170 707,496 12 9 ,egal Title of Bank Texas$ank Call Date 09/30/1999 FFIEC 032 Address P O Box 760 Page RC-2 City, State Zip Weatherford, TX 76006 Printed 10/21/1999 at 11 51 FDIC Certificate No 11151013121 Schedule RC --Continued LIABILITIES 13 Deposits a In domestic offices (am of totals of columns A and C from Schedule RC-E) 2200 610,962 13 a (1) Nonintereat-bearing(1) RCON 6631 74,635 13 a (1) (2) Interest -bearing RCON 6636 536 327 13 a (2) b In foreign offices, Edge and Agreement subsidiaries, and IBFs (1) Nonintereat-bearing (2) Interest -bearing 14 Federal funds purchased and securities sold under agreements to repurchase 2800 34,998 14 15 a Demand notes issued to the U S Treasury 2840 0 15 a b Trading liabilities (from Schedule RC-D) 35480 15 b 16 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) a with a remaining maturity of one year or less 2332 0 16 a b With a remaining maturity of more than one year through three years A547 0 16 b c With a remaining maturity of more than three years A548 4,245 16 e 17 Not applicable 18 Bank's liability on acceptances executed and outstanding 2920 0 18 19 Subordinated notes and debentures(2) 3200 0 19 20 Other liabilities (from Schedule RC-G) 2930 4,483 20 21 Total liabilities (sum of Stems 13 through 20) 2948 654,588 21 22 Not applicable EQUITY CAPITAL 23 etual preferred stock and related surplus 3838 0 23 24 on stock 3230 5,000 24 25 Surplus (exclude all surplus related to preferred stock) 3839 25,000 25 26 a Undivided profits and capital reserves 3632 23,710 26 a b Net unrealized holding gains (losses) on available -for -sale securities 8434 (802) 26 b c Accumulated not gain* (losses) on cash flow hedges 4336 0 26 c 27 Cumulative foreign currency translation adjustments 28 rotal equity capital (sum of items 23 through 27) 3210 52,900 26 29 Total liabilities and equity capital (sum of Stems 21 and 28) 3300 707,496 29 Memorandum To be reported only with the March Report of Condition 1 Indicate in the box at the right the number of the statement below that beat describes the most comprehensive level of auditing work performed for the bank by independent external Number auditors as of any date during 1995 RCON 6724 N A M 1 1 - Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 - Independent audit of the bank's parent holding company conducted in accordance with generally accepted audit- ing standards by a certified public accounting firm which submit$ a report on the consolidated holding company (but not on the bank separately) 3 - Directors' examination of the bank conducted in accor- dance with generally accepted auditing standards by a certified public accounting firm (may be required by state rtering authority) 4 - Directors' examination of the bank performed by other ex- ternal auditors (may be required by state chartering authority) 5 - Review of the bank's financial statements by external auditors 6 - Compilation of the bank-s financial statements by external auditors 7 - Other audit procedures lexcluding tax preparation work) 8 - No external audit work (1) Includes total demand deposits and nonintereat-bearing time and savings deposits (2) Includes limited -life preferred stock and related surplus 10 egal Title of Bank TexasBank Call Date 09/30/1999 -FFIEC 032 ddress 9 O Box 760 Page RC-3 ity, State Zip Weatherford, TX 76006 Printed 10/27/1999 at 11 57 DIC Certificate No 11151813121 Schedule RC -A --Cash and Balances Due From Depository Institutions xclude assets held for trading C303 <- RCON B11 M11 Thou Dollar Amounts in Thousands Cash items in process of collection, unpoated debits, and currency and coin a Cash Stems in process of collection and unpoated debits 0020 11,328 1 a b Currency and coin 0080 7,111 1 b Balances due from depository institutions in the U S a U S branches and agencies of foreign banks 0083 176 2 a b Other commercial banks in the U S and other depository institutions in the U S ooe- 2 b 3 Balances due from banks in foreign countries and foreign central banks a Foreign branches of other U S banks 0073 0 3 a b Other banks in foreign countries and foreign central banks 0074 0 3 b 4 Balances due from Federal Reserve Banks 0090 5 4 Total (am of items 1 through 4) (must equal Schedule RC, sum of Stems 1 a and 1 b) 0010 25,220 5 aemorandum Noninterest-bearing balances due from commercial banks in the U S (included in items 2 a am b above) 0050 765 M 1 Schedule RC-B--Securities Exclude assets held for trading Dollar Amounts in Thousands 1 U S Treasury securities 2 U S Government agency obligations (exclude mortgage -backed securities) a Issued by U S Govern- ment agencies(2) b Issued by U S Government -sponsored agencies(3) I C310 G- Held-to-maturit Available -for -sale (Column A) (Column B) (Column C) (Column D) Amortized Coat Fair Value Amortized Cost Fair Value(l) RCON Bil Mil Thou RCON Bil M11 Thou RCON Bil Mil Thou RCON Bil Mil Thou 0211 0 0213 0 1211 10 174 1267 11 122 M = W = 1289 0 1290 0 1291 729 1293 730 1294 0 1295 0 1 1297 3,931 1 1296 3,879 2 a 2 b (1) Includes equity securities without readily determinable fair values at historical cost in item 6 b, column D (2) Includes Small Business Administration "Guaranteed Loan Pool Certificates," U S Maritime Administration obligations and Export -Import Bank participation certificates (3) Includes obligations (Other than mortgage -backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing r •oration, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority 11 .egal Title of Bank T"&*Bank 4ddress P 0 *or 760 .ity, State Zip Weatherford, TX 76086 DIC Certificate No 11151813121 Schedule RC-B--Continued 3 Securities issued by states and political subdivisions in the U S a General obligations b Revenue obligations c Industrial development and similar obligations 4 Mortgage -backed securities (MBS) a Pass -through securities (1) Guaranteed by GNMA 12) Issued by FNMA and FHLMC (3) Other pass -through securities b Other mortgage -backed securities (include CMOs, REMICs, and stripped 9) 1 Issued or guaranteed by FNMA, FHLMC, or GNMA , (2) Collateralized by MBS issued or guaranteed by FNMA, FHLMC, or GNMA (3) All other mortgage -backed securities 5 Other debt securities a Other domestic debt securities b Foreign debt securities 6 Equity securities a Investments in mutual funds and other equity securities with readily determin- able fair values b All other equity securities(1) 7 Total (sum of items 1 through 6) (total of column A must equal Schedule RC, item 2 a) ltotal of column D must 1 Schedule RC 2 b) Call Date 09/30/1999 FFIEC 032 Page RC-4 Printed 10/21/1999 at 11 57 (Column A) I (Column B) 1 (Column CI I (Column DI 1676 0 1677 0 1678 0 1679 0 3 a 1681 0 1686 0 1690 0 1691 0 3 b 1694 0 1695 0 1696 0 1697 0 3 c WON= 1702 11,624 4 a (2) 1703 0 1705 0 1106 66,024 1707 65,020 4 a (2) 1709 0 1110 0 1111 0 1713 0 4 a (3) 1714 0 171$ 0 1116 13 771 1 1117 13,677 4 b (1) 171® 171® 173® 1732 0 4 b (2) 1733 0 1734 0 1735 0 1136 0 4 b (3) 173® 173® 173® 1741 0 5 s 1744 0 1746 0 5 b MM A510 0 A511 0 6 a 1752 3,050 1153 3,050 6 b 7 (1) Includes equity securities without readily determinable fair values at historical coat in item 6 b, column D 12 ..egal Title of Bank TaxasBank Address P O Box 760 city, state sip Weatherford, TX 76006 FDIC Certificate No 11151813121 Scl .ule RC-B--Continued Memoranda 1 Pledged securities(1) 2 Maturity and repricing data for debt securities (1) , (2) (excluding those in nonaccrual status) a Securities issued by the U S Treasury, U S Government agencies, and states and political subdivisions in the U S ; other non -mortgage debt securities( and mortgage pass -through securities other than those backed by closed -end first lien 1-4 family residential mortgages with a remaining maturity or repricing frequency of (3)(4) (1) Three months or lees (2) Over three months through 12 months (3) Over one year through three years (4) Over three years through five years (5) Over five years through 15 years (6) Over 15 years b Mortgage pass -through securities backed by closed -end first lien 1-4 family residential mortgages with a remaining maturity or repricing frequency of (3)(5) (1) Three months or lase (2) Over three months through 12 months (3) Over one year through three years (4) Over three years through five years (5) Over five years through 15 years (6) Over 15 years c Other mortgage -backed securities (include CMOs, REMICs, and stripped MSS; exclude mortgage •as -through securities) with an expected average life of (6) , Three years or lose (2) Over three years d Debt securities with a REMAINING MATURITY of one year or less (included in Memorandum items 2 a through 2 a above) 3 -6 Not applicable 7 Amortized coat of held -to -maturity securities sold or transferred to available -for -sale or trading securities during the calendar year-to-date Ireport the amortized coat at date of sale or transfer) 8 Not applicable 9 Structured notes (included in the held -to -maturity and available -for -sale accounts in Schedule RC-B, items 2, 3, and 5) a Amortized coat b Fair value Call Date 09/30/1999. FFIEC 032 Page RC-5 Printed 10/27/1999 at 11 57 A549 906 ASSO 1,007 A551 10,113 A552 3,679 A553 0 A554 0 A555 3,061 A556 3,193 A551 2 217 A550 669 A559 50,334 A560 0,215 A561 0 A562 13,677 A248 1,007 1778 0 8782 0 M 1 M 2 a (1) M 2 a (2) M 2 a (3) M 2 a (4) M 2 a (5) M 2 a (6) M 2 b (1) M 2 b (2) M 2 b (3) M 2 b (4) M 2 b (5) M 2 b (6) M 2 c (1) M 2 a (2) M 2 d M 7 M 9 a M 9 b (1) Includes held -to -maturity securities at amortized cost and available -for -sale securities at fair value (2) Exclude equity securities, a q , investment, in mutual funds, Federal Reserve stock, common stock, and preferred stock 13) Report fixed rate debt securities by remaining maturity and floating rate debt securities by repricing frequency (4) Sum of Memorandum items 2 a (1) through 2 a (6) plus any nonaccrual debt securities in the categories of debt securities reported in Memorandum item 2 a that are included in Schedule RC-N, item 9, column C, must equal Schedule RC-B, sum of items 1, 2, 3, and 5, columns A and D, plus mortgage pasa-through securities other than those backed by closed -end first lien 1-4 family residential mortgages included in Schedule RC-B, item 4 a, columns A and D (5) Sum of Memorandum items 2 b (11 through 2 b (6) plus any nonaccrual mortgage pass -through securities backed by closed -end first lien 1-4 family residential mortgages included in Schedule RC-N, item 9, column C, must equal Schedule RC-S, item 4 a, sum of columns A and D, lees the amount of mortgage pasa-through securities other than those backed by closed -and first lien 1-4 family residential mortgages included in Schedule RC-S, item 4 a, columns A and D (6) o of Memorandum items 2 c (1) and 2 c (2) plus any nonaccrual "Other mortgage -backed securities" included in Schedule RC-N, 9, column C, must equal Schedule RC-B, item 4 b, sum of columns A and D 13 -egal Title of Bank TaxaaBank Call Date 09/30/1999 FFIEC 032 Address P O Box 760 Page RC-6 City, State 21p Weatherford, TX 76086 Printed 10/27/1999 at 11 57 FDIC Certificate No 11151.813121 Schedule RC-C--Loans and Lease Financing Receivables Part I. Loans and Leases Do not deduct the allowance for loan and lease losses from amounts reported in this schedule Report total loans and leases, net of unearned income Exclude assets hold for trading and commercial paper I C315 <- RCON Bil Mil Thou Dollar Amounts in Thousands 1 Loans secured by real estate 1415 132,735 a Construction and land development 1 a b Secured by farmland (including farm residential and other improvements) 1420 3,287 1 b c Secured by 1-4 family residential properties (1) Revolving, open�end loans secured by 1-4 family residential properties and extended under lines of credit 1797 0 1 C (1) (2) All other loans secured by 1-4 family residential properties (a) Secured by first liens 5367 75,400 1 0 (21(a) (b) Secured by junior liens 5368 13,310 1 c (2)(b) d Secured by multifamily (5 or more) residential properties 1460 4,428 1 d e Secured by nonfarm nonresidential properties 1480 167,369 1 a 2 Loans to depository institutions a To commercial banks in the U 8 (1) To U S branches and agencies of foreign banks 1506 0 2 a (1) (2) To other commercial banks in the U S 1507 0 2 a (2) b To other depository institutions in the U S 1517 0 2 b o banks in foreign countries 1) To foreign branches of other U S banks 1513 0 2 c (1) (2) To other banks in foreign countries 1516 0 2 c (2) 3 Loans to finance agricultural production and other loans to farmers 1590 4,609 3 4 Commercial and industrial loans a To U S addressees (domicile) 1763 01,811 4 a b To non-U S addressees (domicile) 1764 0 4 b 5 Acceptances of other banks a Of U S banks 1756 0 5 a b Of foreign banks 1757 0 5 b 6 Loans to individuals for household, family, and other personal expenditures (i e , consumer loans) (includes purchased paper) a Credit cards and related plans (includes check credit and other revolving credit plans) 2008 1,287 ( 6 a b Other (includes single payment, installment, and all student loans) 2011 32,392 6 b 7 Loans to foreign governments and official institutions (including foreign central banks) 