2006-157
FILE REFERENCE FORM 2006-157
X Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
Other
FILE(S) Date Initials
One-year Extension to Depository Services Contract –
JR
Ordinance No. 2008-067 04/01/08
Second-year Extension to Depository Services Contract –
JR
Ordinance No. 2009-047 03/03/09
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ORDINANCE NO. 200{;;-157
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON DESIGNATING A
DEPOSITORY FOR CITY FUNDS FOR A TERM BEGINNING JULY 1,2006 AND ENDING
JUNE 30, 2008, WITH THREE ONE YEAR EXTENSIONS; AUTHORIZING THE MAYOR
TO EXECUTE A DEPOSITORY AND MERCHANT SERVICES CONTRACT WITH
W ACHOVIA BANK, N.A. AS THE PRIMARY DEPOSITORY; AUTHORIZING THE CITY
MANAGER AND OTHER CITY EMPLOYEES TO TRANSACT BUSINESS WITH THE
DEPOSITORY; AND PROVIDING FOR AN 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 July I, 2006, and ending on June 30, 2008, with three possible
one-year extensions of the Contract not to extend beyond June 30,2011, in accordance with the
requirements of Chapter 105 of the Local Government Code; and
WHEREAS, the City of Denton has received an application for depository services from
a banking institution desiring to be designated as the primary depository for both operations and
payroll accounts and standard banking services as requested in the proposal; and
WHEREAS, after such opening, the City Council found, on the basis of the bid
application, that Wachovia Bank, N.A. has submitted the application offering the most favorable
terms and conditions to the City for the handling of such funds; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. Thc Wachovia Bank, N.A. is hereby selected and designated as the primary
depository for operations and payroll accounts, banking, depository, and merchant services
beginning July I, 2006, and ending June 30, 2008, with three possible one-year extensions of the
Contract through June 30, 2011, in accordance, with Chapter 105 of the Texas Local Government
Code. The Mayor, or in his absence, the Mayor Pro Tern, is authorized to execute a depository
contract with Wachovia Bank, N.A., substantially in the form of the attached Contract.
SECTION 2. The Contract, including all attached exhibits, with this depository having
its office and place of business in the City of Denton, Texas, shall be attached hereto and made a
part hereof, and the same is hereby in all things approved and accepted. The City Manager, or
his designee is hereby authorized to execute any other documents and agreements on behalf of
the City that are consistent with the services authorized by the Contract.
SECTION 3. The following officials: Howard Martin, Interim City Manager; Jon
Fortune, Assistant City Manager; and the City's Chief Financial Officer, are hereby authorized to
transact business with the above listed institution regarding daily banking transactions or
investments for the City of Denton.
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SECTION 4. The City Manager is authorized to make the expenditure of funds and fees
and take the actions as indicated in the attached Contract and exhibits.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the r; fi day of
Cjtv:LL
t?
,2006.
PE . McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYD , CITY ATTORNEY
BY:
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DEPOSITORY SERVICES CONTRACT
STATE OF TEXAS 9
9
COUNTY OF DENTON 9
ARTICLE 1. SELECTION AND TERM
Wachovia Bank, N.A., hereinafter referred to as "Depository" at 1696 South Loop 288, Denton,
Texas 76205, a bank located in the State of Texas and the deposits of which are insured by the
Federal Deposit Insurance Corporation, was duly selected in compliance with the terms and
provisions of Tex. Loc. Gov't Code Ch. 105, Tex. Loc. Gov't Code 9131.903, Tex. Tax Code
96.09, and all other applicable laws, by the City Council of the City of Denton located in Denton
County, Texas hereinafter referred to as "City" to serve as the depository of the funds of City.
The action of the City Council was duly taken and the Depository is to serve pursuant to this
Contract for a period of two years, beginning June 1,2006 and ending May 31, 2008. Provided,
however, that this Contract may be extended for up to three additional one-year terms at the
request of the Depository and upon the approval of and sole discretion of the City through its
City Council. Depository also agrees that the City shall have up to 90 days from the date the
City Council designates it as the City's depository to transfer all municipal funds covered by this
Contract from its current depository to Depository. Under no circumstances shall the term of this
Contract extend beyond May 31, 20 II 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 9105.031, 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 92257.022, 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:
I. The approved securities shall be of the kind defined or referred to in Tex.
Loc. Gov't Code 9105.031 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.
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2. The conditions of the pledge of approved secuntJes 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.I 0 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.
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7. Any closing or failure of Depository, or any event deemed by City to
constitute a closing or failure of Depository, shall be deemed to have vested full title to
all approved securities pledged pursuant to this Depository Contract in City. City is
hereby empowered to take possession of and sell any and all of such pledged approved
securities, to the extent not forbidden by law, whether in safekeeping at another bank or
in possession of City, and City is specifically so empowered by Depository.
8. Depository agrees that it will act, and the City hereby designates
Depository, as its primary depository, with both parties agreeing that all funds herein
shall be deposited and invested in compliance with all applicable local, state, and federal
laws including, but not limited to, the Depository for Municipal Funds Act, Chapter 105,
9105.001-105.092 of the Texas Government Code (V.A.T.C.S.); the Collateral for Public
Funds Act, Chapter 2257, g2257.00l-2257.083 of the Texas Government Code
(V.A.T.C.S.); the Public Funds Investment Act, Chapter 2256, g2256.001-2256.104 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 ofreturn consistent with the City's Investment Policy and all other applicable
requirements of the law.
9. Depository shall, in r~turn for the City depositing its funds in the
Depository, provide professional banking services as an independent contractor for the
charges as set forth in the Depository's application dated March 7, 2006, which
application is attached hereto as Exhi,bit "B" and made a part of this Contract for all
purposes.
I
I O. Depository shall perform all those banking services set forth in Exhibit
"A"; its application attached hereto as Exhibit "B"; and the City's Request for
Applications for the Performance of Depository Services, which is attached hereto as
Exhibit "C" and made a part of this Contract for all purposes. In case of conflicts
between this Depository Contract and the aforementioned exhibits or in case of a conflict
between such exhibits, the conflict will be resolved as follows: First, this Depository
Contract controls over all exhibits; second, Exhibit "A" controls over Exhibits "B" and
"C"; third, Exhibit "C" controls over Exhibits "B".
11. Depository shall (a) keep the municipal funds covered by this Contract, (b)
perform the duties and obligations imposed on the Depository by law and under this
Contract, (c) pay on presentation all checks drawn and personally payable on a demand
deposit account with the Depository, (4) 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.
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ARTICLE 3. ADDITIONAL SECURITY
Subsequent to the execution date of this Contract, should the amount of deposit exceed that
which is initially pledged, said amount will be increased, and the safekeeping receipts of the
additional securities will be provided in accordance with Paragraph A(5) of Article 2 herein.
ARTICLE 4. ADDITIONAL DEPOSITORIES
This Contract shall be non-exclusive and the' City reserves the right to designate secondary or
additional depositories and to, if necessary, enter into Depository Agreements for other City
funds with other banks in Denton County or adjacent counties whenever the interests of the City
may demand. The City also reserves the right to contract with other financial institutions under
separate contract if the City determines that additional financial services are necessary in the
administration, collection, investment, and/or transfer of municipal funds.
ARTICLE 5. LEVEL OF COMPETENCY
Depository and its officers and employees performing services hereunder agree that in the
performance of these depository services, they shall be responsible to the level of competency
and shall use the same degree of skill and care as presently maintained by other practicing
professionals performing the same or similar types of work in the State of Texas.
ARTICLE 6. INDEMNIFICATION
Depository shall indemnify and hold harmless the City, its officers, agents, and employees from
loss, damage, liability, or expenses on account of any claims, damages, or injuries, whatsoever to
all persons including employees of Depository and City, including without limitation breach of
the Year 2000 Warranty set forth in Article 2.B., which may arise from any negligence, error, or
omission in the performance of this Contract on the part of Depository or any breach of its
obligations or duties under this Contract, and Depository shall defend, at its own expense, any
suits or other proceedings brought against the City, its officers, agents, and employees, and shall
pay any expenses to satisfy all judgments or losses whatsoever which may be incurred or
rendered against them or the City.
ARTICLE 7. EXHIBITS
All exhibits attached to this Contract are considered to be integral parts of same, and Depository
will fully comply with the terms and conditions of same.
ARTICLE 8. VENUE
For purposes of determining venue and the law governing this Contract, services performed
under this Contract are performed in the City and County of Denton, Texas. Any suit or dispute
regarding this Contract shall be decided and. settled in a State or Federal court of competent
jurisdiction sitting in Denton County, Texas for State courts, and sitting in the Federal Eastern
District of Texas, Sherman Division, for Federal courts.
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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.
8. In the event of termination, Depository shall fully cooperate with the City to
transfer all municipal funds to the new depository designated by the City.
ARTICLE J 1. NOTICES
All notices required under this Contract must be given by certified mail or registered mail,
addressed to the proper party, or via facsimile, at the following addresses or fax nos.:
CITY:
DEPOSITORY:
Howard Martin, City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
Fax No. 940-382-8596
Eric L.Kraft
Senior Vice President
Wachovia Bank, N.A.
5080 Spectrum Drive, TX5655
Suite 500 East
Addison, Texas 75001
Fax No. 972-419-3136
Either party may change the address or fax no. to which notice is sent by giving the other party
notice of the new address in the manner provided in this section.
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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 se'rvices 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.
CJt IN WITNESS of which this Contract has been executed effective
./J1I/ by the duly authorized officers of Depository and City.
this the ~tlt of
CITY OF DENTON:
By: ~~~e~~1~
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY~'i\ t \ ,\n UiJ 4-'
BY:
W ACHOVIA BANK, N.A.
By:
~L.'U-c
Eric L. Kraft
Senior Vice President
Senior Relationship Manager
Government & Institutional Banking
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(City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution
TERMS OF SERVICE
These Terms of Service are entered into as ofthe Effective Date by and among The City of Denton,
Texas, NaY A Information Systems, Inc. and Wachovia Bank, National Association. The TOS and the
other portions of the Agreement govern the Merchant's participation in the Program.
Section A - Definitions
I) DEFINITIONS.
a) ACH: Automated Clearing House.
b) Agreement: The TOS, any Addendum, the Merchant Application, the Merchant Operating
Guide, and any other guides or manuals provided to Merchant from time to time, and all additions
to, amendments and modifications of, and all replacements to any of them, as applicable.
c) American Express: The American Express Company.
d) Authorization: Merchant's request for approval of a sales Transaction by an Issuer.
Authorization is initiated by accessing the authorization center by telephone or electronic
terminal.
e) Authorization Code: The code sent by an Issuer in response to an Authorization request.
I) Automated Clearing House (ACH): The funds transfer system governed by the rules of
NACHA. ACH allows financial institutions to clear interbank entries electronically.
g) Bankruptcy Proceeding: With respect to a Person means (i) that the Person or any subsidiary of
such Person shall: (a) commence a voluntary case under the Bankruptcy Code of 1978, as
amended, or other federal bankruptcy laws (as now or hereafter in effect); (b) file a petition
seeking to take advantage of any other applicable laws, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts or any
other similar conservatorship or receivership proceeding instituted or administered by any
regulatory agency or body; (c) consent to or fail to contest, in a timely and appropriate manner,
any petition filed against it in an involuntary case under such bankruptcy laws or other applicable
laws or consent to an Involuntary Bankruptcy Proceeding; (d) apply for or consent to, or fail to
contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a
trustee, receiver, custodian, liquidator, or similar entity of such Person or of all or any substantial
part of its assets, domestic or foreign; (e) admit in writing its inability to pay its debts as they
become due; (I) make a general assignment for the benefit of creditors; (g) make a conveyance
fraudulent as to creditors under any applicable law; or (h) take any action for the purpose of
effecting any of the foregoing; or (ii) that a case or other proceeding shall be commenced against
the Person or any subsidiary of such Person in any court of competent jurisdiction, or through any
regulatory agency or body, seeking: (a) relief under the Bankruptcy Code of 1978, as amended, or
other federal bankruptcy laws (as now or hereafter in effect) or under any other applicable laws,
domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding up or
composition, or adjustment of debts; or (b) the appointment of a trustee, receiver, custodian,
liquidator or the like of such Person or of all or any substantial part of the assets, domestic or
foreign, of such Person or any other similar conservatorship or receivership proceeding instituted
or administered by any regulatory agency or body.
h) Card Not Present: The processing environment where the Payment Device is not physically
presented to the Merchant by the Cardholder as the form of payment at the time of sale. Card Not
Present includes, but is not limited to, Mail Order, Telephone Order, and Electronic Commerce
Transactions.
i) Card Present: The processing environment where the Payment Device is physically presented to
the Merchant by the Cardholder as the form of payment at the time of sale.
j) Cardholder: (i) the individual in whose name a Payment Device has been issued; and (ii) any
individual who possesses and uses a Payment Device and who purports to be the person in whose
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(City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution
name the Payment Device was issued or whose signature appears on the Payment Device as an
authorized user.
k) Chargeback: A sales Transaction disputed by a Cardholder or Issuer pursuant to the Payment
Network Regulations.
I) Confidential Information: All information or items proprietary to NOVA or Member, of which
the Merchant obtains knowledge or access as a result of the Merchant's relationship with NOVA
and Member, including, but not limited to, the following types of information and other
information of a similar nature (whether or not reduced to writing): scientific, technical, or
business information, product makeup lists, ideas, concepts, designs, drawings, techniques, plans,
calculations, system designs, formulae, algorithms, programs, software (source and object code),
hardware, manuals, test procedures and results, identity and description of computerized records,
identity and description of suppliers, customer lists, processes, procedures, trade secrets, "know-
how," marketing techniques and material, marketing and development plans, price lists, pricing
policies, and all other financial information.
m) Credit Card: A: (i) Visa card or other card bearing the symbol(s) of Visa U.S.A., Inc. or Visa
International, Inc. (including Visa Gold cards); (ii) a MasterCard card or other card bearing the
symbol(s) of MasterCard International Incorporated (including MasterCard Gold cards); or (iii)
any card bearing the symbol of any other Credit Card Association.
n) Credit Card Associations: (i) Visa U.S.A., Inc.; (ii) MasterCard International Incorporated; (iii)
American Express; (iv) Discover; (v) Diners; (vi) JCB; and (vii) any other organization or
association that hereafter contracts with NOVA and/or Member to authorize, capture, and/or
settle Transactions effected with Credit Cards issued or sponsored by such organization or
association, and any successor organization or association to any of the foregoing.
0) Credit Card Rules: All applicable rules and operating regulations of the Credit Card
Associations, and all rules, operating regulations, and guidelines for Credit Card Transactions
issued by NOVA from time to time, including, without limitation, all amendments, changes and
revisions made thereto from time to time.
p) Credit Transaction Receipt: A document, in paper or electronic form, evidencing a Merchant's
refund or price adjustment to be credited to a Cardholder account.
q) Debit Card: A card with a magnetic stripe bearing the symbol(s) of one or more EFT Networks
which enables the holder to pay for goods or services by authorizing an electronic debit to the
Cardholder's designated deposit account, including PIN-based, online debit Transactions.
r) Debit Card Rules: All applicable rules aud operating regulations of the EFT Networks, and all
rules, operating regulations, and guidelines for Debit Card Transactions issued by NOVA from
time to time, including, without limitation, all amendments, changes, and revisions made thereto
from time to time.
s) Demand Deposit Account (DDA): The commercial checking account at a financial institution
acceptable to NOVA and Member designated by Merchant to facilitate payment for Transactions,
Chargebacks, returns, adjustments, fees, fines, penalties, and other payments due under this
Agreement.
t) Diners: Diners Club International Ltd.
u) Discover: Discover Financial Services, Inc.
v) EBT Card: A card utilized for electronic benefits transfers.
w) Effective Date: The date set forth in the signature block herein.
x) EFT Networks: (i) Interlink Network Inc., Maestro U.S.A., Inc., Visa, and MasterCard; and (ii)
any other organization or association that hereafter authorizes NOVA and/or Member to
authorize, capture, and/or settle Transactions effected with Debit Cards, and any successor
organization or association to any of the foregoing.
y) Electronic Check Service Association: Visa, NACHA, and any other organization or association
hereafter designated as an Electronic Check Service Association by NOVA from time to time.
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(City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution
z) Electronic Check Service Rules: All applicable rules and operating regulations of the Electronic
Check Service Associations, and all rules, operating regulations, and guidelines for Electronic
Check Service Transactions issued by NOVA from time to time, including without limitation, all
amendments, changes, and revisions made thereto from time to time.
aa) Electronic Commerce Transaction: A Transaction that occurs when the Cardholder uses the
Internet to make a purchase from Merchant or Merchant uses the Internet to submit the
Transaction for processing to NOVA.
bb) Electronic Gift Cards (EGC): A special card purchased by a customer that is redeemable for in-
store merchandise or services.
cc) Interchange: The clearing and settlement system for Visa and MasterCard Credit Cards and
Debit Cards where data is exchanged between NOVA and the Issuer.
dd) Issuer: The financial institution or other entity that issued the Credit Card or Debit Card to the
Cardholder.
eel JCD: JCB International Co., Ltd.
ff) Laws: All applicable state, federal and local laws, rules, and regulations, as amended from time
to time.
gg) Loyalty Cards: A special card given to customers who are frequent shoppers of an establishment
pursuant to which the customer may receive a discount or other reward.
hh) Mail OrderlTelephone Order (MOITO) Transaction: For MO, a Transaction that occurs when
the Cardholder uses the mail to make a purchase from a Merchant and for TO, a Transaction that
occurs when the Cardholder uses a telephone to make a purchase from a Merchant.
ii) MasterCard: MasterCard International Incorporated.
jj) Member: Wachovia Bank, National Association. The Member may be changed by NOVA at any
time.
kk) Merchant (or you): The City of Denton, Texas.
ll) Merchant Application: Any document containing information regarding Merchant's business
that is submitted to NOVA and Member in connection with Merchant's application for processing
services.
mm) Merchant Operating Guide: The operating manual provided by NOVA to its Merchants. The
Merchant Operating Guide may be amended from time to time by NOVA in its sole discretion.
nn) National Automated Clearing House Association (NACHA): The national association that
establishes standards, rules, and procedures to enable depository financial institutions that are
members of regional ACH associations to exchange electronic payments.
00 ) NOVA: As applicable, NOVA Information Systems, Inc., a Georgia corporation, and any affiliate
or subsidiary of NO V A Information Systems, Inc. that provides processing services to a
Merchant related to Transactions. NOVA is a registered member service provider of each
Member.
pp) NOVA Processing Fee: The direct cost to NOVA of the respective Credit Card Association and
EFT Network credit and debit card interchange andlor gateway fees, any third party's
telecommunication costs, NOVA's andlor any third party's authorization and capture switch fees,
and a service processing fee.
qq) Payment Device: Any device used for the purpose of obtaining credit or debiting a designated
account including a Credit Card, Debit Card, and any other financial transaction device, including
an Electronic Gift Card, electronic check, EST Card, stored value card, "smart" card, or other
device created to be used for the purpose of obtaining credit or debiting a designated account, that
is now or hereafter effected through Transactions with Merchants.
IT) Payment Network: Any Credit Card Association, EFT Network, Electronic Check Service
Association, governmental agency or authority, and any other entity or association that issues or
sponsors a Payment Device.
ss) Payment Network Regulations: Individually and collectively, as the context may dictate, the
Credit Card Rules, the Debit Card Rules, and/or the Electronic Check Service Rules.
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(City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution
tt) Person: Any individual, firm, corporation, business trust, partnership, governmental agency or
authority, or other entity and shall include any successor (by merger or otherwise) of such entity.
uu) POS Device: A terminal or other point-of-sale device at a Merchant location that conforms with
the requirements established from time to time by NOVA and the applicable Payment Network.
vv) Prepaid Cards: A reloadable card having available funds to the Cardholder paid for in advance.
ww) Program: The Payment Device processing services and other related products and services
received by Merchant pursuant to the Agreement.
xx) Reserve Account: The account established pursuant to Section (B)(6).
yy) Reserve Amount: The amount established pursuant to the calculation set forth in Section (B)(6).
zz) Reserve Event: The events designated in Section (B)(6).
aaa)Retrieval Request: A request initiated by a Cardholder or Issuer that requires the Merchant to
produce a legible copy ofthe Cardholder's signed Transaction Receipt within a specified period
oftime.
bbb) Third Party Terminal: A terminal, other point-of-sale device, or software provided to
Merchant by any entity other than NOVA or its authorized designee.
ccc) TOS: These Terms of Service and all additions to, amendments, and modifications of, and all
replacements to the TOS, as applicable.
ddd) Transaction: Any action by a Cardholder using a Payment Device and a Merchant that results in
activity on the Cardholder's account (e.g., purchase, refund, or return).
eee) Transaction Receipt: The paper or electronic record evidencing the purchase of goods or
services from a Merchant by a Cardholder using a Payment Device.
fff) Value Added Services: Any product or service provided by a third party unaffiliated with NOVA
or Member to assist Merchant in processing Transactions, including without limitation, Internet
payment gateways, integrated POS Devices, inventory management and accounting tools, loyalty
programs, fraud prevention programs, and any other product or service that participates, directly
or indirectly, in the flow of Transaction data.
ggg) Visa: Visa U.S.A., Inc.
2) RULES OF CONSTRUCTION. Capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to such terms in the TOS. Singular terms shall include the plural, and vice
versa, unless the context otherwise requires. The words "hereof," "herein," and "hereunder," and
words of similar import when used in the TOS shall refer to the TOS and not to any particular
provision ofthe TOS. The word "day" shall mean "calendar day", unless specifically stated otherwise.
In the event of a conflict between the terms of Section B - General Provisions, and any subsequent
section of the TOS, the terms of the subsequent section shall prevail.
Section B - General Provisions
3) ACCEPTANCE OF PAYMENT DEVICES. Merchant shall determine in accordance with the
Payment Network Regulations and the Agreement which types of Payment Devices it will agree to
accept as payment for goods and services. The terms and conditions for the acceptance of Credit
Cards are set forth in the TOS. The terms and conditions for the acceptance of any Payment Devices
other than Credit Cards shall be set forth in one or more addenda (each an "Addendum"), which shall
incorporate the TOS by reference. Each Addendum shall be governed by the TOS, as well as by the
terms set forth in the Addendum.
4) DEPOSIT OF TRANSACTION RECEIPTS.
a) Funds.
i) Deposits. You agree that the Agreement is a contract of financial accommodation within the
meaning of the Bankruptcy Code, 11 U.S.C. Section 365, as amended from time to time.
Subject to this Section, NOVA, and Member will deposit to the DDA all funds evidenced by
Transaction Receipts complying with the terms of the Agreement and the Payment Network
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Regulations and will provide you provisional credit for such funds (less recoupment of any
Charge backs, returns, adjustments, fees, fines, penalties, and other payments due under the
Agreement). You acknowledge that your obligation to NOVA and Member for all amounts
owed under the agreement arises out of the same transaction as NOVA's and Member's
obligation to deposit funds to the DDA.
ii) Provisional Credit. All Transaction Receipts and deposits are subject to audit and final
checking by Member and NOVA, and may be adjusted for inaccuracies or errors. You
acknowledge that all credits for funds provided to you are provisional and subject to
Charge backs and adjustments in accordance with the Payment Network Regulations, whether
or not a Transaction is charged back by the Issuer. Member or NOVA may elect to grant
conditional credit for individual or groups of Transaction Receipts. Final credit for
Transaction Receipts will be granted within Member's and NOVA's sole discretion.
iii) Original Transaction Receipts. Under no circumstances will Member or NOVA be
responsible for processing returns, refunds, or adjustments related to Transactions not
originally processed by Member and NOVA.
b) Processing Limits. Deleted.
c) Chargebacks. You are fully liable to NOVA and Member for all Transactions returned to NOVA
or Member for whatever reason including all Chargebacks. You will pay NOVA and Member for
all Chargebacks. You agree to accept for Chargeback, and will be liable to Member and NOVA in
the amount of any sale for which the Cardholder or Issuer disputes the validity of the sale for any
reason. You authorize NOVA and Member to offset from funds due the Merchant for Transaction
activity and to debit the DDA, the Reserve Account, or any other account held at Member or at
another financial institution the amount of all Chargebacks. You will fully cooperate with NOVA
and Member in complying with the Payment Network Regulations regarding Chargebacks.
Guarantors are personally liable to NOVA and Member for all Chargebacks.
5) DEMAND DEPOSIT ACCOUNT (DDA).
a) Establishment and Authority. You will establish and maintain with Member (or with an ACH
receiving depository institution acceptable to Member) one or more DDAs to facilitate payment
for Transactions. You will maintain sufficient funds in the DDA to accommodate all Transactions
contemplated by the Agreement and all Charge backs, returns, adjustments, fees, fines, penalties,
and other payments due under this Agreement. You irrevocably authorize NOVA and Member to
debit the DDA for Chargebacks in accordance with the Payment Network Regulations and for
returns, adjustments, fees, fines, penalties, and any other payments due under the Agreement.
You also authorize NOVA's or Member's vendors or agents to debit the DDA for any fees due to
such vendors or agents under the Agreement. You must obtain prior written consent from
Member and NOVA to change the DDA. If you do not get that consent, NOVA or Member may
immediately and without notice tenninate the Agreement and may take any other action either of
them deems necessary in their discretion.
b) DDA. If the DDA is maintained with Member, Member will deposit all funds evidenced by
Transaction Receipts to the DDA, subject to Section (B)(4) ofthe TOS. NOVA and Member have
the right to delay, within their discretion, crediting the DDA with funds evidenced by submitted
Transaction Receipts. You authorize Member or NOVA to initiate reversal or adjustment entries
and initiate or suspend such entries as may be necessary to grant you provisional credit for any
entry. Member will make deposits to the DDA pursuant to the Agreement and the ACH
Authorization (defined below). You authorize and appoint Member to act as your agent to collect
Transaction amounts from the Issuer. Member, in its sole discretion or at NOVA's direction, may
grant you provisional credit for Transaction amounts in the process of collection, subject to
receipt of final payment by Member and NOVA and subject to all Chargebacks, returns,
adjustments, fees, fines, penalties, and any other payments due under the Agreement. You shall
maintain sufficient funds on deposit in your DDA to pay all items as they come due in the
ordinary course of business.
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c) Asserted Errors. It is the responsibility of Merchant to reconcile the statements regarding
Transaction activity received from NaV A, any Payment Network, and any third party vendors
with the statements Merchant receives for Merchant's DDA. You must examine all statements
relating to the DDA and notifY Nay A and Member in writing of any errors in the statement
Merchant received from NaV A. Your written notice must include: (i) Merchant name and
account number; (ii) the dollar amount of the asserted error; (iii) a description of the asserted
error; and (iv) an explanation of why you believe an error exists and the cause of it, if known.
That written notice must be received by Nay A within ninety (90) days after you receive the
statement containing the asserted error. If you fail to provide such notice to Nay A within said
ninety (90) days, NaV A and Member shall not be liable to you for any errors you assert at a later
date. You may not make any claim against Member or Nay A for any loss or expense relating to
any asserted error for one hundred eighty (180) days immediately following Nay A's receipt of
your written notice. During that one hundred eighty (180) day period, Nay A will be entitled to
investigate the asserted error, and you shall not incur any cost or expense in connection with the
asserted error without notifYing Nay A.
d) Depository Institution. Merchant authorizes its depository institution to grant Nay A and/or
Member access to any and all information or records regarding the DDA. Merchant authorizes
Nay A and/or Member to direct the depository institution to hold funds in the DDA in an amount
which Nay A and/or Member, in their respective discretion, either individually or collectively,
deem sufficient to fully protect Nay A's and Member's rights under the Agreement or to block or
restrict Merchant's or others' access to funds in the DDA (whether or not such funds are
specifically related to any previous deposit for any Transaction Receipt). Merchant directs the
depository institution to immediately comply with any such direction from Nay A or Member.
e) Release. You hereby release NaV A and Member for any action they take against the DDA or
Reserve Account pursuant to the Agreement. You also release the depository institution at which
you maintain your DDA for acting in accordance with any instruction from Nay A and/or
Member regarding the DDA.
1) ACH Authorization. You authorize Member, Nay A, and their respective vendors and agents to
initiate debit/credit entries to the DDA, the Reserve Account, or any other account maintained by
you at any institution that is a receiving member of ACH, all in accordance with the Agreement.
This authorization will remain in effect after termination of the Agreement and until all of your
obligations to Nay A and Member have been paid in full. In the event you change the DDA, this
authorization will apply to the new account and you shall provide NaV A and Member such
information regarding the new DDA as they deem necessary. It may take Nay A up to ten (10)
business days after Nay A's receipt of a written notice from you to reflect in its system any
change to your DDA.
6) SECURITY INTERESTS, RESERVE ACCOUNT, RECOUPMENT, AND SET-OFF.
a) Security Interests.
i) Security Agreement. The Agreement constitutes a security agreement under the Uniform
Commercial Code. To the extent permitted by law, you grant to Member and Nay A a
security interest in and lien upon: (a) all funds at any time in the DDA, regardless ofthe
source of such funds; (b) all funds at any time in the Reserve Account, regardless of the
source of such funds; (c) present and future Transaction Receipts; and (d) any amount which
may be due to you under the Agreement, including, without limitation, all rights to receive
any payments or credits under the Agreement (collectively, the "Secured Assets"). You agree
to provide other security to NaV A and Member, upon request, to secure your obligations
under the Agreement. These security interests and liens will secure all of your obligations
under the Agreement and any other agreements now existing or later entered into between
you and Nay A and/or Member including your obligation to pay any amounts due and owing
to Member or NaV A. Nay A and Member may execute this security interest, upon written
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notice to Merchant, by making an immediate withdrawal or by restricting your access to the
Secured Assets.
ii) Perfection. Upon request of Member or NaV A, you will execute one (1) or more control
agreements or other documents to evidence this security interest. You represent and warrant
that no other person or entity has a security interest in the Secured Assets. With respect to
such security interests and liens, Member and NaV A will have all rights afforded under the
Uniform Commercial Code, any other applicable law and in equity. You will obtain from
Member and NOVA written consent prior to granting a security interest of any kind in the
Secured Assets to a third party. You agree that this is a contract of recoupment and Member
and Nav A are not required to file a motion for relief from a bankruptcy action automatic
stay to realize any of the Secured Assets. Nevertheless, you agree not to contest or object to
any motion for relief from the automatic stay filed by Nav A or Member. You authorize
NaV A and appoint NaV A your attorney in fact to sign your name to any control agreement
used for the perfection of any security interest or lien granted hereunder.
b) Reserve Account.
i) Establishment. NaV A may establish a Reserve Account in the Reserve Amount upon the
occurrence of a Reserve Event for the purpose of providing a source of funds to pay Member
and Nay A for any and all amounts owed by you. Member and Nav A shall have sole control
ofthe Reserve Account.
ii) Reserve Amount. The Reserve Amount is equal to the aggregate dollar value of: [(average
% credits to processing volume during the same period + average % Chargebacks to
processing volume during the same period) multiplied by three] multiplied by [average
monthly processing volume] plus [one month's average fees] plus [# days delayed delivery
multiplied by the average day's processing volume]. For purposes of this calculation, the
number of days delayed delivery means the number of days between the date on which the
Cardholder's Payment Device is charged and the date the Cardholder receives and is satisfied
with the product. Further, for purposes of this calculation, Nay A will determine, in its sole
discretion, the applicable period considering factors such as Merchant's sale's growth and
seasonality.
iii) Reserve Event. The following will constitute Reserve Events: (a) fraudulent activity in any
monthly period that equal or exceeds one percent (I %) of Merchant's average monthly
volume over the preceding twelve (12) month period, (b) Chargebacks in any monthly period
that equal or exceed 1 % ofthe total dollar value of incoming items to Nay A, (c) Nay A's
reasonable belief that Merchant has accepted deposits but has not delivered the goods or
services, (d) the commencement of a Bankruptcy Proceeding by or against you, and (e)
termination of the Agreement for any reason.
iv) Funding. Member and Nay A may fund the Reserve Account by anyone or more of the
following means.
(1) Member and Nay A may require you to deposit into the Reserve Account funds in an
amount determined by Nav A;
(2) Member and Nav A may debit the DDA in any amount;
(3) Member and Nay A may deposit into the Reserve Account funds they would otherwise
be obligated to pay you.
v) Use of Funds in Reserve Account. Member or NaV A may, without notice to you, apply
funds in the Reserve Account against any outstanding amounts you owe or future amounts
you will owe under the Agreement or any other agreement between you and Member or
Nay A. Also, Member or Nay A may debit the Reserve Account to exercise their rights
under the Agreement including, without limitation, their rights of set-off and recoupment to
collect any amounts due to Member or NaV A. Further, you agree that NaV A or Member
may be required to send funds in a Reserve Account to a third party in response to a tax levy
or other court order.
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vi) Termination of Reserve Account. Funds held in the Reserve Account shall remain in the
Reserve Account until each of the following has occurred: (I) the Agreement has been
terminated; and (2) Merchant has paid in full all amounts owing or that could ever be owed
under the Agreement, including all Charge backs, returns, adjustment, fees, fines, penalties,
and any other payments due under the Agreement. In no event shall you be entitled to a return
of any funds remaining in the Reserve Account before 270 days following the effective date
of termination of the Agreement.
c) Recoupment and Set-off. Member and NOY A have the right of recoupment and set-off. This
means that they may offset any outstanding or uncollected amounts owed to them from: (i) any
amounts they would otherwise be obligated to deposit into the DDA; and (ii) any other amounts
they may owe you under the Agreement or any other agreement. You acknowledge that in the
event of a Bankruptcy Proceeding, in order for you to provide adequate protection under
Bankruptcy Code Section 362 to NOY A and Member, you must create or maintain the Reserve
Account as required by NOV A and/or Member and either of them shall have the right to offset
against the Reserve Account for any and all obligations you may owe to NOY A and Member,
without regard to whether the obligations relate to Transaction Receipts initiated or created before
or after the filing of the bankruptcy petition.
d) Remedies Cumulative. The rights conferred upon Member and NOVA in this section are not
intended to be exclusive of each other or of any other rights and remedies of Member and NOVA
under the Agreement, at law or in equity. Rather, each and every right of Member and NOVA
under the Agreement, at law or in equity is cumulative and concurrent and in addition to every
other right.
7) FEES; OTHER AMOUNTS OWED; TAXES.
a) Fees. You will pay Member and NOY A fees for services, supplies, and equipment in accordance
with Schedule A, Schedule of Fees, and any additional application or setup formes). Such fees
will be calculated and debited from the DDA once each day or month for the previous day's or
month's activity as applicable, or will be deducted from the funds due you under the Agreement.
In addition, you will pay NOVA at its standard rates for research including, but not limited to,
research required to respond to any third party or government subpoena, levy, or garnishment on
your account. The fees set forth in the Agreement and any additional application or set up form will
not be amended by NOVA for the Initial Term of the Agreement except to pass through to you
increases in interchange, assessments, or fees imposed by a third party.
b) Other Amounts Owed. You will immediately pay NOVA or Member any amount incurred by
NOVA or Member attributable to the Agreement, including, without limitation, Chargebacks,
returns, adjustments, fees, fines, penalties, and any other payments due under the Agreement.
NOY A or Member may debit these amounts from your DDA by ACH, and in the event such
ACH does not fully reimburse NOVA or Member for the amount owed, you will immediately pay
NOY A or Member such amount.
c) Taxes. You are also obligated to pay all taxes and other charges imposed by any governmental
authority on the goods and services provided under the Agreement.
8) ACCURACY OF INFORMATION; INDEMNIFICATION; LIMITATION OF LIABILITY.
a) Accuracy oflnformation. You represent and warrant to Member and NOY A that all information
provided to NOVA in the Merchant Application or otherwise in the Agreement is correct and
complete. You must notifY NOVA in writing of any changes to such information, including,
without limitation, any additional location or new business at which you desire to accept payment
services, the identity of principals and/or owners, the form of business organization (i.e., sole
proprietorship, partnership, etc.), type of goods and services provided, and how sales are
completed (i.e., by telephone, mail, electronic commerce, or in person at your place of business).
The notice must be received by NOVA at least ten (10) business days prior to the change. You
will provide any additional information requested by NOVA within a reasonable time. To the
extent permitted by law, you will defend, indemnifY, and hold harmless Member and NOY A for
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all losses and expenses incurred by Member or NOY A arising out of any such change, whether or
not reported to NOY A, or your failure to provide requested infonnation. NOY A may
immediately terminate the Agreement upon notification by you of a change to the infonnation in
the Merchant Application. You authorize NOY A and Member to contact credit reporting agencies
and your creditors to make inquiries and obtain reports regarding your credit standing upon
NOY A's or Member's receipt of the Merchant Application.
b) Hold Harmless. As between Merchant, NOY A and Member, Merchant will be responsible for,
and will at its own expense, defend itself against any and all suits, claims, losses, demands or
damages, arising out of or in connection with any dispute between Merchant and any Cardholder
relating to any Card transaction or any breach by Merchant of any of its obligations under this
Agreement. Merchant hereby releases NOY A and Member from any and all liabilities, claims,
losses, costs, expenses and demands of any kind or nature, arising out of or in connection with such
Card transactions and Merchant breaches, except for the gross negligence or intentional wrongdoing
ofNOY A or Member.
c) Limitation of Liability. In no event will NOY A, Member, or their agents, officers, directors, or
employees be liable for indirect, exemplary, punitive, special, or consequential damages.
d) Performance. NOY A and Member will perfonn all services in accordance with the Agreement.
NOY A makes no other warranty, express or implied, regarding the services, and nothing
contained in the Agreement will constitute such a warranty. NOY A and Member disclaim all
implied warranties, including those of merchantability and fitness for a particular purpose.
Neither NOY A nor Member shall be liable for any failure or delay in its perfonnance of the
Agreement if such failure or delay arises for reasons beyond the control ofNOY A or Member
and without the fault or negligence of NO V A or Member.
9) REPRESENTATIONS AND WARRANTIES. You represent and warrant to NOY A and Member
as of the time the Agreement is effective, and reaffirm to NOY A and Member each time a
Transaction is effected during the initial tenn or any renewal term of the Agreement, the following:
a) Information. All infonnation provided in the Merchant Application or any other document
submitted to NOY A is true and complete and properly reflects the business, financial condition
and principal partners, owners, or officers of Merchant. You will not submit Transactions for
processing to NOY A or Member for any businesses, products, or methods of selling other than
those set forth in the Merchant Application at the time Merchant applies for services without the
prior written consent of NO V A.
b) Authority to Execute. Merchant and the persons signing the Agreement have the power to
execute and perfonn the Agreement. Merchant represents and warrants that the person executing
the Agreement is duly authorized to bind Merchant to all provisions of the Agreement and that
such person is authorized to execute any document and to take any action on behalf of Merchant
which may be required by NOY A, now or in the future. Further, you represent and warrant that
signing and/or performing in accordance with the Agreement will not violate any Law, or conflict
with any other agreement to which you are subject.
c) No Litigation. There is no action, suit, or proceeding pending, or to your knowledge, threatened
which if decided adversely would impair your ability to carry on your business substantially as
now conducted or which would adversely affect your financial condition or operations. You have
never been placed on the MasterCard MA TCH™ system (formerly known as the Combined
Tenninated Merchant File), or, if you have, you have disclosed that fact to NOY A in writing.
d) Transactions. All Transactions are bona fide. No Transaction involves the use of a Payment
Device for any purpose other than the purchase of goods or services from you or a return or
adjustment related to such purchase. No Transaction involves a Cardholder obtaining cash from
you unless allowed by the Payment Network Regulations and agreed to in writing with NOY A.
e) Compliance with Laws and Regulations. You will comply with all Laws and Payment Network
Regulations.
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f) Business Use. You are obtaining and using the processing services from NOVA for business
purposes only and to facilitate lawful business Transactions between yourself and your
customers. You also acknowledge that the DDA into which debits and credits are made is being
used for lawful business purposes only.
10) AUDIT AND INFORMATION.
a) Audit. You authorize NOVA and Member to perform an audit of your business to confirm
compliance with the Agreement. You will obtain and submit a copy of an audit from a third party
acceptable to NOVA of the financial, physical, information security (physical security and
information security), and operational facets of your business at your expense when reasonably
requested by NOVA or Member. Further, you acknowledge and agree that the Payment Networks
have the right to audit your business to confirm compliance with the Payment Network
Regulations.
b) Information.
i) Authority. You authorize NOVA and Member to make, from time to time, any business and
personal credit or other inquiries they consider necessary to review the Merchant Application
or continue to provide services under the Agreement. You also authorize any person or credit
reporting agency to compile information to answer those credit inquiries and to furnish that
information to NOVA.
ii) Financial Information. Upon the request of either NOVA or Member, you will provide
NOVA and Member audited financial statements prepared by an independent certified public
accountant selected by you. You further agree to provide to NOVA and Member such other
information regarding your financial condition as NOY A and/or Member may request from
time to time. Within 120 days after the end of each fiscal year, you will furnish NOVA, as
requested, a financial statement of profit and loss for the fiscal year and a balance sheet as of
the end of the fiscal year.
c) Customer Identification. To help the government fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to obtain, verifY, and record
information that identifies each person who opens an account. Accordingly, you must provide
certain information and identifYing documents to allow NOVA and Member to identifY you.
11) RESPONSmILITY FOR ACTIONS. You are responsible for the actions of or failure to act by
your officers, directors, employees, agents, business invitees, and those of any other Person who, with
or without your consent or cooperation, obtains access to information related to Transactions unless
caused by the gross negligence or intentional wrongdoing of NO V A or Member.
12) BUSINESS CONTINUITY. Merchant is solely responsible for developing and maintaining a
disaster recovery plan. Merchant should test the operation of such plan, or parts thereof, on a periodic
basis to ensure its effectiveness in providing disaster recovery capability to Merchant.
13) THIRD PARTIES.
a) Products or Services. You may desire to employ Yalue Added Services to assist you. You shall
not utilize any Value Added Services, unless you have disclosed such use to NOVA previously in
writing, and unless such Value Added Services are fully compliant with all applicable Laws and
Payment Network Regulations. Further, you will be bound by the acts and omissions of the third
party offering such Value Added Services and you will be responsible for ensuring compliance by
the third party offering such Yalue Added Services with all applicable Laws and Payment
Network Regulations. You will indemnifY and hold harmless NOVA and Member from and
against any loss, cost, or expense incurred in connection with or by reason of your use of any
Yalue Added Service. Neither NOVA nor Member is responsible for the Yalue Added Services
provided by an unaffiliated third party and neither NOVA nor Member is responsible for any
Transaction until NOVA receives data for the Transaction in the format required by NOV A.
b) Use of Terminals Provided by Others. In addition to the foregoing, if you use Value Added
Services for the purposes of data capture and/or authorization, you agree: (i) that the third party
providing such services will be your agent in the delivery of Transactions to NOVA and Member
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via a data processing system or network similar to NOVA's; and (ii) to assume full responsibility
and liability for any failure of that third party to comply with applicable Laws and the Payment
Network Regulations or the Agreement. Neither Member nor NOVA will be responsible for any
losses or additional fees incurred by you as a result of any error by a third party agent or by a
malfunction in a Third Party Terminal. Neither NOVA nor Member is responsible for any
Transaction until NOVA receives data for the Transaction in the format required by NOVA.
14) TERM AND TERMINATION.
a) Term. Unless terminated as set forth below, the Agreement will remain in effect for a period of
two (2) years ("Initial Term") following the Effective Date. Thereafter, the Agreement will renew
for successive one (1) year terms ("Renewal Term") unless terminated as set forth below.
b) Termination.
i) Merchant.
(I) The Agreement may be terminated by you effective at the end of the Initial Term or any
Renewal Term by providing written notice of an intent not to renew to NOVA at least
thirty (30) days prior to the expiration of the then current term.
(2) The Agreement may be terminated by you in the event of a material breach of the terms
of the Agreement by Member or NOVA, provided you give Member and NOVA written
notice of any alleged breach and such breach remains uncured for a period of sixty (60)
days following receipt of written notice by the party you claim to be in breach ofthe
Agreement.
ii) NOVA or Member.
(I) The Agreement may be terminated by Member or NOVA effective at the end of the
Initial Term or any Renewal Term by providing written notice of an intent not to renew to
you at least thirty (30) days prior to the expiration ofthe then current term.
(2) The Agreement may be terminated by NOVA or Member immediately upon the
occurrence of one or more of the following:
(a) The occurrence ofa material adverse change in your financial condition.
(b) The garnishment or attachment of your deposit accounts with Member, the DDA, the
Reserve Account, or any of your property in the possession of NO V A or Member.
(c) The assignment of your assets generally for the benefit of creditors.
(d) The commencement of a Bankruptcy Proceeding by or against you.
(e) Any representation and warranty by a party is or becomes false or misleading in any
material respect as of the date made, or becomes false or misleading at any time
during the term of this Agreement.
(I) Any Payment Network requires Member or NOVA to terminate this Agreement or
cease processing transactions for you.
(3) The Agreement may be terminated by NOVA or Member if, after providing thirty (30)
days written notice, any of the following conditions remain:
(a) The occurrence of Excessive Activity.
(b) The acceptance of Card Not Present Transactions without proper disclosure to NOVA
and Member as set forth herein.
(c) The failure to pay NOVA or Member any amount you owe NOVA or Member.
(d) The failure by you to perform a material obligation of this Agreement.
NOVA's and Member's rights of termination under the Agreement are cumulative. A specific
right of termination in this section shall not limit any other right of NO V A or Member to
terminate the Agreement expressed elsewhere.
c) Notice of Termination. Notice of termination by Merchant, NOVA, or Member must be in
writing. Termination shall be effective on the date specified by the written notice; provided,
however Merchant agrees that closing Merchant's account with NOVA may take up to thirty (30)
days following NOVA's receipt of written notice of termination.
d) Action Upon Termination.
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i) Accounts. All your obligations regarding Transactions processed prior to termination will
survive termination. Funds related to Transactions processed prior to termination may be
placed in a Reserve Account until you pay all amounts you owe NOVA or Member or
amounts for which you are liable under the Agreement. You must maintain enough funds in
the DDA following termination to cover all Chargebacks, returns, adjustments, fees, fines,
penalties, and other amounts due under the Agreement for a reasonable time, but in any
event, not less than 180 days from termination. If a Reserve Account is established by
NOVA, then any balance remaining after Chargeback rights have expired and all other
amounts owed by you have been paid will be disbursed to you.
ii) Equipment. If your equipment is leased, you are obligated to honor the terms and conditions
of your leasing contract. [fyour equipment is owned by NOV A, you must return all
equipment owned by NOVA within ten (10) business days and immediately pay NOVA any
amounts you owe for such equipment.
iii) Return to NOVA. All promotional materials, advertising displays, emblems, Transaction
Receipts, Credit Transaction Receipts, and other forms supplied to you and not purchased by
you or consumed in use will remain the property of NO V A and must be returned to NOVA or
destroyed within ten (10) business days after termination of the Agreement. You will be fully
liable for any and all loss, cost, and expense suffered or incurred by NOVA arising out of any
failure to return or destroy such materials following termination.
i5) COMPLIANCE WIm LAWS AND PAYMENT NETWORK REGULATIONS; MATCJIfM.
a) Compliance with Laws and Payment Network Regulations. You agree to comply with the
Payment Network Regulations, and with any policies and procedures provided by Member or
NOVA. The Payment Network Regulations are incorporated into the Agreement by reference as
if they were fully set forth in the Agreement. You further agree to comply with all Laws,
including without limitation, Laws related to: (i) Payment Devices; and (ii) confidential treatment
of information. You will assist Member and NOV A in complying in a complete and timely
manner with all Laws and Payment Network Regulations now or hereafter applicable to any
Transaction or the Agreement. You will execute and deliver to Member and NOVA all such
instruments they may from time to time reasonably deem necessary to verifY your compliance
with this ~rovision.
b) MATCH M You acknowledge that Member andJorNOVA is required to report Merchant's
business name and the name of Merchant's principals to the MA TCH™ listing maintained by
MasterCard and accessed by Visa pursuant to the requirements of the Payment Network
Regulations. You specifically consent to the fulfillment of the obligations related to the listing by
NOVA and Member, the listing itself and you waive and hold harmless NOVA and Member from
all claims and liabilities you may have as a result of such reporting.
c) Security Program Compliance. You must comply with the requirements of the Customer
Information Security Program of Visa and the Site Data Protection Program of MasterCard, as
applicable, and any modifications to, or replacements of such programs that may occur from time
to time. You also shall ensure that all third parties from whom you procure Value Added Services
or Third Party Terminals comply with the requirements of those programs. Upon request, NOVA
will provide you with copies ofa summary of the current requirements of the Visa and
MasterCard programs. You are responsible for your own actions or inactions, those of your
officers, directors, shareholders, employees and agents, including any third party vendors with
whom you contract to perform services for you. You shall indemnify and hold NOVA and
Member harmless from any liability, loss, cost, or expense resulting from the violation of any of
the program requirements by any of the individuals or entities listed in the immediately preceding
sentence. Should you participate in a program with any other Payment Network or Issuer, or
accept a Payment Device of any other Payment Network that has a security program in place, you
must comply therewith and ensure that your officers, directors, shareholders, employees, and
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agents, including any third party vendors from whom you procure Yalue Added Services or Third
Party Terminals also comply with the program requirements of such Payment Network.
16) USE OF TRADEMARKS; CONFIDENTIALITY; PASSWORDS.
a) Use of Trademarks. You will prominently display the promotional materials provided by NOY A
in your place of business. Your use of Visa and MasterCard marks, as well as marks of other
Payment Networks, will fully comply with the Payment Network Regulations. Your right to use
all such marks will terminate upon termination of the Agreement. Your use of promotional
materials, provided by Yisa, MasterCard, and/or other Payment Networks will not indicate,
directly or indirectly, that Yisa, MasterCard, or such other Payment Networks endorse any goods
or services other than their own and you may not refer to Visa, MasterCard, or any other Payment
Networks in stating eligibility for your products or services.
b) Confidentiality.
i) Cardholder and Transaction Information. You shall, at all times protect the confidentiality
of Cardholder and Transaction information in accordance with all applicable Laws and
Payment Network Regulations. You will not disclose Cardholder or Transaction information
to any third party, except to an agent of yours assisting in completing a Transaction, or as
required by Laws or the Payment Network Regulations. You must maintain all systems and
media containing Cardholder and Transaction information in a secure manner to prevent
access by or disclosure to anyone other than your authorized personnel. You must maintain
Cardholder and Transaction information for such time periods as may be required by Laws
and the Payment Network Regulations and thereafter destroy in a manner that will render the
data unreadable all such media that you no longer deem necessary or appropriate to maintain.
Further, you must take all steps reasonably necessary to ensure that Cardholder and
Transaction information is not disclosed or otherwise misused. You may not retain or store
magnetic stripe or CVV2/CVC2 data after authorization for record keeping or additional
authorization processing. Merchant shall immediately notifY NOY A of any Cardholder or
Transaction information compromise of which it becomes aware whether such compromise
occurred at: (i) the Merchant; (ii) a third party from whom Merchant procures Yalue Added
Services; (iii) NOY A or Member; or (iv) elsewhere.
ii) Bankrnptcy. In the event of failure or other suspension of your business operations,
including bankruptcy or insolvency, you must not sell, transfer, or disclose any materials that
contain Cardholder or Transaction information to third parties. You must:
(I) Return this information to NOVA, or
(2) Provide acceptable proof of destruction of this information to NOVA.
iii) NOVA or Member Confidential Information. You shall at all times protectNOV A's and
Member's Confidential Information. You will not disclose any ofNOY A's or Member's
Confidential Information to any third party except as required by Laws.
c) Passwords. If you receive a password from NOY A to access any ofNOY A's databases or
services you will: (i) keep the password confidential; (ii) not allow any other entity or person to
use the password or gain access to NOY A's databases or services; (iii) be liable for all action
taken by any user of the password; and (iv) promptly notifY NOY A if you believe NOY A's
databases or services or your information has been compromised by use of the password. If you
receive passwords from a third party, you must protect such passwords in the manner required by
such third party and indemnifY, defend, and hold NOVA and Member harmless from any losses,
costs, or expenses that arise from your use or misuse of such third party passwords.
d) Proprietary Interest. Merchant has no interest whatsoever, including, without limitation,
copyright interests, franchise interests, license interests, patent rights, property rights, or other
interest in any services, software, or hardware provided by NOY A. Nothing in the TOS shall be
construed as granting Merchant any patent rights or patent license in any patent which NOY A
may obtain in respect to NOY A's services, software, or equipment. Merchant will make no
attempt to duplicate or otherwise ascertain the components, circuit diagrams, logic diagrams, flow
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charts, source and object code, schematics or operation of, or otherwise attempt to reverse
engineer any of NO V A's services, equipment, or software.
17) MISCELLANEOUS PROVISIONS.
a) Entire Agreement. The Agreement, Payment Network Regulations, and any amendment or
supplement to either, constitutes the entire agreement between the parties, and all prior or other
representations, written or oral, are merged in and superceded by the Agreement. In the event of a
conflict between the documents comprising the Agreement, the following order of priority will
apply: (i) any Addendum; (il) the TOS; (iii) the Payment Network Regulations; (iv) the Merchant
Application; (v) the Merchant Operating Guide; and (vi) any other guides or manuals provided to
Merchant from time to time.
b) Exclusivity. During the Initial Term and any Renewal Term of the Agreement, you will not enter
into an agreement with any other entity that provides processing services similar to those
provided by NOVA and Member as contemplated by the Agreement without NOVA's written
consent, except for services currently under contract between Merchant and another entity, and
renewals thereof.
c) Construction. Any alteration or strikeover in the text of this preprinted TOS will have no binding
effect and will not be deemed to amend the Agreement. The headings used in the TOS are
inserted for convenience only and will not affect the interpretation of any provision. The language
used will be deemed to be the language chosen by the parties to express their mutual intent, and
no rule of strict construction will be applied against any party.
d) Assignability. The Agreement may be assigned by Member or NOVA, but may not be assigned
by Merchant, directly or by operation of law, without the prior written consent of NO V A. If you,
nevertheless, assign the Agreement without NOVA's consent, the Agreement will be binding on
the assignee as well as you.
e) Notices. Any written notice to the Merchant under the Agreement will be deemed received upon
the earlier of: (i) actual receipt; or (ii) five (5) business days after being deposited in the United
States mail, or with a nationally recognized overnight carrier, and addressed to the last address
shown on the records of NO V A. Any written notice to NOVA, shall be sent by U.S. mail or a
nationally recognized overnight carrier to: 7300 Chapman Highway, Knoxville, TN 37920, and
shall be deemed received only upon actual receipt. Notices may also be sent via fax to the
following fax numbers: for Merchant: 940-349-8596; for NOVA or Member: 865-577-0661.
f) Bankrnptcy. You will immediately notifY NOVA of any Bankruptcy Proceeding, receivership,
insolvency, or similar action or proceeding initiated by or against Merchant or any of its
principals. You will include NOV A on the list and matrix of creditors as filed with the
Bankruptcy Court, whether or not a claim may exist at the time of filing. Failure to do so will be
cause for immediate termination of the Agreement and shall allow the pursuit of any other action
available to NOVA under applicable Payment Network Regulations or Laws. You acknowledge
that the Agreement constitutes an executory contract to make a loan, or extend other debt
financing or financial accommodations to, or for the benefit of you, and, as such, cannot be
assumed or assigned in the event of your bankruptcy.
g) Attorneys' Fees. The non-prevailing party will be liable for and will reimburse the other parties
for all attorneys' fees and other costs and expenses paid or incurred in the enforcement of this
Agreement, or in collecting any amounts due or resulting from any breach of the Agreement.
h) Customer Contact. You authorize Member and NOVA to contact your customers or their Issuer
if Member or NOVA determines that such contact is necessary to obtain information about any
Transaction between you and a customer.
i) Telephone Recording. You authorize NOVA to monitor and record telephone conversations at
any time without further notice to the parties to such conversations. The decision to record any
conversation shall be solely in NOVA's discretion.
j) Information Sharing. You understand and agree that NOVA may disclose any information
gathered by NOVA to (i) NOV A's "affiliates" (i.e., companies related to us by common control
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or ownership) that offer financial products or services, including those identified in the
Agreement and to NOVA's administrative or service units that perform such functions; (ii) to
NOVA's "financial partners," which are companies with which NOVA has joint marketing
arrangements to offer financial products or services, or with which NOVA has agreements to
provide marketing services on NOVA's behalf; (iii) to non-affiliated companies to assist NOVA
in providing the products and services Merchant has requested; (iv) to credit rating agencies; and
(v) as required by the Payment Network Regulations or the Laws (e.g., for tax reporting purposes
or in response to a subpoena).
k) Communication with Merchant. You agree that NOVA and Member may provide you with
information about the Program including, without limitation, information about new products
and/or services by telephone, electronic mail, and/or facsimile.
I) Amendments. Member and NOVA may propose amendments or additions to the Agreement.
Member or NOVA will inform you of a proposed change in a periodic statement or other notice.
You will be deemed to have agreed to the change if you continue to present Transactions to
Member and NOVA after thirty (30) days following the issuance of the notice. Notwithstanding
the previous sentence, changes to fees authorized by the TOS will be effective upon notice to you,
unless a later effective date is provided. Further, NOVA is entitled to pass through to you any fee
increases imposed upon NOVA by Visa, MasterCard, any other Payment Network, and any other
third party including telecommunications vendors.
m) Severability and Waiver. If any provision of the Agreement is found to be illegal or otherwise
unenforceable, the invalidity or unenforceability of that provision will not affect any of the
remaining provisions and the Agreement will be construed as if the illegal or unenforceable
provision is not contained in the Agreement. Neither the failure, the delay by NOV A or Member
to exercise, nor the partial exercise of any right under the Agreement will operate as a waiver or
estoppel of such right, nor shall such amend the Agreement. All waivers requested by you must
be signed by NOVA.
n) Independent Contractors. NOVA, Member, and you will be deemed independent contractors
and no one will be considered an agent, joint venturer, or partner of the other, unless and to the
extent otherwise specifically provided herein.
0) Survival All or your obligations to NOVA and Member shall survive termination of the
Agreement, including, without limitation, Sections (B)(4)(a)-(c), (B)(5)(a)-(f), (B)(6)(a)-(d),
(B)(7)(a)-(c), (B)(8)(a)-(d), (B)(ll), (B)(l3), (B)(14), (B)(l6)(a)-(d) and (B)(l7)(g) ofthe TOS.
p) Counterparts; Facsimile Signatures; Delivery. The Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which, taken together, shall
constitute one and the same agreement. Delivery of the various documents and instruments
comprising the Agreement may be accomplished by a facsimile transmission, and such a signed
facsimile or copy shall constitute a signed original.
Section C - Acceptance of Visa and MasterCard
18) ACCEPTANCE OF VISA AND MASTERCARD. Merchant agrees to the following provisions in
addition to the Definitions in Section (A) and the General Provisions of Section (B) above:
19) VISA AND MASTERCARD DEFINITIONS. For purposes of this Section, "Credit Card" shall be
deemed to be limited to a: (i) creditlbusiness product of Visa; (ii) consumer debit/prepaid product of
Visa; (iii) creditlbusiness product of MasterCard; or (iv) consumer debit/prepaid product of
MasterCard as applicable. The creditlbusiness products of Visa are those products for which
transactions by the Cardholder are paid by the Cardholder at least fifteen (15) days after the
transaction including: (i) consumer credit products (including co-branded and smart Visa versions)
such as Classic, Gold, Platinum, Signature, and Infinite cards; and (ii) business products such as
business credit, business debit, business line of credit, and smart Visa business, purchasing cards,
corporate cards, fleet cards, and commercial prepaid cards. The consumer debit/prepaid products of
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Visa are those products that for which Transactions by the Cardholder are paid by accessing the
Cardholder's asset account immediately including: (i) consumer Visa check cards such as Classic,
Gold, Platinum and Visa Check Card II; and (ii) consumer prepaid/EBT cards such as Visa Buxx,
Visa Payroll, Visa gift cards (including incentives, promotional, and rebate), child support cards,
unemployment cards, insurance claim cards, customer service cards, state disbursement cards (not
including unemployment or child support), flexible spending account cards. General purpose
reloadable and one-time use prepaid cards and student aid college cards. The consumer debit/prepaid
products of MasterCard include Cardholder signature debit cards, prepaid cards, stored value cards,
EBT cards and payroll cards. The creditlbusiness products of MasterCard include all other
MasterCard products.
20) HONORING CREDIT CARDS.
a) Honoring Cards. Effective January I, 2004, Merchant may choose to accept (i) only the
creditlbusiness products of Visa and/or MasterCard; (ii) only the consumer debit/prepaid products
of Visa and/or MasterCard; or (iii) both the creditlbusiness products and consumer debit/prepaid
products of Visa and/or MasterCard. If you are a Merchant currently using the services of NO V A
and Member and you wish to discontinue acceptance of either category of products, you must
provide NOVA with thirty (30) days advance written notice. If you are a new Merchant, you must
indicate your decision to accept a limited category of products on the Merchant Application. If
you choose to accept only one of the categories of products but later submit a Transaction outside
of the selected category, NOVA and Member are not required to reject the Transaction and you
will be charged our standard fees and expenses for that category of products. Further, if you
choose a limited acceptance option, you must still honor all international cards presented for
payment. Merchants who have decided to implement a limited acceptance policy are required to
display appropriate signage to communicate that policy to Cardholders.
b) No Minimum or Maximum. Merchant shall not establish minimum or maximum Credit Card
Transaction amounts.
c) Cardholder Identification. In Card Present Transactions, you will identifY the Cardholder and
check the expiration date and signature on each Credit Card. You will not honor any Credit Card
if: (i) the Credit Card has expired; (ii) for Card Present sales Transactions, the signature on the
Transaction Receipt does not correspond with the signature on the Credit Card, is blank, or uses
language to the effect of "see id"; or (iii) the account number embossed on the Credit Card does
not match the account number on the Credit Card's magnetic stripe.
d) Credit Card Recovery. You will use reasonable, peaceful means to recover any Credit Card: (i)
on Visa Cards, if the printed four digits below the embossed account number do not match the
first four digits of the embossed account number; (ii) if you are advised by Member (or its
designee), the Issuer, or the designated voice authorization center to retain it; (iii) if you have
reasonable grounds to believe the Credit Card is lost, stolen, counterfeit, fraudulent, or otherwise
invalid, or its use is not authorized by the Cardholder; or (iv) for MasterCard Cards, if the printed
four digits below the embossed account number do not match the first four digits of the embossed
account number, or the Credit Card does not have the "Twin Globes" hologram on the lower right
corner of the Credit Card face.
e) Surcharges. You will not add any amount to the posted price of goods or services you offer as a
condition of paying with a Credit Card, except as permitted by the Credit Card Rules. This
paragraph does not prohibit you from offering a discount to induce a person to pay by cash,
check, or similar means rather than by Credit Card.
1) Return Policy. You must properly disclose to the Cardholder, at the time of the sales Transaction
and in accordance with the Credit Card Rules, any limitation you have on accepting returned
merchandise.
g) No Claim Against Cardholder. You will not have any claim against, or right to receive payment
from, a Cardholder or any other customer in any Transaction unless Member or NOVA refuses to
accept the Transaction Receipt or revokes its prior acceptance of the Transaction Receipt (after
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(City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution
receipt of a Chargeback or otherwise). Except in cases where Member or NOVA refused to
accept the Transaction Receipt or revokes its prior acceptance of the Transaction Receipt (after
receipt of Charge back or otherwise), you will not accept any payments from a Cardholder relating
to previous charges for merchandise or services included in a Transaction Receipt, and if you
receive such payments, you will promptly remit them to NOVA.
h) Disputes With Cardholders. All disputes between you and any Cardholder relating to any
Transaction will be settled between you and the Cardholder. Neither NOVA nor Member bears
any responsibility for such Transactions or disputes, other than with respect to processing
Charge backs under the Credit Card Rules.
21) AUTHORIZATION.
a) Required on aU Transactions. You must obtain an Authorization Code before completing any
sales Transaction. An Authorization Code verifies the Credit Card number is valid, the Credit
Card has not been reported lost or stolen at the time of the sales Transaction, and confirms the
amount of credit or funds requested for the sales Transaction is available. You will follow any
instructions received during Authorization. Upon receipt of an Authorization Code, you may
consummate only the sales Transaction authorized and must note the Authorization Code on the
Transaction Receipt. In any case in which a sales Transaction is completed without imprinting the
Credit Card, the Merchant, whether or not an Authorization Code is obtained, shall be deemed to
warrant the true identity of the customer as the Cardholder. For all Card Not Present sales
Transactions, you must obtain the Credit Card expiration date, Cardholder address and telephone
number, and CVV2/CVC2 number and forward them as part ofthe Authorization.
b) Effect. An Authorization Code does not: (i) guarantee the Merchant final payment for a sales
Transaction; (ii) guarantee that the sales Transaction will not be disputed later by the Cardholder
as any sales Transaction is subject to Charge back; or (iii) protect you in the event of a
Chargeback regarding unauthorized sales Transactions or disputes involving the quality of goods
or services. Authorization Codes will not waive any provision ofthe TOS or otherwise validate a
fraudulent sales Transaction or a sales Transaction involving the use of an expired Credit Card.
c) Unreadable Magnetic Stripes. For Card Present Transactions, if you authorize and present
Transactions electronically and your terminal is unable to read the magnetic stripe on the Credit
Card, you must obtain the following in addition to key-entering the Transaction into the POS
Device for processing: (i) a physical imprint of the Credit Card using a manual imprinter and (ii)
the Cardholder's signature on the imprinted Transaction Receipt.
22) PRESENTMENT OF TRANSACTION RECEIPTS.
a) Transaction Receipts.
i) Card Present and Card Not Present Transactions (other than Electronic Commerce
Transactions). You will use a Transaction Receipt to document each Card Present and Card
Not Present Transaction. Each such Transaction Receipt must include:
(I) Card account number (truncated account number required on the Cardholder's copy).
(2) Merchant name and location.
(3) Location Code (i.e., merchant identification number issued by NOVA).
(4) Transaction amount, including applicable taxes.
(5) Transaction date.
(6) Space for Cardholder signature for Card Present Transactions.
(7) Indication of who shall receive each copy ofthe Transaction Receipt (e.g., Merchant
Copy, Bank Copy, Cardholder Copy).
(8) Authorization Code.
(9) Terms and conditions ofthe sale, if restricted.
]fthe Merchant is accepting consumer debit products of Visa or MasterCard, no data referencing
the Cardholder's PIN number shall be printed on the receipt.
ii) Electronic Commerce Transactions. You will use a Transaction Receipt to document each
Electronic Commerce Transaction. Each such Transaction Receipt must include:
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(I) Card account number (truncated account number required on the Cardholder's copy).
(2) Merchant name.
(3) Merchant online address.
(4) Purchaser name.
(5) Authorization Code.
(6) Transaction amount.
(7) Transaction date.
(8) Customer service contact, including telephone number.
(9) Terms and conditions of the sale, if restricted.
b) Signatures. In Card Present Transactions, Transaction Receipts must be signed by the
Cardholder. The requirement for the Cardholder's signature on the Transaction Receipt will only
be waived if the Credit Card Transaction is a valid Card Not Present Transaction which fully
complies with the requirements set forth in the TaS.
c) Reproduction ofInformation. For Card Present Transactions, ifthe following information
embossed on the Credit Card is not legibly imprinted on the Transaction Receipt, you will legibly
reproduce on the Transaction Receipt the: (i) Cardholder's name; (ii) account number; (iii)
expiration date; and (iv) Merchant's name and place of business. Additionally, for MasterCard
Transactions, on the Transaction Receipt you will legibly reproduce the name of the bank that
issued the Credit Card as it appears on the face of the Credit Card.
d) Truncation.
i) The Credit Card account number must be truncated on all Cardholder-activated Transaction
Receipts. Truncated digits should be replaced with a fill character such as "x," "* ," or "#,"
and not with blank spaces or numeric characters.
ii) Effective July 1,2003, all new pas Devices must suppress all but the last four digits of the
Credit Card account number and the entire expiration date on the Cardholder's copy of the
Transaction Receipt generated from electronic (including Cardholder-activated) pas
Devices. Effective July 1, 2006, all existing pas Devices must comply with the rule set forth
in this subsection.
iii) These truncation rules do not apply to Transactions in which the only way to record a Credit
Card account number is in handwriting or by making an imprint or copy of the Credit Card.
e) Delivery and Retention of Transaction Receipts. For Card Present Transactions, you will
deliver a complete and legible copy of the Transaction Receipt or Credit Transaction Receipt to
the Cardholder at the time of the Transaction. For Card Not Present Transactions, you will deliver
a complete and legible copy of the Transaction Receipt or Credit Transaction Receipt to the
Cardholder promptly following completion of the Transaction in either electronic (e.g., e-mail or
fax) or paper (e.g., handwritten or terminal-generated) format. You will retain the "Merchant
Copy" of the Transaction Receipt or Credit Transaction Receipt for at least eighteen (18) months
following the date of completion ofthe Credit Card Transaction (or such longer period as the
Credit Card Rules or the Laws may require).
f) Electronic Transmission. If you utilize electronic Authorization and/or data capture services,
you will enter the data related to Transactions into a pas Device and settle the Transactions and
transmit the data to NaV A for its designated agent in the form specified by NaV A no later than
the close of business on the date the Transactions are completed. If Member or NaV A requests a
copy of a Transaction Receipt, Credit Transaction Receipt, or other Transaction evidence, you
must provide it within the time frame specified in the request.
23) RETRIEVAL REQUESTS AND CHARGEBACKS; CREDITS; REPROCESSING; FRAUD;
AND FACTORING.
a) Retrieval Requests. You must respond to a Retrieval Request with a legible copy of the
Transaction Receipt within the time frame specified. If you fail to provide a legible copy of the
Transaction Receipt, you will receive a Chargeback that cannot be cured.
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b) Chargebacks. You are fully liable to NOY A and Member for all Transactions returned to NOY A
or Member for whatever reason including, but not limited to, Chargebacks. You agree to accept
for Chargeback and will be liable to Member and NOY A in the amount of any sale for which the
Cardholder or Issuer disputes the validity of the sale for any reason. You will pay NOY A and
Member on demand the value of all Charge backs. You authorize NOY A and Member to offset
from incoming Transactions and to debit the DDA, the Reserve Account, or any other account
held at Member or at another financial institution the amount of all Chargebacks. You will fully
cooperate with NOY A and Member in complying with the Credit Card Rules regarding
Chargebacks. Guarantors are personally liable for all Charge backs. The following is not to be
considered a complete listing of the reasons for which you may incur a Chargeback. It is intended
only to provide the most commonly encountered situations where a Chargeback may occur.
i) Failure to respond to a Retrieval Request or failure to provide a legible, complete, or proper
copy of a Transaction Receipt in response to a Retrieval Request,
ii) Unauthorized use of a Credit Card as alleged by the Cardholder,
iii) Dispute by the Cardholder over the quality of goods or services,
iv) Failure by Merchant to provide goods or services,
v) The Transaction Receipt does not bear the Cardholder's signature,
vi) The Transaction Receipt represents a sales Transaction for which Authorization was initially
declined and was subsequently obtained by means of multiple Authorization attempts or other
means not permitted hereunder,
vii) The Transaction Receipt fails to comply with the terms and conditions of the Agreement or
fails to comply with the Credit Card Rules,
viii) The sales Transaction was completed under circumstances constituting a breach of the
Agreement.
c) Excessive Activity. Your presentation to NOY A of Excessive Activity will be a breach ofthe
Agreement and cause for immediate termination ofthe Agreement. "Excessive Activity" means,
during any monthly period, and for anyone of Merchant's terminal identification numbers or
merchant identification numbers, Charge backs and/or Retrieval Requests in excess of one percent
(1 %) of the gross dollar amount of your sales Transactions or returns in excess of two and one-
half percent (2.5%) of the gross dollar amount of sales Transactions. You authorize, upon the
occurrence of Excessive Activity, Member and NOY A to take additional actions as either of them
may deem necessary including, without limitation, suspension of processing privileges or creation
or maintenance of a Reserve Account in accordance with the TOS.
d) Credits.
i) Credit Transaction Receipt. You will issue a Credit Transaction Receipt, instead of issuing
cash or a check, as a refund for any previous sales Transaction. Member will debit the DDA
for the total face amount of each Credit Transaction Receipt submitted to NOY A. You will
not submit a Credit Transaction Receipt relating to any Transaction Receipt not originally
submitted to NOY A, nor will you submit a Credit Transaction Receipt that exceeds the
amount of the original Transaction Receipt. You will, within the time period specified by
applicable Laws or the Credit Card Rules, whichever time period is shorter, provide NOY A
with a Credit Transaction Receipt for every return of goods or forgiveness of debt for services
that was the subject of a previous sales Transaction in accordance with the Credit Card Rules.
ii) Revocation of Credit. Member or NOY A may, in their sole discretion, refuse to accept any
Credit Transaction Receipt for processing except in situation where Merchant verifies the
identity of the recipient and takes precautions to insure that recipient is entitled to the refund.
iii) Reprocessing. You will not resubmit or reprocess any Transaction that has been charged
back.
e) Fraud and Factoring. You will not present for processing or credit, directly or indirectly, any
transaction not originated as a result of a transaction directly between you and a Cardholder or
any Transaction you know or should know to be fraudulent or not authorized by the Cardholder.
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Perpetrators of fraudulent Transactions will be referred to law enforcement officials. You will not
deposit any Transaction Receipt representing the refinancing of an existing obligation of a
Cardholder. You agree that NOY A may, within its sole discretion, suspend the disbursement of
funds from Transaction Receipt for any reasonable period of time required to investigate
suspicious or unusual deposit activity. NOVA and Member will have no liability for any losses
you may attribute to any suspension of funds disbursement.
24) OTHER TYPES OF TRANSACTIONS.
a) Mail OrderlTelephone Order (MOITO). You understand that Transactions processed via
MOITO are high risk and subject to a higher incidence of Chargebacks. You are liable for all
Chargebacks and losses related to MO/TO sales Transactions. You may be required to use an
address verification service ("A YS") on MOITO sales Transactions. A YS is not a guarantee of
payment and the use of A YS will not waive any provision ofthis Agreement or validate a
fraudulent Transaction. You will obtain the expiration date ofthe Credit Card for a MOITO sales
Transaction and submit the expiration date when requesting Authorization ofthe sales
Transaction. For MOITO sales Transactions, you will type or print legibly on the signature line of
the Transaction Receipt the following applicable words or letters: telephone order or "TO," or
mail order or "MO," as appropriate. NOY A recommends that you obtain a signed Transaction
Receipt or other proof of delivery signed by Cardholder for MOITO sales Transactions.
b) Recurring Transactions. For recurring sales Transactions (e.g., payment of insurance premiums
or subscriptions), you must obtain a written request from the Cardholder for such goods and
services to be charged to the Cardholder's account, the frequency of the recurring charge, and the
duration of time during which such charges may be made. You will not complete any recurring
sales Transaction after receiving: (i) a cancellation notice from the Cardholder; (ii) a notice from
NOV A or Member that authority to accept recurring sales Transactions has been revoked; or (iii)
a response that the Credit Card is not to be honored. You must print legibly on the Transaction
Receipt the words "Recurring Transaction."
c) Multiple Transaction Receipts. You will include a description and total amount of goods and
services purchased in a single sales Transaction on a single Transaction Receipt unless: (i) partial
payment is entered on the Transaction Receipt and the balance of the Transaction amount is paid
in cash or by check at the time ofthe sales Transaction; or (ii) a Transaction Receipt represents an
advance deposit in a sales Transaction completed in accordance with the Agreement and the
Credit Card Rules.
d) Deposits.
i) Prior Consent. You will not accept for payment by Credit Card any amount representing a
deposit or partial payment for goods or services to be delivered in the future unless you have
disclosed such method of sale to NOY A previously in writing. If you accept a Credit Card for
payment or partial payment of goods or services to be delivered in the future without having
disclosed such method of sale to NOY A previously in writing, you will be in breach of the
Agreement and NOVA may immediately terminate the Agreement in addition to any other
remedies available under the Agreement, Laws, and Credit Card Rules.
ii) Acceptance. If you have disclosed such method of sale to NOY A previously in writing, then
you will complete such sales Transactions in accordance with the Agreement, Laws, and
Credit Card Rules. Merchant must execute one Transaction Receipt when processing the
deposit Transaction and a second Transaction Receipt upon processing the balance of the
Transaction. You will note the words "deposit" or "balance" on the applicable Transaction
Receipt, as appropriate. You will not deposit the Transaction Receipt labeled "balance" until
the goods have been delivered to Cardholder or until you have fully performed the services.
e) Future Delivery. You will not present any Transaction Receipt or Credit Transaction Receipt to
Member or NOY A for processing (whether by electronic means or otherwise) that relates to the
sale of goods or services for future delivery unless you have disclosed such method of sale to
NOY A previously in writing. If you have disclosed such method of sale to NOY A previously in
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(City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution
writing, you represent and warrant to Member and NOVA that you will not rely on any proceeds
or credit resulting from such sales Transactions to purchase or furnish goods or services. You will
maintain sufficient working capital to provide for the delivery of goods or services at the agreed
upon future date, independent of any credit or proceeds resulting from Transaction Receipts or
other Credit Transaction Receipts in connection with future delivery sales Transactions.
/) Electronic Commerce.
i) Electronic Commerce. You may process Electronic Commerce sales Transactions only if
the Transactions have been encrypted by a third party vendor acceptable to NOVA and
Member. You understand that sales Transactions processed via Electronic Commerce are
high risk and subject to a higher incidence of Charge backs. You are liable for all
Chargebacks and losses related to Electronic Commerce Transactions, whether or not: (i)
such Transactions have been encrypted; and (ii) you have obtained NOVA's consent to
engage in such Transactions. Encryption is not a guarantee of payment and does not waive
any provision of the TOS or otherwise validate a fraudulent Transaction. NOVA recommends
that you obtain a signed Transaction Receipt or other proof of delivery signed by the
Cardholder for all Electronic Commerce sales Transactions. All communication costs related
to Electronic Commerce Transactions will be your responsibility. You understand that
NOVA will not manage the telecommunications link for Electronic Commerce Transactions
and that it is your responsibility to manage that link.
ii) Requirements. For goods to be shipped on Electronic Commerce sales Transactions, you
may obtain authorization up to seven (7) days prior to the shipment date. You need not obtain
a second authorization if the Transaction Receipt amount is within fifteen percent (15%) of
the authorized amount, provided the additional amount represents shipping costs. Further,
your Web site must contain all of the following information: (a) complete description of the
goods or services offered; (b) returned merchandise and refund policy; (c) customer service
contacts, including electronic mail address andlor telephone number; (d) complete address
(street address, city, state, zip code, and country) of the permanent establishment of the
business; (e) complete address ofthe permanent establishment of the business on either the
checkout screen (which displays the total purchase amount) or within the sequence of Web
pages presented to the Cardholder during the checkout process; (f) Transaction currency
(such as U.S. or Canadian dollars); (g) export or legal restrictions, if known; (h) delivery
policy; (i) customer data privacy policy; and (j) your method of Transaction security. If you
store Cardholder account numbers, expiration dates, or other personal Cardholder data in a
database, you must follow the applicable Payment Network rules on securing such data. You
may not retain or store CVV2/CVC2 data after authorization for record keeping or additional
authorization processing.
25) INTERCHANGE. Interchange qualification requirements, as defined by the Credit Card
Associations, affect the Merchant's fees or surcharges owed for Transactions. Merchant will pay a
higher discount rate, higher fees, and surcharges for Transactions that do not meet the best rate
qualification criteria or have been processed in a manner other than for which the Merchant was
approved.
Section D - Acceptance of American Express, Discover, Diners or JCB
26) ACCEPTANCE OF AMERICAN EXPRESS, DISCOVER, DINERS, AND/OR JCB CARDS. If
NOVA provides authorization and/or data capture services to Merchant for American Express,
Discover, Diners, andlor JCB Transactions, Merchant agrees to the following provisions, in addition
to the Definitions in Section (A) and the General Provisions of Section (B) above.
27) ACCESS. Upon request and fulfillment of the following conditions, NOVA will provide access to
authorization and/or data capture services for American Express, Discover, Diners, andlor JCB
Transactions to Merchants who have been approved by American Express, Discover, Diners, and/or
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(City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution
JCB and who have entered into a separate agreement with American Express, Discover, Diners, or
JCB, respectively; provided, however that neither NOY A nor Member shall be responsible for
funding such Transactions.
28) FORWARDED INFORMATION. NOY A will forward certain information pertaining to Merchant,
including, but not limited to, contact information and DDA numbers, to one or more of such Card
Associations, unless NOY A receives from Merchant written instructions to the contrary.
IN WITNESS WHEREOF, the parties hereto have executed this TOS as of 1...,~ I\,
, 200u .
M"ii1UA~
By. "
Name: How 0. ('oct [Y1a. (' + I' "
PRINT
Title: Tn+e (",,,, C it'l AiQV\Cl.\e..r
NOY A INFORMA nON SYSTEMS, INC.
By: t?,~,~,~~~
Name: ~,I'~bs \t~ n,~~
Title: _ _ (
W ACHOYIA BANK, NA nONAL
ASSOCIA nON
By: (b~f~)~
Name: {'a VL!J,:T ~/e.s
Title: ~1I1 ~ PJ:J" Jt-YL--t
BY:
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(City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution
SCHEDULE A
SCHEDULE OF FEES
III
~~~
W ACHOVIA MERCHANT SERVICES
PAYMENT PROCESSING PROPOSAL
WACHOVIA
NOVA NETWORK
CITY OF DENTON, TX
June 2, 2006
CREDIT CARD
Discount Rate Schedule':
VISA / MASTERCARD CREDIT/DEBIT: ID&A Cost Pass Through. (see Additional Information below)
NOVA processing:
NOVA DCC Rebate to City:'
0.15%
0.75%
Other Transactions Fees:
AmEx, Discover, Diners, JCB Card:3
Voice Auth Fee:
Voice Auth + Operator Assisted:
Voice Auth + Issuer referral:
$0.12 per item
$.50 per item
$.90 per item
$4.00 per item
DEBIT CARD
PIN-based Debit Processing4
$0.65 per item
ELECTRONIC CHECK
ECS Electronic Check Conversion & Processing (POP): (required check Imagerw/Hypercom or
Omnl terminals or vlaWARP software. POP and ARC environments).
