2000-038AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON DESIGNATING A
DEPOSITORY FOR CITY FUNDS FOR A TERM BEGINNING MARCH 1, 2000 AND
ENDING FEBRUARY 28, 2002, AUTHORIZING THE MAYOR TO EXECUTE A
DEPOSITORY CONTRACT WITH TEXAS BANK AS THE PRIMARY DEPOSITORY,
AUTHORIZING THE CITY MANAGER AND OTHER CITY EMPLOYEES TO TRANSACT
BUSINESS WITH THE DEPOSITORY, AND PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the C~ty of Denton has notified all the banking tnstltUtlons within the Ctty of
its intent to receive applications for the performance of depository services and the custody of
City funds for a term beginning March 1, 2000, and ending on February 28, 2002, with three
possible one-year extensions of the Contract not to extend beyond February 28, 2005, m
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 bankmg institution desmng to be designated as the primary depository for both operations and
payroll accounts and standard banking services as requested tn the proposal, and
WHEREAS, after such opening, the City Councd found, on the basts of the bid
application, that Texas Bank has submitted the apphcation offenng the most favorable terms and
conchtlons to the City for the handling of such funds, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS
SECTION 1 That Texas Bank is hereby selected and destgnated as the primary
depository for operations and payroll accounts and banking and depository services beglnmng
March 1, 2000, and endmg February 28, 2002, with three posstble one-year extensions of the
Contract through February 28, 2005, tn accordance with Chapter 105 of the Texas Local
Government Code The Mayor, or tn bas absence, the Mayor Pro Tem, is authorized to execute a
depository contract with Texas Bank, substantially tn the form of the attached Contract
SECTION 2 That the Contract, mcludtng all attached exbablts, w~th 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 ts hereby tn all thmgs approved and accepted
SECTION 3 That the following offictals Mmhael W Jez, City Manager, Rink Svehla,
Deputy City Manager, Kathy DuBose, Assistant City Manager for Fiscal & Municipal Services,
and Dtana G Ortlz, Director of Fiscal Operations, are hereby authonzed to transact business
with the above hsted institutions regarding daily banking transactions or investments for the City
o f Denton
SECTION 4 That the City Manager is authorized to make the expenditure of funds and
fees and take the acttons as mdtcated tn the attached Contract and exhlbtts
SECTION 5 That this ordinance shall become effective ~mmed~ately upon its passage
and approval
PASSED AND APPROVED tlus the /~ dayof J~ ,2000
JACK~
ATTEST
JENNIFER WALTERS, CITY SECRETARY
~oV~^s ~o ~o~ ~o~
HERBERT L PROUTY, CITY ATTORNEY
F ~shared\dept\LGL\Our Documents\Ordmances\00\deposltory ordinance doc
DEPOSITORY SERVICES CONTRACT
STATE OF TEXAS §
COUNTY OF DENTON §
ARTICLE 1 SELECTION AND TERM
Texas Bank, hereinafter referred to as "Depository" at P O Box 760, Weatherford, Texas
76086, a bank located m the State of Texas and the deposits of which are insured by the Federal
Deposit Insurance Corporation, was duly selected in compliance w~th the terms and provls~ons of
Tex Loc Gov't Code Ch 105, Tex Loc Gov't Code §131 903, Tex Tax Code §6 09, and all
other applicable laws, by the City Council of the C~ty 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 C~ty Council was duly taken and the Depository ~s to serve pursuant to this Contract for a
period of two years, beginning March 1, 2000 and ending February 28, 2002 Provided,
however, that this Contract may be extended for up to three ad&t~onal one-year terms at the
request of the Depository and upon the approval of and sole discretion of the Cay through its
City Courted Depository also agrees that the City shall have up to 60 days from the date the
City Council designates it as the City's depository to transfer all mtmicipal funds covered by this
Contract from its current depository to Depository Under no circumstances shall the term of th~s
Contract extend beyond February 28, 2005 or the maximum term allowed by law It may be
sooner terminated by Depository's failure to adhere to all reqmrements 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 m Tex Loc
Gov't Code §105 031, et seq and the Collateral for Public Funds Act, Chapter Act, Chapter
2257 of the Texas Government Code, in an amount of market value sufficiently adequate to
protect all funds of City on deposit with Depository during the term of this Contract, but not less
than that reqmred by Tex Loc Gov't Code Ch 105, Tex Gov't Code §2257 022, the City's
Investment Policy, and all other apphcable 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 collaterahzed in accordance
with the above terms Depository will be responsible for determining dmly if the collateral IS
sufficient m accordance with this Contract, the Depositories for Mumcipal Funds Act, the
Collateral for Pubhc Funds Act, and all other apphcable laws Pledged securit~es will be hsted as
an addendum to the Depository Contract in Exhibit "A" Pledged securities will be held by the
Federal Home Loan Bank m joint custody with the City and the Depository Promded further
that
1 The approved securities shall be of the kind defined or referred to in Tex Loc
Gov't Code §105 031 and Chapter 2257 of the Texas Government Code and acceptable
to the City, and the amount pledged shall be ~n a total market value as directed at any
time by the City Council in accordance w~th standards acceptable to the City Council and
as required by applicable laws
2 The conditions of the pledge of approved securities required by this Contract
are that the Depository shall credit the account(s) of City with the full amount or all State
of Texas Warrants presented to Depository for the account of the City no later than the
banking day next following the day of Depository's receipt of such warrants, that
Depository shall faithfully perform all duties and obligations devolving upon Depository
by law and this Contract, including specifically the duty to collect with diligence checks,
drafts, and demands for money deposited with Depository, pay upon presentation all
checks or dratls drawn on order of the City in accordance with its orders duly entered
acoordmg 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 fmthfully 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 contmmng 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 avmlable 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 apphcatlon 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 hmltatlon, any
indemnity or venue clauses, shall control or reduce the obligations of Depository under
this Contract, it being the intent of the parties that the terms of this Contract shall control
and be binding over any conflicting provision in the exhibits All conflicts in the exhibits
shall be resolved in accordance with Article 2 A 10 of this Contract
5 Upon execution, Depository shall immediately furnish or cause to be furnished
to City original and valid safekeeping or trust receipts issued by the bank holding the
approved securities pledged pursuant to this Contract, marked by the holding bank on
their face to show the pledge and market value as required above City shall promptly
furnish two executed copies of this Contract, photocopies of all such receipts, and
photocopies of new receipts for substitutions and additions and written notice of deletion,
when made, to Depository
6 On the execution date of this Depository Contract the Depository agrees to
pledge an amount that is equal to funds anticipated to be on deposit from day to day
7 Any closing or failure of Depository, or any event deemed by City to
constitute a closing or fmlure of Depository, shall be deemed to have vested full title to
Page 2
all approved securities pledged pursuant to th~s Depository Contract in City City 1s
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
m possession of C~ty, and City ~s spemfically so empowered by Depository
8 Depository agrees that it will act, and the C~ty hereby designates Depository as
its primary depository, with both parties agreeing that all funds herein shall be deposited
and invested in comphance with all apphcable local, state, and federal laws including, but
not hm~ted to, the Depository for Mumclpal Funds Act, Chapter 105, §105 001-105 092
of the Texas Government Code (V A T C S ), the Collateral for Pubhc Funds Act,
Chapter 2257, §2257 001-2257 083 of the Texas Government Code (V A T C S ), the
Public Funds Investment Act, Chapter 2256, {}2256001-2256 104 of the Texas
Government Code (V A T C S ), the Ctty Charter and Code of Ordtnances of the C~ty of
Denton, Texas as amended, and the Investment Pohcy adopted by the C~ty It is also the
lntentton of the pames hereto, in conformance w~th the above-mentioned laws, that the
C~ty shall remmn at maximum flembthty to anvest its funds prudently to earn the h~ghest
rate of return consistent w~th the City's Investment Pohcy and all other applicable
reqmrements of the law
9 Depository shall, m return for the C~ty deposmng ~ts funds in the Deposaory,
provide professaonal banking serwces as an ~ndependent contractor for the charges as set
forth ~n the Depository's apphcauon dated November 29, 1999, which apphcaUon is
attached hereto as Exhibit "B" and made a part of th~s Contract for all purposes
10 Depository shall perform all those banking services set forth ~n Exhibit "A",
~ts application attached hereto as Exhibit "B", the C~ty's Request for Apphcat~ons for the
Performance of Depository Services, which ~s attached hereto as Exhibit "C" and made a
part of flus Contract for all purposes, and Exhibit "D", Cash Management Contract,
whmh is also attached hereto and made a part hereof for all purposes In case of conflicts
between flus Depository Contract and the aforementmned exhibits or in case of a conflict
between such exhibits, the confhct will be resolved as follows F~rst, this Depository
Contract controls over all exhibits, second, Exhibit "A" controls over Exhibits "B", "C",
and "D", third, Exhibit "C" controls over Exhibits "B" and "D", and fourth, Exhibit "D"
controls over Exhab~t "B"
11 Depository shall (a) keep the mun~clpal funds covered by this Contract, (b)
perform the duties and obhgatlons ~mposed on the Depository by law and under th~s
Contract, (c) pay on presentation all checks drawn and personally payable on a demand
deposa account w~th the Depository, (d) pay all transfers properly payable as directed by
the designated employee or officer chosen by the city, (e) prowde and mmntarn security
at the level reqmred by Tex Gov't Code Ch 2257, and (f) account for munic~pal funds as
reqmred by law
B Depository warrants that each computer, hardware, software, and firmware
product or equipment utthzed by Depository to dehver financml and deposttory servmes under
this Contract shall be able to accurately process date data 0nclud~ng, but not hmtted to,
calculating, comparing, and sequencing) from, into, and between the twenueth and twenty-first
centuries, including leap year calculauons, when used in accordance w~th the product
documentation prowded by Depository, provided that all other ~nterfaces (e g, hardware,
Page 3
software, firmware) used an comblnataon wath such product properly exchange data wath it If
thas Contract reqmres that the Deposatory's eqmpment or products must perform as a system m
accordance wath the foregoang warranty, then that warranty shall apply to Deposatory's products
and equipment as a system The duration of thas warranty and the remedies available to the Caty
for breach of tins warranty shall be as defined in, and subject to, the terms and hmatataons of
Depository's standard commercial warranty or warrantaes contaaned an the contract(s), provided
that, notwithstanding any provasaon to the contrary an such commercaal warranty or warrantaes,
the remedies avmlable to Caty under this warranty shall anclude repair or replacement of any
Deposltory-utdazed product or eqmpment whose non-comphance as discovered and made known
to Depository an writing and Depository, an accordance wath Artacle 6 hereof, shall lndemmfy
Caty against losses caused by any breach of this warranty Nothang an thas warranty shall be
construed to limit any rights or remedies the Caty may otherwase 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 deposat exceed that
whach as untially pledged, smd amount wall be increased, and the safekeepang receapts of the
add~taonal securities vail be provaded in accordance wath Paragraph A(5) of Amcle 2 herean
ARTICLE 4 ADDITIONAL DEPOSITORIES
Th~s Contract shall be non-exclusive and the Caty reserves the right to desagnate secondary or
addltaonal depositories and to, ff necessary, enter anto Depository Agreements for other Caty
funds with other banks in Denton County or adjacent counties whenever the anterests of the City
may demand The C~ty also reserves the right to contract wath other financial anst~tutlons under
separate contract ff the City determines that addmonal financial services are necessary ~n the
admamstratmn, collection, anvestment, and/or transfer of municipal funds
ARTICLE 5 LEVEL OF COMPETENCY
Depository and ats officers and employees performang servmes hereunder agree that m the
performance of these deposatory services, they shall be responsable to the level of competency
and shall use the same degree of skill and care as presently malntmned by other practmang
professionals performing the same or slmdar types of work an the State of Texas
ARTICLE 6 INDEMNIFICATION
Depository shall mdemmfy and hold harmless the Caty, ats officers, agents, and employees from
loss, damage, lmbihty, or expenses on account of any claims, damages, or anjurles, whatsoever to
all persons including employees of Depository and C~ty, ancludang without llm~tataon breach of
the Year 2000 Warranty set forth an Article 2 B, which may arase from any negligence, error, or
omasslon in the performance of thas Contract on the part of Depository or any breach of ars
obhgataons or duties under this Contract, and Depository shall defend, at ats own expense, any
stats or other proceedangs brought against the City, ats officers, agents, and employees, and shall
pay any expenses to satisfy all judgments or losses whatsoever which may be incurred or
rendered against them or the City
Page 4
ARTICLE 7 EXHIBITS
All exhibits attached to th~s Contract are considered to be ~ntegral parts of same, and Depository
wall fully comply w~th the terms and conditions of same
ARTICLE 8 VENUE
For purposes of determining venue and the law governing this Contract, services performed
under th~s Contract are performed in the City and County of Denton, Texas Any stat or d~spute
regarding this Contract shall be dec~ded and settled ~n a court of competent junsdmtlon s~ttlng in
Demon County, Texas
ARTICI,F, 9 COUNTERPARTS
Th~s Contract may be executed ~n any number of counterparts, and each such counterpart shall be
deemed for all purposes to have the same effect as ~f all part,es to th~s Contract had signed one
and the same signature page of th~s Contract
ARTICLE 10 TERMiNATION
A The City and Depository shall, as a matter of right w~thout necessity of default on the
part of City or Depository, terminate this Contract at any time by g~wng the City or Depository
90 days prior notme ~n writing Should Depository default ~n any of ~ts obhgatmns to City under
this Contract, City shall give Depository not~ce of default ~n writing, and Depository shall have
30 days from receipt of the notme to correct the default If Depository finis to remedy default
within this t~me, C~ty, at ~ts sole option, may cancel th~s Contract and Depository shall be fully
responsible to pay City any and all damages caused by ~ts default Depository shall be prod for
all services satisfactorily performed ~n accordance w~th this Contract up to date of any
termination hereunder Depository's fihng of a pet~tmn ~n bankruptcy or being declared
~nsolvent by a federal bank regulatory agency shall be considered a materml breach of th~s
Contract Nothing herein shall deprive City of any other remedies ~n law and eqmty to enforce
the terms, cond~tions, and obligations of th~s Contract ~ncludlng, but not hm~ted to, ~nstitutmg
stat for damages or, m the alternative, specific performance of th~s Contract
B In the event of termination, Depository shall fully cooperate vath the C~ty to transfer
all municipal funds to the new depository designated by the C~ty
ARTICLE 11 NOTICES
All not,ecs required under th~s Contract must be given by cemfied mini or registered mml,
addressed to the proper party, at the following addresses
CITY DEPOSITORY
M~chael W Jez, C~ty Manager Texas Bank
City of Denton Owen Ch~ck
215 E McKlnney P O Box 760
Denton, Texas 76201 Weatherford, Texas 76086
Page 5
Either party may change the address to which notice ~s sent by giving the other party notice of
the new address in the manner prowded m this section
ARTICLE 12 ASSIGNMENT
Depomory shall not assign any interest ~n 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 he~rs, executors, adm~mstrators, legal representatives, successors, and assigns where
permitted by th~s 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 s~gned by both
parties
ARTICLE 15 AUTHORITY TO CONTRACT
Depository hereby does represent to the C~ty that its officer or officers who have executed th~s