2081 0 7 8 Obligations (other than securities and leases) of states and political subdivisions in the U S 2107 49 8 9 Other loans a Loans for purchasing or carrying securities (secured and unsecured) 1545 506 9 a b All other loans (exclude consumer loans) 1564 522 9 b 10 Lease financing receivables (net of unearned income) a Of U S addressees (domicile) 2182 4,708 10 a b Of non-U S addressees (domicile) 2183 0 10 b 11 LESS Any unearned income on loans reflected in items 1-9 above 2123 664 11 12 Total loans and leases, net of unearned income (sum of items 1 through 10 minus item 11) (must equal Schedule RC, item 4 a) 2122 521,757 12 14 .,egal Title of Bank Taxam9ank Call Date 09/30/1999. FFIEC 032 Address P O qoa 160 Page RC-7 =Sty, State Zip Weatherford, TX 16086 Printed 10/27/1999 at 11 51 -DIC Certificate No 11151013121 Schedule RC-C--Continued Part I. Continued Memoranda Dollar Amounts 7ThousandsRCON Sil Mil Thou1 Not applicable2 Loans antl leases restructured and in compliance with modified terms (included in Schedule RC-C, part I, above and not reported as past due or nonaccrual in Schedul Memorandum item 1) a Loans secured by real estate (1) To U S addressees (domicile) 1607 0 M 2 a (1) (2) To non-U S addressees (domicile) 1689 0 M 2 a (2) b All other loans and all lease financing receivables (exclude loans to individuals for household, family, and other personal expenditures) 8691 380 M 2 b c Commercial and industrial loans to and lease financing receivables of non-U S addressees (domicile) included in Memorandum item 2 b above 8692 0 M 2 0 3 Maturity and repricing data for loans and leases (excluding those in nonaccrual status) a Closed -end loans secured by first liens on 1-4 family residential properties (reported in Schedule RC-C, part I, item 1 c (2)(0)) with a remaining maturity or repricing frequency of (1)(2) (1) Three months or lees A564 6,301 M 3 a (1) 12) Over three months through 12 months A565 9,620 M 3 a (2) (3) Over one year through three years A566 20,196 M 3 a (3) (4) Over three years through five years A567 13,266 N 3 a (4) 1 Over five years through 15 years A568 23,153 M 3 a (5) , Over 15 years A569 10,707 M 3 a (6) b All loans and leases (reported in Schedule RC-C, part I, Stems 1 through 10) EXCLUDING closed -end loans secured by first liens on 1-4 family residential properties (reported in Schedule RC-C, part I, item 1 c (2)(a)1 with a remaining maturity or repricing frequency of (1)(3) (1) Three months or lees A570 206,883 M 3 b (1) (2) Over three months through 12 months A571 52,502 M 3 b (2) (3) Over one year through three years A572 63,168 M 3 b (3) (4) Over three years through five years A573 91,554 M 3 b (4) (5) Over five years through 15 years A574 20,935 M 3 b (3) (6) Over 15 years A575 3, 416 M 3 b (6) c Loans and leases (reported in Schedule RC-C, part I, items 1 through 10) with a REMAINING MATURITY of one year or lees A24� M 3 a d Loans secured by nonfarm nonresidential properties (reported in Schedule RC-C, part I, item 1 e) with a REMAINING MATURITY of over five years A577 14 r 472 M 3 d e Commercial and industrial loans (reported in Schedule RC-C, part I, item 41 with a REMAINING MATURITY of over three years A578 6.946 M 3 e (1) Report fixed rate loans and leases by remaining maturity and floating rate loans by repricing frequency (21 Sum of Memorandum items 3 a (1) through 3 a (6) plug total nonaccrual closed -end loans secured by first liens on 1-4 family residential properties included in Schedule RC-N, Memorandum item 3 c (2), column C, must equal total cloaad-end loans Secured by first liens on 1-4 family residential properties from Schedule RC-C, part I, item 1 c (2)(A) (3) Sum of Memorandum items 3 b (1) through 3 b (6), plus total nonaccrual loans and leases from Schedule RC-N, am of items 1 through 8, column C, minus nonaccrual closed -end loans secured by first liens on 1-4 family residential properties included in Schedule RC-N, Memorandum item 3 c (2), column C, must equal total loans and leases from Schedule RC-C, part I, sum of �s 1 through 10, minus total closed -end loans secured by first liens on 1-4 family residential properties from Schedule RC-C, I, item 1 c (2) (a) 15 egal Title of Bank TaxasBank Call Date 09/30/1999 .FFIEC 032 ddress P O BOX 760 Page RC-8 ity, State Zip Weatherford, T11 76006 Printed 10/27/1999 at 11 57 DIC Certificate No 11151013121 Schedule RC-C--Continued Part I Continued 'emoranda (Continued) Dollar Amounts in Thousands RCON Bil Nil Thou Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-C, part I, Stems 4 and 9 b, page RC-6(l) 2746 0 M 4 Loans and leases held for sale (included in Schedule RC-C, part I, page RC-6) 536� M 5 Adjustable rate closed -end loans secured by first liens on 1-4 family residential properties (included in Schedule RC•C, part I, item 1 c (2)(a), page RC-6) 5310 42,805 M 6 (1) Exclude loans secured by real estate that are included in Schedule RC-C, part 1, items 1 a through 1 e Schedule RC-D--Trading Assets and Liabilities Schedule RC-D is to be completed only by banks with $1 billion or more in total assets or with $2 billion or more in par/notional amount of off -balance sheet derivative contracts (as reported in Schedule RC-L, items 14 a through 14 e, columns A through DI ASSETS 1 r Treasury securities 2 L Government agency obligations (exclude mortgage -backed securities) 3 Securities issued by states and political subdivisions in the U S 4 Mortgage -backed securities (MBS) a Pass -through securities issued or guaranteed by FNMA, FHLNC, or GNMA b Other mortgage -backed Securities issued or guaranteed by FNMA, FHLMC, or GNMA (include CMOs, REMICs, and stripped MBS) c All other mortgage -backed securities 5 Other debt securities 6 -8 Not applicable 9 Other trading assets 10 Not applicable 11 Revaluation gains on interest rate, foreign exchange rate, and other commodity and equity contracts 12 Total trading assets (a= of items 1 through 11) (must equal Schedule RC, item 5) LIABILITIES 13 Liability for short positions 14 Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity contracts 15 Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15 b) 3531 N/A 1 3532 N/A 2 3533 N/A 3 4 a 353® 3535 N/A 4 b 3536 N/A 4 c 3537 N/A 5 9 351® 3543 N/A 11 3545 MIA 12 RCON BS1 Nil Thou 13 3516 N/A 3547 N/A 14 3548 N A 15 16 ,.egal Title of Bank Texas9ank Address 9 0 lox 760 City, State 21p Weatherford, TX 76066 FDIC Certificate No 11151013121 Schedule RC-E--geposit Liabilities Dollar Amounts in Thousands Deposits of 1 Individuals, partnerships, and corporations 2 U S Government 3 States and political subdivisions in the U S 4 Commercial banks in the U S 5 Other depository institutions in the U S 6 Banks in foreign countries 7 Foreign governments and official institutions (including foreign central banks) 8 Certified and official checks 9 Total (sum of items 1 through 8) (sum of columns A and C must equal Schedule RC, item 13 a) Call Date 09/30/1999 FFIEC 032 Page RC-9 Printed 10/27/1999 at 11 57 C325 o- Nontransaction Transaction Accounts Accounts (Column A) (Column B) (Column C) Total transaction Memo Total Total accounts (including demand deposits nontransaction total demand (included in accounts deposits) column A) (includin MMDAs) RCON B11 M11 Thou RCON Bil Mil Thou RCON Bil M11 Thou 2201 10,437 2240 65,507 2346 524,373 2202 168 2280 168 2520 0 2203 2,804 2290 791 2530 4,931 2206 101 2310 101 2550 0 2207 0 2312 0 2349 0 221® 232® 223® 2216 0 2300 0 2371 0 233® 233 2215 01,658 1 2210 74,635 2385 529 306 1 2 3 4 5 6 7 8 9 Memoranda RCON Bil Mil Thou Dollar Amounts in Thousands 1 Selected components of total deposits (i e , am of item 9, columns A and C) 6835 31,974 a Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts M 1 a b Total brokered deposits 2365 0 M 1 b C Fully insured brokered deposits (included in Memorandum item 1 b above) (1) Issued in denominations of leas than $100,000 2343 0 M 1 a (1) (21 Issued either in denominations of $100,000 or in denominations greater than $100, and participated out by the broker in shares of $100,000 or leas 23/® M 1 e (2) data d Maturity tlate for brokered deposits; (1) Brokered deposits issued in denominations of leas than $100,000 with a remaining maturity of one year or lees (included in Memorandum item 1 c (1) above) A243 0 M 1 d (1) (2) Brokered deposits issued in denominations of $100,000 or more with a remaining maturity of one year or lees lincluded in Memorandum item 1 b above) A244 0 M 1 d (2) e Preferred deposits (uninsured deposits of states and political subdivisions in the U S reported in item 3 above which are secured or collateralized as required under state law) (to be completedfor the December report only) 2 Components offtotal nontsaneaction accounts (am of Memorandum items 2 a through 2 d moat 559® M 1 equal Stem 9, column C, above) A Savings deposits (1) Money market deposit accounts (MMDAs) 6810 266,903 M 2 a (1) (2) Other savings tleposita (excludes MMDAs) 0352 23,519 M 2 a (2) b Total time deposita'of lees than $100,000 6648 159,694 M 2 b C Total time deposits of $100,000 or more 2604 79,IeG M 2 c 3 All NOW accounts (included in column A above) 2398 4,930 M 3 4 applicable 17 .egal Title of Bank Texas])W* Call Date 09/30/1999 FFIEC 032 ,ddre63 P O >ox 760 Page RC-10 ]ity, State Zip Weatherford, TX 16066 Printed 30/27/1999 at 11 57 -DIC Certificate No 11151813121 Schedule RC-E--Continued Memoranda (Continued) 5 Maturity and repricing data for time deposits of leas than $100,000 a Time deposits of less than $100,000 with a remaining maturity or repricing frequency of (1)(2) (1) Three months or less A519 33,726 M 5 a (1) (2) Over three months through 12 months A580 93,666 M 5 a (2) (3) Over one year through three years A581 30,763 M 5 a (3) (4) Over three years A582 1,539 M 5 a (4) b Time deposits of lees than $100,000 with a REMAINING MATURITY of one year or less (included in Memorandum Sterne 5 (1) through 5 a (4) above) A21_ M 5 b 6 Maturity and repricing data for time deposits of $100,000 or more a Time deposits of $100,000 or more with a remaining maturity or repricing frequency of (1)(3) (1) Three months or lees A594 22,067 M 6 a (1) (2) Over three months through 12 months A505 45,457 M 6 a (2) (3) Over one year through three years A586 11,644 M 6 a (3) (4) Over three years A587 0 M 6 a (4) b Time deposits of $100,000 or more with a REMAINING MATURITY of one year or less (included in Memorandum items 6 e (1) through 6 a (4) above) A242 46,064 M 6 b (1) rt fixed rate time deposits by remaining maturity and floating rate time deposits by repricing frequency (2) Sum of Memorandum items 5 a (1) through 5 a (4) must equal Schedule RC-E, Memorandum item 2 b above (3) Sum of Memorandum items 6 a (1) through 6 a (4) must equal Schedule RC-E, Memorandum item 2 c above 18 -egal Title of Bank TexasBank ,ddress P O Sox 760 :ity, State 21p Weatherford, TX 76086 -DIC Certificate No 11151013121 Schedule RC-F--Other Assets 1 Income earned, not collected on loans 2 Net deferred tax asset3(1) 3 Interest -only stripe receivable (not in the form of a security)(2) on a Mortgage loans b Other financial assets 4 Other (itemize and describe amounts that exceed 25% of this item) a TE%T 3549 CSV of ifs Insurance RCON 3549 b TE%T 3550 RCON 3550 c I_TEXT 35511 1 RCON 3551 5 Total (sum of items 1 through 4) (must equal Schedule RC, item 11) Memorandum 1 Deferred tax assets disallowed for regulatory capital purposes Schedule RC-G--Other Liabilities 1 terest accrued and unpaid on deposits(3) b Other expenses accrued and unpaid (includes accrued income taxes payable) 2 Net deferred tax liabilities(l) 3 Minority interest in consolidated subsidiaries 4 Other (itemize and describe amounts that exceed 25% of this item) e TEXT 3552 Defers Gain on Sale of 8RA loans RCON 3552 b TEXT 3553 BRA Colson clearing RCON 3553 c TEXT 3554 RCON 3554 5 Total (sum of items 1 through 4) (must equal Schedule RC, item 20) Call Date 09/30/1999 FFIEC 032 Page RC-11 Printed 10/27/1999 at 11 57 2164 3,743 1 2148 2, 606 2 A519 0 3 a A520 16 3 b 2168 10,932 4 4 a 8 082 = 4 b 4 c 2160 17,297 5 N 1 3645 1,287 1 a 3646 2,851 1 b 3049 0 2 3000 0 3 2938 345 4 4 a 121 109 4 b 4 c 2930 d 483. 