ECS Conversion Only:
ECS w/Check Verification:
ECS w/Guarantee:
$0.18 per item
$0.18per item
$0.18 per item + 1.98% (POP), 2.20% (ARC)'
1 Qualified Emerging Market rates. Current Interchange, Dues and Assessments (ID&A) from Visa USA and
MasterCard International will apply. Other qualification levels subject to surcharges pursuant to the current lD&A.
If there is an increase in ID&A, Nova will adjust rates accordingly.
2 Dynamic Currency Conversion rebate to the City on qualifying International issued Visa/MC transactions.
Hypercom T7Plus terminals only initially.
3 Discount rates apply and obtained direct trom card issuer.
4 Requires PIN-pad peripheral equipment certified to Nova PIN encryption
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(City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution
Check maximum:
Monthly Minimum:
Returned Checks':
NSF billing service:
Optional EnQuire TM Image Web Access:
$2,500.00
$25.00 (if applicable)
$3.00 per occurrence
$2.00 per occurrence
$24.95 Monthly per User
OTHER FEES
Other Account Fees:
Monthly Statement fee:
Monthly minimum fee:
Charge back Fee:
$5.00 per MID
$25 if applicable
$12.00 per occurrence
Reportinq:
Basic Online Merchant reporting: $0.00; Free through www.merchantconnect.com
Advanced Reporting Service (ARSTM) by Nova
Monthly Access Fee: $20 per User; Full chain level reporting
Equipment Solution
Hypercom T7Plus terminal/printer combo
Hypercom S9 Pinpad:
$599.00 ea or $24/mos
$175.00 ea or $9/mos
Omni3730LEse terminal/printer combo:
P1000Se Pinpad:
$559.00 ea or $23/mos
$169.00 ea or $8/mos
$899.00 ea or $32/mos3
$169.00 ea or $8/mos
Omni3750 terminal/printer combo:
P1000Se Pinpad:
RDM6000i Check Imager:
$559.00 ea or $23/mos
Software Solution
viaWarp ™ by Nova (10 user License)
Monthly maintenance fee:
$600.00 Purchase
$12.00
viaWarpTM by Nova (150 user License)
Monthly maintenance fee:
$2,999.00 Purchase
$29.00
Magtek Card Reader:
Magtek Check Imager/Card Reader:
VeriFone P900 Printer:
$175.00 ea or $9/mos
$659.00 ea or $26/mos
$329.00 ea or $13/mos
1 NACHA designations, face-to-face (POP) and payer non-present (ARC).
2 Not applicable to Guarantee Service
3 All lease information is a 48-month non-cancelable lease !Tom Laden, Inc.
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(City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution
Internet Processlna
3'. Party I nternet Payment Gateway Trxns
(VeriSign, ICVerify, Authorize.net, Harbor Payments etc):
$0.00; No cost (above rates/fees apply).
Internet payment engine must be certified to one of the following payment networks:
Vital (VisaNet)
Nova
Paymentech
ViaKLlXTM by Nova Website Gateway
ViaKLlX TM Transaction fee:
ViaKLlX ™ one time Setup fee:
$0.05 per item
$0.00
$0.15 per item
$19.99 per month
$0.10 per item
$95.00
Application / Setup Fees
Visa M/C Application & Setup Fee:
$100.00 one-time'
Additional Information
. Current Emerging Market / Public Sector Interchange, Dues and Assessment (ID&A)':
Credit Debit
v 1.52% + $0.05 0.89% + $0.25
V 1.52% + $0.05 0.89% + $0.25
v
v 2.39% + $o.tO 1.84% + $0.20
v 2.79% + $0.10 1.99% + $0.25
V 2.29% + $0.10
v 2.79% + $0.10
V
V M 5 0.09% + $0.75 0.09% + $0.75
v I C 1.84% + $0.10 1.69% + $0.15
MC Emerging Market 0.90% + $0.25
MC M Me Passenger Transport 1.93% + $0.10 1.70% + $0.15
I
MC Service Industries 1.25% + $0.05 1.25% + $0.15
5
MC C World MasterCard Service Industries 1.25% + $0.05
MC Public Sector 1.65% + $0.10
MC World Masteli:cir~ public Sector 1.65% + $0.10
MC NON-QUAL Standard 2.85% + $0.10 2.00% + $0.25
MC Corporate Standard 2.80% + $0.10
MC Corporate Data Rate I 2.75% + $0.10
MC World MasterCard Standard 3.05% + $0.10
MC International Standard 2 2.30% + $0.10
. 24-Hour funds availabilitv for Wachovia banking customers maintaining a business checking
account. Daily processing deposits transmitted to NOVA prior to 12:00AM EST will be credited to
your business checking account the next business day following transmission.
I Initial conversion, all locations included. Additional add-on locations $35.00 ea ongoing.
2 As of June 1,2006.
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(City of Denton, TX) TERMS OF SERVICE dtd 06.06.06 Execution
. www.merchantconnect.com. NOVA'S online interactive Customer Service site provides an
interactive support site to our merchant base for accessing information about your NOVA
accounts inciuding daily updates of your processing statement, free of charqe.
. Analvsis Billinq availabilitv. For our Wachovia business checking clients, we can run your fees
through the Bank Analysis. This offers you the benefit of having the Bank pay the discount fees
directly to NOVA. The Bank will then offset these fees in later debits and credits to your bank
accounts, effectively turning hard merchant costs into soft costs. (Not available in a convenience
fee model).
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(City of Denton, TX) Electronic Check Service Addendum dtd 06.05.06 Execution
Electronic Check Service Addendum
to the Terms of Service
This Electronic Check Service Addendum to the Terms of Service is entered into as of
the Effective Date by and among The City of Denton, Texas, NOVA Information Systems, Inc.
and Wachovia Bank, National Association. Merchant, NOY A and Member may be referred to
collectively herein as the "Parties."
WHEREAS, Merchant, NOY A and Member are parties to that certain Terms of Service
("TOS") dated :::s.v,",L \\, ,2000; and
WHEREAS, pursuant to the TOS, the terms and conditions for the acceptance of any
additional Payment Devices shall be set forth in one or more addenda, which shall incorporate the
TOS by reference; and
WHEREAS, Merchant has requested that NOY A and Member provide to Merchant the
Electronic Check Service;
WHEREAS, the Parties maintain that it is their interest to enter this Addendum
regarding Merchant's utilization of those services.
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual
promises ofthe Parties hereinafter set forth, and intending to be legally bound hereby, the Parties
hereto covenant and agree as follows:
Section A - Definitions
I ) Additional Definitions.
a. ABA: The American Bankers Association.
b. ABA Routing Number: The ABA number that uniquely identifies the bank on
which a check is drawn.
c. Addendum: This Electronic Check Service Addendum and all additions to,
amendments, and modifications of, and all replacements to the Addendum, as
applicable.
d. Certified Guarantor: With respect to Electronic Check Service Transactions, the
participating Drawee Bank or the third party authorizing agent designated by NOY A,
as appropriate, that warrants the face amount of all authorized checks under the
"Conversion with Guarantee" service option provided all warranty requirements are
met.
e. Check ReaderlImager: A device certified by NOY A that electronically captures the
MICR line and reads the image of the check.
f. Drawee Bank: The bank where a customer maintains a checking account on which
the customer authorizes an Electronic Check Service Transaction to pay for a
purchase at the POS Device.
g. Effective Date: The date set forth in the signature block herein.
h. Electronic Check Service: The service by which checks are converted at the POS
Device into electronic transactions.
1. Electronic Check Service Transaction: Any purchase, reversal/void, decline,
Chargeback, and representment/resubmit pursuant to the Electronic Check Service
Rules.
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J. MICR: The magnetic ink character read line encoded on a check that contains
information about the checking account.
k. NACHA Operating Regulations: The rules and regulations established by NACHA.
I. Non-Participating Transaction: An Electronic Check Service Transaction involving
a Drawee Bank that does not participate in the YisaNet point-of-sale check service
settlement system. The transaction is routed to the third party authorizing agent for
authorization according to the service option for the Electronic Check Service
Transaction, and is cleared and settled through ACH.
m. NOVA Electronic Check Service System: NOY A's Electronic Check Service
Transaction processing system for provision of Electronic Check Service
authorization, data capture, and settlement services.
n. Operating Principles and Rules: A set of specifications, guidelines, and principles
defined by Yisa that govern the operation and flow of information for Electronic
Check Service Transactions.
o. Participant; An organization that agrees to comply with the Operating Principles and
Rules, completes comprehensive certification testing with Yisa, participates in one or
more of the service options, and performs functions and activities appropriate to
participating in the service.
p. Participating Transaction: An Electronic Check Service Transaction involving a
Drawee Bank that participates in the YisaNet settlement system. The participating
Electronic Check Service Transaction is routed to the participating Drawee Bank for
authorization, according to the service option for the Electronic Check Service
Transaction, and is cleared and settled through VisaNet.
q. POS Device: A terminal or other point-of-sale device at a Merchant location that
incorporates a Check Reader/Imager and which communicates electronically, directly
or indirectly, with NOY A Electronic Check Service System.
r. Sight Draft: A negotiable financial document that is created from an electronic
image of a check that was accepted and processed as an Electronic Check Service
Transaction. Sight Drafts may be used to resolve administrative returns that result
from processing ineligible checks.
s. VisaNet; The data processing system, networks, and operations used to support and
deliver authorization, clearing, and settlement services for Electronic Check Service
Transactions.
2) Rules of Construction. Capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to such terms in the TOS. Singular terms shall include the plural, and
vice versa, unless the context otherwise requires. The words "hereof," "herein," and
"hereunder," and words of similar import when used in the TOS or this Addendum shall refer
to the TOS or this Addendum as applicable and not to any particular provision of the TOS or
Addendum. The word "day" shall mean "calendar day", unless specifically stated otherwise.
This Addendum incorporates the TOS by reference as if it were fully set forth herein. In the
event of a conflict between the terms of this Addendum and the TOS, the terms of this
Addendum shall prevail.
Section B - Acceptance of Electronic Check Service
3) Electronic Check Service Rules. In the course of its acceptance of Electronic Check
Services, Merchant shall comply with and be bound by the Operating Principles and Rules,
Electronic Check Service Rules, and all NACHA or other ACH rules and regulations, all of
which may be amended from time to time and all of which are incorporated by this reference
as if fully set forth herein.
4) Electronic Check Service Fees. Fees for Electronic Check Service are set forth in the
attached Schedule A, Schedule of Fees.
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5) Electronic Check Services Included Under The Addendum. Merchant shall select an
Electronic Check Service option. In the event Merchant fails to elect an option or the elected
option(s) is not in compliance with the Operating Principles and Rules and the Electronic
Check Service Rules, or is otherwise unavailable, Merchant shall receive ECS Conversion
with Verification as described in below. The following Electronic Check Service options are
available to Merchant:
a. ECS Conversion with Guarantee. The authorization message is routed to the
participating Drawee Bank or a third party authorizing agent to warrant the
Electronic Check Service Transaction. The participating Drawee Bank or third party
authorizing agent issues an "accept" or "decline" decision based on access to the
check writer's DDA and/or third party risk management database. THE CERTIFIED
GUARANTOR BEARS THE RISK OF LOSS IF A CHECK IS RETURNED. The
following criteria must be met with respect to ECS Conversion with Guarantee:
i. The check writer's name must be machine printed on the check.
11. The check must contain a pre-printed serial number.
111. The check must be made out to the Merchant.
1V. The check must include a street address or complete mailing address. A P.O.
Box is not acceptable.
NOVA reserves the right to modify the list of check writer information that is
required to participate in the ECS Conversion with Guarantee service from time to
time. Merchant is required to obtain the following infonnation about the check writer
by entering the infonnation either when prompted by the pas Device or by printing
the infonnation on the face ofthe check and scanning it through a Check
Reader/Imager.
i. Driver's license number (alphanumeric or numeric),
ii. State abbreviation or numeric state code for driver's license state of issuance,
and
iii. Check writer's telephone number, with area code.
NOVA reserves the right to require Merchant to obtain the applicable check writer
infonnation through the Tenninal prompt method only.
If the Merchant fails to obtain the information required under this Section, provides
incorrect information and/or falsifies information, Merchantforfeits the ECS
Conversion with Guarantee protection for the affected Electronic Check Service
Transaction(s). Merchant is liable for returned items and/or Chargebacks that may
result from such failure. If Merchant provides false infonnation in an effort to
defraud the system, Merchant will be subject to tennination of the ECS, this
Addendum, the Agreement, and any other rights and remedies available to NOVA,
including, but not limited to, payment of the face value of the affected items and any
damages, costs, loss, penalties, and/or fees related to such Electronic Check Service
Transactions.
b. ECS Conversion with Verification. The authorization message is routed to the
participating Drawee Bank or a third party authorizing agent for verification of the
probability that the Electronic Check Service Transaction will be paid, based on
infonnation available at the time of the request. The participating Drawee Bank or
third party authorizing agent issues an "accept" or "decline" decision based on access
to the DDA of the check writer and/or third party risk management database. THE
MERCHANT RETAINS THE RISK OF LOSS IF A CHECK IS RETURNED.
c. ECS Verification with Collections. The authorization message is routed to the
participating Drawee Bank or a third party authorizing agent for verification of the
probability that the Electronic Check Service Transaction will be paid, based on
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information available at the time of the request. The authorizing agent makes an
accept or decline decision based on access to the DDA and/or third party risk
management database. THE MERCHANT RETAINS THE RISK OF LOSS IF A
CHECK IS RETURNED. Merchant must enter a separate contract with the
designated collection agent. Upon return of the first resubmitted item(s), NOVA will
place such item(s) with the designated collection agent.
6) Ineligible Items. Merchant shall not submit the following items in connection with the
Electronic Check Service:
a. Checks drawn on invalid or fraudulent ABA Routing Numbers,
b. Checks that do not contain a pre-printed serial number,
c. Checks that have been previously negotiated,
d. Checks that have been previously voided in connection with another Electronic
Check Service Transaction or with another program pursuant to NACHA check
conversion rules,
e. Checks drawn on non-participants in the service who also do not participate in the
ACH,
f. Checks not linked to an ABA DDA,
g. Corporate checks,
h. Federal Reserve checks,
i. Federal Home Loan Bank checks,
j. Government checks (including checks drawn on a state or local government),
k. Third party checks,
l. U.S. Treasury checks,
m. Obligations of a financial institution (such as convenience checks, traveler's checks,
cashiers checks, official checks, and money orders),
n. Checks payable in a medium other than U.S. currency, and gift certificates.
In the event Merchant processes any of the above referenced items for any reason, such
items are subject to Chargeback. Further, Merchant may be liable for the face value ofthe
check and any actual damages related to or arising out of processing such excluded items.
7) Use And Availability OCPos Devices And Check ReaderlImager. Merchant shall cause a
pas Device and Check Reader/Imager to be readily available for the use of all Electronic
Check Service customers at all of Merchant's business locations where Electronic Check
Services are accepted. Merchant shall take all reasonable steps to ensure that all pas Devices
and Check Readers/Imagers operated at Merchant's business locations function with minimal
error, in a reliable manner, and in accordance with the standards established from time to time
by NaY A and the Electronic Check Service Associations.
a. Merchant will insert the customer's check through the pas Device and Check
Reader/Imager and enter certain additional information about the Electronic Check
Service Transaction at the terminal keypad. The Merchant shall hand stamp the
customer's check with a NaY A-supplied stamp with a legend voiding the check or
utilize approved equipment to machine frank/void customer's check. The Merchant
will print a Transaction Receipt containing specific information about the Electronic
Check Service Transaction and an authorization approving the origination of the
electronic funds transfer payment to the Merchant. Merchant will ask the Customer to
sign the receipt or authorization, and provide the Customer with a copy of the signed
receipt with authorization along with the voided check.
b. The signature and physical description of the check writer must reasonably
correspond to any signature and description contained in identification presented by
the check writer. The signature on the Electronic Check Service receipt must not be
substantially different from the name imprinted on the paper check to which the
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Electronic Check Service Transaction relates,
c, Merchant represents and warrants with respect to all Electronic Check Service
Transactions accepted and processed by NOVA under this Agreement that:
L The check writer has authorized the debiting of their account and that the
Electronic Check Service debit entry is, in all respects, properly authorized
and in an amount agreed to by the check writer, and
iL The business transaction represents an obligation of the person who is
tendering the Electronic Check Service Transaction and the Electronic Check
Service Transaction is for merchandise actually sold or rented, or services
actually rendered for the actual price of such merchandise or services
(including tax) and does not involve any element of credit for any other
purpose, The electronic funds transfer to the Merchant will be processed and
settled either through VisaNet, if the Drawee Bank participates in the
Electronic Check Service, or the ACH system, if the Drawee Bank does not
participate in the Electronic Check Service, It shall be in Visa's sole
discretion whether to process and settle an electronic funds transfer through
VisaNet or the ACH. Electronic Check Service Transactions processed and
settled through VisaNet will, with respect to such processing and settlement,
be subject to the Operating Principles and Rules, other applicable Visa rules
and regulations, and the Electronic Check Service Rules, Electronic Check
Service Transactions processed and settled through the ACH system will,
with respect to such processing and settlement, be subject to the NACHA
Operating Regulations, other Laws applicable to ACH transactions, and the
Electronic Check Service Rules,
d, Merchant must take all reasonable steps to ensure that all POS Devices and Check
Readers/Imagers operated at the Merchant's premises:
L Shall be available for use by all checking account customers who write
checks at the point-of-sale,
iL Shall not:
1, Route Electronic Check Service Transactions to checkout lanes other
than those where paper checks are normally processed,
2, Segregate Electronic Check Service Transactions to specific
checkout lanes by Drawee Bank,
III, Shall function with minimal error in a reliable manner,
8) Electronic Check Service Transactions, Subject to the restrictions provided herein,
Merchant shall support all Electronic Check Service Transactions applicable to Merchant
Merchant may not establish a limited or selected acceptance policy for Electronic Check
Service Transactions other than as provided herein or in the Payment Network Regulations,
9) Transaction Receipt Reqnirements, At the time of any Electronic Check Service
Transaction, Merchant shall make available to each Electronic Check Service customer a
Transaction Receipt containing, at a minimum, the following information:
a, Merchant name and address,
b, Transaction amount,
c, Transit routing number of customer's financial institution,
d, DDA number (truncated to reflect the last four digits of the DDA number),
e, Check serial number,
f Merchant identification number (or other unique number that identifies the location
from which the Electronic Check Service Transaction originated),
g, Location ofPOS Device (city, state),
h, Transaction ID (the reference number assigned by Visa to the Electronic Check
Service Transaction),
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l. Transaction date
j. Contact information,
k. Trace number or authorization number,
1. Disclosure to the consumer that their check will be converted to an Electronic Check
Transaction,
m. Signature line, and
n. Such other information as may be required from time to time.
o. Additionally, Merchant must obtain the check writer's signature on the Transaction
Receipt and retain it for at least two (2) years in accordance with Federal Reserve
Board Regulation E rules.
10) Additional Transaction Requirements.
a. Electronic Check Transactions must be face-to-face with the check writer and the
check writer must sign the Transaction Receipt. Telephone, electronic (online), mail,
lock box, Internet, pre-authorized, or other like transactions are expressly prohibited.
b. Merchant may submit only real-time transactions for authorization at the POS
Device.
c. Merchant may not use the Electronic Check Service for merchandise returns, as the
Electronic Check Service does not support this function. Merchandise returns must
be handled outside the Electronic Check Service by direct negotiation between the
Merchant and the check writer.
11) VoidslReversals.
a. An Electronic Check Service Transaction may be voided electronically. Merchant
must initiate a void through the same POS Device through which the original
Electronic Check Service Transaction was initiated and within ten (10) minutes ofthe
original Electronic Check Service Transaction.
b. In the event that a check is incorrectly entered into the Electronic Check Service and
the Merchant is not able to void the check consistent with the provisions set forth
above, the Merchant shall not, under any circumstance, use the Electronic Check
Service to reverse the Electronic Check Service Transaction, void the Electronic
Check Service Transaction, or issue a credit to the consumer. Merchant must follow
their existing "return merchandise" process for cash or paper check transactions to
correct the error.
12) Adjustment. An Electronic Check Service Transaction may be adjusted ifan error is
discovered during Merchant's end-of-day balancing only by means of a written request from
Merchant to NOVA as provided in the Electronic Check Service Rules. The request for
adjustment must reference a settled Electronic Check Service Transaction, which is partially
or completely erroneous. The adjustment must be completed within forty-five (45) days after
the date ofthe original Electronic Check Service Transaction.
13) Chargebacks. Representments. And Dispute Resolution. NOVA or its designated agent
may charge back to Merchant the face amount of any check sale plus any fines or penalties.
Merchant agrees to immediately pay to NOVA or its agent (by means of debit or set-off
initiated by NOVA or its agent, submission of payment by Merchant, or otherwise, at the sole
option of NO V A) for any item charged back to Merchant. ."
a. The Operating Principles and Rules govern the dispute process for Electronic Check
Service Transactions originally submitted and settled through VisaNet. A
participating Drawee Bank may charge back an original Electronic Check Service
Transaction or an adjustment Electronic Check Service Transaction for the reasons
listed below. Chargebacks are allowed only for the exact amount of the original
Electronic Check Service Transaction or an adjusted Electronic Check Service
Transaction.
i. Fraudulent Transaction. Signature obtained on Transaction Receipt: Drawee
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Bank has the right to charge back a fraudulent "ECS Conversion with
Verification" Electronic Check Service Transaction where the customer
authorizing the Electronic Check Service Transaction signed the Transaction
Receipt at the POS Device. (This is not valid for the ECS Conversion with
Guarantee service.)
ii. Fraudulent Transaction. Signature not obtained on Transaction Receipt:
Drawee Bank has the right to charge back a fraudulent Electronic Check
Service Transaction where the customer did not sign the Transaction Receipt
at the POS Device. (This is valid for the ECS Conversion with Verification
and the ECS Conversion with Guarantee service.)
iii. Duplicate Transaction. Drawee Bank may charge back an Electronic Check
Service Transaction that is a duplicate of a transaction that was previously
processed.
IV. Processing Error. Drawee Bank has the right to charge back an Electronic
Check Service Transaction when such Drawee Bank receives written notice
of a processing error from the customer and has suitable evidence that a
processing error occurred.
v. Requested Copy Not Received. Drawee Bank has the right to charge back an
original Electronic Check Service Transaction if the Drawee Bank does not
receive requested documents within the allowed time limit (ten [10] business
days from receipt of request for copy).
vi. Non-Sufficient Funds (NSF). Drawee Bank has the right to charge back an
original Electronic Check Service Transaction ifthe Drawee Bank is not able
to post the Electronic Check Service Transaction because of a "closed" or
"non-sufficient funds" account. (This does not apply to the ECS Conversion
with Guarantee service.)
b. Representments. The Operating Principles and Rules also govern the Charge back
representrnent process for Electronic Check Service Transactions that were originally
submitted and settled through VisaNet. NOVA may represent to the Drawee Bank
any item charged back for the following reasons:
i. Required documentation supporting the Chargeback was not received within
the prescribed time.
ii. Adjustment was previously issued for the original Electronic Check Service
Transaction upon which the Charge back was based.
Ill. Original Electronic Check Service Transaction was improperly charged back.
IV. Representments were not initiated within the timeframe specified for the
Charge back.
c. In the event that Merchant does not participate in the ECS Conversion with
Guarantee service or individual Electronic Check Service Transactions were not
authorized by a Certified Guarantor, Merchant is responsible for all items returned by
the Drawee Bank through ACH and charged back to the Merchant.
i. Merchant does not have recourse to electronically collect funds from
Electronic Check Service Transactions processed througliACH that are
ultimately returned to the Merchant.
Il. NOVA will provide Merchant with supporting documentation that may assist
the Merchant in locating the original Transaction Receipt.
Ill. The original Transaction Receipt or an electronic image of the check may be
used by Merchant to identifY the original consumer depending on the
information that appears on the check. Merchant may also record additional
information on the check (prior to imaging) or the Transaction Receipt at the
time of the original sales Electronic Check Service Transaction. This
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information may include, but is not limited to, name, phone number, and
driver's license number.
iv. If Merchant fails to collect adequate information at the POS Device that
identifies the customer responsible for the returned check, Merchant is
financially responsible for the returned item.
v. If Merchant inadvertently accepts an ineligible check as defined herein and if
the check is authorized by the check service, the check, at the Drawee's
option, may be returned as unpaid to NOVA. NOVA will attempt to collect
the funds by processing a bank Sight Draft of the original check. However, if
the Sight Draft is unsuccessful and returned unpaid, the ineligible check will
be charged back to Merchant.
d. In the event that Merchant selects the ECS Conversion with Guarantee service
option,
i. Merchant will not receive returned items for the following reasons:
1. Non-sufficient funds (NSF),
2. Closed account, or
3. Uncollected funds.
ii. NOVA may charge back returned checks that were originally approved under
the ECS Conversion with Guarantee service under the following conditions:
I. Merchant is in a position of unjust enrichment,
2. A request for copy of a legible Transaction Receipt is not provided to
NOVA by Merchant within ten (10) business days from the date of
the original request for copy,
3. The Transaction Receipt does not include the check writer's
signature,
4. The image of the original check does not include the check writer's
name and complete mailing address,
5. The original Electronic Check Service Transaction was
inappropriately processed multiple times or caused by a processing
error,
6. The original Electronic Check Service Transaction was approved
through fraudulent means, or
7. The original Electronic Check Service Transaction was illegal or
transacted in support of illegal activity.
e. In response to a returned item or a disputed Electronic Check Service Transaction,
NOVA (or its designated agent) may request a copy ofthe original Transaction
Receipt. Merchant must return a legible copy of the Transaction Receipt within ten
(10) business days of the request or sooner upon NOVA's request. Merchant's failure
to provide a legible copy of the original Transaction Receipt may result in charge
back of the item to the Merchant.
f. In the event that Merchant provides false, erroneous, or fraudulent data, or otherwise
engages in fraudulent activities regarding the Electronic Check Services, including
the ECS Conversion with Guarantee services, Merchant forfeits protection offered by
ECS Conversion with Guarantee if check authorization is achieved by providing false
and/or fraudulent data or engaging in fraudulent activities. NOVA reserves the right
to return warranted items under these conditions.
g. NACHA regulations govern the return item process for Electronic Check Service
Transactions originally submitted and settled through ACH.
14) Confidentiality.
a. Merchant will not disclose to third parties or non-member processors any information
related to Electronic Check Service Transactions including, but not limited to, check
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(City of Denton, TX) Electronic Check Service Addendum dtd 06.05.06 Execution
writer DDA information, driver's license number, telephone number, or Social
Security Number except under the following conditions:
i. To Merchant's agents or another Electronic Check Service participant for the
purpose of assisting the Merchant in completing the Electronic Check
Service Transaction.
II. To comply with Electronic Check Service error resolution procedures.
Ill. As needed to pursue collection activity, or
iv. As specifically required by the Laws.
b. Merchant does not have the right to use Electronic Check Service data for any
purpose other than to support the Electronic Check Service itself.
c. Merchant must treat all Electronic Check Service documents, including, but not
limited to, the Electronic Check Service Rules, Operating Principles and Rules,
Electronic Check Service User's Guide, and Electronic Check Service collateral
material as confidential and proprietary information and protect it with the same
degree of care as it would protect its own confidential and proprietary information.
Such documents shall be disclosed only to employees of the Merchant with a specific
need to know, and shall be disclosed only to the extent required to conform with this
Addendum.
15) Except as supplemented herein, the TOS remains unaltered and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum, as of
:i..c..'" , 20th.
ME~ E
By: '7fIfj-d
N=o, I-\OwQN~ (Y'u +'^
PRINT.
Title: --r r\ +e r ; oM 0..: 1- y m~lV\o.. )er
NOVA INFORMATI:CMS, IN&.-
By:<::.......~
N'mo, -r,...~ \:II\\';'-
PR
Title: ~"i;>
W ACHOVIA BANK,
NATIONAL ASSOCIATION
By: tCUflf 1h7du~
Name: tuUJ:&w//.~
Title: -Vlu ~t.l.l JLM:;(
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SCHEDULE A
SCHEDULE OF FEES
III
~~~.
W ACHOVIA MERCHANT
SERVICES
PAYMENT PROCESSING PROPOSAL
WACHOVIA
NOVA NETWORK
CITY OF DENTON, TX
June 2, 2006
CREDIT CARD
Discount Rate Schedule':
VISA / MASTERCARD CREDIT/DEBIT: ID&A Cost Pass Through. (see Additional Information
below)
NOVA processing:
NOVA DCC Rebate to City:'
0.15%
0.75%
Other Transactions Fees:
AmEx, Discover, Diners, JCB Card:'
Voice Auth Fee:
Voice Auth + Operator Assisted:
Voice Auth + Issuer referral:
$0.12 per item
$.50 per item
$.90 per item
$4.00 per item
DEBIT CARD
PIN-based Debit Processing4
$0.65 per item
ELECTRONIC CHECK
ECS Electronic Check Conversion & Processina (POP): (required check Imager
w/Hypercom or Omni terminals or viaWARP software. POP and ARC environments).
ECS Conversion Only:
ECS w/Check Verification:
ECS w/Guarantee:
$0.18 per item
$0.18per item
$0.18 per item + 1.98% (POP), 2.20% (ARC)5
I Qualified Emerging Market rates. Current Interchange, Dues and Assessments (ID&A) from Visa USA
and MasterCard International will apply. Other qualification levels subject to surcharges pursuant to the
current ID&A. Ifthere is an increase in ID&A, Nova will adjust rates accordingly.
2 Dynamic Currency Conversion rebate to the City on qualifYing International issued Visa/MC transactions.
Hypercom T7Plus terminals only initially.
3 Discount rates apply and obtained direct from card issuer.
4 Requires PIN-pad peripheral equipment certified to Nova PIN encryption
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Check maximum:
Monthly Minimum:
Returned Checks.:
NSF billing service:
Optional EnQuire TM Image Web Access:
$2,500.00
$25.00 (if applicable)
$3.00 per occurrence
$2.00 per occurrence
$24.95 Monthly per User
OTHER FEES
Other Account Fees:
Monthly Statement fee:
Monthly minimum fee:
Chargeback Fee:
$5.00 per MID
$25 if applicable
$12.00 per occurrence
Reporting:
Basic Online Merchant reporting: $0.00; Free through www.merchantconnect.com
Advanced Reporting Service (ARSTM) by Nova
Monthly Access Fee: $20 per User; Full chain level reporting
Equioment Solution
Hypercom T7Plus terminal/printer combo
Hypercom S9 Pinpad:
$599.00 ea or $24/mos
$175.00 ea or $9/mos
Omni3730LEse terminal/printer combo:
P1000Se Pinpad:
$559.00 ea or $23/mos
$169.00 ea or $8/mos
$899.00 ea or $32/mos7
$169.00 ea or $8/mos
Omni3750 terminal/printer combo:
P1000Se Pinpad:
RDM6000i Check Imager:
$559.00 ea or $23/mos
Software Solution
viaWarp TM by Nova (10 user License)
Monthly maintenance fee:
$600.00 Purchase
$12.00
viaWarpTM by Nova (150 user License)
Monthly maintenance fee:
$2,999.00 Purchase
$29.00
Magtek Card Reader:
Magtek Check Imager/Card Reader:
VeriFone P900 Printer:
$175.00 ea or $9/mos
$659.00 ea or $26/mos
$329.00 ea or $13/mos
5 NACHA designations, face-to-face (POP) and payer non-present (ARC).
6 Not applicable to Guarantee Service
7 All lease information is a 48-month non-cancelable lease from Ladco, Inc.
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Internet ProcesslnCl
3'. Party Internet Payment Gateway Trxns
(VeriSign, ICVerify, Authorize.net, Harbor Payments etc):
rates/fees apply).
$0.00; No cost (above
Internet payment engine must be certified to one of the following payment networks:
Vital (VisaNet)
Nova
Paymentech
ViaKLlXTM by Nova Website Gateway
ViaKLlXTM Transaction fee:
ViaKLlXTM one time Setup fee:
$0.05 per item
$0.00
$0.15 per item
$19.99 per month
$0.10 per item
$95.00
Application / Setup Fees
Visa M/C Application & Setup Fee:
$100.00 one-time"
Additional Information
. Current Emerging Market / Public Sector Interchange, Dues and Assessment (ID&A)9:
Credit Debit
v 1.52% + $0.05 0.89% + $0.25
V 1.52% + $0.05 0.89% + $0.25
V EM
V MK 2.39% + $0.10 1.84% + $0.20
V RT 2.79% + $0.10 1.99% + $0.25
G
V 2.29% + $0.10
V 2.79% + $0.10
V
V M 5 0.09% + $0.75 0.09% + $0.75
V 1 C 1.84% + $0.10 1.69% + $0.15
MC Emerging Market 0.90% + $0.25
MC M Me Passenger Transport 1.93% + $0.10 1.70% + $0.15
1
MC 5 Service Industries 1.25% + $0.05 1.25% + $0.15
MC C World MasterCard Service Industries 1.25% + $0.05
MC Public Sector 1.65% + $0.10
MC \yorld M~~~r:Card Publi~ Sector 1.65% + $0.10
MC NON-QUAL Standard 2.85% + $0.10 .2,00% + $0.25
MC Corporate Standard 2.80% + $0.10
MC Corporate Data Rate I 2.75% + $0.10
MC World MasterCard Standard 3.05% + $0.10
MC International Standard 2 2.30% + $0.10
" Initial conversion, all locations included. Additional add-on locations $35.00 ea ongoing.
9 As of June 1,2006.
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. 24-Hour funds availability for Wachovia banking customers maintaining a business
checking account. Daily processing deposits transmitted to NOVA prior to 12:00AM EST
will be credited to your business checking account the next business day following
transmission.
. www.merchantconnect.com~ NOVA'S online interactive Customer Service site provides
an interactive support site to our merchant base for accessing information about your
NOVA accounts including daily updates of your processing statement, free of charqe.
. Analysis Billinq availability. For our Wachovia business checking clients, we can run your
fees through the Bank Analysis. This offers you the benefit of having the Bank pay the
discount fees directly to NOVA. The Bank will then offset these fees in later debits and
credits to your bank accounts, effectively turning hard merchant costs into soft costs. (Not
available in a convenience fee model).
13of13
"
BILLING HARBOR SERVICE AGREEMENT
This Billing Harbor Service Agreement (the "Agreement") is entered into on 10M 11.,2006, by and
between Harbor Payments Corporation, a Georgia corporation with offices at 1900 Emery Street,
NW, Suite 200, Atlanta, GA 30318 ("Provider") and City of Denton, Texas ("Client"), a City
Government with offices at 215 E. McKinney Street, Denton, TX 76201.
1. Scope of the Agreement
Provider shall provide electronic bill payment services ("EBPP", the "Billing Harbor
Services" or "Service(s)") to Client at the rates, terms and conditions set forth in the
attached Exhibits, and as further set forth below. All rates are quoted in U.S. currency.
2. Invoice
To the extent that there are any Services for which Client is obligated to pay Provider,
Client agrees to pay Provider for all Services within thirty (30) days after Client's receipt
of an invoice for such Services. If Provider does not receive payment within thirty (30)
days of Client's receipt of an invoice, the delinquent balance shall bear interest at the rate
of one and one-half percent (1 Y2%) per month. Nothing herein shall be construed to
constitute a waiver of Provider's right to declare a default by Client under this Agreement
on account of such delinquency, to terminate this Agreement and to exercise any other
rights under this Agreement or at law or in equity.
3. Taxes
Client is responsible to pay any foreign, federal, state, county and local taxes and fees
applicable to transactions under this contract and invoiced to Client by Provider. Client
shall be responsible for the collection of all applicable end-user taxes and fees and the
remittance of such taxes and fees to the relevant governmental authority.
4. Term and Termination
A. Term of Agreement
This Agreement shall begin on the date of execution by Client and extend for an initial
term of two (2) years (the "Initial Term"). After expiration of the Initial Term, this
Agreement will automatically be extended for successive one (1) year terms ("Renewal
Term"), pursuant to the terms and conditions then in effect, unless terminated in writing
at least thirty (30) days prior to the end of the Initial Term or any Renewal Term, "Term"
shall mean the Initial Term or any Renewal Term.
B. Termination
A. Proprietary Information: Upon termination of this Agreement, and at the request of
the other party, for any reason, each party shall return all Proprietary Information of
the other party and certify that such Proprietary Information has been returned in its
entirety, excluding such data or documents Provider is required to retain as evidence
of properly authorized and executed transactions under the Operating Rules of the
National Automated Clearing House Association, VISA USA or any other applicable
governing body for payment types accepted at Client's billing website. In the event
that Provider is required to retain any such Proprietary Information, Provider shall,
upon Client's request, provide Client with a list of all Proprietary Information it will
be retaining.
B. Returns: For a period of twelve (12) months after Provider ceases to provide EBPP
to Client or the maximum timefraJne for chargebacks and returns as permitted under
I
the Operating Rules of the National Automated Clearing House Association, VISA
USA or any other applicable body governing payment systems accepted at the billing
website, Client will be invoiced for returns and any fees directly associated with
returns. Based on return volume history from the previous twelve (12) months
Provider may require a minimum available balance in the commercial demand
deposit account accessible to Provider. This provision will survive the Agreement
C. Termination by Either Party
Either party may terminate this Agreement by written notice to the other party:
A. If the other party becomes insolvent, or voluntary or involuntary proceedings are
instituted by or against such other party under any federal, state or other bankruptcy
or insolvency laws, rules or regulations.
B. If the other party fails to perform any other material provision of this Agreement,
including Client's failure to pay invoices when due, and does not cure such failure
within a period of thirty (30) days after receipt of notice from the other party
reasonably specifying such failure and stating such party's intention to terminate this
Agreement if such failure is not cured.
D. Transition Assistance:
Upon expiration, early termination or notice thereof, of this Agreement by either party, and
provided that Client has paid Provider any and all fees and expenses due hereunder as of the date
of termination or expiration, Provider, at Client's request, shall provide Client reasonable
transition assistance. This assistance may also require Client to purchase licenses for external
providers' software or services.
5. Adjustments
Requests for billing adjustments must be made within one hundred eighty (180) days of
Client's receipt of the invoice, provided that if Provider intentionally or fraudulently
makes a billing error in an invoice, the time within which Client must make a request for
a billing adjustment shall be subject to. the applicable statute of limitations. Any amounts
that are determined to be in error will be credited against the next month's invoice. Such
request for adjustment shall not be cause for delay in payment of the balance due.
6. Chargebacks, Fees and Transaction Limitations
Client agrees to provide a deposit, letter of credit or other security in the event that
Provider determines in its sole discretion that Client's transactions are subject to
excessive returns or chargebacks. Provider may in its sole discretion, by written notice to
Client, place a maximum dollar limit on Client's transactions or require Client to provide
reasonable security for Provider's handling of such transactions. In the event that Client
determines that Provider's requirement of security is unreasonable, Client shall so notify
Provider in writing and the parties shall negotiate in good faith to resolve their dispute. If
the parties are unable to resolve their dispute, either party may terminate this Agreement
without penalty upon written notice to the other party.
7. Billing Data Loading Service
Client is solely responsible for storing billing data for permanent retention and/or any
other storage needs. Provider is not responsible for the loss or destruction of any such
data.
8. LIMITATION OF L1ABILlTYIDIScLAIMER OF CERTAIN
DAMAGES/INDEMNIFICATION
PROVIDER SHALL NOT BE LIABLE TO CLIENT IN ANY EVENTFOR (I)
ANY LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, SAVINGS OR
GOODWILL, AND (II) ANY INDIRECT, EXEMPLARY, CONSEQUENTIAL,
SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES AND EXPENSES OF ANY
TYPE OR NATURE ARISING IN CONNECTION WITH THIS AGREEMENT,
UNDER ANY THEORY OF TORT, CONTRACT, INDEMNITY, WARRANTY,
STRICT LIABILITY OR NEGLIGENCE, EVEN IF THE PARTY KNEW OR
SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT SHALL PROVIDER INCUR ANY LIABILITY TO CLIENT OR ANY
CONSUMER, FOR ANY OMISSION OR INACCURACY IN THE
INFORMATION PROVIDED BY CLIENT OR ANY CONSUMER. CLIENT'S
EXCLUSIVE REMEDY AGAINST PROVIDER SHALL BE LIMITED TO THE
REPROCESSING OF BILLING, BILLING-RELATED RECORDS, OR OTHER
ELECTRONICALLY PRESENTED DOCUMENTS. NOTHING IN THIS
SECTION SHALL LIMIT PROVIDER'S LIABILITY: A) IN TORT FOR ITS
WILLFUL OR INTENTIONAL MISCONDUCT; OR B) FOR BODILY INJURY
OR DEATH PROXIMATELY CAUSED BY PROVIDER'S NEGLIGENCE; OR
C) LOSS OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL
PROPERTY PROXIMATELY CAUSED BY PROVIDER'S NEGLIGENCE.
Provider shall indemnify, defend and hold Client and its affiliates harmless from any
claim, suit or proceeding brought against Client and/or its affiliates so far as it is based on
a claim that any of the Services infringes a US patent or copyright or other proprietary
interest, and Provider shall pay all damages and costs (including reasonable attorney's
fees) awarded against Client based on such claim; provided. Client promptly notifies
Provider in writing of the claim and gives Provider sole authority, information and
assistance (at Provider's expense) for the defense or settlement of such claim. Client may
participate in the defense of such claim at its expense. Client shall refrain from making
admissions as to liability or compromising or agreeing to any settlement of any claim
against Client without the prior written consent of Provider. If such claim has occurred,
or in Provider's opinion is likely to occur, Client agrees to permit Provider, at Provider's
option and expense, and in addition to Provider's indemnification obligation, either to (i)
procure for Client the right to continue using the Services, or (ii) replace or modify same
so that it becomes non-infringing. The foregoing states the entire obligation of
Provider with respect to infringement of patents, copyrights, or other proprietary
rights, including any other liability whatsoever for incidental or conseqnential
damages. The limitation of liability in this Agreement shall not apply to Provider's
indemnification obligation.
Client shall indemnify, defend and hold Provider and its affiliates harmless from any
claim, suit or proceeding brought against Provider and/or its affiliates so far as it is based
on a claim that any of Client's services infringes a US patent or copyright or other
proprietary interest, and Client shall 'pay all damages and costs (including reasonable
attorney's fees) awarded against Provider based on such claim; provided. Provider
promptly notifies Client in writing of the claim and gives Client sole authority,
information and assistance (at Client's expense) for the defense or settlement of such
claim. Provider may participate in the defense of such claim at its expense. Provider
shall refrain from making admissions as to liability or compromising or agreeing to any
settlement of any claim against Provider without the prior written consent of Client. If
such claim has occurred, or in Clie~t's opinion is likely to occur, Provider agrees to
permit Client, at Client's option and expense, and in addition to Client's indemnification
obligation, either to (i) procure for Provider the right to continue using Client's services,
or (ii) replace or modify same so that it becomes non-infringing. The foregoing states
the entire obligation of Client with respect to infringement of patents, copyrights, or
other proprietary rights, including any other liability whatsoever for incidental or
consequential damages. The limitation of liability in this Agreement shall not apply
to Client's indemnification obligation.
9. Legal Compliance
This Agreement is made expressly subject to all present and future valid orders and
regulations of any regulatory body having jurisdiction over the subject matter hereof and
to the laws of the United States of America, any of its states, or any foreign governmental
agency having jurisdiction including without limitation, the rules of any applicable
national or regional Automated Clearinghouse Association. In the event this Agreement,
or any of its provisions, shall be found contrary to or in conflict with any such order, rule,
regulation or law, this Agreement shall be deemed modified to the extent necessary to
comply with any such order, rule, regulation or law and shall be modified in such a way
as is consistent with the form, intent and purpose of this Agreement. Client will
cooperate with Provider in establishing and maintaining error resolution procedures in
order to ensure compliance with any and all applicable orders, rules, regulations or laws.
10. No Agency
Neither party is authorized to act as an agent for, or legal representative of, the other
party and neither party shall have the authority to assume or create any obligation on
behalf of, in the name of, or binding upon the other party.
11. Force Majeure
The parties' obligations under this Agreement are subject to, and neither party shall be
liable for, delays, failures to perform, damages, losses or destruction, or malfunction of
any equipment or any consequence thereof caused or occasioned by, or due to fire, flood,
water, the elements, labor disputes or shortages, utility curtailments, power failures,
explosions, civil disturbances, governmental actions, regulatory changes, shortages of
equipment for supplies, unavailability of transportation, acts or omissions of third parties
not under a party's control, or any other cause beyond the party's reasonable control.
Client shall not represent that Provider is responsible for the type or quality of Client's
services to its Consumers.
12. No Waiver
The failure of either party to enforce or insist upon compliance with any of the provisions
of this Agreement or the waiver thereof, in any instance, shall not be construed as a
general waiver or relinquishment of any other provision of this Agreement.
13. Assignment
This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, successors and assigns. Neither party may voluntarily or by
operation of law assign, transfer, license, or otherwise transfer all or any part of its right,
duties or other interests in this Agreement or the proceeds thereof (collectively,'
"Assignment"), without the other party's prior written consent, which consent shall not
be unreasonably withheld or delayed, provided that Provider may transfer, assign, or
dispose of its rights or obligations under this Agreement without Client's consent to a
parent, affiliate, or subsidiary or to any successor as a result of any merger, consolidation,
or other corporate reorganization of such party or any sale of all or substantially all of the
stock or assets of such party. Any attempt to make an Assignment in violation of this
provision shall be null and void.
14. Amendment
This Agreement may not be amended except by an instrument in writing, executed by the
parties. No modification or amendment hereto shall be affected by the acknowledgement
or acceptance by either party of any purchaser order, sales acknowledgment or other
similar form from the other party.
15. Entire Agreement
This Agreement (including its exhibits) supersedes and merges all prior agreements,
promises, understandings, statements, representations, warranties, indemnities and
covenants and all inducements to the making of this Agreement relied upon by either
party herein, whether written or oral, and embodies the parties' complete and entire
agreement with respect to the subject matter hereof. No statement or agreement, oral or
written, made before the execution of this Agreement shall vary or modify the written
terms hereof in any way whatsoever.
16. Third Party Beneficiaries
Except as expressly provided herein, nothing in this Agreement is intended to confer any
rights/remedies under or by reason of this Agreement on any third party.
17. Severability
If any term or provision of this Agreement is determined to be illegal, unenforceable, or
invalid in whole or in part for any reason, such illegal, unenforceable, or invalid
provisions or partes) thereof shall be stricken from this Agreement and such provision
shall not affect the legality, enforceability, or validity of the remainder of this Agreement.
If any provision or part thereof of this Agreement is stricken in accordance with the
provisions of this section, then the stricken provision shall be replaced, to the extent
possible, with a legal, enforceable, and valid provision that is as similar in tenor to the
stricken provision as is legally possible.
i
18. Representation of Authority
Each party represents and warrants to the other that the execution and delivery of this
Agreement and the performance of such party's obligations hereunder have been duly
authorized and that the Agreement is a valid and legal agreement binding on such parties
and enforceable in accordance with its terms.
19. Governing Law, Venue and Attorneys' Fees
This Agreement shall be in all respects governed by and construed and enforced in
accordance with the laws of the State of Texas, including all matters of construction,
validity and performance. Any action to enforce or interpret the terms of this Agreement
shall be instituted and maintained in the state courts of Denton County, Texas. In any
action or proceeding arising out of this. Agreement, the party prevailing in such action
shall be entitled to recover its reasonable attorneys' fees and costs.
20. Counterparts
This Agreement may be executed in several counterparts, each of which shall constitute
an original, but all of which shall constitute one and the same instrument.
21. Notices
All notices, demands, requests and other communications required or permitted
hereunder shall be in writing and shall be deemed to be delivered when actually received,
or, if earlier and regardless of whether actually received on the day following the date of
mailing, first class mail, duly addressed and with proper postage to the last known place
of business of either party, or via fax to the fax nos. set forth below.
To: Harbor Payments Corporation:
1900 Emery Street, NW
2nd Floor
Atlanta, GA 30318
Attn: General Counsel
Fax No. 404-267-5200
To: City Manager
City of Denton, Texas
City Hall
215 E. McKinney
Denton, Texas 7620 I
Fax No. 940-349-8596
22. Confidential Information
As used herein, "Confidential Information" shall mean (a) proprietary information, (b)
information marked or designated as confidential, (c) information otherwise disclosed in
a manner consistent with its confidential nature, (d) information of one party, whether or
not in written form and whether or not designated as confidential, that is known or should
reasonably be known by the other party as being treated as confidential, and (e)
information submitted by one party to the second party where the second party knows or
reasonably should know that the first party is obligated to keep the information
confidential. Confidential Information includes, without limitation, any "nonpublic
personal information" as defined in Regulation P of the Federal Reserve Board. The
parties hereto expressly recognize and acknowledge that, as a result of the provision of
the services pursuant to this Agreement, Confidential Information which may be
proprietary to each party must or may be disclosed to the other. Subject to the Texas
Public Information Act, each party hereby agrees that it will make no disclosure of
Confidential Information provided under this Agreement without the prior written
consent of the other party or as required by law. Additionally, each party shall restrict
disclosure of said information to its own employees, agents or independent contractors to
whom disclosure is necessary and who have agreed to be bound by the obligations of
confidentiality hereunder. Such employees, agents or independent contractors shall use
reasonable care, but not less care than they use with respect to their own information of
like character, to prevent disclosure of any Confidential Information. Nothing contained
in this Agreement shall be considered as granting or conferring rights by license or
otherwise in any Confidential Information disclosed. Notwithstanding anything to the
contrary contained herein, Confidential Information does not include information (a)
which becomes available to the public through no wrongful act of the receiving party; (b)
which may be published prior to the date hereof; (c) which is already III the
possession of the receiving party and not subject to an existing agreement of confidence
between the parties; (d) which is received from a third party without restriction and
without breach of this Agreement; (e) which is independently developed by the receiving
party; or (I) which is disclosed pursuant to a requirement or request of a government
agency.
23. Messaging Content
Provider reserves the right to refuse to broadcast any message, e-mail text, ad or
marketing campaign that in its sole. discretion determines is inappropriate or would
negatively affect the reputation of Provider.
Provider shall not be liable to Client for any loss, cost, claim, injury, liability, or expense,
including reasonable attorneys' fees, relating to or arising out of the provision of
messages, email text, ads or marketing campaigns by Provider that have been approved in
advance in writing by Client, nor shall Provider indemnify Client for any claims brought
against Client by and third party, relating to or arising out of the provision of these
services if such services have been approved in advance in writing by Client.
24. Payment Processing
Provider reserves the right to suspend a Client's and/or Payer's access to all or a portion
of the Services or temporarily restrict any use thereof of the Services, in whole or in part,
if, in Provider's sole judgment, there is a security or credit risk that may interfere with the
proper continued provision of Services provided, however, that Provider will provide
Client with immediate written notice of any such suspension, including a detailed
explanation for the suspension, and Provider will seek to lift such temporary suspension
or restriction as soon as practicable. To the extent permitted by law, Provider also
reserves the right to terminate a Consumer's access to the Services permanently after
consultation with Client if, in Provider's sole judgment, such Consumer is misusing the
Services or is or may be engaged in illegal or suspicious activity. Provider shall
indemnify and hold Client harmless from any claims or losses incurred as a result of
Provider's incorrect or wrongful suspension, restriction, or termination of Payer or
Consumer under this Section. Provider also reserves the right to refuse transactions
where the risk assessment of said transaction returns a significant probability of fraud or
credit risk.
Provider and Client shall cooperate in resolving any claims or errors alleged by a
Consumer and in investigating any claims of fraud consistent with any applicable federal
and state laws and regulations.
Client agrees to the following conditions:
A. Terms and Conditions: Provider agrees to supply a set of Terms and Conditions that
must be disclosed to the Consumer prior to acceptance of the authorization to debit
an account. Provider will provide Client with a copy of such Terms and Conditions
within five (5) business days after execution of this Agreement. Client agrees that it
will not change the Terms and Conditions unless the parties otherwise agree. In the
event Client changes the Terms and Conditions, then Client shall indemnify and hold
harmless Provider from any claims arising from any such change, unless Provider has
consented in writing to such changes.
B. Authentication: Provider will verify the Consumer based upon its established
criteria, provided that Client is responsible for the authentication process.
C. Intentionally omitted.
D. LIMITATION OF LIABILITY: CLIENT UNDERSTANDS AND AGREES
THAT IT MAY BE SUBJECT TO PENALTIES, INCLUDING BUT NOT
LIMITED TO A LIMITATION OR LOSS OF ITS ACH PRIVILEGES FOR
NACHA VIOLATIONS. TO THE EXTENT PERMITTED BY LAW, CLIENT
AGREES THAT IT WILL' INDEMNIFY AND HOLD HARMLESS
PROVIDER FROM ANY DIRECT OR THIRD PARTY CLAIM DIRECTLY
ARISING FROM CLIENT'S SECURITY BREACHES,
MISAPPROPRIATION OF CONFIDENTIAL OR PROPRIETARY
INFORMATION, OR NACHA VIOLATIONS, EXCEPT TO THE EXTENT
SUCH CLAIM ARISES OUT OF OR RESULTS FROM PROVIDER'S ACTS
OR OMISSIONS. IN NO EVENT SHALL PROVIDER INCUR ANY
LIABILITY TO CLIENT OR ANY CONSUMER, FOR ANY OMISSION OR
INACCURACY IN THE INFORMATION PROVIDED BY CLIENT OR ANY
CONSUMER.
E. Transaction Controls: In order to properly control transaction activities, Client will:
I. Notify Provider of any material change or anticipated material change in daily
dollar activity, and obtain Provider's consent to such change.
2. Allow Provider to use either "net" (proceeds less any returns) or "direct" (ACH
debit authority) reversibility recovery methods in regard to curing any payment
deficiencies. '
3. Allow Provider to suspend payments at its sole discretion should any deficiency
fail to be cured in a timely manner, provided that Client shall not be responsible
for any liability arising out of or related to such suspension and Provider shall
indemnify and hold Client harmless for any liability arising out of or related to
such suspension.
25. Security
With respect to and under the terms of this Agreement, both parties shall at all times (i)
maintain commercially reasonable security standards to protect the confidentiality of the
data and individual access credentiakused to gain access to the Services; and (ii) notify
the other party promptly of any known or suspected security breach.
26. Publicity
Subject to the exceptions provided herein, Provider and Client agree that neither Party
will use the other's name, affiliates name, service mark or trademark in any connection
with promotional, advertising, or other marketing material, or other publicity material
concerning the subject matter of this Agreement or the relationship of the Parties
hereunder without written consent of the other party, unless otherwise provided in this
Agreement. Provider reserves the right to include a "Powered by Provider" graphic or
image or similar graphic or image on all web pages hosted by Provider. Size and
placement will be mutually agreed upon. Provider may display Client's company's logos,
marks and web site images, in sales presentations and demonstrations only, to prospective
customers of Provider, provided that Client has approved in advance the specific use by
Provider. Client agrees that Provider may issue a press release regarding the execution of
this Agreement generally describing the existence of the relationship, provided that Client
has approved such press release prior to its publication or issuance, which approval shall
not be unreasonably withheld.
27. Survival
The following sections will survive the termination of this Agreement: Chargebacks,
Fees and Transaction Limitations, Billing Data Loading Service, Limitation of
Liability/Disclaimer of Certain Damages/Indemnification, Governing Law, Venue and
Attorneys' Fees, Notices and Confidential Information.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
ORATION
CITYfJirnro~
By: )M
Printed Name: Howard Martin
By:
/
Printed Name:
Col.t ,.J
foGo~
Title:
C-~.O
Interim City Manager
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY~,"~Jt\0c, Q t~
APPROVED AS TO LEGAL FORM:
EDW~' CITY A ORNEY
By:
EXHIBIT A
COMMERlCAL TERMS
I. Description of Service:
The Services consist of a full service electronic bill payment solution that provides the ability to
pay bills via a website interface designed to be used directly by Client's taxpayers. The Service
allows capture of payment transactions by Credit Card and DebitJATM Cards. Provider will
capture the payment transaction information from Client's taxpayers via a web interface.
Provider will debit Client's taxpayers accounts for the bill payments, and forward the payments
and payment transaction information as directed by Client. The Provider will charge a
convenience fee to the Client's taxpayers for all payment types.
2. Functional Details:
a. Allow Client's taxpayers, directly, to execute a payment using either a Credit Card or
DebitJATM Card. The convenience fee set forth on Exhibit B will be applied to each such
payment.
b. The Client will be able to research transaction history and pull reports through a web
based Administration Interface.
c. A single daily reconciliation file will be provided back to the Client for posting purposes.
The format of the file will be driven the Client's systems/interface requirements.
d. The Services include consolidated reporting for all payment channels and types as new
payment channels are added.
3. Exclusivitv:
The Client agrees that the Services shall be the exclusive channel for processing Customer
payments received through its website.
4. One-Time Set-up:
Provider will partner with Client to build the Services, which are described in more detail as an
integrated system that allows the Client's taxpayers to make payments through a self-service
website. The set-up includes technical integration as described below:
I. Configure the web interfaces for direct taxpayers use.
2. Integrate Billing Harbor application to provide seamless data capture and payment
generation.
3. Provide to Client the list of Billing Harbor's standard reports (which includes detailed
payment information).
4. Full end-to-end testing.
EXHIBIT B - BILLING HARBOR
RATES AND FEES FOR ELECTRONIC PAYMENT PROCESSING
Tax Payments via Tax Office
Service Charge (percentage charged on tax transaction amount)
2.75%
Utility Website
Convenience Fee (flat amount charged on each transaction)
$4.95
Municipal Court Website
Convenience Fee (flat amount charged on each transaction)
$5.95
Provider is able to offer a convenience fee of 2.75% for tax payments for the Property Tax
Internet site. This fee assumes that Client wishes to offer both Credit Card and ACH as payment
options.
This initial convenience fee for the Utility website and the Municipal Court
Website is based on the assumptiou that the initial average payment amount
is approximately $185.00 for the Utility web site, and $219.00 for the
Municipal Court website. Provider will monitor the average payment
amount for both the Utility and Municipal Court websites on a monthly
basis and may increase the couvenience fee for either website, as follows:
i. Provider will monitor the average payment amount for both
the Utility aud Municipal Court websites for the first sixty (60)
days of each successive calendar quarter. If the average
payment size for either or both website(s) is more than 10%
higher during such period than that when the convenience fee
for such website(s) was last set, then Provider and Client shall
mutually agree on a revised convenience fee(s) for such
website(s), to take effect on the first day of the next calendar
quarter. If the parties are unable to reach an agreemeut on the
revised conveuience fee for such website(s), either party may
terminate this Agreement ou the first day of the next calendar
quarter.
11. Furthermore, Provider will monitor the average payment
amount on a ll1'onthly basis for both the Utility and Municipal
Court websites: If the average payment amount is ever more
than 25% higher during such period than that when the
convenience fee was last set, for either or both website(s), then
Provider and. Client shall mutually agree on a revised
convenience fee for the affected website(s), to take effect on the
first day of the next calendar month. If the parties are unable
to reach an agreement on the revised convenience fee(s), either
party may termiuate this Agreement on the first day of the
next calendar month.
.'-
.
Exhibit A
Pledgee Agreement
.
To:
Federal Reserve Bank of Boston
PO Box 2076
02106-2076Boston MA
Date
Ann: Joint Custody
We, the agree to the tenns of Appendix C of your
Operating Circular 7, dated August 27, 200 I, as it may be amended from time to time with respect to the
account on your books designated
(account number)
We further agree that you may accept securities from the Pledgor as a replacement of, or in
substitution for, those securities presently held (please circle one):
o
with prior approval
o
without prior approval
provided that the replacement or substitution does not reduce the aggregate par amount of securities held in
custody for us. (See Operating Circular 7, Appendix C, Section 4.3.)
We authorize you to use the following call-back procedure for securities transactions pertaining to
this account (please circle one):
o
three-party call-back
o
four-party call-back
.
We certifY that the individuals listed below may take authoritative action on our behalf with
respect to the account, including a direction to release collateral from the account. You may rely on the
authority of these individuals with respect to the account until we otherwise notity you.
(Print name)
(Telephone)
(Title)
(Signature)
(Date)
(Title)
(Signature)
(Date)
(print name)
(Telephone)
(Print name)
(Telephone)
(Title)
(Signature)
(Date)
(Print name)
(Telephone)
(Title)
(Signature)
(Date)
(Title)
(Signature)
(Date)
(Print name)
(Telephone)
.
...
2
.
The Undersigned hereby certifies that he/she is the present lawful incumbent ofthe designated
public office.
Pledgee
Naine of governmental unit
Street Address or P.O Box Number
City, State, Zip Code
Official Signature
Date
Printed Name and Title
State of
. County of
On this _ day of
,200_ before me personally appeared
, to me personally known or satisfactorily proven, who by me duly
sworn, did depose and say that he/she resides at
, in the
City of
, in the State of
, that he/she
is the
[Title] of
and that he/she executed this document on behalf of
before
me.
(Signature of Notary)
(Print name of Notary)
.
My commission expires on
[Date]
Exhibit B
.-.
. W"ACHOVIA
A PROPOSAL FOR BANKING SERVICES
PRESENTED TO
City of Denton, Texas
.
Bid Opening: April 4, 2006
COpy
Government Banking Relationship Manager
Treasury Services Officer
Eric Kraft
Senior Vice President
Government & Institutional Banking
Addison, Texas
972-.419-3261
Paul Forthman
Vice President
5080 Spectrum Drive
Addison, Texas 75001
972-419-3217
.
Wachovia BanI<. N.A.
Commercial Banking Group
TX7042
98 San Jacinto Boulevard
Suite 850
AustIn. TX 78701
.
!II
....~~
Tel 512 482.4312
Fax 512 4824310
March 31, 2006
WACHOVIA
Tom Sbaw, Purchasing Agent
901-B Texas St.
Denton, Texas 76209
RE: Proposal for Bank Depository Agreement
Dear Tom:
Wachovia is pleased to provide the City of Denton ("the City") with this Cash
Management Services proposal. As the fourth largest bank in the country and a
leader in cash management; we provide our customers with products backed by
financial strength, leading-edge technology, global processing capabilities and an
uncompromising commitment to service excellence. Our dedication to cash
management is evidenced by that fact that all ten of our core products rank in
the top ten nationally. We have committed extensive resources to Cash
Management in capital, equipment, technology and trained personnel-which has
resulted in our ranking as the second largest cash management bank in the nation.
.
The primary goal of the proposal is to provide the City with the most efficient cash
management system possible. More specifically, we have focused upon
maximizing the use of cash and streamlining your operation for greater
efficiencies. Additionally, you will receive a response from Wachovia for merchant
services.
With more than 570 million recently invested in continued technological
advancements, your relationship team is confident that you will find Wachovia a
valuable partner as the realm of financial services continues to evolve.
Wachovia believes we offer the following competitive advantages to the City:
.
1. Government Advantage Interest Checking smoothly incorporates the
convenience of full-service checking with the opportunity to earn interest
on excess funds held in the account. It is fully automated, meaning there
is no need to monitor balances. Government Advantage Interest
Checking automatically generates interest on all excess funds.
2. Wachovia will allow the district to run all fees related to bank 8upplies
(checks, deposit slips, tamper evident plastic, etc.) through account
analysis for soft dollar payment.
1 I Wachovia Bank. N.A.
.
3. Wachovia will credit the City account analysis for $1,500 after opening to
help defray the cost of moving the bank relationship to Wachovia for
bank supplies.
In consideration of potential dates for demonstration/presentation to the City's
evaluation committee, Wachovia is available the afternoon of April 13'". The
following equipment will be needed: internet connection, screen for displaying
laptop images.
Weare confident that the products and services outlined in this proposal will
provide you with increased efficiencies that will benefit your personnel in the day-
to-day conduct of business.
Our proposal and pricing is valid for 90 days from today's date. Unless otherwise
noted in the bid Wachovia Bank is able to provide the services as requested.
Sincerely,
.
~ C--,~
Eric Kraft
Senior Vice President
Andrew B. Deskins
Senior Vice President
.
2 I Wachovia Bank, N.-\.
Q,Q
Table of Contents
II
.
Signed Cover Letter
Table of Contents
Bid Response
Exhibit A - Depository Bank Agreement
Exhibit B - Bank Bid Questionnaire
Appendix
Tab 1 - Sample Bank Statement and Account Analysis
. Tab 2 - Availability Schedule
Tab 3 - Sample MontWy Collateral Report
Tab 4 - Sample Safekeeping Agreement Federal Reserve
Bank of Boston (Pledgee Agreement)
Tab 5 - Sample Wire Transfer Agreement and Information
Tab 6 - Sample Lock Box Activity Report and Transmission
Specifications
Tab 7 ~ Sample Lockbox Agreement
Tab 8 - ACH Services and Wachovia @ Work Information
. Tab 9 - Check Image Services Information and Sample
Statement
\Vachovia Bank, National.-\.ssociation - City of Denton R.FP 3482 Page 1 of2
~
Table of Contents
II
.
Tab 10 - Wachovia Investment Services Information
Tab 11 - Sample Safekeeping Agreement and Account
Analysis
Tab 12 - Transition Schedule
Tab 13 -Remote Deposit Capture and DropBox ARC
Information and Pricing
Tab 14 - Direct Pay and Wachovia Payroll Card Sample
Agreement and Pricing
.
Tab 15 -Account Reconcilement and Positive Pay Information
and Reports
Tab 16 - Data Transmission Information
Tab 17 - Wachovia Connection Information
Tab 18 - Control Disbursement Information
Tab 19 - Wachovia Deposit Agreement
Tab 20 - Last Two Quarters Call Reports
Tab 21 - Annual Report
.
Wachovia Bank, National Associa.tion - City of Denton RFP 3482
Page 2of2
.
REQUEST FOR PROPOSAL
BANK DEPOSITORY SERVICES
CITY OF DENTON, TEXAS
MARCH 7, 2006
RFP 3482
.
OPENING DATE:
APRIL 4, 2006
.
Wachovia Bank, National Association - Cit)' of Denton RFP 3482
Page I of 41
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Depository Services RFP Response
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NOTICE TO BIDDERS
Sealed bid proposals will be received by the City of Denton, Texas at the office of the Purchasing
Agenl prior to 2:00 p.m., on Annl 4. 2006. then publicly opeoed to purchase the following listed
items as per bid instructions and specifications.
RFP #3482 - REQUEST FOR PROPOSALS FOR BANK DEPOSITORY SERVICES
Qualified prospective bidders may obtain copies of the bid invitation with information to bidders,
bid proposals, plans and/or specifications at the office of the Purchasing Agent, located at 901-B
Texas Street, Denton, Texas 76209 the PurchasingIWarehouse portion of the Service Center
complex.
The City of Denton, Texas reserves the right to reject any and all bids and to waive defects in bids.
No officer or employee of the City of Denton shall have a financial interest, direct or indirect, in
any contract with the City of Denton.
Minority and small business vendors or contractors encouraged to bid on any and all City of
Denton projects.
.
CITY OF DENTON
(940) 349-7100
TOM D. SHAW, C.P.M.
PURCHASING AGENT
This advertisement to run on March 7 and March 14,2006.
I. INTRODUCTION
The City of Denton is seeking applications from eligible financial institutions ("Bank") to be the
banking services depository for public funds of the City. This agreement will not cover any
investment transaction activities other than safekeeping services and possible purchase of
certificates of deposit within a pre-defined limit. The City plans to manage its own investment
portfolio. The contract period will be two (2) years beginning June 1,2006 and ending May 31,
2008, with a provision for a one (1) year continuation up 10 three (3) additional years under the
same terms and conditions of the contract, subject to the mutual agreement of both parties. The
contract will also provide for an extension period not to exceed one hundred twenty (120) days for
the transition to the new Bank depository. At the outset, the City wishes to communicate the
primary objectives of the depository agreement, an important component of the overall treasury
and debt management program of the City of Denton:
.
. To seek a Bank that is both capable of providing comprehensive banking services, and
willing to be attentive to the City's money matters.
Wachovia Baok, National Association - Cil)' of Denton RFP 3482
Page 2 of 41
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Depository Services RFP Response
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.
. To maximize the total dollars earned by the City on investment monies in order to be
prudent and effective custodians of the taxpayers' financial resources;
. To maintain a good working relationship with the depository Bank; and
. To adequately compensate the depository Bank for services provided to the City and to
allow a reasonable profit to be earned, subject to competitive forces in the market
place.
. To fully comply with the requirements of Texas Local Government Code Chapter 105,
as amended.
.
This Request for Proposal (Bid) is intended to serve as the proposal form for the depository
agreement. There are several blanks to fill in and questions to be answered. Any alterations,
changes, or deletions to this Bid may be reason for the City to disregard and reject the proposal.
Any terms in this Request for Proposal which are in conflict with Chapter 105, as amended, of the
Texas Local Govemment Code shall be deemed superseded by such chapter. Conflicts discovered
between this RFP and state law by a bidder should be notes in such bidder's proposal form.
Bidders will be required, if awarded the depository agreement bid, to execute the documents
attached as Exhibits A, unless bidders note in their bid exceptions to the terminology in such
exhibits. City will disregard any exceptions which conflict with Chapter 105 referenced above. All
points outlined and materials requested will be incorporated into the bidder's reply to be
considered for evaluation. Attachments will be appropriate in order to answer some of the
enclosed questions.
Questions regarding this Bid may be addressed to: Purchasing Agent, c/o City of Denton -
Purchasing Department, 901-B Texas St., Denton, TX 76209; FAX 940-349-7302.
.
Wachovia Bank. National Association. Cilj' of Denlon RFP 3482
Page 3 of 41
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Depository Services RFP Response
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.
n. CALENDAR OF EVENTS
Tal"l!et Date
March 6, 2006
Descrintion of Events
Bid sent to all banks located in Denton and those outside the city
limits that requested a copy
Advertise Bank depository notice in local newspaper
March 6, 2006
April 4, 2006
April 11-13, 2006
April 17-21, 2006
Receive proposals from interested banks
Bank Presentations and Product Demonstrations
Review recommendation with the Investment Committee
May 2, 2006
City Council to review Depository Services Proposals
May 9, 2006
City Council to award contract
June 1,2006
New Bank depository contract period begins
.
Ill. CRITERIA FOR EVALUATION
A. The City staff will review the submitted proposals carefully. The recommendations will be
based on the proposal determined to be best on behalf of the City and the taxpayers. The
following areas will be considered in the evaluation of the proposals:
CRITERIA WEIGHTED PERCENTAGE
. Ability to perform the requested services 35%
. Lowest aggregate cost of banking services 25%
. Agreement to points outlined in this Bid and Contract 15%
. Financial condition & ability to meet collateral requirements
15%
. Safekeeping/collateral agreements accepted
10%
.
Wachovia Bank, Nation:tl.\ssociaclon - City of Denton RFP 3482
Page 4 of 41
fd.l
Depository Services RFP Response
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B.
In order to be considered, the depository must be a federal or Texas-chartered bank. Each proposal must
provide the following infonnation:
1. The amount of paid-up capital stock and permanent surplus for the deposi10ry.
This information is included in the Bank's latest Annual Report, included with this
bid package under Tab 21 of the Appendix.
2. Audited financial statements for the most recent reporting year.
This information is included in the Bank's latest Annual Report, included with this
bid package under Tab 21 of the Appendix.
3. A list of the depository officers.
This information is included in the Bank's latest Annual Report, included with this
bid package under Tab 21 of the Appendix.
The City of Denton will have access to a local team, including the following people:
I------'~---'-.-I--- -..~
Name of .
C I T,t1e I Phone I Fax E.ma,I!([vwachov,a
on tact 1 -'
-i-~---i~-~- iiiiiiii1
p
@
.
Kathleen Relationship Specialist 972-419-3610 972-419-3136 Kathleen.Golden@wachovia.com
Golden
Paul Treasury Services 972-419-3217 972-419-3237 Pau I. Forthman@Wachovia.com
Forthman Officer
Andrew Statewide Government 512-482-4306 512-482-4310 Andrew.Deskins@wachovia.com
Deskins Bankin SVP
4. A list of the depository directors.
This information is included on the back page of the Bank's latest Annual Report,
included with this bid package under Tab 21 of the Appendix.
5. Ratings on outstanding debt.
This information is included on the back page of the Bank's latest Annual Report,
included with this bid package under Tab 21 of the Appendix.
6. Proposed wire transfer agreement/contract.
Please see Tab 5 of the Appendix.
7. Sample account analysis and monthiy bank statement (must show city requirements IX.B & E).
.
Please see Tab 1 of the Appendix.
Wachovia Bank, National .\"oo.tioo - Gty of Denton RFP 3482
Page 5 of 41
.
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Depository Services RFP Response
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8. Availability of funds schedule.
please see Tab 2 of the Appendix.
9. Proposed collateral agreement.
Please see Tab 4 of the Appendix.
10. Proposed custody/security safekeeping agreement.
Please see Tab 11 of the Appendix.
I I. Any additional contracts or agreements requiring City approval (ACH, Credit Card Processing, Lockbox
etc.)
Please see Tab 7, Tab 14, and Tab 19 of the Appendix.
12. RFP documents including fee schedule.
13. Daylight overdraft policy.
Tbe Bank recommends baving a limit pre approved for daylight overdrafts that
would allow daylight overdrafts up to the lindt. Any daylights over tbe limit would
require approval by the Relationship Manager. The limit should be based on your
existing experience and we are willing to work with the District to set the appropriate
level We do not charge for daylight overdrafts.
Overnight overdrafts are an extension of credit and we can work with the District to
set an appropriate line of credit to cover overdrafts. We do not charge for overnight
overdrafts as long as it is an occasional occurrence. We encourage prudent use of
cash management to avoid overdrafts fees.
14. Reference list of agencies currently using your institution's lock-box services.
Please see page 40 of this document.
15. Reference list of agencies currently using your depository services.
Please see page 40 of this document.
16. Sample daily loek-box transmission reports.
Please see Tab 6 of the Appendix.
17. Sample monthly lock-box activity reports.
Please see Tab 6 of the Appendix.
18. Sample monthly and daily credit card activity reports.
Please see Wachovia's response to the Merchant Services Bid.
\'Vachovia Bank, National Association - City of Denton RFP 3482
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c.
All RFPs must include a completed fee schedule in the fonn provided. Only the charges listed in Section IV:
B. Services and Fees will be acceptable in the monthly account analysis. Once selected as the City's
Depository, no additional or increased fees for services in the fee schedule may be charged to the City during
the initial two (2) year contract period. An account analysis must be forwarded to the City each month for
review. Upon review and any oecessary corrections, the City will authorize a debit to its Control
Concentration Account. Under most circumstances, the review should be completed in five (5) business days.
No interest or other late charge payment shall ever be due.
D. Services may be modified by mutual agreement. It is expected the range of services described in this RFP
will be used for the length of the contract; however, the City may discontinue any service after sixty (60)
days written notificatioo to the depository. Services may also be added, with costs of new services to be
negotiated at that time.
IV. BANK QUESTIONNAIRE
The Bank is requested to thoroughly answer the following questions. Additional pages may be
appended if space is inadequate.
1. How is the Bank chartered? Wachovia Bank, N.A. is a national bank
chartered by the United States.
2. What percent of current loans are classified as DOD-
performing? Less than 1%, as of 12/3112005.
3. Does the Bank have any significant problems None that would materially impact
noted by regulatory agencies in the past twenty-four services under this agreement. A
(24) months? If "yes", please explain. description of regulatory matters involving
Wachovia Corporation or its subsidiaries
is provided in its 2005 Annual Report,
included in this bid response.
4. Indicate the Bank's capital to assets ratio for the As of12/3112005 10.70%
last five (5) years. As of12/3112004 11.50%
As of12/3112003 11.72%
As of 12/3112002 11.80%
As of 12/3112001 11.68%
5. What was the Bank's 2005 return on assets ROA)? 1.30%, as of 12/3112005.
6. Attach copies of the Bank's most recent FDIC Copies oftbe most recent 2 FDIC call
(uPBR) call reports. reports are included under Tab 20 of the
Appendix (only in tbe original copy of
Wachovia's bid response binder.)
Otherwise, these documents are available
through Investor Relations at
www.wachovia.com.
7. Is the Bank a branch bank or will it soon become a Paying and receiving over the counter and
branch bank? If so, please indicate which services will be night deposits will be provided at the
provided from the Bank's present location and which will branch hank. All other services and
be provided from the main Bank. Also, please indicate customer service issues will be handled by
service location throughout the proposal where applicable. the City's account team in Addison, at the
Citv's office, or by phone.
Wachovia Bank, National.-I.ssociatioa. City of Denton RFP 3482
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8. Please list all service locations in Denton.
DENTON FINANCIAL CENTER
1698 SOUTH LOOP 288
DENTON, 1)( 78205
Phon., (940)591-3038
Fax: 940 666-6741
V. ACCOUNT DESCRIPTIONS
A. General
The City intends to establish the following Bank accounts:
Account Name
Disbursement Account
Depository Account
Pay Flex Account
Tax Lockbox Account
Utility Lockbox Account
Concentration Account
Im
Zero-Balance Account
Zero- Balance Account
Zero-Balance Account
Zero-Balance Account
Zero-Balance Account
Super Now Account
II
The City reserves the right to open or close any number or type of accounts throughout the period
if necessary although no changes are anticipated.
Wachovia Bank, Natioaal.\ssociatioa . City of Deaton RFP 3482
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. B. Services and Fees
Estimated
Monthly Fee Charges! Total Monthly
Depository Services Volume Per Unit Charges
Account Services
FDIC Fee 5,262,614 $0.00 $0.00
Account Maintenance 6 $10.00 $60.00
ZBA Maintenance Master Account 1 $0.00 $0.00
ZBA Maintenance Sub Account 5 $0.00 $0.00
Additional DDA Statement 4 $0.00 $0.00
Banking Center Services
Branch Credits Posted 314 $0.40 $125.60
Branch Deposit Immediate Verify 13,14 $0.00 $0.00
Branch Deposit Post Verify 1.345 $0.00 $0.00
Night Drop Armored Car Deposit 371.8 $0.00 $0.00
Branch Order Currency Strap 18 $0.00 $0.00
Branch Order Coin Roll 70 $0.00 $0,00
Branch Deposit in Non Std Bag 4 $0.00 $0.00
. Commercial Check Cashing 38 $0.00 $0.00
Vault Services
Vault Deposit 395 $0.40 $158.00
Vault Deposit Dollars 673 $0.00 $0.00
Vault Deposit Roller Coin 29 $0.00 $0.00
Vault Dep Non Std Strap Notes 20,82 $0.00 $0.00
Vault Deposit Std Strap Notes 142 $0.00 $0.00
Vault Order Currency Std Strap 13 $0.00 $0.00
Vault Standard Orders 6 $0.00 $0.00
Vault Order Coin Rolls 164 $0.00 $0.00
Vault Order Non Standard Strap 248 $0.00 $0.00
Vault Activity Report Faxed 1 $0.00 $0.00
Vault Deposit Adjustment 1 $0.00 $0.00
Depository Services $0.10
Credits Posted 1,069 $106.90
Dep Checks On Us 3,557 $0.04 $142.28
Dep Checks Clearinghouse 2,672 $0.04 $106.88
Dep Checks Local City 1,370 $0.04 $54.80
Dep Checks Local City Selects 126 $0.04 $5.04
Dep Checks Local RCPC 12,38 $0.04 $495.40
. Dep Checks Local RCPC Selects 5,650 $0.04 $226.00
Dep Checks Local Selects Other 39 $0.04 $1.56
Dep Checks In District City 692 $0.04 $27.68
Wachovia B~ National Association - City of Denton RFP 3482 Page 9 of 41
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Est mated Total
Monthly Fee Charges! Monthly
Depository Services Volume Per Unit Charges
Depository Services (Continued)
Dep Checks in District RCPC 413 $0.04 $16.52
Dep Checks IN District Country 88 $0.04 $3.52
Dep Checks National Frb City 952 $0.04 $38.08
Dep Checks National Frb Other 3,742 $0.04 $148.68
Dep Checks High Dollar Group 30 $0.04 $1.20
Dep Checks Encoding 31,712 $0.00 $0.00
Dep Checks MICR Reject Repair 0 $0.00 $0.00
Dep Checks Deposit Corrections 3 $0.00 $0.00
Dep Return Items Returned 109 $2.00 $218.00
Dep Return Redeposit Reclear 159 $2.00 $318.00
Disbursement Services
Checks/Debits Posted 171 $0.08 $13.68
Cant Disb Funding Transfer 45 $0.00 $0.00
Checks Photocopy Retrieval 31 $1.50 $46.50
Cant Disb Maintenance 1 $50.00
. Cant Disb Checks Paid 2,832 $0.08 $226.56
Commercial Check Cashing 90 $0.00 $0.00
Stop Payment 0 $0.00
Online Ck Svcs Image Maint 1 $0.00 $0.00
Online Ck Svcs Image Retrieve 9 $1.00 $9.00
Online Ck Svcs Image Retrieve $1.00
Reconciliation Services
Full Recon With POS Pay Maint 1 $0.00 $0.00
Full Recon With POS Pay Items 2,813 $0.04 $112.52
Check Excepton Return 1 $0.00 $0.00
Image Capture Per Item 203 $0.00 $0.00
Transaction Image Capture 2,611 $0.00 $0.00
CD ROM Media Fee 1 $15.00
CD ROM Maintenance 1 $0.00 $0.00
CD ROM Check Safekeeping 2,813 $0.02 $56.26
Incoming Trans with Recon 30 $0.00 $0.00
ARP Reject Key Entry $0.00 $0.00
ARP Manual Key Entry 1 $0.00 $0.00
ARP Outgoing Transmission 1 $0.00 $0.00
ARP Exception Items 2 $0.00 $0.00
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\'Vachovia Bank., National Association - City of Denton RFP 3482 Page 10 of 41
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. Estimated
Monthly Fee Charges/ Total Monthly
Depository Services Volume Per Unit Charges
Funds Transfer Services
On-line Outgoing Wire 19 $5.00 $95.00
Electronic Fed Debit SfT 12 $5.00 $60.00
Electronic Book Debit SfT 2 $5.00 $10.00
One Net Book Transfer 3 $3.00 $9.00
Incoming Wire 3 $5.00 $15.00
Fed Credit SfT 1 $5.00 $5.00
Automated Clearing House $35.00
One Net ACH Maintenance 2 $70.00
Net ACH Debit Originated 1.385 $0.04 $55.40
Net ACH Credit Originated 1,939 $0.04 $77.56
ACH Deb~ Received 82 $0.10 $8.20
ACH Addenda Records 7 $0.00 $0.00
ACH Return 9 $1.00 $9.00
ACH Return Notificaton 9 $1.00 $9.00
information Services
. TOC Previous Day BAI Maint 1 $0.00 $0.00
TOC Intraday BAI Maintenance 1 $0.00 $0.00
TOC Previous Day BAI Acct 5 $50.00
TOC Previous Day BAI Item 4,549 $0.05 $227.45
TOC Intraday BAI Account 4 $40.00
Toe Intraday BAlltem 3,245 $0.05 $162.25
Securities/Safekeeping Services
Coupon (Interest) Payments 10
Maturities 2
Online Deposil/Withdrawal 6
Manual Deposil/Withdrawal 1
Holding, Book Entry $2.50
Holding, Physical $4.00
Paydown $6.75
Pledges $18.75
Purchase/Sale, Book Entry $13.00
Purchase/Sale, Physical $44.00
Wire Surcharge $18.75
Non-DDA (Check) $50.00
Maturites!Calls $12;00
Reorgs. (Corporate Actions) $31.00
. Verification Statements $6.50
Registrations $31.25
Account Billing $31.25
Minimum Monthly Charge $25.00
\Vachovia Bank, National Associatioo - City of Denlon RFP 3482 Page 11 of 41
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21. List any other applicable Bank charges: Only the Bank charges listed above and in tbis
section will be acceptable in the monthly lockbox account analysis. Once selected as the
City's Depository, no additional or increased fees for these services in the fee schedule may be
charged to the City during the initial two (2) year contract period.