Contract have full and complete capacity and authority to execute a blndmg Depository Contract
which ~s effective, for all purposes, as to all services to be provided and all terms and obhgatlons
under th~s Contract
ARTICLE 16 DUPLICATE ORIGINALS
This Contract ~s executed by the Cxty and the Depository in three copies, all of which shall be
deemed originals
iN WITNESS of which th~s Contract has been executed on th~s the 1st of February, 2000 by the
duly authorized officers of Depository and City
CITY OF DENTON
By ~~'~ Date ~
Name (lb'reef Jack Miller
Title Mayor
Address City of Denton
215 E McK~nney
Denton, Texas 76201
Page 6
ATTEST
JENNIFER WALTERS, CITY SECRETARY
TEXAS BANK
AUTHORIZED SIGNATURE
Name (Pnnt) ~u~d C44 ~c.g~
Title ~--~14lt~" tffltV~tuct^t''Ot~t~tcO~'-
Page 7
ORDINANCE EXHIBIT A
DEPOSITORY PLEDGE AGREEMENT
-18-
DEPOSITORY PLEDGE
Whereas, CiU of Denton (heremai~r called 'Deposttor') has selac~e,t , a ben~
charteredby the Store of Texu. (hereinafter called the 'Bank'), as a deposttoW for ccrratn ~f l~s ~nds m demand deposto
and/or lmerest-bearmg ume depostu enurled se follows
Account Name (s) T~pe of Account Account
Number
Employee Clauns Account Public F, md, Cbec~!n.e_
Operaungl Account Public Funds Chec~Jn~
Uohty StOking Fund Public Funds C~ckln8
Payroll Account Public 1~!~,~ Ch~kl,,_e
Rehabthtauon Cornnusston Public Funds Chccaln~
Transpormuon (]rant Public P,,,~ Cbec~n~
CDBG Commercial Development
Block Grant Public Funds Checking
Control Concentrauon Pubhc Funds NOW Cbecki,~
and such addmonal accounts as Deposttor may ~om mae m mae destgnate, and the Bank destres to be the deposttory of
such funds, aad
WHEREAS, any and all cash balances m any funds depos~tod ruth the Bank must be conunuously secured by a valid
pledge to II)eposltor of cettmn securmns (bem~ boretn called the 'Approved Sccunues') Approved Socurlues shall mean
all securmes whtch under the laws of the Sta~ of Texas, cun be used ~o secure the depostts of Deposttor The aggregam
market value of ~he Approved Socununs shall be at all umes be, exclnstve of a~cnsed reforest, equal to or m excess of
the total fonds of Depositor on depostt with ~he Bank, to the extont that md fon~ ate not insured by the Federal Depostt
Insurance Co~potauon
NOW, THg-I~EFOI~E. ~t value tccetved and m consideration of the mutual promtses and covenants herein
cootatoed, Deposttor and the Beak a&rea u follows
Deposttor depostts sh~ll be sccut~d,an~ Bank~ bere~ gtaa~s e mcumy tatorest to Deposttor m ~ll Approved
S~curtoes held ia safekeeping at ~tbe 'Safokeepmg lnsutunon~) £xcept as provided
ltl paragraph 6 of such Approved Securities shall be subject only to the joun tnsa'ucuons of both (a) suthor~zed
mdtv~duals appmnted by Deposttot, and (b) spcclfica~ly authorized ot~cets of the Bank The Depositor shall
p~'ovlde to the Bank v. Tttten aouce und specimen stSnstutns of ~uthotized represea~auves of Depnsttor on
.~ddsndum A of tlus documeat for the purpose hereof, and thereafter wn~.en nouce of the removal fi.om or
a~htlon to the e~sung names of such anthot~zed rep~essatouves The Bank shall ptovtde to the Board of
Directors of Depositor or its Authorized tepresentouves wtiuea ounce and spccunan signatures of authonzed
o~cats of the Bank on Addendum B of thts document for the purposes hereof, and thereafter wn~en notice of
addmon to ot removal fi.om the exisung hst of names of such officers Addendum A and B ate attached to and
toads a part of ~us agreement as if written word for word betem
I of 8
2 The Bank may make addiuons to or iubanmuons of Approved Sacurmas from ~e lo ~e and may
exccas Approved Sacur~das, vath tho amount and character of the n~w and/or rem=,-,ng secunuas to be subject
to the epproval of Depomtor If the Approved Sacunues, so proposed fur subanmoon are of the kind. character
amount, and value requu~d by law, ~..ch subsumuon sltsll be p~nmtted [f approved, the subsutoted Approved
Securiues shall thereafter be subject to all the terms and condmons of tl~s Pledge Agreement as fully as If
originally incorporated herein
Contomporaneously with the execution of this agreement and at the ume of the subsumuon or release of any or
file Approved Securities. file Bank shall executo and deliver m Depositor a Memorandum describing file
Approved Securmes depoaned to or withdrawn from the secunoas held pursuant to dos Agreement
4 The Bank shall not bo obligated to accept ln~res~ beanng rune deposits of Depositor m excess of $20 000 000
(twenty million dollars), but may choose to accept such deposm at its cllscreuon
5 Th= Bank shall faithfully do and perform all of tho duuas and obhgauons required by the laws of the State of
Texas for dspnaltortes of Depositor, and shall upon presentation pay all checks drawn on It by file duly
authorized represenmuvas of Depositor agmmt collacmd funds of Depositor on demand deposit, and shall at the
explrauon of the term for which it has been chosen as depository of Depositor toro over to lu successor ail
fimds, property and dungs of value coming Into Its hands as depository
6 Upon default of any of thc Bank's obhgaflons bereunder or upon msdivency of the Bank or upon the eppomtmcnt
of a receiver of the Beak and at ~ny dine thereafter, Depositor may sell at public or private sale the Approved
Securities or any part thereof aad apply the proceeds of such seie to die seosfacuon of any indebtedness caused
by virtue of said default This right ts m nddidon to other remedies which Depositor may have under th~s
agreement and wtthous prejudice to its rights to mmntmn any suit In any court for redras~ of lqlurtes sustained
by the Depositor under this Agreemem
7 The Safekeeping lnstimoon named herein hereby agrees m hold all Approved Securlues deposnad with ~t
pursuant to the terms of this Agreement and to deliver them m accordance w~th file terrr~ hereof Additionally
Safekeeping lmumuon agrees to serve as collateral agent for Depositor to the extent necessary to allow Depositor
to perfect its security Interest granted herein in the Approved Securmas
8 This agreement may be terminated by either the Bank Depositor or the Safekeeping Insutouon by git mg
(30) days prior wrtnen nodcc m the other parues, by giving noncc to the following persons al the tollowmg
addresses
Depositor
City of Denton, Texas
H±¢hael W. Jezl:lty Manager
21~ East McKmney
Denton, Texas 76201
9 All applicable provisions and requirements of the laws of file State of Texas governing depositories for Depositor
shall be a pan of this Agreement
10 The validity, operauon, and performance of this Agreement shall be governed and controlled by the laws of the
State of Texse, and the terms and condlttona of th~s Agreement shall be construed and interpreted in accordance
with file laws of this State Venue fur any proceeding brought for any breach of th~s Agreement shall be tn
Denton County, Texas
ATTEST
DEPOSITOR
BY CITY OF DENTON, TEXAS
N.~VlE Jennifer Walters
TITLE C!rv Secre~tt'v BY
NAME Jack
TITLE Mayor
~^o~ sc 2 of 8
BANK
ATTEST
BANK
BY
..... ~ "' A Bank Chartered by ~ll~ State of T~xa~
ATTEST
BY SAFEKEEPING INS l i I UTION
NAME
A B~nk Ch~trtered by ~he Stnte of Texa~
BY
NAME
TITLE
APPROVED AS TO LEGAL FORM
HERBERT C PROUTY, CITY ATTORNEY
BY
~^o~ sc 3 of 8
Ordinance Exhibit B V
November 29, 1999
Mr Tom Shaw
Purchasing Agent
City of Denton
901-B Texas Street
Denton, Texas 76201
RE Depository Bid
Dear Mr Shaw
Please find enclosed the completed depository bid submitted by TexasBank If you
should have any questions regarding the bid or need additional information, please feel
free to call one of the following contact personnel
Gwen Chick, CFO Randy Robinson, Banking Center President
(817) 598-2323 (940) 383-8225
Denton South Bank,ng Center
We look forward to the opportumty of contlnmng our relauonship with you and the City
of Denton
Sincerely,
Gwen Ch~ck
Chief Financial Officer
GC/mys
enclosures
REQUEST FOR
APPLICATIONS FOR THE PERFORMANCE OF
DEPOSITORY SERVICES
CITY OF DENTON, TEXAS
NOVEMBER 1999
RFSP# 2432
OPENING DATE:
December 2, 1999
TABLE OF CONTENTS
NOTICE TO APPLICANTS 1
I INTRODUCTION 2
II CALENDAR OF EVENTS 3
III CRITERIA FOR EVALUATION 3
IV BANK QUESTIONNAIRE 4
V ACCOUNT DESCRIPTIONS 5
VI SAFEKEEPING/COLLATERAL REQUIREMENTS 9
VII OVERDRAFTS 12
VIII INFORMATION SERVICES 13
IX OTHER STIPULATIONS 14
X OTHER MISCELLANEOUS 16
XI PROPOSAL INSTRUCTIONS 17
XII SUBMISSION CHECK 17
NOTICE TO APPLICANTS
Scaled application proposals will be received by the Ctty of Denton, Texas at the office of the
Purchastng Agent, Tom D Shaw, located at 901-B Texas Street, Denton, Texas, pnur to 2 00 p m,
on December 2, 1999, to purchase the followtng hsted services as per application tnstructlons and
specfficattons The award of the successful apphcat~on for Bank Depository Services ts expected to
be made by the City Council the 15th day of February at 6 00 p m tn the City Council Chambers at
Ctty Hall located at 215 E McI~dnney Street, Denton, Texas, 76205
RFSP # 2432 - REQUEST FOR APPLICATIONS FOR THE PERFORMANCE OF BANK
DEPOSITORY SERVICES (RFA)
Qualified prospective banks, savings associattons, and credit unions, may obtmn coptes of the RFA
~nvttatlon with information to apphcants, sealed proposals, plans and/or specifications at the office of
the Purchasing Agent, located at 901-B Texas Street, Denton, Texas tn the Purchastng/Warehouse
portton of the Service Center complex
The C~ty of Denton, Texas reserves the right to reject any and all apphcattons and to watve defects tn
apphcatlons
Minority and small business vendors or contractors are encouraged to submtt applications or btd on
any and all Ctty of Denton projects
CITY OF DENTON
(940) 349-7100
TOM D SHAW, C P M
PURCHASING AGENT
Thts advertisement to mn Monday, November 8, and Monday, November 22, 1999
I. INTRODUCTION
The City of Denton, Texas (City) la seeking competitive apphcatlons from ehglble financial
lnsutut~ons ("Bank") to be the banking serwees depository for public funds of the City This
agreement will not cover any ~nvestment transaction actiwtles other than safekeeping services and
possible purchase of certificates of deposit within a pre-defined hmat The City plans to manage ~ts
own investment portfoho The contract period will be two years begmmng March l, 2000 and
ending February 28, 2002, w~th a prowsion for three additional 1 year extensions up to three
addmonal years or five total years under the same terms and conditions of the contract, subject to the
mutual agreement of both parties The contract will also prowde for an extension period not to
exceed ninety (90) days for the transition to the new Bank depository provided no extension period
may cause the total contractual term to exceed five years or any other maximum term provided by the
applicable prowslons of Chapter 105 of the Texas Local Government Code At the outset, the City
wishes to communicate the primary object~ves of the depository agreement, an ~mportant component
of the overall treasury and debt management program of the City
· To seek a Bank that is both capable of providing h~gh quahty banking services and wflhng
to be attentive to the City's money matters
· To maximize the total dollars earned by the City on investment momes in order to be
prudent and effective custodians of the taxpayers' financial resources,
* To malntmn a good working relationship with the depository Bank, and
· To adequately compensate the depository Bank for services provaded to the City and to
allow a reasonable profit to be earned, subject to eompeutive forces ~n the market place
· To fully comply with the reqmrements of Texas Local Government Code Chapter 105, as
amended The Texas Government Code, Chapter 2257 and all other applicable laws
Th~s Request for Apphcat~ons for the Performance of Depository Services (RFA) ns 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 th~s RFA may be reason for the City to
disregard and reject the proposal Any terms in this Request for Apphcat~ons that are in confl~ct w~th
Chapter 105, as amended, of the Texas Local Government Code shall be deemed superseded by such
chapter Conflicts d~scovered between this RFA and state law by a bidder should be noted ~n such
b~dder's proposal form Apphcants will be reqmred, if awarded the depository services agreement, to
execute the documents substantial in accordance with those attached as Exhibits A, B, and C, unless
applicants note m their appllcat~ons exceptions to the terminology in such exbab~ts City will
disregard any exceptions which confl~ct w~th Chapter I05 referenced above All points outlined and
materials requested will be incorporated rote the Applicant's reply to be considered for evaluation
Attachments will be appropriate m order to answer some of the enclosed questions
Questions regardmg th~s RFA may be addressed to Tom Shaw, Purchasing Agent, c/o C~ty of
Denton - Purchasing Department, 901-B Texas St, Denton, TX 76201, FAX 940-349-7302
Questions must be received by the C~ty no later than November 22, 1999
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II. CALENDAR OF EVENTS
November 1, 1999 RFA sent to all banks located m Denton
November 3-14, 1999 Advcrttse Bank deposttory not,ce requesting subm~ssmn of apphcatmns
m local newspaper
December 2, 1999 Receive RFAs from interested Banks
December 20, 1999 Revtew recommendatton w~th the Investment Committee
February 15, 2000 Ctty Council to award contract
March 1, 2000 New bank depository contract period begins
April 15, 2000 Complete transfer of all funds from old to new depository
III. CRITERIA FOR EVALUATION
A The C~ty staffwfll rewew the submitted RFAs carefully The recommendations will be based
on the RFA deterrmned to be best on behalf of the C~ty and the taxpayers The following
areas will be constdered m the evaluation of the proposals
CRITE~A WEIGHTED PERCENTAGE
· Ability to perform the requested services 30%
· Agreement to points outhned m th~s RFA and Contract 10%
· Lowest aggregate cost ofbanl~ng servtces 25%
· Rates pa~d on NOW accounts 10%
· Fmanmal condttmn & abthty to meet collateral reqmrements 15%
· Safekeeping/collateral agreements accepted 5%
· Quahty of all reports requested 5%
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In order to be considered the depository must be a federal or Texas-chartered bank Each
proposal must provide the following information
1 The amount of paid-up capital stock and permanent surplus for the depository
2 Audited financial statements for the most recent reporting year
3 A list of the depository officers
4 A list of the depository directors
5 Ratings on outstanding debt
6 Proposed wire transfer agreement/contract
7 Sample account analysis and monthly statement
8 Availability of funds schedule
9 Proposed collateral agreement
10 Proposed custody/security safekeeping agreement
11 Cash Management Agreement
12 Any additional contracts or agreements requmng City approval (positive pay, ACH, etc)
13 RFA documents including fee schedule
14 Daylight overdraft policy
15 Community Relnvestment Act performance history for the Denton community for 1998
All RFAs must include a completed fee schedule in the form provided Only the charges
listed m Section V B Fee Schedule will be acceptable in the monthly account analysis Once
selected as the City's Depository, no additional or increased fees for services ,n the fee
schedule may be charged to the C~ty dunng the lmtial two (2) year contract period Years 3, 4
and 5 fees may increase by a percentage no greater than the total annual increase of the 1999,
2000, 2001 Dallas-Fort Worth Consumer Price Index - All Urban Consumers as measured by
the Bureau of Labor Statistics An account analysis must be forwarded to the City within 7
business days of each month for review Upon review and any necessary correct, ons, the C.ty
will anthonze a deb~t to its General Account Under most clmumstances, 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 flus RFA will be used for the length of the contract, however, the City may discontinue any
servme after s~xty-(60) days written notfficatlon to the depository Services may also be
added, with costs of new services to be negotiated at that time
E Two (2) Texas local government references for Cash Management services including persons to
contact and their respective phone numbers are reqmred wah this RFA
IV. BANK QUESTIONNAIRE
The Bank ts requested to thoroughly answer the following questions Additional pages may be
appended if space is inadequate
1 How is the Bank chartered9 State
2 What pement of current loans are classified as non-performing9 13 %
3 Does the Bank have any significant problems noted by regulatory agencies in the past twenty-
four (24) months9 If"yes", please explain No
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4 Indmate the Bank's capital to assets ratio for the last five-(5) years * See below.
5 What was the Bank's 1998 return on assets (ROA)? 1.16
6 Attach copies of the Bank's most recent FDIC (UPBR) call reports
7 Is the Bank a branch bank or will it soon become a branch bank~ If so, please indicate which
services will be provided from the Bank's present location and which will be prowded from
the main Bank Also, please red,cate service location(s) throughout the proposal where
apphcable TexasBank has two full service banking centers in Denton
From the customer's perspective, they may deal directly with the
banking center for all services, or directly with the main bank,
whichever they V. ACCOUNT DESCRIPTIONS choose.