5 (1) See discussion of deferred income taxes in Glossary entry on "income taxes (2) Report Interest -only stripe receivable in the form of a security as available -for -sale securities in Schedule RC, item 2,b, or as trading assets in Schedule RC, item 5, as appropriate (3) For savings banks, include "dividends" accrued and unpaid on deposits 19 egal Title of Bank TexesSank Call Date 09/30/1999 FFIEC 032 ,ddress P O Box 760 Page RC-12 ity, State Zip Weatherford, TX 16086 Printed 10/27/1999 at 11 51 DIC Certificate No 111518,13121 Schedule RC-K--Quarterly Averages(1) ASSETS 1 Interest -bearing balanced due from depository institutions 3381 10 1 2 U S Treasury securities and U S Government agency obligations 12) (including mortgage -backed securities issued or guaranteed by ➢NNA, rSLMO, or 00MA) 3382 109,243 2 3 Securities issued by states and political subdivisions in the U S (2) 338� 3 4 a Other debt securities(2) (including mortgage -backed aewrities not issued or guaranteed by FNMA, rBLMO, or GN/A) 3647 0 4 a b Equity securities(3) (includes investments in mutual funds and Federal Reserve stock) 3648 3,022 4 b 5 Federal funds sold and securities purchased under agreements to resell 336� 5 6 Loans: a Total loans 3360 500,791 6 a b Loans secured by real estate 3385 301,804 6 b c Loans to finance agricultural production and other loans to farmers 3386 4,812 6 0 d Commercial and industrial loans 3387 79,247 5 d e Loans to individuals for household, family, and other personal expenditures 3388 32,736 6 a 7 Trading assets 3401 0 7 8 Lease financing receivables (net of unearned income) 3484 4,784 8 9 Total assets(4) 3368 601,559 9 LIABILITIES 10 Interest -bearing transaction accounts (NON accounts, ATS accounts, and telephone s .reauthorized transfer accounts) (exclude demand deposits) 348� 10 11 1 ansaction accountai a Money market deposit accounts (MMDAS) 3486 149,800 11 a b Other savings deposits 3487 23,568 11 b c Time deposits of $100,000 or more A514 76,710 11 0 d Time deposits of less than $100,000 A529 163,095 11 d 12 Federal funds purchased and securities sold under agreements to repurchase 3353 31,964 12 13 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) 1 3355 4,323 13 (1) For all items, banks have the option of reporting either (1) an average of daily figures for the quarter, or (2) an average of weekly figures (1 e , the Wednesday of each week of the quarter) (2) Quarterly averages for all debt securities should be based on amortized cost (3) Quarterly averages for all equity securities should be based on historical coat (4) The quarterly average for total assets should reflect all debt securities (not held for trading) at amortized cost, equity securities with readily determinable fair values at the lower of coat or fair value, and equity securities without readily determinable fair values at historical coat 20 .,egal Title of Bank TexasBank Call Date 09/30/1999 FFIEC 032 4ddress P O Sox 760 Page RC-13 :1ty, State Zip Weatherford, TX 76096 Printed 10/27/1999 at 11 57 FDIC Certificate No 11151013121 8ch,"ule RC-L--Off-Balance Sheet Items Please read carefully the instructions for the preparation of Schedule RC-L Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk 1 Unused commitments a Revolving, open-end lines secured by 1-4 family residential properties, e 9 , home equity lines b Credit card lines c Commercial real estate, construction, and land development 3814 3815 0 4,756 (1) Commitments to fund loans secured by real estate 3816 132,352 (2) Commitments to fund loans not secured by real estate 6550 91,719 d Securities underwriting 3811 0 e Other unused commitments 3B18 0 2 Financial standby letters of credit 3019 0 a Amount of financial standby letters of credit conveyed to others F RCON 3820 0 3 Performance standby letters of credit 3821 0 a Amount of performance standby letters of credit conveyed to otheral RCON 3822 0 4 Commercial and similar letters of credit 3411 2,720 5 Participations in acceptances fee described in the instructional conveyed to others by the reporting bank 3428 0 6 Participations in acceptances (as described in the instructions) acquired by the reporting (nonaccepting) bank 3429 0 7 Securities borrowed 3432 0 B Securities lent (including customers' securities lent where the customer is indemnified net loss by the reporting bank) 3433 0 9 nclal assets transferred with recourse that have been treated as sold for Call Report purposes, a First lien 1-to-4 family residential mortgage loans (1) Outstanding principal balance of mortgages transferred as of the report date A521 0 (2) Amount of recourse exposure on these mortgages as of the report date A522 0 b Other financial assets (excluding small business obligations reported in Stem 9 c) (1) Outstanding principal balance of assets transferred as of the report date A523 0 (2) Amount of recourse exposure on these assets as of the report date A524 0 c Small business obligations transferred with recourse under Section 208 of the Riegle Community Development and Regulatory Improvement Act of 1994 (1) Outstanding principal balance of small business obligations transferred as of the report date A249 0 (2) Amount of retained recourse on these obligations as of the report date A250 0 10 Notional amount of credit derlvativeei a Credit derivatives on which the reporting bank is the guarantor A534 0 b Credit derivatives on which the reporting bank is the beneficiary A535 0 11 Spot foreign exchange contracts 8765 0 12 All other off -balance sheet liabilities (exclude off -balance sheet derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 28, 'Total equity capital") 3430 0 1 a 1 b 1 c (1) 1 c (2) 1 d 1 e 2 2 a 3 3 a 4 5 6 7 8 9 a (1) 9 a (2) 9 b (1) 9 b (2) 9 0 (1) 9 c (2) 10 a 10 b 11 12 c d RCON 3555 RCON 3556 RCON 355 RCON 3558 I 12 a 12 b I 12 c 12 d TEXT 3557 TEXT 3558 21 -egal Title of Bank TexasBank Call Date 09/30/1999 FFIEC 032 Address P 0 Box 760 Page RC-14 City, State Zip Weatherford, TX 76006 Printed 10/21/1999 at 11 51 FDIC Certificate No 11151,613121 Schedule RC-L--Continued 13 All other off -balance sheet assets (exclude off -balance sheet derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 28, Total equity capital') 0 1 13 a b c d TEXT 5592 RCON 5592 RCON 5593 RCON 5594 RCON 5595 I I ® 113 a 13 b 13 c 13 d TEXT 5593 TEXT 5594 TEXT 5595 C361 �- (Column B) (Column C) (Column D) Dollar Amounts in Thouiiio Foreign Exchange Contracts Equity Derivativ Contracts Commodity and Other Contracts Off -balance Sheet De[Svatives Tril Tril Bil M11 Thou Tril Bil M11 Thou Tril Bil Mil Thou Position Indicators 14 Grose amounts (e g , notional amounts) (for each column, sum of M M Stems 14 a through 14 a must equal sum of items 15, 16 a, and 16 b) . a Futures contracts 0 0 0 RCON 8693 RCON 8694 RCON 8695 RCON 8696 0 0 0 0 b Forward contracts RCON 8697 RCON 8690 RCON 8699 RCON 8700 Exchange -traded option contracts (1) Written options 0 0 0 0 RCON 8701 BOON 8702 RCON 8703 RCON 8704 0 0 0 0 12) Purchased options BOON 8705 BOON 8706 BOON 8707 RCON 8708 d Over-the-counter option contracts (1) Written options 0 0 0 0 RCON 8709 RCON 8710 RCON 8111 RCON 8712 0 0 0 0 (2) Purchased options RCON 8713 ROM 8714 RCON 8715 RCON 8716 0 0 0 0 e Swaps RCON 3450 RCON 3826 RCON 872C 15 Total gross notional amount of Mai" derivative contracts held for trading 0 0 0 0 RCON A126 RC N A127 RCON 8723 RCON 8724 16 Gross notional amount of derivative contracts held for jokoWO purposes other than trading a Contracts marked to market 0 0 RCON 8725 RCON 8726 RCON 8727 RCON 8728 0 0 0 0 b Contracts not marked to market RCON 872 RCON 8730 RCON 8731 RCON 8732 c Interest rate swaps where the bank has agreed to pay a fixed rate 0 M M I RCON A589 14 a 14 b 14 c 41) 14 c (2) 14 d (1) 14 d (2) 14 e 15 16 a 16 b 16 0 22 egal T'tle of Rank TexasBank ddreas P O Box 760 Ity, State 21p Weatherford, TX 76096 DIC Certificate No 111518,13121 3chedule RC-L--Continued Dollar Amount$ in Thousands Off -balance Sheet Derivatives Position Indicators 7 Grose fair values a Contracts held for trading (1) Gross positive fair value (2) Gross negative fair value b Contracts held for purposes other than trading that are marked to market (1) Gross positive fair value (2) Grose negative fair value c Contracts held for purposes other than rading that are not arked to market (1) Gross positive fair value (2) Grose negative fair value Call Date 09/30/1999 FFIEC 032 Page RC-15 Printed 10/27/1999 at 11 57 C362 <- (Column A) Interest Rate Contracts (Column B) Foreign Exchange Contracts (Column C) Equity Derivative Contracts (Column D) Commodity and Other Contracts RCON Bil Mil Thou RCON Bil Mil Thou RCON B11 M11 Thou RCON B11 Mil Thou 8733 0 as��® 8134 0 8735 0 8736 0 8738 0 8739 0 8737 0 MENE 8740 0 8741 871® 874- 8791 0 9145 0 MEME 8746 0 8147 0 8746 0 8749 0 8750 0 8751 0 8752 0 8753 0 8754 0 8755 0 8156 0 17 a (1) 17 a (2) 17 b (1) 17 b (2) 11 c (1) 17 c (2) Memoranda Dollar Amounts in Thousands RCON Bil Mil Thou 1 -2 Not applicable 3 Unused commitments with an original maturity exceeding one year that are reported in Schedule RC-L, items 1 a through 1 e, above (report only the unused portions of commitments that are foe paid or otherwise legally binding) 3833 49,940 M 3 a Participations in commitments with an original maturity exceeding one year conveyed to others RCON 3834 0 M 3 a 4 To be completed only by banks with $1 billion or more in total assets Standby letters of credit (both financial and performance) issued to non-U S addressees (domicile) included in Schedule RC-L, items 2 and 3, above 3371 N/A M 4 5 Loans to individuals for household, family, and other personal expenditures that have been securitized and sold (with servicing retained), amounts outstanding by type of loan a Loans to purchase private passenger automobiles (to be completed for the September report only) 2141 0 M 5 a b Credit cards and related plane (TO BE COMPLETED QUARTERLY) 2742 0 M 5 b c All other consumer credit (including mobile home loans)(to be completed for the September report only) 1 2743 0 M 5 c 23 ,egal Title of Bank TexasBank Call Date 09/30/1999_ FFIEC 032 Address P O Box 750 Page RC-16 City, State Zip Weatherford, TX 76006 Printed 10/21/1999 at 11 57 FDIC Certificate No 11151013121 Schedule RC-M--Memoranda o- 1 Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders. and their related interests as of the report date a Aggregate amount of all extensions of credit to all executive officers, directors, principal shareholders, and their related interests 6164 9 546 1 a b Number of executive 0fficers, directors, and principal shareholders to whom the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser of $500,000 or 5 percent Number of total capital as defined for this purpose in agency regulations F RCON 6165 5 1 b 2 Federal funds sold and securities purchased under agreements to resell with U S branches and agencies of foreign banks(l) (included in Schedule RC, item 3) 3405 0 2 3 Not applicable 9 Outstanding principal balance of 1-4 family residential mortgage loans serviced for others (include both retained servicing and purchased servicing) a Mortgages serviced under a GNMA contract 5500 0 4 a b Mortgages serviced under a FNLMC contract (1) Serviced with recourse to servicer 5501 0 4 b (1) (21 Serviced without recourse to servicer 5502 0 4 b (2) c Mortgages serviced under a FNMA contract (1) Serviced under a regular option contract 5503 0 4 c (1) (2) Serviced under a special option contract 5504 97,325 4 c (2) d Mortgages serviced under other servicing contracts 5505 44 4 d 5 T, completed only by banks with $1 billion or more in total assetat C ners- liability to this bank on acceptances outstanding (sum of items 5 a and 5 b must equal Schedule RC, item 9) a U S addressees (domicile) 2103 N/A 5 a b Non-U S addressees (domicile) 2104 N/A 5 b 6 Intangible assets a Mortgage servicing assets 3164 1,218 6 a (1) Estimated fair value of mortgage servicing assets F RCON A590 1,495 6 a (1) b Other identifiable intangible assets (1) Purchased credit card relationships and nonmostgage servicing assets B026 0 6 b (1) (2) All other identifiable intangible assets 5501 365 6 b (2) c Goodwill 3163 4,097 6 c d Total (am of items 6 a, 6 b (1), 6 b (2), and 6 c) (must equal Schedule RC, item 10) 214® 6 d e Amount of intangible assets (included in item 6 b (2) above) that have been grandfathered or are otherwise qualifying for regulatory capital purposes 6442 0 6 a 7 Mandatory convertible debt, net of common or perpetual preferred stock dedicated to redeem the debt 3295 0 7 (1) Do not report federal funds sold and securities purchased under agreements to resell with other commercial banks in the U S in this item 24 ..egal Title of Bank TexasBank Call Date 09/30/1999 FFIEC 032 Address P O Lor 760 Page RC-17 city, State Zip Neath rford, = 76086 Printed 10/27/1999 at 11 57 FDIC Certificate No 11151913121 Schedule RC-M--Continued 8 a Other real estate owned (1) Direct and indirect investments in real estate ventures 5312 0 8 a (1) (2) All other real estate owned (a) Construction and land development 5508 0 8 a (2)(a) (bl Farmland 5509 0 8 a (2)(b) (c) 1-4 family residential properties 5510 44 6 a (2)(cl (d) Multifamily (5 or more) residential properties 5511 0 6 a (2)(d) (a) Nonfarm nonresidential properties 5512 31 8 a (2)(a) (3) Total (aum of itema 8 a (1) and 8 a (2)) (must equal Schedule RC, item 1) 215® 6 a (3) b Investments in unconsolidated subsidiaries and associated companies (1) Direct and indirect investments in real estate ventures 5374 0 8 b (1) (2) All other investments in unconsolidated subsidiaries and associated companies 5315 0 8 b (2) (3) Total (aum of items 8 b (1) and 8 b (21) (must equal Schedule RC, item 8) 21300 8 b (3) 9 Noncumulative perpetual preferred stock and related surplus included in Schedule RC, item 23, "Perpetual preferred stock and related surplus" 3778 0 9 .0 Mutual fund and annuity sales during the quarter (include proprietary, private label, and third party products) a Money market funds , 6441 0 30 a b Equity securities funds 8427 369 10 b C Debt securities funds 8428 77 10 c d Other mutual funds B429 385 10 d Annuities 