.
WC Plus - Prior Day (1-10 accts) $10.00
WC Plus -Current Day (1-10 Accts) $10.00
WC Plus - Prior Day Item $0.05
WC Plus - Current Day Item $0.05
WC Plus -Return Item $0.50
WC Plus On-Line Stop Pvmt $10.00
ACH /Misc. Electronic Credits Received $0.40
ACH - Transmission $15.00
Branch - Night Deposit - Disposable Bags $3.00
WC BAI - Current Day - Additional Acct $10.00
WC Book Transfer $3.50
WC - ACH Item Single $1.00
Serial Sort Monthly Maintenance $0.00
Serial Sort Per Item $0.04
Partial Reconciliation Monthlv Maintenance $0.00
Partial Reconciliation Per Item $0.04
Remote Deposit Capture (RDC) ImD. Fee $20.00
RDC Monthly Maintenance - Location I
(Includes up to 40 Accts) $60.00
RDC Monthly Maintenance - Location 2 to 10
(Includes up to 40 Accts) $30.00
RDC Per Item (0 - 2,500) $0.15
RDC Per Item (2.501 - 10,000) $0.13
RDC Image Reiects $0.50
RDC Per IRD Clearing $0.05
RDC Scanner (scans 40 docs/minute, holds 25
checks at a time in the scanner. Includes 3 - yr $1,356.00
Maintenance)
RDC Scanner (1800 docs/minute, holds 200
checks at a time in the scanner. Maintenance & $3,505.50
Ink Jet Extra)
Direct Pay - New Install One Time Fee $1,000.00
Direct Pay - New Card Set Up (each - One $4.00
Time)
Direct Pay - Automated Enrollment $10.00
Direct Pay - Monthlv Card Maintenance (each) $3.00
Direct Pay - See Fee Schedule under Tab 14 in Additional Fees
Appendix May Annlv
DropBox ARC-See Fee Schedule under Tab
13 in ADoendix
.
Wachovia Bank, National Association - City ofDenloo RFP 3482
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NOTE:
Under a straight fee arrangement with the Bank, analysis charges would be debited to the
control concentration account and an analysis fee statement will be mailed to the City each
month. Under a compensating balance method, all accounts would be tied to a main account
and collected balances would be maintained to offset service charges. Also note, that estimated
yolume aboye are projections based on current annual yolumes.
C. Automatic Payroll Deposit is a service the City offers its employees. The Bank would be
required to produce bi-weekly payroll transfers furnished by the City in ACH format for the
transfer of funds directly to the employee bank, saYings and loan, or credit union account.
Please state the Bank's procedure for this service and list appropriate cut-off times that would
apply. The City's net payroll is approximately each pay period. State whether the Bank would
offer any type of special checking, money market, or loan account for the City employees.
Wachovia recommends that the City utilize our WebACHieye service for direct deposit
of payroll payments for the City's employees. Wachovia's Internet.based ACH
initiation service, WebACHieve, is used to initiate batches of ACH payroll transactions
via the Internet. The WebACHieye system offers security leyels by user, type of
transaction (i.e. CCD, PPD etc), dollar limits by user and secondary leyels for approyal.
WebACHieye requires Internet or priyate network access and one of the following
browsers:
. . Internet Explorer 5.5 SP2
. Internet Explorer 6.0
. Internet Explorer 6.0 SP1
. Netscape 6.2.3
. Netscape 7.0
To ensure employees haye immediate access to their funds on payday, Wachovia
recommends that ACH direct deposit items be delivered to the Bank two days prior to
settlement date. Wachovia's cutoff time for the receipt of WebACHieye files is 7:00 p.m.
CT Monday through Friday.
Wachovia does offer an 10:30 a.m. CT deadline one day prior to settlement for direct
deposit of payroll. Howeyer, use of this window may result in funds not being posted
(in1mediately ayailable) at the receiving institution by the opening of business on
payday. please see Automated Clearing House Services in Appendix for further details
about Wachovia's WebACHieye Service.
.
Our Wachovia At Work program was designed to address the financial requirements of
employees at select businesses and government entities such as The City of Denton. This
package of financial services offers a consistent, flexible and highly competitiye array of
products, and also provides members with special status at Wachovia on an ongoing
basis. Employees can consider many valuable solutions ayailable with Wachovia at
Work.
Interested employees can open accounts with Wachovia to establish a new banking
relationship or complement/replace existing accounts with other institutions. Bank
Wachovia Bank, National.o\ssociation. City of Denlon RFP 3482
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personnel will work closely with the City of Denton to ensure employees understand all
of the services provided. Depending upon balances maintained in an employee's
account, various levels of benefits are made available to them (no monthly maintenance
fees, bonus rate on time deposits, free check orders, reduced rates on loans, etc.).
Please see Automated Clearing House Services and Wachovia At Work under Tab 8 in
the Appendix for further details about these services and programs offered to the City
and its employees.
D. Does the Bank offer any type of sweep account where excess City funds could be invested at a
higher rate overnight than in a Super Now account arrangement? Does the Bank have money
market funds consisting of treasuries, agencies, prime commercial paper, prime domestic
bankers acceptances and collateralized or insured certificates of deposit, that the City could
utilize daily as an investment alternative? If so, please explain the fund's parameters and
interest earnings history or attach a separate prospectus.
.
Wachovia will provide and assist the City with investment decision-making on its
accounts. We are recommending the City utilize our Government Advantage interest
checking account, which is our most competitive and secure public fund alternative for
demand-based checking accounts. Earnings credit rates and interest earnings are both
indexed to the 9o-day Treasury bill providing an extended yield on daily monies in the
accounts. Moreover, each of the accounts is in full compliance with the Public Funds
Investment Act.
In addition, Wachovia offers sweep investment services with a variety of investment
options available to the City. These investment options include Money Market,
Commercial Paper, Repurchase Agreements, Federal Funds, Eurodollar Deposits and
Evergreen Money Market Mutual Funds. Please see Investment Services under Tab 10
in the Appendix for further details about Wachovia's Investment Services, the fund
parameters and a twelve-month sweep interest rate history.
Ootional Bid: Automated Teller Machines (ATM)
Note: The City of Denton reserves the right to remove this section from consideration and to
award separately.
The Bank will install and maintain A TM units at the following locations:
. Denton Municipal Complex, 601 E. Hickory
. Water Works Park, 2400 Long Road
The City agrees to furnish a lighted, inside location and sufficient electrical power for each
machine installation.
.
The Bank agrees to provide ATMs at the above listed locations with cash removal
functionality. The fee for the operation of each machine would be $1500 per machine
per month, which can be run through account analysis. Additionally, depending on
activity at the ATM, the Bank may be willing to reduce its fee.
Wachovia Bank, N.tional A,soci2tion - City of Denton RFP 3482
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F. Lockbox
Note: The City of Denton reserves the right to remove this section from consideration and
award separately.
The City desires lock-box services for the purpose of collecting and processing the City's
utility and property tax revenues. The City separates utility bill collections and tax collections
into (2) divisions because of their unique needs and record keeping constraints. The Utility
Lockbox Service is a year-round operation, while the Tax Lockbox Service is seasonal
(October 1st-March 31st)
Services and Fees:
Estimated
Monthly Fee Chargesl Total Monthly
1. Lockbox Services Volume Per Unit Charges
$175.00 $350.00
Account Maintenance 2
Image Capture Account Maintenance 2 $250.00 $500.00
. Payments 17,782 $0.1 6 $2845.12
Multiples 4,502 $0.1 0 $450.20
Correspondence 109 $0.50 $54.50
Check Image Item 22,284 $0.022 $490.25
Cash Processing 3 $2.50 $7.50
Stop Payment File Rejects 3 $0.75 $2.25
Unprocessable Items 105 $0.12 $12.60
Daily File Transmission (2 per day) 21 $10.00 $210.00
(1 for Tax, 1 for Utilities)
Daily Image Transmission (1
per day) (Tax Only)
Online Image Fees included in Image Capture Maintenance and Image Item
(Utility Account Only)
2.
List any other applicable Bank charges. Only the lockbox charges listed above and in
this section will be acceptable in the monthly lockbox account analysis. Once selected
as the City's Depository, no additional or increased fees for these services in the fee
schedule may be charged to the City during the initial two (2) year contract period.
.
Wachavia Bank, National....ssociation - City of Denton RFP 3482
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Daily Image Transmission Maintenance I $250.00 $250.00
Daily Image Transmission per item $0.22
Deoostied Items 17782 $0.04 $711.28
Items Transmitted 17782 $0.0025 $44.45
Secure Document Destruction $0.001
Incoming Overnight Mail $2.50
Deoosits Processed 21 $1.00 $21.00
Check And List $0.15
Check Only $0.15
Mark Sense Detection $0.01
PO Box Rental (Annual Fee) $824.00
Stop File Monthly Maintenance $250.00
Document Image Capture per item $0.022
MICR Caoture $0.01
Partial Payments $0.02
Custom Programming (oer hour) $150.00
3.
Bank capability to meet the following requirements must be detailed in the proposal.
Please note, all the following requirements must be met for full consideration.
Wachovia has more than 40 years of retail lockbox experience, beginning with a
Wachovia predecessor company, First Pennsylvania Bank. In February 2004,
Wachovia entered into a strategic alliance with REMITCO, a wholly owned
subsidiary of First Data Corporation, to provide back-office retaillockbox processing.
REMITCO has been in the retail lockbox business for eight years, and its key
managers have held leadership positions within the retail lockbox industry since the
early 1980s. Wachovia and REMITCO are committed to providing our retail lockbox
clients with specialized payment solutions, superior quality and exemplary service.
You can have confidence in the experience, commitment and capabilities of this joint
team. Wachovia and REMITCO provide retaillockbox services in Dallas, Texas.
.
please note, Wachovia has several exceptions to the processing requirements as
detailed below. Other than the noted exceptions, Wachovia meets the processing
requirements for retaillockbox processing.
Additionally, Wachovia may be able to process the tax lockbox under certain
parameters.
Wachovia can process the tax remittances only if the processing requirements are
similar to the utility box.
.
What this means is:
. the coupon needs to be the same size and format
. the envelop needs to be the same and need to be window envelopes
. the courtesy amount paid box must be in the same location on both coupons
. the scan line can be different but must have an indicator to identify utility vs
tax payment
Wachovia Bank. Natiooal Association - City of Denlon RFP 3482
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. We can deposit into separate accounts and provide separate transmission and
also provide image transmission on the tax box
. The provider must obtain two (2) post office boxes: one for utility payments and one for
tax payments.
. All payments must be processed within 24 hours.
. The provider must be capable of retrieving mail from post office, opening all
correspondence, balancing contents, direct deposits to the City's bank account, and
transmitted updates/posting to the City of Denton customer accounts.
. The provider must be able to process the following payments:
- I check, I coupon
- 1 check, multiple coupons
- 1 check, I spreadsheet with listing of accounts
- multiple checks, I coupon
- check only
- electronic bill payments
- credit card payments
We cannot process credit card payments in our retail lockbox operation. Credit card
payments are outsorted and forwarded to the City.
.
. The provider must be capable of accepting monthly billing transmission files from the City
to validate each customer account number, occupancy code, owner name, billing address,
and billing amount and prepare a transmission file with validated accounts. Unverified
accounts must be forwarded to the City daily for further research.
Wachovia can accept a file with various data fields but we can only match on the
infonnation contained in the OCR scan line. In other words we would not be able
validate name and address.
. Provider must have the capabilities of converting checks to ACH payments for priority
processing.
. Provider must be capable of accepting monthly stop payment files which will include a
listing of accounts that the City will not accept payments on.
. The provider must have the capability to sort out coupons identified for special processing
(Plus One Program, Over-65 Exemption, etc).
Wachovia can sort out coupons identified for special processing (Plus One Program,
Over-6s Exemption, etc, if there is a mark sense notation on the coupon to automate
this process.
.
. The provider must provide the City all miscellaneous correspondence received through
lock-box (Le, address changes, payment extension requests, etc), bill stubs/coupons, and
nonprocessable payments within 24 hours.
Wachovia Bank, National Association - City of Denton RFP 3482
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. The provider must submit separate daily and monthly reports, indicating the number of
pieces received and the total revenue deposited for both the utilities and tax accounts.
Wachovia's retaillockbox reports are on a daily basis, not monthly.
. The provider must have the capability to transmit data and images electronically through a
billboard or web application, on a daily basis, by I :00 p.m., in order to expedite cash flow
and update customer accounts..
. The provider must designate a dedicated on-site contact person for research and issue
resolution.
. The provider must provide same day on-line viewing of all check images.
Images are available on a next day basis - 7:t:XJ am CT. Exception items are available
for viewing on a same day basis if identified through a separate que and the City is
using Wachovia's Client Decisioning service.
. The provider must have the capabilities to return payment envelopes.
Payment envelopes can be forwarded to the City. Envelopes will be in a plastic bag as
they are dropped from the high speed opening equipment. There is a surcharge for
this service.
. Provider must be capable of providing daily e-mail reports and on-line detailed viewing of
deposit adjustments and returned checks.
G. Pavment for Services
The City intends to pay for all account services provided by the Bank as set forth in Section V. B. The method
expected to be nsed for the payment of these services is the direct payment method. The Bank should debit the
appropriate account on a monthly basis. The City will require an account analysis each month which will clearly
show volume counts, fees charged, and total price for servicing the account. The account analysis should also
show avemge ledger balances, average uncollected funds. and average collected balances, interest rates and the
amount of interest paid or credited to the account. These fees are not subject to change for the length of this
account. Please submit a sample of the monthly account analysis statement that will be provided and paid
monthly. Please submit a sample of the safekeeping account analysis.
Wachovia uses direct debit as a means of payment collection for services provided to
the City. The Account Analysis statement includes all items mentioned above, including
safekeeping, and is provided monthly to the City. A sample Account Analysis
statement is provided under Tab 1 of the Appendix.
H. Collected Funds Definition
The City desires to receive same day credit for all funds deposited by 3:00 p.m. The funds should be investable
for any investment transactions that can be executed. If not invested, the funds should eam interest at the rate
being paid for Super NOW accounts. Please attach availability schedule. Use a separate attachment if necessary.
Wachovia offers same-day credit on funds deposited through Wire Transfer and ACH
transactions. ACH and Wire Transfer credits are available for investment in the
Wachovia Baok, National Association - City of Denton RFP 3482
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overnight sweep investments.
For the same-day posting of deposits, deposits should be received in the Wachovia
branch by 4:00 p.m. CT and by 5:00 p.m. CT at the Processing Centers. Cash is available
inunediately and checks generally take at least 1 business day before they become
available.
Please see Tab 2. in the Appendix for a copy of our Availability Schedule.
I. SUDer NOW Rates
Please provide a detailed explanation of the Bank's policy and methodology used in the selling of rates paid on
Super NOW accounts. Also, provide a schedule of all rates paid on Super NOW accounts since January I, 2004.
Specifically indicate if the rates are applied to ledger balances or collected balances. Indicate when the rates
change and if they are based on a market rate such as T-BiJI discount or yield rate. If the Bank proposes to pay
the City a different rate on its Super NOW accounts, indicate that proposal.
Government Advantage Interest Checking is a unique, interest-bearing account that uses
an earnings credit rate (EeR) to offset fees for services used - then pays interest on
additional balances. Here's a summary of how it works:
. At the end of each month, the average positive collected balance is calculated.
.
. Reserve requirements and the balances needed to offset service charges are
subtracted from the average positive collected balance to determine if there are
excess funds to earn interest, which is called net balance available.
. If the net balance available is positive, interest Is calculated and credited to your
account.
ECR is based on the prior month average of the High Auction Discount Rate for the 13-
week T-Bill.
Basis for rates: The rates are based on the prior month average of the High Auction
Discount Rate for the 13 week t-bill. Rates can be found at
http://www.publicdebt.treas.gov/of/of13weeboo6.htm
The Chart on the next page shows the rates paid on Government Advantage accounts
since January 2.004- The Government Advantage rate is based on the prior months
average, so you will know the rate paid for the current month by the 5th business day
of the current month.
.
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Month
.
Jan
Feb
. 8
Mar
Apr
4.68
Jun
JuI
Se
Oct
Nov
Dec 2.08 4.0
J. Other Services
Bank capability to meet the following requirements must be detailed in the proposal. Please note, all the
following requirements must be met for full consideration.
.
J. Point-of-Sale Deoosit Services: The City desires services that will offer the latest in check technology that will
convert paper checks to electronic transactions at the point-of-sale to improve cash flow, minimize
reconciliation efforts, reduce bank fees, and reduce returned checks. Bank capability to meet the following
requirements must be detailed in the proposal.
- Must have late deposit cut-offtimes (8:00 p.m.) and allow for same day credit to the City's Control
Concentration Account.
- Allows for checks deposits to be processed as image repiacement documents, ACH, or both. - Deposit
batches must appear as a single credit to the bank statement for reconciliation purposes.
- Must be able to scan standard-size checks and payment coupons.
- Must have the flexibility to include discretionary data fields for the input of customized infonnation.
- Must have reporting capabilities for standardized deposit reports.
- Images of payments and coupons must be accessible for on-line viewing up to 180 days.
Allows for same day modification to add new user, change authorization levels, and deletion of users.
Provide an explanation of services, identify reduction/increase in fees for this service to those identified in
Section B. Services and Fees for traditional deposit services, cost of hardware, and cost of
implementation and training.
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Wachovia Bank supports POP check eonversion. Through a joint sales allianee with
NOVA Information Systems, we provide sophisticated point-of-sale terminals,
imaging systems and integrated solutions for customers. We use Hypereom and
Verifone Omni terminals eomplemented by the RDM 6000i imager for stand-alone
solutions. We provide integrated solutions including leveraging strategie
relationships with IBM and other point-of-sale vendors and specialists to meet the
distinctive requirements of each customer.
Wachovia provides transaction routing solutions, including the VISA DPS network
and ACH origination. The VISA solution provides eustomers direct aeeess to a bank
DDA for eleetronic eheck authorization and a stand-in ACH service in the event the
DDA is not drawn on a participating (drawee) DDA with the VISA serviee.
You ean subscribe to e-cbeek only services or in combination with a traditional
merchant services aeeount. If the serviee is combined, we offer unique settlement
options, including integrated settlement and ledger eredit to a Wachovia DDA by
9:15 a.m, CT for transactions received by 8 p,m, CT the previous day.
Our serviee includes six processing options and levels of service that can be tailored
to individual requirements. Three of these options include check verification and two
include payment guarantees.
.
1. Verifieation
The authorizing agent makes an aeeept or decline recommendation, based on aeeess
to the demand deposit aecount and/or a third-party risk management database.
2. Conversion
This serviee level provides basic eleetronie check aeeeptanee, without verification or
guarantee. Items are eonverted electronieally for settlement with eomparable risk to
that of paper presentment.
3. Conversion with Verification
A paper check ean be eonverted to electronies by sending an authorization message
to the drawee bank or the third-party authorizing agent. This authorization request
is for the third-party authorizing agent or the drawee bank to verify the probability
that the check will be paid based on information available at the time of the request.
If the drawee bank is a participant in the program, they will reply with an approval
or denial message that may be based on aetual account information and may include
aeeount status and/or funds availability,
.
4. Conversion with Guarantee
Items proeessed at the Conversion with Guarantee level will be guaranteed for
payment by one of two parties, either the drawee bank if they are a program
participant, or a third-party authorizing agent. In effeet, you are purehasing
insuranee on the check in the event it's returned. The drawee bank will guarantee
their items and the third-party authorizing agent will guarantee all cheeks from
nonparticipating institutions. As long as all requirements for aecepting items are met
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and an approval message is returned, you will virtually eliminate all risk regarding
receipt of payment for the check.
5. ECS "Combination" - Conversion Only, Verification + Selective Guarantee
This "Combination" service provides guarantee protection only for checks above a
"threshold" dollar value, which is determined based on the average check amount
handled by the merchant.
6. NSF Processing
Our NSF service allows customers to process NSF fees for checks that were processed
as a conversion or conversion with verification. In the event the original item is
returned as NSF but subsequently paid through electronic representment, the
customer can opt to process a state-allowable NSF charge as a PPD ACH. This service
enables the customer to collect NSF fees in the electronic environment as they do in
the paper environment. Our back-end reporting services provide detail on these types
of transactions, including settlement status to the customer settlement account.
.
Historical information is accessible through the system for the previous six days.
However, if you need book balance, total credit and debit amounts, average book
balance and average collected balances, this information is available through our
Balance History Report which retains data up to 90 calendar days in the past.
Images are available for 7 years on Wachovia Connection@. By downloading
information and storing it on your PC, you can retain the information at your
discretion.
This service accepts standard size checks and payment coupons.
Fees for point-of-sale conversion will be included in the Merchant Services proposal
provided by Wachovia.
2. Positive Pay.
- Must have capabilities to receive daily disbursement file from the City and verify the check
number, check amount, and payee name.
- Must provide daily e-mail Or on-line notification services of daily exceptions
Wachovia can receive a daily disbursement file from the City and verify check number,
amount and payee name using our Payee Match Positive Pay Service. The City
provides Wachovia with payee name along wiih the usual serial number and dollar
amount information. As checks are presented for payment, in addition to matching
serial number and dollar amount, the Bank compares payee information on your
positive pay file to the payee name on the check.
.
Wachovia's Positive Pay services offer automated reporting and response capabilities
using our Internet-based information reporting service, Wachovia Connection@. Any
items received that do not match all of the fields within the City's disbursement file
information or are not within the stale date parameters established will be presented
to the City as exception items through Wachovia Connection@. Positive Pay reports
are also delivered via Wachovia Connection@.
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Please see Tab 15 of the Appendix for additional details on our Positive Pay services.
3. Accounts Pavable/ACH processing. The City desires services that will allow the payment of
city liabilities through ACH processing. Please identify the process, costs, and on-line
reporting/viewing services associated with this process. Demonstration of ACH on-line
services will be required during the Bank Presentations as outlined in section II.
- Must have on-line reporting and viewing capabilities
- Must be able to submit electronic data for both debits and credits
- Must be able to reverse debits and credits
Wachovia offers solutions to the City that will allow the payment of City liabilities
through ACH. We recommend the City utilize Wachovia's Internet-based ACH
initiation service, WebACHieve, to initiate batches of ACH debit and credit
transactions via the Internet. The WebACHieve system offers security levels by user,
type of transaction (i.e. CCD, PPD etc), dollar limits by user and secondary levels for
approval. WebACHieve requires Internet or private network access and one of the
following browsers:
. Internet Explorer 5.5 SP2
. . Internet Explorer 6.0
. Internet Explorer 6.0 SPI
. Netscape 6.2.3
. Netscape 7
For reporting needs, several printed reports are available and samples can be provided
to The City upon request. An ACH Export feature is available that allows the City to
export data from the WebACHieve database in a comma-separated or tab-separated
format.
Please refer to Section B, Services and Fees, Automated Clearing House for the
WebACHieve fees associated with this service. Additional details on our WebACHieve
Service is provided under Tab 8 in Appendix, Automated Clearing House Services.
Wachovia welcomes the opportunity to provide a demonstration of our WebACHieve
Service during Bank Presentations.
4. Depositorv Services Requirements. Bank capability to meet the following requirements must
be detailed in the proposal. Please note, all the following requirements must be met for full
consideration.
.
- Bank Statements must be available on the 5th working day.
Bank statements showing overall monthly account activity are mailed within five (5)
business days after the statement cutoff date.
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The City can also retrieve account statement information through Wachovia
Connection@ the day following the statement cutoff date. These reports provide
detailed, historical account information that reflect beginning book balance, description
of each item, amount of each item and an ending book balance.
- Wire Transfers detailed information must be noted on the bank statement and
accessible through on-line reporting services.
Wire Transfer information is noted on Wachovia's bank statement.
Real-time information is available on incoming and outgoing wire transfer
requests via Wachovia Connection@ our Internet-based information reporting
system. The City can also receive real-time proactive e-mails to any e-mail
addressable device alerting them about key incoming or outgoing wires.
Wachovia provides current-day wire reports that contain the following detailed
information:
.
. control number
. Fed reference number
. amount, originator or beneficiary
. time received or released
. sending or receiving bank information
. payment information
- ACH detailed information must be noted on the bank statement and accessible through on-
line reporting services.
ACH transaction information is noted on Wachovia's bank statement.
The City can retrieve detailed ACH transaction information through Wachovia
ConnectionGil. Information is available at a summary or detail level. ACH information
provided on current-day reports includes: Amount, Effective Date, Originating Company
Name, Originating Company m, Originating Bank, Receiving Company Name, Standard
Entry Class and Original and Current Trace Numbers.
ACH information provided on previous-day reports includes: Amount, Effective Date,
Originating Company Name, Originating Company ID, Standard Entry Class and Trace
Numbers.
- Credit Card Merchant ID's must be noted for deposits, adjustments, and chargebacks on the
bank statement and accessible through on-line reporting services.
.
Credit Card Merchant ID's are noted for deposits, adjustments, and chargebacks on
Wael1ovia's bank statement.
The City can retrieve Credit Card Merchant m's for deposits, adjustments, and
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chargebacks on-line through Wachovia Connection@ 's previous and current day
reporting.
- Deposit Slips must be serialized and must provide location identification numbers.
With Wachovia's Deposit Reconcilement Service deposit tickets can contain an
auxiliary MICR field for location identifiers. The MICR field is 10 digits long and the
location identifier can use up to eight of the 10 digits to assist you in tracking deposits
by location.
- Deposits must include the serialized numbers and location identifications on the bank
statements and on-line reporting services.
With Wachovia's Deposit Reconcilement Service, deposit locations are identified on
bank statements, deposit reconciliation reports, and are also available on-line through
previous day reporting via Wachovia Connection@.
- All deposit adjustments, returned checks, etc. noted on the bank statement and on-line
reporting services must include original deposit information (serialized deposit slip number
and location identification).
.
Wachovia provides the original deposit information on all deposit adjustments,
returned checks, etc. as noted on the bank statement. The information provided for
deposit adjustments includes the adjustment amount, location number, deposit amount,
deposit date and the description of adjustment on all deposit adjustments.
- Must receive daily notification of all ACH rejects, returned checks, deposit adjustments, etc
by fax, e-mail, and on-line notification services.
Wachovia Connection@ provides fast and convenient on-line access daily to detailed
information on returned debit and credit items and any deposit adjustment made to the
City's accounts. Information is consolidated to include ACH and paper items in an easy
to read format. This report also includes ACH notifications of change (NOC).
- Must receive reconciliation files electronically
Wachovia can accommodate reconciliation file delivery via direct transmission
(dedicated lines and dial-up), Value Added Network (VAN), Virtual Private Network
(VPN) and Internet capabilities, including Web Page, FTPjPGP and Secure FTP Client.
5. Please specify any other services available to the City of Denton which may be thought to be
beneficial or that may apply to the City. State all related fees.
.
In addition to the services addressed within this proposal, the following services may be
of benefit to the City of Denton. Additional information and pricing on these services is
included in the Appendix and on the following pages.
Wachovia Bank, National Association - City of Denlon RFP 3482
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. Remote Deposit Capture (RDe) - See Tab 13 of the Appendix
. DropBox ARC - See Tab 13 of the Appendix
. Direct Pay, Wacbovia's Payroll Card - See Tab 14 of the Appendix
Remote DeDosit Canture (RDC) Services
Wachovia's Remote Deposit Capture Service will provide the City with the ability to
turn paper checks into images, prepare an electronic deposit and submit the
transmission(s) from a remote location, for deposit into a consolidated account at
Wachovia. With a small desktop scanner, a PC, an Internet connection and Wachovia's
Remote Deposit Capture software, the City can speed the delivery of check deposits by
eliminating manual deposit ticket preparation, check list and the trips to the bank to
deposit checks.
The Wachovia Advantage
Our service offers the City a turnkey solution equipped with courtesy and legal amount
recognition (CARjLAR) allowing you to:
. Capture the front and back image of each check with one pass.
. Properly endorse each item during the scanner capture pass.
. Automatically prepare your deposit and verify image quality before your
transmission is sent.
. Securely transmit your daily check deposits to the Bank. Transmissions can
be sent 24/7.
. Provide account posting information for input to your receivables system.
How Remote Desktop Capture Works
. Your local office creates an electronic deposit by scanning each check - using
Wachovia's software and a desktop scanner.
. You balance the deposit dollar amount to the sum of the scanned checks.
. The deposit is then electronically transmitted to Wachovia through a secure
Internet transfer, You receive an acknowledgment of the deposit when
received by Wachovia.
. Once image quality and account numbers have been verified, Wachovia
determines the appropriate clearing channel for each check image - image
exchange or image of substitute checks - and then assigns float and posts the
deposit to your account. To receive same-day ledger credit on deposits, The
City can transmit deposits up until 6:00 p.m. CST.
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DrooBox ARC
Dropbox ARC is a fast, easy, inexpensive and secure way to convert paper dropbox
checks to ACH debits:
Features
. Each transaction is entered into the Dropbox ARC database and is viewable
on line for two (2) years.
. Retom items automatically flow back to your account; they can be
automatically redeposited or reviewed first and then redeposited.
. Reports (customizable, could require custom programming)
. Automatic updating of A/R is possible
Speed
. Paper checks can be ioImediately converted to electronic transactions and
processed through the banking system the same day.
. Money is moved through the ACH with funds automatically credited the next
business day to your account.
. Dropbox ARC provides rapid electronic notification of returned items.
Returns come back at the speed of ACH and not at the speed of paper, usually
within 24 to 48 hours.
.
Ease
. All money is automatically credited to your company's bank account at
Wachovia without a need to open new accounts or change banking
relationships.
. It can be set up within days and requires no systems development. Dropbox
ARC runs on the Internet so there is no need to deploy or update customer
software. Ouly requirements are Windows 2000 or higher, Netscape Navigator
or Internet Explorer 4-0 or higher, and high speed internet access (ISDN or
DSL). An RDM scanner/imager is also required.
. You can specify the maximum dollar size and frequency of a transaction to
minimi2e errors.
.
Low cost
. It is a tornkey system with no systems development.
. There is no complex setop process or lengthy training.
. Dropbox ARC eliminates the cost of going to the bank with a daily deposit.
Security
. Money can be sent only to authorized receivers and bank accounts.
. All Internet sessions are secured so data is not exposed.
. Banking information is validated against BankServ's proprietary databases
and other third-party databases.
. Scanning a MICR line is easy. However, only an expert in electronic payments
can convert the MICR line to an ACH transaction that will post accurately.
. Dropbox ARC is compliant with the rules established by NACHA.
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Input
. MICR line information is scanned (i.e. Originator's ABA, Account Number,
Check Number)
. Dollar Amount is the only REQUIRED manual input
. Other input fields are available and customizable, but not required for
processing (useful for reports and A/R updating)
Restrictions
. Personal checks only, no Commercial checks or Money Orders
. Must destroy checks within 14 days of settlement date
. Notification must be provided to the consumer prior to each payment
Direct Pav. Wachovia's Payroll Card
Direct deposit is one of the most effective and efficient ways to reduce your payroll
expenses. Wachovia Direct Pay @ is a Visa-branded pre-paid debit card product that
allows
you to deposit your employees' net pay via ACH. Your employees can then access their
funds at ATM and point-of-sale facilities using a payroll card.
.
Haw You Can Benefit
Reduced Payroll Administration Expenses - Reduce check issuance, processing and
handling costs as well as the costs associated with express-mailing checks.
. Reduced Check Fraud - The federal government estimates that more than
four million paychecks are lost or stolen each year. And FBI studies show that
2,000 fraudulent checks are cashed each day in the United States.
. Increased Participation in Payroll Direct Deposit - Especially for those who
do not
qualify or want a traditional checking account.
. Increased Productivity- No need for your employees to take long lunch
breaks to stand in line at a bank branch on payday, and they no longer have
to walk around carrying the entire check amount. Plus, the money is available
to access even when your employees are on vacation on payday.
. Additional Employee Benefit - Direct Pay gives your employees a convenient
way to
securely access their pay 24 hours a day, seven days a week.
.
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The WachoviaAdvantage
. Two Ways to Receive Statements - Direct Pay statements are delivered via
the mail, but cardholders can opt to receive their statements online.
· Vast Visa Debit Merchant System - Direct Pay is accepted at over 1.2 million
locations worldwide. There are also over 800,000 ATMs in the Visa Plus
network.
· Easy Access - Cardholders can access account information 24 hours a day via
the Web, by speaking directly to a customer service agent or via Interactive
Voice Response (IVR).
. Management Reports -You have access to reports that allows you to track
the success of your direct deposit campaigns, as well as other statistics and
card portfolio information.
VI. SAFEKEEPING/COLLATERAL REQUIREMENTS
A. Securities Pledged
.
As security for the deposits of the City of Denton, the Bank shall pledge to the City securities
equal to the largest total ledger balances the City of Denton maintains in the Bank.
Certificates of deposit and other evidences of deposit shall be collateralized at 102% of
market wi1hlby U.S. Treasury Bills, Notes, and Bonds or any other securities approved by the
Chief Financial Officer with a remaining maturity of five years or less. The securities so
pledged, the amounts thereof and the time for pledging same must satisfy the requirements of
Texas Local Government Code Chapter 105, as amended. Additionally, U.S. Treasury
securities shall be the primary securities accepted as collateral.
Wachovia agrees to collateralize 102% of the City's deposits with U.S. Treasury Bills.
However, the securities may or may not have remaining maturities of five years or less.
The Bank is not presently able to monitor the securities in order to make representations
to this effect.
The City is required to notify the Bank of any unusual or large deposits by 11:00am CST
in order to insure appropriate collateral coverage.
B. Collateral Substitutions
.
Any substitutions of the securities or reductions in the total amount pledged may be made
only by and with proper written authorization approved by the City Manager, the Assistant
City Manger, or Chief Financial Officer, or his designated representative. In the case of
reduction, the Bank must provide in writing that collateral will be available when needed to
meet normal City balance increases throughout the year. The City must approve all securities
pledged. Any state or local government bonds pledged must have a rating of at least A or Al
or better by Moody's Investor Services or Standard & Poors Corporation.
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C. Custodian of Collateral
Securities pledged as collateral must be retained by a third party custodian, that is, a
subscriber to the Fed Security Wire, and held in joint safekeeping for the Depository and the
City. The custodian must be approved by the City and be:
. a state or national bank domiciled in Texas,
. a federal home loan bank, or
. a Federal Reserve Bank or branch of a Federal Reserve Bank.
The City shall be provided the original safekeeping receipt on each pledged security which
will be ftled with the Chief Financial Officer of the City of Denton. Written release by the
City is required for all releases or substitutions of pledged accounts.
The securities pledged as collateral will be retained by the Federal Reserve Bank of
Boston,
D. Reoortinl! Reauirements
.
The Bank shall provide the City a report of securities pledged on a monthly basis or at any
time requested by the City Manager, Assistant City Manager, Chief Financial Officer, or a
designated representative. This report should reflect the following information as of the end of
each month and be delivered to the City by the 51h of each month.
Total pledged securities itemized by:
. Name
. Type/DescriptionlCusip Number
. ParValue
. Current Market Value
. Maturity Date
. Moody's or Standard & Poors Rating (both, if available)
Wachovia can provide a monthly collateral report that will have a recap of the daily
aggregate bank balances compared to me Market Value of the collateral Pledged. If the
City requires the details of the collateral by individual security, mat will be available
from the 3rd Party Custody Agent (Federal Reserve Bank -Boston), The Federal Reserve
does not provide ratings or Market Values. Wachovia will provide Market Values on an
aggregate basis but not on an individual security basis. Please see a sample of the
monthly collateral report that the City will receive from the bank under Tab 3 of the
Appendix.
.
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E. Eli~ble Securities The following investment securities
are approved for collateral:
I. United States Treasury notes, bills or bonds or obligations fully and unconditionally
guaranteed as to principal and interest by the full faith and credit of the United States;
2. Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation
or Federal National Mortgage Association; and
3. FDIC coverage.
The City will not allow Government National Mortgage Association securities or any other
asset backed/pooled type securities as collateral.
These items constitute the ouly acceptable means of collateralizing the City's deposits. The
securities must be held in safekeeping by a third party financial institution pursuant to a
safekeeping agreement signed by the Depository Bank and the City. Repurchase agreements
are not acceptable as collateral to the City of Denton.
F. Safekeeoing RCQuirements
.
The securities pledged shall be held in safekeeping by a separate and different Bank other than
the depository Bank. The original copy of all safekeeping receipts shall be filed with the Chief
Financial Officer of the City of Denton. The City will reimburse the depository Bank for any
safekeeping charges, if any. Specify the safekeeping charges that will apply: S2~ ocr month.
The City, Depository Bank, and the Safekeeping Bank shall operate in accordance with a
master safekeeping agreement signed by all three parties. The safekeeping agreement must
clearly state that the Safekeeping Bank is instructed to release the collateral securities to the
City if the City has determined that the Depository Bank has failed to pay on any accounts, or
is in default of this agreement, or the City has determined that the City's funds are in jeopardy
for whatever reason including involuntary closure or change of ownership, and if the
instructions for release have been fonnally requested by the City Council by ordinance or
resolution.
A copy of the safekeeping agreement and the name of the safekeeping Bank to be used in the
event you are awarded the Bank Depository Agreement must be submitted with the proposal.
Please see Tab 11 in the Appendix for a copy of the safekeeping agreement.
G. Maximum Amount Offered
.
Please state the maximum amount, if any, of pledged securities which the Bank is willing or
able to commit for collateralized Super NOW accounts throughout the contract period above
the $1,000,000 minimum requirement. 519,000,000.00 above the required 51,000.000.00.
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H. City to Handle Investments
The City of Denton will be responsible for handling the investment bidding process. The
Depository Bank, along with any eligible financial institution shall be included in the bidding
process as deemed appropriate and in accordance with the City's investment policies.
I. SafekeepinalWire Services
Bank capability to meet the following requirements must be detailed in the proposal. Please
note, all the following requirements must be met for full consideration.
.
- The Depository may act as transfer agent for some or all security transactions undertaken by
the City. All transfers made shall be executed delivery versus payment, (i.e. payment shall not
be made until the security is received).
- The Depository must have the capability of executing on behalf of the City: physical; DTC;
and Federal book entry security purchases and sales through the Federal Reserve Bank or a
New York correspondent bank.
- The City requires that security purchase and sale instructions be transmitted to the
Depository through a web-based application (on-line).
The City also requires the ability to review the status of security transactions
on-line.
- Controls for securities clearance will be established by mutual agreement.
- Please enclose a proposed security clearance/custody agreement with your RFP.
Please see Tab 11 in the Appendix.
- Safekeeping confirmation of all City security transactions will be issued and mailed to the
City within two business days of settlement and must be available on a web-based application
for exporting/downloading.
- Written communication of all security call and put option notices will also be e-mailed or
faxed to the City as soon as the Depository receives the notice.
- A monthly report listing all City securities held in safekeeping will be mailed to the City
within seven working days of the end of each month. The report must be available on a web-
based application for exporting/downloading.
J. Interest Rates Paid - Certificates of Deposit
The City may choose to invest in the certificates of deposit in the depository Bank or any other
eligible financial institution. The depository Bank agrees to accept time deposits from the City
for investment purposes in the form of certificates of deposits in varying amounts and
maturities at rates determined by the depository's competitive bid as submitted in accordance
with periodic competitive bid solicitations conducted by the City.
K. Interest Rate Calculations
.
Interest on all certificates of deposit shall be computed on an actual day basis (365), and the
interest will be paid to the City on the maturity date. Interest calculations will include the first
day in the investment period but will not include the day of maturity. Payment will be made by
crediting the Bank account.
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VII. OVERDRAFTS
A. Defini1ion
The City does not intend to have a net overdraft position throughoU1 the course of the contract.
An overdraft is defined as a negative demand balance in the City accounts collectively, not by
individual account.
B. Terms
Should an overdraft occur in the aggregate, the following stipulation shall apply:
I. The maximum number of days the overdraft will be allowed is 2 davs .
2. The maxintum amount of the net overdraft to be allowed will be 52.000,000.00 (two
million dollars ).
3. The interest rate charged for overdrafts will be Wachovia's Prime Rate per annum
computed on the actual day basis.
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VIII. INFORMATION SERVICES
A. Account Reconciliation
The City will process its own reconciliation for its accounts but requires data as follows:
1. Monthly statements on all accounts showing overall activity shall be mailed within five (5)
working days after 1he close of the calendar month. Statements shall include deposits made
on the last day of the period. The accompanying checks shall be arranged in ascending
numerical order for the Control Concentration Account which will include operating
checks and payroll checks. All other account statements should include debit/credit advices
which the City will be responsible for placing in numerical order. The City requires a report
reflecting all items paid in serial number sequence, which is balanced to the Bank
statement (partial account reconciliation). (please provide a sample monthly statement
with your RFP).
Please see Tab 15 of the Appendix for a sample monthly statement.
Bank statements showing overall monthly account activity are mailed within five (5)
business days after the statement cutoff date.
.
Through Wachovia's Serial Sort service, the Control Concentration Account checks
are sorted by serial number in ascending number order.
At the end of the City's statement period, paid checks and accounts debits are
balanced to the City's bank statement through Wachovia's Paid Only Reconcilement
Service. Hard copy reports are printed listing checks in serial-number or paid date
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order and showing miscellaneous debits/credits and adjustments. Bank statements
and Paid Only Reconcilement reports are also available to be viewed and/or
downloaded through our Account Reconcilement web-based reporting service
ARPWebAccess.
Please refer to Tab 15 of the Appendix for additional details on our Paid Only
Reconciliation and ARPWebAccess services. Sample reports and a sample bank
statement can be found under Tab 1 of the Appendix.
2. The Depository shall also provide the City with a computer file of the transactions for each
account. The file is to be transmitted by modem, tape/disk, or e-mail. Requirements for the
file will be provided at a later date. A computer printout of all activities should accompany
the computer file. Each debit or credit item, other than checks, deposits, or wire transfers,
shall be supported by a written explanation identifying such item.
Wachovia can provide an electronic transmission of the City's account transaction
information through our Data Transmission Service. Information can be sent to the
City at any time of the day or night and an e-mail notification is used to notify the
City when a transmission is ready to be retrieved from Wachovia's file bank. This
transmitted data can then be downloaded from and uploaded to your systems.
Please refer to Tab 16 of the Appendix for further details about our Data
Transmission Services.
B. Check Safekeeping Service
All paid checks shall be returned to the City monthly along with the monthly statement. In
addition to the return of the checks, all checks shall be captured monthly on a compact disk (2
copies) and sent to the City. This process should allow the City to search for cleared checks
and print the image of a cleared check. The checks returned in the monthly statement do not
require sorting, as long as the compact disk images are available. Please include any software
cost associated with this service in the fee schedule section. The City may require a
demonstration by the Depository of this service.
Paid checks can be returned to the City monthly with the bank statements. All of the
City's paid checks are captured and stored in our image archive for seven years.
Wachovia's Check Image Services can provide the City with check images monthly via
CD ROM. In addition, this service provides the software to manage the CD ROMs.
Please refer to Section B. Services and Fees, Disbursement Services for the fees
associated with our Check Image Services and see Tab 9 of the Appendix for detailed
information about our Check Image Services.
Wachovia welcomes the opportunity to provide a demonstration of our Check Image
CD ROM Service during Bank Presentations.
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IX. OTHER STIPULATIONS
A. Regulation Notices
The Bank will notifY the City in writing within ten (I0) days of any changes in Federal or
State regulations or laws that would thereafter affect the depository agreement. The Bank
shall also notifY the City of any new services that become available to the City throughout the
contract period.
B. Wire Transfers
The City shall submit all outgoing wire transfers to the Depository according to its published
cutoff times established for current customers. The Depository shall maintain wire transfer
facilities to the Federal Reserve Bank for investment purchases or sales and other transactions
with financial institutions. Written confirmation of such transactions will be provided to the
City and a duplicate copy of the debit or credit shall be furnished to the City within twenty-
four (24) hours. Notification to the City of incoming wire transfers or problems with outgoing
wire transfers shall be made within one (I) hour of the transaction.
.
The City requires that aU outgoing wire transfers be released within one hour. In
addition, all wire transfers (both incoming and outgoing) must be properly noted on the
bank statement. (i.e., Wire Transfer- State ComptroUer).
Transaction information is provided on the bank statement, as shown on sample bank
statement under Tab 1 of the Appendix. Additional comprehensive transaction detail is
available online through Wachovia Connection. This can be demonstrated for the City
upon request.
The Chief Financial Officer or the Treasury & Tax Manager will authorize all wire transfers
on behalf of the City. In the event of computer problems or other unexpected dificulties, the
Depository shall use whatever means necessary to ensure that the City's oulgoing wire
transfers are completed on the date specified through City initiated instructions.
C. Debit and Credit Adjustments
The City requires that. a copy of all debit and credit adjustments be faxed or emailed to the
Controller with supporting documentation, as the entries are made throughout each month.
The documentation must include reference to the original deposit slip number and location
identifier. The City's monthly statement should also include a copy of all debit and credit
adjustments. Adjustments should include descriptions, dates, and amounts in order for the
City to properly adjust its books. The City shall not be responsible for the cost of credit and
debit adjustments necessitated by Bank.
D. Account Balances
.
The Bank shall have a means of contacting the City prior to 9:00 a.m. each business day to
give the ending ledger balances for all accounts from the previous working day.
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E. Bank Statements
Bank statements or statement activity shall be rendered by the fUth working day after the
close of the calendar month. The statement must include deposits made on the last day of the
month. The accompanying checks must be arranged in numerical order.
In addition, the City requires that all transactions (customer deposits, credit card
deposits, cbarge backs) must be noted with a location name or unique identifiable
number on the bank statements.
Although the sample statement provided under Tab 1 of the Appendix does not show
this transaction detail for deposits, It is available with use of deposit reconcilement
location identifiers. Additional comprehensive transaction detail is available through
Wachovia Connection.
F. Right to Audit Records
The Banks' records rela1ing to the City of Denton accounts shall be open to review by either
City staff members or City-appointed independent auditors during normal business hours.
G. Financial Reoorts
.
The Bank will submit a copy of the last audited annual financial statements and the
subsequent quarterly supplements along with an annual year end uniform Bank Performance
Report.
Please see Tab 20 in the Appendix of the original bid response binder for a copy of the
last 2 call reports. Otherwise, this information can be found at www.wachovia.com.
Please see Tab 21 of the Appendix for a copy of the annual financial statement.
H. Investment Extension Period
The Bank agrees to honor and continue any investments made during the term of the
depository contract that will mature after the expiration date of the depository agreement at
.the same rate established before the expiration of the contract. The investment extension
period will not exceed ninety (90) days.
I. Bank Failure
Should the Bank fail, close, or be forced into reorganization during the term of this contract,
City reserves the right to cancel the contract and re-bid for City's depository services.
.
J. Research Requests
The City requests that all research requests be turned around within three (3) business days of
the request.
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K. Returned Items
All checks deposited by the City that do not clear the first time, should be submitted a second
time before returning them to the City. Returned checks that do not clear on the second attempt
shall be returned to the City within two (2) business days. The City shall receive same day
telephone or e-mail notification of all return items in excess of $5,000.
Wachovia has a flexible return instruction application that allows customization of
return procedures. Procedures can include resubmitting the returned check for payment
before charging it against the depository account or charging the return to an alternate
account. Other special handling options include:
. Photocopy of the return item
. Delivery to multiple locations
. Capture of additional information from memo field of check
. Special mailing and delivery methods
. Fax notification
1. Transition Schedule
Please provide a schedule documenting the transition of transferring the City's banking
services from the current Depository to your iostitution.
.
Please see Tab 12 of the Appendix for a copy of the Transition Schedule.
X. PROPOSAL INSTRUCTIONS
A. Date. Time. Location
Sealed proposals clearly marked "Proposal for Bank Depository Agreement" should be delivered to the
Purchasing Division located at the City's Service Center, no later than 2:00 p.m., April 4, 2006 to the attention of:
Tom Shaw
Purchasing Agent
901-B Texas St.
Denton, Texas 76209
NO PROPOSAL WILL BE RECE IVED AFTER 2:00 P.M.
A. Resnonse to the Bid
.
The proposing Bank should use this Bid form to submit rates and to answer questions wherever possible.
However, any point that the Bank cannot agree with should be clearly noted with attachments which explain this
disagreement. Please reference the section and paragraph in these cases. Also, please clearly restate the question
when supplying answers on any supplemental pages.
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B. Additional Information
The City reserves the right to request additional information or to meet with representatives from proposing
organizations to discuss points in the proposal before and after submIssion, any and all which may be used in
forming a recommendation.
If the City decides that it would like to see a presentation and demonstration of
Wachovia capabilities, our team is available to do so on Thursday, April 13, 2006, at
2:00pm or later. We would be happy to make adjustments to our schedule if this time is
not available. An Internet connection and projection screen would be useful for the
presentation and demonstration as well.
C. Rieht to Reiect Bids The City reserves the right to reject any and all proposals.
XI. OTHER MISCELLANEOUS
A. Periodic Review
.
The City of Denton shall require a review meeting at least once every six months to evaluate
the working relationship between the City and the depository Bank. The objective will be to
address any problems and to seek a responsible solution. More frequent meetings may be
called if necessary.
B. City Council Action
The fmal appointment of a depository Bank will be made by City Council of the City of
Denton.
C. Bid Advertisement
This Bid will be duly advertised and is being offered for consideration to all financial
institutions inside the corporate limits of the City of Denton, as permitted by state laws.
D. Designation of Individuals
Upon being awarded the contract, the depository Bank shall designate, in writing, an
individual to be the official contact person for all correspondence. The City of Denton shall do
the same. The Depository Bank shall be responsible for training and communicating the terms
of this contract to Bank employees.
.
XII. SUBMISSION CHECK
A. "Bid" with fill-in-the-blank format. Please note, all of the requirements/information requested
in this proposal must be met for full consideration.
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B. Sample bank statement (must show city requirements IX B & E).
Although the sample statement provided under Tab 1 of the Appendix does not show this
transaction detail for deposits, it is available with use of deposit reconcilement location
identifiers. Additional comprehensive transaction detail is available through Wachovia
Connection.
C. Availability of funds schedule.
Please see Tab 2 ofthe Appendix.
D. Money Market Fund prospectus if applicable.
Not Applicable.
E. Sample monthly collateral report.
Please see Tab 3 of the Appendix.
F. Sample safekeeping agreement with the Federal Reserve Bank for collateral.
Please see Tab 4 of the Appendix.
.
G. Sample safekeeping agreement with Depository Bank for the City's investment securities.
Please see Tab 11 of the Appendix.
H. Sample controlled disbursement agreement.
Please see Tab 19 ofthe AppendiL This agreement is included in Wachovia's Depository
Agreement.
l. Sample wire agreement.
Please see Tab 5 of the AppendiL
J. Sample stop payment agreement.
Please see Tab 19 of the AppendiL This agreement is included in Wachovia's Depository
Agreement.
K. Sample account analysis statement.
Please see Tab 1 of the AppendiL
.
L. Annual fmancial statement of the Bank along with the last two quarterly FDIC call reports
Please see Tab 20 in the Appendix of the original bid response binder for a copy of the
last 2 call reports. Otherwise, this information can be found at www.wachovia.com.
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Please see Tab 21 of the appendix for a copy of the annual financial statement.
M. Reference list of agencies currently using your institutions lock-box services.
City of Hollywood Florida
Ms. Doreen Lam
Dept. of Finance
P. O. Box 229045
Hollywood, FL 33022-9045
(954)921-3232
City of Boca Raton
Carol Himes, Treasury Manager
201 W. Palmetto Pk. Rd.
Boca Raton, FL 33432
(561) 393'7833
City of Reading
Ryan Hottenstein, Finance Director
815 Washington St.
Reading, PA 19601
(610) 655-6401
N. Reference list of agencies currently using your bank depository services
City of Norwalk, Connecticut - pop. approx. 83,000
Frederic Gilden
Comptroller
125 East Ave.
Norwalk, CT 06856-5125
203-854-7711
City of Marietta, Georgia - pop. approx. 59,000
Ms. Beth Keller
Treasury Manager
205 Lawrence Street
Marietta, GA 30060
770-794-5548
Email: ekeller@mariettaga.gov
City of New Haven, Connecticut - pop. approx. 124,000
Helen Pertesis
Treasurer
200 Orange Street
New Haven, CT 06510
203-946-6700
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O. Reference list of agencies currently using your credit card services
This information will be provided in the Bank's response to the City's Request for Best
Value Bids for Merchant Services, Bid # 3490.
P. Sample daily lock-box transmission reports.
Please see Tab 6 of the Appendix.
Q. Sample monthly lock-box activity reports.
Please see Tab 6 of the Appendix.
R. Transition schedule
Please see Tab 12 of the Appendix.
S. A demonstration of all on-line and desktop depository services as outlined in this bid will be
required during the bank presentations noted in section II. Calendar of Events.
.
If the City decides that it would like to see a presentation and demonstration of Wachovia
capabilities, our team is available to do so on Thursday, April 13, 2006, at 2:00pm or later.
We would be happy to make adjustments to our schedule if this time is not available. An
Internet connection and projection screen would be useful for the presentation and
demonstration as well.
T. Complete Exhibit B, Bank Bid Questionnaire.
.
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EXHIBIT A
DEPOSITORY SERVICES CONTRACT
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STATE OF TEXAS 9
COUNTY OF DENTON 9
9
ARTICLE 1. SELECTION AND TERM
, hereinafter referred to as "Depository" at
Denton, Texas , a bank located in the State of Texas and the deposits of which are insured
by the Federal Deposit Insurance Corporation, was duly selected in compliance with the terms and
provisions of Tex. Loc. Gov't Code Ch. 105, Tex. Loc. Gov't Code 9131.903, Tex. Tax Code
96.09, and all other applicable laws, by the City Council of the City of Denton located in Denton
County, Texas hereinafter referred to as "City" to serve as the depository of the funds of City. The
action of the City Council was duly taken and the Depository is to serve pursuant to this Contract
for a period of two years, beginning June 1,2006 and ending May 31, 2008. Provided, however,
that this Contract may be extended for up to three additional one-year terms at the request of the
Depository and upon the approval of and sole discretion of the City through its City Council.
Depository also agrees that the City shall have up to 90 days from the date the City Council
designates it as the City's depository to transfer all municipal funds covered by this Contract from
its current depository to Depository. Under no circumstances shall the term of this Contract extend
beyond May 31, 20ll or the maximum term allowed by law. It may be sooner terminated by
Depository's failure to adhere to all requirements of this Contract.
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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 defmed or referred to in Tex. Loc. Gov't Code
9105.031, 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. lOS, 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 furtherthat:
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1 The approved securities shall be of the kind defined or referred to in Tex. Loc. Gov't Code
9105.031 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 shaIl 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
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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 faithfuIly 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 offunds 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. I 0 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 all approved securities pledged
pursuant to this Depository Contract in City. City is hereby empowered to take possession of and
sell any and all of such pledged approved securities, to the extent not forbidden by law, whether in
safekeeping at another bank or in possession of City, and City is specifically so empowered by
Depository.
8 Wachovia has added a comma to the first sentence of this section for clarification.
SpecificaIly, "the City hereby designates Depository,".
Depository agrees that it will act, and the City hereby designates Depository, as its primary
depository, with both parties agreeing that all funds herein shall be deposited and invested in
compliance with all applicable local, state, and federal laws including, but not limited to, the
Depository for Municipal Funds Act, Chapter 105, 9105.001-105.092 of the Texas Government
Code (V.A.T.C.S.); the Collateral for Public Funds Act, Chapter 2257,92257.001-2257.083 of the
Texas Government Code (VAT.C.S.); the Public Funds Investment Act, Chapter 2256,92256.001-
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 shaI1
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.
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9 Depository shall, in return for the City depositing its funds in the Depository, provide
professional banking services as an independent contractor for the charges as set forth in the
Depository's application dated , which application is attached hereto as Exhibit
"B" and made a part of this Contract for all purposes.
10 Depository shall perform all those banking services set forth in Exhibit "A"; its application
attached hereto as Exhibit "B"; and the City's Request for Applications for the Performance of
Depository Services, which is attached hereto as Exhibit "c" and made a part of this Contract for all
purposes. In case of conflicts between this Depository Contract and the aforementioned exhibits or
in case of a conflict between such exhibits, the conflict will be resolved as follows: First, this
Depository Contract controls over all exhibits; second, Exhibit "A" controls over Exhibits "B" and
"C"; third, Exhibit "C" controls over Exhibits "B".
11 Depository shall (a) keep the municipal funds covered by this Contract, (b) perform the
duties and obligations imposed on the Depository by law and under this Contract, (c) pay on
presentation all checks drawn and personally payable on a demand deposit account with the
Depository, (d) pay all transfers properly payable as directed by the designated employee or officer
chosen by the city, ( e) provide and maintain security at the level required by Tex. Gov't Code Ch.
2257, and (f) account for municipal funds as required by law.
B. Wachovia believes this section is no longer necessary and suggests that it be
removed. Depository warrants that each computer, hardware, software, and firmware product or
equipment utilized by Depository to deliver financial and depository services under this Contract
shall be able to accurately process date data (including, but not limited to, calculating, comparing,
and sequencing) from, into, and between the twentieth and twenty-first centuries, including leap
year calculations, when used in accordance with the product documentation provided by
Depository, provided that all other interfaces (e.g., hardware, software, firmware) used in
combination with such product properly exchange data with it. If this Contract requires that the
Depository's equipment or products must perform as a system in accordance with the foregoing
warranty, then that warranty shall apply to Depository's products and equipment as a system. The
duration of this warranty and the remedies available to the City for breach of this warranty shall be
as defined in, and subject to, the terms and limitations of Depository's standard co=ercial
warranty or warranties contained in the contract(s), provided that, notwithstanding any provision to
the contrary in such co=ercial 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.
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ARTICLES. LEVEL OF COMPETENCY
Depository and its officers and employees performing services hereunder agree that in the
performance of these depository services, they shall be responsible to the level of competency and
shall use the same degree of skill and care as presently maintained by other practicing professionals
performing the same or similar types of work in the State of Texas.
ARTICLE 6. INDEMNIFICATION
Depository shall indemnifY and hold harmless the City, its officers, agents, and employees from
loss, damage, liability, or expenses on account of any claims, damages, or injuries, whatsoever to all
persons including employees of Depository and City, including without limitation breach of the
Year 2000 Warranty set forth in Article 2.B., which may arise from any negligence, error, or
omission in the performance of this Contract on the part of Depository or any breach of its
obligations or duties under this Contract, and Depository shall defend, at its own expense, any suits
or other proceedings brought against the City, its officers, agents, and employees, and shall pay any
expenses to satisfY all judgments or losses whatsoever which may be incurred or rendered against
them or the City, as the result of such negligence, error, omission or breach.
ARTICLE 7. EXHIBITS
All exhibits attached to this Contract are considered to be integral parts of same, and Depository
will fully comply with the terms and conditions of same.
ARTICLE 8. VENUE
For purposes of determining venue and the law governing this Contract, services performed under
this Contract are performed in the City and County of Denton, Texas. Any suit or dispute regarding
this Contract shall be decided and settled in a court of competent jurisdiction sitting in Denton
County, Texas. Wachovia recommends that the last sentence of Article 8 be replaced with the
following,
"Any suit or dispute regarding this Contract shall be decided and settled in a State or Federal
court of competent jurisdiction geographically located within the federal Eastern District of
Texas."
ARTICLE 9. COUNTERPARTS
This Contract may be executed in any number of counterparts, and each such counterpart shall be
deemed for all purposes to have the same effect as if all parties to this Contract had signed one and
the same signature page of this Contract.
ARTICLE 10. TERMINATION
A. The City and Depository shall, as a matter of right without necessity of default on the part
of City or Depository, terminate this Contract at any time by giving the City or Depository 90 days
prior notice in writing. Should Depository default in any of its obligations to City under this
Contract, City shall give Depository notice of default in writing, and Depository shall have 30 days
from receipt of the notice to correct the default. If Depository fails to remedy default within this
time, City, at its sole option, may cancel this Contract and Depository shall be fully responsible to
pay City any and all damages caused by its default. Depository shall be paid for all services
satisfactorily performed in accordance with this Contract up to date of any termination hereunder.
4
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Depository's filing of a petition in bankruptcy or being declared insolvent by a federal bank
regulatory agency shall be considered a material breach of this Contract. Nothing herein shall
deprive City of any other remedies in law and equity to enforce the terms, conditions, and
obligations of this Contract including, but not limited to, instituting suit for damages or, in the
alternative, specific performance of this Contract.
B. In the event of termination, Depository shall fully cooperate with the City to transfer all
municipal funds to the new depository designated by the City.
ARTICLE 11. NOTICES
All notices required under this Contract must be given by certified mail or registered mail,
addressed to the proper party, at the following addresses:
CITY: DEPOSITORY:
Howard Martin, City Manager
City of Denton 215 E. McKinney
Denton, Texas 76201 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.
s
ARTICLE 16. DUPLICATE ORIGINALS
.
This Contract is executed by the City and the Depository in three copies, all of which shall be
deemed originals.
IN WITNESS of which this Contract has been executed on this the of
by the duly authorized officers of Depository and City.
CITY OF DENTON:
By:
Mayor
Date:
Name (Print): Euline Brock Title:
Address:
City of Denton
215 E. McKinney
Denton, Texas 76201
ATIEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
.
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
Depository
By: Date:
Authorized Signature Name (Print):
Title:
.
6
~
Exhibit B - Bank Bid Questionnaire
II
.
EXHIBIT B - CITY OF DENTON BANK BID QUESTIONNAIRE
1. This bank has indicated that it has an on-line banking system.
a. Is this an Internet application or will it require software be loaded on our computers.
Wachovia offers a single gateway to a comprehensive electronic banking solution.
Wachovia Connection~ takes advantage of browser-based technology, allowing you to work
from multiple geographic locations with no need to install proprietary software on the
City's computers. The Wachovia Connection~ gateway offers the:
. . convenience of universal access.
. security of firewall protection.
. encryption and message authentication.
. Internet access to reporting and transaction initiation services 24 hours
a day, seven days a week.
If the City prefers, you can initiate a direct telephone line connection to Wachovia's
proprietary Extranet. Selected functions also are available via e-mail and wireless devices.
b. Will we have full authorization to add/delete users as needed or will it require bank
personnel assistance?
.
Yes, the City of Denton controls the addition, deletion and maintenance of users online in a
real-time environment from the Wachovia Connection@ platform. Users can be added or
deleted at anytime and within minutes.
c. Does the system allow the City to date wire transfers for a future date? If so, how many
days?
Yes, future-dated wires are available for all initiation methods and are not limited to certain
types of wire transfers. The City can input, approve and release a future-dated wire
transfer for automatic execution on the value day. USD wires created via Wachovia
Connection~ can be stored for up to 45 days and foreign currency wires up to six days in
advance. The City can access future-dated wire information through the Wachovia
Connection@ inquiry screen.
d. Does the system allow us to view images of the checks that have cleared?
Yes, images of cleared checks are available online and are guaranteed on a previous day
basis via Wachovia Connectionll!l.
.
e. Does the system transactions show real-time or are they the prior business day's activity?
Yes. Wachovia Connection@ allows the City to access both prior day and current day
information. Prior day reports include all standard transaction types for previous day
payments and deposits. Current day reporting provides information throughout the day on
a real-time basis. All standard transaction types for current day payments and deposits are
reported through Wachovia Connectionll!l.
Wachovia Bank, National Association - City of Denton RFP 3482
Page 1 of 10
...}
~
Exhibit B - Bank Bid Questionnaire
II
.
d. What is the bank's procedures for failed wire transfers. i.e.. the receiving bank is rejecting
the wire.
Wachovia advises customers within an hour of rejected or failed wires and responds to
customer inquiries immediately to provide as much information as possible on a same day
basis. Should a wire be rejected by the beneficiary's bank, every attempt is made to notify
the City, by phone, as soon as a failure is recognized,
2. Safekeeping
a. Will we have direct contact with the third party custodian or will we deal with a
bank representative when purchasing securities or for questions?
When the City trades away you will send the trade ticket directly to the third
party custodian and have a contact for questions. All general inquiries will be
handled by the City's Wachovia Relationship Specialist.
b. Explain the bank's process for purchases & failed securities and timeframes
associated with each?
Our service platform includes:
.
. Securities settlement through direct access with Depository Trust & Clearing
Corporation (DTC) and the Federal Reserve
. An income collection system where payments are automatically credited to your
account on the day payments are due, whether they are received or not
. Real time 24-hour secure online access to holdings and transactions through
Portfolio Vision
.
. Daily securities pricing
. Electronic corporate actions advance notification and response
. Automated reconcilement of holdings and transactions
. Report cards measuring our service performance against client standards
. Performance measurement and portfolio analytics
Our Safekeeping Trade Process and Notification Cut-off Times:
All marketable securities for our accounts are registered in nominee name and held in book
entry form at the Depository Trust & Clearing Corporation (DTC) or the Federal Reserve
Bank of Richmond (Fed). Wachovia maintains automated links with both the DTC and the
Fed, and trade confirmation, affirmation and settlement are automated using intra-day
batch cycles. Income, maturity, corporate action and position reconciliation automation is
all through overnight batch processes. All trade information is available in the Pending
Trade report, the Transaction History report and a Transaction Detail report via Portfolio-
Vision, Wachovia's Internet-based on-line access tool
Wachovia Bank, National Association - City of Denton RFP 3482
Page 2oflO
.y
Exhibit B - Bank Bid Questionnaire
II
.
Daily reconcilements are performed between Wachovia and its depositories, fund
accountants, and sub-custody banks. The Institutional Trust Services group's settlement
units perform position reconcilement daily with an internal trust control unit. Ad hoc
financial meetings are held with Institutional Trust Services group management to resolve
any items that are not reconciled on a daily basis. Cash reconcilements are required to be
resolved within one business day.
SEI TRUST 3000@ provides fully integrated Security Movement and Control (SMAC)
capability for the processing and tracking of trades from trade date to contractual and
physical settlement dates. Automated collections for maturities are also supported, along
with other security movements for free receipts, deliveries and transfers. Trade entry, daily
settlement, income collections, and position reconciliations are streamlined through
automated and integrated links with depositories and other custodians.
In addition, with the system's global capabilities, international security investments can be
processed and accurately reported along with domestic investments. Both local and base
currencies are maintained, and the system automatically computes unrealized and realized
currency and security gains and losses.
.
Institutional Trust Services provides both contractual and actual settlement policies in
support of various account types and business requirements. There are no stipulations or
exceptions to contractual settlement - it can be used for all trades and maturities for all
security types. We will work with the City of Denton to determine the best processing
method to meet your business requirements.
Trades settling through the DTC are received through the Institutional Delivery (ID) system,
and each confirmation is verified as to trade information. If there are no exceptions, the
trades are affirmed on ID by the investment manager. Confirms for all un-affirmed trades
or exceptions are researched individually and resolved by their respective settlement dates.
The DTC ID confirmation process provides automated securities settlement on the
prearranged date; however, some trades are same day/next day settlements or trade date
plus one day. Current industry standard is trade date plus three business days.
Trades processed through the Federal Reserve are normally confirmed on settlement date,
as many trades are next-day or same-day settlement. If there is an exception on settlement
date, it will be researched and resolved immediately. Wachovia employs state-of-the-art
technology to electronically send client trades to and from the Federal Reserve using me
transfer methodology, in both batch and real-time processing functions.
.
Wachovia Bank, National Association - City of Denton RFP 3482
Page 3 oflO
~
Exhibit B - Bank Bid Questionnaire
II
.
The Institutional Trost Services group has implemented the following trade notification cut-
off times to ensure proper and timely settlement of all transactions:
Correspondent Depository
DTC In (T +3)
DTC-Same-Day-Funds
DTC-Next Day
FED
REPO
Same Day Trades
Next Day Trades
Purchases (Central)
Tn
1:00 p.m.
2:30 p.m. on T jD
1:00 p.rn.
1:00 p.rn.
2:30 p.m. on TjD
Turnarounds
Receipt by 1:30 p.rn.
in order to make sale
delivery
Off 3:00 p.m. on SjD
.
Securities Trade Pair
Wires
EurocIear
Physical
Book Entry ONLY
Commercial Paper 1:00 p.rn. on SjD
Time Deposits 1:00 p.m. on SjD
CDs non-receipted 1:00 p.m. on SjD
Open-end mutual fund 1:00 p.rn. on TjD
orders
12:00 p.m. on SjD - 1
1:00 p.m. on SjD
Sales (Central)
T+l
12:00 p.rn.
2:30 p.rn. on TjD
12:30 p.m.
12:30 p.rn.
2:30 p.m. on TjD
Receipt by 1:30 p.m.
in order to make sale
delivery
3:00 p.m. on SjD
12:00 p.m. on SjD-l
n:oo a.m. on SjD
12:30 p.m. on SjD
12:30 p.rn. on SjD
12:30 p.m. on SjD
1:00p.rn. on TjD
c. Will we be notified of called securities? If so, how?
Yes, and please see the attached documentation and anticipated cash report under Tab n of
the Appendix.
3. Technology
Do you provide support services or programming resources for check and credit
card transactions or cash management software applications? If you do provide
these services, are they in-house or sub-contracted services?
Yes. Wachovia will provide in-house support services and programming resources to the
City.
Progr8mming resources are available to assist the City during the implementation of cash
management services and when the City requests changes to any existing cash management
service that requires programming resource support.
.
Our Technical Consultants, who provide customer support of Wachovia's Internet and PC-
based applications, are available by phone to address any questions or issues you may
encounter. Users always have the option of directly contacting one of our Technical
Wachovi1l Bank, National Association - City of Denton RFP 3482
Page 40flO
~
Exhibit B - Bank Bid Questionnaire
II
.
Consultants, available 24 hoursjday beginning Sunday at 8 p.m. through Friday at 8 p.m.
CST.
4. Do you operate your own Internet Transaction Gateway? If yes, do you support
connections from other Gateway Providers? If no, what Gateway Providers do you
support? And do you use an intermediary merchant service? And if so, Who?
Wachovia has entered into a strategic alliance with MCI to offer Value Added Network
(VAN) services including receipt, store and forward messaging of financial and non
financial ED! information, mailbox services, ED! translation software certification,
consultation and trading partner implementation support. MCI provides network services
to Wacl1ovia, including interconnects with all other major Value Added Networks.
Additional charges depend on usage and other transmission related specifications.
Yes, Witchovia through a joint sales alliance with NOVA Information Systems, provides
sophisticated point-of-sale terminals, imaging systems and integrated solutions for
customers. Wacl10via Merchant ServicesjNOVA welcomes the opportunity to provide
mercl1ant card services for the City.
5. Are you currently providing a coordinated, full-service banking solution, similar to what has
been outlined in the City of Denton bid documents, to any government agencies the size of, or
possibly larger than, the City of Denton?
.
Yes. Please consider the following references.
City of Norwalk, Connecticut - pop. approx. 83,000
Frederic Gilden
Comptroller
125 East Ave.
Norwalk, CT 06856-5125
203-854-7711
City of Marletta, Georgia - pop. approx. 59,000
Ms. Beth Keller
Treasury Manager
205 Lawrence Street
Marietta, GA 30060
770-794-5548
Email: ekeller@mariettaga.t!ov
.
City of New Haven, Connecticut - pop. approx. 124,000
Helen Pertesis
Treasurer
200 Orange Street
New Haven, CT 06510
203-946-6700
WachovU Bank, National Association - City ofDenlon RFP 3482
Page 5 ofl0
~
Exhibit B - Bank Bid Questionnaire
II
.
6. The City has 17 credit card merchant I.d.s, and 4 Internet merchant I.d.s, does your
bank have the capability to provide the location name or merchant 1.0. on the bank statement
for these deposits made on the City's control bank account?
Yes, Wachovia can provide Merchant I.D. information on the bank statement for deposits
made to the City's control bank account.
7. Lock Box Services
a. Does your bank have the ability to process
payments - without a stub?
- Multiple stubs and one check?
A letter or copy of a stub or other correspondence?
The following exception processing is available once we establish a thorough understanding
of your requirements. A fee does apply.
.
. Check Only - Check without a reruittance document, but with an account or
invoice number
. Check and List - Checks accompanied by a list of accounts to be keyed
. Partial Payments - Payment amount is less than the coupon amount
. Multiple Payments - Multiple checks with a single reruittance document
We can also post specific exception items to an exception queue, using a Web-based image
archive system that your staff can research. We can also process the items as usual and/or
return the items to The City. If an account number is on the check, we can key that
information to post the item. Information may be keyed in twice to ensure validation.
b. Does your bank have the capability of identifying and rejecting accounts noted as
"cash only"? For example, if we generate a file and sent it to them each month with account
numbers to reject, would they be able to incorporate that into their system where they could
reject the payments?
Wachovia can accept standing instructions for the situations described above. Rejected
items can be either deposited or returned unprocessed.
c. Will the transmission file be available for our posting by 3:00 pm.?
We offer flexihle transmission and deposit deadlines. We encourage your company to
schedule its transmissions during the latter part of the day, in order to include all mail
received, thereby improving the overall cash flow for the day.
d. What various methods do you have of transmitting the payment file? Le, intemet,
bulletin board, e-mail
.
Wachovia uses FfP communications software for the transruitting of the payment file and
offers both file delivery and dial-in file retrieval of lockbox information.
Wachovia Bank, National Association - City of Denton RFP 3482
Page 6 of 10
&ria
Exhibit B - Bank Bid Questionnaire
II
.
e. Will itemized reports with statistics of payments received, accepted/rejected etc. be
available? Can we expect them as softcopy and/or hardcopy?
Retaillockbox detail information is not available on Wachovia Connection@. Pre-formatted
reports and raw data files, in either BAI or custom format, can be transmitted. Retail
lockbox deposits can be provided separately from the primary balance reporting system.
Potential delivery methods include:
. Data Transmission (mainframe, personal computer, treasury workstation)
. High-speed Data Exchange (transmission to major timeshare vendors)
f. Can you include check numbers on the reports? Payor information?
Yes, check numbers can be included on the report as long as Wachovia captures MICR
information. Additionally, payor account number information can be included.
g. Do you currently have an on-line imaging system where we can view checks in cases of
discrepancies?
Yes. Wachovia offers the City the ability to access current day viewing of check and
document images via our online image services, through CD ROM and direct transmission.
We currently process all remittances using image technology.
.
h. The Tax lockbox service requested bids for the imaging of checks. Will the transmission
file be available along with the payment file each day?
Yes, the image transmission file will be available each day along with the payment file.
i. Will you be able to provide a "local" contact for the Utility Lockbox account?
If so, please identify the persons name, contact information and location.
Wachovia will assign a local Relationship Specialist to the City of Denton's account.
Additionally, a dedicated Treasury Services Commercial Customer Service representative
may be assigned. Please see page 10 of this document for a listing of these local contacts.
All members of the commercial customer service team are responsible for:
.
. Responding to customer inquiries and transaction requests
. Providing personal and professional service to customers, relationship managers
and others
. Knowing customers and their relationships
. Understanding the implementation, operational, technical, credit policy,
documentation and reporting aspects of our Treasury Services products
. Analyzing problem situations and defining steps for corrective action
. Identifying and commuuicating problematic trends
. Following up on every transaction with which they were iuitially involved,
regardless of complexity
Wachovia Bank, National Association - City of Denlon RFP 3482
Page 7 of 10
&ria
Exhibit B - Bank Bid Questionnaire
III
.
j.
In most cases, can payment research be completed in one business day?
W achovia' s goal is to answer your inquiries on the first call and to ensure that all inquiries
are handled within 24 hours. Should resolution take more than 24 hours, or if your request
involves research, we provide an estimated turnaround time.
k. Do you have next day delivery of correspondence, rejects and reports?
Yes, Wachovia offers next day delivery of correspondence, rejects and reports utilizing
customer overnight delivery services.
I. How many other organizations the size of the City of Denton do you provide
lockbox services for?
Wachovia has been a premier treasury services providers for over three decades. Our
partnership with REMITCO has enhanced this position, as REMITCO is the leading remittance
processor in the industry, with a 24.5% market share. We provide lockbox services for a
number of other organizations the size of Denton and larger.
8. A TM Services
a. Please explain if your organization has opted to not bid for the A TM services?
.
Wachovia has bid for the ATM services.
9. Basic Banking Services
a. Can you bank provide serialized deposit slips which are coded by location?
Yes. Deposit tickets can contain an auxiliary MICR field for location identifiers. The MICR
field is 10 digits long and the location identifier can use up to eight of the 10 digits to assist
you in tracking deposits by location.
b. Can you provide the location name or Id on the corresponding deposits made on the City's
control concentration bank account?
Yes. Wachovia can match your location number contained in the auxiliary MICR field to
The City's location name based on the information you provide during implementation.
This is available through Wachovia's Deposit Reconcilement Service.
c. Can you provide payor identification on the City's control concentration bank account for all
wire transfers & ACH Transactions?
Yes, Wachovia can provide payor identification information for the City's ACH and wire
transfer transactions posting to the control concentration bank account.
.
For wire transfers, real-time information is available on incoming and outgoing wire
transfer requests via Wachovia Connection@. The City can also receive real-time proactive
e-mails to any e-mail addressable device alerting them about key incoming or outgoing
wires.
Wachovia Bank, National Association - City of Denlon RFP 3482
Page 8 oflO
fil,l
Exhibit B - Bank Bid Questionnaire
II
.
Wachovia provides current-day wire reports that contain the following detailed
information:
. control number
. Fed reference number
. amount, originator or beneficiary
. time received or released
. sending or receiving bank information
. payment information
ACH transaction information is also available through Wachovia Connection@. Information is
available at a summary or detail level. ACH information provided on current-day reports
includes: Amount, Effective Date, Originating Company Name, Originating Company 10,
Originating Bank, Receiving Company Name, Standard Entry Class and Original and Current
Trace Numbers. A sample report is provided in the Appendix.
ACH information provided on previous-day reports includes: Amount, Effective Date,
Originating Company Name, Originating Company 10, Standard Entry Class and Trace
Numbers.
e. Do you have the ability to provide interactive bank statements?
.
Wachovia Connection provides On-Line bank statements and interim account statements.
There is not an interactive module within the statement reports. However, Wachovia
Connection provides detailed transaction information and transaction images within other
reporting modules.
d. Using the Positive Pay system, can you provide an outstanding check list?
Yes, Wachovia provides several reports using our Full Reconcilement/Positive Pay services.
Those reports include:
. paid Check Listing - checks in serial number sequence
. Outstanding Check Listing - all outstanding checks
. Miscellaneous Debits/Credits and Adjustments
In addition to providing these reports to the City in hard copy, hank statements and
reconcilement reports are also available to be viewed and/or downloaded through our
Account Reconcilement web-based reporting service, ARPWebAccess.
10 Customer Service
. a. Will you assign a primary contact to the City?
.
The Relationship Manager is assigned from within Wachovia Bank's Wholesale Banking
segment and oversees your banking relationship with Wachovia. Our focus is on developing
and maintaining an ongoing partnership with The City. Your Relationship Manager can
address, either directly or with the help of an appropriate specialist, your banking needs
and consult with you on financial matters that are impacting your company.
Wachovia Bank, National Association . City of Denton RFP 3482
Page 9 of 10
.
.
.
.eJ\
~
Exhibit B - Bank Bid Questionnaire
II
A Commercial Customer Service Group trained to handle the City's cash management,
deposit and commercial banking customer service needs supports the Relationship Manager
and the Relationship Specialist team. Product Specialists are also available to provide
product-specific information to the Relationship Manager, Relationship Specialist and the
Commercial Customer Service Group. Customer service specialists who are familiar with the
City's relationship also support the City. They are well equipped to respond to your
inquiries and address any concerns you might have.
The following people have already been assigned to handle customer service issues for the
City of Denton.
NameOfr-==c --1--- -----:--~
Contact Title Phone I Fax E-mail (@wacllovla.com)
-------- - --~-~----~~
Eric Kraft Relationship Manager 972-419-3261 972-419-3261 Eric.Kraft@wachovia.com
Kathleen Relationship Specialist 972-419-3610 972-419-3136 Kathleen.Golden@Wachovla.com
Golden
Paul I Treasury Services 972-419-3217 972-419-3237 PauI.Forthman@wachovia.com
Forthman Officer
Andrew Statewide Govemment 512-482-4306 512-482-4310 Andrew.Desklns@wachovia.com
Deskins Bankino SVP
11. If awarded the contract, will thirty days be sufficient time to transfer all the services we have
discussed today. If not, what would be an appropriate time frame. How many staff members
would be dedicated to assisting us in the transfer of services?