The C~ty intends to estabhsh the following Bank accounts
Account Name T_vpe
Employee Clmms Account Zero-Balance Account
Operating Account Zero-Balance Account
Staling Account Zero-Balance Account
Payroll Account Zero-Balance Account
Rehab Account Zero-Balance Account
Concentration Account Super Now Account
SPAN Super Now Account
CDBG Account Zero-Balance Account
The C~ty reserves the rights to open or close any number or type of accounts throughout the period ff
necessary although no changes are anticipated
* Capital to asset ratio'
12-31-98 7.63
12-31-97 7.52
12-31-96 9.34
12-31-95 8.91
12-31-94 7.91
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B Fee Schedule for Services
The Service that should be made available to the City includes, but are not hm~ted to the following
Serwce Description Approximate Service Fee Total Fee
Monthly Per Item Monthly
Actiwty
Account and depository services'
Account maintenance 8 accounts ~, 0 0 4 0.0
Zero balance account maintenance 6 accounts 5.0 0 3 0.0 0
Deb~ts posted 3,000 .0 5 5 16 5.0 0
Credits posted 700 .10 7 0 0 0
Items depomed
Onus 750 .04 30.00
Foreign Items 12,000 .0 2 5 3 0 0.0 0
Cash Management 1 No Charqe 0
Account Reconmhat~on
Partial (without posmve pay) 3,500 No Charge 0
Full (without posture pay) 3,500 No Charqe 0
Posmve Pay
Pamal reoonmhat~on w~th posture pay 3,500 No Charge 0
Full reconcthatlon with positive pay 3,500 No Charge 0
Item No charge except .50 for ea~3ec
Transmission No Charge O
Serial Sort
Item 3,500 No Charge 0
Monthly minimum I No Charge 0
CD ROM
Checklmagmg 3,500 Not available *
D~sk 1
Other ac0ount and depository servmes
Controlled disbursements
Monthly maintenance ~ $1 00 per acct ] 00.00
Report
Checkspald .13 per ~.tem
Other
Funds transfer
Incoming 0 0
Repetitive (outgoing)
Domestic 34 5.0 0 1 7 0.0 0
Internal 1 0 0
Non-Repetmve (outgoing)
Domestic 1 5 0 0 5.0 0
Internal I 0 0'
Mail adwce 0 0
Other 0 0
Security ¢learanee/safekeep~n g
FRB transaction 6 1 5 0 0 9 0.0 0
DTC transaction 12 1 5 0 0 1 8 0. ~0 0
Account maintenance No Charge
Safekeeping (per ~ssue) 15.0 0
Monthly marked to market report No Charcje
Other
· Statements & ~mages are not av~lable v~a CDROM, however, these will be
ava~la'b£e v~a th~ ~nt~rne~ ~ z000 a~ no charge
Service Description Approximate Service Fee Total Fee
Monthly Per Item Monthly
Activity
Automated Clearing House services
DeblffCredlt Origination 2 1 5 0 0 3 0.0 0
Data transmission 1000 ,0 4 4 0,0 0
Return notice 1 No Charqe 0
Mmntenance I No Charge 0
Other No Charqe 0
Collateral Services
Required $4 mflhon market value (per
month) NO Charge
Additional $1 million market value
(per day) No CLazge
Monthly marked to market report No Charga
Other Pass through transactxon charges
Balance and previous day reporting
Debit/credit reporting No Charge 0
Terminal No Charge 0
Other No Charge 0
Vault Serwces
Change Order
Coin No Charge 0
Currency No Charge 0
Deposit processing No Charge 0
Other No Charge 0
Other Services
Automated stop payment No Charge 0
Automated stop payment mqmry No Charqe 0
Insufficient funds
Remm item 50 2.5 0 12 5.0 0
Redeposit reclear 1 2.5 0 2.5 0
Automated tax payment No Charqe 0
Deposit correct~on No Charge 0
Debit/credit adjustment No Charqe 0
Other No Charcje 0
List any other apphcable bank charges None.
NOTE Under a direct fee arrangement wqth the Bank, analys~s charges would be debited to the control
concentration account and an analysis fee statement will be mailed to the C~ty each month
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Automatic Payroll Deposit m a service the City offers Its 1,000 employees The Bank would be
required to produce b~-weekly payroll transfers from a magnetic tape furnished by the C~ty ~n
ACH format for the transfer of funds directly to the employee bank, savings and loan, or credit
umon account The City's net payroll ~s approximately $930,000 each pay period The C~ty
requires ~mmedlate notfficaUon of all re3ected ~tems State whether the Bank would offer any
type of special checking, money market, or loan account for the City employees The C~ty also
has approximately 800 utility customers that are drafted monthly for payment The C~ty transmits
data to the Depository by direct transmmsmn wa the C~ty's computer system Tlus is a required
service of the Depository F~nally, the City also has ACH transactions for state and federal
governmental acUwtles Please state the Bank's procedure for this service, and, hst the
appropriate cut-off times that would apply
See Attachment C.
D Does the Bank offer any type of sweep account where excess City funds could be invested at a
higher rate overmght than m a Super Now account arrangement9 Does the Bank have money
market funds consisting of treasuries, agencies, prime commercial paper, prime domestic bankers
acceptances and collaterahzed or insured certificates of deposit, that the City could utthze daily as
an ~nvestment alternative9 If so, please explain the fund's parameters and interest earmngs
history or attach a separate prospectus
See Attachment A.
The City ~ntends to pay for all account services prowded by the Bank as set forth ~n the Fee
Schedule The method expected to be used for the payment of these servmes ~s the d~rect
payment method The Bank should deb~t the appropriate account on a monthly bas~s The C~ty
will require an account analys~s each month that will clearly show volume counts, fees charged,
and total pnce for servicing the account The account analyms should also show average ledger
balances, average uncollected funds, average collected balances, ~nterest rates and the amount of
interest prod or credited to the account These fees are not subject to change for the length of this
contract Please submit a sample of the monthly account analysis statement that will be prowded
and prod monthly
F Collected F,,nrl~ Defimtmn (Deposit Availability)
The C~ty desires to receive same day creda for all funds deposited by 3 00 p m The funds should
be mvestable for any ~nvestment transactions that can be executed If not ~nvested, the funds
should earn ~nterest at the rate being prod for Super NOW accounts Please attach availability
schedule Identify the name and deposit location that will receive C~ty deposns for th~s purpose,
ffapphcable Use a separate attachment ffnecessary
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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 pa~d on Super NOW
accounts since January l, 1999 Specifically indicate if the rates are applied to ledger balances or
collected balances Indicate when the rates change and if they are based on a market rate such as
T-BIll discount or yield rate If the Bank proposes to pay the City a different rate on its Super
NOW accounts, indicate that proposal See Attachment A.
H Stop Payments
The City will require the Depository to issue stop payments upon telephone or online notification
from authorized City staff The method of stop payment is at the City's discretion The City will
provide all required stop payment reformation The Depository will provide the City with hard
copy confirmation of each stop payment
Please specify any other services available to the City of Denton, which may be thought to be
beneficial, or that may apply to the City State all related fees
VI. SAFEKEEPING/COLLATERAL REQUIREMENTS
As security for the deposits of the City of Denton, the Bank shall pledge to the City securities
equal to the largest total balances the City of Denton mmntams in the Bank Certificates of
deposit and other evidences of deposit shall be collaterahzed at 102% of market value by U S
Treasury Bills, Notes, and Bonds with a remmmng maturity of three years or less and at 102% of
market for other secuntms The secuntms so pledged, the amounts thereof and the time for
pledging same must satisfy the requirements of Texas Local Government Code Chapter 105, as
amended including, without limitation, any applicable solvency or bonding requirement
The City will accept as collateral for its certificates of deposit and demand deposits only those
secuntms identified by the Public Funds Investment Act as eligible investments Additionally,
U S Treasury securities shall be the primary securities accepted as collateral
The following investment secuntms are approved for collateral
1 United States Treasury notes, bills or bonds or obhgatlons fully and unconditionally
guaranteed as to pnnclpal and interest by the full faith and credit of the United States,
2 Obhgatlons of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation or
Federal National Mortgage Association, and
3 FDIC coverage
The C~ty will not allow Government National Mortgage Association securities or any other asset
backed/pooled type securities as collateral
These ~tems eonsutute the only acceptable means of collaterallz~ng the C~ty's deposits The
securities must be held an a safekeepmg by a third party financial ~nstltut~on pursuant to a
safekeepmg agreement s~gned by the Depository Bank and the C~ty Repurchase agreements are
not acceptable as collateral to the City of Denton
Securities pledged as collateral must be retained by a third party custodian, that Is, a subscriber to
the Fed Security W~re, and held ~n .lomt safekeeping for the Depository and the C~ty The
custothan must be approved by the City and be
·a state or national bank domaefled m Texas,
· a federal home loan bank, or
· a Federal Reserve Bank or branch of a Federal Reserve Bank
The C~ty shall be provided the original safekeeping receipt on each pledged security, which will
be filed w~th the D~reetor of F~scal Operations of the C~ty of Denton Written release by the C~ty
~s required for all releases or subst~tut~uns of pledged accounts
D R?portmg Reqmrements
The Bank shall provide the C~ty a report of securities pledged on a monthly bas~s or at any t~me
requested by the C~ty Manager, Assistant C~ty Manager of F~scal and Mumc~pal Services,
Director of F~scal Operations, or a designated representative Th~s report should reflect the
following mformat~on as of the end of each month and be dehvered to the C~ty by the 5th bus~ness
day of each month
Total pledged securities ~tem~zed by
· Name
· Type/Description/Cusip Number
· Par Value
· Current Market Value
· Maturity Date
· Moody's or Standard & Poors Rating (both, ff available)
Any substitutions of the secunt~as or reductions in the total amount pledged may be made only by
and w~th proper written authorization approved by the C~ty Manager, the Assistant C~ty Manager
of F~scal and Mumcapal Services, D~rector of F~scal Operations, or h~s designated representative
In the case of reduction, the Bank must prowde ~n writing that collateral will be avmlable when
needed to meet normal C~ty balance increases throughout the year The Ctty must approve all
securities pledged Any state or local government bonds pledged must have a rating of at least A
or A1 or better by Moody's Investor Services or Standard & Poors Corporation
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F Safeke~mg Reqmrements
The City, Depository Bank, and the Safekeeping Bank shall operate m accordance with a master
safekeeping agreement signed by all three parties The safekeepmg agreement must clearly state
that the Safekeeping Bank Is mstmeted to release the collateral securities to the City if the City
has determined that the Depository Bank has faded to pay on any accounts, or is in default of ttus
agreement, or the City has determined that the City's funds are m 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 m the
event you are a. war. ded the Bank Del~osltory Agreement must be submitted with the proposal
See Attacnea. Federal }Iome Loan Bank of Dallas.
The City will reimburse the depository Bank for any safekeeping charges, if any Speclf~ the
safekeepmg charges that wfll apply $15.00 per pledge., Federal Home Loan Bank
of Dallas charges TexasBank $15.00 per pledge.
G Maximum Amount Offered
Please state the maximum amount, if any, of pledged securities which the Bank is willing or able
to commit for eollaterahzed Super NOW accounts throughout the contract period above the
$1,000,000rmmmumreqmrement $ --- No maximum; however, a
24-hour notzce zs requ~edm~{~r~o~.ledges requzrements exceedzng
H CIW to Handle Investments
The City of Denton will be responsible for handling the investment bidding process The
Depository Bank, along wlth any eligible financial institution shall be included in the bidding
process as deemed appropriate and in accordance with the City's investment policies
I ~fekeepmgJWlre Serwces
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, 0 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 on-hne The City also requires the
ability to review the status of security transactions on-hne Controls for secunUes clearance will
be established by mutual agreement Please enclose a proposed security clearance/custody
agreement with your RFA
Safekeeping confirmation of all City security transactions will be issued and marled to the Ctty
within two business days of settlement Written communlcatmn of all security call and put option
notices will also be mmled to the City as soon as the Depository receives the notme A monthly
report hstmg all City securities held in safekeeping will be mailed to the City from safekeeping
bank within seven working days of the end of each month
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J Interest Rates Prod - Certificates of Depomt
The C~ty may choose to revest ~n the certfficates of depomt ~n the deposaory Bank or any other
ehDbl¢ fman¢lal anstltutmn The depository Bank agrees to accept t~me depoms from the Cay
for investment purposes m the form of cemfieates of depoms m varDng amounts and maturities
at rates determined by the deposatory's eompetmve bad as submatted m accordance wath penodm
eompetmve bad soheatataons conducted by the C~ty
K hlterest Rate Calculations
Interest on all certificates of depomt shall be computed on an actual day basas (365), and the
interest wall be prod to the Caty on the maturity date Interest calculations wall anelude the first
day m the investment period but wall not ~n¢lude the day of maturity Payment wall be made by
cred~tmg the Bank account
VII. OVERDRAFTS
A Definition
The Cgy does not antend to have a net overdraft posmon throughout the course of the contract
An overdraft as defined as a negatave demand balance in the C~ty accounts collectively, not by
lndavadual account
B Terms
Should an overdraft occur m the aggregate, the following stapulat~on shall apply
1 The maximum number of days the overdraft will be allowed as f xve
2 The maxamum amount of the net overdraft to be allowed wall be $ 1 m~.ll~.en
3 The mterest rate charged for overdrafts wfll be prxme per annum computed on the
actual day basas less 200 bp.
The Caty will attempt to avmd dayhght overdrafts Include the dayhght overdraft pohcy ~n the
proposal and answer the following questions How does the apphcant define dayhght overdraft9
If funds are to be received (security transactions, wares), but have not been credated to the C~ty's
account, could a dayhght overdraft result9 If a dayhght overdraft occurs, what Is the pohcy on
such an event and what charges, ~f any, would be assessed to the City9 (Include all charges ~n the
Fee Schedule)
TexasBank defxnes a daylight overdraft when unsettled deb~t
transactions exceed unsettled credit transactions TexasBank
w~ll allow a dayllght overdraft up to $1,000,000 without charges
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VIII. INFORMATION SERVICES
A Account Reconelhatlon
1 Monthly statements on all accounts showing overall activity shall be marled w~thm five (5)
bustness days after the close of the calendar month Statements shall tnclude deposits made
on the last day of the period Statements should also mclude sorted depostt shps, sorted
checks, all deb~t and credit shps, and w~re transfers The accompanying checks shall be
arranged tn ascending numerical order for the Operating and Payroll accounts All other
account statements should tnclude debit/cred~t advmes that the C~ty wdl be responsible for
placing m numerical order The City reqmres a report reflecting all ttems pa~d tn serial
number sequence, whmh ~s balanced to the Bank statement (parttal account reconcdlatmn)
The Ctty ts consldenng the use of Full Account Reconciliation tn conjunctton wtth a poslttve
pay arrangement whereby a hst of all checks ~ssued by the Cay wdl be transmttted or faxed to
the bank prior to releasmg the checks for payment The Bank will match all checks presented
to the tssued checks file and pay only those that match and nottfy the Ctty of any items
presented that do not match to receive further processtng authorizations Identify all
appheable costs on the Fee Schedule for these services ~o charges.
2 The Depository shall also prowde the C~ty w~th a magnetic computer file of the cleared
checks for each account The file ~s to be transmitted by modem or sent on a d~skette Each
deb~t or eredtt item, other than checks and deposits, shall be supported by a written
explanatton ~dentlfy~ng such item Reqmrements for the file wdl be provided at a later date
The C~ty ~s cons~denng the use of full account reconcdmtton Both full and partial account
reconmhatton, with and w~thout Pomt~ve Pay, are included on the Fee Schedule The Ctty
choose one of these services
All pa~d checks shall be returned to the City monthly, sorted tn serial sequence along with the
monthly statement
A major objecttve of the City of Denton is to become less paper oriented One of the areas ~n
whtch th~s object~ve can be achteved ts to archive cancelled checks on a medium such as CD-
ROM Tlus process should allow the Ctty to search for cleared checks and pnnt the tmage of a
cleared check Consequently, the ability of the bank to promde innovative cash management
products is an important criteria for evaluation (If this service is selected, the serial sort of
checks and the return of checks may not be a reqmred servme)
The Ctty may reqmre certmn format specfficattons of the data for the compact d~sc Please
include any sot~vare costs assomated wtth th~s servme tn the fee schedule section The City may
require a demonstratton by the Depository of this servtce
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IX. OTHER STIPULATIONS
The Bank will notify the City in writing within ten (10) days of any changes in Federal or State
regulations or laws that would thereafter affect the depository agreement The Bank shall also
notify the City of any new services that become avmlable to the City throughout the contract
period
B Wire Transfers
The City shall submit all outgomg wire transfers to the Depository according to its published
cutoff times established for current customers The Depository shall maintmn wire transfer
facilities to the Federal Reserve Bank for investment purchases or sales and other transactions
with financial mstltutlons Written confirmation of such transactions will be provided to the City
and a duplicate copy of the debit or credit shall be furnished to the City within twenty-four (24)
hours Notification to the City of incoming wire transfers or problems with outgoing wire
transfers shall be made within one (1) hour of the transaction The City requires that all
outgoing wire transfers be released within one hour
The Director of Fiscal Operations or the Cash and Debt Administrator will authorize all wire
transfers on behalf of the City In the event of computer problems or other unexpected
difficulties, the Depository shall use whatever means necessary to ensure that the City's
outgoing wire transfers are completed on the date specified through C~ty m~tmted
instructions.