8430 25 10 a ales of proprietary mutual funds and annuities (included in items 10 a through 30 a above) 8784 0 10 f 11 Net unamortized realized deferred gains (losses) on off -balance sheet derivative contracts included in Resets and liabilities reported in Schedule RC A525 0 11 12 Amount of assets netted against nondeposit liabilities on the balance sheet (Schedule RC) with accepted accounting principles (1) in accordanstanding erallybalance A52® 12 13 Outstanding principal balance of loans other than 1-4 family residential mortgage p al loans that are serviced for others (to be completed if this balance is more than $10 million and exceeds ten percent of total assets) A591 0 13 Memorandum Dollar Amounts in Thousands RCFD Bil Mil Thou 1 Reciprocal holdings of banking organizations- capital instruments (to be completed for the Deoambor report only) 3836 N A M 1 (1) Exclude netted on -balance sheet amounts associated with off -balance sheet derivative contracts, deferred tax assets netted against deferred tax liabilities, and assets netted in accounting for pensions 25 -egal V tle of Bank TaxasBank Call Date 09/30/1999_ FFIEC 032 ,ddress P O Box 760 Page RC-18 City, State zip Weatherford, TX 76086 Printed 10/21/1999 at 11 57 FDIC Certificate No 11151813121 Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets The FFIEC regards the information reported in I C370 all of Memorandum item 1, in items 1 through 10, (Column Dollar Amounts in Thousands 1 Loans secured by real estate a To U S addressees (domicile) b To non-U S addressees Idomlcile) 2 Loans to depository institutions and acceptances of other banks a To U S banks and other U S depository institutions b To foreign banks 3 Loans to finance agricultural production and other loans to farmers 4 Commercial and industrial loans a To U S addressees (domicile) b To non-U S addressees (domicile) 5 Loans to individuals for household, family, and other personal expenditures: radii cards and related plane ether (includes single payment, installment, and all student loans) 6 Loans to foreign governments and official institutions 7 All other loans 8 Lease financing receivables a Of U S addressees (domicile) b Of non-U S addressees (domicile) 9 Debt securities and other assets (exclude other real estate owned and other repossessed assets) AI (Column B) (Column C) KC 1 a 1 b 2 a 2 b 3 4 a 4 b 5 a 5 b 6 7 8 a B b 9 ................................................................................................................................. Amounts reported in items 1 through 8 above include guaranteed and unquaranteed portions of peat due and nonaccrual loans and leases Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 through 8 10 Loans and leases reported in items 1 through 8 above which are wholly or partially guaranteed by the U S Government a Guaranteed portion of loans and leases included in item 10 above RCON Bil Mil Thou RCON ell Mil Thou I RCON Bil Mil Thou 5612 5615 112 90 5613 350 5614 lei 5616 262 5617 145 10 10 a 26 .egal Title of Bank Texasbank Address 9 O Sox 750 City, State Zip Weatherford, Tx 74086 -DIC Certificate No 11151013121 'Schedule RC-N--Continued Memoranda Dollar Amounts in Thousands i Restructured loans and leases included in Schedule RC-N, items 1 through 8, above land not reported in Schedule RC-C, part I, Memorandum item 2) 2 Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-N, Stems 4 and 1, above 3 Loans secured by real estate (aum of Memorandum items 3 a through 3 e must equal sum of Schedule RC-N, items 1 a and 1 b, above) a Construction and land development b Secured by farmland c Secured by 1-4 family residential properties (1) Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit (2) All other loans secured by 1-4 family residential properties d Secured by multifamily (5 or more) residential properties e Secured by nonfarm nonresidential properties Dollar Amounts in Thousands 4 Interest rate, foreign exchange rate, and other commodity and equity contracts a Book value of amounts carried as assets b Replacement coat of contracts with a positive replacement cost Call Date 09/30/1999. FFIEC 032 Page RC-19 Printed 10/21/1999 at 11 51 C373 <- (Column A) (Column B) (Column C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accruing accruing RCON Bil M11 Thou RCON Bil Mil Thou RCON Bil Mil Thou 165- 165- 166_ 6558 0 NOW 6559 0 6560 0 349® 349® 349® 539a 539® 540® 5403 175 5401 213 5402 0 349: 0 3500 0 3501 0 3. 360 3503 0 3504 0 (Column A) Past due 30 through 89 days (Column B) Past due 90 days or more RCON Bil Mil Thou RCON Bil M11 Thou 3522 0 3529 0 3528 0 1 3530 0 Person to whom questions about the Reports of Condition and Income should be directed M 4 a M 4 b M 1 M 2 M 3 a M 3 b M 3 0 (1) M 3 a (2) M 3 d M 3 a Carolyn 8 parker, VP ACCRuntinc (817)598-2326 Name and Title (TEXT 8901) Telephone Area code/phone number/extension (TEXT 8902) (811)596-2346 FAX Area code/phone number (TEXT 9116) 21 Legal Title of Bank TexasBank Call Date 09/30/1999. FFIEC 032 Address P 0 N0z 760 Page RC-20 City, State Zip xeatherford, TA 76086 Printed 10/27/1999 at 11 57 FDIC Certificate No 11151813121 Schedule RC-0--Other Data for Deposit Insurance and PICO Assessments C375 <- ROOM Bil Mil Thou Dollar Amounts in Thousands 1 Unpoated debits (see instructional a Actual amount of all unposted debits 003_ 1 a OR b Separate amount of unposted debits (1) Actual amount of unposted debits to demand deposits 0031 N/A 1 b (1) (2) Actual amount of unpoated debits to time and savings deposits(l) 0032 NIA 1 b (2) 2 Unpoated credits (see instructions) a Actual amount of all unpoated credits 351_ 2 a OR b Separate amount of unposted credits (1) Actual amount of unposted credits to demand deposits 3512 N/A 2 b (1) (2) Actual amount of unposted credits to time and savings deposits(1) 3514 NIA 2 b (2) 3 Uninvested trust funds (cash) held in bank's own trust department (not included in total deposits) 352- 3 4 Deposits of consolidated subsidiaries (not included in total deposits) a Demand deposits of consolidated subsidiaries 2211 0 4 a b Time and savings deposits(l) of consolidated subsidiaries 2351 0 4 b c Interest accrued and unpaid on deposits of consolidated subsidiaries 5 Not applicable 5514 0 4 c 6 Reserve balances actually passed through to the Federal Reserve by the reporting bank on behalf of its respondent depository institutions that are also reflected as deposit liabilities •' •he reporting banks count reflected in demand deposits (included in Schedule RC-E, item 4 or 5, column B) 23140 6 a b Amount reflected in time and savings deposits(1) (included in Schedule RC-E, item 4 or 5, column A or C, but not column B) 2315 0 5 b 7 Unamortized premiums and discounts on time and savings deposits (1),(2) a Unamortized premiums 5516 0 7 a b Unamortized discounts 8 To be oby banks with "Oskar depoeite " 5517 0 7 b a Depositssits purchased or acquired from other FDIC-ineutetl institutions during the quarter (1) Total deposits purchased or acquired from other FDIC -insured institutions during the quarter A53® 8 a 111 12) Amount of purchased or acquired deposits reported in item 8 a (1) above attributable to a secondary fund (1 a , SIP members report deposits attributable to SAIFI SAIF members report deposits attributable t0 BIF) A532 N/A 8 a (2) b Total deposits solo or transferred to other FIDC-insured institutions during the quarter A533 N/A 6 b 9 Deposits in lifeline accounts 5596 9 30 Benefit -responsive "Depository Institution Investment Contracts" (included in total deposits) 1 8432 Oj 10 (1) For FDIC insurance and PICO assessment purposes, "time and savings deposits" consists of nontransaction accounts and all transaction accounts other than demand deposits (2) Exclude core deposit intangibles 2e .egal Title of Bank Taxaaaank Address D O Sex 760 City, State Zip Weatherford, TX 76006 rDIC Certificate No 11151P13121 Sol .ale RC-0--Continued it Adjustments to demand deposits reported in Schedule RC-E for certain reciprocal demand balances a Amount by which demand deposits would be reduced it the reporting bank'$ reciprocal demand balances with the domestic offices of U S banks and savings association$ and insured branches in Puerto Rico and U 5 territories and possessions that were reported on a gross basis in Schedule RC-E had been reported on a net basis b Amount by which demand deposits would be increased if the reporting bank's reciprocal demand balances with foreign banks and foreign offices of other U S banks (other than insured branches in Puerto Rico and U S territories and possessions) that were reported on a net basis in Schedule RC-E had been reported on a gross basis c Amount by which demand deposit$ would be reduced if cash Stems in process of collection were included in the calculation of the reporting bank'& net reciprocal demand balances with the domestic offices of U S banks and savings associations and insured branches in Puerto Rico and U S territories and possessions in Schedule RC-E 12 Amount of assets netted against deposit liabilities on the balance sheet (Schedule RC) in accordance with generally accepted accounting principles (exclude amounts related to reciprocal demand balances) a Amount of assets netted against demand deposits b Amount of assets netted against time and savings deposits Memoranda (to be completed each quarter except as noted) 1 Total deposits of the bank Isum of Memorandum Items 1 a (1) and 1 b (1) must equal R—adule RC, item 13 a): )posit accounts of $100,000 or leas (1) Amount of deposit accounts of $100,000 or lees (2) Number of deposit account& of 0100,000 or leas (to be completed for the June report only) ROOM 3779 b Deposit accounts of more than $100,000 (1) Amount of deposit accounts of more than $100,000 (2) Number of deposit accounts of more than $100,000 RCON 27221 2 Estimated amount of uninsured deposits of the bank a An estimate of your bank'& uninsured deposits can be determined by multiplying the number of deposit accounts of more than 6100,000 reported in Memorandum item 1 b (2) above by $100,000 and subtracting the result from the amount of deposit accounts of more than $100,000 reported in Memorandum item 1 b (1) above Call Date 09/30/1999 FFIEC 032 •Page RC-21 Printed 10/27/1999 at 11 57 8785 0 11 a A181 0 11 b A18® it o A527 0 12 a A528 0 12 b 2702 376 270 M 1 a () M 1 a (22) 2710 23a, 604 M 1 b (1) M 1 b (2) Indicate in the appropriate box at the right whether your bank has a method or procedure for determining a better estimate of uninsured deposits than the YES NO estimate described above 686 X M 2 a b If the box marked YES has been checked, report the estimate of uninsured deposits RCON B11 MS1 Thou determined by using your bank'& method or procedure 5597 N/A M 2 b 3 Has the reporting institution been consolidated with a parent bank or savings association in that parent bank'& or parent savings association's Call Report or Thrift Financial Report? If so, report the legal title and FDIC Certificate Number of the parent bank or parent savin a as 60ci"'On FDIC Cart No TEXT A545 N/A RCON A51 N/A M 3 29 -egal Title of Bank TexaaBank Call Date 09/30/1999 FFIEC 032 Address D O Box 760 Page RC-22 City, State Zip Weatherford, TX 76086 Printed 10/27/1999 at 11 57 rDIC Certificate No 11151813121 Schedule RC-R--Regulatory Capital This schedule must be completed by all bank, as follows Banks that reported total assets of al billion or more in Schedule RC, item 12, for June 30, 1998, must complete items 2 through 9 and Memoranda Stems 1 and 2 Banks with assets of lass than 61 billion moat COoplete item§ 1 through 3 below or Schedule RC-R in its entirety, depending on Chair response to item 1 below Test for determining the extant to which schedule RC-R mast be completed TO be completed only by banks with total assets of loss than 61 billion Indicate in the appropriate box C380 <- at the right whether the bank has total capital greater than or equal to eight percent YES NO Of adjusted total assets RCON 6056 % 1 For purposes of this test, adjusted total assets equals total assets less cash, U S Treasuries, U S Government agency obligations, and SO percent of U S Government -sponsored agency obligations plus the allowance for loan and lease losses and selected off -balance sheet items as reported on Schedule RC-L Isee instructions) If the box marked YES has been checked, then the bank only has to complete items 2 and 3 below If the box marked NO has been checked, the bank must complete the remainder of this schedule A NO response to Stem 1 does not necessarily mean that the bank', actual risk -based capital ratio is leas than eight percent or that the bank is not in compliance with the risk -based capital guidelines MOTE All banks era rewired to complete items 2 and 3 below Bee tional war ghost for items 3 a thr 3 t — . ,vnwncn rn lnaUganda 2 Portion of qualifying limited -life capital instruments Iorlglnal weighted RCON all Mil Thou average maturity of at least five years) that is includible in Tier 2 capital a Subordinated debt(1) and intermediate term preferred stock A515 b capital instruments '-her limused 0 2 a 3 1 in to used in calculating regulatory capital ratios (report