Depending on the level of services to be implemented, thirty days mayor may not be
sufficient time to transfer services. All basic banking and depository services could be
implemented within this timeframe. However, the more complex services such as Retail
Lockbox and point-of-sale check conversion may take up to 90 days.
A Treasury Services Implementation Coordinator coordinates the implementation process,
working with a project manager or technical contacts from your company, as you prefer.
We strongly recommend that you assign a lead Implementation Coordinator to partner
with us to ensure that production dates are met and the implementation process is as
seamless as possible. You can provide more details after the processing specifications have
been defined in greater detail.
Our implementation process is a partnership with our clients. Weekly meetings are
absolutely critical to gather the appropriate information for programming, testing and
production.
Wachovia Bank, National Association - City of Denlon RF1' 3482
Page 10 of 10
~
. Commercial Checking
01 XXXXXXXXXXXXX 036 130
o 35
91
-
-
-
1"11",11,,1,,1.1,,1,1,1,,,,11
(QJSTOMER NAME)
OPERATING ACCOUNT
(CUSTOMER ADDRESS)
Commercial Checking
3/0112003 thru 3/2912003
Account number.
Account holder(s):
xxxxxxxxxxxxx
(YOUR CUSTOMER)
OPERATING ACCOUNT
Taxpayer 10 Number.
xxxxxxxxx
Account Summary
Opening balance 3/01
Deposita and other "",dlta
. Checks
Other withdrawals and selVlce feea
Closing bnl.n.e 3fJ.9
$34,017.80
582,735.86 +
393,844.95 -
213,430.03 -
$9,478.68
Deposits and Other Credits
Oat. Amount Description
3/04 23,437.51 DEPOSIT
3/06 3.337.00 DEPOSIT
3/06 34,000.00 COMMERCIAL LOAN ADVANCE
3/07 17,000.00 COMMERCIAL LOAN ADVANCE
3/11 15,000.00 COMMERCIAL LOAN ADVANCE
3/12 6,415.46 DEPOSIT
3/12 15,000.00 COMMERCIAL LOAN ADVANCE
3/12 54,564.78 DEPOSIT
3/14 102,000.00 COMMERCIAL LOAN ADVANCE
3/15 4,909.00 DEPOSIT
3/15 . 31,817.96 DEPOSIT
3/18 36,768.72 DEPOSIT
3/20 18.132.69 DEPOSIT
3/21 621.44 PREAUTHORIZED DEPOSIT
TRANSFER PAVPAL
3/21 7,873.25 DEPOSIT
3/21 15.814.75 DEPOSIT
3/25 6.592.35 DEPOSIT
. Daposfts and other Cladfts conUnued on next page.
WACHOVlA BANK, NATIONAL ASSOCIATION, BUSINESS BANKING-PALM BEACH
page 1015
.
Commercial Checking
01 XXXXXXXXXXXXX 036 130
o 35
91
-
-
Deposits and Other Credits conUnued
Date Amount DaSCttptfon
3/25 41,000.00 COMMERCIAL LOAN ADVANCE
3/25 62,217.75 DEPOSIT
3/27 5,400.00 DEPOSIT
3/27 7,400.36 DEPOSIT
3/27 12,725.00 DEPOSIT
Total $682,738.B8
Checks
Number Amount Oat. Number Amount Date Number Amount Dare
0000 19.97 3/06 2106 39.64 3ID4 2140" 15,132.02 3/13
2031" 25.00 3101 2107 305.00 3105 2141 39.95 3/18
2050" 837.15 3101 2108 5,000.00 3/04 2142 1,770.07 3/14
2070" 2,570.79 3/08 2109 151.56 3107 2143 300.00 3/12
2072" 77.50 3/08 2110 32.00 3107 2144 91.86 3/18
2014' 958.04 3ID4 2111 109.43 3/11 2145 483.28 3/11
. 2075 3,080.00 3101 2112 587.40 3/08 2146 286.00 3/14
2076 17.42 3107 2113 230.75 3107 2147 83,330.94 3/14
2077 50.00 3/11 2114 600.00 3105 2148 3,570.00 3/12
207S 1,450.00 3/08 2115 40.60 31D7 2149 12,106.80 3/11
2081" 127.71 3112 2116 299.76 3/15 2150 839.52 3/13
2083" 16,984.12 3ID6 2117 17,483.04 3ID7 2151 186.18 3/15
2084 53.28 3/12 2118 60.00 3107 2152 200.00 3/11
2085 836.15 3/07 2119 62.81 3108 2153 10,000.00 3/12
2086 16.02 3/04 2120 1,533.63 3/11 2154 1,000.00 3/15
2087 1,950.00 3/04 2121 278.00 3107 2155 1,044.88 3/15
2089" 1,403.00 3107 2122 250.00 3/13 2157" 1,935.58 3/25
2090 1,915.54 3104 2123 420.35 3/11 2158 787.50 3/27
2091 1,530.00 3101 2124 840.00 3/14 2160 248.21 3/28
2092 28.18 3/06 2125 25.00 3/13 2161 542.45 3122
2093 61.15 3/07 2126 25.00 3/11 2162 192.08 3/18
2094 63.36 3101 2128" 25.00 3/13 2184" 62.50 3/22
2096" 1,154.34 3108 2130- 25.00 3/08 2165 850.00 3/28
2097 1,990.00 3/15 2131 2,882.11 3/14 2187" 18.75 3/25
2098 68.34 3/12 2132 79,398.00 3/14 2168 2,834.00 3/25
2099 125.00 3107 2133 237.50 3/15 2169 454.79 3/21
2100 3,387,06 3105 2134 1,336.80 31D8 2170 619.50 3/25
2101 1,142.31 3/05 2135 , 5,821.27 3/25 2171 65.00 3/21
2102 176.49 3/05 2136 25.00 3/18 2172 7,236.72 3122
2103 850.00 3106 2137 22.78 3/18 2173 27.42 3122
2105" 18,632.03 3108 2138 355.25 3/12 2174 1,900.28 3/25
"Indicates a b,.ak /n chacl< numbar sequence
. Checl<s conUnued on next pag&
WACHOVIA BANK, NATIONAL ASSOCIATION, BUSINESS BANKING-PALM BEACH pege 2 01 5
.
Commercial Checking
01 XXXXXXXXXXXXX 036 130
o 35
91
--
-
Checks continued
Number Amount Oat. Number Amount Dots Number Amount Dolo
2175 208.03 3122 2186 3,000.00 3/21 2200 950.89 3/28
2176 140.93 3/25 2189" 28,358.87 3/25 2201 64.00 3/26
2177 80.70 3/21 2190 250.51 3/27 2202 420.20 3/28
2178 120.00 3/28 2192" 1,300.00 3/22 2203 875,00 3/28
2180- 63.00 3/25 2193 17.25 3/27 2204 1,844.00 3/28
2181 34.45 3/25 2195" 300.00 3/28 2205 668.44 3/27
2182 1,915.54 3/21 2196 1,065.94 3/27 220r 45.69 3/27
2163 235.01 3/25 2197 4,129.00 3/27 2208 70.67 3/27
2164 36.27 3/20 2198 52.85 3/26 Total $393,844.86
2185 40.95 3118 2199 9,623.93 3/28
"Indfc8tes a bf9ak In chacl< number SIlquance
Other Withdrawals and Service Fees
Dete
.3101
3106
3/05
3106
3106
3108
3/12
3112
3/13
3/15
3/18
3/19
3/20
. Total
Amount
17,000.00
106.49
11,000,00
1,546.10
2,500.00
1,042.91
205.37
1.065.00
9,000.00
1,000.00
12,000.00
39,000,00
16.25
33,000.00
2,000.00
14,000,00
945.91
4,000,00
3,000.00
54,000.00
7000.00
$213;430.03
DoscrlptJon
COMMERCIAL LOAN PAYMENT
AUTOMATIC PAYMENT
PAYMENTS aBBY Inc. 0203050360067166100
COMMERCIAL LOAN PAYMENT
COMMERCIAL LOAN INTEREST PAYMENT
BOOK TRANSFER SEQ#04727
AUTOMATIC PAYMENT
TAXES PAYCHEX TPS
ANALYSIS CHARGE
RETURNED ITEM0210170000
COMMERCIAL LOAN PAYMENT
COMMERCIAL LOAN PAYMENT
COMMERCIAL LOAN PAYMENT
COMMERCIAL LOAN PAYMENT
CHECK PRINTING CHARGE
CHK ORDERSHARLAND CHECKS 031602058
020770242
COMMERCIAL LOAN PAYMENT
BOOK TRANSFER SEQ#04126
COMMERCIAL LOAN APYMENT
AUTOMATIC PAYMENT
TAXES PAYCHEX TPS 031902 00307663 80
COMMERCIAL LOAN PAYMENT
COMMERCIAL LOAN PAYMENT
COMMERCIAL LOAN PAYMENT
COMMERCIAL LOAN PAYMENT
COMMERCIAL LOAN PAYMENT
page 3 01 5
WACHOVIA BANK, NATIONAL ASSOCIATION, BUSINESS BANKING.pALM BEACH
Commercial Checking
01 XXXXXXXXXXXXX 036 130
o 35
91
--
.
-
Daily Balance Summary
Dot. Amount Dolo Amount Dolo Amount
3/01 11,482.29 3/12 97,913.80 3/21 26,430.15
3/04 24,740.56 3/13 72,842.26 3122 12,107.12
3/05 8,023.21 3/14 6,335.14 3/25 70,155.60
3/06 12,888.82 3/15 53,200.45 3/28 66,918.75
3/07 9,166.15 3/18 77,558.57 3/27 31,388.91
3/06 860.60 3/19 36,556.57 3/28 9,478.68
3/11 952.11 3/20 23,638.74
.
.
WACHOVlA BANK, NATIONAL ASSOCIATION, BUSINESS BANKING.pALM BEACH
page 4 of 5
Commercial Checking
01 XXXXXXXXXXXXX 036 130
o 35
91
-
.
-
Customer Service Information
For quesUons about your slallltllant
or blllln9 arrora, contact us at:
Phone Number
Addraaa
Business Checking, Checl<Canl & Loan Accounts
Comman:ial Checking & Loan Accounts
TOO (For tha Hearing Impaired)
1-llQ0..566-3882
1-ll00-222-3862
1-ll00-388-2234
WACHOVlA BANK, NATIONAL ASSOCIATION
P.O. BOX 2870 .
JACKSONVILLE, FL 32231
To Balance Your Account
1. Compara your account ragister to your account statement for Ust Outalandln9 Chacks and Withdrawals
unraconled tranaaellons (such as ATM, CheckCard, Interast eamed, Ck. No. Amount Ck. No. Amount
taes, etc.). Your new account raglster totel should ma1ch tha
adjusted bslsnce In line 6 below.
2. Write in the closing balance shown on the front of
account statement.
3. Wote In any deposits you have made since the
date of this ata1ement
4. Add together amounts listed above In stepa 2 and 3.
5. In the seellon to the right list and total all checka and
withdrawals that you have made that ara not raported
on your account statement. Write In the total here.
6. Subtract the amount in line 5 from the amount in
line 4. This Is your edjusted belance end should
mstch the belance In Step 1 above. Totel
.
In Case of Errors or Questions About Your Electronic Transfers: Telephone us a11-aoo-222-3662 or writs to us at WACHOVlA BANK,
NATIONAL ASSOCIATION, POST OFFICE BOX 563966, CHARLOTTE NC 28256-3966, as acon es you can, If you think your statement
or receipt Is wrong or if you need more InlonnaBon ebout e transfer on the stetement or racelpt. We must hear from you no later than 60
days s!terwe sent you the FIRST stetemant on which the arror or problem sppearad.
1. Tell us your name and account numbsr (If any).
2. Descnbe the error or the transfer you ara unsura about, and explsln ss clearly as you can Why you bellave thera Is en error or Why you
need more information.
3. Tell us the dollar amount of the suspected error.
We willlnvestigete your complaint and will corract any error promptly. If we taka mora thsn 10 buslnass days to do this, we will cradrl your
account for the amount you think Is In error. You will have use of the monay during the time rI takes ua to complate our Investigation.
.
WACHOVIA BANK, NATIONAL ASSOCIATION, BUSINESS BANKINO.pALM BEACH
page 5 of5
.
WAOHOVIA
Account Analysis Statement Pertod Ending MM/DDIYYYY
Date Prepared MMlDOIYYYY Settlement Oate MMlDOIYYYY
.
ABC COMPANY
ANY ADDRESS
CITY, STATE, ZIP CODE
AccountlnfOrtnaUon
Statement for.
Composite Number 001 C 1234567890 ACCOUNT NAME
Averaae Monthlv Balance Sumtnarv
Sumtnarv InformaUon
Total Services Summarv
Eamings on Available Balance Rate 2.960%
Current Analyzed Services
Net Analyzed Services
Average Ledger Balance
Less Average Float
Average Collected Balance
206,390.13
9,505.96
196,884.17
Current Fee Based Services
Total Fee Based Servlcss
445.46
2,127.20
1,681.74
15.00
15.00
Average Negative Collected
0.00
Billina SUmmary
Average Positive Collected
Less Reserve Requirement 10.000%
Balance Available for EarnIngs Credit
196,884.17
19,688.42
177,195.75
Analyzed Ssrvlcss Debited To:
I 001 D 1234567890123 ACCT NAME 2
Fee Besed Servlcss Debited To:
1001 D 1234587890123 ACCT NAME 2
1,881.74
15.00
Offset For Services
I Collected Balance Required to Offset I
$1 In Services 397.78
This Anal s/s Includes The Followin Accounts:
001 01234567890123 ACCT NAME 2 001 02345678901234 ACCT NAME 3
001 0 345678901234 ACCT NAME 4
.
.
WAOHOVIA
Account Analysis Statement Pertod Ending MMIDDIYYYY
Date Prepared MMlDDIYYYY Settlement Date MMIDDIYYYY
Composite
.umber
001 C 1234567890 ACCOUNT NAME
Services Provided
SERVICE DESCRIPTION VOLUME PRICE SERVICE CHARGE
DEPOSITORY SERVICES
ACCOUNT MAINTENANCE 2 7.0000 14.00
CHECKS PAID 7,103 .1500 1,085.45
DEPOSITS 61 .3000 18.30
EXCESS TRANSACTIONS 10 .3000 3.00
MISCELLANEOUS ITEMS PAID 2 .1200 .24
RETURNS-SPECIAL 1 5.0000 5.00
CHECKS DEPOSITED ON US & GOVT 29 .0650 1.89
CHECKS DEPOSITED IN STATE 39 .0650 2.54
CHECKS DEPOSITED OUT OF STATE 292 .0650 18.98
CHECKS DEPOSITED 106 .0650 6.89
DEPOSITED ITEMS CHARGED BACK 11 2.5000 27.50
DEPOSITORY SERVICE TOTAL 1,163.79
ACCOUNT RECON
ITEMS PROCESSED 7,103 .1200 852.36
POSTAGE 1ST CLASS PER MAILING 1 1.5000 1.50
POSTAGE 1ST CLASS PER ITEM 7,103 .0100 71.03
ACCOUNTRECONTOTAL 924.89
FUNDS TRANSFER
OUTGOING NON-REPETITIVE 1 9.0000 9.00
INCOMING NON-REPETITIVE 2 8.7600 17.52
BOOK TRANSFER 6 2.5000 15.00
BOOK TRANSFER 6 2.5000 15.00
FUNDS TRANSFER TOTAL 56.52
CUSTOMER TOTAL 2,145.20
.
. WACHOVIA
.
CORPORATt: AVAlLABILIIY SCHEDULE
Dallas, 1)(
Schedule 24
EFFECIlVE APRIL 2005
I>BA
.
00000020
00000050
00??oo51
00000100
00000119
00000800
00009000
0110XXXX
0111XXXX
0112XXXX
0113XXXX
0114XXXX
0115XXXX
0116XXXX
0117XXXX
0118XXXX
0119XXXX
0210XXXX
0211XXXX
0212XXXX
0213XXXX
0214XXXX
0215XXXX
0216XXXX
0219XXXX
0220XXXX
0223XXXX
0260XXXX
0280XXXX
0310XXXX
0311XXXX
0312XXXX
0313XXXX
0319XXXX
0360XXXX
0410XXXX
0412XXXX
.
Name--'-- I Monday - Thursday
11500 Fraction
. --
MONEY ORDERS 1 100
UNITED STATES TREASURER 1 100
UNITED STATES TREASURER 1 100
US DEPT OF AGRICULTuRE -- - 1 100
MONEY ORDERS ------ 1 100
MONEY ORDERS ---.---- -- 1 100
....
SAVINGS BONDS 1 95
-
BOSTON CITY 1 94
---
WINDSOR LOCKS RCPC 2 95
BOSTON RCPC 2 94
-.
BOSTON RCPC 2 94
.-.-----."--
BOSTON RCPC 2 94
_.---
BOSTON RCPC 2 94
-_.__._--~
WINDSOR LOCKS RCPC 2 95
WINDSOR LOCKS RCPC --. 2 95
..-
WINDSOR LOCKS RCPC i 2 95
WINDSOR LOCKS RCPC I 2 95
EROC CITY -.----+----1 99
______ I
WINDSOR LOCKS RCPC I 2 95
-------+
EROC RCPC 2 99
UTICA RCPC .--..--- 2 96
EROC RCPC 2 99
EROC COUNTRY --. -. 2 99
EROC COUNTRY ~-- 2 99
----,-, -
EROC RCPC 2 99
UTICA CITY --.-----.-,... 1 96
UTICA RCPC~..- ----...-t=-~r-~-- 96
EROC CITY I 1 99
EROC CITY =_-~-----T 1 99
PHILADELPHIA CITY .L 1 95
PHILADELPHIA RCPC I 1 95
PHILADElPHIA RCPC -j 1 - 95
PHILADELPHIA RcP~__~-=-==I--' 1 95
PHILADELPHIA RCPC r 1 95
PHILADELPHIA CITY - -----t---{ 95
CLEVELANl)'cTl"f -----y~-._- .- 97
CLEVELAND RCPC I 2 97
, .
1500
1
1
1
1
1
1
1
1
2
2
2
2
2
2
2
2
2
1
2
2
2
2
2
2
2
1
2
.1
1
1
1
1
1.
1
1
2
2
For Illustrative purposes only. Actual availability may differ and is subject to change without notice.
PrInted on OBApr.Q5
Friday
Fraction
100
100
100
100
100
100
95
94
95
94
94
94
94
95
95
95
95
99
95
99
96
99
99
99
99
96
96
99
99
95
95
95
95
95
95
97
97
Page 1 of 5
. WACHOVIA
. CORPORATt: AVAlLABIUTY SCHEDULE
Dallas, 1)(
Schadule 24
EFFECIlVE APRIL 2005
.
.
I>BA Name Monday - Thursday F.rlday
1500 Fraction 1500 Fraction
-- i
0420XXXX CINCINNATI CITY 1 93 1 93
-- :
0421XXXX CINCINNATI RCPC 2 93 2 93
CINCINNATI RCPC --- I
0422XXXX 2 93 2 93
- ,
0423XXXX CINCINNATI RCPC 2 93 2 i 93
O43OXXXX PITTSBURGH CiTY 1 95 1 , 95
-
0432XXXX PITTSBURGH RCPC 2 95 2 I 95
0433XXXX PITTSBURGH RCPC 2 95 2 I 95
0434XXXX PITTSBURGH RCPC 2 95 2 I 95
O44OXXXX COLUMBUS CITY 1 95 1 95
0441XXXX COLUMBUS RCPC 2 95 2 ; 95
0442XXXX COLUMBUS RCPC 2 95 2 I 95
.
0510XXXX RICHMOND CiTY 1 96 1 , 96
0514XXXX RICHMOND RCPC 2 96 2 I 96
0515XXXX CHARLESTON RCPC 2 72 2 , 72
0519XXXX CHARLESTON CITY 1 72 1 72
-l.. ,
0520XXXX BALTIMORE CITY 1 98 1 98
0521XXXX BALTIMORE RCPC 1 98 1 ! 98
0522XXXX BALTIMORE RCPC 1 98 1 I 98
0530XXXX CHARLOTTE CITY--- 1 94 1 , 94
0531XXXX CHARLOTTE RCPC 2 94 2 I 94
I
0532XXXX COLUMBIA RCPC 1 83 1 : 83
,
0539XXXX COLUMBIA CITY 1 83 1 , 83
0540XXXX BALTIMORE RCPC 1 98 1 , 98
0550XXXX BALTIMORE RCPC 1 98 1 : 98
0580XXXX BALTIMORE RCPC 1 98 1 , 98
,
0570XXXX BALTIMORE RCPC 1 98 1 I 98
,
0610XXXX ATLANTA CITY 1 94 1 : 94
ATLANTA RCPC . ,
0611XXXX 1. 94 1 94
,
0612XXXX A TLANT A RCPC 1 94 1 94
0613XXXX ATLANTA RCPC 1 94 1 , 94
0620XXXX BIRMINGHAM CITY 1 90 1 ; 90
0621XXXX BIRMINGHAM RCPC 1 90 1 , 90
0622XXXX BIRMINGHAM RCPC 1 90 1 , 90
.- -- ,
0630XXXX JACKSONVILLE CITY 1 100 1 : 100
.---_._-- -- :
0631XXXX JACKSONVI~~E RC-"-~===! 2 90 2 , 90
,
0632XXXX JACKSONVILLE RCPC 2 90 2 90
0640XXXX NASHVILL~31TY _=---- ~_---l 93 1 , 93
,
For lIIustretive purposes only. Actual evailabllity may differ and Is subject to change without notice.
PrInted on ()8.Apr-QS
Pege 2 of S
. WACHOVIA
. CORPORATE AVAllABlUlY SCHEDULE
Dallas, 1)(
Schedule 24
EFFECTlVE APRIL 2005
.
.
---- * Monday - Thursday
fJJ3A Name friday
1500 Fraction 1500 Fraction
0641XXXX NASHVILLE RCPC 1 93 1 93
.------.- ...J.
0642XXXX NASHVILLE RCPC 1 93 1 93
0650XXXX NEW ORLEANS CITY 1 89 1 89
,
0651XXXX NEW ORLEANS RCPC 1 89 1 89
0652XXXX NEW ORLEANS RCPC 1 89 1 89
0653XXXX NEW ORLEANS RCPC 1 89 1 89
0654XXXX NEW ORLEANS RCPC 1 89 1 89
.
0655XXXX NEW ORLEANS RCPC 1 89 1 89
0660XXXX MIAMI CITY 1 93 1 93
0670XXXX MIAMI RCPC 1 93 1 93
0710XXXX CHICAGO CITY 1 -- f-,
97 1 97
- -
0711XXXX PEORIA RCPC 1 97 1 97
0712XXXX CHICAGO RCPC 1 97 1 97
0719XXXX CHICAGO RCPC 1 97 1 97
0720XXXX DETROIT CITY 1 97 1 97
0724XXXX DETROIT RCPC 2 97 2 97
0730XXXX DES MOINES CITY --
1 97 1 97
0739XXXX DES MOINES'RCPC 1 97 1 97
0740XXXX INDIANAPOLIS CITY -1--- 1 97 1 97
0749XXXX INDIANAPOLIS RCPC , 2 97 2 97
0750XXXX MILWAUKEE CITY 1 97 1 97
0759XXXX MILWAUKEE RCPC 2 97 2 97
0810XXXX ""0"'''''' ===t=' 96 1 96
0812XXXX ST LOUIS RCPC 2 96 2 96
0813XXXX LOUISVILLE RCPC -- - 2 96 2 96
0815XXXX ST LOUIS RCPC 2 96 2 96
0819XXXX ST LOUIS RCPC I 2 96 2 96
I
0820XXXX LITTLE ROCK CITY . n_.__ 2
96 2 96
0829XXXX LImE ROCK RCPC 2 96 2 96
LOUISVILLE CITY --
O83OXXXX 1 96 1 96
0839XXXX LOUISVILLE RCPC 2 96 2 96
0840XXXX MEMPHIS CITY 1 94 1 94
MEMPHIS RCPC ----
0841XXXX i 1 94 1 94
0842XXXX .----..--.-.-e----. 94 1 94
MEMPHIS RCPC I 1
0843XXXX MEMPHIS RCPC 1 94 1 94
--
0863XXXX LOUISVILLE RCPC 2 96 2 96
0865XXXX ST LOUIS RCPC 2 96 2 96
--
For Illustrative purposes only. Actual availability may differ and Is subJect to chang. without notice.
PrInted on 08-Apr-05
Page 3 of 5
. WACHOVIA
. CORPORATE AVAllABlLflY SCHEDULE
Dallas, 1)(
SdIedule 24
EFFECTIVE APRIL 2005
.
.
ABA Name Monday - Thursday Frtday
1500 Fraction 1500 Fraction
0910XXXX MINNEAPOLIS CllY 1 94 1 94
0911XXXX MINNEAPOLIS COUNTRY 2 94 2 94
0912XXXX MINNEAPOLIS COUNTRY 2 94 2 94
1-..-.
0913XXXX MINNEAPOLIS COUNTRY 2 . 94 2 94
_.
0914XXXX MINNEAPOLIS COUNTRY 2 94 2 94
.-
0915XXXX MINNEAPOLIS COUNTRY 2 94 2 94
0918XXXX MINNEAPOLIS RCPC 2 94 2 84
0919XXXX MINNEAPOLIS RCPC 2 94 2 94
0920XXXX HELENA CllY __. 1 50 1 50
0921XXXX HELENA RCPC __---L- 3 50 3 50
0929XXXX HELENA RCPC , 2 90 2 90
0960XXXX MINNEAPOLIS CllY + 1 94 1 94
1010XXXX KANSAS CllY CllY 1 93 1 93
1011XXXX KANSAS CllY COUNTRY 1 93 1 93
1012XXXX KANSAS CllY COUNTRY 1 93 1 93
1019XXXX KANSAS CllY COUNTRY 1 93 1 93
.--------.
1020XXXX DENVER CllY 1 90 1 90
1021XXXX DENVER COUNTRY 2 90 2 90
,-- '--
1022XXXX DENVER COUNTRY 2 90 2 90
-
1023XXXX DENVER COUNTRY 2 90 2 90
l030XXXX OKLAHOMA CllY CllY 1 93 1 93
1031XXXX OKLAHOMA CllY COUNTRY 2 93 2 93
1039XXXX OKLAHOMA CllY RCPC 2 93 2 93
l040XXXX OMAHA CllY 1 90 1 90
1041XXXX OMAHA COUNTRY 2 90 2 90
..
1049XXXX OMAHA RCPC 2 90 2 90
- -
1070XXXX DENVER RCPC 1 90 1 90
1110XXXX DALLAS CllY 1 100 1 100
-
l111XXXX DALLAS RCPC 1 100 1 100
1113XXXX DALLAS COUNTRY 1 100 1 100
-
1119XXXX DALLAS RCPC 1 100 1 100
1120XXXX EL PASO CllY ._-~- 1 100 1 100
1122XXXX EL PASO RCPC 1 100 1 100
1123XXXX EL PASO RCPC 1 100 1 100
,____._ ....l
1130XXXX HOUSTON CIlY I 1 100 1 100
1131XXXX HOUSTON'RCPC ------=-==t= 1 100 1 100
1140XXXX SAN ANTONIO CllY 1 100 1 100
---.- - --
For illustrative purposes only, Actual availability may differ and Is subject to change without notice,
Pdnted on 08-Apr-05
Page 4 of 5
. WACHOVIA
. CORPORAlE AVAlLABILnv SCHEDULE
Dallas, 1)(
Schedule 24
EFFECTIVE APRIL 2005
.
. ABA Name Monday - Thursday friday
1500 Fraction 1500 Fraction
1149XXXX SAN ANTONIO RCPC 1 100 1 100
-
1163XXXX EL PASO RCPC 1 100 1 100
1210XXXX SAN FRANCISCO CITY 1 89 1 89
1211XXXX SAN FRANCISCO RCPC 1 89 1 . 89
1212XXXX SAN FRANCISCO RCPC 1 89 1 89
-
1213XXXX SAN FRANCISCO RCPC 1 89 1 89
1214XXXX SAN FRANCISCO COUNTRY I 2 89 2 89
1220XXXX LOS ANGELES CITY 1 91 1 91
1221XXXX LOS ANGELES RCPC 1 91 1 91
1222XXXX LOS ANGELES RCPC 1 91 1 91
1223XXXX LOS ANGELES CITY 1 91 1 91
1224XXXX LOS ANGELES RCPC --L_ 1 91 1 91
1230XXXX PORTLAND CITY 1 83 1 83
1231XXXX PORTLAND RCPC 2 83 2 83
1232XXXX PORTLAND ficpc 2 83 2 83
1233XXXX PORTlAN D RCPC 2 83 2 83
1240XXXX SALT LAKE CITY CITY 1 80 1 80
1241XXXX SALT lAKE CITY RCPC 2 80 2 80
1242XXXX SALT lAKE CITY RCPC I 2 80 2 80
1243XXXX SALT LAKE CITY RCPC 2 80 2 80
1250XXXX SEATTLE CITY i 2 85 2 85
1251XXXX SEATTLE RCPC 2 85 2 85
1252XXXX SEATTLE RCPC 2 85 2 85
BOOOXXXX TRAVELERS CHECKS 1 91 1 91
-
.
For illustrative purposes only. Actual availability may differ end Is subject to change without notice.
Printed 00 OB-Apr-05
Page 5 of 5
.
.
ABA
1110-0002
1110-0061
1110-0075
1110-0077
1110-0079
1110-0090
1110-0091
1110-0092
1110-0094
1110-0097
1110-0098
.1110-0103
1110-0110
1110-0115
1110-0116
1110-0175
1110-0394
1110-0396
1110-0431
1110-0862
1110-1017
1110-1282
1110-1541
1110-1566
1110-2159
TIME
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
05:00
DALLAS AVAILABILITY
SELECT ABA LIST
MONDAY-FRIDAY
AVAILABILITY
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
This schedule will cover all local Dallas Clearinghouse items and
overldes the other Schedule 24
.
. PUBUC fUNDS UNIT PUBLIC FUNDS
8739 RESEARCH DRIVE
TAX IDENTIFICATION NUMDR
CHARLOTI'E, NC 28262-0675
rOVIA PHONE: 1-S71~79-6603 987654321.
STATEMENT PERIOD
DJ.Q112OO6 -.01/31/2006
I Salnple
"-
CITY OF USA
GEORGE W ASHlNGTON
1 UNITED STATES AVENUE
USA TOWN, TX 12345
DAILY COLLATERAL REPORT
Total Deposits MVor MVvs.
Requmng Collll!enll Requin:d Required
Date Deposit Total FDIC Insurance Collateral Pledged Collatcm.l Level Colloteml
01101/2006 8,778,1.01.29 100,000..0.0 8,678,1.01.29 9,225,545.93 8,678,1.01.29 547,444.64
Dllll2/2OO6 8,778,1.01.29 100,000.00 8,678,101.29 9,225,545.93 8,678,1.01.29 547,444.64
.0110312.006 8,751,.085.94 100,000.00 8,651,.0&5.94 9,195,162.83 8,651.085.94 544,.076.89
.01,\)412006 8,688,797.20 1.0.0,000.00 8,588,797.2.0 9,199,523.60 8,588,797.2.0 61.0,726.4.0
.0110512006 8,734,816.75 100,000.00 8,634,816.75 9,202,531.81 8,634,816.75 567,115.06
01106/2006 8,791,581.88 100.000.00 8,691,581.88 9,199,608.91 8,691,581.88 508,027.03
OltU712006 8,791,581.88 100,000.00 8,691,581.88 9,199,608.91 8,691.581.88 508,027,03
. 01108/2006 8,791.581.88 100,000.00 8,691,581.88 9,199,608.91 8,691,581.88 508,027.03
.01109/2006 8,806,390.34 100,000.00 8,706,390.34 9,087,192.62 8,706,390.34 38.0,802.28
.01/1012006 8,793,326.21 100,000.00 8,693,326.21 9,122,298.22 8,693,326.21 428,972..01
.01/11/2006 9,.085,183.35 100,000..0.0 8,985,183.35 9,118,163.75 8,985,183.35 132,98.0.40
.01/1212.006 9,272,584.77 100,000.00 9,172,584.77 9,134,321.62 9,172,584.77 (38,263.15)
.01/1 312006 10,011,400.60 10.0,000.00 9,911,400.6.0 9,242,943.3.0 9,911.400.60 (668,457.3.0)
.01/14/2006 10,011,400.60 100,000.00 9,911,400.6.0 9,242,943.3.0 9,911,400.60 (668,457.30)
0111512006 10,011,400.60 100,000..0.0 9,911,400.60 9,242,943.3.0 9.911,400.60 (668,457.30)
01/162006 10,011,400.60 100,000.00 9,911,400.60 9,242,943.30 9,911.400.60 (668,451.30)
01117/2006 1.0,100,5.01.25 100,000.00 1.0,.000,5.01.25 9,979,334.61 10,000,501.2.5 (21,166.64)
01/1812006 9.17.0,762.22 100,000.00 9,07.0,762.22 1.0,.015,435.94 9,07.0,762.22 944,673.72
.01/19/2006 8,921,793.80 100,000.00 8,82,1.793.8.0 1.0,005,839.57 8,821,793.8.0 1,184,045.77
.01/2012006 8,958,208.32 100,000.00 8,858,2.08.32 10,014,685.62 8,858,2.08.32 1,156,477.3.0
.01/2112006 8,958,2.08.32 100,00.0.00 8,858,2.08.32 1.0,.014,685.62 8,&58,2.08.32 1,156,477.3.0
01/2212006 8,958,2.08.32 100,000.00 8,858,2.08.32 10,014,685.62 8.8.58.208.32 1,156,477.30
.0112312006 9,194,383.72 100,000.00 9,094,383.72 10,023,523.98 9,094,383.72 929.140.26
01/24f2006 9,179,660.61 100,000.00 9,079,660.61 10,016,156.30 9,079.660.61 936,495.69
.01/2512006 9,313.316.14 100,000.00 9,213,316.14 9,991,813.77 9,213.316.14 778,497.63
0112612006 9,272,625.67 100,000.00 9,172,625.67 9,980,198.59 9,172,625.67 8.07,572.92
01/2712006 9,371,279.48 100,000.00 9,271,279.48 9,992,1.07.64 9,271,279.48 720,828.16
.01/28/2006 9,371,279.48 1.0.0,000.00 9,271,279.48 9,992,1.07.64 9,271,279.48 72.0,828.16
.01/29/2006 9,371,279.48 100,000..0.0 9,271,279.48 9,992,107.64 9,271,279.48 720,828.16
0113012006 9,451,109.49 100,000.00 9,351,109.49 9,992,145.80 9,351,109.49 641,036.31
0113112006 9,506,035.52 100,000.00 9,406,.035.52 9,990,954.93 9,406,035.52 584,919.41
.
66OO097J22
.
.
.
Pledgee Agreement
To:
Fedeml Reserve Bank of Boston
PO Box 2076
02106-2076B08too MA
Date
Attn: J .oint Custody
We, the agree to the terms of Appendix C of your
Operating Circular 7, dated August 27, 2001, as it may be amended frQm time to time with respect t.o the
account .on your books designated
(accQunt number)
We further agree that YQU may accept securities from the PledgQr as a replacement of, or in
substitutiDn fQr, those securities presently held (please circle one):
o
with pri.or approval
without prior approval
o
provided that the replacement Dr substitution does not reduce the aggregate par amount of securities held in
custody for us. (See Operating Circular 7, Appendix C, Section 4,3.)
We authorize you to use the foll.owing call-back procedure for securities transactions pertaining to
this account (please circle one):
o
three-party call-back
fQur-party call-back
o
We certify that the individuals listed below may take auth.oritative action on our behalf with
. respect to the acc.ount, including a direction to release colIateml from the account. You may rely .on the
auth.ority of these individuals with respect to the account until we otherwise notify you,
(Date)
(Title)
(Signature)
(Print name)
. (Teleph.one)
(Title)
(Signature)
(Date)
(print name)
(Telephone)
(Signature)
(Date)
(Title)
(Print name)
(TelephQne)
(Signature)
(Date)
(Title)
(Print name)
(Telephone)
(Date)
(Signature)
(Title)
(Print name)
(TelephDne)
2
.
The Undersigned hereby certifies that he/she is the present lawful incumbent of the designated
public office.
Pledgee
Naine of governmental unit
Street Address or P.O Box Number
City, State, Zip Code
Official Signature
Date
Printed Name and Title
State of
. County of
On this _ day of
,200_ before me personally appeared
, to me personally known or satisfactorily proven, who by me duly
sworn, did depose and say that he/she resides at
. in the
City of
, in the State of
. that he/she
is the
rritle] of
and that he/she executed this document on behalf of
before
me.
(Signature of Notary)
(Print name of Notary)
.
My commission expires on
[Date]
WAOHOVIA _ Funds Transfer Schedule A - Authorization and Security Procedures
(Please read tha Guide to Completing Funds Trenafer Schedule A before completing this Schedule A.I
.y signing this Schedule A, I represent and warranllhal I have Ihe necessary authority 10 execute Ihls Schedule A and 10
e1agate authority 10 accesslhe deposit accounl(s) listed below, and thaI I will deliver all documentation 10 Wachovla Bank, N.A.
(the "Bank") as it may require to verify such authority (Including corporete resolutions, Secretary's Certificate, signature card or
other documents acceptable to the Bank). I agree to the security procedures below (Ihe "Security Procedures") for Initiation of
funds transfers (Including requests for foreign drafts) from the specified deposil account(s). These Security Procedures are In
accordance with Ihe Special Tenna and Conditions for VV1re Transfers In the Deposit Agreement and Disclosures for Personal or
for Commercial Accounts (each, a "Deposit Agreemen!"). My Deposit Agreemenlls Incorporated herein by reference. I shall
complele a new Schedule A 10 add, change, or delete any account or Infonnation included In Ihls Schedule A. I shall provide all
documents requIred by the Bank 10 verify my continuing authority 10 execute such new Schedule A. I further represent that I
am an Authorized Signer on all of the deposit accounts listed below.
SECTION 1 - Customer Required Infonnatlon
CustomI!IrICOmPlilny Fulll..egBl Nlme:
I
Physlcal Street Adclrua (Not a P.D. Box):
Clly:
I
MliUno Ad_ fer T_one S-rily Codes (Optional),
I
Clly'
I
Contact Nome (R....rod)'
I
S1Ite: ZIP Code:
II
Phone Number (ReqtJred):
II
stat.: ZIP Code:
II
Fax Nta'nl:ler:
II
SECTION 2 -Initiation Method
Pereonal/Consumer Accounts (Chock One):
o Telephone
o Walk-In (Do Not Issue Security Codes.)
CommerclsUCorporate/Small Business Accounts (Check on that apply):
o Telephone 0 Integraled Payables
o Walk-In (Do Nollssue Securtty Codes.)
o Wachovia ConneGUon
o SWIFT
Review Section 6 - Standard Security Procedures below for the chosen Initiation method.
********************************************************************************************************
II
GFTSA
II
.
562269 rev 05 Page 1 0' 6
Initials
Oalol
SECTION 3 - Account Designation
I have checked "Naw" solely to establish funds transfer authorizations on my deposit account(s) listed below. I have indicated
those accounts for which my Representatlve(s) (deflned In Seclion 5 below) should be notified. I have checked "Add" to Include
Additional deposit account(s) on my funds transfer record. I heve checked "Change" to modify Notification on my account(s) in
~y funds transfer record. I have checked "Delete" solely to delete eccounta from my funds transfer record. I have checked
"Rep Only" to Indicate those accounts elready on my funds transfer record to which I am adding or modifying my
Representatives. The Account Label column is used solely 10 identify accounl(s) for Representative acce88 specified In
Seclion 5.
Account Action NOTIFICA TlON
Label (ChecI< ONE below) Slam Account Numbsr & Full Nams of Account (Check ONE below and 88led
Not1flcation Method In Secl10n 4)
o New 0_ I I o No NotIl1cation o Debits Only
A o ChBnga o DeIOl8
o Rap Only o Credna Only Daolh
o New D_ Ol I D No NotIftcation o Debits Only
B o Change o Delate
o Rap Only o Credits Only o 80th
o New D_ Ol I o No NoUftcation o Debits Only
C o Change o Delata
o Rep Only o Credna Only o 80th
o New D- Ol I o No NotIl1caUon o OOblts Only
D o Change o Delete
o Rap Only o Credna Only o 80th
SECTION 4 - Notification Method
I have selected one notification method for all accounts s clllad for Notification In Section 3 above.
parsonaUConsumer Accounts:
CommerclaUCorporalelSmall Business Accounts:
o U.S. Mall Consolldaled Advice (available for credits,
debits or both).
o Funds Transfer Fax (available for credlls, debits or
both). Fax number is specified In SectIon 1 above.
o Telephone (available for credits only). Complete
Section 5 below.
o Integrafed Payebles and/or Recaivables (available for
credits, debits or both).
o U.S. Mall Consolidated Advice (available for credits, debits
or both).
o Funds Transfer Fax (available for credits, debits or both).
Fax number Is specified in SectIon 1 above.
o Telephone (available for credits only). Complele Secllon
5 below.
o SWIFT MT9001MT91 0 (available for credlls, debits or
both)
SECTION 6 - Authorized Representatlve Designation for Telephone or "Walk-In" Inltlatlon Methods Only
(NOT applicable to Wachovla Connect/on, Integrated Paysbles and SWIFT Inltlallons.)
o I authorize the representatives named In the table below (each a "Representative") to Initiate or verify funds transfers on
my behalf or to recalve telephone notification of credits. I have checked "New" solely to establish funds transfer
authorizations for my Representallve(a) listed below. I have checked "Add" 10 include additional Representative(s) on
my funds transfer record. I have checked "Change" to modify the Telephone Number(s), Account(a) to Access or
Entitlements with Limits for my Represenlative(s) on my funds transfer record. I have checked "Deleta" solely to delete
any Representative from my funds transfer record.
o
-OR-
If I check this box, I must NOT complete the table In this Section 6.
I authorize the Represenlative(s) previously authorized for an existing eccount eccess to lhe same funds transfer
authority for the account(s) listed In Section 3 of lhls Schedule A.
My existing account number Is:
.
562269 rev 05 Page 2 of 5
Initials
Date I
I
Action Accounts to Access EntiUemonbl with Urn""
(ChoCk ONE (ChoCk ONE below) (Check all that apply and specify Dollar nmlt per transfer)
bolow)
DNaw Repreaentative N!ImO: 0' NOll-lBpotillvo Entry
I I $
o Add TeIepI'lOtIe Number: Di Ropetl1lvo Entry $
I I
0, Ch,ngo o Afleccounts In Section 3. 0; Non-l8petlllvo Vorffy $
o Doloto 0, Assigned Account Lobol(s) from SectIon 3 o Repotl1lvo Verffy $
o Sarna accounts as previously authorized for Representative named: 0' Tolophono Nollllco1lon of Credits (lor all Oonar amounts)
DNew Repraaentatlve Name: o NOll-lBpotltlveEntry
I I $
o Add Telephone Numbar. o Repotltlvo Entry $
I I
D Chongo D A1lsooounts In SoclIon 3. o Non-l8petlllvo Vorffy $
O,Deloto D AssIgned Account Lobol(s) from 58dlon 3 o Ropotillvo Vorffy $
'0 Same accounts 8S previously authorized for Representative named: o Tolophone Not1floation of Credits (lor all Dollar amounts)
DNew Representative Name: o Non-ropotlllvo Entry
I ~ $
o Add Telepnon. Number: o RopetItIvo Entry $
II ;
D Chango D All oooolrlo In 58cnon 3. o NOll-lBpetlllvo Vorlfy $
DOOIsto D Assigned Account LobBl(s) from SoclIon 3 o Ropetltlve Vorffy $
D 58me accounts 00 prevlouoly outhor1zod lor Roproaontollvo nomod: o Tolophono NotIl1co11on of Credits (lor oil Collar omounts)
ONaw RltpfOICntBtIve Nerne: 0, Non-lepetl1lvo Entry
I I $
DAdd Telephone Nu~r: 0, Ropotltlvo Entry $
I I
D Ch,ngo o All accounts In Sectlon 3. 0, Non-l8pelltlvo Vorffy $
DDeloto D Asolgned Account Lebel(a) from SeclIon 3 o Ropstitivo Vorffy $
o Same accounts 88 prevlousfy authorized for Representative named: o Telephone Nollllcation of Cred", (lor all Oollar omounts)
SECTION 6 - Standard Security Procedures
A. Security Codes (For Telephone Initiation ONL V):
The Bank will assign Security Codes and forward them along wIIh an ecknowledgement form to the Representatlve(s)
designated by me. My Repressntative(s) must return the acknowledgement form to the Bank. A Security Code will be
activated by the Bank only upon the Bank's receipt o( the acknowledgement form.
B. Call-ilacks (For Telephone InlUatlon ONLY):
A 'cell-back" occurs when the Bank telephones any of my Representatives (other than the Inlliating Representative) to verify
the euthenticlly and accuracy of a funds transfer request. The Bank may use varying crIIeria for call-backs, such as Dollar
amounts and Individuallimlls; however, the Bank will Initiate a call-beck to verify the authenticlly of each funds transfer
request es follows: (1) repetitive transfer orders in amounts greater than One Million Dollers ($t,OOO,OOO.OO); and (2) non-
repetitive transfer orders in emounts greater than Twenty-Five Thousand Dollars ($25,000.00). If the verification cannot be
performed by the Bank by 5:30 p.m. ET on a banking day, my funds transfer request may be canceled by the Bank. I mey
alect different cell-back limits or single control by executing end delivering to the Bank Funds Transfer Schedule B -
Deviation from Security Procedures.
C. Integrated Peyebles Initiation:
If I em an Integrated Payables customer of the Bank, I acknowledge and conflrm that the Bank offers software data
. encryption and message authentication. As described In the Integrated Payables Service Description, , follow ANSI
standards X.9, X12.42 end X12.58 concerning changing the velue of the key(s) a minimum of every thirty (30) days.
Datal
5622S9 rev 05 Pogo 3 of 6
Initials
O. Wachovla Connection Initiation:
If I am a Wachovia Connection customer, I acknowledge and confirm that Wachovia ConnectIon provides a module for
security administration, Including setup and maintenance of Representative(s) and repetitive Instructions, to be performed
. by my security adminlstrator(s). Various security options have been made available to me by the Bank for funds transfer
initiation and repetitive Instructions creation, including up to nlna (9) levels of approval. It Is highly recommended by the
Bank that I and my Representatlve(s) utilize a multifactor authentication "token" assigned by the Bank in order to access the
Payment Services modules of Wachovla Connection. I may elect not to utilize the Bank's multifactor authentication token
by executing and delivering to the Bank its Wachovla Connection Multlfactor AuthentIcation Weiver. I also acknowledge
and confirm that: (I) I mey directly add, change or delate deposR accounts on which I choose to engege In wire transfer of
funds transactions and Representativea who may perform such transactions via Wachovia Connection, and (iQ In the event I
take any such actions via Wachovfe Connection wlthout my updating this Schedule A as required, such accounts and
authorizations shall be deemed authorized by me aa If recorded on this Schedule A, and I incorporate those accounts and
authorlzationa in this Schedule A by this reference. To the extent that I utilize Wachovla Connection to Initiate a foreign
draft, I acknowledge that foreign drafts are unconditional orders to the Bank to pay funds from the Bank's accounts, and I
accept full responsibility for the protection, safekeeping and use of all foralgn draft stock In my possession.
E. Facsimile paymant Orders:
The Bank may, in its sole discretion, elect to accept my transfer orders by facsimile transmission (fax). I must complete and
deliver to the Bank Funds Transfer Schedule B - Deviation from Security Procedures In order that faxed funds transfer
orders may be accepted. If the Bank egrees to accept my faxed transfer ordera, the Bank wlll treat them as telephone
Initiated requests, end the Bank wlll utilize addRlonal security measures such as cal~back verification. All funds transfers
InRiated by fax require a minimum of one (1) telephone communication between melmy Representative and the Bank to
verify that the Bank is In receipt of my faxed request and that no data has been altered in its transmisslon. I must provide
the Bank wlth my Security Code at the time of this communication. A second cal~back verification may be performad by the
Bank based on the Dollar amounts listed In Paragraph 6B of this Funds Transfer Schedule A - Authorlzetlon and Security
Procedures or listed In Funds Transfer Schedule B - Deviation from Security Procedures, if applicable.
F. SWIFT Initiation:
If I am inRlatlng my payment order through SWIFT, I acknowledge that the Security Procedure used to verify that I am the
originator of the payment order or other communication requesting an amendment, cancellation or other action regarding
the payment order, Is the SWIFT Authentication Procedure published in the SWIFT User Handbook (as R may be amended
. from time to time). SWIFT Initiated payment orders shall Include those Initiated through the Bank's Member Administered
Closed User Group (MA-CUG) established with SWIFT.
SECTION 7 - Customer Authorization
By completing and signing this Schedule A, I specify those Security ProcedUfes I believe to be appropriate and commercially
reasonable for my circumstances and the typa, amount and frequency of funds transfers (including requests for foreign drafts)
from my deposR account(s). I shall keep the Security Procedures confidential and I shall not disclose them to anyone other than
my Representative(s). I shall have sole responsibility for providing edequate security over the Security Codes and, If I am a
Wachovle Connect/on customer, ovar any Identifications, passwords, or token devices provided to me by the Bank. I am solely
responsible for the consequences of any fraudulent or unauthorized message that employs those Security Codes,
identifications, passwords or token devicea. I indemnify and hold the Bank harmless against all suits, actions, losses, damages,
expenses, or liabilities Onc1udlng attomeys' fees and expenses) directty or indlrectty caused by any uneuthorlzed, fraudulent, or
negligent use of my Security Codes, Identifications, passwords, or token devices. This Indemnity does not apply to the extent
any loss, damege or expense shall have been caused by the Bank's gross negligence or willful misconduct. If I or any
Representative believe(s) that a Security Procedure or Security Code may have been lost or leamed by an unauthorized
person, I must notify the Bank Immediately at 800-736-3320 or 800-669-4468. If I or any Representative belleve(s) that a
Wachovla Connection Identification, password or token device may have been lost or leamed by an unauthorized person, I
must notify the Bank Immediately at 800-621-6006. Initiation of a funds transfer request by me or any Representative shall be
deemed conclusive evidence of my and their present authority and intent to be legally bound by all provisions of this Schedule A
and the OeposR Agreement. This Schedule A wlll continue in full force and effect (i) until a subsequent Schedule A shaD be
received by the Bank and (II) to the extent amended or modified by such subsequent Schedule A, and (iii) If I am a Wachovla
Connection customer, until such time es I shall add or change any account to utilize wlre transfers of funds wlthout having
updated this Schedule A.
.
582269 rav 06 PlllJa 4 of 6
Inftlala
DBlel
I
.UII Legal Nama of CuatDmer
I
Authorized Slgner'a Name & T
For Wachovla Bank Use 0
this Funds Trensfer Sched
Manager, Financial Speclall
Management Associate Ide
I
Nama and TllIa (pl.... print)
L-
Phon. Number
************************
.
Section Guide
The following table describe
Initiation Method
Telephone (including tel
WSI1<-ln
Integrated Psyabl8s
Wschovls Connactlon
SWIFT
Section 4 Is optional for e
SECTION 1 - Customer Req
. Com plate the mailing ad
is different from the stree
. Complate lIhe fax numbe
SECTION 2 - Initiation Meth
. Select 'Telephone" If yo
office to initiate your pa
. Seled "Walk-In" only If y
. . Seled "SWIFT' only If y
the Bank's Member Adm
. Do NOT complete SecI10
5622691llV 05 P.ge 5 of S
CuatDmer'slAuthorlzed Slgner'a Signature
llIe (pl..se print)
I
Dale
nly
ule A has been verified as complate by lIhe Bank Officer, Financial Center Manager or Assistant
at, Customer Relationship Manager, Relallonship Specialist/Client Account Manager or Client
ntifled below.
Bank Authorized Signature
I
Man Code
I
Dale
************************************************************************..******
Guide to Completing Funds Transfer Schedule A
s the sections of Schedule A required for each wire transferlforelgn draft initiation method.
Req ulred Sections
sphone aa a contingency aelVlcs)
1,2,3,5,7
1,2,3,5.7
1,2.3,7
1,2,3,7
1,2, 3,7
ny wire service.
ulred Information
dress if the eddress to which Security Codes (for the Telephone Initiation method) are to be mailed
t address.
r ~ requesting fax advlces of Incoming and/or outgoing wires.
ad
u want to inRiate wireslforeign drafts by telephone, even If you occasionally go to a Wachovia Bank
ymenl.
ou plan always to In~iate wires and foreign drafts In a Wachovla Bank office.
ou will transmit your payment orders to lIhe Bank IIhrough SWIFT. this Initiation method includes
Inistered Closed User Group (MA-CUG) established with SWIFT.
n 2 If you are complatlng Schedule A solely to add, change or delete e notlficstion service.
Guide to Completing Funds Transfer Schedule A - continued
.fECTlON 3 - Account Designation
. . Describe accounts that you authorize to be debtted for wire transfers or foreign drafts, Also Include accounts that may be
credtted wnh Incoming wire transfers for which a notlficetlon option Is needed.
. Check one box In the Notlllcetion column to receive notification about wire activity on the account. The notillcetlon method
(specified in Section 4) and the type of transactions (debtts, credits or both) for which you request notification must agree.
Additional charges may apply for notillcation services.
. If you need additional space, please attach a list continuing the Account Label column with E, F, G, etc. The
Customer/Authorl2ed Signer must sign the list.
SECTION 4 - NotIflcatfon Method
Complete this Section only if you Indicate a notificetlon method, for at least one account in Section 3.
SECTION 6 - Authorized Repreaentatlve Designation
Complete this Section only if you have selected Telephone or Walk-In as the Initiation Method or have selected Telephona as
the Notillcetlon Method. The following Instructions apply to the completion of the table In Section 5:
. In the "Account to Access" portion of the table, three options are provided to Indicate eccounts that can be accessed by
each Representetlve.
. The Ilrst option grants the Representative access to all of the accounts listed In SeelIon 3.
. The second option grants the Representative access to specific, but not ali, eccounts listed In SeelIon 3. List the
Account Label(s) from Section 3 that correspond to the account(s) to which the Representative Is to be granted access,
. The third option grants the Representative access to the same accounts as an existing Representative. Provide the
existing Representative's legal name.
. In the "Entitlements with Limits" portion of the table, check all functions each Representative shall be authorized to perform
and provide the mexlmum dollar amounts for the Representativa. To avoid possibility of error or confusion, enter the entire
dollar amount In all of the dollar amount Ilelds (no abbrevietions such as "$23mmj.
. Note: There must be at least one Representative with entry authority and one different Representative with verification
. authority, unless you have completed a Funds Transfer Schedule B to authorize Single Control.
. For additional Representatives please atiach another Schedule A.
SECTION 7 - Customer Authorization
Schedule A must be signed by an Authorized Signer on all accounts listed on the form, The Authorized Signer must
also Inltfal and date pages 1, 2, 3 and 4 of the 6-page form.
Funds Transfer Document Checklist
Complete... To...
Funds Transfer Schedule A - Authorization and Security Authorize setup of e wlre transferlfllrelgn dnafllnltiation aelVlce.
Procedures
Funds Trensfer Schedule B - Deviation from Standard Authorize single control for telephone-Inttiated payments, to
SeClJrity authorize fax inttlstlon or to change the repetitive or non-repetitive
verification thresholds fllr telephonelfax Inttiated payments.
Funds Transfer Schedule C - Repetitive Transfer Instructions Setup repstltivelnstructions fllr funds transfers Inttiated by
telephone or Integrated Payabl8.. This Schedule is not required
for repetitive instructions (a.k.a. templates) setup on Wechovia
Connection.
Funds Transfer Schedule D1- Standing Trensfar Orders Eatablish or update Standing Trensfer Orders, which are
automated wire transfers based on established criteria to
detennine wire amount.
Funds Transfer Schedul8 D2 - Drawdown Instructions Authorize processing of en incoming drawdown request, which
may resutt In an outgoing wire tranaler. Nsc complete thia
Schedule to establish or change repetitive instructions for outgoing
drewdown requests Inniated by telephone or Integrated Peyable..
.
662269 rev 05 Page 6 of 6
WA())luv.1A Funds Transfer Schedule B - DevlaUon from Securfty Procedures
Thls Schedule apecHIes which cf~r deposit accounts with us are subject to B deviation from the standard
. security procedures described In chedule A under the Security Procedures section.
Cuslomet1Compsny Name: (1)
street Address:
CIty: Slala: ZIp Code:
Contact Name: Phone: Fax:
Non-Repetltlve Verification Thresholds: (2) DNew o Update D Delete
Account Number Non-Rep VBriflcatlon Thresnold Account Number Non-Rap Veriflcalion Threshold
. ,
. ,
I I
I I
. I
D OR Olw ALL accounts listed the rna:xIr'm..Im Dmn of $9,999.999,999.99. If IhI8 box Is oh8cked, cuatorner requests NO varlftcation 10 confirm
N<< non-repeUt:lve tranaf.lnltructlons len than or equlIl to $9,999,999,999.99 ftu' an acoounts DsI8d above.
D OR GIve ALL accounts IIsIIJd the m1n1lN.lm limit allowed of $1.00. II this box Is checked, verlfIt:atlon will be required fer all non-repetlllve
transfel'll.
Repetitive Verification Thresholds: (3) DNew o Update D Delete
Account Number Rsp VerIflcatlon Threshold Account Number Rap VerIflcaUon Threshold
I I
I I
I I
I I
. I I
o OR GIve AU accounlB Bsteel the maximum limit of 59.999.999,999.99. Ifth18 box Is checkecI. cuafDm8rreqlHtStl NO varlflcatlon to confim
ANY non-modIfIed ~ IrBllBfur lnetruclions lea than or equal to 59.999.999.999.99 ror all accwnte IIstad abovo.
D OR Glvo ALL BCCOlI""_ the mInlmum Imll_ of 11.00. II thla box 10 checked, V8lffi_ will be roqulrod lor eR__
_.
D Sln~ Control: Customer roqu_ callback veliftcalloo'" be msde'" any of !he following Reproaen1allves ilsted below. If
this Is checked. we MAY perfOnn e caUback.., the same =ntetlve who InIUated the wlro. InVlslon customero will be
Issued Iwo unique passwords and 10'8 for each ReprasentatIve
o Facsimile Transfers: Customer roques18 .., fax their funds tronsler Instruotlons 10 ths Bank foIlowilg the guidelines In the
Security _reeln SchedUe A. , .
~ _on: CUstomer llCi<I1aMedges that Inavaslng vari1Icatlon RmIts, single a>ntroI, no callback verification, end fax
Inldated InstnJdlens are dsvlations from stendard saaJrI\y procedures for funds _ end _i'18 carteln rIsI<s. WechovIe Benk,
NetIoneI AssocIaIion does not consider th... deviations commerdelly roasonsble saaJrI\y. The customer essumeB full responsibility
for all rIsI<s of loss due to uneuthorlzed or enoneous funds tronslero ""ds \\f1houl verIIIcalIon ss. a resutt of this request Furthermoro,
the customer IndsmnllIes end holds hsnnlase the Bank, Ita _, employses, snd agents (ran any end s1llossas. 00_ or
claims of any kind arising out of or In connecIion wIIh funds trBnsfor Instrucllons mads In eccordanos with thle requsst. By eIgnIng
below you ere suIhot1zIng the Funds Tronsler DevIatIon from SlandSJd SeaJrity Procedures. This _ will <XlIlUnue In full
fon:e snd effect until en updated Funds Transfer Schedt.de a Devle1Ion from Standard Security Procedures will be re_ by the
Bank.
(0)
C~1IDmar "1m. and,.... fplMH pdnt) C1lllta~SIgnalln """
BriAulllDrtullo1l: 1lonn.....Il_v.I'AldClDl'JlPl.. Cualomer-'llllStln_bHrI.....medIl;ll~Corpon"'Ruclullallcw8lgnWnc..td.
llIIatOlllcerJrllml,l1lIIlIndEmlllo't-lO (pIeueprlnt) (4) BII\Il;OllbrBqlalurl 0..
. 8.. 0fIIcer PII_ Nlftlblr MelCodl
??oo K2210 (RrtD1IPaoI1 of2 Or1aInII.PundlTmMfw c.,..~r Copr.~M_.. -'....
- - .
.
.
.
Schedulo B .CUslDmer__
TIll8BUIY _ DMsion - Global Funds TrensfOf
1_ for compIaUng "Funds Tronsfar Schedule S'
Funds T18nstor Fonn for DevIaIion!rom Security Prccedures
For Telephone, InVislon, WEB InVlsloo end PC InVlslon
SECTION 1
. Customar InformalIon - EnIer ~ name. address. and Ialephone number using only one company par form.
NOTE: S8cl1ons 2 and 3 have _ boxes to delsnnIne what BCIIon should be Iaken. The deIInlllons for thase chock
boxas .... as foIlcWB:
Now. to be usad for new aJIlIomor 881 ups ON!. Y.
Update -to add 0 new llCCOlI1l/lt'Ie or mako chmgas to an existing accountlllYeshcld.
Detata. to _Ia an acoounlllhroshcld
SECllON2
. Non-Repelltlw Vortllcatlon Throohold
The customer desIgnstee alhroshold olI1er than the standanl $25.000 for norH'8pa1ltlve _ns by filling In the
account number and the cIollor amount above which aU norH'Op8l1IIve __ will roquIro _. To deoIgnate
on unlimited _hold '.8. no l1O!H'ep81ItIve Ironsactlons will requb'a veliftC8lion. chodc!he box labeled "OR Gfv9 aD
accounta/lsted the maxfmum Omit of $9.999.999,999.99". To deslpte veliftcatlon on all non-repatlllve transacl1ons.
chodc the box labeled "OR Gfv9 sJ/ accounts the ninImum limit _ of 51.00.'
SECllON3
. Rspel1tIve Ve~tk:al1on Thresholds: Rspel1tIve VortIIcatIon Thre8I1oId
The customor designates a threshold other than the _Ill 51.000.000 for ropetIlIve veliftC8Uons by filling In the
account number ancIIt18 doDar amount ebove Y.tlIch aD repettUve transactions IAltd require ver1flcatlm. To designate
an unlimited lI1roshoId 1... no repetIIIve Ironsaclions will require _. chack the box labeled "OR GIve ell
aoccunts /lsled the maximum OmIt of $9.999.999.9911.99". To designate veliftcatlon on 011 ropetIlIve tronsec:lions, chack
Ihe box labeled "OR GIve ell aa:ounts /he ninImum Orrit _of $1.00.'
If 0 customer wishes to designate sIngta control forthair acccunta 1.0. the same IndlvlclJal who InI_ a wIro may 0180
verify 11. they can do so by chodcIng !he box 1_ "ClRItomer requeSl1l that verlJIcatIon to conITrm Ironsfar In_a
may ba mads by /he soma Rapresenlet/v9101lo lnIl/Stad the......~ After chacIdng the box, the names of Individuals who
ahould be granted oIrVo control should bs deoIgnated In tho spac:as plCYldod. NOTE: ThIs s1ng1a control will be 881
up for both PC and Voice InltleIion.
To roqoomthe ob81ty1o sand fundslronsfe<lnstructlona \IIa fax, chacktheboxlebe1ed 'FecsImIIe rransfelli".
NOTE: Security guidelines noIed In Schedule A must be foIIowod.
SECTION 4
. Authol1zed a1gnstures mJ8l be Included on tho ScI1eduIe S.
OOOlI502270(RnOl)P.2af2)
W.AOHOVIA.
Funds Transfer Schedule C
Repetitive Transfer Instructions
. This Schedule C speclftes Repetltlves that the customer authDrizes Wachovta to setup In accordance with the Wire Transfer Terms and Conditions ast forth In the
-= Agroomonl. which II Incorporatod horoln by rofenonce. Tho bonk win mon tho aJStomar 0 copy of tho Ropotlllvo ..!up. 1110 thO customo~1 rosponllbll1ty
otlfy the Blnk Immediately If It has not been setup BCClJ'8tely. The aJStomer's use of the Repetftlve Number constitutes acceptance. This Schedule C must
l!good by an Aulhorlzad Slgnar of tho occounts 1~1od.
I C,,",amor Nome I TNI seno,"" c ,"tno (CIIOCk ono):
o New Setup 0 Update 10 Pl'fl\Iious Setup
Rope!l6ves
. urn r
um r
urr_
ort
trough,
ry
"0
IT'/ n 8me
rea
.
ry
um
rea
nefI ary Account urn
_...
um
m r
urroncy
n
ortBan me
",ro.
lroug.n
Ille
ry
"g u
IIY lIn erne
rea
on
ry "
ng u
me
.....
ry
unt urn
efllrence Text
u
u um
unoncy
Intermeclary 8Mk
8nd Addrella (Ban
II routed ttwoug, known)
nt
ort "
um
"
.
.....
ort
utng um
ary erne 8
II
Acc:ountNum
ReforarlC8 T
The signer below 18 authorized to request the setup of the Repetltives lbited on this Schedule C.
Ncne and TltlIl(Prtnl)
Authorkod SptU'e
....
Phone' Nunm.r
NarrwsndT1llIl(Pdnt) AuthorIzedS\gnlltln
FOR WACHOVlA BANK USE ONLY
RELATIONSHIP MANAGER
o.tCI Pho~ Number
. FUNDS.TRANSFER
RC
Form hIlS been
vertnodccmplete. Prtm~
SlQnaI.ure has bDen
verthd agaInsl
orpol8teReaoIutIon
or aIgnalll'ecarcl.
"",m_
"f
DaloboiOlIPdaIod . .
. .--,
Vorlftod
SJpb.ftlD~.
'.
0000562271 {P1V1l1 af1)
White. Funds Transfer C.nary - Customer Pink - Rtlatlonshlp Man.g.r
R.ten1lon-7ye.1'I
Funds Transfer Schedule D
Standing Transfer Orders and Drawdown Instructions
This Schedule 0 spectfies Standing Transfer Orders and/or Orawdowna that you authortze U8 to setup In accordance with the W1re Transfer Terms and
Eons set forth In our Deposit Agreemenl. which Is Incorporated herein by reference. The bank w'" mall the customer a copy of the Standing Transfer order
Drawdown setup, II ~ tho customo~. responsibility to noUfy tho Benk immediately K k he. not been setup .c.."otoly. This S_ul. 0 must be signed by an
rlzed Signer of the accounts Dated.
W.AOHOVIA.
I CUetomor Nome
r~. SdIBd'" 0 ,. tho (- ono):
o New Sl!ltUp 0 Updata to PrevIous Setup
standing Tranafer Orders (Sea reverse for explanaUOn of Standing Tranafer Order opUona.)
u ~
on ..,on
no urn r
ry an ame.
.....
n .., emo
...,
....nCll
mount
o ,_ Belanco
o Sta. of Day .......
roquoncy
.
10
.
c
u
.
Drawdown Tranafers
Drawdowns are incoming messages from another lInanclallnstltutlon requesting us to debit your account and wire the funds to I specified ABA Routing Number
and beneflelary account. You can preau1hortze thase requests by comptetlng the below fields.
u r aq ng u
u
en
.....
I'lWlI on m-
noI
.
.mou
art um
u
oqu I1\l
u
equ ng an
TO
. net
. omcunl
...,
The signer below Is authorized to request the setup of the standing Transfer Omens and Drawdowns listed on thla Schedule D.
NlmelndTI'I.(print)
....
-Slgn-
PhooI NL.ITIber
Aultloftad81lilnatwl
,--
Nam..ndTlUe(Print)
....
FOR WACHOVlA BANK NATIONAL ASSOCIATION USE ONLY
RELATIONSHIP MANAGER
FUNDS TRANSFER
RC
Form has been
verifted =mpIete. Prtll NImBIDate
SIgnature h8ll bean
YOfffIeclagllnsl
orporetoResclution
OIs1gnsturecard. 81gn~
0eIabaa UpdoIad ~_..
Ver1flBd
.-
??oo 502287 (Paglll 1 of 2)
White . Funds Transfer Canary. Customer Pink. ReIBtlonlhlp MBnager
RnntlDn-7YMl"
.
.
.
0000 562287 (Page 2 of 2)
Standing Transfer Orders .
A Blanding order Is e repetitive transfer that the syatem IniUsies .
: eutomatlcally, at a uaer.,dafined time or Inlarval. Standing transfer
! Ordel'll can be used to transfer a specified amount of money or
, achieve s cartaln account balanca. A atanding. order can be far a
fixed smount aach 6mB; or, tho amount can vary with thB Bcoount
belanca.
Transfer Fixed Amount maanB the dollar Bmount of each ropetlllvB .
tranaactlonfar this standing ordBr la s eet value (i.e., same Bmount
Bach Ume).
Drawdown Opening Balsnce to Peg Amount mssna each tlma this
standing order la Initiated, thB deb" scoount's belance Is drown down
to a specified dollar amount (peg).
Orawdown Opening Balsnce to Zero mesns tho dablt acoount's
opening belance Is drawn down to zero at alart-of-<lay (I.e., wiro entlro
start-of-<ley beIBnca).
Drawdown Against Inbroday Balance to Peg Amount'mBans the
dab" account's Intreday bBIBnca Is drawn down to s specified doller
Bmount (peg) at B designated time of day (I.a., wlro In exoss. of a
alated amo,unt).
Fraquancy:
Dally (every busl"88 day);
Weekly <nsrne day of weak);
Bl-waekly <narnB dBY of week);
Monthly <nBme dsy of month);
End of Month <last bualness dsy of month).
.
ESTle AND INTERNATIONAL WIRES AND
FX DRAFTS
AN UNCOMMON
SOLUTION
Do you need to make same-clay payments within the United States or cross-border
payments in U.S. dollar (USD) or foreign currencies?
Wachovia offers you a variety of ways to initiate domestic and international payments:
DOMESTIC WIRE TRANSFER - Transfer money electronically on a same-day basis within
the United States.
IIm!RNATlONAL WIRE TRANSFER - Quickly and efficiently get your payments to
beneficiaries anywhere in the world using our extensive network of correspondent
banks and bank accounts.
FX DRAFJ'S - Make foreign currency or USD payments via a draft (a check-like
instrument) drawn on a bank physically located in the region of the world to which
you are making the payment This local presence enables easier and less costly clearing
than if the draft was drawn on a U.S. bank.
.
How You CAN
BENEFIT
SPEED - Domestic wires are delivered on a same-day basis; international wires are
usually delivered to the beneficiary within two days.
SAFETY - Comprehensive fraud controls are employed throughout the wire transfer
process.
FJNAUTY OF PAYMENT - Wire payments are considered final! allowing recipients to
know they have been paid and to conduct business accordingly (e.g. release goods,
execute closing documents, etc.).
INTERNATIONAL PAYMENTS - Cross-border payments can be made in either USD or
foreign currency to meet your specific needs.
THE W ACHOVIA
ADVANTAGE
INmATION OmONS - You can initiate your domestic and foreign payments online
through Wachovia ConnectionllO, via an Integrated Payables file transmission, through
SWIFT (either as a direct member or through our SWIFT Member Administered Closed
User group [MA-CUG] service) or by phone. Standing transfer orders can be established
for recurring payments.
INFORMATION ACCESS - Our online reporting system allows you to review current-day,
future and historical wire transfers and to obtain comprehensive information on both
incoming and outgoing wires.
COMPIITJTIVE FOREIGN CURRENCY RATES - Our access to the foreign currency markets and
automated systems allows you to obtain competitive exchange rates.
.
'. ' .' ~f'.:'~,~:'~,,~'L:' ..,'>"'..:'::~: ....': ~ -1::'1:'1::\., - :'.
.
THE W ACHOVIA
ADVANTAGE
(CONTINUED)
How OUTGOING
DOMESTIC AND
INTERNATIONAL
WIRES WORK
.
.
I
GLOBAL NE1WORK - Our direct account relationships with more than 3,000
correspondent banks reduce errors, delays and costs.
GLOaAL PRESENCE - Our 33 international representative offices and seven international
branches enable Wachovia's customer service teams to quickly address and resolve
foreign payment inquiries by communicating directly with beneficiary banks.
You initiate and authorize a wire transfer via the Web, SWIFT/SWIFT MA-CUG service,
integrated payables file transmission or phone.
,
The Wachovio Connection system offers a secure Web initiation platform that
allows you to control authorization access and levels by individual and maintain
wire templates for use in executing repetitive wires. You can initiate domestic and
international wire transfers as well as domestic and international drawdowns and
third-party payments through this system. Competitive foreign exchange rates are
assigned to your foreign currency payments during initiation.
The SWTFT ~WIFT MA-CUG service offers the convenience and security of large-
volume payment initiation using the SWIFT infrastructure.
, The Integrated prryables service allows you to initiate domestic and international
wire transfers through a single transmission to the bank. Competitive foreign
exchange rates are assigned to your foreign currency payments. You may optionally
view and approve the exchange rates online prior to fmal payment processing.
- The phone service can be used to initiate wires when your payment volume is low.
:Wachovia's automated process reviews the format and routing, verifies balances and
;confirms regulatory compliance.
:Wachovia utilizes our vast correspondent bank account network to expedite
:intemational payment processing.
'Wires may be sent via FedWire or CHIPS. The SWIFT network is utilized to deliver
payment instructions.
S tanding wire transfer orders can be established for recurring domestic or foreign
payments and automatically created based on one of the following criteria:
Account balance with wire thresholds and incrementing options
Fixed amount
Drawdown requests based on a fixed amount
. Multiple information reporting options are available based on your needs, including
Wachovia Connection, Integrated Receivables, SWIFT confirmations and statements,
BAI files, fax and e-mail reporting, and mailed advices.
.
How FOREIGN
DRAFTS WORK
.
OrnER TREASURY
MANAGEMENT
SOLUTIONS TO
CONSIDER
TALK TO Us
.
You Initiate and authorize a foreign draft via Wachovia Connection, Integrated Payables
file transmission or phone.
The Wachovia Connection aystem allows you to print and complete foreign drafts in
your office. You may also maintain foreign draft templates for use in executing
recurring drafts.
The Integrated Payable. service allows you to initiate foreign drafts through the
same transmission as your wire transfer payments. The drafts are printed by the
bank. You have the option of receiving the printed drafts or having them mailed
directly to the beneficiaries.
The phone service can be used to initiate foreign drafts when your payment volume
is low. The drafts are printed by the bank. You have the option of receiving the
printed drafts or having them mailed directly to the beneficiaries.
Foreign drafts are cleared through our correspondent bank relationships. To prevent
fraud, a SWIFT authorization message is sent to our selected correspondent bank to
confirm draft details and to authorize payment.
Wachovia's automated process verifies balances, confirms regulatory compliance and
sends the SWIFT authorization message.
The information reporting options available for domestic and international wires also
include foreign drafts.
W ACHOvtA CoNNECTION - Gain online access to saroe-day or historical balance and
transaction detail, account services and account reconcilement - all within a customer-
managed, secure environment
INTEGRATED PAYAaLES -Initiate ACH and check payments along with your global wire
transfers and FX drafts In a single file of payment instructions. Payment instructions
may be sent in standard or custom format and may include remittance information. An
ideal solution for your B2B trade payments.
INI1!ORATED REcErvAllLES - Receive a single electronic file of remittance information for
both your electronic and paper payments. Information can be provided in either
standard or custom format
ACH - Automated Clearing House services offer access to a sophisticated range of
systems to Initiate and manage ACH transactions; a convenient and cost..,ffective
alternative for timely payment of suppliers, taxes, vendors and employees. You can also
use our ACH services to consolidate cash on an automated basis for payment initiation.
If you would like to implement Wachovia's Domestic an<\ International Wire or FX Draft
service, or if you would like to receive more details about the other treasury management
solutions, contact your Treasury Sales Officer, call us at 800-377-9:z08 or e-mail us at
treasurycontact@Wachovia.com.
.
.
.
SECTION 8- WAUSAU IMAGE RPS REPORT SAMPLES WACHOVIA'S LOCKBOX NETWORK
Wausau Image RPS Report Samples
Sample Account Uattng Report
(Sorted by Customer Account Number)
EJdIIIJIt & f
WACIIOVIA Rln'AIL LOCKBOX
Accomrr L:ISTmG RBPOR'l" - BY Accomrr
PROCKSS bATS: 01/26/2002
CLXBIIT XD/HAIlB. OU/WACIlOVU ABC C01IPAIIlY
PIlXNTllD. 01/26/2002
APPLIBD BATCH BATCH SBQ
COUPON ACCOlJRT . AJlQml'T
APPLIED BATCH BA1'CB 880
I I CQUPOH Accomrr I AXomrr XD
I
.
XD
11
......................................................................................
0000000000001100013 179.31 102347 000007 0000051
0OOOOOOOOOOO11000tl 0.34. 102346 000006 000005
0000000000001100074 12.50 102347 000007 0000011
0000000000001100111 33." 102345 000005 0000011
0000000000001100112 1.18 102346 000006 0000061
0000000000001100275 3." 102347 000007 000003
0000000000001115473 55.62 102346 000006 0000011
NfJIIO'CfI~
...._,_...r_.I'_~.... ...., ,_,,..,, ,. " ,', " .......'V' ,....' ,', . .......-. '.,' ,," .. ,", .,.'" ..... .-" .............. '''.' ,",.' ',." - '.,... ," ,'. .....,...., ,'. '.",
.....".r.-",' .. .. .~.,' . ~ -'-.
ACCOUNT LISTING REPORT DESCRIPTION
-------.:iEAOING ---'-----DESCRIPTION----,
Coupon Account Number The customer's account number &om the coupon.
Applied Amount The dollar amount applied to the account.
Barch lD Number 1be intemnl batch 10 number assigned by me IMAGE RPS system
during the t~ Capture Pass.
Blitch Number The batch number assignrd to the batch of work processed during the
Image Capture: PIlSS.
Sequence Number The sequence number of the item within a batch of work aeigned
during the Image CapNre Puss.
Lastprimcd 115120046:01 PM
Pego41 or74
Propricbry it Corl6dmti.1
.
.
.
t.."1:;:(".IIJi'l.~'I',.:..t:f'n.llrJ"Iet=-:~:I-':"::iI:l.]:..""".I'll:.l.~
'l"~tel:lnf..r'''''''.'I..:t:'.):.t1I:1III'I'IN:.
Report Osacrlptlon For Singles, Multlplea, Cl1eck Only And Checks & Uat Reports
(Sample reports follow)
- - - I -- -- -- I
HEADING DESCRIPTION
Coupon Sequence Sequence number of the coupon within a batch of work processed. It Is
asmgned during the Image Capture Pas..
Stub Amount DolW: amount applied to llCCOlmt &om the coupon.
Stub Account Number en.tomer's account number from the coupon.
Transmit Batcb Number Batch number assigned to the batch of work. if customer re-batchCII at
trmsmisrrion output fiJes,
Trmsmit Sequence Number Sequence numbn: of an item within a batch of wotk processed, assigned
only if re-Intching occun to build transmission output file.
Check Sequence Scquet1ce number of the check within a batch of work procxssed. It is as-
signed during the Image Captu<e Pas.
Cbeck Amount Dollar amount appBed to account from the check.
Check R(1' Number The: routing and tn;nllit number on the check. J( a read error occurs., this
field will be blank,
Check Account Number The checking account number on the check. If a read eaor occun, this field
will be blank.
-- - - --
- -
SUMMARY I DESCRIPTION
INFORMATION i - ~
IIlltchTol2ls
Total of all applied amount! for checks and coupons.
Item Count
Total of number of checks Il.nd stubs (coupoos).
Last pintcd 115flOO4 6:01 PM
Pqo49of74
Propricwy & COlt8doJMial
SECTION B- WAUSAU IMAGE RPS REPORT SAMPLES WACHOVIA'S LOCKBOX NETWORK
.
Semple Balcl1 Detail Report For Single Transactions
BJdIIbIt 8.2
SI91 CL'1'
PROCHSS DATEI 01/26/2002
WACBOVIA RETAIL LOCDOX
BA'l'CD: DBTAIL RBPOIl'r
PAGE, ~ of' 7
DBPOSI'1'/CONSOLIDATIOHI 00/01
CLIBNT ID/HAMS. 001/96001 ABC COMPANY
BATCH 'fYPBr SIRLSS
PRIHTBDI 01/26/2002
.BATCH BOXBBRI OQ0004
BATCH IDa 006556
c-----------STUB _______(TRARSMIT)_____~I<--------- CHECK --------(TRANSXITl------>
SBg S'rOB AKODNT ACCOUNT lI'tJIIBBR BATCH aso CBBCJt AKOmrr R/T WUmber ACCOUNT NmmBR BATCH
001 504.07 9650321 002 50t.07 031100089 56005010599
003 792.30 9649865 004 792.30 031100102 312630015
005 864.26 9511784 006 864.26 031100092 27648304
007 652.77 97320801 008 552.77 031100092 2660709.
009 281.89 9727830 010 281.89 031100092 21220699
011 2S4.63 9699552 012 284.63 231176952 0103830006
013 85.20 9728317 014 85.20 031100092 22517869
015 880.11 9733727 016 880.11 031000011 00618-101527
017 308.98 96Bl807 01S 308.98 031305745 238520101
019 385.22 9515575 020 385.22 061100606 8910480
021 813.62 "41537 022 813.62 031301422 3619512031
023 S06.24 9487248 024 806.::1:4 071000013 61100000269
.............. ...............
$115,508.55 <------BATCH TOTALS-----> $115, 50S. 55
. 135 <------ITEK COUNT-----> 135
......................................................................................
No"o scalt!
. _' .,."'-..,.. ~ .,.,,/'....~._,.~.~'...._..,_ "'~'. _"'. .,.___....... ,/,........_.. ../-...J".....,. ,.'-........./v.. ~,^_.... . ...,.~./._.-....-...^/'... _ ........,J' ...,.-.....,J'........
.".... .' .' .-..."_..