C Debit and Credit A~ustments
The C~ty requires that a copy of all debit and credit adjustments be marled to the Director of
Fiscal Operations with supporting documentatmn, as the entries are made throughout each month
The City's monthly statement should also include a copy of all debit and credit adjustments
Adjustments should include descriptions, dates, and amounts in order for the City to properly
record the entries The C~ty shall not be responsible for the cost of credit and debit adjustments
necessitated by bank error
The City requires daffy on-hne reporting of ledger, collected and available balances, as well as all
credit and debit totals for all accounts for the previous day's transactions This information
should be avmlable by 8 00 a m CST
Bank statements or statement actiwty shall be rendered within 5-7 business days after the close of
the calendar month The statement must include deposits made on the last day of the month The
accompanying checks must be arranged in numerical order
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F
The Banks' records relating to the Caty of Denton accounts shall be open to review by either C~ty
staff members or City-appointed independent auditors dunng normal business hours
The Bank will submat a copy of the last andated annual finanmal statements and the subsequent
quarterly supplements along wath an annual year end uniform Bank Performance Report
H Investment Extension Period
The Bank agrees to honor and continue any mvestments made dunng the term of the deposatory
contract that wall mature after the exparataon date of the depository agreement at the same rate
estabhshed before the exparataon of the contract The anvestment extension period will not exceed
mnety (90) days
Should the Bank fad, close, or be fomed into reorganazation dunng the term of this contract, City
reserves the right to cancel the contract and re-bad for City's depository servmes
J
The Caty requests that all research requests be turned around wathln three (3) business days of the
request
All checks deposated by the Caty that do not clear the first time, should be submatted a second
time before retummg them to the City Returned checks that do not clear on the second attempt
shall be returned to the City wathm two (2) business days The City shall receave same day
telephone notfficatlon of all return atems m excess of $5,000
Please provade a schedule documenting the transatlon of transfemng the City's banking services
from the current Deposxtory to your mstatutaon Transatlon of all funds must take place within 60
days of the date the deposatory contract is awarded
M Cmn and Currency Change Orders
Several City departments require coin and currency change orders The Depository shall provide
a cost-effective change order system for corns and currency, and gtve the change order to the
City's armored delivery servace The City's account shall be debited on the day the change order
is released to the armored delivery service Please specify any advance notice requirements
greater than 24 hours_
-15-
N t3rrors
Depository errors resulting m lower City balances or reduced earmngs shall be corrected by the
Depost~ory to the satmfact~on of the Ctty The method of reimbursement or correctton shall be
mutually agreed upon by the Depository and the C~ty
In order to comply w~th our Y2K efforts, all apphcants shall prowde a warranty that all their hank~ng and
finanmal systems are Year 2000 comphant that reads "Contractor warrants that each hardware, software,
and firmware product dehvered under the contract(s) shall be able to accurately process date data
(including, but not hmtted to, calculating, companng, and sequencing) from, into, and between the
twentteth and twenty-first centuries, mcludmg leap year calculations, when used tn accordance wath the
product documentatton proxaded by Contractor, provtded that all other interfaces (e g, hardware, software,
firmware) used m combmatton wtth such product properly exchange date data wtth ~t If the contract(s)
reqmres that Contractor's products must perform as a system tn accordance w~th the foregmng warranty,
then that warranty shall apply to Contractor's products as a system The duranon ofthts warranty and the
remedies available to the C~ty of Denton, Texas for breach of flus warranty shall be as defined tn, and
subject to, the terms and hmttanons of Contractor's standard commemtal warranty or warranttes contained
tn the contract(s), promded that, notwtthstandmg any provaston to the contrary tn such commerctal
warranty or warranttes, the remedtes avatlable to the City of Denton, Texas under thts warranty shall
include repatr or replacement of any Contractor supplied product whose non-comphance ts d~scovered and
made known to Contractor m writing Nothing m this warranty shall be construed to hmtt any rights or
remedtes the Ctty of Denton, Texas may otherwtse have under the contract wtth respect to defects other
than Year 2000 performance"
X. OTHER MISCELLANEOUS
A ~
The C~ty shall reqmre a review meeting at least once every six months to evaluate the worktng
relat~onslup between the C~ty and the deposatory Bank The objective wall be to address any
problems and to seek a responsible solution More frequent meetings may be called if necessary
The final appointment of a depository Bank will be made by Ctty Council of the Ctty of Denton
C RFA Noticed
Thas RFA will be duly noticed and advertised and ts betng offered for constderatton to all
financial institutions tnside the corporate hm~ts of the City of Denton, as permttted by state laws
D Des~_maatlon of Indtvtduals
Upon being awarded the contract, the depository Bank shall designate, ~n writing, an ~ndiv~dual to
be the officml contact person for all correspondence The Ctty of Denton shall do the same The
Depository Bank shall be responsible for tramtng and commumcatmg the terms of this contract to
Bank employees
-16-
XI. PROPOSAL INSTRUCTIONS
Sealed proposals clearly marked "Request for Apphcatlons for the Performance of Depository
Services" should be delivered to Tom D Shaw, Purchasing Agent, Purchasing D~ws~on located at
the City's Service Center, at 901-B Texas Street, Denton, Texas, no later than 2 00 p m,
December 2, 1999 to the attention of
Tom Shaw
Purchasing Agent
901-B Texas St
Denton, Texas 76201
NO RFA WILL BE RECEIVED AFTER 2:00 P.M
A l~esponse to the RFA
The proposing Bank should use th~s RFA form to submit rates and to answer questions wherever
possible However, any point that the Bank cannot agree with should be clearly noted with
attachments, which explain th~s d~sagreement Please reference the section and paragraph in these
cases Also, please clearly restate the question when suppl3nng answers on any supplemental
pages If a service requirement cannot be prowded by the apphcant, term "No Proposal" should
be entered on the Fee Schedule for Services for that specific service requirement In the case of a
"No Proposal" remark, the apphcant may offer an alternative eqmvalent service for the City's
consideration
The City reserves the right to request additional information or to meet with representatives from
proposing orgamzatmns to d~scuss points m the proposal before and aiter submission, any and all
whxch may be used m forming a recommendation
The C~ty reserves the right to reject any and all RFAs
XII. SUBMISSION CHECK
A "RFA" w~th fill-m-the-blank format
B Sample bank statement
C Availability of funds schedule
D Sample dmly balance report
E Sample monthly collateral report
F Sample collateral agreement
G Sample custodtal and safekeeping agreement
-17-
H Sample controlled dxsbursement agreement
I Sample wire transfer agreement
J Sample automated cleannghouse agreement
K Sample account analysis statement
L Audited annual financial statement of the Bank of most recent year
M Daylight overdraf~ policy
N Sample vault services agreement and cutofftanes
O Ratings of outstanding debt
P Commumty Relnvestment Act performance h~story for the Denton commumty for 1998
Q New customer conversion procedures and transition schedule
R Any additional agreements that reqmre City approval
S Sample of ex~stmg contract enclosed
Submitted by: TexasBank
S~gned by- ~~
Gwen Ch~ck, CFO
Date: November 29, 1999
-18-
City of Denton Depository Bid
Submitted by TexasBank
Attachment A
Interest on Checking Accounts.
TexasBank proposes to pay interest on all checking accounts at a rate equal to the ! 3-week Treasury
B~ll discount rate plus 5 bas~s points This interest paid w~ll be m lieu o£an earnings credtt or sweep
account Th~s index is quoted dally m the Wall Street Journal and changes weekly
City of Denton Depository Bid
Submitted by TexasBank
Attachment B
Paid up capital stock and surplus:
As of October 31, 1999, capital stock and surplus of TexasBank were as follows
Prod up capital stock $5,000,000
Surplus 25,000,000
City of De,ton Depository Bid
Submitted by TexasBank
Attachment C
ACH Transactions:
· TexasBank proposes to offer, as an additional service to the City, checlang accounts to all
C~tyernployees, free of the regular monthly serviee charge In addition, TexasBank will
provide thefirst supply of checks (TexasBank stock checks) free of charge with all new City
employee accounts opened and our home banking software, OnLine Banking, free of charge
for six months This offer remmns open to all City employees as long as the depository
agreement is m effect, assuming TexasBank is the wlnmng bidder of the depository accounts
The ACH file(s) must be transmitted to TexasBank no later than 1 00 pm at least two days
prior to settlement date These can be submitted through the electronic banking software or
by a number of other options No special checking account is required for this Please see
ACH agreement
TexasBank
Cxty of Denton Depository B~d Proposal
November 29, 1999
B Sample bank statement
Please refer to the bank statements currently being sent out each month to the C~ty
POLICY
YOUR ABILITY TO WITHDRAW FUNDS
Our policy is to make funds from your deposits available to you on the first business day after the day we
receive your deposit Elantronio direct deposits will be available on the day we receive the deposit Once they
are availabla you san withdraw the funds in sash and we will use the funds to pay cheeks you have written
For determining the availability of your depo8ite, evmy day Is a business day, except Saturdays, Sundays, and
federal holidays If you make a deposit before our cut off time on a business day that we are open, we will
consider that day to be the day of your deposit However, if you make a deposit after our cut-off time, or on a
de, wa are not open, we will consider that the deposit wss made on the next business day we are open
[] Later out off times may apply for deposits made at cartam locations
Ourout-offtlmeis ~,00 P.M. ~o~ all de_Posits macl. e at Texas Bank ATMs.
Ai~ other deDOS~S 3~00 P M.
Longer Delays May Apply
In some cases we will not make all of the funds you deposit by check available to you on the first bus,ness
day after the day of your deposit Depending on the type of check that you deposit funds may not be
avaiJable until the FIFTH business day after the day of your deposit However, the first $100 of your
deposits will be available on the first business day
If we are not going to make all of the funds from your deposit available on the hrst business day, we will notify
you at the time you make your deposit We will also tell you when the funds w~ll be available if your deposit is
not mede directly to one of our employees, or if we decide to take this action after you have left the premises,
we will mail you the notice by the day after we receive your deposit
If you will need the funds from a deposit right away, you should ask us when the funds will be available
In addition, funds you deposit by check may be delayed for a longer period under the following
c~roumstanoes
We baiieves shank you deposit will not be paid
-You deposit checks totaling more than $5,000 on any one day
You redeposit a check that has been returned unpaid
- You have overdrawn your account repeatedly in the last six months
- There is an emergency, such ss failure of communications or computer equipment
We will notify you if we delay your ability to withdraw funds for any of these reasons, and we w~li tail you when
the funds will be available They will generally be available no later than the -~--]["v'--~i~'L~'['L businsss dayafter
the day of your deposit
Special Rules For New A~counts
If you are a new customer, the following special rules will apply during the first 30 days your account Is open
Funds from aiectronle direct deposits to your account will be available on the day we receive the deposit
Funds from deposits of cash, wire transfers and the first $5000 of a day s total deposits of cashier s certified,
teller e, traveler s, and federal state and local government checks will be available on the first bus,ness day
after the day of your deposit If the deposit meets certain conditions For example the checks must be payable
to you (and you may have to use a special deposit slip) The excess over $5000 wilt be available on the mnth
business day after the day of your deposit If your deposit of these checks (other than a U S Treasury check)
~a not made in person to cna of our emplo~veee the first $5000 w~ll not be available unfit the second business
day after the day of your deposit
Funds from all other check deposits will be available on theN'r[~I'H BUS'r['T~S~ day
after the day of your deposit
TexasBank
City of Denton Depository Bid Proposal
November 29, 1999
D Sample dally balance report
Please refer to the daily Cash Management Reports cunently in use
TexasBank
City of Denton Deposttory B~d Proposal
November 29, 1999
E Sample momhly collateral report
Please refer to the monthly collateral reports currently ~n use
TexasBank
Ctty ofDenton Depos~toryB~d Proposal
November29,1999
F Sample collateral agreement
Please refer to the collateral agreement currently m use
G. Sample Custodial and Safekeeping Agreement
FEDERAL HOME LOAN BANK OF DALLAS
NINTH DISTRICT
CUSTODIAL SERVICES
STANDARD TERMS AND CONDITIONS
These Custodial Services Standard Terms and Conditions ("Terms and Conditions"), effective on
a conhnumg bas~s as of September 1, 1995, govern all future custodial services between Member and
Depositor, as defined herem, and the Federal Home Loan Bank of Dallas ("Bank"), with offices at 5605
North MacArthur Blvd, Irvmg, Texas 75038, mailing address Attention Securities Safekeeping
Department, PO Box 619026, Dallas/Fort Worth, Texas 75261-9026
ARTICLE ONE
CUSTODIAL ENGAGEMENT
Section 1.1 DEFINITIONS
"Custodml Agreement and Confirm" means an agreement substantially m the form of Exhibit A
between the Bank, Member and Depositor to have Member deliver to Bank for the benefit of Depositor
certain specified collateral as outhned in such document and wtuch such document incorporates the
Terms and Conditions hereto
"DeposRor" means any mstituhon, corporation, municipality, Federal or State Agency or instru-
mentality authorized to enter into a Custodial Agreement and Confirm and who enters into a Custodial
Agreement and Confirm with Member and Bank
"Member" means a Member of the Bank or an mstitution eligible to become a Member of the
Bank that has entered into an "Amended and Restated Master Transactions Agreement" with the Bank
and who pledges collateral to Depositor m a Custodial Agreement and Confirm
Section ~[.2. PERFECTION OF SECURITY INTEREST BY DEPOSITOR Depositor is solely
responsible for perfecting its security interest m the Collateral upon delivery to it of such Collateral
and/or assignments thereto For Collateral that must be m the possession of Depositor to perfect a secu-
rity interest m such Collateral m favor of Depositor, as determined by Depositor, Member shall transfer
to the Bank and the Bank shall accept from Member eligible Collateral to hold as ballee for Depositor,
together with any necessary assignments thereof
Section 1 3 PROVISIONAL PLEDGE To the extent that Member requests in writing that the
Bank provisionally segregate specified collateral held m a safekeeping account with the Bank to be
pledged to Depositor, these Terms and Conditions shall govern such provis~onal pledge
Section 1.4. AUTHORIZATION OF CUSTODIAL SERVICES Member and Depositor autho-
rize the Bank to act as custodla~n of Collateral transferred to it pursuant to the Custodial Agreement and -
Confirm m accordance with the rights and duties contained m these Terms and Conditions and to safe-
keep such Collateral subject to the terms and cond,tions of the Securities Safekeeping Circular The Bank
shall be compensated for its services m connection with the Custodial Agreement and Confirm by the
member m accordance with the Bank's fee schedule m effect on the date the Custodial Agreement and
Confirm is signeci MemDer authorizes the Bank to make all necessary anct proper u~utt~ attu ~.t~utt~ tu
the deposit account(s) of Member ~ the Bank tn connection with the perf' Lance of custodial ser-
vices under the Custodial Agreement and Confirm All charges by the Bank tor the handlmg at~d safe-
keeping of Collateral pursuant to the Custodial Agreement and Confirm shall be paid by Member
ARTICLE TWO
RIGHTS AND DUTIES OF MEMBER
Section 2 1. OWNERSHIP OF THE COLLATERAL Member shall be the owner of all
Collateral, and all mcome derived therefrom, whether transferred to the Bank or Depositor under a
Custodial Agreement and Confirm as may be in effect from time to time and the Bank is actmg as custo-
dmn of Member on behalf of Depositor in accordance with such Custodial Agreement and Confirm of
which these Terms and Conditions are a part thereof
Section 2 2. MEMBER'S RESERVATION OF RIGHTS IN THE COLLATERAL Upon transfer
of Collateral by Member to Depositor or to the Bank on behalf of Depositor, Member shall reserve the
followmg rights in the Collateral, unless otherwise agreed to in wntmg between Member and Depositor
a The right to receive prepayments of principal from mortgage-backed securities and all
income from the Collateral, and
b The right to control the management, admmlstrahon, and supervision of the Collateral
in accordance with these Terms and Conditions and the Securities Safekeeping Circular
Section 2 3. ADDITIONS OF COLLATERAL Member may transfer to the Bank addthonal eli-
gible Collateral or transfer to Depositor additional Collateral acceptable to Depositor Upon transfer to
the Bank of such additional Collateral, the Bank will send Member and Depositor a receipt Identtfymg
the additional Collateral
Section 2.4. SUBSTITUTIONS O~ COLLATERAL In the event Member requests tn wrmng,
the Bank shall release to Member any of the Collateral upon receipt of other Collateral tn subshtutlon
thereof on written authorization received from the Depositor When substitution ~s made, the Bank
promptly shall cause a receipt describing both the Collateral substituted and that released to be marled
to Member, with a copy to Depositor Upon such substitution, all rights and obhgahons of Member and
the Bank and Depositor under the Custodial Agreement and Confirm, tncludmg the grant of a security
interest tn such Collateral tn favor of Depositor as set forth tn the Custodial Agreement and Confirm,
shall automatically apply to all substituted Collateral
Section 2 8 INDEMNITY OF THE BANK Member shah reimburse, mdemmfy, and hold
harmless the Bank from and against any and all negligence or fraud on the part of the Bank resulting
from the exerose by the Bank of any authority or power granted to it hereunder, or from claims of third
parties, Depositor, or from any taxes or other governmental charges, and any expenses related thereto,
which may be imposed or assessed in respect to the custodial services performed pursuant to the
Custodial Agreement and Confirm Member further agrees that the Bank shall be entitled to make claim
for and to receive from the value of the Collateral pledged hereunder all funds due to the Bank from
Member pursuant to the indemnity granted herein and all of the costs and expenses, including without
hmxtatton, attorney's fees arising out of or m any way connected with an action m the nature of an inter-
pleader Such claims by the Bank shall have priority status (sub]ecl to any claims of Depositor) among
the claims asserted against the Collateral
SF 8~00 (9/95) Cumin&al Services 2 ot '~
ARTICLE THREE
RIGHTS AND DUTIES OF THE BANK
Section $1. PURCHASE AND SALE OF COLLATERAL Member may purchase eligible