amounts determined by the bank A51® 2 b for its own internal regulatory capital analyses consistent with applicable capital standards) a (1) Tier 1 capital 8274 44,971 3 a (1) (2) Tier 2 capital 8275 4,707 3 a (2) (3) Tier 3 capital b Total rink -based capital 1395 0 3 a (3) 379� 3 b c Excess allowance for loan and lease leases (amount that exceeds 1 25s of groat risk -weighted assets) d (1) Not risk-weigheignted assets (gross risk -weighted assets, including markst risk equivalent A22— 3 c assets, leas excess allowance reported in item 3 c above and all other deductions) A223 340,052 3 d 121 Market rick equivalent amount (included in item 3 d (1) ,bow) 165� (1) e Maximum contractual dollar amount of recourse exposure in low level 3 d (2) recourse transactions (to be completed only if the bank uses the "direct reduction method" to report these transactions in Schedule RC-R) 172 f "Average total assets" (quarterly average reported in Schedule RC-K, Stem 9, leas all 3 a ® assets deducted from Tier 1 capital)(2) A224 674,819 3 f ItOMS 4-9 and Memoranda iteas 1 and 2 are to be completed by banks that answered NO to item 1 above and by banks with total assets of 61 billion or More 4 Assets and credit equivalent amounts of off -balance sheet items assigned to the Zero percent risk category a Assets recorded on the balance sheet b ^cedit equivalent amount of off -balance sheet items (Column A) (Column B) Assets Credit Equiv- Recorded alent Amount on the of Off -Balance Balance Sheet Items 3 RCON 011 Mil Thou _—ItIlL 5163 31 707 BROOM OWL 3796 0 (1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7 (2) Do not deduct excess allowance for loan and lease losses (3) Do not report in column S the risk -weighted amount of assets reported in column A 4 a 4 b 30 -egal T+tle of Bank Texaslank Address 9 O �ax 760 City, State 21p Weatherford, TX 76066 -DIC Certificate No 11151013121 Scl, -ale RC-R--Continued Dollar Amounts in Thousands 5 Assets and credit equivalent amounts of off -balance sheet items assigned to the 20 percent risk category a Assets recorded on the balance sheet I Credit equivalent amount of off -balance sheet items 6 Assets and credit equivalent amounts of off -balance sheet items assigned to the 50 percent risk categoryi a Assets recorded on the balance sheet b Credit equivalent amount of off -balance sheet items 7 Assets and credit equivalent amounts of off -balance sheet items assigned to the 100 percent risk category a Assets recorded on the balance sheet b Credit equivalent amount of oft -balance sheet items 8 On -balance sheet asset values excluded from and deducted in the calculation of the risk -based capital ratio(2) 9 Total assets recorded on the balance sheet (sum of items 4 a, 5 a, 6 a, 7 a, and 8, column A) (must equal Schedule RC, item 12 plus items 4 b and 4 c) Memor +a Call Date 09/30/1999 FFIEC 032 Page RC-23 Printed 10/27/1999 at 11 57 (Column A) Assets Recorded on the Balance Sheet (Column S) Credit Equiv- alent Amount of Off -Balance Sheet Items(1 RCON Bil Mil Thou RCON Bi Mil Thou 516�3801 0 3802 79,614 3803 p 3804 144,780 3805 25,514 3806 6,582 3807 712.203 uoiiar Amounts in 1 Current credit exposure across all off -balance sheet derivative contracts covered by the risk -based capital standards 2 Notional principal amounts of off -balance sheet derivative contracts13) a Interest rate contracts b Foreign exchange contracts c Gold contracts d Other precious metals contracts e Other commodity contracts f Equity derivative contracts With a remaining maturit of (Column A) (Column B) (Column C) One year or lees Over one year Over five years through five years RCON Tril Bil Mil Thou RCON Tril Bil Mil Thou SCOW Tril Bil Nil Thou 3809 0 8766 0 8767 0 3B12 0 8769 0 8770 0 8771 0 8772 0 8773 0 8774 0 8775 0 8776 0 8777 0 8778 0 8779 0 A000 0 A001 0 A002 p 5 a 5 b 6 a 6 b 7 a 7 b 6 9 M 1 M 2 a M 2 b M 2 0 H 2 d M 2 e M 2 f (1) Do not report in column B the risk -weighted amount of assets reported in column A (2) Include the difference between the fair value and the amortized coat of available -for -sale debt securities in item 8 and report the amortized coat of these debt securities in Stems 4 through 7 above Item 6 also includes on -balance sheet asset values (or Portions thereof) of off -balance sheet interest rate, foreign exchange rate, and commodity contracts and those contracts (e g , futures contracts) not subject to risk -based capital Exclude from item 8 margin accounts and accrued receivables not included in the calculation of credit equivalent amounts of off -balance sheet derivatives as well as any portion of the allowance for loan and lease losses in excess of the amount that may be included in Tier 2 capital (3) Exclude foreign exchange contracts with an original maturity of 14 days or less and all futures contracts 31 -egal Title of Bank TsxasSmnk Call Date 09/30/1999_ FFIEC 032 Address P O Pox 760 Page RC-24 :ity, State Zip Weatherford, TX 76006 Printed 10/21/1999 at 11 57 FDIC Certificate No 11151�131,121 Optional Narrative Statement Concerning the Amounts - Reported in the Reports of Condition and Income at close of business on September 30, 1999 TaxamBaok Legal Title of Bank The management of the reporting bank may, if it wishes, submit a brief narrative statement on the amounts reported in the Reports of Condition and Income This optional Statement will be made available to the public, along with the publicly available data in the Reports of Condition and Income, in response to any request for individual bank report data However, the information reported in column A and in all of Memorandum item 1 of Schedule RC-N is regarded as confidential and will not be released to the public BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOM- ERS Banks choosing not to make a statement may check the "No comment" box below and Should make no entries of any kind , the apace provided for the narrative Statement; i a , DO enter 1n this space Such phrases as "No statement," "Not applicable," "N/A," "No comment," and "None " The optional statement must be entered on this sheet The Statement should not exceed 100 words Further, regardless of the number of words, the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and Sentences If any submission Should exceed 150 characters, as defined, it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the bank's statement Weatherford , Texam City State both on agency computerized records and in computer -file releases to the public All information furnished by the bank in the narrative statement must be accurate and not misleading Appropriate efforts shall be taken by the submitting bank to ensure the statement's accuracy The statement must be signed, in the space provided below, by a senior officer of the bank who thereby attests to its accuracy If, subsequent to the original Submission, material changes are submitted for the data reported in the Reports of Condition and Income, the existing narrative statement will be deleted from the files, and from disclosure, the bank, at its option, may replace it with a Statement, under signature, appropriate to the amended data The optional narrative statement will appear in agency records and in release to the public exactly as Submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the truncation of statements exceeding the 750-character limit described above) THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY NAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK No comment U (RCON 6979) C371 C372 4- BANK MANAGEMENT STATEMENT (plasma type or print clearly)i (TEXT 6980) During the 3rd qtr of 1999,TexasBank purchased Ameritex Residential Mortgage. The purchase did not include any assets of the mortgage company, nor were any liabilities assumed. The purchase price was for a non -compete clause signed by the principals of Ameritex. The employees of Ameritex became employees of TexasBank. CStiULn"i.�l.�y I a- 2 8 -99 Signature of Executive Officer of Bank Date of Signature 32 Legal V tlr of Bank Texaseank Call Date 09/30/1999. Address P 0 1Box 760 City, State Zip Weatherford, TX 76006 FDIC Certificate No 11151813121 THIS PAGE IS TO BE COMPLETED BY ALL BANKS NAME AND ADDRESS OF BANK OMB No For OCC 1557-OO61 OMB No For FDIC 3064-0052 ONE, No For Federal Reserve 1100-0036 Expiration Date 3/31/2002 SPECIAL REPORT (Dollar Amounts in Thousands) CLOSX OP BUSINESS I FDIC Certificate Number I C-700 I <- DATC LORNS TO FJGCUTIVE OFFICXRS (Complete as of each Call Report Date) The following information is required by Public Laws 90-44 and 102-242, but does not constitute a part of the Report of Condition With each Report of Condition, these Laws require all banks to furnish a report of all loans or other extensions of credit to their executive officers made since the date of the previous Report of Condition Data regarding individual loans or other extensions of credit are not required If no such loans or other extensions of credit were made during the period, insert "none" against subitem (a) (Exclude the first 815,000 of indebtedness of each executive officer under bank credit card plan ) Bev Sections 213 2 and 213 3 of Title 12 of the Code of Federal Regulations (Psdarsl Reserve Board Regulation O) for the definitions of "exscutive officer" and "extension of orsdit," respectively Broludo loans and other extensions of credit to directors and grin. •1 shareholders who ass not executive officers a Number of loans made to executive officers since the previous Call Report date RCON 3561 3 a b Total dollar amount of above loans (in thousands of dollars) RCON 3562 510 b c Range of interest charged on above loans (example 9 3/46 - 9 75) RCON 7701 S 25 a to I RCON 7702 8 75 t o SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT FDIC 8040/53 13-98) DATE (Month, Day, Year) 10-z8- 9? 33 Ordinance Exhibit C REQUEST FOR APPLICATIONS FOR THE PERFORMANCE OF DEPOSITORY SERVICES CITY OF DENTON, TEXAS NOVEMBER 1999 RFSP# 2432 OPENING DATE: December 2, 1999 TABLE OF CONTENTS NOTICE TO APPLICANTS I INTRODUCTION 11 CALENDAR OF EVENTS III CRITERIA FOR EVALUATION IV BANK QUESTIONNAIRE V ACCOUNT DESCRIPTIONS VI SAFEKEEPING/COLLATERAL REQUIREMENTS VII OVERDRAFTS VIII INFORMATION SERVICES IX OTHER STIPULATIONS X OTHER MISCELLANEOUS XI PROPOSAL INSTRUCTIONS XII SUBMISSION CHECK 1 PA 3 3 4 5 9 12 13 14 16 17 17 NOTICE TO APPLICANTS Sealed application proposals will be received by the City of Denton, Texas at the office of the Purchasing Agent, Tom D Shaw, located at 901-B Texas Street, Denton, Texas, prior to 2 00 p in , on December 2, 1999, to purchase the following listed services as per application instructions and specifications The award of the successful application for Bank Depository Services is expected to be made by the City Council the 15th day of February at 6 00 p in in the City Council Chambers at City Hall located at 215 E McKinney Street, Denton, Texas, 76205 RFSP # 2432 - REQUEST FOR APPLICATIONS FOR THE PERFORMANCE OF BANK DEPOSITORY SERVICES (RFA) Qualified prospective banks, savings associations, and credit unions, may obtain copies of the RFA invitation with information to applicants, sealed proposals, plans and/or specifications at the office of the Purchasing Agent, located at 901-B Texas Street, Denton, Texas in the Purchasing/Warehouse portion of the Service Center complex The City of Denton, Texas reserves the right to reject any and all applications and to waive defects in applications Minority and small business vendors or contractors are encouraged to submit applications or 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 Monday, November 8, and Monday, November 22, 1999 I. INTRODUCTION The City of Denton, Texas (City) is seeking competitive 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 years beginning March 1, 2000 and ending February 28, 2002, with a provision for three additional 1 year extensions up to three additional years or five total 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 ninety (90) days for the transition to the new Bank depository provided no extension period may cause the total contractual term to exceed five years or any other maximum term provided by the applicable provisions of Chapter 105 of the Texas Local Government Code 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 • To seek a Bank that is both capable of providing high quality 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 The Texas Government Code, Chapter 2257 and all other applicable laws This Request for Applications for the Performance of Depository Services (RFA) 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 RFA may be reason for the City to disregard and reject the proposal Any terms in this Request for Applications that 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 RFA and state law by a bidder should be noted in such bidder's proposal form Applicants will be required, if awarded the depository services agreement, to execute the documents substantial in accordance with those attached as Exhibits A, B, and C, unless applicants note in their applications 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 Applicant's reply to be