.
Lase printed llm004 6:01 PM
Pap$Oof74
ProprictBry & Cmdl40ntiaI
.
.
.
SECTION 8- WAUSAU IMAGE RPS REPORT SAMPLES WACHOVIA'S LOCKBOX NETWORK
Sample Batch Detail Report For Multiple Transactions
EJrIrIblt 8.3
PAGE: 1 of 7
SIftl CLT
PROClSS DATE I 01/26/2002
WACHOVIA llB'l'AIL LOCXBOJ:
BA'tCB DB'l'AXL RBPOR'1'
D&POSI'l'/CCNSOLID~IOHI 00/01
CLIBNT ID/NAMBI 001/96001 ABC
BATCH 'l'YPB I WLTIPLBB
COMPANY
PRINTBD. 01/26/2002
BATCH NOMBBRI 000001
BATCH :ID1 006563
<___________ STUB --------(TRAHSMXT)----->I<------ CBBCK ------(TRAHSMIT)--------~
......................................................................................
BBQ STUB AMOUN"l' ACCOUNT 1I1JKBBR BATCH SBQ BSO CllBCB: AMOUNT "IT BUll ACCOmrr NtrM BATCH
001 887 .15 70252:27
002 1,065.96 703329
003 576.29 2310163
000
2,529.40 033504353
----------------------------------------------------------------------------.--------
"37201
005
006
936.97
2,965.03
B034897
9SS0Ut
007
3,882.00 073426129
------------------------------------------.------------------------------------------
S114351
008 434.79 9727197
009 505.50 9663380
010
011
505.50 031309123
434.79 031309123
------------------------------------------------------------------------------------
04.175476:23
O"19~664.06
01~ 1,Dl1.9~ 9735074
013 759.11 9679758
014
015
759.11
1.011.92
031301422
031000011
------------------------------------------------------------------------------------
0118487823
0031016576
...............
..............
'12,250.80 e----- BATCH TOTALS------~
14 <-----ITBM COlJN'l'u'---~ 9
U2. 250.80
NtJllo.cJd.
J,,- .... '. . ..A.,;' ..' ..-,.~ .'~ ..'''' .'" .', .,....~.,....~ " .....<", ~./ ......~.~ " /...' ./' ..... J~ "."'_'-'. .' ',> ..' ,"".f',~' .......,.....~ ..' _ ..r,......
...........
I...asC pinted 1I~12OO4 6:0 I PM
Page 51 of74
Proprictary&Co:nJidcntial
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SECTION 8- WAUSAU IMAGE RPS REPORT SAMPLES, WACHOVIA S LOCKBOX NETWORK
Sample Batch Detail Report For Check Only Transactions
Exhibit 8.4
SITBI CLl' WACBOVIA RB'1'AIL LOCDOX
PROCBSS DATE I 01/26/2002 BATCH DBTAIL llBPOR.T
DBPOSIT/CONSCLlDATICNIOO/Ol
CLZBNT ID/RAHBI 001/96001 ABC COMPANY
BATCH TYPB I CHBCJ:S al:fLY
PAGEl 5 of 7
PRINTBD. 01/2./2002
BA'1'CH !f1JIIBBR. oa072D
BATCH ID~ 058051
<_____________STUB_______(TRANSHrT).____>I<_________ CBBCK -------{TRAHBMIT)-------->
SEQ STtJB AKOmrT ACCQ'DNT HtD!BBR BATCH BBQ SRQ CDC)t AK'l' R/T NmlBER AC'Comrr HUMBER. BATCB
001
003
50.00
75.00
0001279220
0001366076
00720 0001 002
00720 0003 004
50.00
75.00
.......................................................--..............................
053207156
053207166
1234567891011
1231567891011
-----------------------------------------------------------------------------------
.............
..............
$125.00
2
<-------BATCH TOTALS------->
<-------ITBH COUBT----->
$125.00
2
NotttllCa/e
. "..'.' .',/>,'. .... t".
" '. '. ~'. ,'.
^.~,~~,~'^-~^...^~,.,-,.....,~,
EJrIJIbIt 8.8
DETAIL REPORT
IST TRANSACTIONS
SITSI CLT
PRCCBSS DArKs 01/26/2002
KACBOVIA RB'l'llL LOCKBOJ:
BATCH D:B'fAIL REPORT
DKPOSITlCOHSOLIDATIONI 00101
CLIBRT IC/RAJDh 001/96001 DC COXPANY
BATCH 'l'YPZ s CHBClt &. LIST
'. '. .'.' .' ~ . ~- .. '"
PAGlh 6 ot 7
PRIHTBDz 01/2612002
BATCH BUMBBR.I 000721
BATCH IDs 058053
<_________ STUD _______(TRAHBKIT)___>!<_________ CBBCE ------(TRAHSMIT)------->
SBQ STUB AKOtnr'l' ACCOUNT HtDI :BATCH SHg SBQ CHECK AII'l' KIT NUJlBBR ACCOUNT mnmn BATCH
001
005
30.00
100.00
0001290562 00721 0001
0001290733 00721 ODDS
....................................................................................
002 130.00
-----------------------------------------------------------------------------------
0532077&6 1~3.567891011
003
006
225.00
100.00
0001758289 00721 0003
OD01758303 00721 0006
004 325.00
-~---------------------------------------------------------------------------------
053207766 1234567691011
........11....
..............
$.55.00 c------BATCB TOTALS--------> $455.00
. <-----ITBIl COlJl!lTn----_--> ~
Not to <<ale
.......~ .......,r......,......
.........
..............
.-.......
.,',,' ....,... .',\. ',,' ~".- ".
,......-
........,...,...,...
.- ''\/.
.-,,'...'
Lestprintcd 1I,n0046:01 PM
Pap Sl of14
Proprimfy & ConfidcmtW
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SECTION 9 _ TRANSMISSION CAPABILITIES WACHOVIA'S LOCKBOX NETWORK
Transmission Capabilities
Wachovia operates a Da/(J Trtl1tSf1IiIIion C'''t~r udltJ Da1iZExprus. DamExpress is Wacbovia's legacy file transfer sys-
tem. ] t runs 00 a Tandem Himalayas K2oo16 platform under version D38 of Tandem's Nonstop Kemel Operating
System. The Tandem can accommodate several file tnosfcr protocols, each of which is described below.
Retail Lockbox clients retrieve files by dWing into Tandem to the platform. Tbe standard transmission deadline for
processing files same day is 6:00 local time. The cmrent thy', files will be available seven dap a week. 24 hours a
day.
Customers can establish additional securiry in the transmission by using file authentication and/or encryption. Se-
curity is provided by the use of a "LOGDX" cud scot as the first record of any tranSmission.. The 'cu)GDT
Card contains vital information, such as company ID, customer ID, password, etc. and is used by D2taExpress to
determine if the current request for "collection or distributioo" is valid.
1. Asynchronous Protocol Option
Protocols Supported Xmodcm
Xmodem.1K
Kermit
Zmodem
Port Settings 8 data bits, no parity, lltop bit
Modem Speed Up 10 19,200 kbp'
Modem Type Usually any Haye. Compatible (3Com/US Robotics Recommended)
Softw= Procomm Plus, pcANYWHERE, Hyp<rte=inal (See below)
Typics1 Hatdware PC. & system! running Unix operating systems
--- - - --- - - - -
I SpeCifically Supported ASYllchrol10lJS Software V(!orsions
Procomm Plus 2.x for Wtn- pcANYWHBRE 2.x for Windows (16 bit)
dow>< (16 bit)
Procomm Plus 3.lt fat Wtn- pcANYWHBRE 7,x for Windows (32 b;t)
dow>< (16 bit)
Procomm Plw 4.11: for WIn- pcANYWHBRE 8,x for Windows (32 bit)
dows (32 bit)
Hypetterminal (all VCrsiOllll) pcANYWHERE 9,x for Window>< (32 bi~
"NOTE" pcANYWHERE 10 ill NOT supported
lot printed IIMOO4 6:01 PM
Pagej) of74
Proprictary&Confldottial
III
WACHOVIA
W ACHOVIA REMITTANCE SERVICES AGREEMENT
RETAIL SERVICES
This REMITTANCE SERVICES AGREEMENT ("Agreement") is made as of this _(I.A)_ day of
(I.B) 200_(I.C)_ ("Effective Date"), by and between Wachovia Bank Nationai Association
("Wachovia") and (2) ("Client"). In consideration of the payments to be made and services
performed under this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are
herby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1. SERVICES. Wachovia agrees to provide to Client the lockbox services which are described in Schedule A a)
attached hereto and made a part hereof ("Services"). Services not included in Schedule A but which Client may request ~
and Wachovia hereafter provide _ sball also be included within the definition of the term "Services". Client shall use I
connnercially reasonable efforts to notify Wachovia promptly of changes in Client's business activities that might cause
material fluctuation in processing volwnes. Processing volwnes in excess of _(3)_ (see Section 6(1) below)
shall be processed and reimbursed as mutually agreed between the parties.
2. CHARGES AND PAYMENT TERMS. Client agrees to pay Wachovia its charges for services as set forth in
Schedule B attached hereto and made a part hereof, and as otherwise mutually agreed for additional and modified
Services ("Charges"). Wachovia will send Client invoices on a monthly basis for Services rendered and Charges billed.
Invoices shall be due upon receipt. A service charge at the rate of one and one-half percent (1-1/2%) per month (18%
per annum) shall accrue and be payable by Client on the portion of any invoice that remains unpaid for more than thirty
(30) days from the date of the invoice, Client shall be responsible for payment of all taxes applicable to the Services,
which taxes may be measured directly or indirectly by payments made under this Agreement or that are otherwise
required to be collected in connection with the Services, excluding franchise taxes and taxes based on the gross receipts
or net income of Wachovia. Wachovia may invoice Client for any such taxes for which Client is responsible. Invoice
amounts are not subject to discount, withholding, adjustment or setoff by Client under any circlUUStances. The Churge' €W
SD Sehed.lIle R IBB:)' 13e inereaseEl effeetivB the First ar.ni-,'ersary Elate sf this .^.greemBat anEi aR:,' time thereafter if
'NaSRElyia SaRaS Dsties eftbe insrease tEl ClieRt at least sha:,' (~Q) says I3riar 18 its effi3Gti':e Elate. Client must report to
Wachovia in writing any invoice errors within ninety (90) days of the date of the error. Wachovia shall not be
responsible for invoice errors reported after such ninety (90) days and the original invoice shall be considered correct.
3. RETENTION OF DATA. Wachovia agrees to retain data that is electronically sent to Client for five (5) business
days from the date such data is sent to the Client. If such data is lost or damaged during such retention period and such
loss or damage were caused by Wachovia, Wachovia shall incur the cost of reconstruction and/or regeneration of the
lost or damaged data using available Client data. If such data were lost or damaged during such retention period and
such loss or damage were caused by the Client, the Client shall incur the cost of reconstruction and/or regeneration of
the lost or damaged data using available Client Data. Client is responsible for providing all Client data including all
source docwnentation required for such reconstruction and/or regeneration.
4. CONFlDENTIALITY. Subiect to the Texas Public Information Act. being Chapter 552 of the Texas
Government Code. Wachovia and Client agree that all proprietary or confidential information (including, but not limited
to, any Wachovia intellectual property, pricing information and Services information, the terms and conditions of this
Agreement and the Client information) communicated to one party by the other party, whether before or after the date of
this Agreement, will be received in confidence, and will not be disclosed by the receiving party, its agents,
subcontractors or employees without prior written consent of the disclosing party, except as may be required by
Wachovia in performance of Services or in connection with any audit by any federal, state or other govenunental or
banking authority having jurisdiction over the Client's or Wachovia's business, or as may otherwise be required by law.
Each party receiving confidential or proprietary information from the other party shall take all reasonable steps and
precautions to ensure that only those of its officers, employees and pennitted agents with a need to know shall have
access to such information solely in connection with the performance of this Agreement, and that each such person shall
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WACHOVIA
keep the information confidential in accordance with the provisions of this Section 4. In no event will the Client divulge
any Wachovia proprietary or confidential information to any competitor of Wachovia or use it to compete with
Wachovia. The provisions of this Section 4 shall survive the termination of this Agreement.
5. REPRESENTATIONS AND WARRANTIES.
(a) 'lbe Client represents, warrants and agrees that (i) it has good title and ownership of all checks, cash and other
items and information to be collected or received by Wachovia, (ii) it shall pay, when due, all Charges invoiced by
Wachovia in accordance with this Agreemen~ (Iii) it is duly organized, validly existing and in good standing onder the
laws of the jurisdiction of its organization and that it has all reqnisite power and authority to enter into this Agreement
and carry out its provisious, (iv) this Agreement has been duly authorized by all necessary proceedings of the Client and
constitutes the valid and binding obligation of the Client, and (v) the provisions of this Agreement do not conflict with or
violate the organizational documents of the Client or the terms of any contract or agreement by which the Client or any
of its property is boond.
(b) Wachovia warrants that (i) it has the right and authority to enter into this Agreement and to perform the services
and other obligations as described in this Agreernent and shall perform such services and obligations either itself or
through qualified subcontractors and/or outsourcers and Client specifically agrees that REMITCO LLC and/or its
affiliates will provide some or all of the services and obligations required of Wachovia hereonder in Agreement, (iii) itis
free to enter into this Agreemen~ (iv) the making of this Agreement and the performance of its obligations as
contemplated by this Agreement is not a violation on its part of any contract, indenture or other agreement or
relationship to which it is a party or by which is it boond, (v), it and its subcontractors shall perform the services and
such other obligations in a professional manner, (vi) it will not infringe on, violate or misappropriate any patent,
copyrigh~ trade secret, trademark or other proprietary right of any entity in perfonning the services and such other
obligations, and (vii) it shall use to perform the services and its other obligations described in this Agreement only
personnel who are authoriz'ed to work in the United Sates of America..
(c) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, WACHOVIA DISCLAIMS ALL
WARRANTIES WIlli RESPECT TO THIS AGREEMENT AND SERVICES INCLUDING, BUT NOT LIMITED
TO, EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND ALL WARRANTIES UNDER THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE
RELATING TO THE TRANSFER AND PRESENlMENT OF CHECKS AND ITEMS. THE ACCEPTANCE,
HANDLING AND PROCESSING OF ANY CHECKS OR OTHER ITEMS UNDER THIS AGREEMENT SHALL
NOT CONSTITUTE OR BE CONSTRUED AS THE MAKING OF A WARRANTY OF ANY KIND BY
W ACHOVIA ON BEHALF OF OR TO CLIENT, OR TO ANY TIllRD PARTY, WITH RESPECT TO ANY SUCH
CHECKS OR ITEMS.
6. LIABILITY AND REMEDIES.
(a) Client's Remedies. Client's sole and exclusive recourse and remedy for any loss it may incur in connection with
this Agreement shall be as set forth in this Section 6. The liability of Wachovia shall be limited to direct losses actually
incurted by Client directly resulting from Wachovia's failure to perform onder this Agreement" rre'?iEleEl, hsv:O\'eF, that
'Hoh liability for lso,e, ,hall in any Yoar Rat ."GeeEl an amsunt e~"al18 the Menfuly f,\'er-age Char-ge paiEl te '.Vachsyia. B)
THe teFfR "Year" refeFs ta the pl:elye (12) ffieBth f.l8rieEi immediately after the EFfeeti':e Date aRB saGh w.'el\'8 (12) ffieRth V
perisEl th.r-eafter. The tORR "HoRlhly f.'.'er-age Char-ge" ,hall Be EloteRRmeEl BY totalmg the msRthly Charge, raiEl ts
\\'asR8\'ia Elver the Year immediately I3reseaing the er:eRts leading te the lass, aRa EliT.iEliRg E:HSR tetal BY 12 (aT if 12
msRthB ha\'e net yet "lap,eEl after the !iff"oliy. Date, the menth\;;' ayerage .free, raiEl ts WaGhs':ia f-er the menths fuat
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!hi, ;\groemeAt has beeA in .ffeet fall.wing tile elf.eli.... Dalo). The m.RlIlly Cllar.ge' H"e~ I. Galclllate tIl. HaAtllly _I @
A ....erage Cbar.ge shall 81Isluae V,,'asH.8yia's 8l':fleases.
WACHOVIA
Client shall provide Wachovia with documentation sufficient to demonstrate any loss actually incurred by Client and for
whicb Client seeks damages from Wachovia. Wachovia shall not be responsible for any loss incurred by Client from a
claim that is settled or compromised by Client without the prior written approval of Wachovia. At the request of
Wachovia, Client shall transfer and assign to Wachovia all rights and remedies of Client with respect to any claim by
Client for loss that-is paid by Wachovia. The reme~ie" rf.'tiae~ for in tIlio f,-groement sllall e.nstilHt. li~ui~at.~ hi)
aamages r.e.i"e~ by tile ClieRl iA full an~ eomr1ote salisfacti.n .f all elaims, lasses and'.r ~amag.', '\'lletll.r ..HgBt aI W
law aT in 8E11:lit::, at an:,' time arising ill G8AA8stiea ":itA. t.fiis L'\greemeRt aaH tHe Serdees.
(b) No Liability for Consequential Damages. In no event will Wachovia be liable to the Client or to any third party
for any indirect, special, punitive, incidental, consequential or compensatory losses, damages, claims or causes of action
including, but not limited to, those arising from loss of data or profits or any other economic loss, even ifWachovia was
aware of the possibility of such damages.
(c) Indemnificalion. In the event of any breach by the Client of this Agreement or its material misrepresentation or
omission, the Client sllall iAB._if)' '!'ach....ia an~ hold Wachovia harmless from all damages, claims and/or losses
resulting from or related to any such breach or material misrepresentation or omission inslHaing, 'l:ithSllt limitatisa,
atteme)'s' reaseaaale fees ami eq38Rses iRGarrea BY \\'asA.8\'ia. TIt8 Clieat shall iRElemai:~)', elefea.a ana Rala ~TasBEr\'ia
ami its Gifestaf5, 8ftissFS, ageBts ami 8FHliates llarmless Hem aRa agaiRst all samages, liabilities, sass ami Bnfl8Rs8s
inGlmliRg, ."itR.au.t limitatieR, attemeysl reassRaale fees ~s enflBRses, arisieg {rem any "laim af astiaR BY a thiFS flart:,' ~
afisiBg 8m. sf Sf with Fesfleet t8 this AgreemeBt aT the Ser\'ie8s flFBvisea Bj' ',l,'asR8yia. To the extent oermitted bv ~
law. Client shall indemnify Wachovia in the processing of nonconforming payments which are opened low speed (500
!PH) within forty-eight (48) hours of receipt by Wachovia. Nonconforming payments are defined as nruItiple remittance
documents and/or checks, single remittance documents and checks where the amounts do not match (partials), single
remittance documents and checks with accompanying correspondence. single remittance documents and checks that
have been folded or have a check stub, check only payments and check list payments.
(d) Error Reporting. Client must report to Wachovia in writing any errors or failures in the Services including, but
not limited to, processing errors, within ninety (90) days of the date of the error or failure. Wachovia shall not be
responsible for errors and failures reported after such uinety (90) days.
(e) Force Majure. Notwithstanding anything in this Agreement to the contrary, Wachovia will not be liable for any
failure or delay in performance under this Agreement which is attributable to acts or events beyond the control of
Wachovia including, but not limited to, war, conditions or events of nature, civil disturbance, work stoppage, power or
equipment failure, fIre and act or omission of the U.S. Postal Service or any other third party, or increases in processing
volmnes because of mergers, acquisitions, consolidations or other business activities of Client that exceed the capacity of
Wachovia to handle such volumes.
(I) V.lume ChaAgos. ~!otwi!hslan~ing anj1hing in tllis AgreomoRl to tile ..AIr""", Aei!her rarty will be Iiallle t. tho
etHer fef a~' failw:e af selay in flerfeFmanse ,{'!h.isR is attri1:mtal3le ta insreases ie j3fBSessing \'elam.e eBSal:lSe 8f mergers,
aC'l"isitians, e.AsoliaaliaRS af atllor busiReos activiti., .f ClieAt tIlaleJ[eee~ (see Aale belo'.,,).
(j)
Nate: If tile .:olume iReFease aF lIeerease is ~ tllaR 20~( af tile eammitted "oet.?:orlt" 'lo1ume '-"Bellovia Deells
ta he Ratified. If tile volume inerease or deerease i!l 20% sr mare of tile eommitted "oetworlt" "!'alu.me, ad.:anEe
notifieati9B is FeE(uired. Ball ~'BEllavia "?:i11 FeE(uire uti ta sixty (~g) days ts adjust staf:A.ng to meet ":alume
AUEtUBtiORS. Prieiog adjustments due to ,..slume AuetuatioR!i may 'be FeE(uired., aoll ad....suee '''FitteD DotifieatioD
will be rr.';i~ell by Waeh.yia I. C1ieAt sixly (6ll) ~ays rrior to the effeoliye IIate .f these .haAges.
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WACHOVIA
(g) The inaem:HlisatisR provisions of this Section 6 shall survive temriAation of this Agreement.
1&
7. OWNERSlllP OF SOFfWARE.Wachovia shall own all right, title aod ioterest in, iocludiog the copyright io
aod to, any Wachovia iotellectual property used in providiog Services, and io aod to aoy modification, enhaocement or
addition to aoy of Wacha via's iotellectual property developed io connection with aoy of the Services requested by the
Client, and Wachovia shall have the right to provide such Wachovia iotellectual property aod aoy modifications,
enhancement or additional' Wachovia intellectual property to other customers of Wachovia. The provisions of this
Section 7 shall survive termination of this Agreement.
8. NOTICE. For purposes of this Agreement, written notice is sufficient if personally delivered or sent by nationally
recognized overnight courier services, or sent by registered or certified mail, postage prepaid, return receipt requested,
addressed to either party at the addresses below, or by facsimile traosmission (fax) (or at such other as a address a party
shall designate by notice to the other party given io accordaoce with this Section 8). Notice shall be deemed to have been
given when received by the addressee in accordance with the mailing or traosmission method described above or when
personally delivered.
9. TERM AND TERMINATION. The term of this Agreement shall be the same as set forth in Article 1 of the
Depositorv Services Contract between the City of Denton aod Wachovia aod termination of the Agreement sball be
govemed bv Article 10 of the Deoositorv Services Contract between the City of Denton aod Wachovia . The iAitial te_
af this ~A.greemeHt shall begm afl the Bffesti':e Date 8:fla eRa afl the _(1)_ ar_tl\'BFSilr/ ef the B:FfeSt-i-':B Date. This
~A41ee:FReBt SHall aHtemat-ieall~' reRe'?: fur aEiElitieflal SRe (I) year terlRS pfB\'iaea, he',yever, that either party ma:,'
terminate tlHs ~A.greemeet by aeH':eriRg ts the ether 13arty 'Maten flatiee sfteFHliHatiea at least SEtty (139) aays pRer t8 the
eRa af tHe fuea SHITeat tSFffi. This AgreemeRt may alsa be tBfffiiRatea immeaiately (i) BY 'VasR8\'ia at aRJ' time if CHeRt
aefalllts in the 13aym6Bt sf any CRaFges, eii) 8)' eitHer J3arty if the ether J3art;' BfeasRBs a material aeHga.a8a ooaer this
"\greemeHl and sHch ather part'; f,if, Ie 'u8stantially sure slIch ~ef'Hlt withiR thirt)' (3Q) d.ys alter reeoiying ',';filleR
Retise eflbe defQ\ll! or, farlbase ~ofaulls Rat ellJ'able efeHre within thiFl)' (30) a"'5, mils ta promptly semmeAee eHrmg ~
sUCH ~efault wilhiA lhiFI)' (30) ~.,'s, er (iii) by either parI,. if the ather p.fl,. besemos insalvoHler m.kes an assigrnnoHl ~
fer the BeaeBt sf 6feait8Fs, vsluntar/ ar invshintar/ J3raseeaings are iRstitutea WlEier aRJ' eanJCfUJ3tsy ar inBaIV8BG)' la'",
against the ether Part?' er a feeeiver aT cHstsrlian is atlP8iFJtea fer the ether party.
10. MlSCELLANEOUS. Except as otherwise provided herein, this Agreement may not be amended except io writing
duly signed by each of the parties. Each party acknowledges that it has read this Agreement, understands it, and agrees
to be bound by it. T1ris Agreement, together with all Schedules, constitutes the complete aod entire understandiog and
agreement between the Client aod Wachovia with respect to the subject matter hereof aod supersedes aod replaces all
prior agreements and understandiogs, oral aod written, with respect to such subject matters. Wachovia has the right to
assign aod traosfer this Agreement, io whole or io part, to aoy person or entity. Tlris Agreement shall be biodiog upon
each of the respective parties and their successors aod assigns. T1ris Agreement shall be govemed by, aod construed io
accordance with, the laws of the state iR ",'flieR 'lfaSRs':ia m.airnains tHe Client's EisJ3esit asesUlltState of Texas without ~
regard to conflicts of law principles. CHeat FHa,)' Bet institHte an~' astian arising eut sf the Sep:iees FRare tHan aRe (1) W'
year after the SBEl:lffBBSe giving rise t8 a sause sf astiefl. If any provision of this Agreement is invalid or unenforceable
for aoy reason, the balaoce of this Agreement shall remain in effect The failure of a party to iosist upon strict adherence
to aoy term of this Agreement on aoy occasion shall not be considered a waiver of the right thereafter to iosist upon strict
adherence to that term or aoy other term of this Agreement. Tlris Agreement may be executed in nrultiple counterparts,
each of wlrich shall be deemed ao original, but all of wlrich shall constitute one aod the same iostrwnent. Signed
Agreements traosmitted by fax shall be deemed to be of,the same force aod effect as ao origioal of a manually signed
copy.
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WAoHOVIA
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement by its respective duly authorized
officer as of the date first above written.
W ACHOVIA BANK, NATIONAL ASSOCIATION
Client:
By: ~t;" 0'~
Name: f3v/I-- L. ~ .
Title: S'?V1; 6'Y VC cc-- f Jr m-f,/!4k-
By:
Name:
Title:
Address:
SofrO 'icJvwtv.. f)v-ivc.-
~f? ~O"7
!+hU'~ f9. /)(}01-
I
Fax: (c,rr) 11 q - ~1..- '3 c-
Address:
Fax:
1:\qpremit.m4r - 6/97
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WACHOVIA
SCHEDULE A
to
REMITTANCE SERVICES AGREEMENT
RETAIL LOCKBOX SERVICES
FOLLOWING IS A DESCRIPTION OF RETAIL SERVICES. THE CLIENT IS REQUIRED TO SELECT
FROM THE AVAILABLE OPTIONS WHERE INDICATED.
1. Mail Retrieval and Proeessing:
a. The Client's mail will be retrieved from the post office at various times during the night and day (when the site
is open and providing processing services).
b. The Client's mail will be opened and the contents extracted for processing.
c. The Client's mail will be batched with up to 500 items per batch and a uniquely numbered ticket will be
attached to each batch.
Client may make an alternate batch size request:
2. Items NOT Processed: Place an "X" beside any item type that should 11JJ1 be processed. Items that are not checked
will be processed.
_Exact payments (check amount equals coupon amount)
_Non-exact payments (check amount does not equal coupon amount)
_Multiple checks that settle to one coupon
_Multiple coupons that settle to one check
_Multiple coupons that settle to multiple checks
~ Checks received without coupons
3. Conditions r<<rr Reviewed: Items will not be reviewed for the following conditions:
. Unsigned checks
. Post-dated checks
. Checks with restrictive endorsements
. Foreign checks
. Checks where written amoWlt and numeric amount differ
4. Other Services.
a. All information contained in the OCR line of each coupon received will be scanned and captured.
b. Each check will be dollar encoded, endorsed and imaged.
c. One receivables file will be prepared and provided to the Client each (business) day via (please place an "X"
by the appropriate choice transmission on or about _ (please enter requested daily transmission time)
each (business) day.
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WACHOVM.
d. A batch summary report will be prepared listing items processed, batch totals and deposit totals, and will be
provided on diskette or through transmission.
e. One package will be prepared at the end of each (business) day containing the following:
(place an "X" beside any that do lYJlI apply):
_Correspondence
_Client specified items not processed
_Batch summary report
Other:
The package will be delivered to the Client via (choose one; U.S. mail is the default):
_overnight mail _ private courier
u.s. mail
f One deposit will be made each (business) day. The requested time for deposit each business day is
(insert daily time).
to:
(insert bank name and address)
5. For Stop File Clients only: Client will deliver to Wachovia a stop fIle containing information about checks that are not
to be deposited.
The Stop File will be delivered: (Insert time): before
(Checkfrequency): _daily _weekly_other(specif.Y)
(Check method):
_electronic transmission _tape _diskette
6. Effective Date. _(6.A)
is the Effective Date of this Schedule A.
"Duriog the initial term, the increases in Charges provided under Section 2 of the W achovia Remittance Services
Agreement (excluding charges of third party service to Wachovia and subcontractors) may not exceed the then current
annual percentage increase in the unadjusted Consumer Price lodex ("CPl") for all items for all urban consumers as
reported by the U.S. Department of Labor Bureau of Labor Statistics (or a comparable index if publication of the CPI is
discontinued)."
* * *
IN WITNESS WHEREOF, the undersigned parties hereby ackoowledge and agree that this Schedule A is a part of and
incorporated by reference in the Wachovia Remittance Services Agreement between the parties dated
~(6.B)
W ACHOVIA BANK, NATIONAL ASSOCIATION
(6.C)
("Client")
By:
(6.D)
By:
(6.D)
2
N arne:
Title:
(6.E)
Name:
Title:
3
II
WACHOVIA
(6.E)
SCHEDULE B
to
REMITTANCE SERVICES AGREEMENT
CHARGES FOR SERVICES
Pricing for Retail Lockbox will be determined during the bid process
* * *
II
'VACHov:IA
IN WITNESS WHEREOF, the undersigned parties hereby ackuowledge and agree that this Schedule B is a part of and
incorporated by reference in the Wachovia Services Agreemeut between the parties dated (6.B)
W ACHOVIA BANK, NATIONAL ASSOCIA nON
(6.C)
By: (6.D)
Authorized Signature
By: (6.D)
Authorized Signature
Name:
(6.E)
Name:
(6.E)
Title:
Title:
4
("Client")
II
WACHOVIA
REMITTANCE SERVICES AGREEMENT
RETAIL SERVICES
COMPLETION INSTRUCTIONS
THE NUMBER BELOW CORRESPONDS TO THE NUMBER ON THE SAMPLE AGREEMENT WHICH IS
ATTACHED. THE AGREEMENT FORMS THE LEGALLY BINDING RELATIONSHIP BETWEEN THE
PARTIES SO BE SURE THE FOLLOWING INFORMATION IS ACCURATELY ENTERED ON THE
AGREEMENT.
1. DATE
2. CLIENT NAME
30 VOLUME
4. TERM
50 SIGNATURE
LINE
6. SCHEDULE A
7. SCHEDULE B
Insert day (l.A), month (l.B) and year (l.C)
Insert proper legal name for the Client in (2)
Insert maximum volwne amount accordingly
Insert initial term of Agreement in (4)
Insert Client's legal name in (S.A)
Client and Wachovia sign in (S.B)
Print or type name and title of signer in (S.C)
Insert addresses and fax numbers ofWachovia and Client in (S.D)
(do not use Post Office box)
Insert Effective Date of the Agreement in (6.A)
Insert the Effective Date of the Wachovia Remittance Services Agreement in (6.B) (the date
that was entered as provided in l.DATE above.)
Insert Client's legal name in (6.C)
Client and Wachovia sign in (6.D)
Print or type name and title of signer in (6.E)
Insert the minimum montltly charge in (7.A). The amount entered should be [80% X
montltly projected volume X (standard processing fee plus maintenance fees)].
Insert the date of the Agreement in (7.B) (the date that was entered as provided in l.DATE
above.)
Insert Client's legal name in (7.C)
Client and Wachovia sign in (7.D)
Print or type name and title of signer in (7.E)
AN UNCOMMON
SOLUTION
If there were significant regional or national transportation delays due to severe
weather or some other disaster, could your organization make timely payments to
employees, vendors and government agencies and eliminate delays in collecting
customer payments?
Wachovia's full array of Automated Clearing House (ACH) solutions enables you to
experience the convenience, certainty and cost savings of moving money electronically.
Funds can be moved overnight between virtually any two banks or accounts, or your
electronic transfers can be timed for a future date. Ideal for both your payables and
receivables, Wachovia's suite of ACH services includes:
Direct Deposit Payments
Pre-Authorized Payments
.
Tax Payments
Cash Concentration
.
ACH Fraud Control
You can initiate most ACH payments through a variety of methods depending on the total
volume of transactions - via direct or Internet file transfer, online using the Wachovia
Connectionlll or WebACHievesM services, via telephone initiation or through a third-party
vendor.
How You CAN
BENEFIT
IMPROVED CASH FORECASTING - When you originate ACH transactions, YOll determine
the effective date of the settlement to your account and know your exact cash position
related to your ACH transactions.
RmucED COSTS AND FEWER HASSLES - ACH is a low-cost alternative to check writing and
wire transfers. By converting payments to the ACH, you eliminate check printing,
distributing and reconciling expenses and minimize the hassles associated with lost and
stolen checks, including stop payments and reissues.
FASTER, MORE RELIABLE PAYMENT DELIVERY AND RECEIPT - Regardless of geogr~phic
location or unexpected transportation delays, you are assured that funds can be paid or
collected overnight.
BElTER USE OF FUNOS - By using the ACH to concentrate your funds into a single
account, you have access to more funds for investments or loan payments.
.
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.
THE W ACHOVIA
ADVANTAGE
DlRECf DEPOSIT
PAYMENTS
.
PRE-AUTHORIZED
PAYMENTS
.
You have access to multiple ACH payment initiation options! automated settlement and
reporting, multiple returns reporting options. automated returns re-presentment. secure
file transfer, file acknowledgments - all backed by exceptional customer service.
Wachovia's innovative and flexible fraud protection options allow you to block all ACH
transaction activity from your account or accept only those transactions you have
designated.
Wachovia's ACH receivables solutions are second to none, providing you with reporting
options for all ACH transactions received via a NACHA-formalled file, fax or e-mail or
online through Wachovia Connection. Additionally, ACH transactions may be combined
with your lockbox transactions, and customized file outputs can be created through our
Integraled Receivables service, allowing you to automatically update your receivables
system.
Replaces check payments for applications such as payroll, pension, employee expense
reimbursements, dividends and vendor payments. Direct Deposit payments are transferred
through the ACH network. drawing funds from your disbursement account to credit the
recipient's checking or savings account.
First, your company must obtain the bank and account number information for all
direct deposit participants (employees, shareholders, vendors, etc.).
Prior to settlement dale, either you or your payment vendor provides Wachovia with the
tolal dollar amount of the payments and delivers the corresponding payment
information in the required NACHA (National Automated Clearing House Association)
file formal. WebACHieve also may be used to easily create, store and deliver your direct
deposit transactions in the NACHA format.
Upon receipt of your company's payment instructions,Wachovia verifies that the file
total matches the dollar amount reported and, as an option, that acknowledgment of
your ACH file receipt can be provided via fax or e-mail.
On settlement date! your payees' accounts are automatically credited and your
designated company account is simuhaneously debited for the tolal amount of the ACH
transactions.
Through Wachovia Connection Plus, you can review all your ACH activity on the Prior
Day Detail and Balance Reporl, as well as on the Electronic Advice Report.
Wachovia offers multiple options for ACH returns and Notification of Change (NOC)
reporting, including the online Wachovia Connection service, NACHA file transmission,
fax, e-mail or mailed report.
Speed up the collection of your receivables and Improve cash forecasting using Wachovia's
Pre.Authorized Payment service. An electronic alternative to check collection for recurring
consumer payments, this ACH solution allows you to automatically debit your customers'
accounts and gain access to funds an the payment effective date.
First, your company must obtain your customees bank and account number
information along with a written consent to have its account automatically debited for
recurring payments.
.
PRE-AUTHORIZED
PAYMENTS
(CONTINUED)
TAX PAYMENTS
.
.
No later than one day prior to settlement date, either you or your third-party vendor
provides Wachovia with the total dollar amount of the customer payments and delivers
the corresponding payment information in the required NACHA file format.
WebACHieve also may be used to easily create, store and deliver your pre-authorize~
payment transactions in the NACHA format.
Upon receipt of your company's debit instructions,Wachovia verifies that the file total
matches the dollar amount reported and, as an option, that acknowledgment of your
ACH file receipt can be provided via fax or e-mail.
On. settlement date, your customer's accounts are automatically debited and your
designated company account is simultaneously credited for the total amount of the
payments.
Through Wachovia Connection Plus, you can review all your ACH activity on the Prior
Day Detail and Balance R.eport, as well as on the Electronic Advice Report.
Wachovia offers multiple options for ACH returns and Notification of Change (NOC)
reportingl including the online Wachovia Connection service, NACHA file transmission,
fax, e-mail or mailed report.
Wachovia's Tax Payment service offers you an alternative to state and federal debit
programs to meet requirements for electronic tax payments. You can quickly,
accurately and safely initiate payment anywhere, allY time, eliminatillg check writing,
tax coupons, visits to the bank and lost paperwork.~
PHONE INITIATION
Make all of your federal and state electronic tax payments via Wachovia's automated
phone service on a 24/7 basis by calling a toll-free number. Helpful, automated prompts
guide you through the one-minute process.
A payment confirmation number is provided to you via fax or mail.
On settlement date, your tax payment is made to the IRS or state tax agency, as
appropriate, and your account is debited for the corresponding amount.
. If you are not enrolled in the Electronic Federal Tax Payment System (EFTPSj,Wachovia can enroll
you automatically; however, you mUYt enrolJ directly with any state tevi agencies.
PC AND ONLINE INITIATION
Using our Wachovia Connection or WebACHieve service, you can pay taxes
electronically via Web or PC using individual templates designed for each state and
federal tax payment.
Access to these systems is controlled by a secure login function and the assignment of
IDs and passwords to individual users; only those individuals who are authorized by
your company have access to data contained on the system.
.
.
CASH
CONCENTRATION
ACH FRAUD
CONTROL
OTHER TREASURY
MANAGEMENT
SOLUTIONS TO
CONSIDER
.
Eliminate idle balances, pool funds cost-effectively, enhance cash forecasting and
maximize use of collected balances. With Wachovia's Cash Concentration solution,
your funds can be concentrated from multiple sources, including lockbox deposits,
outlying company accounts and maturing investments.
Your company's outlying deposits are reported to Wachovia daily via operator, touch-
lone phone or PC input.
At a pre-determined cut-off time, this information is collected and ACH debits are
created to move the funds from all outlying accounts to your company's concentration
account, with funds available for use the next day.
With Wachovia's Automated Cash Concentration (ACC Exp'ressl service option, prior-
day account balances can be transferred automatically based on pre-defined parameters,
eliminating the need for any manual input.
Through Wachovia Connection Plus, you can review all your ACH activity on the Prior
Day Detail and Balance Report, as well as on the Electronic Advice Report. Detailed or
summary reports are available as well as reports citing exception deposit locations.
Wachovia offers multiple options for ACH returns reporting, including the online
Wachovia Connection service, NACHA file transmission, fax, e-mail or mailed report.
Reduce the risk of fraudulent ACH transaction activity on your accounts using
Wachovia's ACH fraud prevention services.
ACH BLOCK - Prevents ACH transactions from unexpectedly settling against accounts
that are not authorized to receive ACH transactions. All ACH debits or credits posting to
an ACH blocked account will be returned automatically, depending on your instructions.
ACH CoNTROL - Allows you to designate selected ACH originators whose ACH
transactions are authorized for acceptance - supplying Wachovia with the originator
name, ID and amount criteria, Any ACH transactions received from unauthorized
originators are returned automatically.
ACH CONTROL WlTlf POSITIVE PAY - Gives you the option to review and decision (payor
return) any ACH transactions received into your account that you have not specifically
authorized. Y Oll are noUfied of exceptions via fax or phone. If yuur decision instructions
are not received by the stated deadline, exception transactions are returned
automatically.
ELECTRONIC CHECK CONVERSION - Wachovia's solutions enable you to convert your
consumer check payments to ACH debit entries, whether received internally, via
lockbox. at your company or store locations or at the point of sale, streamlining
your processing and collections.
INTEcRATED PAYABLES - Initiate ACH, wire transfers (domestic or foreign), check
payments and foreign drafts in a single file of payment instructions. Payment
instructions may be sent in standard or custom formats and may include remittance
information. An ideal solution for your B2B trade payments.
.
OTHER TREASURY
MANAGEMENT
SOLUTIONS TO
CONSIDER
(CONTINUED)
TALK TO Us
.
.
INTECRATEO RECEIVABLES - Receive a single electronic file of remittance information for
both your electronic and paper (lockbox) payments. Information can he sent in either
standard or custom formats.
W ACHOVIA CONNECTION - Gain online access to same-day or historical balance and
transaction detail, payment initiationj account services and account reconcilement - all
within a customer-managed, secure environment.
If you would like to implement one of Wachovia's ACH services, or if you would like to
receive more details about the other treasury management solutions, contact your Treasury
Sales Officer. call us at 80o-377"'}208 or e-mail usattreasurycontact@wachovia.com.
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DAILY MONEY
MANAGEMENT
.
BORROWING
NEEDS
PLANNING FOR
YOUR FUTURE
.
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. At Work Regular Checkln( account with no minimum balance requirement, no monthly setVice fee, free
Online Banking with BillPay,' free Check Card, free standard-sl:z:e safe deposit box for one year1 and free first
order of cht!cks.
. Crown Bllf1ldngn' and Crown Classic Bankint", our premier banking packages,4 include au the benefits of
At Work Regular dleddng, plus tiered interest and two withdrawals each month at other banks' ATMs with
no Wachovia fee.s
. Premium Savings and High Performance Money Market account with selVice fee waived for 18 months
with automatic monthly transfers.'
. Certificates of Deposit special nles.
. 0.25 percent rate reduction on a new fiXed- or adjustable-rate installment loan or Home Equity Loan for the
life of the loan.'
.0.15 percent rate reduction on a Prime Equity UneD for the life of the line.'.R
. Up to a S;CIO aed.it at dosing on any Wachovta Mortgage product, based on a loan amount'
. Wachovia At Work Visa<<' Platinum Plus4D credit card with rewards program option offers a low introductory
annual percentage rate'. plus an ongoing annual percentage rate,
. Get a $100 credit when you receive a federal education loan from Wachovia Education Finance. Choose
from low-cost government loans fOf students, parents and recent graduates,"
. 10 percent discount on all broker-assisted. trades when you contact Wachoviil Securities Direct at
~326--4434."
. Individual Retirement Account."
, Financial Planning.
. Access to Internet Tool Macro-worldSM. IJ
. Pree Financial Check-up.
To take advantage of your Wadlovia At Work benefits, please call us on OUf dedicated Wachovia At Work
line, 888-353-'7315, or mme by your nearest Wachovia Financial Center. For more information. visit
wachovia.comfwachoviaatwork,
Updated iU or 3/0812005
See back for Footnotes. Terms and ConcUtions.
Wachovia Is a trademark or Wadlovia Corporation.
4:PooS WW'lDvlB Corporation
.
WACHOVlA
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These offen Ire !ub)eet to chanr at .ny thm without notlf\calfun. You annOI' fDmbine tbelie offel"J with olher W~d\OVla offers.
, ^<<Dunt tlIblllct 10 IIppronl.
~ Customers must hive Intem~.ra!Jl. A Wt'b browtt'r uttllllng 118-blt encryption I. fequlrcd for Online 8UlP.l"
J Slftdt'posllbmce.ll'I!.luhjeclto.volllabllltybynnanrlalctnter.
C If qu.liflu l'tqulrelMI\b are no!. nlet In Iny 51'tcmul! period. I 520 moothly rervlco fN will apply.
I When mllklng fJnandallral\SKtionl CJr balartte IlKlulrlM II any ATM not CIW1~ by WKhov\.a, you tnlIy be chlU"~ 0 f~ by lbe ATM owller
oraperalor.
. The minimum bal.nrr requln:ml!f\( IInd monthly &en/Ice feu will be w~lvt!d. for 18 month. with 1I11tomMllt monthly IllInslel'll from your
checking IICl:OUllt uui f(lr 11 montlu: withoulaulomatk: DlCInlhly tr.nsfClll from flIlJr chc:d:lng.C<'Ounl.
7 An lo.uu IInd llnel of rRd11 are IUbJect to cm:lll approval, verlficallon Ind coIllllenl ewIuatlon. Initial deciliun Ilsubjert 10 your meeting
4pCdftc undcorwrillnB attfri;a Ind DnalapptlMll wID IJe condngelU UpOIl your satisfying thou tl!fJuln:meIUl. UJartll orig1nnt~ by Wadlovill
B..tnk. N.". or w.rhovla &lnl:. of Dl'IaWllre. N.A. Productl nl)( avallablr. In allllate....
1M AnnUli f'erc-cnlage Kate (ArR) contAined in your PrllTKl EIJlllty Litll! ^srft'menl may bedlffer~nl th.n thedlsdosl'lf AI'R ba.u-rlon the
ch.ngl!S 10 the l'rlme llatt' n It!' the dill! of lJrt;lmlllon. The advenisc:d ~ri.b1e AfR Is based IIn the: Prlnlt ilIIle II publlshal in 1M KWf
S.reet JownBl. EDllenl Editioo. curretllJy 5.50""\' If of Mardi I, 1005, minus. Iltuglllof 0.15 ltereent. The 0.15 JK'r~nl rate recluctil)fl ii unly
;!pplit:abltlto .tandanl Prime Equily Uoe pridng .mllhl" diseounled m;!rsln annel he 1Il1 below Primll' mlnlls O~5 pelUnt. Thl! ArK m.l'
lncrcue Of Gl'trtilC afler COlbUmmatlon bl5ed on change. tn lhe Prl~ Rale, In .:u:rord.nce with lhe (enn of (M Prime Equity Linl!
Agreement. TIle "Pit wUt nat exceed the pRier o' III percent or the IlIIWnlunl pennlned by Ilw. Adequale homeowner's llUurante il
requlmt. and Oood h.nvd Il\$uunce mly be requIred. Borrower may have 10 p;ay clOllog cost. which may raoKt rrolll so to ~1,loo.
. Thll offert. velld only when mentioned allhr time of ippllCiltlotl wUh Widxwill Mnrtg;!gll Cnr(lOi'>Jllon. "mOllnl will he cmlited 10 'fUUr
dll$iAg mill al rlcslnl: Ilnd wiD not be JlfIklln the< form nf cash. Offer is for .limlled lime and may ch.nl{l! wllhalll notice. Offer 11l1mlled 10
(loe credit per IlIIn IInd c.mnol be comb1Mcl with othar WIIehovla Mortgage orrfr~ Offer is valid only nn IIClUollloans dilled and no amoont
will be cmllttcl if lhe lo.n Is ftnied or withdrawn. Other IllSlrlctiOTLli IDlY Ipply. Please conlKt I MortPFl CoIlsull.nl for Jpedflc guideline!!.
ProgrRml, ralr!" ltrmll ~nd mooltlnn$ lire lubjl':CI 10 rhan~ withCAlt n"ti<<. Borrower Ilrf!~pon.ilJl" ror dn$in; mll~ AlllOllnsllre 11Ihl~d to
rrrdit epprowl. veriflCiltlon IInd HUbjoct In chllnge wllhoul nnl~.
.. Thil credil ~rd prognm blllllt'd IInd IIdmlnlmrcd by Indlvldu:allud BankCard Servleer. (1851. ol divl&lon of MBNA Amerkll hnk. N.A.
VIII Is I federaUy ~lcrcd servit:l! rnark of 'Ilu U.S.A Ine.lIl1d b used by MBN^ !'Umla1lt to 11tc1lK. MBNA America., MBNA and
Plltj~um PlII"lU"l! ..rvla. I'nIIrtl of MBNA Amma Bno", N.A.
" WllrJuwIa EdilClIIloo FlnlInT.r. may modify at dllconllnue this btnefll program IL IIny lime wiltwut notlcr.. CBut~. will ","I lIffcel \m.n!i lhat
qualify for the benefit prior to the tll'ne of the chlnge. Olher t=ru Ind mndlllOllI apply. LoInl olre mbl<<t 10 tfl!dlt Ilpprlmll. Wachovill
Ed~ioll FIJWlce 11111 E'lu31 Credll Oppl)rtunlty l.ender.
.. IlroboDp IeNlctlllR! orrero:llhrougb WIdtovla Serurllles.. UC, member NYSE/5Il'C,. reglsl~rt'tl broler-dC<llll'r and I IIt'pllrale. non-bank
affilial~of'NllrllovIICorpDlll(lon.
.. Macro'"World III complny ofWachovia CorplIrallon.
SEctJRmES AND INSURANCE PROClJC15:
taJrlNSUlt!DIYFtlIC
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W.trhovla SKurlllella the lrade n:rrnll ullrd by two R'jlSlrate, registeml brobr-drllC'r al\d lIon-bIlnl:. affiliwles of Wadtovla CurponlllOfl provIding
c/';rb.ln retlll ~l"Cllrilins btaborage il!rvlp".s: w.rhavillir.nJrlllllJ, u.c, memoor NYSE/S1PC Ind Wu.hoYl. ScnU"ltle. flnaudal Network. LtC.
mC'mbcor NASDf5111C.
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.
WAOHOVIA
Wllchovla Bank. N.A. and Wachovia Bank. (If Delaware, N.A. are Members FDIC.
Wachovia is a trademark of Wadtovia Corporation.
@:ux:lS Wachovia Corporation oS 1114
5/4135 Kevo(,lso/)lkg)
.
.
.
CHECK IMAGE
As technology continues to uansfonn the cash management
industty, Wachovia has made a significant investment in image
capture technology, The case of accessing images offers you an
avenue for reduced administrative costs, increased productivity and
expedited customer service response.
MatchIng Solutions to your Business PrioritIes
Wachovia's Internet solution provides ~nmm flexibility in
dcIivcring check images, enabling you to view images of prior-<iay
paper transactions, You will cxpcricnce easy acee.. to images using
common Web browsers. There is no need to install and maintain
proprietary software, With a single, secure sign-on, you have access
10 both Paid Check and Deposit Item Image services, and even
non.paper electronic transactions.
Images arc available 24/7, so you arc able to access them anytime.
anywhere for efficient rcsCllICh and decision-making, And by
authorizing multiple users, you can control access to specific
accounts or dollar amounts - improving risk management and
fraud protection,
Wachovia's Check Image services provide powerful search tools
for rapid research. Yau can search for a specific check or range of
checkS by account, amount:, date, serial number, sequence numberl
and for deposited items, routing and transit number, or even search
in a random-order list Additionally, flcxible viewing capabilities '
allow you to zoom and rotate images of the front and back of every
item.
Increase
productivity by
eliminating costly
and time-
consuming
storage and
retrieval of paper.
.
.
.:
CD.ROM Solutions
With Wachovia's Check Image services, you can build your own
internal archive for paid checks. ImBgcS can also be delivered by
Wachovia via CD-ROM for on-site storage. Waehovia provides the
necessary sofrwarc to manage CD-ROMs and quickly perform
image searches. If you havc a Full Reconcilement service, you can
search by your own internal criteria. If you include it on your ARP
issue file, we'n include it on the CD-ROM as a searchable field.
Depend on Wachovia to Help You Succeed
Waehovia's uncommon approach to developing and delivcring
treasury management solutions addresses issues beyond your daily
cash management needs.
With Waehovia, you'll have the expertise of the second-largcst cash
management service provider in the United States at your disposal,
as well as the strength of one of the largest US bank holding
companies. And, Wachovia's network of integrated platforms
unifies over 2,900 East coast financial centers, representative
offices throughout Europe, Asia and Latin America, and over 1,400
correspondent relationships in 130 countries, fully supporting your
needs, both globally and locally.
Getting Started
To learn more about how we can help your company benefit from
our uncommon wisdom, can your Wachovia Treasury Sales Officer
today.
Cheek Image Services
Wachovia offers a wide array of Check
Image services, giving you quick and
convenient access to the information you
need.
PaId Cheek Image
Quickly locate paid check imtges using the
Intcmet.
. Check images are archived for seven
years, elirninating costly filing and
storage of photocopies.
. Online llccess to every paid check - no
morc waiting for account statements or
CD-ROM delivcry.
. View images at 6:30 a.m. ET the day
after the check is presented.
Deposit Item Image
Online image archive improves inquiry
.response time.
. Using online access. view images of
every WachoN check deposit:
o Ca.rh utttr
o O",...tht.CQunttr
o ChtrkJ lllithin a mood cruh tlipqsil
o Whll"ah/RlfIliI LDrkbDx (.prwning
inhan(tI1l'IItj
. Seven-yeu archive of deposit images
provides a long-term research rool for
your company.
. V1eW prior-day deposit images beginning
as early as 6:30 a,m. ET.
.
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WACHOVIA
~TMENT SERVICES TO MANAGE YOUR
.........
DAILY EXCESS CASH
.
AN UNCOMMON
SOLUTION
Would you like to reduce the amount of time you spend managing your daily excess
cash and avoid having idle balances on hand?
Whether you prefer to rely on an automatic sweep of excess funds, directly manage your
company's investments or have your investments fully managed hy professional
consultants, Wachovia's suite of investment services can provide you with the solution that
best meets your liquidity, credit quality, cash flow and income requirements:
A full range of Sweep Investment Services
Direct access to our Money Market Sales Group (MMSG)
Evergreen Investment Management Services
How You CAN
BENEFIT
INCREASED EARNINGS - Excess halances are automatically swept to your Sweep
Investment Account, enhancing earnings potential. If you prefer to manage your own
investments, Wachovia's Money Market Sales representatives and Evergreen
Investment Managers can provide valuable guidance to help maximize the value of your
cash and short-term assets.
REDUCED INTI!RIlST EXl'ENSE - Sweep Plus automatically initiates borrowing and
repayment from your line of credit so that loan advances are drawn only as needed.
IMPROVED STAFF PRODUCTIVrrv - Administrative time spent calculating daily check
clearings and collected deposit halances is no longer necessary, and optimal funds
placement is accomplished.
.
THE W ACHOVIA
ADVANTAGE
VARIETY Of INVESTMENT CHOICES - You can choose the investment option that
best meets your requirements for safety, earnings potential, accessibility and investment
levels.
ExPERT GUIDANCE AVAILABLE - Highly experienced Investment MBnagers can
help guide your daily investment decisions.
THE MORE You INVEST, THE MORE You EARN - Wachovia's tiered rate structure
maximizes your earnings potential for higher Investment amounts.
.
, '.: '. I ,.'
" "... ". . .
. How IT WORKS
.
SWEEP
INVESTMENT
MONEY MARKET
SAVINGSl
.
1 FDIC-insured.
. .
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i\1.11I,1~1'(1
Provides you with an automated and efficient method of managing your daily cash
position to maximize earnings on excess balances while providing liquidity for your
daily cash needs.
At the end of each banking day, your account's net collected balance is determined and
excess dollars are automatically invested in the investment vehicle of your choice,
bringing the ending balance in your account to zero or a pre-determined floor balance.
Investment rates are tiered, increasing with higher investment amounts.
Daily investment confinnations can be provided. via u.s. mail.
A monthly summary report is provided, recapping your daily transfer amounts and
interest earned for the month.
There are multiple investment options, including Money Market, Commercial Paper,
Repurchase Agreements, Federal Funds, Eurodollar Deposits and Evergreen Money
Market Mutual Funds.
Money Market Savings are FDIC-insured and require a minimum investment of $1,000.
This option is designed for accounts with a limited number of transactions.
A Money Market Savings account is tied to your checking account, which typically holds
a target balance to cover normal activity.
Each time your checking account halance falls below zero, funds are transferred from
the Money Market account to cover the transactions and restore the target balance.
.
.
MONEY MARKET
SAVINGSl
(CONTINUED)
Federal regulations limit the number of Money Market transfers to six per month.
Upon the sixth transfer, your entire Money Market balance is moved back to the
checking account, and the automatic investment is discontinued for the remainder of
the month.
COMMERCIAL
PAPER
INVESTMENTS2
Commercial Paper investments require a minimum investment of $25,000.
Wachovia Commercial Paper represents unsecured promissory notes issued by
Wachovia Corporation.
Standard and Poor's and Moody's rate Wachovia Commercial Paper Al/Pl.
Principal plus interest is returned to your account the following banking day.
REPURCHASE
AGREEMENTS2
Repurchase Agreements require a $25,000 minimum and provide a conservative
investment option in marketable securities.
U.S. Treasury and Agency securities are used as available.
The principal amount of any investments in U.S. Treasury securities and agencies is
guaranteed.
Principal plus interest is returned to your account the following banking day.
FEDERAL FUNDS
INVESTMENTS:!
Federal Funds investments require a $50,000 minimum and are available only to
eligible investors, which include domestic offices of depository institutions, U.S.
government agencies, credit unions, savings and loans, and Federal Home Loan Banks.
Investing in Fed Funds is available only to exempt institutions.
Principal plus interest is returned to your account the following banking day.
EURODOLLAR
DEPOSITS2
Eurodollar Deposits, time deposits with Wachovia's Cayman Island branch, require a
$100,000 minimum.
Eurodollar Deposits are unconditional obligations ofWachovia.
Principal plus interest is returned to your account the following banking day.
.
1 FDIC-lnsured.
2 This opticn is not FDIC-lnsured or guaranteed by Wachovia Bank, N-^. or Wachovia Corporation
.
EVERGREEN
MONEY MARKET
MUTUAL FUNDS3
SWEEP PLUS
.
MONEY MARKET
SALES
.
Evergreen Money Market Mutual Funds require an average investment of $5 million.
Each day, funds are automatically purchased or redeemed to bring your checking
account balance to zero or a pre-determined floor balance. Mutual fund choices
include:
Evergreen Institutional Money Market Fund - Achieve as high a level of current
income as is consistent with seeking to preserve capital and providing liquidity by
investing only in high-quality Money Market instruments.
Evergreen Institutional Treasury Money Market Fund - Seek income consistent with
stability of principal by investing only in short-term U.S. Treasury obligations and
repurchase agreements.
Evergreen Institutional Municipal Money Market Fund - Seek Income on a tax-free
basis by investing in short-term municipal securities, the interest from which is exempt
from federal income tax, while maintaining liquidity and preserving capital.
Evergreen Prime Cash Management Money Market Fund - Seek to provide current
income consistent with stability of principal and liquidity.
Sweep Plus provides an automated solution to help minimize use of your daily credit
line. By combining the "hands-Jree" convenience of Sweep Investment and Sweep Plus,
you can maximize earnings power and better control your interest expense.
At the end of each banking day, the net balance in your account is determined and any
uncollected or below-floor balance dollars are covered through an au tomatic draw on a
line of credit.
Your line of credit is automatically repaid as funds become available in your account,
minimizing the interest due on borrowed funds.
If you prefer to direct your company's investments, consider Wachovia's Money
Market Sales Group. While you'll continue to place your company's investments, you'll
have access to expanded options. Our experienced sales representatives help you
manage money market and fixed income investments to meet your unique
requirements.
Simply call WachovIa's Money Market Sales Group, and our sales representatives will
present you with a full array of products and rates, assist you with your investment
decisions and execute the selected transaction.
Investment options Include Eurodollar Time Deposits, Repurchase Agreements,
Certificates of Deposits, Commercial Paper, Variable Rate Demand Notes, Evergreen
Money Market Mutual Funds and U.S. Treasury, federal agency securities, and corporate
and municipal bonds.
3 Mutual Funds are not FDIC-insured, may l08e value and are not guaranteed by Wachovia Bank, N,A. or Wachovia Corporation
.
MONEY MARKET
SALES
(CONTINUED)
EVERGREEN
INVESTMENT
MANAGEMENT
.
OTHER TREASURY
MANAGEMENT
SOLUTIONS TO
CONSIDER.
TALK TO Us
.
Investment confirmations are mailed after each transaction and holdings reports are
mailed monthly, providing investment balance, interest payments and account activity.
Visit Wachovia's Web site for comprehensive investment information, including
economist and trader opinion reports.
If you are seeking professional investment management services, our Evergreen
Investment consultants can assist you. With over $248 billion in total assets under
management, Wachovia's Evergreen Investments is ranked among the top asset
managers.
Evergreen Investments provides a broad array of institutional money market funds and
short-term fixed income mutual funds.
Additionally, your company can have a customized, separately managed portfolio to
meet your unique investment guidelines and objectives.
Your Investment Manager will place your company's funds In the most appropriate
investments based on your requirements and will work with you to regularly review
your investments to ensure they continue to meet your needs.
Monthly statements that document your holdings are provided via U.S. mail and
available online 24/7.
CASH CONCENTRATION - Pool funds cost effectively, enhance cash forecasting and
maximize use of col1ected balances. Funds can be concentrated from multiple sources,
including lockbox deposits, outlying company accounts and maturing investments.
ZBA - Maintain separate checking accounts for deposit or disbursement functions,
while taking advantage of pooled funds at the corporate level.
DEPOSIT RECONCILEMeNT - Track deposits made by each of your locations while
using a single consolidated account
If you would like to implement any of Wachovia's Investment services, or if you would
like to receive more details about the other treasury management solutions,
contact your Treasury sales Officer, call us at 800-377"9208 or ...mail us at
treasurycontact@Wachovia.com.
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Safekeeping Agreement
Disclosure Statement
You have requested that Wachovia Bank National Association (the "Bank") open a custodian
account (the "Account") for and in your name, and hold therein, all securities and other property
from time to time deposited with or received by the bank for the Account, including securities
and other property (which may be in book-entry form) held by depositories for the account of the
bank as hereinafter provided (together, "Securities"), subject to the following terms and
conditions
1. Orders for the purchase and sale of Securities placed by the Bank for you (the Customer),
or by a depository of the Bank referred to in Paragraph 5 hereof (a "Depository") on behalf
of the Bank, shall be for the account and risk of the Customer and, unless otherwise
directed by the Customer, may be executed by the Bank or the Depository, or by brokers,
dealers, or similar agents selected by the bank or the depository, including corporations or
banks affiliated with the Bank or the Depository, and neither the Bank nor the Depository
shall be liable or accountable for any act or omission of such brokers, dealers, or similar
agents_ The costs and expenses of purchases and sales made for the Customer and
other items chargeable in connection with the Account shall be charged to the Customer
or to the deposit account of the customer maintained at the Bank or at a bank affiliated
with the Bank. All dealer concessions payable to the Bank and not otherwise payable to
the Customer, will be retained by the Bank.
2_ Unless otherwise directed by the Customer, the proceeds of all sales, redemptions,
collections and other receipts, including dividends, interest and other income, when
received by the Bank shall be credited to the deposit account of the Customer. The
Customer shall reimburse the Bank for any amount credited to the deposit account, or
otherwise paid to or upon the direction of the Customer, to the extent such amount was so
credited or paid in error, regardless of the reason for any such error. The Bank is
authorized to charge the deposit account for such amount.
3. Upon receipt of notice by the Bank from the Customer of any call for redemption, tender
offer, subscription rights, merger, consolidation, reorganization or recapitalization or ~imilar
proceeding affecting the Securities, the Bank shall take such action in respect thereto as
may be directed by the Customer. The Bank agrees to use reasonable efforts to notify the
.. _._ Cu~tomer of any suc"!.. notice received by the Bank from any other persons or parties; p
7/~
previses, Rowever, in no s'lent 8hall tRe Bank 130 lial3lo te tRe Cll8tomor for any failllre to
80 notify the Cll€tomsr. All solicitation fees payable to the Bank as agent in connection
with tender offers or any of the aforementioned proceeding and not otherwise payable to
the Customer, will be retained by the Bank.
Should any Securities be called for a partial redemption by the issuer of such Securities,
the Bank is authorized to allot the called portion to the respective holders of such
Securities and to the holders of similarly held securities in any manner deemed to be fair
and equitable in the Bank's sole discretion.
4. Whenever it becomes advisable to do so, temporary certificates may be exchanged for
definitive certificates and old certificates may be exchanged for new or over stamped
certificates evidencing a change therein.
5. The customer gives its consent for the deposit and delivery of any Securities, which are
deemed eligible, with and through: (a) a federal Reserve Bank; (b) the Depository Trust
Company: and (c) any other domestic or foreign depository system or agent where such
deposit and delivery is deemed necessary or appropriate by the Bank, including without
limitation a bank located in New York City.
Should any Securities which are received by the Bank for deposit in the Account, and
which are subsequently deposited in any Depository, or which the Customer or the Bank
may arrange to deposit in the Bank's account in any Depository, not be deemed
acceptable for deposit by such Depository, for any reason, the Customer agrees to furnish
the Bank immediately with like securities in acceptable form, or in the alternative, the Bank
is authorized to charge the Customer or the Customer's deposit account for the cost CJf
replacing such Securities and any further replacement fees imposed by the Depository.
6. In consideration of the registration of any securities in the name of the Bank, the Bank's
nominee, the Depository, or the Depository's nominee, the Customer agrees to pay on
demand to the Bank the amount of any loss or liability for stockholder's assessments or
otherwise, claimed or asserted against the Bank or against the Bank's nominee by reason
of such registration. Upon the Bank's cessation of activity as Custodian, the Bank shall
have the right to transfer to the Customer all Securities, and the Bank shall charge all
taxes and other expenses incident to such transfer to the Customer or to the Customer's
deposit account.
7. With respect to Securities of foreign issue, any principal and/or income received in foreign
I
currency is, to the extent possible, to be converted into United States dollars, and in
effecting such conversion, the Bank or the Depository may use such methods or agencies
as the Bank or the Depository may see fit, including the facilities of the Bank's or the.
Depository's own International Division at customary rates. In the event of the receipt' of
.,
principal and/or income in foreign currency with optional fixed rates of exchange, the
Customer agrees that unless it informs the bank of its election of a specific foreign
currency payment the Bank and any Depository may use such methods or agencies as the
Bank or the Depository may see fit, including the facilities of the Bank's or the Depository's
own International Division at customary rates. All risk and expense relating to such
conversion shall be for the account of the Customer, and neither the Bank nor the "
Depository shall have any responsibility for fluctuations in exchange rates or otherwise in
connection with such conversion.'
8. The Bank is authorized and empowered in the name and on behalf of the Customer to
execute any certificates of ownership or other reports which are or may hereafter be
required by any regulation of the Internal Revenue Service, or other authority of the United
States, insofar as the same are required in connection with any Securities, claiming no
exemptions on behalf of the Customer. In the preparation of such reports, the status of
the customer is to be described as a bank, trust company, financial institution, insurance
company, corporation, partnership or otherwise as the case may be. The Customer'
agrees to notify the Bank immediately in writing of any change in such status.
9. The Bank is authorized, directed and instructed to act upon all instructions by any person
or persons purporting to act on behalf of the Customer, which the Bank believes in good
faith are genuine. Said instructions may, in the Bank's sole discretion, be written, orClI, by
telephone, telegraph, cable, radio, or electronic communication, and the Bank shall not be
liable for executing, failing to execute, or for any mistake in the execution of any such
order, or fer any ether matter er thinglJnder this AgrseFlleRt, except in case of the Bank's
neqliqent act or omission. qrossneqliqence. willful misconduct or bad faith. Written "
confirmations, if any, of oral instructions provided by the Customer shall in no way affect
any action taken by the Bank in reliance upon the oral instructions. The Bank in complying
with all instructions will cause payment or delivery or take other relevant action called for
by the Customer's instructions in accordance with accepted industry practices. The
Customer assumes responsibility for and. to the extent permitted bv law. indemnifies the
Bank against any loss, claim or expense incurred by the Bank for following or attempting
to follow the customer's instructions, or for any othor mattor or thing under this Agree[f1enl,
absent a showing of a neqliqent act or omission. qross neqliqence. willful misconduct or
bad faith on the Bank's part.
I@
I@/
I@
The Bankshall maintain regular business records documenting all instructions transm,itted
to the Bank through any means previously described and any response by the Bank.
Such records shall be determinative presumptive of the form, content and time of all the
Customer's Instructions and any response from the Bank. The record of each instruction
and any response thereto shall be retained by the Bank for at least thirty (30) days
following the date of the instruction. Any claim against the Bank for failure to properly
follow an instruction transmitted by the Customer must be made in writing within thirty (30)
days after the date the instructions was received by the bank.
I@
10. With respect to any directions to receive Securities in transactions not placed through the
Bank, the Bank shall have no duty or responsibility to advise the Customer of non-receipt
of, or to take any steps to obtain delivery of, Securities from brokers or others either
against payment or free of payment.
t
11. All communications which are to be furnished or forwarded hereunder to the Customer
shall be sent by mail addressed to the Customer at the last address on the Bank's re<;;ords,
provided that the Bank, iR tl:1s BaRI,-'s soie Eli~cretion, may use such other means of:
communications as the Bank may deem advisable under the circumstances that are fJj)
reasonablv calculated to qive notice to the Customer.
12. The Bank is under no duty to supervise, recommend or advise the Customer relative to the
investment, purchase, sale, reteniion or other disposition of any Securities unless provided
for by separate written agreement.
13. The Bank's compensation for services as Custodian shall be based upon rates wRiGR
shall be determined by the Bank from time to timethat are set forth in the Bank's Proposal. (j)
which mav not be chanqed without the Customer's consent. The Bank is authorized to
charged such compensation to the Customer or to the Customer's deposit account.
14. The Bank shall be under no duty to take or omit to take any action with respect to any
Securities, except in accordance with the terms and conditions contained in this
Agreement, unless otherwise agreed to by the Bank in writing. In case the Bank or
Depository should agree to appear in, prosecute or defend any legal or equitable
proceeding either in its own name or in the name of its nominee, the Bank or the
Depository shall first be indemnified by the Customer to its satisfaction. to the extent
permitted by law.
~
15. The Bank shall have a lien upon the Securities, and upon any deposit account of the
Customer, for compensation, expenses, commitments made by or on behalf of the Bank
upon instructions of the Customer or otherwise under this agreement, reimbursement of
taxes incurred by or on behalf of the Bank for the account of the Customer, or any other
liabilities of the Customer to the Bank, and for indemnity against any claim or liability:to
which the Bank, its nominee, any Depository, or its nominee, may be subjected under this
Agreement, absent a showing of willful misconduct or bad faith on the part of the Bank or
the Depository, as applicable.
16. Should the Customer advise the Sank that certain Securities have been or are to be
pledged by the Customer to a third party, the Bank agrees to mark its records that such
Securities are so pledged and totake such other action, if any, regarding such Securities
as may be mutually agreed upon'in writing between the Sank and the Customer; provided,
however, notwithstanding anything to the contrary which may be contained in this
Agreement or in any such written agreement, in no event shall the Bank incur any liability
for any act or failure to act on the. part of the Sank with respect to such Securities and the
Customer shall, to the extent permitted by law, indemnify and hold the Bank harmless in
connection therewith, absent a showing of a neqliqent act or omission. qross neqliqence.
willful misconduct or bad faith on the part of the Bank. h.
I~
17. The Sank assumes responsibility for any loss involving the Securities occasioned by
reason of theft, physical destruction, or the neqliqent act or omission. qross neqliqence.
willful misconduct or bad faith of the Sank, to the extent of the market value thereof at the
date of the discovery of such loss. In no event shall the Sank be liable for any indirect,
punitive or special damages in connection with any such loss.
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IE;I""I"' IAlANeE
SUMMARY ~OR 11/041200'
VNSETTLED PURCHASES
tJNSETTLED SALES
UNSETTLED NATUIIT1Et
UNSETTLED CAlLS
PROJECTED INTEREST I PRINCIPAl
PROJECTED OIYlniWDI
TOTAL UNSETTLED a PROJECTED
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SUMMARY FOR Dl1051Jlo,
UNSETTLED ,UltRASIS
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\INSETTLEO PlATUIUTIEI
UNSETTLED CALLS
PIOJECTED (NTEIEST , PRINCIPAl
PROJECTED DIVIDENDS
TOTAl UNSETTLED . PROJECTED
RUNNING TOTAL THIU 01/05/2004
SUMMARY FOR 01'1'/200'
UNSETTLED PURCHAlES
UNSETTLED SAlES
UNSETTLED PlATURITIES
UNsnnED CALLS
PROJECTED INTEREST . PRINCIPAl.
PROJECTED DIVIDENDS
TOTAL UNSETTLED a PROJECTED
RUNNING TOTAL THIU Dl/04/2DD'
sUMMARY fOR 01/071200'
UNSETTleD rU.~~4SES
UNSETTLED I.tl.ES
UNSETTLED MATURITIES
UNSETTLEO CALLS
PROJECTED IMrElEST l PRINCIPAL
PROJECTED DIVIDENDS
TOTAL UNSUnED & PROJECTED
RUNNING TOTAL THIU 01/171200'
SUMMARY FOR OI/../200~
UNSETTLED PU~C~AS!S
UNSEnLED SALES
UNSETTLED MATUIITIES
UNSETTLED CALLI
PROJECTED INTEREST l PII"CIPAL
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roTAL UNSETTLED I PROJECTED
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UNSETTLED MATUIITIE$
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PROJECTiD INTEIEST . PRINCIPAL
PIOJ&CTED DIVIDENDS
TOTAl UNSETTLED . ,ROJECTID
RUNNING TOTAL THIU OJ/IO/2DoI
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UHSITTLED NATURITtlS
UNSETTLED CAllS
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R.port incl~d.. fl.. dsve of Int.~.et proJ.ctlon.
All lnt.~..t proj.cttane for .ori..l. rot. ..evritl.. er. .hown ..
..ti..t.. u~ttl the ftn.l r.t. upd.te occure.
ACCOUNT II 1110&&$7
1'.2012
.
Treasury Services Implementation Leadtime
The TS Implementation Leadtime represents the length of time it will take to make the service available to the customer
. once all of the necessary Information/documentation has been gathered from the customer and/or internal sources.
It is the responsibility of the Implementation Project Manager to communicate leadtimes to the customer and to
discuss/negotiate a mutually acceptable service stert date with the customer.
"NEW" is defined as a request to implement a new product or service for a customer.
"MODIFICATION" Is defined as any changes/revision to an existing product/service for an existing customer.
''wl Trans" Is defined as days needed for transmission testing.
"DELETION" is defined as deleting the entire product or service for an eXisting customer.
Leadtlme (In business dayS)
Product/Service New Mod wlTrans Deletion
Account Analysis Dlract Transmission " 30 2 26 5'
Account Reconcller:nent ServiceS": '.
No Output .' 7 '5 5
Data Transmiesion Input andlor Output , 30 5 30 5
ACH Services: "
,
ACC Express " 45 45 5
.. . ACH Fraud Control ,6 6 6 ,
:
ACH Origination (Tape/olskette) 15 5 .. . 5.'
ACH Origination (Dais Transmission) , 20 5 '8 5'
. ACH Origination (Existing Vendor Payroll) : 8 '.5. 5
, CH-PayAccess Card Services " 4 4 . 4
;:
""CH Received Entries Transmission , " 'I. 20 5 18 5
ACHRetums (Dilte Transmission) , > . 20 5 18 5
' .
, Cash Concentration (Data Transmission) : , 20 5 18 fi'
.Cesh Concentration (Metavante) " 12 5 5 ','
ACH .Dlrect Pay .. . 25 10 10
,
PC ACH 6 6
ACH.Unlversal Payment IdentificatiOn COde (UPIC) 4 4 4
WebACHleve 18 8 5
BAI Dlract Transmission 16 7 12 5
Business Fax 3 3. 3
Cash Services aka Money' Csnter 17 7 "5'
Controlled Dlsburaement Service: ,
;Fundlng Method of Depository or ZBA. " , 6 5 , 5
Funding Method ofWachovla InitiatEid Wire, Customer~nit1ated Wire . 9 5 ,5
Customer Cash Letter , 14 ,7 5
.
Data Exchange: ' " .' "
" . . ' , '" :
Outgoing , ' .. 10'" 5 5
. Incoming aka Multibilnk Reporting '." ,:./ . 1;1 12 " ' .. 5
,
_ (Leadtlma besed on P-!:QmQt resl1Qnse from l1artlc1l1ating Bank)
Page 1 of4
affaclivfJ2IIlI200B
Product/Service
DDA '(Demand Deposit Account):
DDA - Account Opening
Set bOA DollarUmit
Standillone Test Checks:
\.,. \ ~
DejlosltReconcl!ement Services":
, vdth or without Electronic Deposit Reconcilement ,-
No Output . ' " .
Data Transmission Output "
Add New'Deposit Reconcilement locations to existing account w/supplles '
ComprehenelveDeposit Recon Services . , .
, No Output .
i_Data Transmission Outout -
EBPP/EIPPIPayment Only
(In Pilot Phase)
Lockbox Services:
,Ebox
:. Wholesale (Data, Trall~mlsslon)
, _ Wholesale (Information Rep.crtlng)
:, Wholesale (Plain Vanllla)
, Wholesale Image (Date Transmission)
,.' Wholesale Image Check & Document (> 5000 docs)
.' Wholesale Image Check & Document (< 5000 docs)
. Wholesale Image Check Only .
Wholetall w/ Data Transmission.
': Wholetall w/lmaoe Services '
II1l!ge Services':
,CD ROM
, -linage Web
'Imaae w/ Data Transmission
"
.,
Intagratad Payables
'IP Operations "
IP Operations (Mods) have different leadtlmes (checkguldel1nes)~
Check Issues/Acct Rec-IPOps needs 40 days leadtline
ACH .
Wires
: Drafts
OnllnePsysbles
Online Payables
OPw/Check Issues/Acct Recon
'OP w/ ACH
Online Payables WE:B
Payables Invoice Management
PIM w/ ACH
paya!lle If Desll'lld (ChecK cashing ,
reement Thru the Bank of the West\
-!)'able Thru Draft
Print Services
Page2of4
"
"
Leadtime /in business days)
New Mod wlTrans Deletion
3
7
7
30
, "
10
30
90
35,
,8
7
45
45
8
8
65
70
12
8
30
45
45'
5
5
4
24
30
5
8
125
5
6
,6
12(1'
3
3
7
4
5
10
4
5
30
35
6
5
;45
45
6
6
30
30 ..
9
3
7
7,20.45
5
3
n/a
nla '
9.
5
3
3
25
3,
,
3
3
26
I-
26
30
'35
45
60
60
26
26
26
3.
3.
5
5
5
5'
10
6
6
'5
6
6
6
.6
,10
10
9
3
9
"
15
15
15
.5
nla, '
'7.
5
15
3
13
15' I
3
.,3
aff&ctlva 2IIlI2006
Leadtime (In business days)
Product/Service New Mod w/Trans Deletion
Return Items , . ' .. " .. -. 7' '7 . . 7'
..
~rn Item TranemlsslonExtract (R1:J'E) . '. : . . ' ! ".'~~ . 30 .7, ., 7'
-
srlal Sort" . Non Reconcllemenl Commercial' Accounts . - 5 5 5
Sweep Servlc8s: ' , ..
,. ,
. Money Market SweeP " .. 5 3 3
. Money ,Market Sweep, Plus ,. 5 3 3 '.
, .
Sweep , 5 3 3
Sweep Plus ' . , 5 3 3'
IT.i1x Service .. 23 23 , 23
UPIC . Unlvel1lal PavmsJit Identlflcatlon Code , 4 4 4',
Wachovla Connection ,Services: ..
,WC FaxlEmall 0, 7 7
J.'. . . 7
WCFaxlEmall w/lricomlna Wire NotlfIclitlon, 10 ' 10 7
, WC Phone 7 7 7
Wr;: Phone wlTax Payment Servll:8 (r.PS) " 10 10 7
WC Browser nla 7 ' , i
'. .. .. . .
:Includes: Accounl ServlcelrCheck Status Ihq\llry;lnforma!ion Reportingc . .' ,
, Curra~l Day & Pravtous Day;'Peyment Servlces-.Account trarisfe'rs ' . " ;
'.
. . '
i .(..:. ,
, WC BrOwsef wf!>aymant Service Module8"' .. ., nla 7 '7
. "
- . '(Book Transfers; Domestic Wires; Dl'liwdowns; 'Treasury payment Wires; '.
..
, . intematlonal Wires)' '," ,.
we Bro.Wserw/ACHPayment ServICe Module. ' . 5 5 5
we Browser wIFol1l1an Draft Pavment Service Module 20 20 20,
. WC 'Expf888 5 5 5
, Includes Basic Modules: Account Services; 'Information Reporting; . ,
.0
Payment Services
WC ,Express wI Enhanced options to Include: International Wires; ACH . 5 0
Initiation; ACH Tax paymente 5
WC Exnf888 wrBulk StoDe DataTran ' , 90 5
Wachovla Connection Plus 7 7 7,
Includes: Account Servlces-Check Stalus Inquiry; 1nform!ltlon Rep.orti/l9-
. ' Cunrant Day & Previous Day; Payment Servlces:.AdcountT;ransfers;
Account ReconIPos Pay ,. '
WC Plua w/Payment Service Modules " 7. . . 7..,., 7
, . ,
" (Book Transfers; Domestic Wires; Drawdowns.; Treasury Paynient Wires; ..
.
. International Wires) , ."
.we Plus w/Lockbox Notlflcatlonaniuor Lockbox Image' . . 10 10 10
WC P!ua w/ACH Payment Servlce'Module, , " 5 5 5
WC ,!?Ius wlF.orelgn Draft Payment Service Modl!le . . 20 ., 20 ,29
" WCPluB wnnlernlitlcin!ll Multlbartk Reporting (MT940) .20 20 20
WC Plus w/lntarnatlonal MT101 '. 20 20 20
.we Plus w/Cash Position, Plus 7 7 i
C Plus w/Bulk Stopa Data Tran 90 ., 5
Pogo 30'4
effective 2/912008
Leadtlme (in business days)
Product/Service New Mod wrrrans Deletion
WC Advantage 7 7 7
Includes: Account Servtces-Check Status Inquiry; Information RepOrtlng-
. '. . I
Current Day & Previous Day;, Payment Services-AccOunt Jransfers; ,
Account ReconlPos Pay
WC Advantage wlPayment Service ,Modules " 7 " 7
, (Bciok Transfers; Domestic Wires; Dniwdowns; Treasury Payment Wires; ~
Internatlona! Wires) , , '
WC Advantage w/Loc:kboxNotlflcatlon and/or LockbOX'lm\lge 10 10 , '10 ' ,
we Advantage w/AeH PaymentServlc:e Module "", 5 5 5
WC Advantage w/l'orelgn Draft' Payment Service Module ' 20 20 20,
, WCAdvantage wnntamatlonal MultlbankRepo~ng IrJIT940) " , 20 20 20
WC Advantage w/lntematlonal MT101 .' 20 20 .. 20
, WQ Advantagewl CaahPoaltlon Plus .. . 7' 7 20
we Advantaae w/Bulk StOP.!l, Data Tran , 90 5 ,
ZBA (Zero Balance Accounts\ . .~. 3, 3 3
.Servlce can only be setup at the beginning of the statement cycle
.