Collateral m accordance with the Secuntms Safekeeping Ctrcular and add such Collateral in accordance
with Section 2 3 of this Agreement Member may sell Collateral upon an eligible substltuhon of
Collateral in accordance wRh Section 2 4 of these Terms and Condition or upon receipt by the Bank of a
duly executed release of such Collateral by Depositor The Bank is authorized by Member and
Depositor to execute all orders with brokers chosen by the Bank
Section 3.2 PRINCIPAL PAYMENTS ON COLLATERAL The proceeds of any payments for
maturing obhgat~ons, of any redemptions of securities, or of any principal payments made on Collateral
except prepayment of principal on mortgage-backed securities, shall be invested as instructed orally or
m writing by Member, and ~f Member fails to provide such mstructmns, Member authorizes the Bank to
hold such proceeds as baflee for Deposttor
Sectlcn 3.3. COLLECTION OF INCOME ON COLLATERAL I'he Bank shall collect any inter-
est, dividends, prepayments of principal on mortgage-backed securities, or other income from the
Collateral m accordance with the Securities Safekeeping Circular
Section 3 4 REGISTRATION OF SECURITIES IN THE BANK'S NOMINEE The Bank is
authorized to hold any secunhes m the name of its nominee The Bank shall not be responsible for any
loss, damage, or expense that may be recurred by reason of the registration of any security in the name
of a nommee
Section 3.$. RESPONSIBILITY OF THE BANK The Bank, ~ts officers, agents, and employees
shall not be liable for errors of judgment e~ther m holding Collateral initially delivered to it or in acquir-
ing and afterwards holding addit~onal Collateral as instructed by Member, nor for any loss arrsmg out of
any investment, nor for any depreciat~on m the value of any Collateral held by the Bank pursuant to this
Agreement, nor for any act, or ormssion to act, performed or omitted by the Bank, ~ts officers, employ-
ees, or agents, m the execution of thru custodianship m good froth The Bank shall be responsible for the
safekeeping of any Collateral held by ~t pursuant to these Terms and Conditmns but m no event shall the
Bank be hable to Member or Depositor for any special, consequential, incidental, or putative damages
Sectlon 3 6. DUTIES OF THE BANK The Bank shall have the duty to take possession of and
safekeep all Collateral transferred or assigned to the Bank by Member on behalf of Depositor and to
exercise reasonable sk~ll and care when deahng w~th the Collateral
Section 3.7. LIMITATION ON SCOPE OF THE BANK'S DUTIES Depositor acknowledges
that
a The Bank wtll not make, and has no duty to make, any inquiry into the value or mar-
ketab~hty of the Collateral and shall not be responsible for determining whether the value of the
Collateral m sufficient to fully collaterahze Members obligation to Depositor,
b The Bank shall not record any assignments, file any financial statements with respect
to any security interest referred to harem, or take any other action to perfect any such security
interests,
c Neither the Bank nor any of its officers have made any representations, g~ven any
assurances, or expressed any opinions to Depositor as to the effectiveness of any of the proce-
dures and rights hereto pr6vlded m any situat~ons, including but not limited to a case where
Member rs placed m receiversfup or m liquidated,
SF 8500 (9/95) Custodial Services
d The Bank has not made and has no duty to mare any mqmry lmo me genuineness,
validity, or negotiability o e Collateral transferred to it, and ~'
e The Bank is under no duty to supervise the investment or, or to advtse or make any
recommendation to, Depositor or Member with respect to the sale of other d~sposition of any
Collateral at any time
ARTICLE FOUR
GENERAL PROVISIONS
Section 4 1 INCORPORATED DOCUMENTS Except to the extent inconsistent herewith, the
Amended and Restated Master Transactaons Agreement, the Secuntaes Safekeeping Circular, and all
future documents distributed by the Bank and related to the subject matter hereof shall apply to any and
all Custodial Agreement and Confirms between Member and the Bank as though set forth expressly
therein
Section 4 2 SUCCESSORS AND ASSIGNS The Custodial Agreement and Confirm shall inure
to the benefit of and shall be binding upon the Bank, Member and Depositor and their respective succes-
sors and assigns
Section 4.3 CONSULTATION WITH ATTORNEYS The Bank shall be entitled to employ and
consult w~h counsel of its choosing at the expense of Member and shall be entitled to act on advice of
such counsel
Section 4 4. ADDRESS FOR NOTICE All notaces to be provided hereunder shall be mailed or
provided to the parties hereto at their addresses set forth in the Custodial Agreement and Confirm
Sectaon 4 5. AMENDMENT OF THIS AGREEMENT The Custodial Agreement and Confirm
may be amended at any time by written'agreement signed by all parties thereto provided, however, that
the parties hereto expressly agree that the Bank may amend the Securities Safekeeping Circular as it
deems appropriate at its sole discretaon without further consent of the Member and the Depositor
Section 4.6 COUNTERPARTS AND EXECUTION The Custodial Agreement and Confirm
may be executed m any number of counterparts, all of which taken together shall conshtute one instru-
ment and,any of the parties hereto may execute the Custodial Agreement and Confirm by signing any of
such counterparts By executing the Custodial Agreement and Confirm, the parties acknowledge receipt
of these Terms and Conditions
ARTICLE FIVE
TERMINATION
Section 8 1, RESIGNATION OF CUSTODIAN, The Bank may resign at any time upon five (5)
business days written notice to Member Upon receipt of such written notice, the Member shall prompt-
ly locate and appoint a successor custodian and the Bank shall transfer all Collateral held by it to such
successor custodian If Member does not locate and appoint a successor custodian within five (5) busi-
ness days of delivery of not~ce of resignation from the Bank, the Bank shall deliver the Collateral to
Depositor and shall have no further obligations hereunder The obhgations of Member and Depositor to
the Bank pursuant to the Custodial Agreement and Confirm shall be deemed to survive any termination
hereof and any removal or resignation of the Bank
Section 5 2, DEEAULT BY MEMBER, If the Bank receives from Depositor written notice
("Default Notice") of Member's failure to pay when due, perform under the terms of any agreement
_ between Member and Depositor secured by the Collateral, or perform under the terms of the Custodial
SF 8500 (9/95) Custod~alServlces 4 ot 5
Agreement and Confirm ("Default"), then and notwithstanding any defense, claim, or objection that
Member may have to the contrary, the Bank shall act as the exclusive agent of the Depositor for the pur-
pose of dehvermg such part or all of the Collateral to the Depositor or ~ts nominee as directed ~n writing
by the Depositor Depositor shall be entitled to retain only that portion of the Collateral hawng a value
equal to the amount of pnnclpal and interest that Member fmled to pay at maturity, and Depositor shall
promptly execute any releases, assignments, qu~tclmms, or other documents necessary or desirable to
effect a release of Depositor's interest m the remalmng portion of the Collateral
Section 5.3 SATISFACTION. Upon satisfaction of any securRy agreement between Member
and Depositor, DeposRor shall promptly notify the Bank m writing of such satisfaction Such notice
shall be g~ven by Depositor, relative to the deposit w~th the Bank of any Collateral hereunder, m the
form of Exl'ub~t B, which exhibit ~s attached hereto and incorporated herem by reference Immediately
after receipt of notice by Depositor, the Bank shall dehver the Collateral, together wRh any necessary
assignment(s), to Member, and the Bank shall have no further obhgations under the Custodial
Agreement and Confirm
Sectio.~ 5.4 TERMINATION OF THE CUSTODIAL AGREEMENT AND CONFIRM The
Custodial Agreement and Confirm shall terminate when the Bank no longer holds the Collateral ~denti-
f~ed in a Custodml Agreement and Confn'm and pledged to Depositor pursuant to these Terms and
Cond~tions unless sooner terminated pursuant to other prows~ons hereof
SF 8500 (9/95) Custodial Services 5 of 5
EXHIBIT A
CUSTODIAL CONFIRM
Custodial Agreement Dated ,19
Depos,tor' . ~ /
Name: Cit~ of Denton DOCKET ~ M0~3
Address: ~$ East McKinney ~
Denton, Texas 76201 ~__ ~
Member:.
Name: TexasBank DOCKET # M09483
Address: P O. Box 760
W~a~;~,~,;or~, Texas 7;08;
Custod;an:
Federal Home Loan Bank of Dallas 0(~T,~ 9
650~ N. MacArthur Blvd.
P. O. Box 619026
Da/las/Fort Worth, Texas 75261-9026
Description of P~lged Collateral:
Receipt~ Cusip~ Descnpt~on Orig. Face Mat
11037061 31294JPT9 FHLMC E 00434 3,880,000 05101111
TexasBank- Me .n~er hereby grants to Depositor a first pnonty
security ,nterest m tbs above described securities. Member and
Depository hereby aut~onze the Fedsrel Home Lean Bank of Dallas
to act as Cuet~mn, ,n accordance with the Custodial Services
Standard Terms ~ Conditions ("Terms and Cond;tions') in effect
and as publishe~ I~ the Federal Home Loan Bank of Dallas from
time to time, wh~=h Terms and Conditions are hereby incorporated
into this CustodiaJ Confirm as if set forth fully hereto.
Signed this ~ ¢) ~ day of~t997.
Dazlene Toles
I
EXHIBIT B
FEDERAL HOME LOAN BANK OF DALLAS
RELEASE OF PLEDGED COLLATERAL
TO:
Federal Home Loan Bank of Dallas
5605 North MacArthur Blvd
PO Box 619026
Dallas/Fort Worth, Texas 75261-9026
ATTN Securmes Safekeeping Department
MEMBER:
Name
Address P O {~gx 9 ~O
Ctty, State, Z*p
DEPOSITOR:
Address
Custodmt Agreement and Confirm Dated
DESCRIPTION OF PLEDGED COLLA~RAL:
Deposttor hereby releases all utle and interest m the above described Collateral and instructs the Bank to
release the pledged Collateral descnbed above to the above named Member
S~gned thts day of 19 __
Deposttor
By
By
TEXAS BAHK
CONTROLLED DISBURSEMENT AGREEMENT
THIS AGREEMENT is by and between Texas Bank ("Bank") and
("Customer") In consideration of the
mutual covenants contained herein Bank and Customer hereby a§ree as follows
1 Definitions The following terms have the meanings ~nd3cated
"Agreement" means this Controlled Disbursement Agreement and all amendments
to th3s A§reement
"Bank" means Texas Bank and its successors and assigns
"Bys~ness Day" means any day other than a Saturday Sunday, or other day on
wh3ch commercial banks ]n Texas are authorized or required to close under the
taws of the State of Texas
"Collected Funds" means when a non-cash ~tem ~s tendered for deposit and
Bank has received cred3t for the deposited funds
"Customer" means the company named ~n the opening paraEraph of this
Agreement and its successors and permitted assigns
"D3sburs~n~ Account" means an account maintained at Bank further described
in Schedule "A" attached hereto which account shall be subject to paper deb~ts
on a da]ly basis and 3s the account wh3ch ~s the subject of th3s Agreement
"Dally Total" means the total da]ty amount of items from FRBD (~n-house
clearing) which are presented to be pa~d from the Disbursing Account The Da]ly
Total wilt not ~nclude any over the counter items or local clearings
"FRBD" means the Federal Reserve Bank of Daltas
"Fundlnz Account" means an account other than the D~sburs~ng Account which
account is maintained by Customer at Bank and which may be a source of funding
for the D~sburstng Account
"Internal Funding" means when Customer elects to transfer to the D~sburs]ng
Account from another account maintained by Customer at Bank Collected Funds ~n an
amount of not tess than the Da~ly Total
"Self-Fund3nz" means when Customer elects to deposit from an outside
source Collected Funds ~n the Disbursing Account in an amount of not less than
the Da~ly Total
2 Da3ly Total Each Bus,ness Day, ~tems drawn on the D]sburs]ng Account
wh3ch have been presented for payment before a deadline which may be established
from time to tlme by Bank (the "Deadline") w~11 be totalled (the "Dally Total")
The ]nformatlon Bank w~ll rely on to determine the Da]ty Total wilt be obtained
from FRBD Each Bus3ness Day Customer may obtain the Dally Total for the
Disbursing Account by wa Ema3l through TexasBank s Desktop Banking Serwce (Cash
Hanagement), or by other arrangements made w~th Bank Not3f3cat~on will be made
by the Bank pr3or to ll Ob a m on each Bus,ness Day
3 Internal Fundlnz If Customer elects to Internally Fund the Dally
Total Bank shall automatically transfer from the Funding Account Collected Funds
in an amount of not less than the Da~ly Total
4 Self-Fundln~ If Customer elects to Self-Fund the Dally Total, such
must be accomplished through a credit, from a source outside Bank to the
D~sburs~ng Account of Collected Funds ~n an amount not tess than the Da~Iy Total
5 Fundtng Account If Customer elects to Internally Fund the Da~ly
Total Customer shall maintain a sufficient balance of Collected Funds ~n the
Funding Account to allow Bank to make transfers ~n the amount of the Da~ly Total
If the Funding Account does not contain sufficient funds to cover the transfer
of the Da~ty Total amount to the Disbursing Account, Bank shall not be required
to make any transfer of funds from the Funding Account which would create an
overdraft Customer acknowledges that in the event of a deficiency, Bank may
d~shonor or refuse payment of all or some of the items drawn on the D~sburs~ng
Account which have been presented for payment Bank may, however, ~n ~ts sole
d~scret~on, create an overdraft ~n the Funding Account ~n order to transfer to
the Disbursing Account the amount of the Da~ly Total Bank's dec~slon to create
an overdraft shatI be on a case by case basis and no precedent or future
obligation w~ll be established or ~nferred from such decision If Bank permits
the Fund~nE Account to be overdrawn Customer shall pay to Bank the overdrawn
amount on the next Bus,ness Day
6 Overdraft ~n D~sb~rsln~ Account If on any Banking Day the totat
amount of items presented to be paid aEalnst the D~sburs~ng Account exceeds the
balance of Collected Funds in the D~sburs~ng Account (whether or not such amount
exceeds the Datly Total for that Business Day) Bank may but is not obl~Eated to,
overdraw the D~sburs~nE Account Items drawn on the Dlsbursln~ Account which are
presented for payment at Bank after the Deadline may be d~shonored or payment of
such ~tems may be refused or delayed untess Customer has sufficient Cottected
Funds ~n the Disbursing Account to cover payment of such items If the
Disbursing Account has Insufficient Collected Funds to cover ~tems presented
after the Oeadtlne, Bank may but ~s not obligated to, pay such items by creating
an overdraft ~n the D]sburs~nE Account Bank's decision to overdraw the
D~sburstnE Account shall be on a case by case basis and no precedent or future
obl~Eatlon wltl be established or inferred from such dec~slon If Bank permits
the Disbursing Account to be overdrawn, Customer shatI pay to Bank the overdrawn
amount on the next Bus~ness Day
? Comoensatlon and Exoenses Customer aErees to pay Bank's prevalI~nE
charges (tnctudlnE overdraft fees) in effect from t~me to time for the serwces
utilized under this AEreement In addition, Customer shall be l~able for the
payment of all charEes assessed by FRBD for the serwces prowded by FRBD to Bank
~n connection with th~s Agreement Unless otherwise prowded Bank w~tl add such
charges and fees to Customer's account analysis statement and Customer agrees to
reimburse Bank upon demand for any of such charges and fees which remain unpaid
8 Releases Customer understands and agrees that FRBD prowdes to Bank
the information Bank uses to determine each Bus~ness Day's Da~ly Total and other
related information Neither Bank nor FRBD warrant the accuracy of such
information and Customer's reltance on such Information shall be at Customer's
own r~sk Except for the gross negligence or w~ttful misconduct of Bank
Customer releases Bank from all l~abll~ttes claims, costs expenses losses and
damages of any and every kind arising out of or resulting d~rectty or ~ndlrectly
from any act, om~sslon, error or delay tn the performance or nonperformance of
Bank's serwces, agreements or duties under th~s Agreement To the extent that
Bank shall have any l~ab]tlty under this Agreement Customer's exclusive remedy
and Bank's entire l~ab]l~ty, shaIl not exceed Customer's actual damages and
actual ezpenses Customer may not assert any claim against Bank arising tn
connection w~th this Agreement more than one (i) year after the occurrence of the
event which g~ves rise to such claim THE OBLIGATIONS, RESPONSIBILITIES AND
LIABILITIES OF BANK AS ABOVE DESCRIBED ARE EXCLUSIVE AND IN LIEU OF ANY OTHER
GUARANTEES, OBLIGATIONS RESPONSIBILITIES AND LIABILITIES, WHETHER DIRECT OR
INDIRECT, EXPRESS OR IMPLIED, UNDER LAW OR EQUITY AND BANK DISCLAIMS, AND
CUSTOMER HEREBY WAIVES AND RELINQUISHES, ANY FURTHER OR OTHER GUARANTEES
OBLIGATIONS, RESPONSIBILITIES AND LIABILITIES ON BANK'S PART, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR OF
MERCHANTABILITY, AND CUSTOMER WAIVES ALL CLAIMS FOR CONSEQUENTIAL DAMAGES AND ALL
CLAIMS REGARDING LOSS OF REVENUE, INCOME PROFIT AND USE,OR DAMAGES, WHETHER
SAME BE DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR FORESEEABLE THE EXTENT
OF LIABILITY THAT MAY BE IMPOSED ON BANK IS LIMITED STRICTLY AND SOLELY TO THE
CIRCUMSTANCES AND AMOUNTS AS SET FORTH HEREIN
9 ChBn~e ~n Procedures From t~me to time, upon not less than thirty
(30) days prior written not~ce to Customer Bank may change any procedures or
fees established ~n connection with th~s Agreement Notwithstanding the
foregoing, Bank may change any procedures without prior written not~ce to
Customer where an ~mmedtate change ~n terms or conditions is necessary to
maintain or restore the security of a funds transfer system or any deposit
account
lO Perlod~c Adtustment Bank retains the right to adjust Customer's
Disbursing Account in order to correct or adjust for processing discrepancies and
shall provide Customer w~th notification of any ad]ustment within a reasonable
t~me Notification may be an ad]ustment advice telephone notification account
statement or any combination of the preceding
11 Indemnification Customer agrees to hold harmless, defend, and
lndemn~fy Bank from and against any and all liabilities claims costs expenses
losses and damages of any and every k~nd (~ncludtng reasonable attorneys' fees
and costs) arlslnE out of or resulting d~rectly or indirectly, from the acts or
omissions of Customer ~n connection with this Agreement
12 Errors Customer agrees that ~t w~ll promptly examine bank statements
for the Disbursing Account and the Funding Account Customer agrees to report
any discrepancies ~n writing to Bank within s~xty (60) days after the statement
date Failure to not~fy Bank of any such d~screpanc~es w~thtn such time period
w~tl relieve Bank of any liability for such discrepancies and Customer ts
absolutely barred from br~ngtng any action against Bank that ~s ~n any way
related to such discrepancies This section ~s in addition to but does not
replace, any disclaimer and/or limitation of liability by Bank ~n the Depository
Agreement applicable to the Disbursing Account and Funding Account
13 Force Majeure Bank shall have no responsibility or liability for
failure or delay in performance pursuant to the terms of this Agreement when such
failure or delay is due to any natural disaster, fire, flood, storm, strike
tabor unrest, war, act of God power failure equipment errors or acts by any
th]rd party, or any other cause beyond Bank's reasonable control
14 Term This Agreement may be termnated at any time by either party
hereto by giving not tess than ten (10) days pr]or written not~ce of such
term]nat]on to the other party Notw]thstand]nB the foreEo~ng Bank may
terminate this Agreement with such term]nat]on to be effective immediately upon
written notice to Customer if Customer falls to comply with the terms of the
Agreement No term]nat]on of this Agreement shall affect the r~ghts or
obl]§at]ons of either party which may have arisen or accrued pr]or to such
term]nation or expiration
15 Aoot]cable Law This Agreement shall be §overned by and interpreted
In accordance with the laws of the State of Texas and applicable federal laws
THIS AGREEMENT IS PERFORMABLE IN PARKER COUNTY, TEXAS, WHERE ANY LITIGATION
INVOLVING THIS AGREEMENT MUST BE MAINTAINED TO THE EXCLUSION OF ALL OTHER
AVAILABLE VENUES.