considered for evaluation Attachments will be appropriate in order to answer some of the enclosed questions Questions regarding this RFA may be addressed to Tom Shaw, Purchasing Agent, c/o City of Denton — Purchasing Department, 901-B Texas St, Denton, TX 76201, FAX 940-349-7302 Questions must be received by the City no later than November 22, 1999 -2- H. CALENDAR OF EVENTS Target Date Description of Events November 1, 1999 RFA sent to all banks located in Denton November 3-14, 1999 Advertise Bank depository notice requesting submission of applications in local newspaper December 2, 1999 Receive RFAs from interested Banks December 20, 1999 Review recommendation with the Investment Committee February 15, 2000 City Council to award contract March 1, 2000 New bank depository contract period begins April 15, 2000 Complete transfer of all funds from old to new depository III. CRITERIA FOR EVALUATION A The City staff will review the submitted RFAs carefully The recommendations will be based on the RFA determined to be best on behalf of the City and the taxpayers The following areas will be considered in the evaluation of the proposals .Le a • e fi1KUM • Ability to perform the requested services • Agreement to points outlined in this RFA and Contract • Lowest aggregate cost of banking services • Rates paid on NOW accounts • Financial condition & ability to meet collateral requirements • Safekeeping/collateral agreements accepted • Quality of all reports requested 30% 10% 25% 10% 15% 5% 5% 3- B In order to be considered the depository must be a federal or Texas -chartered bank Each proposal must provide the following information 1 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 statement 8 Availability of funds schedule 9 Proposed collateral agreement 10 Proposed custody/secunty safekeeping agreement 11 Cash Management Agreement 12 Any additional contracts or agreements requiring City approval (positive pay, ACH, etc) 13 RFA documents including fee schedule 14 Daylight overdraft policy 15 Community Reinvestment Act performance history for the Denton community for 1998 C All RFAs must include a completed fee schedule in the form provided Only the charges listed in Section V B Fee Schedule 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 Years 3, 4 and 5 fees may increase by a percentage no greater than the total annual increase of the 1999, 2000, 2001 Dallas -Fort Worth Consumer Price Index — All Urban Consumers as measured by the Bureau of Labor Statistics An account analysis must be forwarded to the City within 7 business days of each month for review Upon review and any necessary corrections, the City will authorize a debit to its General 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 RFA 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 E Two (2) Texas local government references for Cash Management services including persons to contact and their respective phone numbers are required with this RFA 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 chartered9 2 What percent of current loans are classified as non-performing9 Does the Bank have any significant problems noted by regulatory agencies in the past twenty- fbur (24) months9 If "yes", please explain -4- 4 Indicate the Bank's capital to assets ratio for the last five-(5) years What was the Bank's 1998 return on assets (ROA)? Attach copies of the Bank's most recent FDIC (LM) call reports Is the Bank a branch bank or will it soon become a branch bank9 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(s) throughout the proposal where applicable V. ACCOUNT DESCRIPTIONS Mff4f L4 . The City intends to establish the following Bank accounts Employee Claims Account Operating Account Sinking Account Payroll Account Rehab Account Concentration Account SPAN CDBG Account Zero -Balance Account Zero -Balance Account Zero -Balance Account Zero -Balance Account Zero -Balance Account Super Now Account Super Now Account Zero -Balance Account The City reserves the rights to open or close any number or type of accounts throughout the period if necessary although no changes are anticipated .5. The Service that should be made available to the City includes, but are not limited to the following Service Description Approximate Monthly Activity Account and depository services Account maintenance 8 accounts Zero balance account maintenance 6 accounts Debits posted 3,000 Credits posted 700 Items deposited On us 750 Foreign items 12,000 Cash Management 1 Account Reconciliation Partial (without positive pay) 3,500 Full (without positive pay) 3,500 Positive Pay Partial reconciliation with positive pay 3,500 Full reconciliation with positive pay 3,500 Item Transmission Serial Sort Item 3,500 Monthly minimum 1 CD ROM Check imaging 3,500 Disk 1 Other account and depository services Controlled disbursements Monthly maintenance Report Checks paid Other Funds transfer Incoming Repetitive (outgoing) Domestic 34 Internal 1 Non -Repetitive (outgoing) Domestic 1 Internal 1 Mail advice Other Security clearance/safekeeping FRB transaction 6 DTC transaction 12 Account maintenance Safekeeping (per issue) Monthly marked to market report Other Service Fee Total Fee Per Item Monthly -6- Service Description Approximate Monthly Activity Automated Cleanng House services Debit/Credit Origination 2 Data transmission 1000 Return notice I Maintenance 1 Other Collateral Services Required $4 million market value (per month) Additional $1 million market value (per day) Monthly marked to market report Other Balance and previous day reporting Debit/credit reporting Terminal Other Vault Services Change Order Coin Currency Deposit processing Other Other Services Automated stop payment Automated stop payment inquiry Insufficient funds Return item 50 Redepositreclear 1 Automated tax payment Deposit correction Debit/credit adjustment Other List any other applicable bank charges Service Fee Total Fee Per Item Monthly NOTE Under a direct 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 P9 Automatic Payroll Deposit is a service the City offers its 1,000 employees The Bank would be required to produce bi-weekly payroll transfers from a magnetic tape furnished by the City in ACH format for the transfer of funds directly to the employee bank, savings and loan, or credit union account The City's net payroll is approximately $930,000 each pay period The City requires immediate notification of all rejected items State whether the Bank would offer any type of special checking, money market, or loan account for the City employees The City also has approximately 800 utility customers that are drafted monthly for payment The City transmits data to the Depository by direct transmission via the City's computer system This is a required service of the Depository Finally, the City also has ACH transactions for state and federal governmental activities Please state the Bank's procedure for this service, and, list the appropriate cut-off times that would apply 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 arrangement9 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 altemative9 If so, please explain the fund's parameters and interest earnings history or attach a separate prospectus MOMMMIMMIMMM The City intends to pay for all account services provided by the Bank as set forth in the Fee Schedule 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 that 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, average collected balances, interest rates and the amount of interest paid or credited to the account These fees are not subject to change for the length of this contract Please submit a sample of the monthly account analysis statement that will be provided and paid monthly MOM I -. .oT@0- 1 .!. 19 -.. P1*111102 The City desires to receive same day credit for all funds deposited by 3 00 p in The funds should be investable for any investment transactions that can be executed If not invested, the funds should earn interest at the rate being paid for Super NOW accounts Please attach availability schedule Identify the name and deposit location that will receive City deposits for this purpose, if applicable Use a separate attachment if necessary 8- Me- 61, RETA�. 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, 1999 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 POT-3W. M1 The City will require the Depository to issue stop payments upon telephone or online notification from authorized City staff The method of stop payment is at the City's discretion The City will provide all required stop payment information The Depository will provide the City with hard copy confirmation of each stop payment 11wi7ii1.'f�►R[�L Please specify any other services available to the City of Denton, which may be thought to be beneficial, or that may apply to the City State all related fees VI. SAFEKEEPING/COLLATERAL REQUIREMENTS As security for the deposits of the City of Denton, the Bank shall pledge to the City securities equal to the largest total balances the City of Denton maintains in the Bank Certificates of deposit and other evidences of deposit shall be collateralized at 102% of market value by U S Treasury Bills, Notes, and Bonds with a remaining maturity of three years or less and at 102% of market for other securities The securities so pledged, the amounts thereof and the time for pledging same must satisfy the requirements of Texas Local Government Code Chapter 105, as amended including, without limitation, any applicable solvency or bonding requirement The City will accept as collateral for its certificates of deposit and demand deposits only those securities identified by the Public Funds Investment Act as eligible investments Additionally, U S Treasury securities shall be the primary securities accepted as collateral R.] �- .1 The following investment securities are approved for collateral 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, Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation or Federal National Mortgage Association, and -9- 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 a 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 MopmrsTiff. mie 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 Director of Fiscal Operations of the City of Denton Written release by the City is required for all releases or substitutions of pledged accounts The Bank shall provide the City a report of securities pledged on a monthly basis or at any time requested by the City Manager, Assistant City Manager of Fiscal and Municipal Services, Director of Fiscal Operations, or a designated representative This report should reflect the following information as of the end of each month and be delivered to the City by the 5ih business day of each month Total pledged securities itemized by • Name • Type/Descnption/Cusip Number • Par Value • Current Market Value • Maturity Date • Moody's or Standard & Poors Rating (both, if available) •irm pri• i_ •1 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 Manager of Fiscal and Municipal Services, Director of Fiscal Operations, 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 -10- 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 The City will reimburse the depository Bank for any safekeeping charges, if any Specify the safekeeping charges that will apply 10. n.n9.u0.i K� --. 