.
Page 4 0'4
9ffIlct/Vll 21912008
AN UNCOMMON
SOLUTION
Are your deposit preparations and check transportation requirements causing
additional work as well as delayed access to funds?
Wachovia's Remote Deposit Capture (ROC) service allows you to speed the delivel)' of your
check deposits and overcome geographic barriers to consolidated banking relationships -
all you need is a small desktop scanner, a PC, an Internet connection and Wachovla's
Remote Capture software, Capitalizing on Check 21 legislation, which became effective
October 28, 2004, you can scan checks at your desktop and electronically send the images to
Wachovia, No more trips to the bank to deposit checks. ROC greatly automates the process
of listing, settling and creating deposit tickets, eliminating both the costs and time
commitments associated with tran'porting checks. State-of-the-art scanning equipment
provided by Wachovia is housed on-site at your local offices, further facilitating the entire
process,
How You CAN
. BENEFIT
ACCELERATED CASH FLOW - Process and transmit deposits at your convenience, not
based on courier pick-ups.
EUMINATION OF NUMeROUS BANI< ACCOUNTS (NO GEOGRAPHIC ReSTRIcrIONS) - Deposits
can be consolidated into your Wachovia account regardless of where your offices are
located.
IMPROVED AVAlLABIUTY - Deposits can be delivered to the bank sooner, allowing you to
take advantage of earlier availability deadlines.
GREATER CONVENIENCE - Transmissions can be sent 24/7.
TIME AND EFFORT SAVED - Avoid trips to bank branches and operations centers.
REouceD COSTS - Courier expenses related to check deposits can be eliminated.
FEWER DEPOSIT DElAYS - The ability to make deposit deadlines is more certain; weather-
related and other transportation slowdowns and accidents do not impact delivery of
your check deposits.
FASTER, MORl! AUTOMATEO DEPOSIT PIU!PARATION PROCESS - Manual deposit preparation
requirements are minimized.
.
.
THE W ACHOviA
ADVANTAGE
How REMOTE
DEPOSIT
. CAPTURE WORKS
OTHER TREASURY
MANAGEMENT
SOLUTIONS TO
CONSIDER
TALK TO Us
.
Our Remote Deposit Capture service offers you a turnkey solution equipped with courtesy
and legal amount recognition (CARfLAR), allowing you to:
Capture the front and back image of each check with one pass.
Correct individual check amounts to ensure a balanced deposit.
Automatically prepare your deposit and verify image quality before your transmission is
sent.
Securely transmit your daily check deposits to the Bank.
Locally store images for research.
Print summary and detail deposit reports for your records.
WE HAVE PROVEN SUCCESS WITH CHECK IMAGING:
We've imaged all processed checks for the past four years, Including 4.5 billion checks in
2003.
Wachovia was among the first banks to receive and post check images from the Federal
Reserve Bank.
Your local office creates an electronic deposit by scanning each check - using
Wachovia's software and a desktop scanner.
You balance the deposit dollar amount to the sum of the scanned checks.
The deposit is then electronically transmitted to Wachovia through a secure Internet
transfer.
You receive an acknowledgment of the deposit when received by Wachovia.
Once image quality has been verified, Wachovia determines the appropriate clearing
channel for each check Image - image exchange or substitute checks - and then
assigns float and posts the deposit to your account.
You retain or destroy the original checks, per your preferred process.
ACCOUNTS RECEIVABLE CoNVERSION - If your company processes a high volume of
remittances in-house, ARC allows you to convert these consumer check payments to
ACH debits - quickly and conveniently.
DEPOSIT RECONCILEMENT - Track deposits made by each of your locations while using a
single consolidated account.
CASH CoNCENTRATION - Pool funds cost-effectively, enhance cash forecasting and
maximize use of collected balances. Funds can be concentrated from multiple sources,
including lockbox deposits, outlying company accounts and maturing investments.
If you would like to implement Wachovla's Remote Deposit Capture service, or if you would
like to receive more details about other treasul)' solutions, contact your Treasury Sales
Officer, call us at 800-377"9208 or e-mail usattreasurycontact@Wachovia.com.
.
1\1 WAOHOVIA
AN UNCOMMON
SOLUTION
.
How You CAN
BENEFIT
.
~
ollecting, Processing and Depositing
Customer Payments
--------
Do you have too many resources devoted to managing your accounts receivable
business processes? Is it easy to quickly access information about your incoming
payments - paper and electronic - and is it early enough to optimize the use of
these funds?
Wachovia offers an extensive, coast.to-coast network of paper and electronic payment
processing services, including deposit locations from New England to Texas. With our
comprehensive suite of receivables solutions, you can collect and process your deposits and
customer payments quickly and conveniently. Consider one or more of the following
services to reduce your operational and administrative costs and improve funds availability:
Wholesale Lockbox
Retail Lockbox
Wholetail Lockbox
Integrated Receivables
Deposit Reconcilement
Cash Concenlration
Remote Deposit Capture (ROC)
Dropbox ARC
FASTER FUNDS AVAILABILITY - Directing your remillances to Wachovia for processing
allows you to meet earlier deposit deadlines and benefit from improved cash forecasting
and funds availability.
REDUCED EXPENSES - Outsourcing receivables processing enables you to redeploy staff
to more productive tasks. And using Deposit Reconcilement to consolidate deposits to a
single account reduces account maintenance fees and simplifies reconcilement and
funds concentration activities.
GREATER CONTROL - Detail and summary reports enable you to track and manage your
cash flow more effectively.
IMPROVED ACCURACY - Your accounts receivables system can be updated electronically,
eliminating manual entry.
GREATER EFFICIENCY - Concentrating funds enables you to more effectively meet
accounts payable requirements, reduce debt and increase investments.
ADVANCED IMAGE TECHNOLOGY - Within a matter of seconds, you have access to a Web-
based archive of alIthe information you need.
COMPREHENSIVE RECEtvABLES SOLUTION - You will receive from us a single accounts
receivable file that shows invoice creation and presentation, payment processing and
electronic consolidation of electronic and paper payments.
.
THE W ACHOVIA
ADVANTAGE
WHOLESALE
LOCKBOX
.
.
INDUsny LEADERSHIP - As the third-largest cash management provider in the country,
Wachovia provides proven technology and state-of-the-art processing to help maximize
your collection effectiveness.
ONLY ONE ACCOUNT REQUIRED - Our single, franchise-wide deposit processing system
allows deposits to be made into a single Wachovia account from any Wachovia location,
allowing you to minimize the number of accounts you maintain and achieve cash
concentration without funds transfer activity and the related costs.
TECHNOLOGY - Wachovia's nationwide network of lockbox collection centers, in
conjunction with our ACH and wire transfer services, allows you to obtain an integrated
receivables file for easy, accurate updating of accounts receivable.
EXPERTISE - We understand the challenges posed by corporate and regulatory
requirements to segregate the sources of your receivables and can provide reports that
meet these needs while allowing you to benefit from the efficiency of using a single
account
ldeal for outsourcing the processing of your low-volume, high-doliar remittances
(mainly business-to-business), this service speeds funds availability and reduces in-
house processing expenses. Wachovia operates a nationwide network of nine
wholesale lockbox remittance processing sites: Baltimore, Charlotte, Atlanta, Dallas,
Los Angeles, Philadelphia, Orlando, Chicago and metropolitan New York.
Customer payments are sent directly to your company's post office box at one of
Wachovia's nine processing sites.
Using either a unique zip code or caller box service, all incoming mail is quickly sorted
by the U.S. Post Office and made available for pick-up by a Wachovia courier - much
faster than the traditional mail delivery system.
Mail is picked up multiple times daily and on weekends at some sites.
Remittances arc prepared for deposit by a processing specialist using image technology
designed to enhance processing accuracy, expedite the deposit to your account and
provide high-quality check images and reports.
On a sam<HIay basis, your payments are deposited, and an Account Batch Listing and
Deposit Summary report, along with check copies and correspondence, is sent to you via
first-class mail or overnight courier.
As early as one hour after a batch is processed, your check and document images are
available online and can be viewed, printed or exported. Access to this information is
available for 90 days after the processing date. Search criteria include deposit date,
lockbox site, lockbox number, payor, batch number, check amount, MICR line and
sequence number.
.
.
RETAIL LoCKBOX
WHOLETAIL
LOCKBOX
.
Outsource your high-volume, low-c:/ollar remittances (mainly consumer-to-business) to
speed funds collection and reduce in-house processing expenses. Through its strategic
alliance with REMlTCO, Wachovia offers a coast-ta-coast fetaillockbox network with
processing sites in New York (Staten Island), NY, Philadelphia (Langhorne), PA,
Charlotte, NC, Atlanta (Columbus), GA, 51. Louis, MO, Dallas, TX, and Los Angeles, CA.
Customer payments, along with corresponding machine-readable coupons, are mailed
directly to your company's post office box at one of Wachovia's seven retaillockbox
sites.
Incoming mail is picked up multiple times daily and on weekends at some sites.
Standard processing, provided by REMITCO, includes opening the mail, separating it by
payment type (e.g. full and partial payments, single and multiple check payments, and
single or multiple invoice payments) and scanning the coupon.
Once the check amount is read or keyed, it is run through the system again to encode
and endorse the check and produce an audit trail.
Funds are deposited to your Wachovia account, and a report is produced that lists all
payments received in batch and sequence order. A file transmission is sent to you daily
so that you can update your accounts receivable files automatically. Any miscellaneous
correspondence received with payments is returned to you according to your processing
instructions.
With Wachovia's advanced image technology, you quickly have access to a Web-based
archive of all the information you need.
Combine the technological advantages of high-speed retaillockbox processing with the
flexibility and data collection capabilities of low-volume wholesale lockbox processing.
You direct your customers to mail their payments and remittance coupons to you
at a designated P.O. box address in Baltimore, Philadelphia, Chicago, metropolitan New
York and/or Orlando.
The mail is picked up weekdays - and weekends at some sites - and delivered to a
Wachovia processing center. .
Mail is opened, scanned and processed according to your specifications; a check digit
routine is used to validate data captured from the scan line.
. Checks are encoded and endorsed; funds are deposited to your account; a report is
created listing all payments received.
An image transmission is provided to you daily for use in automatically updating your
receivables files.
A Web-based archive provides online access to your receivables data.
.
INTEGRATED
RECEIVABLES
DEPOSIT
RECONCILEMENT
.
CASH
CONCENTRATION
.
Automatically update your accounts receivable system - including check, ACH and
incoming wire payments - through receipt of a single, consolidated file of your paper
and electronic remittance information.
.
Your customers can remit their payments in one or more of the following ways: directly
to your Wachovia wholesale or retaillockbox, or to your depository account using ACH
or wires, either domestic or international wire transfers.
The same day your payments are received, Wachovia extracts specific invoice and
other remittance detail you may require and formats this data into a standard BAI or
ED! format, or a custom format you specify.
An electronic file is created and transmitted to your company's system directly, via a
secure Internet connection or through your Value Added Network (VAN).
Your accounts receivable system is automatically updated by uploading the file.
Easily identify the source of your deposits - by store, division, region, profit center,
etc. - all using a single bank account. And with the Comprehensive Deposit
Reconcilement option, you can use shadow sub-accounts to identify the source of non-
deposit transactions, such as returned checks, deposit adjustments, coin/currency
purchases, etc.
Unique deposit location numbers are defined for each deposit source and MICR-encoded
on special deposit tickets for use when making deposits.
Through Wachovia's electronic deposit reconcilement process, credit card receipts and
other electronic deposits are reported as ACH credit transactions, using special IDs to
indicate the payment source, such as VISA and store number.
As deposits are processed, Wachovia captures the location number, deposit date and
dollar amount. Non-deposit transactions are also captured by location for
Comprehensive Deposit Reconcilement customers.
Deposits are posted to either a single bank account (Deposit Reconcilement) or to
shadow sub-accounts and then rolled up to the master account (Comprehensive Deposit
Reconcilement), where the deposit reconcilement is performed.
Returns and adjustments are identified by location.
Detailed and summary reports are provided by location.
Automatically move funds from outlying bank accounts into a centralized
concentration account, eliminating idle balances, pooling funds cost-effectively,
enhancing cash forecasting and maximizing use of collected balances.
Daily, your company's outlying deposits are reported to Wachovia via operator, touch-
tone phone or PC input
. At a pre-determined cut-off time, Wachovia pulls the deposit amount information and
creates ACH debits to move the funds from outlying accounts to your concentration
account.
- , ,/ ';":', ';, .:': ", ";~','-' . ':,. ,"',' '. . \ .
.
CASH
CONCENTRATION
(CONTINUED)
REMOTE DEPOSIT
CAPTURE
.
.
Your concentration account is credited with available fonds the next day.
The Automated Cash Concentration (ACC Express) option offers an automatic transfer
of prior-day balances based on parameters you define, eliminating the need for any
manual input
The Cash Position Plus option allows you to consolidate fonds associated with multiple
independent subsidiaries or divisions to maximize investment returns, reduce
borrowings or offset overdraft charges.
Through Wachovia Connection'", our online information reporting and transaction
initiation service, you can review all your ACH activity, including any returned
transactions. Detailed, summary and exception deposit location reporting information is
available daily.
Additional options for ACH returns reporting include NACHA file, fax, ..mail
notification or mailed report
Speed the delivery of your check deposits and overcome geographic barriers to
consolidated banking relationships. You can scan checks at your desktop and
electronically send the images to Wachovia. Remote Deposit Capture greatly
automates the process of listing, settling and creating deposit tickets, eliminating both
the costs and time commitments associated with transporting checks. State-{}fthe-art
scanning equipment provided by Wachovia is housed on-site at your local offices,
further facilitating the entire process.
Your local office creates an electronic deposit by scanning each check - using
Wachovia's software and a desktop scanner.
You balance the deposit dollar amount to the sum of the scanned checks.
The deposit is then electronically transmitted to Wachovia through a secure Internet
transfer.
You receive an acknowledgment of the deposit when received by Wachovia.
Once image quality and account numbers have been verified, Wachovla determines the
appropriate clearing channel for each check image - image exchange or substitute
check - and then assigns float and posts the deposit to your account.
You retain or destroy the original checks, per your preferred process.
. DROPBOX ARC
.
OTHER TREASURY
MANAGEMENT
SOLUTIONS TO
CONSIDER
TALK TO Us
.
Easily convert consumer check payments received via U.S. mail or at a company
dropbox to an ACH debit trallsaction.
Your company scans all payments received into a check reader, capturing an image of
the check. The amount of the check and any other information required by your
company, such as account number, are then entered into the system.
As each transaction is uploaded to Wachovia's Dropbox ARC system, it is validated for
conversion eligibility and verified against a sophisticated fraud prevention database-
on a real.time basis. If accepted, the transaction is converted to an ACH debit and fund.
are automatically deposited to your account. (Ineligible items include business checks,
official checks, counter checks, travelers checks, convenience checks and money orders.)
The entire life cycle of each transaction is captured in the Dropbox ARC database,
giving you online access to origination, return and fe-presentment information.
Any returned items are delivered electronically and can be automatically re-presented or
reviewed first and then re-presented up to two times.
As an option, an extract fiie of all Dropbox ARC data, including any custom information
entered into the system, can be provided to import into your accounting software
package.
W ACHOVIA CoNNECTION - Gain online access to same-day or historical balance and
transaction detail, payment initiation, account services and account reconcilement - all
within a secure, client-managed environment.
E-BoxsM CONCENTRATION - Consolidate payments from all major bill payment
consolidators, including VISA'" e-Pay, MasterCard'" RPPS, CheckFree and ACH.
SweEP INVESTMENT - Automate daily investment of your idle collected balances into a
predetermined investment instrument, including Money Market Sweep, Eurodollars,
Commercial Paper, Repurchase Agreements, Federal Funds and Evergreen Mutual
Funds.
hINT SERVICES - Wachovia's unique offering gives you a turnkey receivables
solution; outsource your printing to us and we'll send your clients an invoice - paper
or electronic.
ELECTRONIC INVOICE PRESENTMENT AND PAYMENT - A totally electronic solution for your
entire billing cycle - from bill presentment, to bill payment, to automatic posting to
your accounts receivable system.
CHECK IMAGE (PAID CHECK IMAGE AND DEPosrr ITEM IMAGE) - Access your check images
via the Internet using common Web browsers or via CD-ROM using Wachovia's
proprietary Image Workstation software.
If you would like to implement any of Wachovia's Receivables services, or if you would like
to receive more details about other treasury management solutions, contact your Treasury
Sales Officer, call us at 800-377"9208 or e-mail usattreasurycootact@wacbovia.com.
.
.
Dropbox Standard Pricing
Descrlotion
ARC Implementation Fee (One Time)
Equipment RDM EC 60011 Scanner
ARC Implem. Additional Sites
Dropbox Monthly Maintenance
ACH Monthly Maintenance
Dropbox Monthly User ID
Retums
DBx ARC Conversionfrtem 0 - 9,999
DBx ARC Conversion/Item 10,000 -15,000
DBx ARC Conversionfrtem 15,001 - 20,000
DBx ARC Conversionlitem 20,001+
Stendard Priclna
$1,000.00 5 user sites (Includes 1 RDM Scanner)
$400.00 each
$50.00 each additional site
$40.00 per account
$60.00 per account
$1.00 per account
$2.00 per item
$0.35 per lIem
$0.18 per lIem
$0.14 per item
$0.11 per item
- Exceotlon orlcina (Zero Pricinal must be done on Transaction Codes...
508 ACH Files Processed
698 ACH Originated Items - ARC Debits
.
::'-...
DIRECT-}!. Y, WACHOVIA'S PAYROLL CARD
II WACHO
.
Can you offer a convenient direct deposit option to your entire work force - even
those that do not qualifY for a standard checking account?
AN UNCOMMON
SOLUTION
Direct deposit is one of the most effective and efficient ways to reduce your payroll
expenses. Wachovia Direct Payeis a Visa-branded pre-paid debit card product that allows
you to deposit your employees' net pay via ACH. Your employees can then access their
funds at A TM and point-of-sale facilities using a payroll card.
How You CAN
BENEFIT
REDUCED PAYROLL ADMINISTRATION EXPENSES - Reduce check issuance, processing and
handling costs as well as the costs associated with express-mailing checks.
REDUCED CHECK FRAUD - The federal government estimates that more than four million
paychecks are lost or stolen each year. And FBI studies show that 2,000 fraudulent
checks are cashed each day in the United States.
INCREASED PARTICIPATION IN PAYROLL DlREcr DEPOSIT - Especially for those who do not
qualify or want a traditional checking account.
(NCREASED PaoDUcrlVlTY - No need for your employees to take long lunch breaks to
stand in line at a bank branch on payday, and they no longer have to walk around ..
carrying the entire check amount. Plus, the money is available to access even when your
employees are on vacation on payday.
ADDmoNAL EMPLOYEE BENEFIT - Direct Pay gives your employees a convenient way to
securely access their pay 24 hours a day, seven days a week.
.
THE W ACHOVIA
ADVANTAGE
LARGE ATM NETWORK - Wachovia has over 5,300 ATM locations at which Direct Pay
cardholders can access their pay 24 hours a day, seven days a week. There are also over
800,000 A TMs in the Visa Plus network.
Two WAYS TO RECEIVIl STATEMENTS - Direct Pay statements are delivered via the mail,
but cardholders can opt to receive their statements online.
VAST VISA DEBIT MERCHANT SYSTEM - Direct Pay is accepted at over 1.2 million
locations worldwide.
EASY ACCESS - Cardholders can access account information 24 hours a day via the Web,
by speaking directly to a customer service agent or via lnteractive Voice Response (IVR).
MANAGEMENT REPORTS - You have access to reports that allows you to track the success
of your direct deposit campaigns, as well as other statistics and card portfolio
information.
.
. How IT WORKS
Your employee signs up for Direct Pay by filling out an enrollment form and returning
it to you.
A payroll card account is opened for the employee.
Your employee receives the Direct Pay card, a brochure describing the program, a Terms
and Conditions document and a schedule outlining the associated fees.
You receive the employee's account number to set up the direct deposit account.
Your employee activates the card.
When you process your payroll, the ACH transaction is sent with other direct deposit
transactions.
Your employee's net pay is now available and can be accessed at ATMs and Visa and
Interlink merchant locations.
OTHER
SOLUTIONS TO
CONSIDER
DIRECf DEPOSIT OF PAYROLL - Wachovia's Direct Deposit is an efficient alternative to
check paymen ts for applications such as payroll, pension, employee expense
reimbursements and dividends. Direct Deposit payments are transferred through the
ACH from a company's disbursement account to the recipient's checking or savings
account. Check payments are eliminated or reduced and cash forecasting is improved.
CoMMERCIAL DEPosrr ACCOUNT - Commercial Checking is designed for businesses with
higher monthly account balances and transaction volume. You'll have access to a variety
of cash management services, and you11 receive an earnings credit rate to help offset
account fees.
.
WACHOVIA AT WOIa. - At no cost to you, Wachovia at Work gives your employees
preferred pricing on a variety of retail banking products and services, convenience
through onsite visits, a dedicated toll.free number and Web site, and financial education
through financial profiles and educational seminars.
TALK TO Us
If you would like to implement Wachovla's Direct Pay service, or if you would like to
receive more details about other treasury management solutions, contact your Treasury
Sales Officer, call us atlloo-377-9z08 or e-mail usattreasurycontact@wachovia.com.
.
I FDIC-Insured.
.
II WACHOVIA EMPWYERDIRECTPAYCARD
SERVICE DESCRIPTION AGREEMENT
This Employer Direct Pay Card Service Description Agreement (this "Description") sets
forth the Employer Direct Pay Card services (the "Service") to be performed by Wachovia
Bank, N.A. or Wachovia Bank of Delaware, N.A. (in either case, the "Bank" or "we'') for
you (the "Employer" or "you") and the terms and conditions upon which the Service will
be performed. The Service provided hereunder and transactions in which you and we will
engage in furtherance of the Service are also governed by the Deposit Agreement and
Disclosures for Commercial Accounts, which governs the account(s) you use or allow us
to access in making use of the Service (as amended from time to time, the "Deposit
Agreement"). In the event of a conflict between any provision of this Description and the
Deposit Agreement or any other agreement between the Employer and the Bank, this
Description will govern. By executing this Description below and accepting the Service,
you request and authorize the Bank to provide the Service and agree to the terms and
conditions contained herein. By executing this Description below and providing the
Service, the Bank agrees to provide the Service to you upon the terms and conditions
hereof.
.
1. SERVICES. The Service offered by the Bank is designed to provide a mechanism,
which enables you to deposit the aggregate net pay amount and, in some cases, other
eligible amounts payable, such as reimbursements, bonuses and commissions, approved
by the Bank for payment through the Service due to each of your employees, who
participates in the Service (the "Enrolled Employees"), into one Wachovia Direct Pay
Account (the "Direct Pay Account") on or prior to each day on which such payments
are due to the Enrolled Employees.
Subject to the terms and conditions of this Agreement, you may make such payments to
your Enrolled Employees utilizing either: (i) the Automated Clearing House system
(payments processed in such manner are referred to herein as "Standard Transactions");
or (ii) the adjustments functionality provided through an web based internet application
(the "Adjusting Payments Website") made available to you by Provider (as defined in
Section 2 below) or Bank (payments processed in such manner are referred to herein as
"Adjusting Transactions'').
Each Enrolled Employee will be able to access his or her net pay and other eligible
payables available in the Direct Pay Account through the use of a card linked to the
Direct Pay Account and issued to such employee (each, a "Direct Pay Card''). Each
Enrolled Employee's participation in the Service will be governed by a separate
agreement and terms and conditions between the Bank and each Enrolled Employee.
The benefit of the Service to you is the elimination of the need to provide paper checks
to the Enrolled Employees and to allow you to take advantage of the benefits of direct
deposit pay with respect to your employees even where such employees do not
maintain an account at any bank.
2. THIRD-PARTY SERVICE PROVIDERS. The processing contemplated by the
Service, or any portion thereof, may, in the Bank's sole discretion, be provided by a
third-party vendor ("Provider").
.
Version IS - 6121105
.
3. GENERAL CUSTOMER OBLIGATIONS I AGREEMENTS. In order to
subscribe to the Service, you must comply with the following obligations and
agreements (collectively, the ''General Employer Obligations").
(a) You shall properly obtain and verify accurate, appropriate information deemed
necessary, in the sole discretion of the Bank, (the "Employee Information")
for each Enrolled Employee and provide such information, at the Bank's
option, to the Bank and I or its Provider. You must obtain the Employee
Information using a standard enrollment form provided by either the Bank or
its Provider (the "Enrollment Form'') and must verify the Employee
Information against your employee records. The Employee Information must
include, but is not necessarily limited to, the Enrolled Employee's: (i) full
legal name; (ii) full physical address (no Post Office Boxes) ;(iii) full date of
birth; (iv) phone number (including Area Code): (v) social security number;
and (vi) if available, any other government identification number, such as a
driver's license number and any other necessary information related to such
number, such as the state for a driver's license. You shall provide such
additional Employee Information, as reasonably requested by either the Bank
or any Provider from time to time.
.
(b) You shall obtain all written authorizations and executed agreements from each
Enrolled Employee, as required by the Bank and I or its Provider (collectively,
the "Employee Agreements"). Further, with each submission of the Employee
Information for each Enrolled Employee you warrant and represent to the
Bank and the Provider that all Enrolled Employee signatures on the Employee
Agreements are authentic. Finally, you shall retain all executed Employee
Agreements for each Enrolled Employee in such employee's ernployment
record and shall make such materials available to the Bank and its Provider,
upon request by either the Bank or its Provider.
(c) You shall provide the appropriate agreements, terms and conditions,
Enrollment Forms, marketing materials, pricing and fee schedules and all
other relevant documents (collectively, the "Direct Pay Materials") to each
Enrolled Employee and any prospective Enrolled Employee, as provided to
you by the Bank and I or its Provider. You shall not alter, in any way, any
Direct Pay Materials and shall always provide the most current form of the
Direct Pay Materials to the Enrolled Employees and any prospective Enrolled
Employee. If and when any Direct Pay Materials are amended from time to
time by either Wachovia or its Provider, you shall provide copies of such
amended Direct Pay Materials to all of your Enrolled Employees.
(d) After obtaining the Employee Information and properly executed Employee
Agreements from any employees who wish to become Enrolled Employees,
you shall enter such data and information and submit it to either Wachovia or
its Provider using one of the enrollment options made available to you by
either Wachovia or its Provider in order to enroll such employees. You shall
submit such data and information to Wachovia or its Provider through any
process or system required from time to time by Wachovia or its Provider.
.
(e)
A set-up report will be available to you on a daily basis via the internet, which
will indicate, among other things, which Enrolled Employees have received
Version 15-6121/05
2
.
and activated their Direct Pay Card. You shall monitor such report on a daily
basis and continue to provide all Enrolled Employees with all amounts due to
them by you through means other than the Service until you are notified
through the report that the employee has activated his or her Direct Pay Card.
After you learn tbat an Enrolled Employee has activated his or her Direct Pay
Card, you shall begin to use the Service to make any net payor eligible
payments available to him or her on his or her Direct Pay Card pursuant to the
terms and conditions of this Agreement.
(t)
You shall exercise reasonable care to maintain the confidentiality of any and
all data, user identification codes, manuals, software, payment and fee
schedules and other information delivered to you in connection with the
Service. by either the Bank or any Provider and you shall not disclose any such
information to any third party without the prior written consent of the party
providing such information, eKcept as required by applicable law.
(g)
If prohibited by applicable law or regulations, you shall not require any
employee to become an Enrolled Employee.
.
(b) You agree and acknowledge that we may refuse to allow any employee to
participate in the Service and to become an Enrolled Employee, in the Bank's
sole discretion. Further, you agree and acknowledge that the Bank may
terminate the Service as to any Enrolled Employee at any time pursuant to
applicable law or the terms and conditions of any applicable agreements,
service descriptions and statements of terms and conditions between the Bank
and such employee. If the Bank elects to discontinue the Service as to an
Enrolled Employee due to the Bank's inability to verify such employee's
Employee Information and I or the Bank's inability to complete the Employee
Review (as defmed in Section 4(c) of this Description), then the Bank or its
Provider shall notify you via written notification in a form substantially
similar to EKhibit A attached hereto and made a part hereof (the "Termination
Notice"). The Bank or its Provider shall send each Termination Notice to the
person designated by you to receive such notices at the address provided to the
Bank by you. Upon your receipt of notice of the termination of any Enrolled
Employee for any reason, you immediately shall begin providing such
terminated employee's pay and all other amounts due to him or her by means
other than the Service and immediately shall cease transmitting any and all
amounts due to such employee to the Direct Pay Account.
(i) Y QU agree that all telephone conversations in connection with the Service may
be recorded by the Bank and I or its Provider by use of tape or other data
storage means and retained by the Bank and I or its Provider.
0) You shall cooperate with the Provider and the Bank to ensure that your
computer systems, software and other necessary forms of communication (and
those of any payroll service provider utilized by you to the extent such
provider is required to interact with the Bank or its Provider) are and remain
compatible with systems of the Provider and the Bank necessary to provide
the Service.
.
Version IS -6121JOS
3
.
.
.
(k)
You will provide to the Bank reasonable documentary evidence and periodic
attestations that the Employee Information gathered by you and provided to
the Bank has been verified and maintained in accordance with state and
federal labor regulations and you shall allow the Bank, if requested by the
Bank, to conduct on-sight verification and testing of your systems used to
maintain and verifY Employee Information. If requested by the Bank, you will
provide the Bank reasonable documentary evidence and periodic attestations
that you have properly obtained and maintained all eKecuted original
Employee Agreements for all Enrolled Employees and you will allow the
Bank to conduct on-sight verification of the Employee Agreements.
(I) If required by the Bank, you shall cooperate with the Bank with respect to and
successfully complete the Bank's credit approval process prior to beginning to
use the Service.
4. ADDmONAL STANDARD TRANSACTIONS OBLIGATIONS. If you use the
Service to complete Standard Transactions to the Enrolled Employees, then, in addition to
the General Employer Obligations, you must comply with the following obligations and
agreements.
(a)
You shall deposit amounts to be paid through any Standard Transactions
("Standard Payments'') for any Enrolled Employee into the Direct Pay Account at
least two (2) business days prior to each date on which such amounts are due to the
Enrolled Employees. Further, you shall provide to the Bank and I or its Provider
all necessary information to determine how the aggregate payments being made
through Standard Transactions should be apportioned among each Enrolled
Employee (the "Standard Pay Transaction Information") at least two (2) business
days prior to each date on which amounts are due to the Enrolled Employees. If
you do not timely provide the Standard Pay Transaction Information and the
amounts due to be paid through Standard Transactions to Bank and I or the
Provider, neither the Bank nor the Provider shall have any obligation to make the
related Standard Transaction payments available to the applicable Enrolled
Employee on his or her Direct Pay Card.
(b) You shall be responsible for the accuracy of the Standard Pay Transaction
Information and for removing and properly distributing all applicable taxes, fees,
garnishments and other charges from each Enrolled Employee's gross pay before
depositing the net amounts due to each Enrolled Employee in the Direct Pay
Account. You shall also be responsible for continuing to provide all Enrolled
Employees with all statements and documents (i.e., pay advices) that you
customarily provide to your employees that receive their pay through direct deposit
each pay period.
5. ADDITIONAL ADJUSTING TRANSACTIONS OBLIGATIONS. If you use the
Service to complete Adjusting Transactions to the Enrolled Employees, then, in addition to
the General Employer Obligations, you must comply with the following obligations and
agreements.
(a) You must, at aU times during your use of the Service to make any payments due to
any EnroUed Employees using Adjusting Transactions ("Website Payments"),
version 15-6121105
4
.
complete Employee Information related to such employee, the Bank or its Provider
shall conduct an appropriate review of the Employee Information to determine if
the employee is eligible to become an Enrolled Employee, in the Bank's sole
discretion (the "Employee Review"). Additionally, within a reasonable time
following the receipt by the Bank and lor its Provider of the Employee
Information, the Bank or its Provider shall send to the employee a Direct Pay Card
and such employee shall become an Enrolled Employee, subject to termination by
the Bank, In its sole discretion, following the completion of the Employee Review
or otherwise in accordance with this Description. Following the distribution of the
Direct Pay Card to the Enrolled Employee, the activation of the Direct Pay Card by
the Enrolled Employee and upon receipt of the Standard Pay Transaction
Information for the employee by the Bank and I or its Provider trom you, and
receipt of the employee's Standard Payments into the Direct Pay Account by the
Bank, the Bank shall allow each Enrolled Employee access to his or her available
Standard Payments, available in the Direct Pay Account pursuant to the terms and
conditions of any applicable agreements, service descriptions and statements of
terms and conditions between the Bank and such employee. Additionally, if
applicable, following the distribution of the Direct Pay Card to the Enrolled
Employee, the activation of the Direct Pay Card by the Enrolled Employee and
upon receipt of the Adjusting Website Payment InfClrmation for the employee by
the Bank and I or its Provider tram you, the Bank shall allow each Enrolled
Employee access to his or her available Website Payments, pursuant to the terms
and conditions of any applicable agreements, service descriptions and statements
Clfterms and conditions between the Bank and such employee.
7.
(d) The Bank and its Provider shall exercise reasonable care to maintain the
confidentiality of any and all Employee Information, Standard Pay Transaction
lnformation, the Adjusting Wehsite Payment Information, data, user identification
codes, manuals, software, payment schedules and other information delivered to
the Bank in connectiCln with the Service by you or the Enrolled Employee and the
Bank shall not disclose any such information to any third party without, as
applicable, your or the affected Enrolled Employee's prior written consent, except
as required by applicable law.
DIRECT PAY ACCOUNT. You hereby agree and acknowledge that you shall have
only limited rights with respect to funds held in the Direct Pay Account. Without
limiting the generality of the foregoing, after you deposit the aggregate net amount
owed to the Enrolled Employees into the Direct Pay Account, your only right in such
funds shall be a reimbursement right to correct over-payment errors prior to the
withdrawal of such funds. At all times, each Enrolled Employee shall own funds equal
to his or her Direct Pay Card balance held in the Direct Pay Account that have been
deposited appropriately as his or her Standard Payments and Website Payments.
.
8.
OVERPAYMENT ERRORS. In the event that you deposit amounts into the Direct
Pay Account for any Enrolled Employee in excess of the amount due such Enrolled
Employee, you shall be entitled to attempt to exercise any rights, if any, you have to
reverse the deposit or any portion thereof. In no event, shall the Bank be liable to you
or any third party for any such overpayment or your inability to recover any such
overpayment.
.
Verskln 15-612MlS
6
9, FEES. The Bank will provide you with a fee schedule for all charges associated with
the use of the Service.
. 10. NO REPRESENTATION OF COMPLIANCE WITH LAWS. The Bank has not
made and you acknowledge and agree that the Bank has not made any representation or
warranty regarding the compliance by the Service with any laws, orders, regulations or
statutes by which you are bound. You acknowledge and agree that you have had the
advice of legal counsel regarding this and other matters in making your decision to
accept the Service and be bound by this Description.
.
.
11. LIMITATIONS ON LIABILITY. The Bank's liability for the failure to perform
under this Description shall be limited to instances in which you incur a direct loss due
to the Bank's gross negligence or willful misconduct. In no event, shall you, the Bank
or any Provider be liable for lost profits or special, indirect, exemplary, consequential or
punitive damages related to the Service, even if such party shall have been advised of
the possibility of such damages. The Bank shall have no liability to any party for
failure of, or delay in, its performance related to the Service as a result of any act of
God, war or terrorism, fire, other catastrophe or force majeure. electrical or computer or
telecommunications failure, any event beyond the control of the Bank (including,
without limitation, the cessation of business by any Provider for any reason), or traud
committed by any third party. Nothing in this Agreement shall create any agency,
fiduciary, joint venture or partnership relationship between the Bank and the Employer.
12. INDEMNIFICATION. In the absence of negligence or willful misconduct on the part of
the Bank or any Provider, you agree to indemnitY and hold the Bank harmless for (and
agree to immediately reimburse the Bank for) all damages of any nature (including the
cost of reasonable legal fees and expenses incurred by the Bank) sought by any entity or
person against the Bank under applicable law or as a result of breaches asserted against the
Bank in connection with the Bank's provision of this Service to you, or any Enrolled
Employee including, but not limited to: (i) damages asserted by any Enrolled Employee
relating to the Enrolled Employee's failure to be able to access his or her Standard
Payments and I or any Website Payments tram his or her Direct Pay Card or your failure
to deposit sufficient funds to cover any Standard Payments and any Website Payments due
any Enrolled Employee in a timely fashion; (ii) losses or damages incurred by the Bank as
a result of the Bank being prohibited tram asserting any defenses or claims associated with
the Service against any minor Enrolled Employee, solely because such Enrolled Employee
is a minor; and (iii) penalties imposed by any governing authority due to your failure to
provide complete, accurate Employee Information to the Bank.
13. COMPLIANCE WITH APPLICABLE LAWS I AMENDMENT. Each of the Bank
and the Employer hereby warrant to the other that each party will comply with all laws,
regulations, statutes and orders applicable to it with respect to the provision and
acceptance of the Service. In the event, that the terms of this Description ever violate
any applicable statute, law, regulation or order, then this Description shall be deemed
amended to the extent necessary to comply with such statute, law, regulation or order,
without any further action by any party and with no liability to any party. This
Description may be amended trom time to time by the Bank upon thirty (30) days
written notice to you.
14. TERMINATION. Either you or the Bank may terminate the Service upon thirty (30)
days written notice to the other party for any reason. Upon your receipt of notice of
Version lS-6/21JU5
7
.
.
.
termination, you shall immediately take steps to be able to begin providing all Standard
Payments and Website Payments to all impacted employees by means other than the
Service as of the effective date of the termination and shall cease transmitting such
employee's Standard Payments and Website Payments to the Direct Pay Account.
Further, the Bank may suspend the Service immediately, as to one or more Enrolled
Employees, if you fail to satistY any material obligation hereunder, including, but not
limited to, your obligation to timely provide Employee Information, Standard Pay
Transaction Information, Adjusting Website Payment Information and the Standard
Payments and Website Payments for each Enrolled Employee when due.
Notwithstanding anything in this Agreement to the contrary, if any Provider used by the
Bank, in breach of the Provider's contract with the Bank or due to circumstances
beyond the Provider's control, terminates its services to the Bank without sufficient
notice to provide the Customer with the notice of termination provided for in this
Section and Bank must terminate the Service for all of its customers, then Bank shall be
entitled to immediately terminate the Service for Customer. In the event of such a
termination, Bank will, as necessary, provide any remaining balance on any Enrolled
Employee's Direct Pay Card to such Enrolled Employee via a paper check.
15. DUPLICATE ORIGNALS: COUNTERPARTS. This Description may be executed
in any number of duplicate originals, and each duplicate original shall be deemed to be
an original. This Description and each duplicate original hereof also may be executed
in any number of counterparts, each of which shall be deemed an original and all of
which together shall constitute a fully executed agreement even though all signatures do
not appear on the same document. Delivery of an executed signature page of this
Agreement or any duplicate original via telecopier facsimile transmission shall be
effective as if it were delivery of a manually delivered, original, executed counterpart
hereof.
IN WITNESS WHEREOF, each of the parties hereto by its respective duly authorized officer
has executed this Description as of -' 200_.
EMPLOYER:
THE BANK:
W ACHOVIA BANK, NATIONAL AssocIATION
By
Name:
Title:
By
Name:
Title:
Version 15-l5I21~S
8
.
.
.
Exhibit A
[ADD EMPLOYER AND ADDRESS]
Re Termination of [Employee name and address] from the Direct Pay Card Service
(the "Service")
I
wJ refer to that certain Employer Direct Pay Card Service Description Agreement (the
"Descripti4n"), pursuant to which, along with other applicable agreements and documents,
Wachovia pank, National Association (the "Bank") provides the Service to you and certain of
your employees. Capitalized terms used herein and not otherwise defined shall have the
meanings ~scribed to them in the Description. The purpose of this correspondence is to notify
you that effective immediately, the Bank hereby terminates the provision of the Service to [add
employee ~ame], who resides at [add employee address]. The Bank must terminate the
Service to ~uch employee due to the inability of the Bank or its Provider to verify the Employee
Informatio~ or complete the Employee Review related to such employee.
PuJuant to the Description, you must immediately cease transmitting all such
employee'~ payables to the Direct Pay Account and must provide such employee's payables by
other means.
Dear:
Sincerely,
WACHOVIA BANK, N.A.
By:
Title:
Version IS -6(21 5
9
.
. WAOHOVIA
.
.
Wachovia Direct Pay
Payroll Card Fee Schedule
Revised June 22, 2005
Cardholder Fees # Free Fee
Monthly Service Fee - per active card $3.0C
On-Us A TM Fee 5 per month $1.5C
Forel!!n ATM.
International ATM 0 $2.5C
I\TM Balance Inouirv 2 per month $0.5C
1\ TM Transaction Decline 5 per month $O.5C
POS si!!nature na na
Ipos PIN based na na
l-\dditlonal Card (1 st card must be Issued) 0 $5.OC
VRCall 2 per month $0.5C
CSR Call 1 car month $1.5C
IPIN Chanoe 1 per year $0.5C
leash Advance 0 $2.5C
Ioverd raft Fee II 0 $30.0C
Card Reolacement Fee 0 $5.0C
~ress Delivery far card replacement 0 $15.0C
Closure Fee (if less than 6 months) 0 $10.00
Donnant Fee (after 6 months no activity) 0 $2.~
Garnishment Fee 0 $20.~
. Foreign A TM transactions are subject to network owner fees.
- Confidential-
Direct Pay fees are a"bJac! 10 change.
.
.
III WACHOVIA
.
AN UNCOMMON
SOLUTION
How You CAN
BENEFIT
THE W ACHOVIA
ADVANTAGE
TALK TO Us
; ._~
With all that you have to do every day, wouldn't you find it helpful to have the ability
to access your account reconcilement statements and reports when you need them,
instead of having to wait for them to be delivered to you?
Wachovia's Online ACCOWlt Reconcilement Reporting offers easy-to-use access to the same
reconcilement data that customers have been using for years, but through an electronic,
Internet-accessible delivery channel. Alert notifications via e-mail are also available to
inform you of endoOf-period report availability and to provide immediate feedback about
incoming and outbound account reconcilement issue and paid files.
. ELECTRONIC ACCESS TO ARP REPORTS - Provides the same ARP reports that you are used
to using today via the Internet instead of paper.
. EUMIN^"0N OP UNW^lmm PIJ'ER REpORTS - You receive fewer paper reports and
mailings, and you reduce unwanted storage costs as well.
. ELIMINATION Of' MAIL TIME - As soon as your ARP reports are completed, they are
available to you to begin your reconcilement process.
. TUNSMISSION FILE CoNflRM^"0NS VIA E-MAIL - Cut down on phone calls to the bank to
find out if a file transmission has been received.
. Accuun FILE CONFI~T10N PROCESS - The confirmation is generated after the file is
received and processed by the ARP system.
. QUICK ACCESS TO SPOT ERRORS ON YOUR INCOMING ISSUE FILE - Allows you to focus on
potential problem areas on your incoming file transmissions to the bank.
. Accuun NOl1FI<^TION OP ARP REl'ORT AV^,U,BILlTY - A simple e-mail notifies you
when your ARP reports are ready to be accessed.
Wachovia's Online Account Reconcilement Reporting features access to BII your major
reports with the added ability to receive alert notifications on transmission flIes and
notification that your reports are available. You can view reports at your convenience _
once per day, once per week or whenever you want. The information is housed on the Web
site for a rolling six-month period.
If you would like to receive more details about our Online Account Reconcilement
Reporting or any of our other treasury management solutions, contact your Treasury Sales
Officer, call us at 800-377'9208 or e-mail us at lreaaurycontact@Wachovia.rom.
ARP Reports and ConfirmsjTransmittals
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.Type: DDA - Checking Statement
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011234M7Sl10123 751 106
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STU SAMPLE CORPORATION
ATTN: R. RODERS, PAYROLL DEPT
123 MAIN STREET
YOUR TOWN, Ne DDOOO
HooCXl
C8 725
-
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12101/2004lhru 12/3112004
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1234587890123
STU SAMPLe CO_liON
ATTN: R. ROGERS, PAYROLL DEPT
Tiq'payerIDNumber:
987M4321
.
Account SnmmBrv
C!penlnQ balance 12101
OeDOllta and oUler c:recfIts
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WAOHOVIA
POSITIVE PAY PREFERENCES
Beginning on .20_ -' Positive Pay notifications on the Account below shall be delivered via
InVision / PCInVision / WeblnVision, or W.chovi. Connection Plus, and the following default
parameters will be active for all suspect checks, ifWachovia Bank, N.A. is not otherwise notified in writing
by the Customer:
PAY ALL CHECKS (If the Customer has dected this default decision to pay all such
reported checks, the Bank shall be so authorized and shall be entided to charge the
Customer's Positive Pay accounts for all payments made in accordance with this default
decision.)
RETURN ALL CHECKS AS UNAUTHORIZED
RETURN ALL CHECKS AS UNAUTHORIZED AND PLACE STOP PAYMENTS
(Not available automatically with Wachovia Connection Plus.)
(Customer Name)
(Account Number)
(Authorized Signatory)
Date
Wtchovia Bank. N.^.
October 24, 2002
(Authorized Signature)
20
.
.
III WACHOVIA
AN UNCOMMON
SOLUTION
How You CAN
BENEFIT
.
THE W ACHOVIA
ADVANTAGE
How IT WORKS
AT A GLANCE
Do you have considerable time invested in the delivery of information to the bank or
updating your systems with bank information?
Wachovia's Data Transmission service enables your company to electronically exchange
data with the bank and fully automate the collection and delivery of account information,
saving you time and money.
ExrENOEO PROCESSING WINDOWS - Take advantage of later deadlines. Transmissions can
be sent later and information received earlier in the day than with other communication
.
methods.
24/7 ACCESS - Information can be sent or delivered to meet your needs at any time of
the day or night
KNOWLEDGE mAT FILES WERE SENT OR RscEIVED - E-mail is used to acknowledge receipt
of your file and notify you when a transmission is ready to be retrieved from
Wachovia's file bank. E-mail acknowledgment is available for all Wachovia treasury
services.
IMPROVED ACCURACY - Transmitted data can be downloaded from and uploaded to your
systems, minimizing opportunity for manual errors.
QmCK IMPLEMENTATION - Standard transmissions can be implemented within three
weeks.
CUSTOMER SERVICB SUPPORT - Experienced, responsive customer service 5UPPOrt is
available 24/7.
COMPLI!TE AUDIT TIWL - File delivery and related issues are tracked throughout the
process.
REDUCED COST - Wachovia's toll-free number helps minimize telephone expenses.
Data Transmission provides the delivery channel for ACH, Wire Transfer, Positive Pay,
Account Reconcilement, Integrated Payables, Integrated Receivables, Lockbox,
Controlled Disbursement and ASOfFartners, all Wachovia treasury services.
. How IT WORKS
AT A GLANCE
(CONTINUED)
. TALK TO Us
.
During the implementation phase of each customer setup, a data transmission technical
analyst is assigned to assist with choosing from a wide range of file-transfer options,
including:
- HITPS
- FTP with PGP
- FTP over VPN
- SecureFTP (aka FTPS)
- SSHFTP (aka SFTP)
-AS2
- Synchronous (aka Bisync)
- SNA/SDLC (dial-up only)
- SSHFTP laka SFTP)
- Connect Direct over Internet protocol
o Company, customer and application IDs are established, and thorough connectivity
testing is conducted.
o Three successful test file transfers to and from the application are completed.
o A date is scheduled to begin transmitting production files.
o Once setup is in production, your Wachovla analyst will monitor the first three file
transfers and then compete the documentation and transition the setup to the
production support team.
If you would like to implement Wachovia's Data Transmission service, or if you would like
to receive more details about other treasury management solutiDns, contact your Treasury
Sales Officer, call us at 800-377"9208 or e-mail usattreasuryrontact@wacbovia.com.
AN UNCOMMON
SOLUTION
.
How You CAN
BENEFIT
THE W ACHOVlA
ADVANTAGE
.
Acce NT RECONCILEMENT PROCESSING
Do you struggle to reconcile your bank accounts in a timely manner? Or would you like
to reduce the number of depository accounts you maintain?
Wachovla offers a suite of account reconcilement services designed to free up your staff
while allowing timely completion of reconcilement activities and minimizing the required
number of accounts. Regardless of the plan you choose, your updated account information
can be fed directly into your company's accounting and data processing systems. Our suite
of services includes:
Paid Only Reconcilement
Full Reconcilement
Positive Pay Reconcilement
REOUCE AOMINISTRATlVE EXl'ENSES - less time spent reconciling accounts and manually
keying checks.
ACHIEVE TIME SAVINGS - timely bank delivery of completed reconcilements allows you
to close your books more quickly.
IMPROVE ACCURACY - an electronic check paid file eliminates the need for manual entry
to your accounts payable system.
ENHANCE AUDIT CONTROL - checks paid are matched against your check issue
information; discrepancies are identified and researched by Wachovia.
MINIMIZE FRAUD loSSES - Positive Pay services enable timely identification of altered
and counterfeit checks, allowing them to be returned within the required 24-hour
deadline.
MAINTAIN FUNDS CoNTROL - timely return decisions allow funds to remain in your
account, avoiding time delays and risk of loss associated with late returns.
QUICK TURNAROUNO - Paid Only reconcilement output provided within four days after
statement cut-off; Full Reconcilement output provided within seven days of statement
cut-off.
FLEXIBLE INfORMATION DELIVERY OPTIONS - Reconcilement information can be delivered
via data transmission in a file compatible with your company's accounting system,
including a secure Internet file transfer option; end-of-period reports are available for
electronic delivery or in hard copy format if required.
SEVERAL Cur-OFl' OPTIONS - Cut-off cycles are timed to match your company's internal
system: weekly, bi-monthly or monthly.
.
THE W ACHOVlA
ADVANTAGE
(CONTINUED)
PAID ONLY
RECONCILEMENT
.
FULL
RECONCILEMENT
.
ExTENSIVE FRAUD PROTECl'ION - Wachovia's single deposit system allows positive pay
fraud protection to reach across our '3-state franchise.
CHECK IMACE ACCESS - Daily access to Images of exception checks alJows you to make
timely and sound payor return decisions.
ELECTRONIc ALERTS - You'll stay aware of specific events related to your reconcilement
process.
Single DDA System - You save time and money by using a single depository account
across the Wachovia 13-state franchise and maintain separate accounting centers for
each of your locations using Deposit Reconcilement services.
Our most basic reconcilement service - provides check paid information to help you
quickly balance your account.
At the end of your statement period, paid checks and account debits are balanced to
your DOA statement
Within four business days of your statement period end, Wachovia delivers you an
electronic check paid report or data transmission of checks paid.
Reports are produced listing checks in serial-number order and showing
miscellaneous debits/credits and adjustments.
This information can also be transmitted in a format compatible with your company's
aocounting system, including a secure Inlernet file transfer option.
Our most comprehensive reconcilement service - identifies all paid and outstanding
checks you report issued - by check number, check amount, date issued and date
paid.
You forward the bank an electronic file with the check numbers and corresponding
dollar amounts of all checks issued during your most recent accounting cycle.
The bank compares your issued check information to check clearing and other
transaction activity on your account.
Within seven business days of your statement period end, reports can be provided on-
line or transmitted in.a format compatible with your company's accounting system,
including a secure Internet file transfer option. They include:
. Paid check listing - checks in serial number sequence
.
Outstanding check listing - all outs landing checks (helpful with escheatment
processing)
Miscellaneous debits/credits and adjustments
Transmissions of outstanding checks can be provided to assist with your
escheatment process.
.
.
.
POSITIVE PAY
RECONCILEMENT
OrnER TREASURY
MANAGEMENT
SOLUTIONS TO
:. CONSIDER
.
TALK TO Us
An added layer of fraud protection - allows you to review all checks that do not
match issue information you provide to the bank, and make the decision to pay or
return each check, as aPpropriate.
Each time your company issues checks, you forward Wachovia the corresponding
information.
As checks are presented for payment, we compare them to the information you
provided and identify checks that do not match. Check verification can include check
number, amount and payee name.
Daily, information on unmatched checks will be provided to you via Wachovia
Connectionll>, Wachovia's information and access service, by 10 a.m. ET. You have until
2 p.m. ET to decision exceptions to be paid or returned.
An online image of each exception check is available for your use in researching
discrepancies.
This fraud protection extends to checks presented over-the-counter at branches.
CONTROLLEO DISBURSEMENT - Eliminate idle balances and reduce cash forecasting
requirements by receiving notification of the total dollar amount of checks presented for
payment each day by 10 a.m. ET.
CHECK IMAGE (PAlO CHECK IMACE AND DEPOSIT ITEM IMAGE) - Access check images online
using common Web browsers or via CD-ROM using Wachovia's proprietary Image
Workstation software.
W ACHOVI^ CONNECTION - Gain secureJ online access to same-day or historical account
balances Bnd details, initiate transactions and manage your company's individual user
authorizations.
ZERO BALANCE ACCOUNTS - Maintain separate checking accounts for deposit or
disbursement functions while tsking advantage of pooled funds at the corporate level.
INTEGRATED PAYABtES - Iniliate ACH, wire trBnsfers (domestic or foreign), check
payments and foreign drafts in a single file of payment instructions. Payment
instructions may be sent in standard or custom formats and may include remittance
information. An ideal solution for your B2B trade payments.
If you would like to implement any of WBchovia's Account Reconcilement Processing
services, or if you would like to receive more details about other treasury management
solutions, contact your Treasury SBles Officer, call us at 800-377-9208 or e-mail us at
treasurycontact@Wachovia.com.
.
.
!:....-u
II WACHOVIA
.
~EI ANYWHERE ACCESS TO BALANCE
~ R~l'ING AND TRANSACTION INITIATION
AN UNCOMMON
SOLUTION
Does your company have access to bank relationship data from any lntemet-enabled
PC, with the ability for multiple employees to conduct business transactions
simultaneously?
Daily knowledge of your company's cash position is imperative to make the best use of
available funds. With Wachovia ConnectionllD Advantage, any authorized member of your
organization can access bank information any time, anywhere via the Web - and there's no
software required. Further functionality is gained with the addition of AutoUnk, which
enables you to fully automate the download of reports and upload of payment files.
Wachovia Connection Advantage provides:
Access to comprehensive account information, at Wachovia or any other bank around
the globe
The ability to initiate timely electronic transactions from both U.S. dollar and foreign
currency accounts
Access to your Wachovia wholesale lockbox data - including images of checks and
documents
In.house control of individual employee access to information and transaction initiation
How You CAN
BENEFIT
EASE OP USE - Customize information for spreadsheets or treasury workstations by
downloading only the data you need using an easy-to-use column selection tool, and
consolidate domestic and international payment initiation within a single system.
EAse OP INSTALLATION - Since Wachovia Connection Advantage is installed only on
Wachovia's server, your company automatically has access to the most up-Iodate
version of the software available - without enduring time-consuminginstallation
procedures and upgrade downtime.
AUTOMATIC SYSTEM UPDATES - Because Wachovia Connection resides on our bank
systems, you'll have real-lime access to the most recent updates, eliminating the time-
consuming installation process for system upgrades.
IMAGE ACCESS - Retrieve document images, including checks and over-th~unter
deposit tickets, and resolve exception items via our image-enabled Positive Pay service.
SECURITY - Encryption and message authentication standards allow you to access
information and transactions in your office or from remote locations without
compromising data integrity. Additionally, the system incorporates firewall protection
and server-side certificates to safeguard you against unauthorized access.
.
How You CAN
BENEFIT
(CONTINUED)
THE W ACHOVIA
ADVANTAGE
.
How IT WORKS
AT A GLANCE
. TALK TO Us
24(1 ACCESS m INFORMAnON AND SERVICE SUPPORT - Pull-<lown menu., list boxes and a
tool bar enable you to quickly locate information on specific transaction.. Support tools
include Online Help for each module, user guides, telephone-based Technical
Consultants (7:30 a.m. ET - 9 p.m. ET) and up-to-date banners from Wachovia as needed
to provide time-critical information.
W ACHOVIA CONNEcrlON UNIVERSITY AND ornER SUPPORT - Wachovia offers the
Wachovia Connection Virtual University. Users can register for a variety of instructor.
led courses that are conducted through Web meeting technology. Users also have the
option of directly contacting one of our Technical Consultants anytime between 7 a.m.
and 9 p.m. ET.
BEST IN CLASS - Wachovia Connection was ranked as best online cash management
service in North America two years in a row by Global Finance (2003 & 2004) and
received top ratings as the premier information reporting service in Ernst & Young's
2003 and 2002 cash management surveys.
WIRELESS ACCESS - Retrieve bank information or initiate transactions anywhere, any
time online, via Web-enabled phone or wireless'.
PROACI1VE NonPICATION - Wireless or e-mail notifications can be sent automatically to
notify you of key transaction activity. .
CONTROL- No need to call Wachovia to establish and maintain funds transfer
templates and control user access to selected data and processes - you can conduct
these administrative tasks in-house.
CoNVENIENCE - With AutoLink, schedule the download of any report available without
logging into the Web site.
. Selected transactions only.
Once you sign on to Wachovia Connection Advantage online, you'll have access to the
main menu, where you'll simply click on one of the following modules:
SYSTEM ADMINISTRATION - Set up new users, assign access privileges and review system
activity or employee-specific usage. .
ACCOUNT SERVICES - View images of paid checks, over.the-counter deposits and lockbox
deposits and, when necessary, issue stop payments.
INFORMATION REpoRnNC - View or download previous- or curreot-<lay information on
your Wachovia accounts or accounts at other financial institutions.
PAYMENT SERVICES -Initiate ACH transactions, tax payments, book transfers, domestic
and international wires, and foreign drafts.
ACCOUNT RECONCILEMENT -Inquire on the status of a check, issue or cancel a check
aodfor provide a decision on any Positive Pay exception items.
If you would like to review an interactive demonstmtion of Wachovia Connection
Advantage, or if you want more details about this information reporting solution, contact
your Treasury Sales Officer, call us at 800-377"9208 or e-mail us at
treasurycontact@Wachovia.com.
.
II WACHOVIA
.
AN UNCOMMON
SOLUTION
How You CAN
BENEFIT
.
THE W ACHOVIA
ADVANTAGE
E-WMINATE DAILY CASH FORECASTING
Would you like to eliminate the time and uncertainty associated with forecasting your
daily cash requirement? Do your incorrect forecasts result in overdraft charges being
assessed? Do you often find that you were underinvested because your forecast Was
inaccurate?
Wachovia's Controlled Disbursement service eliminates the need for you to forecast your
daily cash requirements - we do it for you. These accounts provide early and accurate
funding information on the checks and ACH transactions (jf received by 7 a.m. ET) that will
post to your account that evening. With this information you can invest earlier (better rates)
and with certainty eliminate idle balances and optimi2e your cash position.
IMPROVEO EARNINGS POTENTIAL - Controlled Disbursement eliminates idle balances
maintained in anticipation of check clearings so you can maximize investments or
minimize borrowings.
REOUCED OVERDRAfT FEES - Total daily clearings are known by 10 a.m. ET each day.
COMPLETE NOTIPlCATION - The final clearing total includes all items that will post to the
account that day including checks and any ACH items received by 7 a.m. ET
(approximately 95 to 98 percent of total ACH items are received by 7).
CONVENIENCE - Daily notification is available via Wachovia's in-house information
reporting and transaction initiation service, Wachovia Connection~, for maximum
convenience.
Wachovia's Controlled Disbursement service provides maximum control over
disbursement activity. Controlled Disbursement accounts reduce check-clearing
uncertainties, enabling you to maximize investments or minimize borrowings. As a
Wachovia Controlled Disbursement customer, you will receive a 10 a.m. daily
notification of checks and most ACH transactions presented on your account, which
are then typically funded through wire transfer or other approved sources.
RELIABILITY - Wachovia was the first bank to offer Controlled Disbursement, remains
one of the largest providers and received A+ quality ratings in Phoenix-Hecht's 2005
Cash Management Survey.
FLEXIBILITY - We offer you the choice of disbursing from any of 10 different sites.
TIMELINESS - You can receive your total funding requirement (checks and ACH) for the
day by 10 a.m. ET. Or we can provide you with, on average, 70 percent of your funding
requirement and you can extrapolate the remaining amount
.
.
.
THE W ACHOVIA
ADVANTAGE
(CONTINUED)
How
CONTROLLED
DISBURSEMENT
WORKS
OTHER TREASURY
MANAGEMENT
SOLUTIONS TO
CONSIDER
TALl( TO Us
ACCURACY - Determine youl cash needs and make investment or borrowing needs no
later than 10 a.rn. ET with your clearing totals. And, our Posting ~ Notification process
reduces the chance of overdrawing your Controlled Disbursement account due to
unforeseen circumstances, such as encoding errors.
A new disbursement account is established for your company.
The Pederal Reserve electronically notifies Wachovia of the checks it's preseDting for
payment that day (Payor Bank Service). In addition, we receive approximately 95
percent of incoming ACH transactions by 7 a.m. ET.
Data from checks presented by non-Fed sources, ie., clearing house and same-<lay
settlement received prior to 8 a.m. ET, is merged with Fed transmission data. Cash
letters received after that time are held over and not reported until first presentment the
following business day. The sending bank does not receive immediate credit for these
items.
Checks deposited or cashed at a Wachovia branch are posted to your account on a day-
delayed basis to include in your next-day funding notification. A float adjustment is
processed through your account.
By 10 a.m. ET each day, you can access your daily funding requirement Without
Controlled DisbUlsement, this information would not be available to your company
. until after posting the fDllowing day.
First presentment data with 70 percent of that day's total clearings is available by
8:30 a.m. ET.
Clearings may be funded by a variety nf methods: ZBA, wire, wire drawdown,
depository (cross-state capable, if funding account is in another state). .
Wachovia offers a Payable If Desired service through a west coast banking partner,
thereby providing employee payroll check-cashing privileges at over zoo branches in
seven west coast states including California.
W ACHOVIA CONNECTION - Gain online access to same-<lay or historical balance and
transaction detail, images, payment initiation, account services and account
reconcilement - all within a customer.managed, secure environment
ACCOUNT RECONCILEMENT - Increase internal efficiency by choosing from a full range of
paid and outstanding check reconcilement options.
CHECX IMAGB - Access your check images via Wachovia ConnectioD or via CD-ROM
using Wachovia's proprietary software.
If you would like to implement Wachovia's Controlled Disbursement service, or jfyou
would like to receive more details about other treasury solutions, contact your Treasury
Sales Officer, call us at 800-377"9z08 or e-mail usattreasurycontact@wachovia.com.
----- --- ------ ~
Exhibit C
REQUEST FOR PROPOSAL
BANK DEPOSITORY SERVICES
CITY OF DENTON, TEXAS
MARCH 7,2006
RFP 3482
OPENING DATE:
APRIL 4, 2006
Page ]of23
NOTICE TO BIDDERS
Sealed bid proposals will be received by the City of Denton, Texas at the office of the Purchasing Agent
prior to 2:00 p.m., on April 4. 2006, then publicly opened to purchase the following listed items as per bid
instructions and specifications.
RFP #3482 - REQUEST FOR PROPOSALS FOR BANK DEPOSITORY SERVICES
Qualified prospective bidders may obtain copies of the bid invitation with information to bidders, bid
proposals, plans and/or specifications at the office of the Purchasing Agent, located at 901-B Texas Street,
Denton, Texas 76209 the Purchasing/Warehouse portion of the Service Center complex.
The City of Denton, Texas reserves the right to reject any and all bids and to waive defects in bids.
No officer or employee of the City of Denton shall have a financial interest, direct or indirect, in any
contract with the City of Denton.
Minority and small business vendors or contractors encouraged to bid on any and all City of Denton
projects.
CITY OF DENTON
(940) 349-7100
TOM D. SHAW, C.P.M.
PURCHASING AGENT
This advertisement to run on March 7 and March 14,2006.
Page 20f 23
I. INTRODUCTION
The City of Denton is seeking applications from eligible financial institutions ("Bank") to be the banking
services depository for public funds of the City. This agreement will not cover any investment transaction
activities other than safekeeping services and possible purchase of certificates of deposit within a pre-
defined limit. The City plans to manage its own investment portfolio. The contract period will be two (2)
years beginning June 1,2006 and ending May 31, 2008, with a provision for a one (1) year continuation
up to three (3) additional years under the same terms and conditions of the contract, subject to the mutual
agreement of both parties. The contract will also provide for an extension period not to exceed one
hundred twenty (120) days for the transition to the new Bank depository. At the outset, the City wishes to
communicate the primary objectives of the depository agreement, an important component of the overall
treasury and debt management program of the City of Denton:
. To seek a Bank that is both capable of providing comprehensive banking services, and willing
to be attentive to the City's money matters.
. To maximize the total dollars eamed by the City on investment monies in order to be prudent
and effective custodians of the taxpayers' financial resources;
. To maintain a good working relationship with the depository Bank; and
. To adequately compensate the depository Bank for services provided to the City and to allow a
reasonable profit to be earned, subject to competitive forces in the market place.
. To fully comply with the requirements of Texas Local Government Code Chapter 105, as
amended.
This Request for Proposal (Bid) is intended to serve as the proposal form for the depository agreement.
There are several blanks to fill in and questions to be answered. Any alterations, changes, or deletions to
this Bid may be reason for the City to disregard and reject the proposal. Any terms in this Request for
Proposal which are in conflict with Chapter 105, as amended, of the Texas Local Government Code shall
be deemed superseded by such chapter. Conflicts discovered between this RFP and state law by a bidder
should be notes in such bidder's proposal form. Bidders will be required, if awarded the depository
agreement bid, to execute the documents attached as Exhibits A, unless bidders note in their bid
exceptions to the terminology in such exhibits. City will disregard any exceptions which conflict with
Chapter 105 referenced above. All points outlined and materials requested will be incorporated into the
bidder's reply to be considered for evaluation. Attachments will be appropriate in order to answer some
of the enclosed questions.
Questions regarding this Bid may be addressed to: Purchasing Agent, c/o City of Denton - Purchasing
Department, 901-B Texas St., Denton, TX 76209; FAX 940-349-7302.
Page 30f23
II. CALENDAR OF EVENTS
Tamet Date
Description of Events
March 6, 2006
Bid sent to all banks located in Denton and those outside the city limits that
requested a copy
March 6, 2006
Advertise Bank depository notice in local newspaper
April 4, 2006
Receive proposals from interested banks
ApriI1l-13,2006
Bank Presentations and Product Demonstrations
April 17-21, 2006
Review recommendation with the Investment Committee
May 2, 2006
City Council to review Depository Services Proposals
May 9, 2006
City Council to award contract
June 1,2006
New Bank depository contract period begins
III. CRITERIA FOR EVALUATION
A. The City staff will review the submitted proposals carefully. The recommendations will be based
on the proposal determined to be best on behalf of the City and the taxpayers. The following areas
will be considered in the evaluation of the proposals:
CRITERIA WEIGHTED PERCENTAGE
. Ability to perform the requested services 35%
. Lowest aggregate cost of banking services 25%
. Agreement to points outlined in this Bid and Contract 15%
. Financial condition & ability to meet collateral requirements
15%
. Safekeeping/collateral agreements accepted
10%
Page 40f 23
B. In order to be considered, the depository must be a federal or Texas-chartered bank. Each
proposal must provide the following information:
I. The amount of paid-up capital stock and permanent surplus for the depository.
2. Audited financial statements for the most recent reporting year.
3. A list of the depository officers.
4. A list of the depository directors.
5. Ratings on outstanding debt.
6. Proposed wire transfer agreement/contract.
7. Sample account analysis and monthly bank statement (must show city requirements IX.B &
E).
8. Availability of funds schedule.
9. Proposed collateral agreement.
10. Proposed custody/security safekeeping agreement.
II. Any additional contracts or agreements requiring City approval (ACH, Credit Card Processing,
Lockbox etc.)
12. RFP documents including fee schedule.
13. Daylight overdraft policy.
14. Reference list of agencies currently using your institution's lock-box services.
15. Reference list of agencies currently using your depository services
16. Sample daily lock-box transmission reports.
17. Sample monthly lock-box activity reports.
18. Sample monthly and daily credit card activity reports
C. All RFPs must include a completed fee schedule in the form provided. Only the charges listed in
Section IV: B. Services and Fees will be acceptable in the monthly account analysis. Once
selected as the City's Depository, no additional or increased fees for services in the fee schedule
may be charged to the City during the initial two (2) year contract period. An account analysis
must be forwarded to the City each month for review. Upon review and any necessary corrections,
the City will authorize a debit to its Control Concentration Account. Under most circumstances,
the review should be completed in five (5) business days. No interest or other late charge payment
shall ever be due.
D. Services may be modified by mutual agreement. It is expected the range of services described in
this RFP will be used for the length of the contract; however, the City may discontinue any service
after sixty (60) days written notification to the depository. Services may also be added, with costs
of new services to be negotiated at that time.
Page 50f 23
IV. BANK QUESTIONNAIRE
The Bank is requested to thoroughly answer the following questions. Additional pages may be appended
if space is inadequate.
I. How is the Bank chartered?
2. What percent of current loans are classified as non-performing?
3. Does the Bank have any significant problems noted by regulatory agencies in the past twenty-four
(24) months? If "yes", please explain.
4. Indicate the Bank's capital to assets ratio for the last five (5) years.
5. What was the Bank's 2005 return on assets (ROA)?
6. Attach copies of the Bank's most recent FDIC (UPBR) call reports.
7. Is the Bank a branch bank or will it soon become a branch bank? If so, please indicate which
services will be provided from the Bank's present location and which will be provided from the
main Bank. Also, please indicate service location throughout the proposal where applicable.
8. Please list all service locations in Denton.
v. ACCOUNT DESCRIPTIONS
A. General
The City intends to establish the following Bank accounts:
Account Name
~
Disbursement Account
Depository Account
Pay Flex Account
Tax Lockbox Account
Utility Lockbox Account
Concentration Account
Zero-Balance Account
Zero-Balance Account
Zero-Balance Account
Zero-Balance Account
Zero-Balance Account
Super Now Account
The City reserves the right to open or close any number or type of accounts throughout the period if
necessary although no changes are anticipated.
Page 60f 23
B. Services and Fees
Depository Services
Account Services
FDIC Fee
Account Maintenance
ZBA Maintenance Master Account
ZBA Maintenance Sub Account
Additional DDA Statement
Banking Center Services
Branch Credits Posted
Branch Deposit Immediate Verify
Branch Deposit Post Verify
Night Drop Armored Car Deposit
Branch Order Currency Strap
Branch Order Coin Roll
Branch Deposit in Non Std Bag
Commercial Check Cashing
Vault Services
Vault Deposit
Vault Deposit Dollars
Vault Deposit Roller Coin
Vault Dep Non Std Strap Notes
Vault Deposit Std Strap Notes
Vault Order Currency Std Strap
Vault Standard Orders
Vault Order Coin Rolls
Vault Order Non Standard Strap
Vault Activity Report Faxed
Vault Deposit Adjustment
Depository Services
Credits Posted
Dep Checks On Us
Dep Checks Clearinghouse
Dep Checks Local City
Dep Checks Local City Selects
Dep Checks Local RCPC
Dep Checks Local RCPC Selects
Dep Checks Local Selects Other
Dep Checks In District City
Estimated
Monthly
Volume
5,262,614
6
1
5
4
314
13,142
1,345
371,882
18
70
4
38
395
673
29
20,829
142
13
6
164
248
1
1
1,069
3.557
2,672
1,370
126
12,385
5,650
39
692
Page 7 of 23
Fee Chargesl
Per Unit
Total Monthly
Charges
Depository Services
Depository Services (Continued)
Dep Checks in District RCPC
Dep Checks IN District Country
Dep Checks National Frb City
Dep Checks National Frb Other
Dep Checks High Dollar Group
Dep Checks Encoding
Dep Checks MICR Reject Repair
Dep Checks Deposit Corrections
Dep Return Items Returned
Dep Return Redeposit Reclear
Disbursement Services
Checks/Debits Posted
Cont Disb Funding Transfer
Checks Photocopy Retrieval
Cont Disb Maintenance
Cont Disb Checks Paid
Commercial Check Cashing
Stop Payment
Online Ck Svcs Image Maint
Online Ck Svcs Image Retrieve
Online Ck Svcs Image Retrieve
Reconciliation Services
Full Recon With POS Pay Maint
Full Recon With POS Pay Items
Check Exception Return
Image Capture Per Item
Transaction Image Capture
CD ROM Media Fee
CD ROM Maintenance
CD ROM Check Safekeeping
Incoming Trans with Recon
ARP Reject Key Entry
ARP Manual Key Entry
ARP Outgoing Transmission
ARP Exception Items
Estimated
Monthly
Volume
413
88
952
3,742
30
31,712
o
3
109
159
171
45
31
1
2,832
90
o
1
9
1
2,813
1
203
2,611
1
1
2,813
30
1
1
2
Page 80f 23
Fee Charges/
Per Unit
Total Monthly
Charges
Depository Services
Estimated
Monthly
Volume
Funds Transfer Services
On-line Outgoing Wire
Eiectronic Fed Debit SIT
Electronic Book Debit SIT
One Net Book Transfer
Incoming Wire
Fed Credit SIT
19
12
2
3
3
1
Automated Clearing House
One Net ACH Maintenance
Net ACH Debit Originated
Net ACH Credit Originated
ACH Debit Received
ACH Addenda Records
ACH Return
ACH Return Notification
2
1,385
1,939
82
7
9
9
Information Services
TOC Previous Day BAI Maint
TOC Intraday BAI Maintenance
TOC Previous Day BAI Acct
TOC Previous Day BAI Item
TOC Intraday BAI Account
TOC Intraday BAlltem
1
1
5
4,549
4
3,245
Securities/Safekeeping Services
Coupon (Interest) Payments
Maturities
Online DeposillWithdrawal
Manual DeposillWithdrawal
10
2
6
1
Fee Charges/
Per Unit
Total Monthly
Charges
21. List any other applicable Bank charges: Only the Bank charges listed above and in this section will
be acceptable in the monthly lockbox account analysis. Once selected as the City's Depository, no
additional or increased fees for these services in the fee schedule may be charged to the City during
the initial two (2) year contract period.
Page 9af 23
NOTE:
Under a straight fee arrangement with the Bank, analysis charges would be debited to the control
concentration account and an analysis fee statement will be mailed to the City each month. Under a
compensating balance method, all accounts would be tied to a main account and collected balances
would be maintained to offset service charges. Also note, that estimated volume above are projections
based on current annual volumes.
C. Automatic Payroll Deposit is a service the City offers its employees. The Bank would be required to
produce bi-weekly payroll transfers furnished by the City in ACH format for the transfer of funds
directly to the employee bank, savings and loan, or credit union account. Please state the Bank's
procedure for this service and list appropriate cut-off times that would apply. The City's net payroll is
approximately each pay period. State whether the Bank would offer any type of special checking,
money market, or loan account for the City employees.
D. Does the Bank offer any type of sweep account where excess City funds could be invested at a higher
rate overnight than in a Super Now account arrangement? Does the Bank have money market funds
consisting of treasuries, agencies, prime commercial paper, prime domestic bankers acceptances and
collateralized or insured certificates of deposit, that the City could utilize daily as an investment
alternative? If so, please explain the fund's parameters and interest earnings history or attach a
separate prospectus.
E. Optional Bid: Automated Teller Machines (ATM)
Note: The City of Denton reserves the right to remove this section from consideration and to award
separately.
The Bank will install and maintain A TM units at the following locations:
. Denton Municipal Complex, 601 E. Hickory
. Water Works Park, 2400 Long Road
The City agrees to furnish a lighted, inside location and sufficient electrical power for each machine
installation.
Page 100f23
F. Lockbox
Note: The City of Denton reserves the right to remove this section from consideration and award
separately.
The City desires lock-box services for the purpose of collecting and processing the City's utility and
property tax revenues. The City separates utility bill collections and tax collections into (2) divisions
because of their unique needs and record keeping constraints. The Utility Lockbox Service is a year-
round operation, while the Tax Lockbox Service is seasonal (October 1st-March 31st)
Services and Fees:
1. Lockbox Services
Estimated
Monthly
Volume
Account Maintenance
2
2
17,782
4,502
109
22,284
3
3
105
Image Capture Account Maintenance
Payments
Multiples
Correspondence
Check Image Item
Cash Processing
Stop Payment File Rejects
Unprocessable Items
Daily File Transmission (2 per day)
(1 for Tax, 1 for Utilities)
Daily Image Transmission (1 per day)
(Tax Only)
Online Image
(Utility Account Only)
Fee Chargesl
Per Unit
Total Monthly
Charges
2. List any other applicable Bank charges. Only the lockbox charges listed above and in this
section will be acceptable in the monthly lockbox account analysis. Once selected as the City's
Depository, no additional or increased fees for these services in the fee schedule may be charged
to the City during the initial two (2) year contract period.
Page 110f23
3. Bank capability to meet the following requirements must be detailed in the proposal. Please note,
all the following requirements must be met for full consideration.
· The provider must obtain two (2) post office boxes: one for utility payments and one for tax
payments.
· All payments must be processed within 24 hours.
· The provider must be capable of retrieving mail from post office, opening all correspondence,
balancing contents, direct deposits to the City's bank account, and transmitted updates/posting
to the City of Denton customer accounts.
· The provider must be able to process the following payments:
I check, I coupon
1 check, multiple coupons
I check, 1 spreadsheet with listing of accounts
multiple checks, 1 coupon
check only
electronic bill payments
credit card payments
· The provider must be capable of accepting monthly billing transmission files from the City to
validate each customer account number, occupancy code, owner name, billing address, and
billing amount and prepare a transmission file with validated accounts. Unverified accounts
must be forwarded to the City daily for further research.
· Provider must have the capabilities of converting checks to ACH payments for priority
processmg.
· Provider must be capable of accepting monthly stop payment files which will include a listing
of accounts that the City will not accept payments on.
· The provider must have the capability to sort out coupons identified for special processing (Plus
One Program, Over-65 Exemption, etc).
· The provider must provide the City all miscellaneous correspondence received through lock-
box (i.e, address changes, payment extension requests, etc), bill stubs/coupons, and non-
processable payments within 24 hours.
· The provider must submit separate daily and monthly reports, indicating the number of pieces
received and the total revenue deposited for both the utilities and tax accounts.
· The provider must have the capability to transmit data and images electronically through a
billboard or web application, on a daily basis, by 1 :00 p.m., in order to expedite cash flow and
update customer accounts..
· The provider must designate a dedicated on-site contact person for research and issue
resolution.
· The provider must provide same day on-line viewing of all check images.
· The provider must have the capabilities to return payment envelopes.
· Provider must be capable of providing daily e-mail reports and on-line detailed viewing of
deposit adjustments and returned checks.
Page 120f 23
G. Payment for Services
The City intends to pay for all account services provided by the Bank as set forth in Section V. B. The
method expected to be used for the payment of these services is the direct payment method. The Bank
should debit the appropriate account on a monthly basis. The City will require an account analysis
each month which will clearly show volume counts, fees charged, and total price for servicing the
account. The account analysis should also show average ledger balances, average uncollected funds,
and average collected balances, interest rates and the amount of interest paid or credited to the
account. These fees are not subject to change for the length of this account. Please submit a sample
of the monthly account analysis statement that will be provided and paid monthly. Please submit a
sample of the safekeeping account analysis.
H. Collected Funds Definition
The City desires to receive same day credit for all funds deposited by 3 :00 p.m. The funds should be
investable for any investment transactions that can be executed. If not invested, the funds should earn
interest at the rate being paid for Super NOW accounts. Please attach availability schedule. Use a
separate attachment if necessary.
1. Super NOW Rates
Please provide a detailed explanation of the Bank's policy and methodology used in the setting of
rates paid on Super NOW accounts. Also, provide a schedule of all rates paid on Super NOW
accounts since January I, 2004. Specifically indicate if the rates are applied to ledger balances or
collected balances. Indicate when the rates change and if they are based on a market rate such as T-
Bill discount or yield rate. If the Bank proposes to pay the City a different rate on its Super NOW
accounts, indicate that proposal.
1. Other Services
Bank capability to meet the following requirements must be detailed in the proposal. Please note, all
the following requirements must be met for full consideration.
1. Point-of-Sale Deposit Services: The City desires services that will offer the latest in check
technology that will convert paper checks to electronic transactions at the point-of-sale to improve
cash flow, minimize reconciliation efforts, reduce bank fees, and reduce returned checks. Bank
capability to meet the following requirements must be detailed in the proposal.
Must have late deposit cut-off times (8:00 p.m.) and allow for same day credit to the City's
Control Concentration Account.
Allows for checks deposits to be processed as image replacement documents, ACH, or both.
Deposit batches must appear as a single credit to the bank statement for reconciliation
purposes.
Must be able to scan standard-size checks and payment coupons.
Must have the flexibility to include discretionary data fields for the input of customized
information.
Must have reporting capabilities for standardized deposit reports.
Page 130f23
Images of payments and coupons must be accessible for on-line viewing up to 180 days.
Allows for same day modification to add new user, change authorization levels, and
deletion of users.
Provide an explanation of services, identify reduction/increase in fees for this service to
those identified in Section B. Services and Fees for traditional deposit services, cost of
hardware, and cost of implementation and training.
2. Positive Pav.
Must have capabilities to receive daily disbursement file from the City and verify the check
number, check amount, and payee name.