4
16 Entlre A~reement This A§reement supersedes and acts to rescind all prior
agreements between the parties with reEard to the subject matter of th~s
AEreement Customer agrees that ~t has not retied on any statements
representations, agreements, or warranties except as expressed herein Except as
specifically provided herein, this AEreement can only be modified or amended by
mutual written agreement of the part~es
17 Severab~tltv If any prows~on of this A§reement ~s herd to be
invalid, ~llegal, or unenforceable, such provision shall be deleted and the
remainder of this Agreement shall be enforced as ~f such invalid illegal or
unenforceable prowslon had never been contained there~n
18 P~rtl~s Bound Th~s Agreement is a regal valid and binding
obligation of Customer and Bank For the purposes of th~s AEreement, "Bank"
shall mean and ~nctude the officers, employees agents and representatives of
Bank Th~s ABreement shall be b~ndlng upon and inure to the benefit of the
part~es hereto and their respective heirs, successors and assigns however th~s
Agreement may not be assigned by Customer without the prior written consent of
Bank
19 Not~ce All notices under this Agreement shall be ~n wr~tln~ and
e~ther (1) delivered against receipt therefore (il) ma~led by reB~stered or
certified malt, return receipt requested, or (~l) sent by tetecopy, telex or
telegram, ~n each case addressed to the name and addresses as set forth on the
execution paBe(s) of this Agreement or to such other name or address as a party
may des~§nate Notices shall be deemed to have been g~ven when delivered (or ~f
ma~led on the third Business Day from date of posting)
20 Non Waiver No delay or omission by either party to exercise any
r~ght or power hereunder shall ~mpa~r such right or power or be construed to be a
waiver thereof A walver by either party of any covenant to be performed by the
other or any breach by the other shall not be construed to be a waiver of any
succeeding breach or of any other covenant
21 Ti~$ to Paragraohs The t~tles to the paragraphs used in th~s
Agreement are for reference purposes only and shall not be used to ~nterpret the
contents thereof
22 No Joint Venture Nothing contained ~n this A§reement shall be
construed to imply that a joint venture or partnership between Bank and Customer
~s created by th~s Agreement It is agreed by both part~es that Bank will
perform services for Customer under this Agreement as an independent contractor
and is in no way acting as Customer's agent
23 Surwval The terms, provisions representations, and warrant~es
contained in this Agreement which by their sense and context are ~ntended to
surwve the performance hereunder shall so survive the completion of performance
and termination of this Agreement
BANK TEXAS BANK
By
Name
Tltte
Address for Notices
102 N Ma~n
Weatherford, Texas 76086
Phone (817) 598-2265
Tetecopy (817) 598-2351
Attn
CUSTOMER
By
Name
T~tte
Address for Notices
Phone
Te!.ecopy
Attn
SCHEDULE A
CONTROLLED DISBURSEMENT AGREEMENT
Disbursln§ Account
Account Number
Styled
Addendum F~ve
Wire Transfer A~reemunt
The undersigned City of Denton ("Customer") authorizes and requests ("Bank")
to make transfers of funds from time to time in accordance with the proviswns more fully set forth
in this Agreement Such transfers shall include transfers of Customer's funds from Customer's
account(s) at Bank ("Account(s)") to Customer's account(s) at other depository restitutions, and
to account(s) of third parties at other depository institutions, and shall also mclude transfers of
funds to Customer's account(s) from third parties
Specific requests from Customer to Bank are to be mede by Customer's representatives listed on
the List of Authorized persons furnished by Customer to Bank from time to time Ehnunatlon of
any names from such List(s) or addltwn of another name or names to such List(s) shall be made
effective by actual written notice received by Bank's Wire Transfer Department
Any request by a representative of Customer may authorize one, or more than one, funds transfer
Request for transfers may be mede by cash management system, telephone, orally, or m writing
Bank may make the requested funds transfers by any means for the transmission of funds and may
also make transfers by internal means (including, as an example but without limitation,
bookkeeping entries between Bank and its correspondent banks) Transfers of funds to Customer's
account(s) from third parties shall be received subject to time deadhnes estabhshed by Bank Bank
may cancel a requested transfer if Bank receives Customer's request for cancellation, in from
satisfactory to Bank, m such time and m such manner as to allow Bank a reasonable oppommity
to act
In consideration of Bank's transfers of funds pursuant to Customer's authorized request, Customer
shall pay to Bank such transfer fees as Bank shall from time to time impose
Bank will use ordinary care m implementing funds transfer request received by it from Customer
Customer agrees that Bank and its agents and correspondents shall be conclusively deemed to have
exercised ordinary care if it or they has or have followed the procedures contained m this
Agreement, or if Customer shall have failed to follow such procedures Bank shall be entitled to
rely on ally request that it believes to have been originated by Customer, and any such request
shall for purpose of this Agreement be deemed to have been authorized by Customer
Bank shall not be liable for direct, indirect, consequential, or punitive damages of any party
(including without limitation Customer) Bank shall have no liability to third parties for any
damages incurred by such third parties arising out the performance or non-performance or services
or transfers under this Agreement, and Customer agrees to and hereby does mdemmfy and hold
Bank harmless form and against all such claims of third parties and all expenses (including,
without limitation, attorney's fees and court costs) of such claims Bank's only responsibility to
Customer occasioned by B~mk's performance or non-performance of its obligations under this
Agreement shall be to correct at Bank's expense any errors tha are due solely to Bank's
persormel, Bank's computer programs, or malfunctions of Bank-contrnlled machine
Bank shall not be liable for delays or failures in proceasmg that are caused by such events as fires,
power failures, energy shortages, smkes, boycotts, riot, war, governments regulations, failures
of Bank's vendors or suppliers, acts of God, or other circumstances or causes over which Bank
has no control If because of circumstances or causes beyond Bank's control, llnnl~ shall be
delayed beyond applicable time limits (provided herein or by law) m taking any action hereunder,
the time limit for taking such action shall be extended for such time after the cause of the delay
ceases to be operative as shall be necessary for Bank to take or complete such action
AFFOlS0E 13 of 40
9 Banlcm its discretion may assign a security coda, seconty test, or other sacunty procedure to'be
~ used by Customer to authenticate ~ transfer requests C~tomer a~ees to use all such security
codes, security teats, and other security procedures as may be Imposed by Benlc
10 Benk will furnish to Cuatomar a cunflrmm5 llot~flcaIlon of a fluids L, Imsfer after It Is mRde, either
In form of a specific advice or a periodic account statement Customer will e~Rmme such adwce
end account statement to datect the presence or absence of any disu~e~ancies between Customer's
records end the advice or statement sent by Bank, and will report eny such discrepancies to Bank
within thirty (30) days after ~ date that Bank sends the advice or account statement
11 Bank hereby enthonzed to record on tape or other re~tion devices eny or all of its telephone
conversations with Customer involving any transfer instructions
12 Customer agrees to supply Bank Mormauun that Benk may reasonably request m connection with
any prospective or completed funds transfer bereundar, meindmg without llnutatlon eny wntinss
showing confirmation of any request for transfer of funds
13 Bank shall not be obligated to mnlce any fumts transfer if the amount of such trensfer exceeds the
finally collected end ~mmedlataly avmlable funds by Customer with Bank, or exceeds eny other
hnut estabhshed by Benk If Bank in its discreuon m~lces eny such trensfer that exceeds the
amount of Customer's deposited funds, Customer shall be liable for eny and all overdraft amounts
14 All data relating to Customer's business provldad to Bank by Customer pursuant to this Agreement
will be treated confidentially and safeguarded by Bank, using the same care end dlscreuon that ~s
used with data that Bank designates confidential
15 Bank may modify or cancel this Agreement upon fifteen (15) days' noUce to Customer Customer
may cencel this Agreement upon fifteen (15) days nouce to Bank
16 This Agreement represents the entire understendmg between Bank end Customer with respect to
the matters contained hereto There are no representations or warranties, express or implied,
other than those contained herein
l? This Agreement shall be guvemed by and construed m accordance vath Texas Law, and It shall
be performable m Denton, Denton County, Texas
18 Any not~ce hereunder shall be in wntmg and may be g~ven by personal service or by depositing
m the United Sta~es mail postage prepaid to the addresses of the parties as follows (or as changed
through written notice to the other panT)
BANK ~OMER
Name City of Denton
Address Attantion
14 of 40
19 'Fats Agreement is bmdmg on thc parties hereto and their respective successors and assigns
Customer may not assign thls Agreement without the prior written consent of Bank
EXECUTED on
CUSTOMER City of Dentq~l
Name
Title
Bank
Bank Officer
Title
CERTI~'iCATION OF RESOLUTION
AUTHORIZi~G EXECUTION OF
WIRE TRANSFER AGREEMENT
I, , the Secretary of City of Denton, hereby certify that the following
is a true copy of a resolution duly adopted by the Board of Directors at a meeting held on the
and that the resolution is full force and effect as of the date of th~s certification
Be it resolved that , the of
, is hereby authorized to execute the Wire Transfer
Agreement, attached along with this Resolution, on behalf of City of Denton w~th
Dated the day of __ of ,19
SEAL
Secretary
AFF0150E 16 of 40
WIRE TRANSFER AUTIiORIZATION
CERTU~ICATE
The understgned authorized officer of the City of Denton hereby comfits that the followmg-named officers
or employees of the Ctty of Denton have been authorized by appropnate action of the City of Denton to
imitate requests or orders on behalf of the City of Denton to (thereafter called Bank)
usm§ the authorization code which has been issued m the City of Denton by Bank
Name title ~one Number ,Imit
1
2
Optional Security Procedure The following-named officers or employees of the Cit~ of Denton are authorized to
recet,ecnllbd¢lcvertficationfromBsuk Complete this mformanon only tf you have selected Option B co Av, achmem
A to the Wire Transfer Agreement
Name Fltle Phone Number
!