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 mimmum requirement $ MGAM"o I 1 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 L�MMTZMMI . - WA - 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 a 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 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 RFA Safekeeping confirmation of all City security transactions will be issued and mailed to the City within two business days of settlement Written communication of all security call and put option notices will also be mailed 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 from safekeeping bank within seven working days of the end of each month -11- m -y 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 MrIMMI ., 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 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 Should an overdraft occur in the aggregate, the following stipulation shall apply I 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 The City will attempt to avoid daylight overdrafts Include the daylight overdraft policy in the proposal and answer the following questions How does the applicant define daylight overdraft`' If funds are to be received (security transactions, wires), but have not been credited to the City's account, could a daylight overdraft result? If a daylight overdraft occurs, what is the policy on such an event and what charges, if any, would be assessed to the City? (Include all charges in the Fee Schedule) t2- VIII. INFORMATION SERVICES 1 Monthly statements on all accounts showing overall activity shall be mailed within five (5) business days after the close of the calendar month Statements shall include deposits made on the last day of the period Statements should also include sorted deposit slips, sorted checks, all debit and credit slips, and wire transfers The accompanying checks shall be arranged in ascending numerical order for the Operating and Payroll accounts All other account statements should include debit/credit advices that 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) The City is considering the use of Full Account Reconciliation in conjunction with a positive pay arrangement whereby a list of all checks issued by the City will be transmitted or faxed to the bank prior to releasing the checks for payment The Bank will match all checks presented to the issued checks file and pay only those that match and notify the City of any items presented that do not match to receive further processing authorizations Identify all applicable costs on the Fee Schedule for these services 2 The Depository shall also provide the City with a magnetic computer file of the cleared checks for each account The file is to be transmitted by modem or sent on a diskette Each debit or credit item, other than checks and deposits, shall be supported by a written explanation identifying such item Requirements for the file will be provided at a later date The City is considering the use of full account reconciliation Both full and partial account reconciliation, with and without Positive Pay, are included on the Fee Schedule The City will choose one of these services CWQn!ZG1M.r#rQ MWINEW All paid checks shall be returned to the City monthly, sorted in serial sequence along with the monthly statement A major objective of the City of Denton is to become less paper oriented One of the areas in which this objective can be achieved is to archive cancelled checks on a medium such as CD- ROM This process should allow the City to search for cleared checks and print the image of a cleared check Consequently, the ability of the bank to provide innovative cash management products is an important criteria for evaluation (If this service is selected, the serial sort of checks and the return of checks may not be a required service) The City may require certain format specifications of the data for the compact disc Please include any software costs associated with this service in the fee schedule section The City may require a demonstration by the Depository of this service 13- IX. OTHER STIPULATIONS IMMMM •1 z• 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 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. The Director of Fiscal Operations or the Cash and Debt Administrator 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. The City requires that a copy of all debit and credit adjustments be mailed to the Director of Fiscal Operations with supporting documentation, as the entries are made throughout each month 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 record the entries The City shall not be responsible for the cost of credit and debit adjustments necessitated by bank error i • !11M. 1 The City requires daily on-line reporting of ledger, collected and available balances, as well as all credit and debit totals for all accounts for the previous day's transactions This information should be available by 8 00 a in CST AMM 11 1 Bank statements or statement activity shall be rendered within 5-7 business days 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 - 14 . 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 mom. mone The Bank will submit a copy of the last audited annual financial statements and the subsequent quarterly supplements along with an annual year end uniform Bank Performance Report The 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 ppnod will not exceed ninety (90) days 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 The City requests that all research requests be turned around within three (3) business days of the request 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 notification of all return items in excess of $5,000 l . 1 Please provide a schedule documenting the transition of transfemng the City's banking services from the current Depository to your institution Transition of all funds must take place within 60 days of the date the depository contract is awarded Several City departments require coin and currency change orders The Depository shall provide a cost-effective change order system for coins and currency, and give the change order to the City's armored delivery service The City's account shall be debited on the day the change order is released to the armored delivery service Please specify any advance notice requirements greater than 24 hours, -15- ! M. Depository errors resulting in lower City balances or reduced earnings shall be corrected by the Depository to the satisfaction of the City The method of reimbursement or correction shall be mutually agreed upon by the Depository and the City In order to comply with our Y2K efforts, all applicants shall provide a warranty that all their banking and financial systems are Year 2000 compliant that reads "Contractor warrants that each hardware, software, and firmware product delivered under the contract(s) shall be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencmg) from, into, and between the twentieth and twenty-first centuries, including leap year calculations, when used in accordance with the product documentation provided by Contractor, provided that all other interfaces (e g , hardware, software, firmware) used in combination with such product properly exchange date data with it If the contract(s) requires that Contractor's products must perform as a system in accordance with the foregoing warranty, then that warranty shall apply to Contractor's products as a system The duration of this warranty and the remedies available to the City of Denton, Texas for breach of tlus warranty shall be as defined in, and subject to, the terms and limitations of Contractor'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 the City of Denton, Texas under this warranty shall include repair or replacement of any Contractor supplied product whose non-compliance is discovered and made known to Contractor in writing Nothing in this warranty shall be construed to limit any rights or remedies the City of Denton, Texas may otherwise have under the contract with respect to defects other than Year 2000 performance " X. OTHER MISCELLANEOUS The City 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 MWWW "..TRT�ifI: The final appointment of a depository Bank will be made by City Council of the City of Denton This RFA will be duly noticed and 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 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 - 16- XI. PROPOSAL INSTRUCTIONS Sealed proposals clearly marked "Request for Applications for the Performance of Depository Services" should be delivered to Tom D Shaw, Purchasing Agent, Purchasing Division located at the City's Service Center, at 901-B Texas Street, Denton, Texas, no later than 2 00 p in , December 2, 1999 to the attention of Tom Shaw Purchasing Agent 901-B Texas St Denton, Texas 76201 NO RFA WILL BE RECEIVED AFTER 2.00 P M t.." -•,. - • 1.- o The proposing Bank should use this RFA 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 If a service requirement cannot be provided by the applicant, term "No Proposal" should be entered on the Fee Schedule for Services for that specific service requirement In the case of a "No Proposal" remark, the applicant may offer an alternative equivalent service for the City's consideration 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 4 The City reserves the right to reject any and all RFAs XII. SUBMISSION CHECK A "RFA" with fill -in -the -blank format B Sample bank statement C Availability of funds schedule D Sample daily balance report E Sample monthly collateral report F Sample collateral agreement G Sample custodial and safekeeping agreement _17_ H Sample controlled disbursement agreement I Sample wire transfer agreement J Sample automated clearinghouse agreement K Sample account analysis statement L Audited annual financial statement of the Bank of most recent year M Daylight overdraft policy N Sample vault services agreement and cutoff times O Ratings of outstanding debt P Community Reinvestment Act performance history for the Denton community for 1998 Q New customer conversion procedures and transition schedule R Any additional agreements that require City approval S Sample of existing contract enclosed _18_ DEPOSITORY SERVICES CONTRACT STATE OF TEXAS COUNTY OF DENTON , hereinafter referred to as "Depository" at , Denton, Denton County, 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, and Tex Tax Code §6 09, 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 December 1, 1999 and ending November 30, 2001, provided 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 the City Depository also agrees that the City shall have up to 60 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 November 30, 2004 or the maximum term allowed by law, unless sooner terminated by Depository's failure to adhere to all requirements of this Contract 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 terms 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 and Depository shall execute the Depository Pledge Agreement attached to this contract as Exhibit "A" and made a part hereof as if written word for word herein All deposits, including accrued 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 Reserve 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 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 tlus 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 tins contract shall be a continuing pledge, ceasing only upon the later of the termination of tins contract or the fulfillment by Depository of all of its duties and obligation ansing out of this contract, (and a continuing security interest in favor of City shall attach munediately 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 tins 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 Tins 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 tins contract and the application, the terms of this Contract shall control 5 Upon execution, Depository shall immediately furnish or cause to be furnished to City original and valid safekeeping or trust receipts issued by the bank holding the approved securities pledged pursuant to this contract, marked by the holding bank on their face to show the pledge and market value as required above, and City shall promptly furnish two executed copies of tits 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 tins Depository Contract the depository bank agrees to pledge an amount that is equal to funds anticipated to be on deposit from day to day 7 Any closing or failure of Depository, or any event deemed by City to constitute a closing or failure of Depository, shall be deemed to have vested full title to all approved securities pledged pursuant to tlus Depository Contract in City, and City is Page 2 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 herem 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 , 1999, 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", 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, and Exlubit "D", Cash Management Contract, which is also attached hereto and made a part hereof for all purposes In case of conflicts between this Depository Contact 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", "C", and "D", third, Exhibit "C" controls over Exhibits 'B" and "D", and fourth, Exhibit "D" controls over Exhibit "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, Page 3 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 tins 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 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 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 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 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 Section 2 B , which may anse from any negligence, error, or omission in the performance of this contract on the part of Depository or any breach of its Page 4 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 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 I • : ff 1_ For purposes of determining venue and the law governing tlus Contract, services performed under this contract are performed in the City and County of Denton, Texas Any dispute regarding this contract shall be decided and settled in a court of competent Jurisdiction sitting in Denton County, Texas 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 F41,74010maulml;u •► 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 All notices required under this contract must be given by certified mail or registered mail, addressed to the proper party, at the following addresses Page 5 CITY Michael W Jez, City Manager City of Denton 215 E McKinney Denton, Texas 76201 DEPOSITORY Either party may change the address to winch notice is sent by giving the other party notice of the new address in the manner provided in this section 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 ._t _ : I►IP I► ew"*40I 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 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 PLUMtwoa .rr 