Must provide daily e-mail or on-line notification services of daily exceptions
3. Accounts Pavable/ACH processing. The City desires services that will allow the payment of city
liabilities through ACH processing. Please identify the process, costs, and on-line
reporting/viewing services associated with this process. Demonstration of ACH on-line services
will be required during the Bank Presentations as outlined in section II.
Must have on-line reporting and viewing capabilities
Must be able to submit electronic data for both debits and credits
Must be able to reverse debits and credits
4. Depository Services Requirements. Bank capability to meet the following requirements must be
detailed in the proposal. Please note, all the following requirements must be met for full
consideration.
Bank Statements must be available on the 5th working day
Wire Transfers detailed information must be noted on the bank statement and accessible
through on-line reporting services.
ACH detailed information must be noted on the bank statement and accessible through on-line
reporting services.
Credit Card Merchant ID's must be noted for deposits, adjustments, and chargebacks on the
bank statement and accessible through on-line reporting services.
Deposit Slips must be serialized and must provide location identification numbers.
Deposits must include the serialized numbers and location identifications on the bank
statements and on-line reporting services.
All deposit adjustments, returned checks, etc. noted on the bank statement and on-line
reporting services must include original deposit information (serialized deposit slip number
and location identification).
Must receive daily notification of all ACH rejects, returned checks, deposit adjustments, etc by
fax, e-mail, and on-line notification services.
Must receive reconciliation files electronically
5. Please specify any other services available to the City of Denton which may be thought to be
beneficial or that may apply to the City. State all related fees.
Page 140f23
VI. SAFEKEEPING/COLLATERAL REQUIREMENTS
A. Securities Pledged
As security for the deposits of the City of Denton, the Bank shall pledge to the City securities equal to
the largest total ledger balances the City of Denton maintains in the Bank. Certificates of deposit and
other evidences of deposit shall be collateralized at 102% of market with/by U.S. Treasury Bills,
Notes, and Bonds or any other securities approved by the Chief Financial Officer with a remaining
maturity of five years or less. The securities so pledged, the amounts thereof and the time for pledging
same must satisfy the requirements of Texas Local Government Code Chapter 105, as amended.
Additionally, U.S. Treasury securities shall be the primary securities accepted as collateral.
B. Collateral Substitutions
Any substitutions of the securities or reductions in the total amount pledged may be made only by and
with proper written authorization approved by the City Manager, the Assistant City Manger, or Chief
Financial Officer, or his designated representative. In the case of reduction, the Bank must provide in
writing that collateral will be available when needed to meet normal City balance increases throughout
the year. The City must approve all securities pledged. Any state or local government bonds pledged
must have a rating of at least A or Al or better by Moody's Investor Services or Standard & Poors
Corporation.
C. Custodian of Collateral
Securities pledged as collateral must be retained by a third party custodian, that is, a subscriber to the
Fed Security Wire, and held injoint safekeeping for the Depository and the City. The custodian must
be approved by the City and be:
. a state or national bank domiciled in Texas,
. a federal home loan bank, or
. a Federal Reserve Bank or branch of a Federal Reserve Bank.
The City shall be provided the original safekeeping receipt on each pledged security which will be
filed with the Chief Financial Officer of the City of Denton. Written release by the City is required for
all releases or substitutions of pledged accounts.
D. Reporting Requirements
The Bank shall provide the City a report of securities pledged on a monthly basis or at any time
requested by the City Manager, Assistant City Manager, Chief Financial Officer, or a designated
representative. This report should reflect the following information as of the end of each month and
be delivered to the City by the 5th of each month.
Page 150f 23
Total pledged securities itemized by:
. Name
. Type/Description/Cusip Number
. Par Value
. Current Market Value
. Maturity Date
. Moody's or Standard & Poors Rating (both, if available)
E. Eligible Securities
The following investment securities are approved for collateral:
1. United States Treasury notes, bills or bonds or obligations fully and unconditionally guaranteed as
to principal and interest by the full faith and credit of the United States;
2. Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation or
Federal National Mortgage Association; and
3. FDIC coverage.
The City will not allow Government National Mortgage Association securities or any other asset
backed/pooled type securities as collateral.
These items constitute the only acceptable means of collateralizing the City's deposits. The securities
must be held in safekeeping by a third party financial institution pursuant to a safekeeping agreement
signed by the Depository Bank and the City. Repurchase agreements are not acceptable as collateral
to the City of Denton.
F. Safekeeping Requirements
The securities pledged shall be held in safekeeping by a separate and different Bank other than the
depository Bank. The original copy of all safekeeping receipts shall be filed with the Chief Financial
Officer of the City of Denton. The City will reimburse the depository Bank for any safekeeping
charges, if any. Specify the safekeeping charges that will apply:
The City, Depository Bank, and the Safekeeping Bank shall operate in accordance with a master
safekeeping agreement signed by all three parties. The safekeeping agreement must clearly state that
the Safekeeping Bank is instructed to release the collateral securities to the City if the City has
determined that the Depository Bank has failed to pay on any accounts, or is in default of this
agreement, or the City has determined that the City's funds are in jeopardy for whatever reason
including involuntary closure or change of ownership, and if the instructions for release have been
formally requested by the City Council by ordinance or resolution.
A copy of the safekeeping agreement and the name of the safekeeping Bank to be used in the event
you are awarded the Bank Depository Agreement must be submitted with the proposal.
Page 160f 23
G. Maximum Amount Offered
Please state the maximum amount, if any, of pledged securities which the Bank is willing or able to
commit for collateralized Super NOW accounts throughout the contract period above the $1,000,000
minimum requirement. $
H. City to Handle Investments
The City of Denton will be responsible for handling the investment bidding process. The Depository
Bank, along with any eligible financial institution shall be included in the bidding process as deemed
appropriate and in accordance with the City's investment policies.
1. Safekeeping/Wire Services
Bank capability to meet the following requirements must be detailed in the proposal. Please note, all
the following requirements must be met for full consideration.
The Depository may act as transfer agent for some or all security transactions undertaken by the
City. All transfers made shall be executed delivery versus payment, (i.e. payment shall not be
made until the security is received).
The Depository must have the capability of executing on behalf of the City: physical; DTC; and
Federal book entry security purchases and sales through the Federal Reserve Bank or a New York
correspondent bank.
The City requires that security purchase and sale instructions be transmitted to the Depository
through a web-based application (on-line).
The City also requires the ability to review the status of security transactions on-line.
Controls for securities clearance will be established by mutual agreement.
Please enclose a proposed security clearance/custody agreement with your RFP.
Safekeeping confirmation of all City security transactions will be issued and mailed to the City
within two business days of settlement and must be available on a web-based application for
exporting/downloading.
Written communication of all security call and put option notices will also be e-mailed or faxed to
the City as soon as the Depository receives the notice.
A montWy report listing all City securities held in safekeeping will be mailed to the City within
seven working days of the end of each month. The report must be available on a web-based
application for exporting/downloading.
J. Interest Rates Paid - Certificates of Deposit
The City may choose to invest in the certificates of deposit in the depository Bank or any other
eligible financial institution. The depository Bank agrees to accept time deposits from the City for
investment purposes in the form of certificates of deposits in varying amounts and maturities at rates
determined by the depository's competitive bid as submitted in accordance with periodic competitive
bid solicitations conducted by the City.
Page 17of23
K. Interest Rate Calculations
Interest on all certificates of deposit shall be computed on an actual day basis (365), and the interest
will be paid to the City on the maturity date. Interest calculations will include the first day in the
investment period but will not include the day of maturity. Payment will be made by crediting the
Bank account.
VII. OVERDRAFTS
A. Definition
The City does not intend to have a net overdraft position throughout the course of the contract. An
overdraft is defined as a negative demand balance in the City accounts collectively, not by individual
account.
B. Terms
Should an overdraft occur in the aggregate, the following stipulation shall apply:
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
day basis.
per annum computed on the actual
VIII. INFORMATION SERVICES
A. Account Reconciliation
The City will process its own reconciliation for its accounts but requires data as follows:
1. Monthly statements on all accounts showing overall activity shall be mailed within five (5)
working days after the close of the calendar month. Statements shall include deposits made on the
last day of the period. The accompanying checks shall be arranged in ascending numerical order
for the Control Concentration Account which will include operating checks and payroll checks.
All other account statements should include debit/credit advices which the City will be responsible
for placing in numerical order. The City requires a report reflecting all items paid in serial number
sequence, which is balanced to the Bank statement (partial account reconciliation). (please
provide a sample monthly statement with your RFP).
2. The Depository shall also provide the City with a computer file of the transactions for each
account. The file is to be transmitted by modem, tape/disk, or e-mail. Requirements for the file
will be provided at a later date. A computer printout of all activities should accompany the
computer file. Each debit or credit item, other than checks, deposits, or wire transfers, shall be
supported by a written explanation identifying such item.
Page Igof 23
B. Check Safekeeping Service
All paid checks shall be returned to the City monthly along with the monthly statement. In addition to
the return ofthe checks, all checks shall be captured monthly on a compact disk (2 copies) and sent to
the City. This process should allow the City to search for cleared checks and print the image of a
cleared check. The checks returned in the monthly statement do not require sorting, as long as the
compact disk images are available. Please include any software cost associated with this service in the
fee schedule section. The City may require a demonstration by the Depository of this service.
IX. OTHER STIPULATIONS
A. Regulation Notices
The Bank will notify the City in writing within ten (10) days of any changes in Federal or State
regulations or laws that would thereafter affect the depository agreement. The Bank shall also notify
the City of any new services that become available to the City throughout the contract period.
B. Wire Transfers
The City shall submit all outgoing wire transfers to the Depository according to its published cutoff
times established for current customers. The Depository shall maintain wire transfer facilities to the
Federal Reserve Bank for investment purchases or sales and other transactions with financial
institutions. Written confirmation of such transactions will be provided to the City and a duplicate
copy of the debit or credit shall be furnished to the City within twenty-four (24) hours. Notification to
the City of incoming wire transfers or problems with outgoing wire transfers shall be made within one
(I) hour ofthe transaction.
The City requires that all outgoing wire transfers be released within one hour. In addition, all
wire transfers (both incoming and outgoing) must be properly noted on the bank statement.
(i.e., Wire Transfer- State Comptroller).
The Chief Financial Officer or the Treasury & Tax Manager will authorize all wire transfers on behalf
of the City. In the event of computer problems or other unexpected dijJiculties, the Depository shall
use whatever means necessary to ensure that the City's outgoing wire transfers are completed on
the date specified through City initiated instructions.
C. Debit and Credit Adjustments
The City requires that a copy of all debit and credit adjustments be faxed or emailed to the Controller
with supporting documentation, as the entries are made throughout each mohth. The documentation
must include reference to the original deposit slip number and location identifier. The City's monthly
statement should also include a copy of all debit and credit adjustments. Adjustments should include
descriptions, dates, and amounts in order for the City to properly adjust its books. The City shall not
be responsible for the cost of credit and debit adjustments necessitated by Bank.
Page 190f23
D. Account Balances
The Bank shall have a means of contacting the City prior to 9:00 a.m. each business day to give the
ending ledger balances for all accounts from the previous working day.
E. Bank Statements
Bank statements or statement activity shall be rendered by the fifth working day after the close of the
calendar month. The statement must include deposits made on the last day of the month. The
accompanying checks must be arranged in numerical order.
In addition, the City requires that all transactions (customer deposits, credit card deposits,
charge backs) must be noted with a location name or unique identifIable number on the bank
statements.
F. Right to Audit Records
The Banks' records relating to the City of Denton accounts shall be open to review by either City staff
members or City-appointed independent auditors during normal business hours.
G. Financial Reports
The Bank will submit a copy of the last audited annual financial statements and the subsequent
quarterly supplements along with an annual year end uniform Bank Performance Report.
H. Investment Extension Period
The Bank agrees to honor and continue any investments made during the term of the depository
contract that will mature after the expiration date of the depository agreement at the same rate
established before the expiration of the contract. The investment extension period will not exceed
ninety (90) days.
1. Bank Failure
Should the Bank fail, close, or be forced into reorganization during the term of this contract, City
reserves the right to cancel the contract and re-bid for City's depository services.
J. Research Requests
The City requests that all research requests be turned around within three (3) business days of the
request.
Page 200f 23
K. Returned Items
All checks deposited by the City that do not clear the first time, should be submitted a second time
before returning them to the City. Returned checks that do not clear on the second attempt shall be
returned to the City within two (2) business days. The City shall receive same day telephone or e-mail
notification of all return items in excess of $5,000.
L. Transition Schedule
Please provide a schedule documenting the transition of transferring the City's banking services from
the current Depository to your institution.
X. PROPOSAL INSTRUCTIONS
A. Date. Time. Location
Sealed proposals clearly marked "Proposal for Bank Depository Agreement" should be delivered to
the Purchasing Division located at the City's Service Center, no later than 2:00 p.m., April 4, 2006 to
the attention of:
Tom Shaw
Purchasing Agent
901-B Texas St.
Denton, Texas 76209
NO PROPOSAL WILL BE RECEIVED AFTER 2:00 P.M.
A. Response to the Bid
The proposing Bank should use this Bid form to submit rates and to answer questions wherever
possible. However, any point that the Bank cannot agree with should be clearly noted with
attachments which explain this disagreement. Please reference the section and paragraph in these
cases. Also, please clearly restate the question when supplying answers on any supplemental pages.
B. Additional Information
The City reserves the right to request additional information or to meet with representatives from
proposing organizations to discuss points in the proposal before and after submission, any and all
which may be used in forming a recommendation.
C. Right to Reiect Bids
The City reserves the right to reject any and all proposals.
Page 21of23
XI. OTHER MISCELLANEOUS
A. Periodic Review
The City of Denton shall require a review meeting at least once every six months to evaluate the
working relationship between the City and the depository Bank. The objective will be to address any
problems and to seek a responsible solution. More frequent meetings may be called if necessary.
B. Citv Council Action
The final appointment of a depository Bank will be made by City Council of the City of Denton.
C. Bid Advertisement
This Bid will be duly advertised and is being offered for consideration to all financial institutions
inside the corporate limits of the City of Denton, as permitted by state laws.
D. Designation ofIndividuals
Upon being awarded the contract, the depository Bank shall designate, in writing, an individual to be
the official contact person for all correspondence. The City of Denton shall do the same. The
Depository Bank shall be responsible for training and communicating the terms of this contract to
Bank employees.
XII. SUBMISSION CHECK
A. "Bid" with fill-in-the-blank format. Please note, all of the requirements/information requested in this
proposal must be met for full consideration.
B. Sample bank statement (must show city requirements IX B & E).
C. Availability of funds schedule.
D. Money Market Fund prospectus if applicable.
E. Sample monthly collateral report.
F. Sample safekeeping agreement with the Federal Reserve Bank for collateral.
G. Sample safekeeping agreement with Depository Bank for the City's investment securities.
H. Sample controlled disbursement agreement.
I. Sample wire agreement.
J. Sample stop payment agreement.
Page 220f23
K. Sample account analysis statement.
1. Annual financial statement of the Bank along with the last two quarterly FDIC call reports
M. Reference list of agencies currently using your institutions lock-box services.
N. Reference list of agencies currently using your bank depository services
O. Reference list of agencies currently using your credit card services
P. Sample daily lock-box transmission reports.
Q. Sample monthly lock-box activity reports.
R. Transition schedule.
S. A demonstration of all on-line and desktop depository services as outlined in this bid will be required
during the bank presentations noted in section II. Calendar of Events.
T. Complete Exhibit B, Bank Bid Questionnaire.
Page 230f 23
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EXlllBIT A
DEPOSITORY SERVICES CONTRACT
STATE OF TEXAS 9
9
COUNTY OF DENTON 9
ARTICLE I. SELECTION AND TERM
, hereinafter referred to as "Depository" at
Denton, Texas , a bank located in the State of Texas and the deposits of which are
insured by the Federal Deposit Insurance Corporation, was duly selected in compliance with the
terms and provisions of Tex. Loc. Gov't Code Ch. 105, Tex. Loc. Gov't Code 9131.903, Tex.
Tax Code 96.09, and all other applicable laws, by the City Council of the City of Denton located
in Denton County, Texas hereinafter referred to as "City" to serve as the depository of the funds
of City. The action of the City Council was duly taken and the Depository is to serve pursuant to
this Contract for a period of two years, beginning June I, 2006 and ending May 31, 2008.
Provided, however, that this Contract may be extended for up to three additional one-year terms
at the request of the Depository and upon the approval of and sole discretion of the City through
its City Council. Depository also agrees that the City shall have up to 90 days from the date the
City Council designates it as the City's depository to transfer all municipal funds covered by this
Contract from its current depository to Depository. Under no circumstances shall the term of this
Contract extend beyond May 31, 20 II or the maximum term allowed by law. It may be sooner
terminated by Depository's failure to adhere to all requirements ofthis 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 S 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 92257.022, 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:
I. The approved securities shall be of the kind defined or referred to in Tex.
Loc. Gov't Code 9105.031 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.
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2. The conditions of the pledge of approved secuntIes 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.l 0 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.
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7. Any closing or failure of Depository, or any event deemed by City to
constitute a closing or failure of Depository, shall be deemed to have vested full title to
all approved securities pledged pursuant to this Depository Contract in City. City is
hereby empowered to take possession of and sell any and all of such pledged approved
securities, to the extent not forbidden by law, whether in safekeeping at another bank or
in possession of City, and City is specifically so empowered by Depository.
8. Depository agrees that it will act, and the City hereby designates
Depository as its primary depository, with both parties agreeing that all funds herein shall
be deposited and invested in compliance with all applicable local, state, and federal laws
including, but not limited to, the Depository for Municipal Funds Act, Chapter 105,
gI05.001-105.092 of the Texas Government Code (V.A.T.C.S.); the Collateral for Public
Funds Act, Chapter 2257, g2257.001-2257.083 of the Texas Government Code
(V.A.T.C.S.); the Public Funds Investment Act, Chapter 2256, g2256.001-2256.104 of
the Texas Government Code (V.A.T.C.S.); the City Charter and Code of Ordinances of
the City of Denton, Texas as amended; and the Investment Policy adopted by the City. It
is also the intention of the parties hereto, in conformance with the above-mentioned laws,
that the City shall remain at maximum flexibility to invest its funds prudently to earn the
highest rate of return consistent with the City's Investment Policy and all other applicable
requirements of the law.
9. Depository shall, in return for the City depositing its funds in the
Depository, provide professional banking services as an independent contractor for the
charges as set forth in the Depository's application dated , which
application is attached hereto as Exhibit "B" and made a part of this Contract for all
purposes.
10. Depository shall perform all those banking services set forth in Exhibit
"A"; its application attached hereto as Exhibit "B"; and the City's Request for
Applications for the Performance of Depository Services, which is attached hereto as
Exhibit "C" and made a part of this Contract for all purposes. In case of conflicts
between this Depository Contract and the aforementioned exhibits or in case of a conflict
between such exhibits, the conflict will be resolved as follows: First, this Depository
Contract .controls over all exhibits; second, Exhibit "A" controls over Exhibits "B" and
"C"; third, Exhibit "C" controls over Exhibits "B".
II. Depository shall (a) keep the municipal funds covered by this Contract, (b)
perform the duties and obligations imposed on the Depository by law and under this
Contract, (c) pay on presentation all checks drawn and personally payable on a demand
deposit account with the Depository, (d) pay all transfers properly payable as directed by
the designated employee or officer chosen by the city, (e) provide and maintain security
at the level required by Tex. Gov't Code Ch. 2257, and (f) account for municipal funds as
required by law.
B. Depository warrants that each computer, hardware, software, and firmware
product or equipment utilized by Depository to deliver financial and depository services under
this Contract shall be able to accurately process date data (including, but not limited to,
calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first
centuries, including leap year calculations, when used in accordance with the product
Page 3 of7
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documentation provided by Depository, provided that all other interfaces (e.g., hardware,
software, firmware) used in combination with such product properly exchange data with it. If
this Contract requires that the Depository's equipment or products must perform as a system in
accordance with the foregoing warranty, then that warranty shall apply to Depository's products
and equipment as a system. The duration of this warranty and the remedies available to the City
for breach of this warranty shall be as defined in, and subject to, the terms and limitations of
Depository's standard commercial warranty or warranties contained in the contract(s), provided
that, notwithstanding any provision to the contrary in such commercial warranty or warranties,
the remedies available to City under this warranty shall include repair or replacement of any
Depository-utilized product or equipment whose non-compliance is discovered and made known
to Depository in writing and Depository, in accordance with Article 6 hereof, shall indemnify
City against losses caused by any breach of this warranty. Nothing in this warranty shall be
construed to limit any rights or remedies the City may otherwise have under this Contract with
respect to defects other than Year 2000 performance.
ARTICLE 3. ADDITIONAL SECURITY
Subsequent to the execution date of this Contract, should the amount of deposit exceed that
which is initially pledged, said amount will be increased, and the safekeeping receipts of the
additional securities will be provided in accordance with Paragraph A(5) of Article 2 herein.
ARTICLE 4. ADDITIONAL DEPOSITORIES
This Contract shall be non-exclusive and the City reserves the right to designate secondary or
additional depositories and to, if necessary, enter into Depository Agreements for other City
funds with other banks in Denton County or adjacent counties whenever the interests of the City
may demand. The City also reserves the right to contract with other financial institutions under
separate contract if the City determines that additional financial services are necessary in the
administration, collection, investment, and/or transfer of municipal funds.
ARTICLE 5. LEVEL OF COMPETENCY
Depository and its officers and employees performing services hereunder agree that in the
performance of these depository services, they shall be responsible to the level of competency
and shall use the same degree of skill and care as presently maintained by other practicing
professionals performing the same or similar types of work in the State of Texas.
ARTICLE 6. INDEMNIFICATION
Depository shall indemnifY and hold harmless the City, its officers, agents, and employees from
loss, damage, liability, or expenses on account of any claims, damages, or injuries, whatsoever to
all persons including employees of Depository and City, including without limitation breach of
the Year 2000 Warranty set forth in Article 2.8., 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.
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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 I I. NOTICES
All notices required under this Contract must be given by certified mail or registered mail,
addressed to the proper party, at the following addresses:
CITY:
DEPOSITORY:
Howard Martin, City Manager
City of Denton
2 I 5 E. McKinney
Denton, Texas 76201
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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 of
by the duly authorized officers of Depository and City.
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CITY OF DENTON:
By: Date:
Name (Print): Euline Brock
Title: Mayor
Address: Citv of Denton
215 E. McKinnev
Denton. Texas 76201
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
Depository
By: Date:
Authorized Signature
Name (Print):
Title:
Page 7 of?
EXHIBIT B
CITY OF DENTON
BANK BID QUESTIONNAIRE
1. This bank has indicated that it has an on-line banking system.
a. Is this an internet application or will it require software be loaded on our computers.
b. Will we have full authorization to add/delete users as needed or will it require bank personell
assistance?
c. Does the system allow the City to date wire transfers for a future date? If so, how many days?
d. Does the system allow us to view images of the checks that have cleared?
e. Does the system transactions show real-time or are they the prior business days activity?
d. What is the bank's procedures for failed wire transfers. i.e., the receiving bank is rejecting
the wire.
2 Safekeeping
a. Will we have direct contact with the third party custodian or will we deal with a bank
representative when purchasing securities or for questions?
b. Explain the bank's process for purchases & failed securities and timeframes associated
with each?
c. Will we be notified of called securities? If so, how?
Technology
3. Do you provide support services or programming resources for check and credit card
transactions or cash management software applications? If you do provide these
services, are they in-house or sub-contracted services?
4. Do you operate your own Internet Transaction Gateway? If yes, do you support connections
from other Gateway Providers? If no, what Gateway Providers do you support? And do
you use an intermediary merchant service? And if so, Who?
5. Are you currently providing a coordinated, full-service banking solution, similar to what has
been outlined in the City of Denton bid documents, to any government agencies the size of,
or possibly larger than, the City of Denton?
6. The City has 17 credit card merchant I.d.s, and 4 Internet merchant I.d.s, does your bank
have the capability to provide the location name or merchant 1.0. on the bank statement
for these deposits made on the City's control bank account?
7. Lock Box Services
a. Does your bank have the ability to process payments
- without a stub?
-Multiple stubs and one check?
- a letter or copy of a stub or other correspondence?
b. Does your bank have the capability of identifying and rejecting accounts noted as
"cash only"? For example, if we generate a file and sent it to them each month with
account numbers to reject, would they be able to incorporate that into their system
where they could reject the payments?
c. Will the transmission file be available for our posting by 3:00 pm.?
d. What various methods do you have of transmitting the payment file? i.e, internet,
bulletin board, e-mail
e. Will itemized reports with statistics of payments received, accepted/rejected etc. be
available? Can we expect them as softcopy and/or hardcopy?
f, Can you include check numbers on the reports? Payor information?
g. Do you currently have an on-line imaging system where we can view checks in cases of
discrepancies?
h. The Tax lockbox service requested bids for the imaging of checks. Will the transmission
file be available along with the payment file each day?
i. Will you be able to provide a "local" contact for the Utility Lockbox account?
If so, please identify the persons name, contact information and location.
j. In most cases, can payment research be completed in one business day?
k. Do you have next day delivery of correspondence, rejects and reports?
I. How many other organizations the size of the City of Denton do you provide
lockbox services for?
8. ATM Services
a. Please explain if your organization has opted to not bid for the A TM services?
9. Basic Banking Services
a. Can you bank provide serialized deposit slips which are coded by location?
b. Can you provide the location name or Id on the corresponding deposits made on the City's
control concentration bank account?
c. Can you provide payor identification on the City's control concentration bank account for all
wire transfers & ACH Transactions?
e. Do you have the ability to provide interactive bank statements?
d. Using the Positive Pay system, can you provide an outstanding check list?
10 Customer Service
a. Will you assign a primary contact to the City?
11 If awarded the contract, will thirty days be sufficient time to transfer all the services we have
discussed today. If not, what would be an appropriate time-frame. How many staff members
would be dedicated to assisting us in the transfer of services?
REQUEST FOR BEST VALUE BIDS
FOR MERCHANT SERVICES
CITY OF DENTON, TEXAS
MARCH 2006
BID 3490
OPENING DATE:
APRIL 11, 2006
1
NOTICE TO BIDDERS
Sealed bid proposals will be received by the City of Denton, Texas at the office of the Purchasing
Agent prior to 2:00 P.M. April 11. 2006 then publicly opened to purchase the following listed items
as per bid instructions and specifications.
BID # 3490- Request for Best Value Bids for Merchant Services
Qualified prospective bidders may obtain copies of the bid invitation with information to
bidders, bid proposals, plans and/or specifications at the office the Purchasing Agent, located
at 901-B Texas Street, Denton, Texas 76209 in the PurchasinglWarehouse portion ofthe
Service Center complex.
The City of Denton, Texas reserves the right to reject any and all bids and to waive defects in bids.
No officer or employee of the City of Denton shall have a financial interest, direct or indirect, in any
contract with the City of Denton.
Minority and small business vendors or contractors are encouraged to bid on any and all City of
Denton projects.
CITY OF DENTON, TEXAS
(940) 349-7100
TOM D. SHAW, C.P.M.
PURCHASING AGENT
This advertisement to run: March 23, 2006 and March 30, 2006
3/21/06
3490 Best Value Bid for Merchant Services
2
1.0. INTRODUCTION
The City of Denton is seeking applications from eligible merchant institutions for an integrated
merchant services program for the City of Denton that includes credit card acceptance, check
verification, check guarantee, and check conversion through face-to-face, phone, mailed-in,
integrated voice response (IVR), and web transactions. Although the City of Denton
preference is to acquire a fully integrated program, sections 5.0, 6.0, and 7.0 will be evaluated
independently and may be award separately to different bidders. All bidders must meet the
requirements contained in sections 4.0 and 8.0 through 12.0. Each bidder must meet the
requirements of at least one of sections 5.0, 6.0, or 7.0., although it is preferred that bidders
meet all three. The City of Denton is an incorporated municipality located in Denton, County
Texas. Revenues are largely generated through the collection of utility payments, property
taxes, permits fines and fees, traffic citations, etc.
This Request for Best Value Bids ("Request") is intended to serve as the proposal form for the
merchant agreement. There are several blanks to fill in and questions to be answered. Any
alterations, changes, or deletions to this Bid may be reason for the City to disregard and reject
the proposal. . All points outlined and materials requested will be incorporated into the
bidder's reply to be considered for evaluation. Attachments will be appropriate in order to
answer some of the enclosed questions.
Questions regarding this Bid may be addressed to: Purchasing Agent, c/o City of Denton _
Purchasing Department, 901-B Texas St., Denton, TX 76209; FAX 940-349-7302.
2.0 CALENDAR OF EVENTS
Tare:et Date
Description of Events
March 23,2006
Advertise Merchant Services notice in local newspaper
April II, 2006
Receive proposals from interested Merchants
April 12-13, 2006
Merchant Presentations and Product Demonstrations
April 17-21, 2006
Review recommendation with the Investment Committee
May 2, 2006
City Council to review Merchant Services Proposals
May 16, 2006
City Council to award contract
June 1,2006
Merchant Services contract period begins
3
3.0 EVALUATION CRITERIA AND FACTORS
The City staff will review the submitted proposals carefully. The recommendations will be
based on the bid determined to be the best valueto the City of Denton based upon the following
selection criteria:
45% Lowest aggregate cost of merchant services
I. Proposed Fee Schedule
2. Proposed Convenience Fee
3. Proposed Fee in compliance with minimum specifications.
4. Proposed check verification and guarantee fees
5. Proposed check conversion fees.
35% Ability to perform the requested services
I. Demonstrated prior experience in providing similar services
2. Capability to provide responsive service
3. Capability to provide off-site technical support
4. Service and technical support infrastructure
20% Agreement to points outlined in this Request
I. Adherence to requirement of Request
2. Offerer's responsibility clearly defined
3. City of Denton's participation and responsibility clearly defined
4. Service availability and proposed activation schedule
4.0 BID CONTENTS
In order to be considered, all bids must include the following:
4.1 Cover Letter
The first page of the proposal must be a cover letter providing an overview of the
company's service and any special considerations.
4.2 Responses to Requirements
All requirements contained in this Request must be responded to in the same order as
they are shown. Use the same numbering scheme and respond to every requirement. For
questions that do not apply to the proposed program, use "Not Applicable" after the
paragraph number. Merchants may respond to one or all the following sections (5.0, 6.0,
and 7.0), depending on the service provided by Merchant.
4.3 Supporting Documentation and Other Attachments
All information that supports the answers for the questions must be included in the
appropriate section and labeled with the corresponding requirement number. Additional
material may be submitted at the end of the end of the proposal.
4.4 Pricing
All pricing must be described in complete detail including Discount Rate, all fees, and all
charges. Explain how the rates and charges are calculated and where, if applicable,
4
volume discounts apply. Please specify if any monthly or annual fees or minimum
discount fees will be charged and explain the purpose of these fees and charges.
4.5 References
Three references must be submitted for similar programs launched within the past three
years. Each reference must include a brief project description and the company/city
name and address in addition to the name, title, and phone number of an individual who
can speak knowledgeably about the project.
4.6 Proposed Contract
Provide a sample contract for the implementation of the program. This contract will be
considered a draft from which to develop the final contract for the City of Denton.
4.7 Transition/Implementation Schedule
The implementation plan for this system is critical to the success of this program. Please
provide detailed information regarding the program launch, including the project timeline
(milestone dates) for implementing and transitioning from the City's current operations to
your institution.
5.0 CREDIT CARD TRANSACTION PROCESS REQUIREMENTS - PART A
The City desires credit card services for the purpose of collecting payments for 17 remote sites
and 5 internet sites (Utilities, Tax, Municipal Court, Building Inspections and the Library). It
is critical the Merchant provide complete and accurate processing for MasterCard and Visa
card transactions accepted by the City of Denton. Face-to-Face, phone, mailed-in, integrated
voice response (IVR) and web transactions will be handled at the City of Denton.
5.1 Credit Card Services Pricing
Estimated
Monthly
Volume
Fee Charges/
Per Unit
Total Monthly
Charges
Merchant Accounts
17
526,617
n/a
n/a
Merchant Processing FeelDiscount Fee
Mailed-in Transactions
Pin based debit Transactions
Internet Accounts
Internet Processing Fee/Discount
Internet Transaction Fees
5
1,857,360
7,300
Charge backs
3
5
5.2 List any other applicable credit card charges. Only the credit card charges listed above
and in this section will be acceptable in the monthly credit card analysis.
5.3 Please describe how you propose mailed-in and phoned credit card transactions be
handled if the City of Denton chooses to offer this service.
5.4 Describe in detail how the City of Denton processing program will be operated on a day-
to-day basis. Provide transaction flow diagrams whenever possible.
5.5 Identify all subcontractors to be used for these services and what procedures will be used
to monitor quality.
5.6 Explain what back-up procedures will be established in the event of a problem at the City
of Denton or with the Merchant provider.
5.7 Merchant capability to meet the following requirements must be detailed in the proposal.
Please note, all the following requirements must be met for full consideration.
5.7.1 AA VS and CVVI verification is required
5.7.2 Must have daily settlement. Funds must be available the same or next day.
Deposits to the City's depository account must be made daily and must reflect
daily batch settlement totals.
5.7.3 Must provide on-line reporting services allowing viewing capabilities of all
credit card transactions by merchant number. Service must allow exporting
capabilities of City's payment history.
5.7.4 Must provide chargeback information bye-mail and on-line web application.
6.0 CREDIT CARD CONVENIENCE FEE REOUIREMENTS - PART B (INTERNET
AND IVR ONLY)
On behalf of the City of Denton, collect and process tax payments from taxpayers using
credit cards through the vendor's website or IVR. The entire process should be funded by
convenience fees. The City of Denton's internet activity is as follows.
Credit Card Services
Estimated
Monthly
Volume
Internet Accounts
Combined Volume
5
1,857,360
6.1 Please list the convenience fee for each internet site. Utility Payments, Building
Inspection Fees, Property Taxes, Municipal Court, and Library fines.
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6.2 Convenience fees shall remain firm during the initial term of the contract. Upon
consideration of each renewal option, vendor may be allowed to increase the convenience
fees to be charged to the taxpayers and rate payers, upon 120 days notice before contract
execution, based on a documented increase in the interchange, assessment and/or other
transaction processing related fees. The City Council reserves the right to accept or reject
requests for fees increase.
6.3 Must provide settlement of the City of Denton's transactions to the appropriate card
organizations and forward all payments from card transactions to the settlernent account
in accordance with the City of Denton' s approved procedures and time periods. Cash
receipts in the settlement account must reconcile with the submitted report each day.
6.4 Processing services include all equipment and software for the purpose of accepting
various cards.
6.5 Notifications of each taxpayer of the dollar amount of all payments, including
convenience fees charged to his/her Card and obtain the taxpayer's approval (electronic
or otherwise) of such charges prior to initiating credit authorizations.
6.6 Clear disclosure of convenience fees to cardholders prior to completing the card
transactions.
6.7 Provide taxpayers with confirmation of payment transactions electronically.
6.8 Electronically transmit all card transaction to the appropriate card processing center, in
real time, as the transactions occur, and balance and reconcile electronically captured
transactions on a daily basis.
6.9 Retain credit authorization logs and transaction records for such period of time as
required by applicable law and the rules, regulations and operation procedures of the
respective card organizations, which records shall contain the following information;
transaction type, date and time of transaction, and account number and expiration date,
dollar amount of transaction and approval code.
6.10 Provide City of Denton with logos, graphics, and other appropriate marketing materials
for citizen communication.
6.11 Provide City of Denton with monthly reports (in a mutually agreed upon format)
summarizing use of the services for the applicable reporting period. Sample report must
be included in this proposal.
6.12 Provide IVR and Internet payment service in both English and Spanish.
6.13 Explain how the Merchant will handle any copy requests or charge backs for the City of
Denton.
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6.14 Identify all subcontractors to be used for these services and what procedures will be used
to monitor quality.
7.0 MERCHANT ACCOUNT REQUIREMENTS - PART C
In order to minimize the risk of fraudulent check transactions and minimize city resources
spent on the collection of returned (NSF) checks, the City of Denton is seeking a provider
that can perform check verification, check guarantee, and check conversion should the City
choose to utilize these services.
7.1 Check Services Pricing
Estimated
Monthiy
Volume
Fee Charges!
Per Unit
Total Monthly
Charges
Service Locations
11
33,636
$13,341,087
116
$29,726
Monthly Check Transactions
Monthly Check Volume
Monthly NSF Transactions
Monthly NSF Volume
Check Verification Only
Check Guarantee Only
Check Conversion Only
Check Verification & Check Conversion Only
Check Guarantee & Check Conversion Only
7.2 List any other applicable check service charges. Only the charges listed above
and in this section will be acceptable in the monthly fee analysis.
7.3 Check Verification
Provide a service that uses negative and activity data, in addition to other tools to
issue a response code back to the City enabling the City to determine whether to
accept the check or not. Please describe the services available.
7.4 Check Guarantee
Provide a service that uses negative and activity data, in addition to other tools to
issue a response code back to the City enabling the City to determine whether to
accept the check or not. Checks approved through this service will be backed by the
Merchant. Please describe the services available.
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7.4.1 The City of Denton is to receive 100% of its check collections. Return checks
will be the responsibility of the Merchant. Explain how returned checks will
be handled.
7.5 Check Conversion
Provide a service that converts paper checks into electronic items at the point of sale
and initiate a direct ACH deposit of funds into the City's account. Explain the
services available.
7.5.1 Explain the check conversion process and any requirements for the City of
Denton in handling or retaining the voided checks.
7.5.2 Must provide daily settlement of the City of Denton's transactions in
accordance with the City of Denton's approved procedures and time periods.
Cash receipts in the settlement account must reconcile with the submitted
batch report each day.
7.5.3 Describe the services reporting capabilities. Must have the capability of
providing daily batch reports, by cashier and location.
7.5.4 Explain how returned checks will be handled if the City chooses to use check
verification or the check guarantee services listed above.
7.6 Hardware/Software Requirements
Please list any hardware or software requirements for this service and applicable
charges.
7.7 IdentifY all subcontractors to be used for these services and what procedures will be
used to monitor quality.
8.0 TECHNOLOGY REQUIREMENTS
It is critical that the system installed at the City of Denton incorporates current technology
and fully integrates with our existing web processor and provides smooth and efficient
transaction processing. Describe the type of equipment and support to be provided.
8.1 System Requirements
8.1. I Point of Sale processing terminals for handling check verification and
batching and debit or credit card authorizations are to be connected to existing
Microsoft Windows-based desktop computers through standard peripheral
connections, such as COM or USB (Preferred). The terminal peripherals
would utilize software present on the computer, either an installed software
client or a web-browser-based control interface, to communicate via the
Internet with the Merchant Services' host system for purposes of
communicating transaction information at the point of presence of that
9
transaction. Client software would provide for receipt printing of debit and
credit card transactions, with capability to re-print receipts if necessary.
Software interface must be capable of handling both card-present, and card-
not-present transactions, and associate each with the correct fee schedule.
8.1.2 Transaction data would need to be captured and cataloged according to the
following hierarchy: City of Denton>> Department>> Location>> Operator
>> Batch ID. Reporting capabilities would need to be provided to allow the
City to research and reconcile transactions passing through the Merchant
Services Vendor. This reporting should be web-based, and accessible in real-
time. Transaction data can be captured either locally on City provided
database and hardware platforms or remotely at the Merchant Services'
location, provided reporting needs are effectively met.
8.2 Point of Sale Equipment
8.2.1 Debit/Credit Card Terminal- Industry standard hardware utilizing 3-track
magnetic stripe reader, integrated PIN pad and display unit with COM or USB
(Preferred) connectivity to interface with current Microsoft Windows-based
desktop computer. Terminal would have the ability to be placed in reach of
the customer for processing of transaction so as to afford the customer the
added security benefit of card retention. Terminal display would be
progranuned with all relevant customer prompts and responses so as to
minimize cashier instruction.
8.2.2 Check Processor - Industry standard hardware utilizing horseshoe bend-style
check processor with COM or USB (Preferred) connectivity to interface with
current Microsoft Windows-based desktop computer. Processor must perform
MICR capture, two-sided check imaging, and endorsement of the item in one
pass. After the item is processed, the cashier would be prompted to enter the
dollar amount of the item for completion of the transaction.
8.2.3 Receipt Printer - Industry standard thermal printer hardware using Parallel,
COM or USB (Preferred) communication to connect to current Microsoft
Windows-based desktop computer. Printer should use 3" standard thermal
paper rolls, and may incorporate automated feed cutter (preferred) or tear off
strip. Receipt would provide the following information for Debit and Credit
Card transactions: City of Denton logo, department, location, operator,
transaction date and time, card holder's name, last four digits of card used,
transaction amount, approval code, and signature line if necessary. Printer will
need to print two copies of each receipt, one for presentation to the customer,
and one for retention by the cashier; receipts should be clearly identified as
"Customer's Copy" and "City Copy" at the base of the receipt.
8.3 Software Updates
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8.3.1 The City expects that software "bugs" will be addressed within a reasonable
and fair time frame under the basic maintenance agreement held with the
Merchant Services Vendor. A software "bug" is defined as a glitch, anomaly,
or other reproducible condition that materially affects the proper operation of
the software as designed, and prevents the City from using the software as
intended.
8.3.2 The City may request additional features or functionality during the duration
of the contract. City and Merchant Services Vendor will agree whether these
enhancements constitute a material change above and beyond what is covered
under the standard maintenance agreement for the software. In the event that
the changes represent a billed-for service, the City will have the option to
purchase the enhancement, and incorporate the ongoing support for that
enhancement as part of the standard maintenance agreement.
8.3.3 Merchant Services Vendor is responsible for ensuring that their software
functions on current mainstream desktop computers. This includes recent
hardware not to exceed 4 years in age, and the current public release of the
Microsoft Windows desktop operating system for business and professional
use with all required security patches installed. If the client software is
deployed in a browser, it must be compatible with the current retail release of
Microsoft Internet Explorer with all required security patches installed. It is
the Vendors' responsibility, under the terms of the maintenance agreement, to
resolve issues arising from the application of Critical Microsoft patches that
may interfere with the proper operation of the Vendor's software.
8.3.4 City is expected to have access to new releases of software free of charge
under the terms of the annual maintenance agreement.
8.4 Telephone LineslIntemetlPreferences for selection
8.4.1 None of the peripherals used in the POS solution will use a conventional
telephone line to process transactions; all transactions will be handled over the
Internet. In the event that Internet processing is unavailable, transactions will
be queued for processing at such time as Intemet connectivity is restored. This
queuing process may be manual, or integrated into the software (preferred).
8.4.2 Preference will be given to vendors demonstrating the ability to fully integrate
all non-cash transactions regardless of collection method - In-Person POS,
Call Center POS, Self-Service Payment Kiosk, e-Government Transactional
Website, or Interactive Voice Response Pay-by-Phone. Currently, the City has
offers Kiosk, Web, and Phone payment options, and is looking for the ability
to integrate the POS capabilities with that existing infrastructure.
II
9.0 REPORTING REQUIREMENTS
The City of Denton will require on-line access to daily funding notices, exception items and
weekly and month-end summary reports. One hard copy of each report must be sent to the
City of Denton by U.S. mail to the attention of the Controller. The daily funding notice;
however, must also be faxed or e-mailed each day. The City of Denton has a tiered account
structure and reports and transaction information must be accessible within each tier.
For this proposal, describe the contents and distribution frequency of all of the reports that
will be provided to the City of Denton. Sample reports must be included in the proposal.
10.0 OPERATIONS AND TECHNICAL SUPPORT REQUIREMENTS
The processing system provided must be fully automated and easy to use. Describe in detail
how the program will be operated on a day-to-day basis. Identify the subcontractors to be
used for these services and what procedures will be used to monitor quality. Additionally,
explain what back-up procedures will be established for each item. Include the activities
listed below in your description.
10.1 SupplieslEquipment
It is critical that the Merchant provide the City of Denton with the necessary
equipment and supplies for this program. Describe the entire process in detail;
include:
10.1.1
10.1.2
10.1.3
10.1.4
10.1.5
What equipment/supplies will be needed
Who should order them and how
From whom and where they are to be ordered
What time schedules should be used for placing orders
Provide complete pricing
10.2 Error Detection
It is important that the Merchant does everything possible to identify errors for the
City of Denton. Describe what actions the Merchant will take to identifY and correct
errors as quickly after they occur as possible. Include how different errors will be
handled such as interchange rates, late daily settlements, etc. Also include methods
for notifYing the City of Denton of these errors.
10.3 POS Signage
Identify the requirements regarding point of sale signage and formats for mail-in
forms. Please describe as muchofthis information as possible.
10.4 Chargebacks and Copy Requests
The City of Denton expects to maintain transaction copies. Please explain what
requirements must be followed regarding these receipts and the penalties for not
doing so. Explain how the Merchant will handle any copy requests or chargebacks
for the City of Denton. The City of Denton expects the Merchant to fully represent
its position in the event of any type of dispute with one of the card companies.
12
10.5 Training and Reference Manuals
It is the Merchants responsibility to ensure that the City of Denton staff is thoroughly
trained before the program launch will be considered final. Describe what will be
required for installing and using the equipment. Include explanations oftime, skill,
and resource requirements. Describe any manuals, videos, or other materials that will
be provided; if possible provide samples.
10.6 Escalation Procedures
Indicate what procedures are in place in the event that a problem with the program
needs to be brought to the attention of the Merchant's management. This applies to
both the conversion process and for situations that may occur once the program is
fully operational.
11.0 PROPOSAL INSTRUCTIONS
11.1 Date, Time, Location
Five (5) copies of the sealed proposals clearly marked "Proposal for Merchant Services"
should be delivered to the Purchasing Division located at the City's Service Center, no
later than 2:00 p.m., April II, 2006 to the attention of:
Tom Shaw
Purchasing Agent
901-B Texas St.
Denton, Texas 76209
NO PROPOSAL WILL BE RECEIVED AFTER 2:00 P.M.
11.2 Response to the Bid
This Bid form must be used to submit rates and to answer questions wherever possible.
However, any point that the Bidder cannot agree with should be clearly noted with
attachments, which explain this disagreement. Please reference the section and paragraph
in these cases. Also, please clearly restate the question when supplying answers on any
supplemental pages.
11.3 Pricing
All pricing must be described in detail. Include all assumptions upon which the prices
are based. The City of Denton would like separate pricing for face-to-face, web, mailed-
in and phone transaction (See also 5.0. Requirements)
11.4 Additional Information
The City reserves the right to request additional information or to meet with
representatives from proposing organizations to discuss points in the proposal before and
after submission, any and all which may be used in forming a recommendation.
13
11.5 Right to Reject Bids
The City reserves the right to reject any and all proposals.
12.0 CONTRACT SPECIFICS AND MISCELLANEOUS INFORMATION
12.1 Periodic Review
The City of Denton may require a review meeting at least once every six months to
evaluate the working relationship between the City and the Merchant Services provider.
The objective will be to address any problems and to seek a responsible solution. More
frequent meetings may be called if necessary.
12.2 City Council Action
The final appointment will be made by City Council of the City of Denton.
12.3 Designation of Individuals
Upon being awarded the contract, the Merchant provider shall designate, in writing, an
individual to be the official contact person for all correspondence. The City of Denton
shall do the same.
12.4 Program Launch
Program launch will occur with installation of the equipment and completed training of
the City of Denton staff. These activities should have minimal impact on day-to-day
operations of the City of Denton. It is desired that the program be launched by mid-July
2006. Unless emergency work is required, anyon-site work must be scheduled at least
two days in advance. Business hours are 8:00 a.m. to 5:00 p.m. Monday through Friday.
12.5 Contract Term
The term of the agreement will be for a period of one year. However, the City of Denton
retains the right to cancel this Agreement with 30 days written notice and prefers a
dynamic rate structure with the ability to match market pricing.
12.6 Banking Relationships
It is required that daily deposits for credit card and check conversion transactions are
made to the City's Bank Depository daily.
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.
.
DEPOSIT AGREEMENT
AND DISCLOSURES FOR
COMMERCIAL ACCOUNTS
EFFECTIVE OCTOBER 28,2004
.
.
WAo.tJ.Uv.u\.
INTRODUCTION
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-PIrlnehhlp._.-.._Ilablllly....pony
or Dlherlllllllythel_ "'or_~ .........wItl1...
, 1ncMlJng, but 1lIll1lmlled.1o 111_ one! l\lnIIIon the_
. "ThaWDlda"We,."."bur..and...UUledIn1h1a........tl
.....Ille\Vec:lxMo _Inllle__...__
. _LWIlenyou-.....__on_wItl1ua,
. you ""' ~ 10 Ihe_ oIthlo Ao-ment.IncIudIng Ihe *"
end cnov- _In lhe_olF_and FIOldI"-lity1or
Coa'._.adAccounto -"'-lI.~...obJ hondn by
- ThJo~h_"F_ondFund.
^__for CommetcIoI_ endtheS\lllolule ConI
OllIllI>dIeourioGelY-.;_wIlh)'ClU. """_oIthII
Agrumonr, 'IlIgnoIure eonr _10 IhI OeposiIAIxxnm! ..
~ cronr -- opentlgdooumelllo 1hat)'OU lXlIllPIoted
---V_-01rdepooft~wItl1)'OU1I
theloI_ond _. lI1d)'ClU _lhelwe _ nolln..,way 4.
edIng.. 811duc:leJy foryau or lor,.... -. Oepend/ng on Ihe
_In _ NII-. the....'IImn"........chedc,dreftor
--llnferor_lorthe_o/_or.
~-~IwdIt.n_ATIl~ACHenllyor
ottw efecbonia b_~,.
2. 8COP&OF AlIREEIIEIIT. TIIIoAvreemontlllllylpplleo lD__
---------by.
pllrlnenlllp,-IIan,---IIobIJtr_otDllllr
ent/Ir opendItd on. fclr.proIt buIa:. COll"ollltlllbn or an IIRcXIIsfIon
llpOtlIIlld on. noHoropRllllboolo;. go,on~_"'" l.U1II; and on
1ndMdueI_ _10 ....1he_farClll1Ylnllon ._or
-p-....... coIOOIIveIy_Io"~ Tho
clIIailIoolionondfonno/llOOrIlll>Ilipol.__.....
-_on the Bignefure ConI lor on __end... mey IBIy on
II1oeodeo~forll_re/o!Inglo__ .
Tho _ and _ __1fgno1ho8lQnelute Cord...,
r-.uon or"'_"""IIIIe__ concomIng an
__lDond_wIlh UOIhol, (8lthe_"..
. _1II_n<< ""Y"'openond_""ea:aunt.(bllll
~or-~~Io"'byoron~olllle
-_tnJe. _and compIeto In 01 "'_<'1 all
88IUIlOd orllcll__ _ byllle __ been duly
nJgIoIllI1ld or lIJod -... 8pp11oob1o go,.......1IoJ euIhoriJoo. ond
(dl_ _....... nome lI_orpRdod on the SIgnnn
CIlrd, enyr-.uon or.., -__mAl...l>AtIo..
"""""""v the ......ntha lllll!IjIIele IIlI!1ail!IID bind Ihe __
In 1I_1nvaIvIngony_ .
Tho bun- _lonOlll't... prompIIy In ~o/.., c:hengoi In
110 Iorm 01 orgonIzoUon or _or In Iho IIltIIartIJ of ""1_
..... reepoct to the eocount or 8n)' trlnlllC:tione reIIIIJng to It. w. also
-.. the rfght 10 llIqU/nt. porlnoIwhIp. CDtpondIon or_1ogoJ
enlll1toaM>__OU_htDJrauo_loou.,,"Recl
loeatOllIla_. We_-."..",..",~_-..
rromlho~or_oecreIoI1(pr__).,
Ille--.We"_IDIoIIowIh.-..,o_
doelgneted eo hIvIrv IIUtIlorlI!r 10 oct on Iho onII\iI bohlllf .nII we
I8COiVo -. _Ihotlho IIIII1orII)I """ _ .....d>..tod and """"
hldo_IlrneID...,-thol_.
a. DIiP08ITI.You_malie~lDjOUr_n_IlOur
- -. '" moIIorbyony_-.odlhel... maIie .
-._.IIIn]1-"-T__lATI.11
8nd at osrtU1 non WactJoItla AlMa. You... 8nClCInQed to u. your
-- dopooIIllIpo In llIder"'lllIp uo..... depooIIo 10 JOUr
_eo ooon II _lI1d "'_ ......1f)'OU de not
....-_dopooIIoIIllO,""'_II1ot...wlllnatbe ,
~ IDl'OUfar"'ll' 8mlIO IllUlllnglnmjOUr", 01._
do_oIIp, -1lOIIIpIelecf by "",or one o/.....n.....,_ We
... not __ far depooIIo modo by..... nightdepoillcoy or ,
cIhor - depoolloryuntll... octlIIdIy_ lIMI .-.,..,those
de-.In """-__ We_lllerlgh1. but... not
~1o_1n]I-_lordepooltlDl'O..._
lIIld"'dopolltlhornkItD__end...rfglltnotlo_ ,
Itemo Ihat _1I1ll11lple. mIooIng....~_"....... We
. - """"Ihe rfgIItlo limit. -. hoId....retmn ...,dopaolL Vou,
_Ihot)'Oll - notdelxd. -OlIrpdor_wrlllon '
-unoIgnoddemond-'''''f1om In.__. or ""I'
PIpOl'or_....." ,_'llorllMlorlglnelillrn, Indudlno_
Bm_ --"-by-Jowlhel_not.
......(Roo ..,
-~-by.- Vou_lobolloblefar
IlIIdto__...ror_loooor_orlilllllt1(lnc1ud1ng
-1/n1JbdJon,__'____.,
~l'" /n81 i'Ic:ur_l'OU dopooItlllllloudl_ IoIed
-.)'OU l0li10 _ on"" -.rI1 a -.)'llU depod
en .... Will . ~ ."""-.-ot. or -.IIIng '""" or-..
0I.t 0/.., IOllm of or dIIm .... _10 IIIl' depaolIod 110m lor
111)'__. V..._lhotlOlloen8llllmodlt.llly
c:I1mgejOUrdopaol_far__and__
prIor_Io_II... _ 10 110m on'--'l1a6cIIQoor
......._.........-do)o.....-Io_1o
--_on.....-_deJ>.y..._........
counlo/Ille _ end.........,. n JOUr dopooII_ bo_
eolDlInI_W.wlllmeIoI..,... ,~Io
JOUr _lor ony ........,...... _ J'Ilt/tf _ Our__
doyo and Qjj. elf hoIne _ pooled II our IIn8nc:III ....... and
ATM - hoIne ... diopIayId on Ille ATM depooI ....... one!
... 1llIl)oct ID ~ t'nIm lime ID limo II our d1-. We
_Iho I!ght ID maIie IICQuolmonIo to _ -nt, In our_
dIocre6cn.Ior__ or-OIIlll1lIo)'Dll1'.-.nt.
COLLEClloll OF ITEII8. In.-.mg Itemo fardepoelt or
"'-'" .,.oota__IIgOntIllld_mellO
rs Ir_1dJIJIy be)<und the..... ~ ordmary care. 8pedur
n-.1or~"'1Iom__0I1f101l_1n-.g
ond given 10.. eIong Will the 110m In -. Woo will not be ~
fordefeuaornogllgonoeo/... ~bonIcoorlorJoa In
1ronoII,1l1d_""'.......doo~_wII011f1obe_lorlloown .
IMlgllgaJ-.
VOlI___far_lnd""""otlDoo of..,
1lomo.1nc:IudJng _end_~"InIIrumenIo.In_
Indepooblllellllloolor_1n __...__
IIld ICOIIllodllJedepoo/1 FlI1hor. yau _ID"'I",_ and
_In lInI_o/onr....... including ___
negolIeb,.1nolrumonts.1ncJuded In depooIIo IhoIlO8loo1 or _
1n--"-_IIIld~...depooII.ltemo
endlho~__be_In__opp/Ir:obIo
-.. -... "'Ill*tIono end DPOnI/rv cfrcuIoro, CIeIolng
HouIe.AnD 'U"IU<< FundI TranaawSyalem rules. Bnd ~
lI1I1lI1gO/llInwllh_~ __Aldepoobd Ilomo
(lnc/udIng-drownon__rdotlhotBenlq_
-IledIlUbJoctlDfnlIIP81'llOI1l_OUI'~of__
Wyou dopoUlbI9Ign _or-lhat...do._d>..tod In.
foreign"""'""l'lnmjOUr_lhotflnel_lojoOUr_
wDIbe_...IIJe__llIIo In_otthetlme..._
lInII_forlhol.....In Un/l8d_OIllIIIlC\'. WlllQ4prlor
-lDl'OU.... /n81<11mge -1Tt11/em8l1Tt111mo -._
1lO1IllOI1I.--ornol,ond"'Ill81_""""",_
"'ll' 1Iom_.... rlhel/em -behononld_Ulo
---We-_ID__oI
JI"I'o1ouol1_...... ond In 10 doIrq... _ _...
_bonk 10 hold.. Iombe)'Ond... mldn/gl1t_....
reny_or-....~In\'llW_II_1D
ua by th8 b.nkan~.... dr8wn throt.vh the FedettiI~.
· eIeartng hauIe or oIhar nonneI ohedt retum channeI:t. '"' msy
_....-.lIlllc:l1mge Ihe_orclhorllom__
"""'--reganllowfl_the benkon _ the
-WOI__Ihe__lamldnlglrl~
A1....~.\'OU_...ID_lIIl'o/l'OlO'_
IhoIIII_for""_or~_lDon
eleatrunlctnu ~.. Futthe..._-.If, after a chck orotherttam
depaolJed 1nID)'ClU' _II IlnoI1 pIId, ft II _ to.. by Ole
bonkon_I__Ilocauoe_heo.-._
IhoIlhedleok..._Iom.... -. flIlled._.or
-...__peldfar......__...mey_
\'lIW_Ior"'-O/hllom.If)'llU_1nsufftcIonl
lImdiolnl'Oll'_"''''''''.__....__
joOUr_ln-wItI1lh!1~lnenIlmllllnl8qllOl
"'''''''-'''-IIom.YllIl_Io_uoloreny_
or_..._In_wItI1 ~__(/ndud/ng,
-~~--endcourl_)ond
_lhel"'-"'__lIfllIinoIjoOUr_far
""",""""",111)'__ "-In...ScIlodt6e 01 "- ond
FundoAveIJobllil1...c......_..Ild____to_.
8. PAYllENTOF CHECIC8 All/) OTHER WITHDRAWALS. ~
--IIImo..._lolItor_p...._
InlDeIeetronk:~)dIlIInVh__llomofh81
-beonlnmceloclml)'_be I_..oded Jnlo_
_or-J9IlIooo,'lOoddooumonto.lhldor_Jow.1he
B"kll~ID_lUbalIluIe_W/lh_allnl
iogaJ Bq\I- nth or/gInoIond the Bonk will If'lli' ond c:I1mge
_)'011'____ -'.yau_
Page 3of14
thoIlhe -_.... _ PBI'.... ch_ ogoInstY<lllf_
phc~ Imogo 18pIocoj..... documoId.. ._Ia_or
other peperaretecllonlc ,fac 11,1611l. of u.. original teem fbatdO not
---,'tIle)'OI1lIeg\limolj~fDr .
, ~dr..,ond__ Youagreelo_1Il)'1rnlIgod
edocumoalor_1o -.. tho orfGInoIfarllll_.!ndudmiJ
~)'OUr-or~v8IIdiI)oollignabn.""We
'1Il81_1D P01ormay",- . IpOdoIlee for lIl)'_or_
: _drown ogo!nM1ClIlr_orUUd Ill_limdo_
. )'OUr_.lUchlbnnlolllllon.Ibrm....___.W. .
""".......ltIO rfgI1t 10 -.. ptl'f or "'-. opocIall'o8ltir Ill)'
_or_lbnnd_ogaInIt1Olr_or_lo_
funcJolJam)'CX/l'_.tho_II..-In._....
.~lR.Ihartzedror__ .1ftlId8..-lrequontJyorln
.--thon~~lorY<lllf_n~"'.
..-In on _ iIBIlhonlhomlnlmum ~ or_
~~Ior__lfyouloou._1or
-wIlhdla>llcole-lllIIllben,tlllawllllmpolrltlob8nil'a
sIllll1lo_"""_Illuo,JOUwIII___ .
-ld_-dlltond...aheIIllCIIbe_1or1Uch
tnInIooIIoria. WiIIxhwoJo 0I1l goneroIIjo macI8 fitIt_ lIndtr
_limdoond.-l'IOIllbIIodbrl8worby__",
F"'llIldFunda~fDrCu4,,'_.JoJ_IlDiic1.wo_
tl18lfghllo _1DPB\'IIl)'_or___ogelnat
--.lmpooea_le8for__Il8m.orbclh.
We_~_or_Ifamo__)'OUr_
(IncIudli1g-~Io...orenwhloh_maybe_IInIll)'
0_ d8IormInoci by......... If (1) poyI/lg. psrtIaIar _ or 110m
...-1n"-"-"'In\lOUr_IoP8\'OIIOormoro
-_or__thld____poJdou\
ot)'OUr_or(2)uoIng.___lntl18_
oI__or_lIomaorlho/mpcolllon 01__,
AlIIIough... ~ ~ IaJgor Ifamo tnI, "'In IlOl oI>IIgldod III
do oconcl, -...... _Io)'Oll,"'1Il81 oIumg.lIl. order In
whIoh...~P8I'_
From time 10 lima, . _ who II not our........... _ oIIempllo
...,.._thld)'OU-_onY<lllf__....CUhIng
..1l8m1or.~_...Io__IhalIn"'"
_.IIle_lldepcoIIodld__lnIIltulIonond
_1D...throughlho___Aa."",,)'OU
.. _1IleI...mayahelva._.1 .-..10_.._
jJnoIudng.- cheak)thld lI_on__ wI8t...
unI_pohlblIod I>I'lIplIIIcob/e Jew. You _ agree thld... may
. Im___~_rlty__
raquirementa an. non-aJlto.na.- """"8 to euIt ..lbnn 81 one of
....- - ThoI8l8qulr8mentlr _1ncIude,_
Im-.. oodmIIIngono or..... _ oI~.1lIVVIdIng
llIurn1lpdn1s or_~ ond ~ IIp8Clffiod bilerllnnthol
lIl81onf1 bc_ldOf*llOl1 deaI;n8led_ y",_
thoI... will noIbe -far"""'llfW _lor I8fIIIlngto_
the_IfIhe__orlallolD PBl'lhofoo "''''''''''''wIIlI
lUch_oec:urI\>_
WO_Ite_lollnlltl18_ot_lIIalmaybo
_1roml'llUf_In...,.Ior_.........~
WIIhoul_........... ot~lhaIlolMllloblo...
portIcu---.TlII1BmIlollon10 1n_Io_lIOl
ro...In_.........oItllla~
t. AlI11lORlZEO 8IGNATlIRE8. Tho __ Olgnlduroo for on
_a_ _ on lllelllgnoluro Card, or on Ill)'
"'-orolhor__ outhorbrdon r,I8lIlglo Iho
_nt_l>I'.... Forlho_ oIlimdoondror_
""--.vlolll)'_l'i>u__..........
_10___........ but""wlllnotbe_1D
)'OU Iorftlfuolng ID Ilonor. _or _ oIgnod __If...
-.lnllllCldfill!, IhaIU18 oIgnGn -"'tl on 1lId1_ or
_101101_ nthoSVllllnConlllnot-."",
_1hal...wIIIl1OIbc_Ill)'OUlorhllllortng_OI'_
oIgned-'''-..1n __Ul8tthoalgrllllunJ
-.uon-_orl_Io_WhonOl1
8CCDInt.. ..........."h.d, )'CIII1nIIY lndIc8te)'OUl'deIIre b mare thin one
llllIlIorIzod_ono_or____1lo
-- by doOl....lblg. opodIIc.....bar ot d_ oignolwlIo..,
thoSlgnoturoCllrd,.""""'orln.___
IIultIl_by...._...1Io11Ol__1Ilol
I1IqlliJ9lwo or more oIgrUno. Arrt..." deoIgn8lJan 10 ooIeI\' ""
el"lr_trndb_-_llIldllllOlblnd1nQ..,
....Aa.-r,)'OU_Ihal...mayllOY__1'Ol#
--_tolho_ot_1fllnoIlnL You "'"1
. 81ocglve__outhoriI)o_1'Ol#8CllOUIlIboJl'Ol#
_or_lD....
- (Row1lOl
7. F...........&_TURI!II.n)'OU.....-..__OI'
~- bylll8chlne,....... orolho!wloe.1Ilollonol
IlllIdo by ~1Ing 011"''''-, drollo. noIoo, or_
- -....... wtIIl or_. ~,....., "'tho party
moldng -_or""""-,,",d.)'OU_Ihal"''''"1P''l'
llIldah8tgo)'OUJ'_ror_-.drollo._or
--far-beotfrigorP\llPlll1lngIo_IlIo-'"
aiGnobmtor__otlll)'_or_requhdto
lllgn,-_otby-'orby__Iho_or
--lIIgnIIluroor......_._~may__
- (whoIho, or not oulhortziod), ond repdIooiI 01 by -. or
by-_IIIo"'-dndt. '-or__far_
-- lwbaIhororllClllllllhotbod). w..,. noI_Ior"'1
.... "'. -.ollgnoluro or--_.-.r)'OU.... 0
-Iignabn or ondoroemonI,)'ClU _U18 dIIt ot Ill)'
-....",_I8coImIo_orlhollOOof_
foadmIIa tIlld may _10 be IwlmIIa.
8. IN8UFFICIENTRlNll8lClV&RDRArT WoIl'8y-""_
ornotl'llllT____AIIldo10 PlIYo_or
--.IlUIharIze.poI_-...-..._8l\)'
--"""_ld8l\)'tIme_lho_we
_lho",",*or_Ilam,_~._1
0UIIl0lbb1 ~ or _ "'-bon 1., llIld"", I8bm
-. ond OIlIjI...delom~o4o..oIUI8__11
requRd. " our da.b....4.4U111'eYN111Mu11dent IMIDIbI. fund. b
P8\' Iho ",",*or_-. ouIIablho__ ._.........
orptC:lClU the DltmrBIec::IranD b"~1 you... to PlY UlI
....... cholgo, 0I1d we ... noll8qUirod 10 _U18_or
--._U18~"'-'or_1ho
---......oIIoo'ondmayrelumll,__1l.
~....Il'8y-the_or_IIom._1ho
poIrd.d.uJlt trr- ole ~" or prDc8II the oCherlllclnxdc
-ond_an _and~_._cheJge
IorIl"l'ln1lIho -. You _to dopooit_AmcIo 10
......IhoOVllldllllond Iho__""-__,,,
Iho _ ond III roIn1Iono ...Ior.., _ "'Inclrln
caIocIng tho -.....)'OU 1ncIudiio._-.
--'--llIldlho_",IIIIgotlonIDIho_
-bylow.-.U18'-f1votOllOormore_
doo. IlOl obiIg8le..1D Ilonor.., Iutur8 --. ond)'OU_
I1OI,"",OII...lobor1orOl1_0v0nr"'__aolnlho
-. -...... nol~ 1o.....)'ClU pdornollcoan
-_lor__
I. OVERIlRAI'TCH!CICJNQ PROTEC1lOII.If_ "'"'*Ing
_1o_ond)'llllelocl1l18l1lpllon.wewll
~-IundI,_ID__Iho_"'1Il)'
-lIftd-dwgolD)'OUrprlmoryo~lICClltIntfnlm
.., -~ -...y dapoaiI-C-';' ooYIngaor
--Ior__<........_cltd_conforllnoot
CI1ldIt))'OU -. One_will bo.- oIlhoondotlhe
-dIlyln_..OVWdId{o)_ .._
... ~--_.--_....
Fun.nm bo ~.~r....d In tho -Iotgoottlll__
YOU_IDP8\'on___ctwaefar
-lIBlI1-,"_lnthoour8d18dulool_ond
Fundo A~1or CcoI.._.:IaIAcc:ounto, ond tI1ld ""- wlII
be -ftoml'OU')lIlmOly -. 1l1II1IIIllIon
_oI-ond""_wIIbc_l~
-....not -1n1OUt-,_1o_...
0\'0ftlrldl. Ul'llIlT"-"lluy _ntlo. -... orlllDrle1
-lICCllUnI,_...."""_..."""
llUlhcrIzod_..... undet--.)'OU...not
po-lolll8loo.....IlIon...(8)__
(IncIlIdIng teIophono '-I -........ podod.
a. Dvonhtt ......,...1Il8d. from . __
-wlllbotro-.r..tln__UPlDU._
OlIO h_ -1$100) __ ouIIjIICIllo l'llUf1Mlllob18
<:l8d1lIlmlLAn__rromo__1o
-".--",ondlloulljllClllDlho_dlho
- __.L indudlng "'1 oppIIcobIo ""-....or
oU1er~
Iftl1Ol1l...notllllllclenl_1n1Ollr-.s.y~_1o
-on-Inl'llUf~CIlocIdng_IlO_
WII be lIl8do ond)'OUwIII be cIwgod .,,1_ fundo....1n
""""''''wI8t lho_uIo otF_llIld FundaAVlIIlobIIIIr lor
Commnlol-. 1l1ldlllo w111lo --1rom1lM1lIInl8ly
........
10. aERVICEFEElI. You_loP8\' any--lhalopplylD
....."'104
)OlJr_orh___lrIorJncoopo..dod "'1hIo
A;rwmenI. 8oMco roo. moy -. but ore nolllmilod... c:hsrgoo
lorohockl"fntin9._Wlftlrv.....,___'"
' poa\.da1od iI8mo, -.... -.ll\I8nIralIs, _ Cleolfng
, Houao (ACH) 8IIbfoo,.....1r8naIan, InIlAIioIent limdo __
eil8mo, P<lInI<>Ioala ~..u-.,___
--1r8nI8cIona,_-..y__ _
, OO-'''''''_lIl81bo_tomyour_=-
' - kl)aU. We wII nolbe IIabIo fordlahonotirv _ or_
-- -booouooolhaufllclantlundol8lUllnvtom
--- ot-. OUrClUll8lllSchadulo oIFooa _ F_
~IorCOm-_wIIbeglvonIoJOU_"'"
-"--Ia-_0I8IIyriour__.
8oMco,... oroaulfo<tto -.g.1Iom Bmo III limo 01...._
_oIlII1Y__wIlIbo_lo,..,at"__llll
our-. end _ r _ period oflmo w111lo gIvon boIoro Ill)'
changoa~- YOOl__to...........UOforony
-_WWIncurIll_. _or_my",,"
---orACH8Oby,ar_any_8lIl81
"""_
,it. AII10IIATED PROCE88INCIOF IIEM8. ~"'" _ ordopooK
IIl81 boautomallcaJly _ -_lnto__
Imagoa (Iruramj)durlng 110___ _ _.If
)'OU elaclto -your bonk documento _ by._or thai haa
noI__byIhoSonl.or,..,u..__OI'_
(..g..~-)thaI-__Oll"_to
dJsappoororbe 0_ '- _ '" JOU""" yourcheclc
out In IlIch 80fty 1..a.,IIIIIrv.lIgh1IycolorodJnlcllllat_orflIoaJ
data to ~ upon truraaon. you will be doing 10 01 your_
""". W._nol be _ for-.aemn ord%yo. _ or
aurfalJure to _ Ill)' _110m duo io printing _.......
fautlymoanolfelnlc,..-,g 01_-' or""'/dnot_
dataprlnt8d "'_lllltho 10m 10...- tuncaIIon, or Ihe...ot
-_w..howadoplad_=1IocIIonand_
-aolllotwecan_IIo_WllIrmool_oI
"-~_toaJI_n..._
_....1rMIMl higlHpoad ___-.Ing
m8chlnoa thai road l.fI........., _llllIO _110m.. rTI8gIlOIIo
InI<.In __ 0I1lIla f8oI. YOUBg/881hat In poyIngorlalclngen
- for_. wo _~ a111ntorma1ioO on Ihe 10m 011I",
. than8lll"....._.., -ontolllo 10m In 1Il8llIl8IIc1nk8CCOld/ng
lD_bonk101g-,_ornotlll8lln~1o
-- -- on IIoIlem. For...,.,.. womay
, ro!yOllthelUllllUllt"'80h0ck"_InIll8gnelloIolc,-.,1II8l
-omountll__IIlo_omountot.._or
' -ltIollllllliJllumllllOlllllor_lIlodlockla__8IIlf8d
In 81i1gendllll 11Io-. You_to_UOforony Io&aor
-l-.clIng--'-.'_roooend
fhe COlI 01 OlIgaIIonlwwlnclr_ you IIoU8 ordopooll..,llom
(111llln1a101ng__ -aa.butnotlmlledlo,_
-1ImiI8IIona, data BmIIatIono, Iwa JignaIIn 18llllhmonto, ole.;
(2)1llln1alnlng_orJnlcIllat_be~~or(3)
p/IIcodlnoohock_."-,you_I1ot__
- ordnuy ....lrIpoy1ng on 10m _Ilough...
_dO...._ror.laI1l_ror__
...m....a..."'_or__"'_wIIlI._
llmOlII1l boIow on amoulllwo opodfy fnIm _ to_
12. FRAUD DETECTICItlIDETJIJu AND SAFEGUARDING YOUR
' ACCOUNT.1Ilant oro _ _1hatyou can __
_10 cIooMoo.. """oI_....._from)'OUt
-nI(,~8uch__, butlnnol_to:
SafaguardJng IUld noI dIocIooIng to....., porlIoa 11k........, IIlauI
your -....... youroccaulll numboI(o~
Sofaguonl/ng__InIbrmaIIon_canbo _ID
-your"-"1l._~:,_"'_
~bIanlcor__ ___
IndudlngATll-. -...tilI:04o........ end ony
P88IMmfa or aliter ftA.tbd lrlI...msdbt. to PIWInlIhem
frombolng_byen_pOIty;
CaIIng uollnrrRlatoly II BOO-WAaiOVIA (m.48&4) I you
-0:= wIlhyour_or_lICIIvlI)o.
or)'our dl orUllUl8d choclca lint Ioat. _ or
mlapIaood;
RovIewJng carofuIIyyour~ end 18l_ _ for
Unotlll\orfzadlll:llvllyW__lIlatlnyof__ may
how - _ or__wtlh, or If you ore IhoYlcllm 01
thoflor_~Ia~;
Pnln!plIyand_lIy~yaw-.m_lllOllthfor
, ......-"'1
.'
U_8OIMlyor"*">a~
CIoalnsr)'our-In..I8oIo!lot,_dlaaovoryof8lly
_or__aaMty. Whonyou_
mlaaIng. -.or_-. ..._........._.d
thalony-~=-_CllI'.....'do.dl>\'
~or 8llIMIybe-.lfyou_
1lIIa_...--ond_to_,..,..__wo
_notllollalllatoyouror~lo-.on 110_
duo to """"'- 8dMly_... _ _ you to
IncIomnfI\' UO for ony ...... "" Inour 881l181J;
lJmJtIng yaw '-'onelnl - .~ wIlh UI to IonlIIno
~CordI..'ar~~"GDIWIIID~_~be
InIoicopIod wIIhout_ or-.on:
1IaInlaInJng-----aIgrllIIur8-
1o~-III)'_.thorbod...ot__.
1-'; onychocbllIIIl_to__ orr..v-.
Pnlcaullorio ~ wIIhout &m-. oolng 0 __
_ontlnl< lo_lIUlyour_. matdng.....tho
numorloand__lIl8lohanclore_.ond
mallngauro_... 00_ or_ _In 1he body or
Iho Ina__ _ aillglna _Ill be_.
In.-" from limo Iolflno... ""1'...... -_and
_1hoI...doalgnodlD_____
-_10_ -noPR>Cb:lor_w111llollOllll>lotoly
-. we b-., IIlolthe P'\>dUdo end _ WWIll81_'
w1U-lIIollkollhcodlllol_lypooot&allll__wlII
be poId _yaw_ You _III8lWI"'" l'aI to Impiamonf
any or__"''''-'orJOUf8lItololow_end
-- nil. I8bIoftlryaur_""""","",,
you will b. produd8dfrom ~ 8IIy _ __ ualor
poyIng my lIIl8lGlOIIzod. a!IonId, _ or 0Ih0r ftouduIant 110m
Ih8I auch ptC><Ilo:t, -. "'--doa/gnodto_or
d8lor, ondWllwlllnol borequbadlo_ your_or
~ hove onyll8bll\rforpoylng OUch IIema.
13. STATEIIENTa. Your __ will be maIed -.thIy. 'lUIl1olIy or
8MU8Iy. dllllOndlhgonlholypoo 01_11Io --)<lU
hove wIlh Ill, end IMIlnduclo the _rata ond 8IrocIIvo yfaId
1or""'~~~_~InIhol___~wIU_
"",r-.IIlIho___rorlOUln_-..
-WOhow_toJlRlViclo_'_"oIlIc:lronlcaIy.lfyou
_1o"--'_"'_IDI_~-,you_atiI
-for--__oIlIlo_
ancI... UmeJy '"IlOI\i1g ri ony JIIVbIomo or_
1I"~""ou!Bnedb8law.V~__ ,1I-lIr,.=:-_
=~~~.d>...... ~:.!i!~:&:f=:""~~~~-;;:
=~~~..~~~." ~!:11~~:-::
~~~-~~~.:;.~S.~~
=~:w.a.rUDUK_.b..l t u_.llany~1s
_10..-... oton "--t-. ...moy.....
~...l '-''''''you.'''''forol_a_atllbe
_81'''-'''''_01__10
""'.. "''''''_doto lhaI_ or_ "- -. PfnIod
on your-...m, ~ _"'_ end Iho Ilomapafd or
IlIo ~......dIUn _to 1iIDw)'OU to -..bIy idonlIr\Ilho
-paid.
Your_wIIIllo-""Io___byYllUftvo
(5)-doyaanor..d8Ia. Y...... _forlllllll\ofllg
U8~ryoudonot_l'OUf__.~ ryoudOnol
"'-- -oraoplooof_choicD....you
--ID-NowtUl1DVf,_oryou -aoploo
or-chocbwlhonlllglbla"-Ih8__or
18g1b1a.......w11 bo_toYWwill\ln 8___
)OII'-_llIotaulllclonily~lIla_
-'Y"'_IoP"l'Iho~_""-for
..-gand~,,__
14. RElllEW'ClP ACCOUNT STATEIII!NT8. You.... In... boot_
to - llorgod, \In8IIlhorIzod or "*"'II t/gnature or
~o_a!IanItIon,.-.gor_dopooa,
IIlogIblo "'- or ony -..... ordlooropoinay ~ loo chock.
dopooitct__or_onbyto --1borafora,
YOU_lDllIInlIuiyand/llOlllplly_)OII' -'8nd
- -(11)011 --to-.Ihontl.....you,
or 8 party doo/grudod I>\' IOU. _ thorn. ryou _1hoI on
unaullorlzod _ hoa_1Unda fIom__~ IlIot
one or..... ~oro nol_onyour-..",... ctl10t
Ih8nlIa 811y0lh0r b1l8of .....ordlocrllpoilcy In your _10.
......14
you-nolItt"lInmodIoleI,r. Tho__Ila_
- -l'OU nolIIY UOIlR>ll;lC/y after raco/pI otllla_~
lIN<rfpIIon ollila c:ancoIod _ orlho dl_ ~ or
olIarony..........._or~__boon
"'ooovorod,...._ -......
. /fYOUdonot_llIId~'bgad. _ormlulng
I9mtura. iDegIbl. ",-or"" __ PIORII>Iy _... __or
-"-)'OIII'_._lIa__Iad__1o
' you, you - not 10 -lIgO/noIuo (01 any forvad.llIlOUIIllxlzed
ormlulng algnaIun, or-. .__. -baoauoa 01
"'''''''''10 ~1IIld _Iha _. '"'" (b) anytbJgad.
_or~oIgnabnor~bylll'__lllolu",
an II8rne WI piIJd dIr)'DU have hBd. n tunal*, perfad or he (not
..Iv 1o_-dOj1Ilkl_Illa-....ntOllll1lllntogor.-g
loIbf) Iha IlnIIorgad. __ or mIaoIrIg IIonoIura or_ but
W boforaWW__a1Iha__,....III.""""
-OjlpUoo,bulYOU"_loprowll1alww_1o _
ordInary....In....1ha 10m In _ and 1hoI_"""
~OllIlIr6utDdIo""''''''''''Iha_wIIbo_
~UO-""'_Io_"'__1ll '
-..-ry....~IoIhoIooo.1n 1Ilot-...1Ild..
dJadooad"'-lnlllla~wa__IIIld_
- by ---.......1IIld cIo nolvllulllly.....1no orVlllll'y
algnotuia.... - or__. You_lhalwado not fall 10
-DrlInary...--""'_....._~.
yOU.... _lhaIwe dO not 10II kl_ ordinary.... Iflho_
-Iorgad or_.. davorIy(.. by _... 01.
-'-;Il/loIocopy-._llqIliplNntor
olho......IIIIat.___noId_lI1alo/;olyor
III18raUon.
'I)'OU_not-IIIld_.IDIvod.lIIWIUIIlorlzador
II1IaTng IIgran II' 1Illdonlomont,. -. --. . mIaoing or
-llopooIt.8logIbIo",-orany-"""'or_o,-~,
roIaIing 10. -'dopooIIor-_or_antrylo)'Olll'
~:~ --Iml/lIldOj1loltho_"'_lhaflrol_,
fj ~ DlIIlIoIningorl8lladlllg/orlhal___or_1
, 1hoa_-_loyouor___Io_
~ ~) you - not eo _1Ilot _ agaInot... Thlo ~day
lIndlaIlon_prIod/r.....lhapnNfolonaln""'__
. ancIoppIIao_a1_ornotyou or..._
ordInary...- _1o""'1Iom1n _ (orlta paymena~ II1a
-.........oIlho_..._.__(or_
- -~or_.IPYDUFAIL'I'ODI8COVllRAND
REPOIITTHOE ORANY01IlEIl ERIlOR8 OR IlI8CREPANClEB
WITHIN me FDR1Y (40) DAY PERIOD, YOU LOSE ANY -\NIl AU.
RlGHT8 YDU ilAY HAVE TO A8EIIT TIlE ERRDR OR
DlSCR&PAIICY AGAINST us.
15. 8TOPPAYIIENT.YOUmoy......loolopP8)'lllanl..__.