2
3
¢
The City of Denton agrees that the officers or employees nnm~,,d above shall have full and complete
authortty to initiate requests or orders to Bank md/or approve callback verifications from Bank pursuant
to the Wire Transfer Agreement as revised from time to time and this Certificate unless and until the Cxty
of Denton delivers written notice to Bank modifying or rescinding such anthonty, which notice shall be
tn the form of this Certificate
This Certificate supersedes any prior Certtficate of the City of Denton delivered to Bank
Dated on
(~l~Y of Denton
By
Name
Title
AFF0150E 16 of 40
ATTACHMENT A
WIRE TRANSFER
SECURITY PROCEDURE
This Attachment is hereby Incorporated into that certain Wire Transfer Agreemem with an effective date
of (the "Agreement") by and between (Bank) and the City of Denton
(User)
1 Security Procedure Selection Bank's standards Secunty Procedure consists of confirming that
the authorization code that accompames a wire transfer mstructlon corresponds with a valid
authorization code assigned to thc City of Denton If the order is voice mmatcd mvolvmg
$100,00 or more, and the order is not a repetitive order, Bank's standard secunty procedure also
includes a callbeck to a person designated by User, the City of Denton A "repetitive order" is
an instruction to Bank to pay a specified mount of money to a previously designated beneficiai'y
at a previously designated beneficinry's bank Bank also offers a number of optional Security
Procedure features that allow the City of Denton to customize the Security Procedure Bank will
use to verify that the User City of Denton has authorized an order The User acknowledges that
Bank has provided the User with a description of each of the optional Security Procedures
descnbcd below The User refuses to have Its order verified by any Security Procedure identified
In this section other than the Security Procedure(s) it has expressly designated herein The User
has reviewed Bank's standard Security Procedure and each of Bank's optional Security Procedure
features and has deterrmned that Bank's standard Security Procedure, as modified by the following
optional Security Procedure feature(s), best meets its requirements, given the size, type and
frequency of the orders it will issue to Bank
OPTIONAL SECURITY PROCEDURE FEATURES
A No callback on any orders If this box Is checked, Bank will not
perform a callback on any order, including voice-lmtiated, non-repetitive orders, regardless of
amount
B Callback to a designated individual on (check only one)
1 All voine-mltlated, non-repetitive orders that equal or exceed $
2 All voice-initiated orders (repetitive and non-repetmve) that equal or exceed
S
3 All orders based on the specific dollar limits the User has notified Bank, in writing, it has
established for each designated mdlvldual for the purpose of initiating transfers
C Cash Management Customer is responsible for establishing security provisions for individuals
initiating wire transfers through the Cash Management system
If an Option B is selected and no amount is specified above, a callback will be made on orders that equal
or exceed $100,000 Unless the User has Indicated that Bank is not to perform a callback, Bank will
attempt to contact a designated individual at a telephone number that thc User has previously provided to
Bank If an individual so contacted by Bank identifies him or herself as the designated individual and
confirms that the order was sent to Bank by the User, Bank shall be conclusively deemed to have complied
with the callback Security Procedure
2 The User is bound by orders The User agrees that it is bound by any order, whether or not
anthonzed, issued in its nam~ and accepted by Bank in compliance with thc Security Procedure
chosen by the User
3 Effect on prior agrecmants as to Security Procedures This Attachment supersedes any and
all prior agreements between the User and Bank regarding the Security Procedure to be used to
verify the orders received by Bank in the name of the User, including any other document
previously executed by the parties and designated to be "Attachment A" to the Agreeinant
AFFO150E 17 of 40
4 Security Procedure Protection. The User and Bank a~ to
preserve the confidentiality of the Security Procedure used by the User If the User becomes
aware of a breach of the Security Procedure, or suspcc~s that a breach of the SecunP/Procedure
may occtlr, the User shall immediately report this information to Bank in such a manner as to
afford Bank a reasonable opportunity u) act on the tnf~rmAt*on
In Wlmess Whereof, the pames have caused this Al~eement to be executed and do each
hereby warrant and represent that their respecttve slinatory, whose si/nature appears
below; has been and ts on the date of this Agreement, duly authorized by all necessa~
and appropriate coxporate actton to execute th~s A/reement
Agreed to and Accepted By' Asreed to and Accepted By
City o[ Denton Bank
(the ~User*)
By By
Name Name
Title Title
Date Date
AFF0150E 18 of40
Addendum Six
ELECTRONIC FEDERAL TAX PAYMENT SYSTEM
ACH CREDIT ORIGINATION AGREEMENT
This "Agreement" is made on , by mid between City of Denton ("The Company") and
('The Bank")
The Company has requested that the Bank permit It to initiate electmmc signals for paperless eutnes
through the Bank to accounts maintained at the Bank and at other fmanclal mstlmtwns, by means of the
Automated Cleanng House (the "ACH") The Bank has agreed to do so on the terms of this Agreement
Now, therefore, the Company and the Bank agree as follows
1. RULES The Company acknowledges receipt of a copy of the operating roles of SWACHA (as
amended from ttme to time, the 'Rules') The Company agrees to comply with and be bound
by the Rules The Bank agrees to inform the Company of recessions to the Rules of which the
Bank has knowledge
2 TRANSMISSION OF ENTITIES SECURITY PROCEDURES The Company will transmit
all credit emnes to the Bank at the location, on or before the deadlines, described on Attachment
I to this Agreement The Company will confirm all entr~es to the format, content and
specifications contained m the Rules, except as provided with the security procedures described
in Attachment 2 to this Agreement The Company authorizes the Bank to transmit all entries
received by the Bank from the Company in accordance with the terms of this Agreement and to
debit entries to the specified accounts
3 BANK OBLIGATIONS In a timely manner and In accordance w,th the Rules, the Bank will
process, transrmt, and settle for the entries received from the Company which comply with the
terms of this Agreement, including the security procedures
4 WARRANTIES The Company warrants to the Bank all warranties the Bank is deemed by the
Rules to make with respect to entries originated by the Company Without hmitmg the foregoing,
the Company warrants and agrees that (a) each entry is accurate and timely, and (b) the Company
will comply with the terms of the Electronic Funds Transfer Act if applicable, or Umform
Commercial Code Article 4A (UCC4A), if applicable, and shall otber~vise perform its obligations
under this Agreement tn accordance with all applicable laws and regulations The Company shall
indemnify the Bank against any loss, habthty or expense (including attorney fees and expenses)
resulting from or arising out of any breach of uny of the foregoing warranties or agreemems
$ SE'I'I~LEMENT, FINANCIAL INFORMATION AND ACCOUNT BALANCES
The Company will maintain an account with the Bank at all times dunng the term of this
Agreement The Company will mamtain in the account at least two business days prior to the
applicable settlemem date, immediately available funds sufficlem to cover all credit entries uutiated
by it The Bank will place a hold on all ACH proposed tax payment funds until payment is
completed on the apphcable settlemem date The Company authorizes the Bank to debit its
account on the applicable settlemem date in the amount of each entry
6 CANCELLATION OR AMENDMENT The Company shall have no nght to cancel or amend
any entry/file after Its receipt by the Bank However, the Bank shall use reasonable efforts to act
on a request by the Company to cancel an entry/file before transmitting it to the ACH Any such
request shall comply wtth the seconty procedures dascnbed on Attachment 2 to this Agreement
The Bank shall have no liability if it fails to effect the cancellation
AFF0150E 19 of 40
7 REJECTION OF ENTRIES The Bank shall reject any entry which does not comply with the
i'eqmrementa of Section I of this Agreement and may reject any entry if the Company la not
otherwise m compliance with the terms of this Agreement The Bank shall notify the Company
by telephone of such rejection no later than the business day such entry would otherwise have been
transmitted by the Bank to the ACH The Bank shall have no liability to the Company by reason
of the rejection of any entry or the fact that such notice is not given at an earlier tune than that
provided for harem
8, NOTICE OF RIgTURNI~D I~N'I'RI~S The Benk shall henry the Company by telephone or fax
of the receipt of a returned entry from the ACH no later than one business day after the business
day of such receipt The Bank shall have no obligation to retransmit a returned ent~ If the Bank
complied with the terms of this Agreement with respect to the onE,ns! entry The Bank has no
obligation to originate a transaction where authonzauon has been revoked
9 REVERSALS After receiving approval from the Internal Revenue Service (IRS), the Company
may untlate a reversmg entry or file of enmes as permitted by the Rules
10 PERIODIC STATEMI~NT The periodic statement issued by the Bank for the Company's
account will reflect enmes debited to the Company's account The Company agrees to notify the
Bank within a reasonable time not to exceed tinrry (30) days after the Company receives a periodic
statement of any discrepancy between the Company's records and the mformauon m the periodic
statement
11 FEES The Company agrees to pay the Bank for services provided under this Agreemem in
accordance with the schedule of charges attached to this Agreement as Attachment 3 The Bank
may change its fees from time to time upon notice to the Company Bank is authorized to charge
account number for fees
12 LIABILITY
(a) The Bank shall be responsible only for performing the services expressly provided for
in this Agreement and shall be liable only for its gross negligence m performing those
services The Bank shall not be responsible for the Company's acts or omissions
(including without lmutauon the amount, accuracy, tmielmess of transmittal or due
authonzatlon of any entry received from the Company) or those of any other person,
including without limitation any Federal Reserve Financial Instltuuun or transmission or
counnumcauons facility, any receiver or Rccelvmg Depository Financial lustltut~on
(Including without lirmtation on the return of an entry by such receiver or Receiving
Depository Financial Institution), and no such person shall be deemed the Bank's agent
The Company agrees to mdemmfy the Bank against any loss, liability or expeme
(maludmg attorney fees and expenses) resultIng from or arising out of any claim of any
person that the Bank is responsible for any act or omission of the Company or any other
person described in this Section 12(a)
Co) In no event shall the Bank be liable for any consequential, special, pumuve or redirect
loss or dnmnge which the Company may incur or suffer m connectmn with this
Agreement, including without hmitatmn, loss or dnm,ge from subsequent wrongful
dishonor resulting from the Bank's acts or onussions pursuant to tlus Agreement
(c) Without hmitmg the generality of the foregoing provisions, the Bank shall be excused
from fall,r,g to act or delay in acting if such f~uro or delay is caused by legal constraint,
Interruption of transmission or commumcetion facthues, equipment failure, war
emergency condlt~ous ur other cunumatances beyond the Bank's control In addition, the
Bank shall be excused from falling to transmit or delay m transmitting an entry If such
transmittal would result m the Bank's having exceeded any limitation upon its mira-day
net funds position established pursuant to present or future Federal Reserve ~uldelmes
AFF0150E 20 of 40
or in the Bank's otherwise violating any provision of any present or future risk confrol
program of the Federal Resarve or any rule or regulation of any other U S governmental
regulatory anthonty
(d) SubJect to the foregoing hnutattons, the Bank's liability for loss shall be hrmted to
general monetary damages not to exceed the total amount paid by the Company for the
affected ACH service, as performed by the Bank under this agreement for the preceding
30 calendar days
13 INCONSISTENCY OF NAME AND ACCOUNT NU1MBER The Company acknowledges
that, if any entry describes the receiver inconsistently by name and account number, payment of
the entry may be made on the basis of the account number even if it identifies a person different
from the named Receiver
14 BUSINESS DAY The term 'business day' as used hereto shall refer lo those days which are
open for business for the Federal Reserve The Bank w~ll furnish at the Company's request a
current calendar of said Federal Reserve business days
15 DATA RETENTION The Company shall re.am data on file adequate to perunt remaking of
entnes for five (5) business days following the date of their transmittal to the Bank as provided
herein, and shall provide such data to the Bank upon Its request
16 TERMINATION The Bank may amend the terms of this Agreement from time to ume by
notice to the Company Either party may temunate thls Atreemen; upon ten (10) days written
notice to the other The Bank shall have no obhgatlon Io transrmt emnes if the Company is in
default of Its obligations under this Agreement. including the obltganon Io pay the Bank for each
credit entry The Bank shall be entitled to rely on any written notice believed by it m good faith
to be signed by one of the authorized representatives whose names and signatures are set forth on
Attachment 4 to this Agreement
17 ENTIRE AGREEMENT This Agreement (including the Attachments attached hereto).
together with the account agreement, is the complete and exclusive statement of the a~reemem
between the Bank and the Company with respect to the subject matter hereof and supersedes any
prior agreement(s) between the Bank and the Company with respea to such subject maUer In
the event of any inconsistency between the terms of this Agreement and the account agreement.
the terms of this Agreement shall govern In the event performance of the services provided
hereto in accordance with the terms of this Agreement would result in a violation of any present
or furore stature, re/ulation, or government policy to which the Bank Is subject and which governs
or affects the transactions contemplated by this Agreement. then this Agreement shall be deemed
amended to the extent necessary to comply with such statute, re~ulauon, or policy, and the Bank
shall incur no liability to the Company as a result of such violation or amendment
18 NON-ASSIGNMENT The Company may not assign this Agreement or any of the nghts or
duties hereunder to any person without the Bank's prior wntten consent
19 BINDING AGREEMENT BENEYlT This Agreement shall be binding upon and lunre to the
benefit of the parties hereto and their respective legal representatives, successors, and assigns
This Agreement is not for the benefit of any other person, and no other person shall have any
nght against the Bank or the Company hereunder
20 HEADINGS Headings are used for reference purposes only and shall not be deemed a pan of
this Agreement
21. GOVERNING LAW This Agreement shall be construed in accordance with and governed by
the laws of the State of Texas and SWACHA rules
AFF01$0E 21 ~ 40
Company C~tv of Denton
By
Name
Title
Date
Bank
By
Title
Date
AFF0150E 22 of 40
AUTOMATED CORPORATE SERVICES AGREEMENT
ELECTRONIC FEDERAL TAX PAYMENT SYSTEM
ACH CREDIT ORIGINATION AGREEMENT
SCHEDULE A
~'rP$ ACH CREDIT TRANSACTION
PROCESSING SCHEDULE
Bank Originated 10 00 Two Busmeas Days prior to EffectIve
(fax/h~d deliver worksheet) a m Date*
Same Day Settlement I0 00 On Tax Effective Date
Transnusston 2 00 p m Two Business Days prior to Effecttve
Date*
Cash Manager 2 00 p m Two Business Days prior to Effective
Date*
*Credits originated before Two Business Days prior to the Effective Date will be rejected and
returned by the Federal Reserve.
AFFOISOE 23 of 40
AUTOMATED CORPORATE SERVICES AGREEMENT
ELECTRONIC FEDERAL TAX PAYMENT SYSTEM
ACH CREDIT ORIGINATION AGREEMENT
SCHEDULE B
SECURITY PROCEDURES
The Bank shall be entitled to rely on any written notice or other written commumcatlon beheved by it m
good froth to be genuine and to have been signed by an authonzed representative, and any such
communication shall be deemed to have been signed by such person
PERSONAL COMPUTER FILE TRANSMISSION
The Company's anthonzed representative will access the ACH system by utlhzmg the prearranged logon
procedures, remote ID, and file ID
The Company's authorized representative will provide the Bank with verification of the to~als contained
tn th~. transmission by sending a fax transmission to the Bank's contact In the event that the Company or
the authorized representative is unable to fax the mformatton, the Company's anthonzed representative will
telephone the Bank's contact with the venficanon and also mail the mformauon as hack-up on the same
day transrmtted
The Bank will anticipate the receipt of a transmission from the Company on each scheduled processing date
xdentlfied by the Company m writing and agreed to by the Bank The Company's Authorized
Representative will notify the Bank If a transmission will not take place on the prearranged scheduled
processing date The Company is responsible for ensuring that the Bank receives the transmission on each
procassmg date indicated m the processing schedule
The Bank will verify that the file totals a~ree with the Company reformation given by fax or phone Ia
the event of a discrepancy In the totals, the Bank will call the specified Company Authorized Representative
designated by an anthonzed slgnato~ of the Company If an Authorized Representative is not available
for noUficatlon, then the file will not be processed until the Company's Authorized Representattve can be
contacted on the next business day
The Company ts solely responsible for the accurate creation, modlficatton, and deletion of the account
mformatton maimained on the Company's personal computer and used for ACH money transfer The
Company agrees to comply with written procedures provided by the Bank for the creation, maintenance,
and initiation of ACH money transfer
The Company is solely responsible for access by tts employees of the data files maintained on the
Company's computer
The Company ts responsible for operator seconty procedures on the one personal computer licensed for
use of the Program
AFFO~OE 24 ~ 40
AUTOMATED CORPORATE SERVICES AGREEMENT
ELECTRONIC FEDERAL TAX PAYMENT SYSTEM
ACH CREDIT ORIGINATION AGREEMENT
SCHEDULE C
~ESC~D~E
Bank Originated ACH Credn $
Same Day Settlement Credit $
Cash Management Tax Payment $
AFFOI $OE 25 of 40
AUTOMATED CORPORATE SERVICES AGREEMENT
ELECTRONIC FEDERAL TAX PAYMENT SYSTEM
ACH CREDIT ORIGINATION AGREEMENT
SCHEDULE D
ACH AUTHORIZED SIGNATURE FORM
DATE
SENDING ENTITY NAME
COMPANY ID#
ACCOUNT#
ACH CREDIT MAXIMUM AMOUNT $
DAYTIME PHONE NUMBER 940-349-8212
AFTER HOURS PHONE NUMBER
FAX NUMBER
THE SIGNATURES BELOW ARE THE SIGNATURES OF EMPLOYEES VESTED BY OUR
BOARD OF DIRECTORS WITH FULL AUTHORITY TO SIGN TRANSMITTAL REGISTERS USED
IN CONJUNCTION WITH THE DEPOSIT OF ACH FILES
NAME SIGNATURE
1
2
3
4
)ne df the above will be contacted t~r notification o~ returned or rejected entries
Authonzed Signature
T~tle
AFF0150E 26 of40
Addendum Seven
ACH Origination Agreement
A The City of DentoB wtshas to initiate Credit and Debit Entries pursuant to the
terms of the Agreement and the rules relatIng to Corporate Trade Payment Entries (the
"Rules") of the National Clearing House Assomatlon, for the purpose of processing
payments by means of electronic debits, and , hereinafter referred
to as Bank, is willing to act as an Originating Depository Financial Institution with
respect to such Entries
B Unless otherwise defined herein, capitalized terms shall have the meanings provided in
the Rules
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained herein, The City of
Denton and Bank agree as follows
1 ]~ Bank shall prepare Prenotlficatlons and Entries (referred to herein
collectively as "Entries") on the bas~s of data transnutted by the C~tv of Denton The
City of Danto~ shall provide such data (referred to herein as "Entry Data") in the form,
have the content, and be transmitted to the Bank location at The
data shall Include a file of payees names, bank numbers, account number and debit
amounts This file shall be to specifications of Federal Reserve Bank, SWACHA and the
Bank Bank may change such requirements from time to tune upon 30 days' written
notice to the ~ Bank shall have no obhgatlon to act on Entry Data
received that does not comply with the foregoing requirements, or to reverse, adjust, or
stop payment or posting of any Entry Data received or any Entry prepared therefrom
2 Transmittal of Entries and SettlelBelat Except in the case of Entries initiated to accounts
maintained w~th Bank (referred to herein as "On-Us-Entries") Bank shall transnut Entries
that comply wlth the requirements provided for herein to its Automated Clearing House
and settle for such Entries in accordance with the Rules The City of Dento~ shall
deliver file to the Bank by 2.00 n.m. two (2~ worklmz days orlor to navment date
Where Entry Data that complies with the requirements provided for herein is received
by the Bank Deadline, Bank shall transmit the Entries prepared from such Entry Data
(other than On-Us-Entries) to Its Automated Clearing House prior to the Applicable ACH
Deadhne In the event Bank receives Entry Data after a particular Bank Deadline, it
shall have no obligation to transmit the Entries derived therefrom to Its Automated
Clearing House by the applicable ACH Deadline Any Bank Deadline may be changed by
Bank form tune to re'ne on 30 days' prior written notice to the City of Denton.