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 winch is effective, for all purposes, as to all services to be provided and all terms and obligations under this Contract 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 _ day of 1999 by the duly authorized officers of Depository and City Page 6 CITY OF DENTON By Name (Pnnt) Title ATTEST JENNIFER WALTERS, CITY SECRETARY ffn APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY / n ,4,7 / DEPOSITORY AUTHORIZED SIGNATURE Name (Pnnt) Title NCH LGL\VOLIWMed @M%LGL\Ow DocummnWwmeuMDRPOSITORY CONTRACT doe Date Date Page 7 t Ordinance Exhibit D CASH MANAGEMENT CONTRACT TABLE OF CONTENTS Page 1 TERMS AND CONDITIONS 2 2 ADDENDUM ONE SERVICES 7 3 ADDENDUM TWO COINS AND CURRENCY REQUEST 8 4 ADDENDUM THREE ACCOUNT SETUP AND TRANSFER LIMITS 9 5 ZERO BALANCE AUTHORIZATION 11 8 ADDENDUM FOUR FEE SCHEDULE 12 7 ADDENDUM FIVE WIRE TRANSFER AGREEMENT 13 8 ADDENDUM SIX ELECTRONIC FEDERAL TAX PAYMENTS 19 9 ADDENDUM SEVEN ACH ORIGINATION AGREEMENT 27 10 MASTER REPURCHASE AGREEMENT 34 AFF0150E 1 01 40 CASH MANAGEMENT CONTRACT TERMS AND CONDITIONS This Agreement (the "Agreement") is between City of Denton (hereinafter called "Principal") (if more than one undersigned, each jointly and severally), and (hereinafter called "Bank") for delivery of the Cash Management System as described below The intent of this Agreement is to clarify the responsibilities of each party Section 1. Defliddons Accounts. Any Commercial or Personal Account as included on the Cash Control Account Application and approved by the Bank in writing er. Any Individual that Principal has authorized the access and use of the Cash Management System according to the Cash Control User Authorization Report Busin2s Day. The day during which the main office of Bank is open for business, in accordance with specific cut-off times, and during which the Bank is able to download Principal's information and process transactions Current Balance, The Account balance that is the result of the total debit and credit activity as of a specific date and time for all Accounts Collected Balance, The Current Balance of the Account, less float Available Balance, Current Balance of the Account mmus holds, all but one day Float, and memo posted debits plus memo posted credits Float Dollar amount of deposited items that are in the process of collection from the payable bank Also known as uncollected funds Hold. A restriction on payment of all or any part of the balance in an account Memo (Posted Debits. Any debits being posted to the account for the business day For example, ACH debits transactions, wire transfers, and teller cashed checks Memo Posted Credits, Any credit being posted to the account for the business day For example, ACH credit transactions and wire transfers Cash Management System, FiSery Cash Management System, Version 2 30, FiSery Copyright 1994,1995 AFF0160E 1 2 of 40 Section 2_ m.ectlon CansibLties As a user of the Crib Management system, Principal and User may request any of the services listed below The specific services selected by the Principal are set forth in Addendum One which may be updated from time to time A Perform Account inquiries on Account data and transaction history on the Accounts B Initiate stop payments request Principal understands the electronically transmitted stop payment orders are pending final verification that check has not been processed and that stop payment is valid The Bank must receive the atop -payment order in nine to allow the Bank reasonable opportunity to act on it before the stop -payment cutoff time which is one hour after the opening of the next banking day after the banking day on which the Bank receives the rum C Request a wire transfer Principal and User understand that wire transfers received after Bank's cutoff time (2 00 p in Central Time) will not be processed until the following business day Bank has a right not to process any wire request if collected Rinds sufficient to cover the wire transfer amount are not available in the Account Wire Transfer requests must be made in accordance with the appropriate Wire Transfer Agreement, See Addendum Five D Request a Com and Currency Order in accordance with Addendum Two E Send and receive messages (to and from Bank) Bank will open message mailbox twice daily (between 10 00 - 1100 a in and 2 30 - 3 30 p in Central Time) and is not responsible for any delay of messages Principal and User are responsible to periodically check for messages sent by the Bank. Initiate transfer between accounts set up with the Cash Management System with the exception of time accounts Refer to Addendum Three for optional transfer limits Principal is limited to six preauthorized automatic transfers or withdrawals per month out of money market savings and two regular savings accounts Three of the six transfers for MMS can be made by check, draft, or debit card Transfers made via Cash Management are included as preauthorized or automatic transfers subject to these limitations Any transfers in excess of these limits must be done in person at the Bank G Principal ts not permitted to transfer more than the Available Balance from deposit accounts H Initiate electronic Treasury Tax and Loan payments through the Cash Management system Refer to Addendum Five for enrollment requirements I Initiate ACH transactions Principal understands ACH transactions received after Bank's cutoff tune (2 00 p in Central Standard ) will not be processed until the following business day ACH transactions must be accordance with the appropriate ACH Origination Agreement, Refer to Addendum Six J Perform Account Reconciliation K Principal can utilize any report functions for requested services A Principal and User are responsible for obtaining. installing, maintaining, and updating the necessary hardware and related equipment needed to utilize the Cash Management System As of the date of this Agreement, the necessary equipment includes AFF01 a0E 3 of 40 k, IBM compatible 80386 or higher Minimum 4 megabytes of RAM DOS 5 0 or higher MS Windows 3 1 or higher Minimum 20 megabytes of available hard disk space Mouse VOA monitor (color preferred) Hayes compatible modem - up to 9600 Baud Access to a voicograde telephone line *Bank will notify Principal of changes in equipment requirements B Bank reserves the right to eliminate or change any function capabilities at any it= without prior notice C Principal will receive one copy of the User Manual and periodic updates Additional User Manuals can be obtained from the Bank for a charge Principal agrees not to copy or otherwise duplicate the User's Manual or updates Upon termination of use of the Cash Management System, Principal will return the manual and updates to the Bank D Bank may from time to it= send updates of software and documentauon to the Principal, and such updates will be subject to this agreement Principal is responsible for prompt installation and testing of software updates Principal has no right, title, or interest to the Cash Management software or copies of it Principal will not make or permit anyone else to take copies of the Cash Management Software and User's Manual Principal agrees to notify Bank promptly and in writing of any circumstances of which Principal has knowledge relating to any possession, use, or knowledge relating to any possession, use of knowledge of any portion of the Cash Management System and the User's Manual by an unauthorized person Bank agrees to conduct initial training for the Principal to set up the initial security provisions for the Cash Management system Bank is not responsible for Principal's actions or negligence in setting up Principal's security access to Cash Management Principal will be responsible for authorizing system and function access to Cash Management to appropriate employees and assigning User IDs to such appropriate employees Principal and Users will not make any password or User IDs available to any non -authorized persons Bank offers further security procedure under Cash Management whereby Principal and Bank can establish dollar limits for transactions, refer to Addendum Three Bank and Principal agree that the password, User ID, and the dollar limit security procedures provided under Cash Management are commercially reasonable and parties further agree that transactions conducted under the password and User IDs shall be deemed authentic payment orders binding on the Principal Principal is responsible for all transactions made through the User ID and password security system, regardless of whether such transaction was authorized F Bank will not be liable for tion- authorized use of Cash Management or for any loam that may result Principal and User will notify Bank immediately if Principal or User believes that a User ID and/or password has been used without Principal's permission Principal and User will not disclose any information pertaining to its use or the components of the Cash Management System to any non -authorized User AFF0150E 4 of 40 c G Principal has received and understands all signature card rules and regulations and all agreements and disclosures connected with opening of Accounts and acknowledges that this Agreement is in addition to any of time agreements and disclosures H Principal can communicate (i e , upload transactions and download Account data) with Bank twenty-four hours a day Principal is aware of cutoff times listed in this agreement Transactions completed after cutoff time will be processed as of next business day Principal understands that if it chooses to udUw the Cash Management System after or before Bank hours (8 00 a in to 5•00 p.m), Bank will not be available for support should problems occur I Principal will continue to receive regular Account statements that describe all transactions for the Accounts including the transactions that the Principal has initiated through Cash Management Principal is responsible to promptly review all statements and report in writing any irregularities to the Bank at once For all electronic transactions governed by Reg. E. errors rust be reporting in writing within (60) sixty days, other discrepancies must be reported within (30) thirty days after the statement date J Principal acknowledges that the fees for the Cash Management System will be paid monthly as disclosed on the Bank's Cash Management System Fee Schedule, refer to Addendum Four These fees are in addition to any fees and service charges currently being paid Any pricing or policy changes adopted by Bank in the future will constitute modifications and addends to the Agreement but will not nullify it K This Agreement shall continue until Bank receives written notice of Principal's revocation or until Bank advises Principal in writing that the Bank will not continue this service for Principal Termination by either party does not relieve Principal of its liability for transacuons or responsibilities for payment of all fees incurred prior to termination L The Bank agrees to add or delete services provided to the Principal within a reasonable time period after receipt by the Bank of written notice by the Principal, refer to Addendum One A Bank will install the software at Principal's location and provide training on the use of Cash Management B The Bank has entered into a licensing agreement with n for the delivery of the Crib Management System Cash Management shall be cousidema part of the eBS System and all rights, title, and interest shall remain with PfSEItC" not limit to, AFF0150E 5 of 40 Aeknowledgglents and Representations N / A This Agreement is governed and will be hue reed under the laws of the State of Texesp� .4 1/ ur'r /d,4ouGhr-uwJEIR ?'%I5 4 fiEBMew7 sA.all. B This Agreement incorporates by reference all information on Principal's Account Application G L�� rN which Principal represents as true and complete in all respects AL E-d C The Principal's authorisation to lease the Cash Management System software trust be o r- executed in conjunction with this Agreement AMP£%<N l J drQLSDrcla,v D Principal has read and understands this Agreement and has had opportunity to review this - r vtcn/ Agreement with an advisor of its choice if so desired GeV vT y E Upon occurrence of any overdraft incurred in the Accounts, Bank shall have the right, in Bank's sole discretion to (1) refuse payment of any outstanding and unpaid check drawn on any Account listed on the Account Application, and (il) withhold from processing any transaction generated on the Account (including Cash Management generated) until sufficient collected funds to cover such transactions have been credited to the Accounts P Each party represents and warrants to the other that it is authorized to enter into this Agreement G if at any time any section of this Agreement is found to be invalid, that does not make the remaining sections or terms invalid By signing below, the Principal hereby accepts and agrees to the tetras and condition of this Agreement Principal- City of Denron By Name Title Date By the signature of Bank's authorized officer below, Banc hereby accepts the terms and conditions of this Agreement Bank By _ Name Title Date AFF01 EQE 8 01 40