' "--lhoIwa_nolpo/lfor_. YOUIl1llOlIoll..
..-_oIlIIatlllKllc,__._of-._
IIIldlhaftdl-numbaronwhEhala_ror..lobe_1o
Inter. aIDp PRYm8nl1t tile L'~H...zk"I)IOU gIye UlIa not t::am:ld tlt If
you dO not give UO__Inl.......u... ___ilia
c:heck. we wII not be r-r ~ ~ I. ere not BbII tg <<ffact!he IIDp
ooymllll.w....._ber..., -....'''''nol_101donlllr
Iha_-_you__mora___
-"---,'l'OU_your_by
-orlnany-___noIPR1lbJO. MJCR.
---...Iha-'wawllbe..-Io_
IIlotYOlrolllp _wtII be hanOIad. You"""" _10 hold
"--""be..-Iohonor....,__
- you -tTnloIylllld CIlllalIlIrplocod Dn)'Olll'_wIIh no
MlCRonoocft.d -number. W.__Io. r """" perfod
oflme wIlhJn - klllc/ily... tmpID)>laO _ you S/IWt... atop
llOYIIlllnlonl... For_olfl1laAglaa...lIIl\,.-,-,,_
-.....IIIaIllld"'tha_day~""'day.._
thaotop _onfor.... p/oood. M_. WW ""'nolobllgalad
to___f..pay._....._lIIldtlmoly
oIIlp-"''''l'OUora_loclomo._lholl'lO_llDl
---,DliIIgoIodlopaylha_lnlhal_you
ohouJcl bo_..... atop......_ nol_ youtil_
~on._Ihat-__".hddoiJ.d'"
-.....----PIIYfnIl._.....
_1IIld l!moIrotop __. you _ "''''''''10 UO Blor
., -""*IIglIInot""'_or_holdorortha _llIId 10
..........lIlYlogoJ_ -OgaInotIllol__on.Arry
-.......--Io__agoInIIlha_moy
give. _ or.., - ...... 01. atop __.SIop po_
-...-.........-....-.OI'IIlon"l'..........not
P8ImItled.'I..-___or__ha
.~ lRav03)
-loot, -. or de...".... you _ _. dlloA_ or
Iooollld_lIIId_lho_bo~ThaIloric
--rr.thall'>UwdMlaly(al)dOj1I(or_._
--by..., -- -gyourclolm.onclwolIIII
noIbe_kll'OUfoud1 -Io_pforlo~oftha
rrlooty (al)daya(or-.Jpl of bond, fllJlPlcol>le).llIap_
--....--I..""""forllbcl8l__
you ~ .langarporlod 01__ JlIodng ilia atop
-order. Thalaalor""'R*lll_la_1ll1ha
~uIo 01_ You..., _.otop --brcolllng
orWllllrlg "prforlothollllplrlollanorllla-.gotop_
onIor.Az1 0lIdIIlaud lea _lIppIyfortha~ I*Iod.'JIllI
place. atop- -.)'OIl _10 P81arotop__
lIIld"'hoId..11ormJao Inm....._ __ _by...
nctudov 0lI' Idtomey:a" - 1 ~ .... _In .- - &... Yriih OW
_10 P81 Iho IIIoppad _. We WIll notba _10 you lor
lIIy_or~damogao.
16. Ill!TDFF AND RClIMY 1NTEREIrr.".." pIodga or ~oo1lIIll
"'CIlIIIIId -_foracurlly_'_ouIljoct
10 ...rlghtal__ acurIIy _ fl'OU__uo
_...~. -. /udgmonI clobIor or_.
~1IIy~_to.___aaquhlIby
Ill, llIllI a bocom8s due, we _ tile right undor tho low (0llII0cl
~ and IIlllIor 1Il1o ~ (by whIoh l'OU glint .. .
oaody InIorIllIIIn your ~ aI do9oolIlIIld _ depooit
-l klllO.tIle fIlOIloy IIum your-eoP811he -. We
..., _ilia """""'10 P81 Iha _..... W Iha --_b
In IIllnlorlllllponllilyor... dJahonor of-" In "'" _ a1.
~orjoTnt-"'_pon.orjoTnt__
thai... _ ... tho ......,. '" _ TndMduoI-.mo 10 NlII1Y
IIll' .... oI_ln<IIvIcluallllllgaaora We ..., ... Ill. ......,. f
('1 you ora · joInt_ot ilia _ DIld (b) you alllll
IndelJJacIIo uolllld (c)lha_ la_to.. by_ /<*11
ownar.SIrnIIalIy.__or/Dlnl__IhaI......,
-'''''-1n-1nd!vIduaI_1000ll0lY~1n
ilia join! _ or -..nip _ The -.tIy_
gnmtlId by """1\gnI......1 II _1IIld 10 Tn _ "'_
right "'''101. To IJ\e -IIIIY of"'" luncJa.to be__
BntftIed to any exemptfon from 1IXBClUUan, _. .H. '.,_.~
~-"'-logaIor__lfncIu<IIng.
-~. any _ Saclllrllo. "'I'll .._.1Id -..,
Inccme. v",",- or - _ or'" __~ IIIen, 10 fha
_m - _ by Iow.l'OU "-Y~.
llIIlnndvolylllld~___lOldllO 10
our--_lundo"conIomp_by1hJa~_
ReguIofory-raqub_Io~__
m1u81l,...._,11II'I'8rIG8m8nI wIh Ihefr "'. ..Brl.1n lUdIa c.h
_n1-.r.-..Iha_andlJa........_(o.g..
...........1IIld -"1ncMfng. _ CllI1lI81y)IIIat......
-~lIIld_thIIt"for__logoIanfIIy.
_10 -- Boy _ COlOtomor'o -WIDbo honoracI
by....Icng..Iha_~or_~ . _'.DIld"
----.nat___ -ilY'
17. NOTICa.,r - -'L::;:!-'--:"~~~~~::. CJ)
~=::~!~ I' lhll. M.d~~~.h1..~_: : \LV
~'~~J~~.~~ }.~IID1,::rJ#~~~~-jn_l I
.- ._-'" ""1"_1,...1.4 _
"'~~~~\!'>~r-:'':;::--::~:'}'=- '
~;~~-:::::~~..... I 1. =
;:~:.t..:'u "Cl""'.;;:j~~~ "f'__~. ,,:2~L.~
t:.::;:~~~ ~~ ~ '_~~"~;" cf!)
...... . om. ill '1I"-::::f ~
. -:;;~'~~i~..I~:~~,~~~
~I~'~~;,",~~=-~~=:.(i. r
'19. IlEPORIJNa'NFOllIIAlIOILWe_lhor\llllto___
obClllfyour_IoIlly_"'POI1Ing_orlo...,..,.to
.......l'OUgIya.....__.w___
tnInucUon IInd e~k..._InL.,.-6,.. """ aftIIIata wntm
~Cco)>orab,(..g..__8llnIc,_~.
W_SeourIIIoo,Jno.W_~Ccrr>crIIIcn.""1
tImlugh. ..-1Itomustion _ WechoVIo 10 _ by ilia
FlIIrClodl~AolIo "'- ony-_r.l~........
lllnllClgW-.-.W_WlD__"""'oIIlor
InIormotlcn"wIUllllynDlHllilolod -_forllllY......._
...._oJrarolIy_IrIIh1a~d.
_80114
SIIoling 0I"ohr1nronnoilan"_ ~ _ con be IlIICl
10 Impmo our......... to_ _, you moy Opt CNl 01.....
Ihoringwllh --.In_todoSOoendyournomo.
_(laft_on,..,_oloIomontj._1IalIIlIIly
, IllIIIlbaror tsx JO. IIfophor>o _. and _ """and IlUIlborto:
. WocIuMo, P.D. Box t17Z8,
-.. VAZfOZZ.1m.
/Y...._muatbo _ In. _ eIMIIapollllllhould nOl
bo_lnllllV___........dt._)_noI8tha1
--hu"'rIahIlo__notlDohora
Ai.."......, ClI1erIhan Iranuc80n C1t~':IlU"",_If4.I.~1 &bout
Ullmwllh 1lI-' EocII_.1noIudno 8Id1jo1n1_,
moy HpIIIIoly _..... thai bIo or Ilet'aihor l,b,..oodfoo{ noI
bo____.Cuslo.,_.__1IBt
-1nIDtmotIoii" nol bollln!:llllll)''''''' ...,lorft...._.......1IIlI
moynolllo 10 Ior_ -'lnCblIngjalnt__ WI
wII_ony__1I quIcldyll~ You
...-......_or__agafrIIi__
-8UIlIdonI1undo1ll1llon IYIiIab/o. .
20. ~-NTa.'youloll1onoIIIylltln
WIb1g DlIlI)' 1Ihongo"}OUt' cumIIll moiling _ or you foIIlD
. ufIIIzo)'CNrIlClDOUllf;,.,."._ondde!>asllomoybo_
. dOll1lllllor""", -..ct_. CllIbIIn period 01_ Donnonl
-moybolli>joolto__cIlorgooC_lD
-Impoood on - _~ ond _ dIorgIImoylilO bo
Imposed on., ~nto _... be -.... Accounlo filii...
- IDbolllondanodwlllbo_totlio_Dl_Jaat
--In-\'CII'lCCCNnlll_ln_
willi Ipp/IcIbIo low.
Zt. PLACElENTOFIINDORIEII&lIT8 W"'" iIIuI'_1IIol
. -'--'~"ldo._,,"oIloor__on
. ..._oIl1lo__oIlIlo....~tl!o_,.."
1I1oIlolJllgodgo"'lhochoclr,thol_couldlloo_wfIh
__II by bonb and COUll doloya In retumIrv lhe_
SIrnIlIrI)',.,..or.prIor____.~or
-1Il_1D._fOr~MIIcb"""'_,_.1I
_0/""'_ -!no tllolnchoo,..,,1I1oIrslJnoedgool.
c!ledc.thol-___wllh_lIby_
and _-,.In NlumlngIll8 -. ~ (0)"",_
. ...WlUnotbollablolol""'__on lIm)'Ol/dopoolln_
_11- Illerlho Imoaot byopp_ ""'111110 de!oyln
lIMnIng 1Il.1lom b..- by mortIngo on Illo IlIm In IIIo'PI<O .
, _tor"., dopooiIo., bonk'o .............llllot WII8 modo by
. you or. prIor-...; and (b) l'OU Indemrlly ond hold US """""'""
' tomonyandlll_._._end_(inc:IudIng.
-1ImIImbt,~'__ond"'_DI
1IIIgofton)lIIolwemoylnourll..-ft 0I11l1101o....... 01._
-by._band,prinIIng._or__Dn .
..._DlllIlV-_DIIordopaojlodlo__1Ilot .
- _Iho - -.cling tllo _ fIom 1111 hlIIng.oI
1110_ TIlItralIIngldgolslllololl_DlIIlo__
~.tomlho""'"
zz. STAL&, TlIIIl.oATal AND POsToOATt!D ITEIIa. \Yo _ tho
, _-lDpoyorID_ony__(lo"._thalIs
lllDIIlIlonollt(6)-DkII\lllDll_IDUl.Our_
~oq1IIpmont"lI18hI8ID_~_ (te..
--.g lhollhoyll8natvdd _. _dolo or boI<>nd..
__Dltillll~ tw. roouIt, you _lIIolwewllnotbo_
to you IordwgJno """'''-'''1_ tho _or peIIod _ on on
-JII'>PIIly~-"--Ind"'Iurther_
IhoI we... noI bound by BnY-_ or_ you moy piece
onerryllom _Ibr"""",",,~your_ Wonylllm
hot not boon po/d""" tho_you wonI,YOU_IhoI__
-.. _~Istoploao.llDp_order...
-- heroin. SImIIorly. our -~oquipInontconnot
-. pook!otod -(Lo.,. - boIItng. -_1Ilon1llo
---).~.IoIlDl""'".,_ododlhol)Oll1louo
--II.IllIIIlI",,,IlI,d._lndyou_tholwo
IlInol"'l -tordlorl1ng__boforoi!lllnd_
-
on a properly pey&bIe but polt ... . chec:k.
D. NIGIIt' IlEPllIITORY 8EllVlCE8. W l'OU _ 10... ow nlgllt
depoaJIory oem-, Iho ....._try us 01 on -..- nl;/lt
~bog-IlIDDfl1onl1,""__IIld_Dl_.
. bog.lIO..bjooIlo 1110 IaIIcwJno .......1lllI_:
A. You 1IloII_ by 1Igr/ng. NighllleposftAQm8lnent fIlII}'DlI
wIII_ hold bogo ond 1110 Bonk wII not _Iho depooft(.)
unIJI_ oIyru_ ogonlIhu _Iorlho bag(.~
......_..)
TIll bog(.) 011I onJy bo _10 IIlIlllfhodml ~ Ihat
hlllIgnodlllo Nighlllopoojt~
B. You moy _ ond pIdt up Iho dopooJI bog by..........
_,or by_dooIgneo, orbyony __or
omployoo.AlIUd1 -or-"'Il.__bo
_lobo__
Co Eschn/glll~bogll_DldeIMwy..."'__.
dePDOIl1lclrol~doIOrtbIng IIlo DIIh, _ ondIor
---In1l1obogllld_,........your_
end IIlo _oftho_lo_ "''''''_tho
dopooII, ondl_ bo-..ly _. W. _ tho rfuht.
lnour-~Io_ID_lIlobogor_
onydopooll.tho bog _1llIn or~ wIIh In ony
W8Y. W.wlllPI\III1pII)'~__"'__..
_tho bog. We oIioU not bo doomed to _ r' Ion
"'the boa orony _.... _ roIuood 10 Ior:optor
_tho bog _10 IIIb Jlll8grlph.ond we _ _ .
no hbIliIy 10 you Wwe_1o _ tho bog.
D. YoumaydeDvar.nIglddopcollboglnloournightcle/lDlllory
feclllly ot Ill)' hour 0I11lo cloy or night. whother or not we ...
Djl8nlbr_ YOUwll__....___todllvd
.-pi 01. k8ythol__ night dopooIIDty 1IcID\y.
- key boIongo 10 ut_ mUllbo _...'" upon
tennfndOn of)lOUr rtgN to UBe!he ~ d l) ILzl8dIiIr or
upon ourdomond. YOIIII'OIy not_ony __ or
1IlIIly1oIllOllIlVkey_......or_ony_
-orlllllylomoJoa_"'ourn/glll~fIDIIIly
willi ony IUDh Iloy. WI 1hoII_ bogo 110m 11Io night
."l . ., _ot_......cloyon_doy.......
open tor_ 'I1I8_~romovIng IIl8 bog or
-Bonkom'*"""_..,..,lhobogand_".,
-nIolnlCllDRlonoowllll""'-h E. We moy_
onyn/gllldoJXlllloryllomlrlrom _otony__
-.
E. You henlby_1It 10_ _1lIgjIt dePDOIl bog ond
d8poeIt.... cant8nbl1o your rI&al_ ~ acoomII with UI.
We-_lho_oIl1lobogInA ""'_wIlhour
normaI~_WlwIIIl1DllIy_upon
~:.~=~~
_lIlD"'lIlloUlIa_.Wewlll-.uy
_'Ion _ ond -..... -..In... bog II
-onlllodopcoll_~to___
1InoI._ NobvIII>.dl.odnvlll8lDn1go1ng, __not
bo _Ioraponlna or naI ~!he bog.
F. You _"II noIIlJng1lo1ll be pioeod ill. night depOIII bog
ll2ll8pI""""",_IlId_Ib__
~._...I'niperty''''bop/ladlntho_101ho
n/gIII"",,""lio~IocIIIlr"""_In'I"DPIlIY_
or_bo~ Tho_Dl1I1on/glll.... - .,IocIIIIy_bo
III JIU' 8018 r1IIc. You IIgI'Iethall1ellh8rwa nor any or our
__bo_torlllY_Dt~_
bylUU fnlho... DllIlonlght~IlIcIIllywl1Ic1l_
from. _ _DlIho 1'odlIIy. tom on lDIot_,
110m tho Ir-*Y.,... _10 1'ftlIIOIIy_1IIofIdIIlI. or
lIom_orvondohmorlllllDlDuo__......1ooo
or domogo b _ t., our ~ nogIVonoo Dt kdl........
riIoonduot.
G. Prtor 10 1IIe _Ipl ODd""pfonco Dltho _ DI,.,.,
nIgI1\ dopooII..... by "'Ia. 110-' tho -....rp-.
)'Ol/ llnd '" II to II Pnlporty _ In 11Io nIgI1\ dIlpooitooy
fIlcIIIty _bo lholDl_IndboJloool_ "'-'Y. end
... - bo _10,.. noIlalll_"'_ Prapiwty,
bulonlylDrlholdegroool_ __ ",. ___
htlIIIng 11Io OUIIDdyoflho PIDllIIIYoI_ Ho_
------..youondUl_
_Ioonyanh,-or___fnlllo
bouUllllJwe___IIld_".,_
"'tho .........--. -1Il8_1o,.,.,_
IIld, In lho -oI_i1ImI, _we_1InIIIy
_Iho _or 110m. WI IIloII nol bo _Iorony oct
-by.... nor...,-.._ clomogOlor
....HIlIIIIngIllon>lnlm;W_lDtb_byllt
P\II'IUII1llD~_ororol._....
IIUDnobIylll1<llngoodl'lllh_lobo)'Ol/l'l.Jn IID_
-we bo IIobIo lor -'l:DIIIIqUontIo/ lll8mp/&lyor
pIIllIMJdomogoo, ........___"'_
JlOISIbIIIly.
.....70/,.
H. TIle rlghllo un 8 nIgI1l dopooI bag may be _ by.. on
18VGIlt) two (72) hoIn ROb DiverI oraIfy myou or your
_....by--_toYDUTIaaI-.aI-.
onourbookl. Wa_lllarlahlto --laalorllla UI8
Dfaurnlght... r ,n~ :rWVlcel. Such lead be 1n_!rIg
wm.Bantpol1c:yand_ilnlha_Dl"-and
F_A'IlllIIIIlIIyIor~-'_at81fy
-_and_IllPbIllo..._
24. COURll!R BAG RI!1'IUVALAND 1II!l.IVERY.lf you _to_ ony
nlghtdopool bao_or_ by olhlrd porty_ you
-_bdo....-..._DlIhIo~....heII
IlDlbe,",~ .- ror_.4....lIlaadlorilyollllap&roon(.lor
8IlIIIypulJlDltlngtobe___....lofI..~tollla
DDIIIrory- n IhIoAoroomont ...-.... you heroby
Indomnily. -. and hoId__and-'orJlo-.
~'-'~,--'and_(lD1lla1ulloot
-perm/llad." lIw)frarnand..-any and 11I_.
damando.1alnIdIt, DDIla, _ -....... DbIIQdIb...
lIabIDUao, -.~ _.and_.....lncMlrng
InIaraot, panalIIaa and -..._ r... and DDIla,-..
dlrocI,lndIraol._.In_oratanyllma_lIral
1h'-mar-or..-...lhatmar8r1oaDUlol. raaullfrarnor
_fo\'Clll'lhIrdportyavantorony_...llIllIIyJlUlPDlllngto be
)'OUl'lIlI1d perIy _1lIlriovIng. doIIvaI!no and/or -.g DUIIody 01
any night dapooft bag.
25. 'lREA8URV 8ERV1C1!a." you wIoh to ulIIza our -.y IlIlnIcoa,
, --_and...or--'ry_818o<dljaattolha
fomlo___ b6Iow. Thol>aaoury_ara
mora fully __ n ilia AutomaIod Cloarlng Houta Tanna and
CancIIIIoOo ond - _llooaIptIan(Olpnwfdad by UI. boIIt
InilIaDy and at any_ "-. You _Ihat r any Ianno and
condlIkmo ollila _ Dooaf,4loo~.I_ -.AIh ilia terms 01
IhfllAgraamom.IIIa Ianno and _ 0I111a_
DaatrfpIIon(o) - _. We may cIIanga our Dperatb...
_woo -lIlI1endngfblaAclnomont, upon _ to)'Oll.
W. _tte right b modII1ll1ln1coa, IIqVlro minimum boIanCao or
1lllaIlly....__lnoursoJa_cIIcr8tioo In
ttell\llll1lllralYOU_orfollb_lllI)'~orlh/a
~or__O_IlhangeIn__
- .
. A. Da_oo.InOll'ODIo_. "'-_Illa
. adequacy 01 tha dooIrn.ullo and InoInnnanIa and we may
delay ilia fmIor...~,oIl.IIon oItha -.y........ you mar
orIDr 10 the raooIpl ollldacp-. doo.o._Il> and InoIrumanla. You
... prompIIy IlDIII\o DilrTMItDy-. _ nwrltlng 0/
...-"-...daotjoJnoorll_ iJlIIa
-.-.andwlllllDlllllllY_ond_MW
-...."". ..mayba_ byllLlIn1lIaudI_
doc:umo........ II ac:bIaIIy_ by.. _WI_had 8 ..
",-Be ~ 1Ime to lUllhnon. we IhsD not be liable for any
--bv..ln_upon 1ldollng.............II... and
...U.....b...lL... We r&aerlB1ho Jtght~to I'eqUeaI" and you
aor-Io PRMd8 upon our ruqU88t" fInancIaIttali .....Ib and
ottter~..4.,...lft8yf8ellm!l_.......,..bcb.Jncor t. ..tL..
of nriwI tI8aIury or aI1Ir... ~ - .., IIlMceI )IOU aaIc U8 to
_or_provIc!Ingfoyou.
B. a_ rYOUIll-.llngIhlo__,lon_oI
aapanda_or_..._wbd_or__..
wauaaan___.you hanby___
to.. that you tlaw nIClaMId proper euthOltc.dlt.J or J)OWBrI of
alIon1eyfrom_oI___ _ __ or
IUboidIartao and _ you _ Ulpowor and aulhortIy to bind
--IDIIIa_alfblaAgraa....L
C. T......-.. ElIheryou ";Wlmar_1lla opeoI1Iod
'--
byghma ilia -perlyal-ll1IrW(30) dlI\'I Prior_
_. Howowr. we may_IlIB1l8DlftodI>aaoury
H",,"'~. andwa _be antiIIed loonylllr18C!y
_10 UI at IN or oqully. W(tlllDUloI b_18ll'
- '" UI undar any DbIgatIDn _ dua, or(Z) l/DU_
-- Undorony law Iorlha PftIloctIon oI_unabl_b
pay -- oryou ollm.._... any JIIllOO8dIng n bonluuotcy
or.... _ be lied 1Q8Inall/DU. or (3) any IoIIuII or _ by
l/DU --"undar 1llI)'00)'OUl'obIIgaIIcino to... or (4)VOO
............._lhallllnap_.or_thalanno
.... 1.1IIgB of IN SeMoe ....u.: 1tAfa,.... Pl'OYkIId by U8, at vIoIatsI
onylaw:or(6)---.atllll)'.....lnlha_
ol--__lIIatwa....__
_to)'OU1'-......._wm.IIIa_oIlh1a
-_OS)
.
.
AclIIomantoryour......... _. n 1IIa_0I
lorminatlon, Ior-.._....... and I'aao...., by
)lDUIoUS.lballbvtmme... ~idUland~ (5JJ
D. Indonm"f II JII; LImIIaIIon of ~ IndanriIy and
hold.... our_.~_Bnd _ 11-..,_
any and aU Ioo8M or _ or..._ orlatng Ift__
....1ha-.ry_pnMdadundarlhlo~
"""Pl'--' and_(\IlDIIldIrcj-..,..
--r...and-larlolngoulolllla_nogDr. _
or-__oItha_orlla~ V"'1IIrIhor
agree to lndemnJfy end hol:f..... DUratncera. .....,&.lDel and
_1o__lllI)'andaD_or_oIl11l'_
lII!IJnooulol__or_lngoodlallhbyUlIn
----toml'O</.Wa_noIbe
1I......-orlablaltlr_......-.orany_llIllIIy
(noI_ "'-1XllIInll) InclIdJng, -lImIIaIIoIl.any
--llonkor~or_laclDly.
EVEN II' LIABUrY 18 E8TABLI8HED FORACIUAI.
. DAMAGES,,, NO EVlIHT 8HALL we OR VIllI B& UA8Ul 'Ill
l1IIl OtHER FOR SPECIAl.. CONsEQ\lEll'nAL DR PIRIInVE
DAMAGES_NO OUT OF OR IN CONIIEl:'noNWlTHlHE
FURNI8H1NC/, PERI'ORIIANCII OR UB! OJ' THe l1II!A8URV
8ERV1C!11 PIIOVIllED UNDER TI08 AllReBIIENT, _IF WE
OR YOU IfAVE BEEN ADYI8EIl OF TH! P088I8lUrt OF 81lC11
DAMAGeS. The IImItdana end -""tIll ..In Ods PMV8Ph
IIhoII apply 10 aD -. ollYBry kind. natura and lIMatpIbn
-1lIIoJno""'" - oI_lnId, braadI oIWM11n1r.
nogI- orolharlDrl, and -......... "'" 1onnInotk., 0I1h1a
~andany apJlIoabIo T__1\QIIOmanl.
E. ~!'no"" llalaotIon_ You
-1Id\o.lhatwe_d~andlll8da_fo
10U IIIaouIY_daaIgnod fo_"", -_1l1al8
filwduJant, UIIIIIlhorImd or _ thode orotharllomwll be
paid. You alIlo ",*,~.oladga lhallollull b ullIza thaaalllooury
_oouldmot>., dl"IIy"""-lIIalllla_lI1aIo
huduIont, U_or_thode orDfharlam may
~ be paid out of)<llr8DDounl. You_lhatryou/al
10 Implomanfllll)'o/thaaa _ or.......... or you 101 to
-_andalher_ -Itlrrourlldoulllr
~YOU'Olllbe_lI'Dm-.Jngany_
~~~~ony....-.-._or
-- ............._SUCh JIfOdutl, -. or_
wu doalgnad 10 _.. daIsi.lhal we wIIJ noI be raqu&ad 10
IHIBdll'Oll'_or___1llI)'1IobIIny1or1lO)Vlg
--
28. TIllE DEPll8In. Altha 8onk'o DpIIon, _ dapoaIla may be Isouad
. In ilia Ionn of 8 C8rli!Icato of llopooIl (no Iongor Joouad~ .--.
orO-~lorwNohno_II_Onlllalnltlalor
::~~~(Ior data,)'OUmayPlBHnlyourJlRlparly
_.~ """"""""""CartI__1uuod).
,... --. orllan '1ID81J>l1Dnn (far_to wIIh no
-lnuad)at--__l/OUwllIbe~...
_clue. TIle-........._d)aUr........
W.-c!epooJt-laloator-..,.u.W8lllUalbe_
~~~~::==~~~811
and hao nol bean plodgod or a.Ignad. we... clooathtt _ .
and_a TImI Dapooa ~ To ilia _lllqllbd bbagln
Il1arunnlngollllalOjlplloab/o_oIlJm1tat1ons.)'DUWllJbe
doomodbh"'dan___oIany_~...._
notaulomalJcally _lor _ tonn on ilia Stll day__
....maUlIydala. .
A. Radomplloo. We may _ilia TImIllapooIt an Iha _1 or
Illy -- -..,. data, and ....mar_1llaluriIy
U,..,-lnthe_oIl!lDrlOy-Uto.... oppIyIngllla
~ - ogaInotlUCh OIlOgaIIonL
B. -..., . .~ We_lIIodaly-"'-""1o
-_an__ThIl__.dalIy
- rata 10 ilia IodgorbaJonoalll ___day
and 10 1llI)''''-}'DlIlIa_lhathaa IlDl boon_to
-- TIle daIy _18 113811 (or 1138l11n _ ioIjl roar)
D/Iho _lido. "'-11_ 8lllofioquoinoy
_011 the Rala ~pnMdadll'Dmllla"llOl'lna
daIa. _18 paid _ilia data of dopooi!lhlllUgh the day
"""'10... maUlIy dati.... bagIna 10 -......1IIa buoIJ-.
day you d.,...a -_. ThaAnnuat _.... VIoId
(AP't)-lhat-WllJ......ond.,...aforlllallnn
oIl11a_A'8Ilh4......oIrn-.'OlII_-.q..
1_1I_lno ","_wllltllla_oIIloTlml
..........
llopodR8o:oiPl_fatte_.
c. --. Tho....._larjOUrdepoolllo_
-"-Ihe -ot.........lhetypo 01 JIIOCIuat, and II1e
farm_....... ~for8lap Rata COa, Ilia ....."""10
ftladforlhotanndtho _
~ 1nl8not.1f__GIIheImlo or~,
-lnl8IMt may be WIIhcInnm at "'- (lIPIdIIod by
--l dwtng the term oltho TIme Depoall~ ponaJiy.
MathocIaolkllanlot_lIlllYbe IImIlod.
Eo AlIlomallcodl)o Ilanolnblo TIme 1lopoob.1f"_. - '~J
Renl' rattle" II bdJceted on ~acaxnopenIn; tIoa:lI_., the
. 1oIJowfng-1Ijlp/y:
1. --For_dBpooIt_-.AI1a-.ayol
7~ 31 dayo,)OU haw__ctoyallarlha
I11a1urlly_"-lmda_"",,,,",.Ford
-....clopJaI!........ \'011"" 7 CIIyo_Ihe
rnalurIly_to-lmda_P8IlOIlr. Thlollno
-la~aoa__.
2. ~ ~ 1A1Iaoa_llmedopoolt_1o
- on Iho InIUaI or any lUbooquantlllllurlly daIa or
_1ha--,Iha_wlI~be
-- for a lima period _..tho InIlIaJ term bagming
allha Inlllaf IIIBtlatlydalaorat_ ~""'malIlrIIy
dolo. Tho~"""Ior__larm"'belho
0UII'0IIlIy- rata In _ on Ihe maturIlydala lor the
-JualOlldad.
3. __ofPrlnclpoJ, Ifany~ 10___
tha_ _ and IIa r-..-1n_Wach>vta
-.InIoroatWIII be pofd through 1IIa__ on
1ha_-"""allhalnlerost_ln_onlho
maturIly - '-or. .........WII1 not be pald lor Iho CIIyo
In Iha__ranyollhoPIfncIpo/Ia__lIlCi
noI~at~.
F. WhIDNar of"""_ AI """.. III. prlnclpal" not_,
InIarIot - dumg lIta InItIaf or IlIbaaqueriIlarm maybe
wlIIIdnJwn o.llhouI JlIrRIIIy.
Addllf_~-..daIlOI/la.._,tJmodopoolt
_rot 8181101_ dmfnglho tarmol__
,"-AdlIodIoI'rlaolpot.IfIha__~1ho
InIIIaI or aullaoquanJ tarm 10 noI__ 0'_"_
_on Ihe moturIydalaoraollllln the___1ho
tarm "'*' -.ad, 1 wlI be _ to and modo P8lIollhe
PIfncIpo/-
~ -~V,",__to__
~ UoomlrUnum, dullrvlhelnlllal..."'1~
- fann OI)'OIr_ aolong..1Ila mInIrrUn........
~"_I llmadopollll-oIlhaltypo_on
d_ Tho_-.....wIIbo_.....".
--
0\. "-'Y""--ILIf__ony_l\oJIl...
oloH)'OIrIlme___thornalurl1y-.youmay
be IUbjoot III an 0Ilfy __ ponaly.. doacIt>od_
If Illl/ ol""'lIme dopooIt III wilhllr8Ml_1ho _... any
IU!loaquant maIutI\y -. en oarly wIIhd!OW1d P*>BIlyao_
-wtlIbe~onllla_wtlhdlawil:
~T_ ~W1~
PenaltY
. 7 dtya through
90dtya
.
~
AD Infnat lIIaI
- """"-
-Inllla
.-mty portod.
Amount equal to
90 days' aImJdo
InltrtSt.
385 dtya end Arncunt equal to
-- 180dayo'almple
.' InlBnloi.
: ClonvtrtIble COo "-to. AdcIItIonaIlormalpjlly ID
' ~CO_Alrinlmurnol$I.oooloroquinod"_
' llI1aa:ounL TwoIw 1121_~ CD_maybe
91 dtya through
364 dtya
--..,
COI'MllIod. -alllna\y(9Dl dayWllll/ng P8dod, '"
W-CO-wm..termof....(12l_or
longer. 'rnfv-8lx (38/ ~ ConwtubIe CO _ maybe
_od,allara -WIIIlIng-,lllaWaoho.toco
wIIh.larm or 38 _ or langoi. Tho InIerostnda """ N'Y
onlho_CD,If_,IoIhoInloraat_andN'Y1n
_at lhatllmeforlho__
L. CaUabIa CO Accounto. AddIUonol_ 8IlPIr" ~ CO
^-mto. A II1Inbntan ol SIO.llOO fa roquhd fa _ Iha
- Callable CDAcoouriIo paya_ _ Oflnlonlol
In!ttum lorourrlghtlo.....IhoCO_.ony__
onoY8Orfmm 1110_ oIdopooI. WIhe_1II not-.
1he1nlllal1nlanlot-anlfN'YlIflIIIYforlhelrJlllal_ rlhe
a_fa -, )/OllWOUld_ 110m tho IoIIDM1g Uno
-
Funda may be........., In lIIYf _ __ Clapoot
-altho-lnlraaat_andN>YIn"",,,
Iha_.
Fundtmayrtma/n......COI'llrIllo........... ollho
!arm """.", no Iaoa lIIan tho mrnmun, -18It llI1d
N>Yd~..___
Funda may bo lNIlhcIrawn MlIIout ponajIy.
Willa CD Iocollod, I notfcalnclicatlna Ihocall__bo
- 10 )'OU. Vou haw Ion (10) llIIondar daya fmm 1he
_10 _or --IhoAaldo_peoafty.llno
-- .....!alan, WIt IlI1do _ n Ihe _forlha
rtmalndaror1he_tomIng'-ata -Ihalfa nolaoa
thonttemlnlmum -~ atlho _Iho__
o_.AlJlo/llalurllylhel:allolllsa>lIUIllnlaIJcatJ.._
..a-cowm.Iho_tenn.
M. 8Itp -CD"-a!tL Thelblloalng~_
oppfy 10 Slap Rata CD --... A mInIrnton.-- 01 11.000
lo~to_lho_ ThoInlraaat_In_
_Ihe _fa -"InoIooaad.1ho IoIow/ng
Imna: 183 CIIyo, 3e8 ~lIlCi648daya_... "-
_..-.on_--...."",.MotIhe648th
day.1ho "'-- _ _lIIlllImaIuIIIy. Slap Rata
CO__U__'_-""v.Al
maturity. Slop Rata CO......... _.....,_.. .
-'~18IW/ng2oH!lonlhCO.
rr. IN1ERE8T lIFORMATION.1nIorool w111lo __ end
-.. daIam1Inod by Iho -. PIaoao _10 tho ScnoduIo
or Faoo ond Fundo ~ lor ConInltnlIaI-.,.. for_
on_~and____1'lIr
-.unta _fmm lime to lInIo. Vour_II1IWIII aIoo"-
1ho__ondlho__"",..,ob.g.,yIotd_
Iotlhal~_
28~ ---- I~ UOIiIEY IIARKIT AOcouHT8. You wDf... IXD'
CUrrent &IppQedJIa CIOR.tl_.... JnOnIIy IlWbIt III:IDaUnf hM.t I8bt
r__a ~_ --"olthomlnlmum_
PIoaao _Ioyour~of_
and FundoAYBIIabIIlyforCommooolal-"'Io00nnnn
-- ~ foraornlnv 11Jghar_ or........
28. INTERHAL _lEY IIAIIAGaIaIr AceouImNG. For I89UlaIooy
lIlCillOCOUrl!lrlg..-.~~_WIII_ol
two-..atr OJ -'~onOlltbookl:(1)eII1er.~
boortng (demandl_or.. ~ <I ~'I!JNCW)_
lICaOUrIt.end(2).~marteI~ ..)llNaaAb-
-llI8f18alad..aa/ncift_ror..... ,_,Ioanddally
...oflllUr__fanol_on_D!II mI
bnon-fnlll L..4-b8lll1l'H cMakIng ac:iccuD. On,... I becv'..",
chooIdng-.lhe_lnIoroatrato maybe pofd on both
~Ib -1COunta. and)'OUr perb:IJo ~ 'NIl rtIfIecla Ilngfe
---IageYialdlAl'Y)_
"'-)IOUrdlecldrg__~_a
~-/WhIoh....mayaollllCi~atour
d!acl8tb,1,.. may.....1la>cla _1htI_ to tho
--,,!II ....,..lhooafllldo.._..1l8l'
-- agu.)'OIr 1NctInv_ we aollItranoIir
-lromllla-.ojr_~IO""''''-v_
-upfa.bt(8l_""'-...._lfa_lI1I/lIIor
.....J1todllll,1he-~nlha__Il......_
WOUld be~ /niJlhe "-v D!II . <lllI. ThIo_
maybe___I_llI.
ThIo IntomaI "CCOlO.u... _ boo no _on dally... or
~lot'14
--
yo... BCClXlIII, on '- dlacb.. paid. or on '- B'lt''''''lIatt1vfty otonycourlorlJOlo....._ _. _ hemby_III'"
-..on)'ClUl'__..'L _lllIdcomply-lI,llO_,'-lwao_byIllLYOU
,30. I'OUCy FOR PAYIIIlIITor lNTEREaTox COUEcTI!D 1lA1ANcee. homby_IllIIIaI....""'_ on ,....-lII\)'_......
.' "-bo;Ino"'_on_baorIng~_no_ :::-.....-:~....~=a:::'"
. lhantho--lIoyWl_lworodltrar""'__al_ -_U""'losaJ__",_"",~of
-depadad..,....- W._"-Ior__ onty..._of.)olnI_....,...nllonyfundt.._
. :..~"~~~~~thoth.~...il!t~_~ bo_to""'........."'"'->tlmdato""'.__
--., -~...... --.... _'u ".,._r....lncurlll\)'_InalldJng_~
-""'"""-"*"4_ The-"'In_lloamvdepaolt allornoys' --'In_.wllllony_~
. ._far-""hova__HIo_..ooIlocIod orlogal-_..labJota..In__....,WOIllll)'
baIaJico._lapaldonthonel_af~__ cho/1lo""-lllIdt'eoata_r_or,",,_
lo..lIjlplIcabIo_.. --Illll)'--"-__byau,orwo
.31. :"U::~OIt~~t':'~fa":'r""at =~~~~..=~~~
llc:hoda4a alFtMlllId A__IorCcloi1mon:laJ__ b lllId -.ay~ YOUa9n>othol-... Wlhlrivlt1anc:lal
-tInroraamlng hlghor_ ofloton.ot(moynol be "IlPbhIo -or_III _jIoIr':. IlIlll1d___
InBII~' -your---.W......_wlllllII\)'
-. -"Iafenlncod_III.",Piodlotionor_._ .
tt INTEREIrr_NGACCDWrr LIMITATIONS. Wa.. _ homby_..tolllOOgn/a and honor_ _d_
"_loci..... roguIatIon to _the light CO'" Ior_ (7) dara' 38. POWER 01' AT1llRNEY. V.. _ fa IIIllherIzD lII1lI cllnlcIlII '"
_noIlcobolln"..1Ofthd__Inlm""~ _, "-,-""'andlarlpply'_""dll1lIoI/nqulry,
IICOOII1lla.U---_~Inlm...)'OIIeon _1ImII..to_"""_I1IgCd.....Il.. -..01
---by1Mlllna._mtheIJlPllcolllo0C<ltU1l, 1ho--""ohack,drII!l,or_lnoInlIllontlorthe~
llll<lOpIon - SavIngo -. of__ by.." 01 your_ orlltGlnllpln IlIol on or
13. CDIIMERc1AL MONEY IIARKI!T ACCoUNTTIWIaAcnoN pa)8blo"... your _ iIlcIudJno, butnolllllllloclta, lIlooa
I.IIIITA'IIONI. You Illll)'...... 1lIlIImIled""'-lo1n _Inlm ondcnodfalllo.......ot__,ValL...OI'lr>6kA or__
yourCOlmnordelMano;___r. -.. ror..-cndllof_.....df_~c1.
~-lImIIthlnl_-.....___ _._
Inlmyour-(IncIlldIng__lor___ 39. v."""_.gwcC1Allll8....__oIon..........
by--(IncIudlngonlJrwbanldrvorbIJ_, ---to)'ClUl'_orlllofundtln,...
-)or~(IncludiI'CI-"'_IrInom!ooIon)to8bc ........""mayat....-Ilon_taPllYOUIony_
P<<8IIItan1aoIpadocl, no.....lhan -alwhlch Illll)'bo by a-. "... your_lor. _ -ot...._l1ICllipIoI
drII!l, or cIobll ClI1lI. UlhIo iInll_ -_an.IOgUIsr_, :=.c::.-::;=-":::.:::..:...m-:r-:. a;:...
""wouJcIbaroquhd"'_I'OlII'_ta__nt --otan_or__.WO_noI_~
1hoI_ unliJIlJIad - wrIIng pr!vIogoo. A ""'wtlI be impooad .v ......._
rorna..._durlng.__In_oIlh1o IrnlI (.. fa-....lII1ylldwnacbRn......(.)thecltlrnant_1II
tho 8_ aI -rorh....... 01 "'" Ioo~ W. will ~ lIIo wIIh lIIla=optable bond lndo...dIyiI",.. "lIU1oI.",....lIIl
nurnbatoflhlnl__Ior""'__bnadan"," IIsbOIlIot, -.~......II/ld_lhoIwtmlghl"'CIl'
__of","___.. 1n000.-'wRh_d""'___lllIdlll1y~
dI8honorad -..._ ..... or (b) "'"_ haS ~
. BUSlNEallIA-ACCDUNTTRAII8AcT1oIl UlllTATIONI. You lIIl_raquIrtng Iltta__the __ _1ian1._
--lOllInlItadwlllkll._In_Inlmyou,_ . ot_~.
aa.trvoAc:coud; -. _ladllllll /ll9llIIIlIanoyou _ not .. ....___
-ta....lllor8than 8bc (8) -tnlnofon (indudJng 40. CON. _v'_uooru,~ I1\M)LIIlNBTHEACCOUNT, Wwo
1lltopl:--.-tlaIIO/anr,OIl8IWd~""" ' _on_OI___.IhInI_l1IgIInllng
tranoIIn mad. by -........., lllIddrafto. rthlo -... )'OUI'_.", cIopoolI, fnInarar, _or___
- =- on. rosuIarbaolo, we_ bo roqWad to _ ~~ ~ orc:or&llrlg I(lsIn-.,. or_Inlm
your-and"'__llCCOUIIIlhoI__ --otgne,.,)'OIIherobyflrlll1lfaIllAdl~.._
chadcwrlllngprlvllogao, ViIII.cI...-eononlybellllldobythaoa ""'-"'tndlllllhonor"'___lIIltlllllo_
--by~-- 10-. "'wolllll)'. atOlWdIoonoBon._noItaPllYouI
""Y_""')'OUI'_IlntI...__
3S. CLlEHT FUND 1lAllAGER. Your -_II.1IllIl-/nlaroot -.uon. Inlm.._ or. __. "_1IsbiIty fa
"-Ingohoddno--In__lllllnl<lta_ _. Woll1ll)'-.-lIoIlIIJtyloyou,olooall1o_ond
-- w...not-.;.._...... orln..,,_, ...... ---")'011 and --"-lIIsnoror
1ldIdcy---ta)'ClUl'__orcllonl )'OII1lIld_cIofn1onI...__~.or.._
-. Eadl-_ntwllbo._InIaraot~ lnIolp/qd""'tUndllnlooourt. VOU_fa__lIIlor.."
--_or_boarIng-.g_ ,-._or_"-'a'_~,",""","'
_llIIdby_lnlllt_oI._or_bba~by " "-t'eoaond"'"_dl\lgallon{IDIIlo__
\'OIl ollhotlm._ -.. _ You... roouJrod 10 by law) IhoIwa _... _oIlII\)'d1s_lnvaMnvl'Olll'
-lIIwlthlllo-lIld~r~_oftho ........andyou8ll1llorlza..bdtdUctllllY"""'.....-...
---lIlodJort_lobolllg_Adapooa_ _Inlml'OUr__....._fayou,_
1haI"'-,...._....... and """"""llIIn1bor_. 0bII9ati0n_ OIlY dIopu1a -... _and llOlnvoMns..
-pony-dapad, YQl/~...._doIIooIIsfor _III1lI-""O..........__lIIlII\)'<lIIIFIIIe
-..--... 1~"",",br)W.W1lhclrowioIolnlm. ~_and"-oignor,_jalnt_.or.
--... anlybo _bylllOltranofontng _ta the ___1Ilg lIIl "'-In tho _._..........",
-_BoIor8 --""'-ac:count. you..... .........__on...........,oignor._JoWawnor.or
-""--I8IIlIIInIrvInl'Olll'clIonI..........IIllllo_ .1I11n1--___COtho_lhoI_
- Ul,1n_fa!I1,IIl-tho_ot__ornol...
3$. TRANSl'EROF ACCoIllnaI__NTDF DEI'll8n'& No ocIuaIIy........ _In. diIpuIa.
. -----8InIngo-andCDeoro 41. CIfANGINGnasAGREEIIENr.W....cIIongathe_lorllllY
lIIOlgnabJeonty- ourprtor__ WO...,.In...._ ollllo__lnlllls~....,,_ Wad
' lIIld__,___No ':.__'wlI nolIIy)'Ollwllhln'___lIJ>cIIongaWllllala ~
---.....-_acrlln__ _r....tlansolsnot"',...._.~c" &
31. LEGAl. PIlOCElI8AFPEeTINQ ACCOUNrI. . /ogaI_ ""'" 42. Cll8ToIIER's WAIVER OF NO'IICI!. By aIgn/rv the ___ COnI
.; "on atlW,,,_lI, --'Iovy"'-_orrod",", /ogaI . ""'WllMt.",-alnooll8YlllOnt,dIohonoror_
-('IsgsI pramq") 10 b/llughlIlQU1olYlU_.. may rasonIlrv""__1lld IIlor"""'vodaaalnol_,"-i
-. '" pano!tCor_1inII)wlI4.......or.......,.,. tom,.... _ Far"""""",... """'* IIIaIl'OlI dopooifad___
' -"n11I1l./ogaI_Io_ord~r.. II1d~IIlUl,.....notf8q\llredlDnolIIy_"the
. -.",-...thoI_lobo/ogal__OlII _.
fA322DlCfWr03)
.... 10 0114
43. WAIVER or 1lIGHl'1l BY THe BAHIC. We...... tho JfghIlowolwt ~ otIomoyo,..~ .- roeo end ~ orfoIngOlllortho
tho..Iiol....._4orOllYoftholotmoollhla~...,,_ 'Y_ ~~~~of_tho_~_
loony~or_of__.Any__WIII. au C-~"'-N'_""our ....~..-0IlC!
. not-OlI1rfghtloonfan:oonyOfourrfghlowilh_lo_ ---lIIl\'onddlooaooar_ofOll'fIdnd
CUllDmoroorlo_onyolourrfghlowilll_lo_ arfoIngoutDl_-or_In__bvlllln_
. .... -..."...endlonalllllliclanttomodll'ytho......... "",,""'"-Inlml"U.We_notbo_or_ror
- L ony-01lIIVI~":.".::'our_~_or_
_orlhloAQ._._. 1nciudJna._ onyF_~_..
44. INVAUDITV OF COH'I'IW:T PROYI8lONs./n tho __ ony one or trDnsmIIIIon or""""""", 1IaIiIy. _ II' LlA8llnYWERE
""""ortho lltVVIoIcmaorthloAcinloment - Iorony........ fllTABLl8HED FOR ACTIJAL .........'" IN NO EVEln' 8IlAlJ.
InciudJna under..., "lIIlIIcobIo -- orrulo aflaw. be hold 10 be WE OR YOU BE LlABLl!TOTHe 0TIf&R FOR ~
Jrr.oId.lUevoI or..,.",,"_. tho remoInIng lltVVIoIcmaofthla CONSEQUEImAL OR PlINmva DAIIAO!8___OUTOF OR
~-_Inlul_ lndollocL IIICONNEC'TIoNwmr THEPURNlaHING, ~OR USE
011 THE 8ERVICEs PROVnIl!D lINOER THI8 AIllIEEIIENr,
: 411. FORCEIlAJEUIlI!. VOlI_we - ""'" no ~ or RElWlIlLbs OF WHImt&R WE OR YOU MAYHAQ"
IIoblIIlyto "'" or8llythlnl_rorfoJllueordolay In.., AllYJSEDOFTHE POSSIBILITY 0' SlICli ....'II...11NL1!ss
--llIll!orthloAQroomontcrforony -dIIolo - REQI'DII!D BY APPl.ICABI.E LAW. Thollmilollolll ond__1n
or_~_~ doJoyaondlDr/nlomJpllcno 1hIo!'""'llJ8plt_appIy
of-cIuolo8lly"'ofQad._~.tho,...or looll_orWWfIdnd.__1u "....-..-.u
-lIlMIIauIhodIy,lCIofpublo_cr_.rIoI,cM1 . fn>mlnodlol___a1~._nog~. _or
dIoludIonoo,............. -dIIIIcuIl1.__, olhorlcrt.___tho 1onnIn_ 0I1hIa~_
Io~-'____or 1J>IlIIcobIo1loallly~_.....
--boyondour__ n..lIme, /fony. .
. '"'Illhd1or""",,,,,,I't._.oo_thloAcPoomont_be SIl. YOURREPIlE8ENTATIllNS,WARlWmEsANDClOVEIIAHlll.y""
BuIomalioaUy_dwfngthoEi:SlIChdoloyor -- _lotho _Ihot: (o)A11I......_1Ioo.1noIucIIng
~ 111 ~~-:::~.:.:.;':,:,=.._bo
.411. APJlUCABLBLAYi.OIIr~:"': ..w,""'Io~ aondIIIorI.lXllIot.I)_yourllnonolol_..oIl1lodalo(.)
PJImarlJy bythla~~.11o etoo_ bvlho - lhorooI; (b) You ... not "'-4_ tho"-l1gor 11 u.s.c.
. DlTha UnIIod SlalaorAmorloo; tho ~ '"llllIoIIono~!'!.. - _,01 (32~ (o)you...1n ""',......._ orl.!nl._ end
orQO\.."",.oIthoFedond~...._..BlId_~.. , -1owo_toyourlll'OPOrllu,~__BlId
R88OrvoBonllo;ondthorUooBlld_,- or___ ~ (d)YOlI"'duIy_lzodondln_llondlnglllldorll1o
IIlp<nloorylllllhorlllooond_IIOlo",~_"'" _. Tothe Iowooflh. _ oryourOlll-_. ond ,.,.._011_
-_Iowopploo lo....dopooJt IOIuIIonohIp.thoOFPllcobJo '"""-. ~ ond -fD_l'llUl'__..
-Iolho Iowoftho__,..,___.. --;(.)Y""wlII~noIII'ytho_ortho
-lnour_lfthoroloony_".-..,1hIo _orony-or--moyCOlllllluloolnochor
AGroemonIond__ar_low, lhIo~"'bo or-"-IhIo~(l)v""JllOIIlIIlttnolll'ytho_
--llhonGo<Ilotho -."" · , to a>mpIyWllh tho low. In writirvof O)ony cIlonge Inyourllnonolol_ or__; (D)
Ifony -1n1hlo......_.!1o -.., lobolllllolld, 8Ily cIlonge In your...... _ or __ -. 0IIIIlnhlp,
-........ arlllopl.lhoIFO/twlllnot_ lhell8lldlyorOlhor CBVonIz8tfon, or_ ~"'" -loUllo_tho
- -(e.g.. 0 cIlonge In l'llUl'dlMr'.1Ioonoo or__
. ~e~lIIar .ft....I~--- -lRW.N>J Id."1III"1I0"l1l.Imbor):-(lI)ony_IIlrIoIlon-';~u;(g)
~~~~~~=-_~~~Ila: 1'~~~~~:":=",-'1;~ti ~::.==-~;';;:'~~:::.
. ~:~;.::~S~~ ..~ :-~:;:; ~ -.ond_--6000ntIo"'"'-,BndIUChOlhor
All ~:i~=III::;;_; ;~flll..";';;'eL~J\{~7"':'~" :,=:.v~:nolor;;:;;:==.::::..:boIonco
r::J! ~.t.~."_'''" .- ~"~~~:::*'.~'_Io -ond_or__
~~~~;-. "'i;;:.~ "'Z ':':::_~~A-.;''': 81, SIGNATURES IlECElVEDVIA FACSlIIILE (FAllH)'CU1a ony
~__L-. ......"p-;. ""tefIl4..-~ -~. '''"'!';;~ii- document to Ul8fgned.YOU8QrvelhatawaaYlXlflnl8ndontbat(l)
. ......f:~ ~~lIIf!Ih:'J01J "lo_e:.,;;;;;'~~:' - YDUrlallQnolwoloon.looIninIolllQnetuloundor__
mrp..._'v.:rllft ~~,~~ 1ft ~ . J!-. ~-~~k~~i:::--:,."':I)."" ond_I8w.(I)thol'axboonol!glnol~(II)"",-.,..
poyi--~. ~'::':~2':..~,1.~'!"!'"""""""" ~,I ~--""'UOby'-"'_Bnd_
~:C~: :'!:---~~E:7: :""'(Ivlyour_:.:.lobo,IIA_~_
S:~:i.:;:~:J_. i::' 52. =~I~ Auruomontondtho__to_
Il~ClUrentrntlgl1MlI"'.1IId'
l;....- -" - ~'\':--~~~!~i:-:---:::>""''''''' ~ond_"_"'_"'''''ondlOldonlondlngo.
"~'" Mj :':':::l"': -:.-00'.- ---;;""'. ThIo~_noIbe ",",-oroIJy.lJ1Io~moybo
,=~li<:,v\,~J~!'~"~~;1:~~;.I~~~ =~~=.:.=I8om.:::::.
:~~~J.t;~: _:~.~~:::~. ....._
~~i;:~~~~r~:$! IL =~ANDCONDl1lcmaFOR
~~~'NV'~iiii~= 1')'CUwlahlo...ourWfro_-.tho~""'Bnd
--_oIIlnl1.........Ior_"""""'"""'ond~
U ACC:'.......M'm"""J~!fllIL'fInl!:[~.,.~n~r.:l1!ll of--.......____n...............
6HlYl",__"':" 'Rc..-._..'.....~~ ~:::-=-~::-. d=.4lk,.~+ weredefer.UwdtolDillbalweenthH8TernandCclndlflcnthjCllher
@,.... BI....Uk4_~~~~_.vai '~:,;- - ~"'~--:.;:.:-~..;~ -orlhlo~",""_T"'ondConclllJono_
lHl_:1II'....___":".-8b-...._;;:__ " -butonJylotho_""-YIo_tho~.
~':l':"-~ll...::-c'_"'~,;:;:."'-.. ~u,.~:.<b..... UnIooo-...~-.IIlo....._InIhlaIloallonUallNo
~:'I:.~7~~~~~.;~~~~~.M'/ ~=-::"":~~-:::=-~u.ortho
.. ~lIOIIOF d!.. ~ 1ndomnIly_ _....... 1. AIITlIORJzA1IOIl ANDSl!ClIRlTY PAOcEDulUl. We_
. ="'orO;:-khd~llI"..:.~rro;:.-==or ='.:;=:~":..~=-...:.~.r
-IllIoAQroomonl.OIll:Opl__._.IIlCl_ _ .....ond_-......................rorl'OUlIl "",.
"FundaTIOIIIforSehoduloA.AuIho,r....u..,OlIdSOCUlftr
Prooooh.roo,' or ouch - dooumont.. we _1'OqlIbe, tho tarmo
...... (Rw1l3l _11"'.
oIwhJch....._......wby__meoloPllloftlllo
AQraomont. Such FundaT___I>dIb.S_uIo
_tho - end _("Socufty 1'nlc:odu11ll1_
~--~-=----~~bv~
AddIIJonaI c:aII bca:k..-dullllllll)' be _ Ill' YOU.. dellCllbod
. In Ihe S8ClIdIy """"""'""'. You _thatlhe Saourfl)o__
"'COIl>:IIOn:IoIJ... .dlIo"~lol____ondtl18
type. - ....fnlquonoyollhe___...wtI_
YOU -_.......0.. SocuiIIY-... c.."""'oIIoIOIld not
' to_lIIaSactlrll1-..sIo__lhe,......,.
: whamYOU_"""""""'''___llIIyaw
beboJ/rAulhorlzod Ra~ Kyou orlnyOf)'/lll'
AulharIied Rl.,._._ _ _.. boIIovO thai. SlIcurltJ
-1IlIIy- --.,.,." Ill' OIl CIlOUthodzacI_JIlU
-lDnotIIy"~Bllhetalol>/lona_lndIcaloclln
1It.AutIIoltzalIon_. '--._ardorC'"
-JVqUOOI)In.....do.,~wIIh_Soc:llriIv_. __
beCCllll:lualvaly___..._&o_..roty
-- y""...._lortheIlCOUllC:yOl1ha1nlUal
- 0I1ha __ DIlIor..IIIlI"1hallCl:lnCyo/ony
......._,hdJon or_oIll1a_ -meolobv... You. '
for_-_oIl1llUr~~_
tIIat_In___.__enylol8p/1ano
ClOlb&....6.. beMeen)'OUoranyAufhortzed ~_"'tI.. and
UI.
2. EXEcIIT1ONOIIPA_ORDERS....._.__
11101 haa boon -1a:OIdnv1o 8ocurIly-..l"U
__end dIrooI.. to-)'ClCII'--.rt(.I.. IBlodllllllla
AuU..Iloodk.. SahocIula ond _tho IIlncIa. w..... _ oulhortzod
Iolmplomonlurr__.lncaldIrvamendllllllllo orCllllC8_ 0/
prior Il8YIIIInI ordaro. upon _ 01..... inI1nlctiono. We...
_ID l81yon ony----bvllll In good_
to-boonlliYonbvon~Rop....oIwtI'"" Womoy-.
JlOYlll8II!o-'--l"Uand__In81'fotdor
-bv"_. -O!IlInU__bv_....moy
-Iny-"'--orlundo_~_
moy-~-GO\OIlllIll;lhe_ oIpayment
_to_lIIa_.....,IIl_..~.haII
-...ma
e CUT.QFFT1IIES. W.I11IIII_ 011_1_ boIore Ihe
_f/meIorIundo_...._clay_byllO
Inlmtlmo..IImo.Any__or__ _
---......-.~Iorllllorlhebenl<...
-"-lha_.orlholundo -_..be
-,dbe_Bl_onournoxlfimda_ '
buaJnMe dBy. w. wIIlDIIfce r ~.~ BI'bta 10 IIlUClUte d
J>IlYIll8I1l-_0rt0rtolho~
4. ADIIICE OF RlHDSTRANSnR8. u.-._ agnoad In
WlIlIng, we wI1J ilot_. -.my...._1lnMlaty
-or....a..._.. -.wewlllllllll'yyou of. roaolpC...
J>IlYIll8I1lby-_Inony___toyou.
V"'-=DamIne_or___1ll'C>InIllll'
lIJlllII roaolpC end tol1Cllll'y ualnwnodlololyOfony dlo'...........
_lhe_-end)'/lll'-.Walhellnotbo
Datlle blntBralt COI..........&.,unJeAwesntnolfftld ~the
-_-In thlrtyC301 dayo-Iho_of__
1ndloaiing1ho_IorIla_onlorln-.v..,_lItll
-rIr/l1lto_._ogcdnIlllll"""_lDeny
---Iyldonllllod....-_Olqllroonam
__lha_ 0I1ha_____1he_1or
......cIoIm.
S; LllllTAllON 0' lJAB/U1Y AND INOI!MNIPIcATlON. V"'u II
ClllplIIU!y_that..._ bo_toYOU onIylDr___ ~
_01...-_. Welhal not bo_Iorony omn_ M
If1oPlllo/onyllllnl_Inc:IodIns._~.1hlnt_ I1r
_byua.. -.vng._-orpo,k........_OCI
end IIOlIUClIIthInI)llllIy_bodoomodlobeourogont. Wo_
not be -rar...._1o honarony""l_.wa,.._1oIIII.
are unable to determi1e to our JU' M Q tI8I: 1UC:h,..... vdd,
booed -. our od"'"'-"1ha Socurlly "-oaa. IN NO
EVENT IHAU WE BI! LIABI.! FOR lIPI!CIAL.lNDlRECT,
CONSI!QUEImAL OR PUNITIVIl DAIII._ EVEN . WE SIIAU.
HAVE lEEN _ED OF THE POSIIIILITY OF SIlCH DAMAGE.
, "-.. - boo IImlloclby _low,... _ID IndomnflY
.' "ondtalllll_~1ha_Ofatlcmoya'
--I_III-"IO-_orfU1gOUlOllll'ln
atnnedIon VfIth tho...... epj lXWIcIIcnofHt !.,__II n the
! ..MllOO_hoooundoror__to)llUr
, I1IIruolIono.
. ...... 00.. 03j
B. UIlE OF llIEII1FYINe NIlllBERS.ln 1lIa_. __ or
_DRler~.~.bonoI!c:loIy'Obont...
""""'-ry bonk m.......loId1yby_lIld.. ~
- (IUd! a on .......1IUmbor. B.W.I.F.r. oddraOar
U-Ido..-.....borl._maybe_bvlf1o
Inlormadiory...~bont...lha _011110 Icb1tityIng
-,-'IhoIdonllf1tno_IdonIftoo. _or ~
-1nlm1ho__or~In____
8l1d thel_obIJgaUon to..,.... __ onlor _ not...
- bvyour....... We Mllra1y... the IllonIfyfng numboru
~ IdontlIIaodon Of. bonaIIoIary,
7. IIlTEREsrCOllPIlNSA1ION.lntho_IhBt.._..._fo
youtarIntanNlClClll,__ ~. underlhlsJ\o8ll._4orby
""PIcoblo Iow."__... __ on 1ha _ 011110
....... Fodoo;f FlIndo l'iiio rartho period "-. Yau _ that
W8IMy,ltourlOleopUan. payb1t8rwtCIDC'''-~l''foIowr.
Cll Ill' lump.... _01...... or (2) bv~. __~..
l'O\It _wIIh UI.
B. INTERNA'I1ONA1.PA'YIIEH1'8. Clrdorolortll8_oIU.S.
eo.... _ be P8Id In U.s. DoIloro K...._,...IO. '*'-Y
Ioc:aIIdlntll8~_orllo_..c...or_.
11aI.,.,.........-, IocoIocl oIoawhom, ... boonallaiu)'l
bent may _10 pay Il18 bonotIciorv In fora/gn CUIIIlIoy _tho
borl(.~l8foof__fcr_ -".10,....
IllIjlC>nIibIJfto_lhobenollalcayoflhloflOlllbllllJ.w._
-any....._loll1lllartlorIn8llllllc:l~._
orclJ>ho<.ForoIlinCllROllCVbonofor__Ilnai_.-to
UI. Howavar, _"1110 llIqUoIloftl18~. end...1y W
-....may_orlmlndeny_-.1ha_
10_. Wa_IncurIlOIIoIlII1v....... _.Iorany
_10 .......oramend on DRIer. Rofimda Ofu.s. DolIIrllld...
- be In Iha u.s. DolIIromoulll. _ 0I1oro1gn CUllII1Cy
Old... - be In IIla _of u.s. DoIloro IhBt """ be bough!lor
ilia f1n/anClllllllcy _1I_tbon CMIOfttl8fo or~.
Thoorfg__oIIrfIIcollooadllll,,--,In ""'_of
oxd'ongo. No_..._ be ~
nL llPECIAL TERIIlI AND CONDInoNs FOR
AlITOMATED Cl.&ARJNo HClUSI! eACH)
TRAN8ACmoNS
rYOU_lDllIIOourACH ~ "'~-lIldc:onclllono_
-- oI1nInIoolJono _g OUIoflhlo_ n. _'__7_
dot\"...."", to -~ _ r..... end~ end IhIo ~......"'d.
- - T...,. - CoodJIIano _ control but only" 111. .mnt
IUICOIIo!yfo_"",~.
1. SERVICES. Tho ACH_ to be _by llIIand III
-wIIIlll1a_orthe__aaorirv
--.. ('NACHA1, (boll~""" the"Rllloo") u."",
- OIl -....... to limo IncIudo IIuIInmOIlllooIan of
----onltoolhlllinonor'Enlrl..,1niIfolocI
by...--1IIrough1lll"""'....,_~
ClQaIlll(o)""" UI(Ihe.~Io_ "lolhdoL..d_
lIOandll_-lnClllnonoloi__by_OINACIfA
In conjlmIlonwllh... "- _ _ (lha"B8Mcaa").
- - to_ EnIrloo, ...wlloct aan 0lIgIn0Ing
DopooIIory --1noIItuIIon and JIlU wID... a 0rIslin0Iar. a
_In IhaRulao.Ao~...._",..._ bvll1a
-. -Inlmllmo IDIImoIrld you _1hBt I'llUwIJJ
_d_roIoIIngtoll1apr I 1ng00ClEn!JyIn.
........-.,-_. VOU~IhatEnlBoo_
notbaln!lloflod that_tho _ 01 the '"-lh1IIad_of
Amadea. "~tallllllll_ T..... end CondiIJono,..-
-.. -, llIII-thom8lll1lrv gIyan In 1halldqJtlon of
AI1IcIo4AoI"'UniIlIr!n~CodoIn"'_In_
yaur_or~lI_
In_wIlhlha__bonIdng_lalory~
-llIIInvACH_O'IllIItbouolgnod__
end "'*mInImInn_-... ~-.._
-.. IIlIldmum ACH D*rvorumolhBt... be orlgJnolocI
and _1Inai -..ant""" ony.... (3) bonlclng do)'II parIod.
Spedftc 8XpOIN.q 1mb. ~ Ipecifto tEl 8 ut ._d dBposIt
- ElrorfowID be modo to 0IIIgq _Inllolhat_
boo_"""yourhlllorlaolACHarIgInIIl",lllIIvIly.w._
Ilawlhe rfvI11to cI1ango..._ _ -lIenyllmo III our
---.Vour,........Clllq)lywllh_
_ond_......In ovr""lVlrlnv_n_
_Ill DRlerto_llIIInvovrACH...-. arln_
tonnInoIIon "'_ ACH _ Any 1UdI_ end
_''It'.
-...moy--be_lobo_o/
Ih~
; Z. ~--You1llllglvo"lI1oIrudIonod8lllllngtlle
_to bo...-lOIIIl_1oIhe "-. -.,.boo....
. reJIcIIooondlnllllll 'nofEntlee;_o/_,eccauntI..
bo_ea__AcoounIo; Illd 1ho"-'0I
. 1nIoo........l\lQllIdngthelloMcoallOlA>,...d.YII..,_lI7
. llI,)'IU InHWfIono 0IV11InIIIy Jnc..~_ by _nee lllhough
l'uIIyllll- _. Such 1nIlIuatJcmi...,. bellllllnGad ,"",,_to
....II!'I"'" upon _ID erId lIOO8Illonce byuo_ d'-"';
theyllldl\Y d _ r8lllll_ CondlIIona.
: 3. RUl.eIIAND-.cA1lON OF I!NTRIES. You _"'101II
- EnkIoo by.... of... ACH Operolor 1n_1OIlll
the R1Jla. '(..._ thoI...... not _10 WIIlI'y Entry
L.r.........1IuI, _.1IlIIy 1lIIy1lto/tllelnlormation..._ by
""'18.........._"""_10..._
.4. OFPlCl! OF FOIll!lGN AlI8E1S CONl'RoL (OFAC). The ACH IyItom
_not be llIId 10_...-.. In YIoleIJon<llOFAC
-M._m,IIdt__wlllbo _or
fO/IlcIodand~_Iooo_.
~ PREoliIOTIFIcAllON. Vou _ID pnMdo llll wIIIIlll8Iatbed_
"""- 1nIormou.., _"1IlIIy requ/ro lor d ~ lhot you
InlllndtD-'_II1e___bylhe RuIeo.
e. CAlilleU"'lI11N,"_DIIeNT AND .......cnllN OF I!NTRIES.
A. e.. -.II",,",,__4.VOUw/ll_no/fght1o
lIll8nd,..,ooIorlfllp_ 0111I Entry_l!Il...,.;ptll7
ua. Howawr,... wa UIe f'elIIDnabIlt sfbtIlD act on 8UdIa
11lll_ by you prier to lnIIlImIlollo tlle ACH..II1o_
P_InMlola Sewn o/tIIe Ru.... ....In....... 0111I
Entrylor~ fa OIl __ wIfh.. ("On.Us
EntrfJ. ortor to aodIlJng or debIIIng tile 0n-lJ0 Entry -nt. but
...lOIII_no IIlIIlIIIIy Wony -.......-..._or
IlDp -.........-. nolWliI>dll.odInll-, I8ceIpt
OItllell'IOo,di......_orllcippo__
B. ~by-WO_lherlr/l1llore)lctIlllJlEnbyIUld
_.11....-. _OIl Eilbylholloln_oI...
. -_In thoAul!lotfz8d"-mt(.) orbooedllll
-1IIIl_.Wewlllnotllyyou by..-. or
eIedronic ""'-......, 01 auch I1I/IcIion no Ialer !hen the
~doy-E'nby-- --
b...._ by.... tile ACH. WeVIIIJ_ no IIablllylo you by
1IUOn001heI8Jocllonofll1YEnbyorll1efacllhot__
- not "- boon given It.. --!hen thai prlMded
forhlllO/n.
C. ReJ_ byACH. W. _1I1e rtgh!lop'-almfton
_18"""" oIfimdaoutolllllJl~Aocoor1t
1ItIl..Ight_ftln./lalJII1Iwo__lnthe.......
or.., -0CCUIlIng In the _In ... _any....,.
......... be..,......., byrarr -......-"ol...ACH__
ornetwolkforBl'lf II8lIOn u..... lwer.lt'-'D be your
~1o-1UChEJ1by;1lI01IIcIed,_.1IIel
...-........onyEntrywhon -...,....,. by IheACH
-duolo.iIoc,~...1n II1e EnbybyuellJld_dIlo
---_IDUlto_._d_
Enby.
D. Uoaolh_AClI~..Wyau",_"
l.91OUIhorImdv..- _lojOUr_l'OU_
hove _ 2:00 PM 0I111e benIdng day _Ihe Item woo_
1D11CllIIy1ll1o........._.._W.VlllJnoIbo
BbI8 ID 1'Itvm..1tem IIftw thattlme wbhaut the C) ..,
IIJId 1IQI-_i1 <lithe odQInoIIna bent _the DlIg/noIIng
-.Arr,-__bo__you
8I1d 1110 adg/noIor III...1rInoection.
7. RElENl1ONOF~llON AND AUlHORIzAnDHa. VouaholJ
_and_ID"'_our_aDlntlI...",,"~
1o_IIlIJIEnfryIor_ (:\)dayo-OlfdnIghtoflho-..
0olo of 81\ Enby. For the _ 0I1heoo Tonna and CMdlIono.
1ho"Elrecawo Iloto" _ be... cloy 1lII_ tlle -.g E'nby
-how__101ltoAulllilllzed Al:coant(a~ "_In
l'OUr InAuc:tIano: You will_OIl orfgInoJ or lZlPl' of_
.
....., ......,
~I-"'(f}
--forallofllT_-Ihe_of_Wionor
-0I__r...u....
8. INCONsISTENCY 01' NAIIl!AND ACCOuwrNUMBlIR. You
...._.Ied".IIld_thetW..Entry_Io~the
~oItlleEntry_ 1....,iI)obyllllll8end
--._OIb Enbylno..._ by.. _ be
moda on Ihe beoIool... --_WIl1o ~
numbor~. _or~dlIenmtlran1lto_
~"'dlhol)OOllrollilgalkmlo"forthe_
oftha Entry_not bo _d In IIUdI "'_........ by)'OUr
......
.. 8ECURnY 1'RClc:&DuREt.
A. AcPoom.nt Ie -., ""'-no. Vou _ ..
~"""'.."""oI)'OII~larllle
s..-.you Illd.. -.......Io_1I8CIlrlly
--",",oIo,"",".~"-'l._l'OU
and... will ... to WJIIythet Enllfeo.... _ erId _ or
"'_oItlleCompOny. V,",_1IteI_8lIClIItIy
Pn>ceduroe 11811ld - be eo.,.,_....,. _bIo Ih /WII
or l'OUr............_... typo, WIlua ond ~ 01
Ihe Entrtoo l'OU wIIIlnlIIele.
B. 80curIQr "'--. For EIectIonio 0olo T_ 01
ACH Entry 1IIe(.)ID.. by,.. _lor EIIcWnIc Oolo
TI8Il_ of ACH ilIIIlD us from ,.._.....
retdovlnglhoftle(.).l'OU__~_
- byua,8I1dyou -_1IIel1l100l0UrltJ
PlDVIdocf_......_~_ __
-.Ity. Wour IronamioaIon _ WIllI.. """'PI Iho
llle(a)or~lOtrleIIoll1ellle(al_1lIl1hlo
-..tIy ~ 11811Io(.) _In ACH ~ IUkbfo Iormot.
YOU_thet~_......__..._
-lhelllo(.).
C. llonfld_lyof~ Proaod-. You _ to
...1I101leouillr-.n.. -iIdentIoJandnoltD_
IhoSecurlljr-.. b__AulhclIfzad
~ Wl'OUor any of)OOllr"'-imd
n..._.............. _10 bellewl tlleltIIe 80curIly
--moyhove-.........,or...-.by..
UIl8UIhorIzad _ ""'_ "11CllIIy_T-.y
8eMoeo r.._ S....... ....lmll18dlololy.
D. ~of~"'---AlII11Cd1bt1onoIlld
oddItlono 10 the S8ClIdIy --...1IaI0I AulhclIfzad
~lIlllIlbelnwrlllrv,_r""'_lII
by orol irmlnIcIlono to _...... 01.. AUhorIzod
Repm.,-..._"""",, ""'-....-..,-..
-. contInnaIIon 01_ deIoIon.
10. RETURHEDENTRII!lI.WeVIIIJIII8_.......bnatll'yl'OU
oIFllc18lptOl._ Enby. WeWlllhoveno~lo..
_a_Enby'_"___1n
wrIlIng. Wowlll credIItheAl;oounl(.)lorony__ by
IIIIoy_oIt11e .......oIony E'nbyb__,_by..ror
-.........~-_from_
". ON~' &NnUEB. Bc08JlI_ _In 1110 _ ind_ T....
end CondIIono.1n Iho _ 01.. Or>-Uo Enby _ by.. lor
~.W8w111_1Ito~a_lntho
- or - Enby on II1e ElJoc!Ivo 0olo oonIolnod In _ Enfry
_Ihe ~orl'OUrl'--IIITdSeoullly
-....... _If 1IlIJI_ I8CIUlr8mentWllaIlOl..... we
wauldUII r-IQ .....efrortBIDClI'8dftu. ~I
_nIlnlhe llIllOl.IlIOI_Enby..tIIe'-~<iai-
~ - EIledIw 0olo. .
'2. PRO\IJSIONAL PA'fIIl!NT. Paymont 01 an E'nby by the ~
ReoeIwr'a _lothe~wIII bo_.duntl
I'8C8fpIbythe~m.O"~'er"'bBnkorlnaltllm Iblil,t4ror
-Enby.Vou~~thall'OUhow_
- 0/ IUC/lI8ltlomont IUIa end the Ioc:l tIIot. W lIIly_
--not-.od,IheBe~_
would be IriIUsd b.1BfLIJd tIom the R ....d.8ntIe..4A., or the
--. ond__ natbodeemod 10 _ paid Ihe
~1ho_r:ltheEnby.
Pllgt1Sott4
13. COUJ!CTED FUNDS.
A. ---"",In_oOllldllEnby.you
----_Inlla__
. --__IIEnlly_by...no
1alor1lllln2:00PM____.For
Ihe _ oI_T..... enol ConllItIaM, '""",,
~1Ilnda"_moan_lIUblacllD"""-
-.
B. Deblt _ When you _0 dollllEntJy, you
-"""'-""Y_lm<lalnlhe
~forony_Entlyinlllatocfl>yyou
onttlAI4pP. 1.....eft'8cUved8tltarlhDnexI~day
- "'-"'oIlh11_EnlIy~1lomyou.
Ycuwllprampay...-. """" _fulllla InID IIle
iii 1 ~ Aooountta Incfemrdfyualfsnydlbll
EntIy iInIJoclacl_ In _ ponnillecl you ID
wIthchw............r cklf b1da In the ~1Knof or
fony lllI)unnanI..__.._ -_lDBny_
Ently iI_1If ua.
14, AllTH0RIZA1lONWARIWnY.__~~Enby
...bm/llacflii Ua you_enoI_ID...._
A. Aulhorfatoi. Tho ~ orOlhorponan orantlly
Iowham _ Entry_ ill an",,-
~...u..ancf___IIJllIlEntryln
wrIllng prior 10 the _ _ill ua enol IlIClh
_o.b.dl........ __ _ atlho_OI
d8INwIyor_oI"""'Ently. incr _10_
unIiI.,;.......bu_cthl Entry ~1he Denaftcla:lyl
-""1lIIIllc;
B. E_YOUwllJ__OYIcIancoal
--In_WlIhallappllc:abla
Iawa,..- ~ """ wII fumIah uawllh 0
copyr~ua:ancf
c. "- Tho EnlIy ill -.In pro"", farm, timely
_ID all obIIgaI/ona DOIOllIlf"", 10 IhII
.~Dl~II.Jb.T'
.
15. TIl\.l!PHONEolNITIATBlENl'RIl!8. _1llIjlOCI1D1a1epha,o.
10_ EntrIeo, you ado....b.dlia __lIlIIlyau........
1Ile~-~""enoIYOU__an<t
-- .
A. 'hr~.. 11M YaulhaDhavecllaalraed theLl"'N..dfu..
l1lllubacl byllle RldoaIDIhII_clwlrvlhe
1aIeIlilane_
B. Ca4.... d .. You IhII haw tape recorded the
toIeph- com-...1IIllhortzJnv1ha Enby or
1l'OWlod"- _.~.._. Of"'_o
lIIIlI""....... a.....- byh RIles.
C. V-YOU___IhII__o
I<lontIly enol IOlItIng _. aa -alhll""-r'a
klen!ilrorlll_a_.
ArrrlJollllllylorony_lXI,....paltlDClOIl'C>IyWllh the
Ruleawlllllallomeby"",lDa._Ihal__
_1n......iIablJ!Iy.
.
---
~Banlr.NatIon.I.lclla",
--..-.-_FDlC.
Wac:hcMI... ~ Ir8dItlnIrtr: oIYIeGtmII CCltpcln6;n.
...... (03)
18. 1NT!RNl!To/M'lIATBlEIIIRII!a.__lD~
E.-('WEB E'n1rloa").yau_thatyauwllJ_
"MIlIl8Ihaaiy_aa_ bylha_ You_
1hal-_byIhllRuiealD...apec/IIc__
ancI_lDcornpIy"",,___.
'17. YOURUASU1Y. Youareandlhalbe~.cJ llb~ tbrM)'bq.
-InDUl1ld,--__....USfor)'OCll'_lD
obtain h -1llanIIly. _ -Drimllan (by JIlOV/I/an aI
--,lf~,IDIhII~.andoth8r~
aulI"", U ,enoI---,J~lancl_
Jnror..auon__oIlh11-...,.olBny_
-~by-"-..ony_lD~tfmeIy~~
_lIo___byua.
111. LlllrTA,1lON0FLIABILIrY ANDINlIl!IINIRCATfDN. You
-'Y_thatwo_Ile_lDyouOfllyror...._
_O--.Welhalnollle_forony
-- orcfolay_ paltol Bnylll/nl porlV 1nducIng..........
1IIn-.IhInIPIIlIeauoacIby...ln-.&ngo___or
JlllIt>nnlngo-_loony__lhonour__
lo_r II r II .ldorollnary....anclnolllChlhlnlpertyllla/l
bo_lobaouragant. We_ nollla_roraur_lo
hanorony_rwo. Ingoacllalllt..... _1lI-...., 10 our
-........__Ie__bnocf__...-...lD
~~~~mMS~Mq~~~
8PI!eIAL.lNDIREcr, OR CONaI!CllJEN1!A&. OR PIlNll1YE
-ES, EVENIFWl! SHAU. HAW BEEN ADVIal!O OF '!HI!
POslIIIIluTy OF BUCH 0AlIA0e. Excapt aa may 1le_1If
appI/cabIa iIIw. you _1oIndemnIry ua and hokI.. ""-
(lncludng1hll_oI'alIotneya'_-'_8lId
_1_1IlI /lal)1II\yID IhInI pa1Ieaallllng oul 01 or In
-""'" thelarme..ldoo.du..g oIl111rlAQlwemanlorlha
-JlIlMIocI--_....._ID)'OCII'
1natno:tIona. ThlaPRMe/On.........Ih.......,L"""",ofthla_
- AQroemenl.
{il
PlQI'14of14
CHANGES TO DEPOSIT AGREEMENT AND
DISCLOSURES FOR COMMERCIAL ACCOUNTS
#1 is subject to the Depository Services Contract with the City of Denton, the
Request for Proposals, and Wachovia's Proposal.
#2 90 days
#3 180 days
#4 Any notice between the parties will be considered effective when delivered in
accordance with Article 11 of the Depository Services Contract with the City of
Denton.
#5 To the extent permitted by law, you
#6 However, no rule change shall effect the terms of the Depository Services
Contract with the City of Denton, the Request for Proposals, and Wachovia's
Proposal, without the written consent of Client.
#7 , the Depository Services Contract with the City of Denton, the Request for
Proposals, and Wachovia's Proposal.
#8 To the extent permitted by law,
#9 negligent act or omission,
#10 , including the Depository Services Contract with the City of Denton, the Request
for Proposals, and Wachovia's Proposal,
#11 on
#12 three (3)
CITY OF DENTON, TEXAS
By: <f>>'J ~. 'rrillJ.Ji
W ACHOVIA BANK
By: ~vtV [,,~
.
.
.
Copies of the most recent 2 FDIC call reports are included
under Tab 20 of the Appendix (only in the original copy of
Wachovia's bid response binder.) Otherwise, these documents
are available through Investor Relations at
www.wachovia.com.