3 Pavmant With Respect to Entries
(a) Credit Entries ~ shall pay Bank in immediately available funds the
amount of each Credit Entry with respect to which Entry Data is tranarmtted to Bank
under this Agreement These funds shall be daposlted at such tune aa agreed upon by
the parties Bank shall promptly recredlt the account specified below (the "Account")
with the amount of each On-Us-Entry rejected by Bank as provided m Section 4, and
AFF01S0E 27 of 40
each other Entry returned by the Receiving DFI, provided Bank has obtained the rcturficd
Entry from such Receiving DFI
(b) Debit Entries Bank shall credit the account specified below (the "Account") with the
amount of each Debit Entry transnutted to Bank by its Account under flus Agreement
Bank shall credit the City of Denton on Settlement Date in accordance with the Bank's
customary posting procedure differences between On-Us-Entries and other Entries
l_Ca.LY_.9.,f._~ shall be entitled to withdraw the amount of such credit upon Bank's
receipt of entry In the event such an Entry is returned by a Receiving DFI in
accordance with the Rules after Bank has provided such credit, the City of Denton shall,
upon demand, repay Bank the amount of such Entry
4 On-Us-Entrie~, In the case of On-Us-Entries, subject to Bank's right to reject any such
Entry as provided below, Bank shall credit and debit the amount of each such Entry
prepared from Entry Data received that complies with the requirements provided for
herein to the appropriate Receiver's account maintained with Bank Bank shall have the
right, in its sole discretmn, to reject any On-Us-Entry for an account not in an open
stares
5 Entry Informaqq~. Bank shall provide the CISY 9f Denton with notice of the return or
rejection of Entries under this Agreement as follows The Bookkeeping Department will
notify the City of Dent0~ by telephone of any returned debit the next working day after
the item is received in the Bank's returns
Returns will be received by
1 Treasury Analyst Phone # 940-349-7743
2 Admimstrative Secretary Phone # 940-349-8531
6 I with s The City 0J~ Denton and Bank shall comply with and be bound
by the Rules as in effect from tune to time
7 Coooeratiop, The City of Denton and Bank agree to cooperate promptly and fully in the
investigation of any claim asserted by any person arising out of this Agreement or the
transactions contemplated thereby
8 Bank Llablhtv, Notwithstanding any provision to the contrary contained herein, Bank
shall only be liable to the ~ under this Agreement for Its failure to provide
any credit or make any payment provided for herein or for its gross negligence or willful
misconduct in performing the service provided for here~n Bank shall have no liability
or responsibility with respect to any other matter, including without limitations, any act
or omission by Bank's Automated Clearing House, any other financial institution, or any
other person Bank shall have no liability for any consequential damages Delay by
Bank beyond tune limits provided in this Agreement IS excused if caused by interruption
of commumcatlon facllltias, strikes, emergency conditions, or other circumstances beyond
its control
9 The City of Denton Llablhtv, Except as specified below, the City of Denton shall be
deemed to make the same warranties to Bank with respect to both On-Us-Entrias and
other Entries subject to this Agreement as Bank is deemed to make under the Rules, and
AFF0150E 28 of 40
Bank shall have no responstbthty with respect to the matters so warranted by the City of
Denton. In the case of On-Us-Entries, such warranties shall apply as of the tune such
Entries are processed by Bank Bank shall not be liable for (a) the debiting or crediting
of the amount of an Entry to the account of any person, as reqmred by the City of
I)enton. (b) the delay of any finanmal ntstttutton other than Bank in debiting or credttmg,
or the failure of such restitution to debit or credit the amount of an Entry, as required by
the City of DentQll, and (c) delay of the Cxtv of Denton m tmttatmg or the failure of the
C~tv of Denton to tmttato any Entry
10 Advertising, No advertlsmg or pubhmty concermng this Agreement in which the name
of Bank ts used will be undertaken without prior written approval of Bank
11 Verifications, After Bank receives the file from the CIty of Denton. Bank will verify the
following by telephone
A Total Amount
B Number of Records
C Pay Date
This ~nfonnatton will be verified by one of the following employees
1
2
12 Payment for Bank Services The cost of this service will be
13 The Account. The Account ts the following deposit account maintmned by the City Qf
Denton with Bank Account #
Bank Office Location
The City of Denton may, without demand, debit the Account for any amount payable by
the City of Denton to Bank under this Agreement The C~tv of Denton represents to Bank
that the Account ts, and during the term of this Agreement will be maintained primarily
for business, and not for personal, family or household purpose
14 Notices. Except as otherwise provided hereto, any written notice or other written
communication reqmred or permitted to be given under the Agreement shall be dehvered
or sent by Umted Slates regtstored mall, postage prepaid, and, if to Bank, addressed to
AFFO150E 29 of 40
and, ff to the City of Denton addressed to
Director of Fiscal Operations
215 E. McKmnev
Denton. Texas 76201
Unless another address Is substituted by notice delivered or sent as provided herein Any
such notice shall be deemed given when received
15 The cost of such ACH credtt or debit will be entered monthly as a hard-dollar charge or
payment by compensating balances may be substituted
16 Termination This Agreement may be temunated by the City of Denton or Bank at any
tune by giving thirty days' prior written not~ce thereof to the other party
Notwithstanding such ternunatlon, this Agreement shall remmn m force and effect as to
all transactions that shall have occurred prior to the date of termlnanon
17 Oovermn~, Law. This Agreement shall be construed in accordance wIth and governed
by the laws of the State of Texas
18 Headlnus. Headings are used for reference purposes only and shall not be deemed a part
of this Agreement
19 Entire A~reement. Etc. This Agreement embodies the entire agreement of the parties
w~th respect to the sub.lect matter hereof, and supersedes all previous negotiations,
representations, and agreements with respect hereto, and shall be binding upon the part~es
hereto, and their respective successors and assigns Tlus Agreement may be amended
only by a writing signed by both parties
C~tv of Denton Bank
Signed Signed
By By
Title Title
Date Date
AFF0160E 30 of 40
ACH SERVICE SPECIFICATIONS
Company Name ~
Address
Cl~y, State
Pnmar~ Contact Phone# 940-349-8224
Operations Contact Phone# 940-349-8224
Pre-note Entries Live Enmes
(date) (date)
Company Calendar
Received
(date)
ACH SERVICE INFORMATION
ACH $ervtce (. ] Direct Depoan
( ) Automanc Deb~ts
Input Media
ACH for the PC (, ) Diskette ( ) Phone Line
Company ID#
Dehvery Method (. ] Courier ( ) Company Carrter
(. )M~,I
(. ) Other-Spee~f~
Input Dehvery Locauon
BANK ACH DIVISION INFORMATION
Primary Contact Phone#
Operations Contact Phone#
AFFO150E 31 of 40
ACH DELIVERY SCHEDULE
1 AUTOMATIC DEBIT FILES
All ACH Automauc Debit files shall be delivered to the Bank no later than 12 00 p m, two business
days prior to the file Settlement Date, i e if the settlement day is Fnday, the file must be at the bank
facility disclosed m the airecment by the previous Wednesday before 12 00 p m
2 Ali ACH Direct Deposit files shall be dehvered to the Bank no lair than 12 00 p m two business day
prior to the file Settlement Date, i · if the settlement day is Friday, the ~e must be at the bank facility
disclosed in the agreement by the previous Wednesday before 12 00 p m
Always take into account bank holidays when schedtflmg your file delivery dates and tune Below is a
schedule of bank holidays for the 1997/98 year
Hohdav Date Day
Coin nbus Day October 13 Monday
Veterans Day November 11 Tuesday
Thanksgiving Day November 27 Thursday
Christmas Day December 25 Thursday
New Year's Day January 1 Thursday
Manta Luther King Day January 19 Monday
Presiden~s Day Febma~/16 Monday
Memorial Day May 25 Monday
Independence Day July 3 Friday
Labor Day September ? Monday
ACH ORIGINATION FEE SCHEDULE
ACH for the PC Software $
ACH File $
Individual File Records $
Returned Entries $
These fees may be paid direct or compensating balancus may be used to offset any and all charges
These charl~es will be calculated on the final day of each month and charged to the account of the
of Denton number on the day of the month
By City of Denton Date
AFFOlSOE 32 of 40
ACH CHART
Business Name City of Denton
AFF0150E 33 of 40
AUTOMATED CLEARING HOUSE AGREEMENT
Company authorizes Bank to transmit either credit or debit entries to said accounts In consideration of the
debited or credited by the Transfer
a non-cash item is tendered for deposit and Bank has received final credit for the funds
Service
Beneficiary
of NACHA~ SWACBA, and Fed Rea Serv
seL'ected on ScheduLe S be provided in accordance ulth the calendar set forth on ScheduLe D Company
agrees to notify Sank of any deviation from the calendar set forth on ScheduLe D, such as, without
Ltmltatlon, a change in s deslgneted file delivery date SettLement and delivery dates shaLL be dates
acceptable to Sank in tts sole and absolute discretion Company understands that a change tn a
deatsnated file deLtvery date necessarily changes the corresponding SettLement Date Company may
revise the calendar at any time, by any means acceptable to Sank, however, Sank most recetve nottce of
any revision et Least thirty (30) days prior to the effective date of any change
~afntenance of Account. Authorization Company requests that Sank perform the serwces that company
has selected on ScheduLe B From time to time, end utth the approval of Bank, Company may select
additional services as such are made avaiLabLe by Bank and Listed on ScheduLe C Bank ts hereby
selected by Company ALL funds transferred by Sank on behaLf of company in connection with credit
entries processed pursuant to thte Agreement shaLL be withdrawn from the Account
Account BaLance Company agrees to maintain a sufficient balance of CoLLected Funds tn the Account
to aLLow Bank to make eLL Transfers and other credit entries conten~Lated m thta Agreement Bank
reserves the right at any ttma to redutre that Company maintain a certain mmmum CoLLected BaLance tn
the Account If the Account does not contain sufficient CoLLected Funds to aLLow Bank to make aLL
T-snarers and other credit entries contempLated hereunder, Bank shaLL not be required to make any
transfer of funds from the Account which would exceed the balance of CoLLected Funds tn the Account
[n the event there are not sufficient CoLLected Funds tn the Account to cover Co~oany's obligations
under this Agreement~ Company agrees that Sank maYt In Tie discretion, reverse Transferal refuse to
process Payment Orders, require Company to deposit additional funds before the Payment Orders are
processed, and/or debit or place a hold on funds tn any account maintained by Company with Sank and
that Bank may set off against say amount tt owes to Company, in order to obtatn payment of Company's
obligations under this Agreement Coalpany shaLL be LiabLe for any Funds Transfer upon proper
instruction by Company ~hether or not the amount transferred exceeds Con~pany~s CoLLected BaLance Ln
that event, Coa~oany reset deposit to the account sufficient funds to reverse any resulting overdraft by
the close of the banking day on which the Transfer was effected
a Beneftcierv's Authorization Company has obtained from Beneficiary a currently valid and
enforceabLe written authorization to Initiate debit and/or credit entries to the account that
is tdenttfled in company's pa~ent Order Company has provided to each such Beneficiary a copy
of such authorization when made ALL authorizations have been mede tn compliance with the
RuLes es they may be amended from time to ttma Sank shaLL have the right to rely om each such
authorization until actual receipt from Company of a written notice that such authorization
ts terminated
b TimeLy Submission Each payment Order submitted to Sank for credit to the account of a
Seneftcfary ts timeLy
o Tfrnetv and Accurate Submission Each pay~ent Order submitted to Bank for debit to the account
of a Seneffctery is timely and is for a sum that, on the SettLement Bate with respect to such
entry, wiLL be due aedowlr~ to colRmany fromsuch Seneftctary or is for a eull spactftedbysuch
Seneftctary to be paid to company
Transfers, and Company has no knowledge of any revocation by such Beneftctary's depository
institution of its agreement to accept such Transfers, end Cen~any has no knowledge that
Seneflctary~s authorization of such Transfer has been termnated in whole or in part by
oparatton of Law
has been prepared in compliance with aLL relevant federaL, state, LocaL, or foreign court or
goveromenteL department, board, bureau, agency, acrmlmstretton, coernisston, or InstrumentaLity
As an iLLustration of the foregoing but without Limiting ~ts generality, each Ps~.ent Order
that la submitted to Bank has been prepared, insofar as appLicabLe, in compliance with the
ELectronic Fund Transfer Act, as amended, and ReguLation E, as such ReguLation may be amended
from ttma to time
2
c~eoenv,s ComoLlence ~fth Lews and Reou[attons Aa to each Transfer, Company has c~mpLled with
aLL appLtcabte Laws and governmental regulations, incLuding, without Limitation, aLL relevant
notice requirements set forth in the ELectronic Funds Transfer Act and ReguLatton E ass such
are identified above
g Ca'~oenv CemoLtance ~th Rutes Carpeny agrees to comply with all apptlcabLe RuLes, as any or
aLL such Rulee maybeamanded fromttma to t~me Company shaLL prowde to Bank ail information
needed by Sank for compliance with aLL such RuLes Company further agrees to comply with aLL
rules and instructions of Bank relevant to this Agreement
h Bank's Duty of Good Faith and Ordinary care Company HILL assume fuLL responsibility for aLL
Transfers executed by Bank in good faith and In accordance with the procedures established
herein and agrees that Bank shaLL be concLusiveLy deemed to have discharged ~ts duty to act
In good faith tf it has foLLowed the transfer procedures as contained herein and lnt he RuLes
or other documents of similar purport, and agrees that Bank assumes no responsibility beyond
its duty to exercise ordinary care
6 Record Retention Company shaLL retain the original or a microfiLm or other copy equivalent to a
microfilm record of each written authorization of each Beneficiary authorizing the initiation of
Transfers to or from Beneftciary~s account by Company or election made by any Beneficiary in connection
with such Transfers for a period of two (2) years after termination or revocation of such authorization
· -, in the case of a single entry authorization, after ~mtlatlng such entry upon request by Bank
Con,pony shaLL, within five (5) business days of such request, deliver to Bank a copy of such
authorization or election by Beneficiary, in a form that can be easily read without any optical aid
7 #atica to Beneflctarv Bank shaLL have no obligation at any time in connection with th~s Agree~nt
and Transfers hereunder to give notice of any kind to any third person IncLuding a Beneficiary, and
Company shaLL give any and aLL such notices at its own cost and expense (incLuding, without Limitation,
any notice to its employees as to avaiLabiLity of payroLL Funds Transfers or changes in such
avaiLabiLity) Lf any Seneftctary shaLL have a depository relationship with Bank, this paragraph shah
not affect such relationship or any requirements for notice to be 91ven to such Beneficiary ~n
connection with such relationship This paragraph shaLL not affect Bank's responsibility to give any
notices to Company as such may be required elsewhere in th~s Agreement
8 Prenettficatton Prior to the initiation of the first Transfer to or from a Beneflclary~s
accountpurauant to this Agreement, Company shaLL have delivered or sent appropriate notification
(,Prenotfffcatton") through Bank to the Fed Res Serv for distribution to the ROFI where the account
to be debited or credited ia maintained Such Prenotlflcatlon shaLL be to the effect that Company
intends to Initiate one or mere Transfers to the speclf~ed account pursuant to the authorization of the
Beneficiary Co~oany may initiate proper Transfers to or from an account of a Beneficiary through Bank
not Less than ten (10) business days after such Prenotlflcat~on has been transmitted by the Fed Res
gerv to the EOF] unless within that time per~od Bank shaLL have received from the Fed Res Serv a
proper notice of rejection of Prenotlflcatlon that the ROF! wiLL not accept the described Transfers
9 Resub~lsston of Prenottficat~on if Company's prenottflcatlon records is rejected by ROF! and Company
Is so notified, Company must correct the reason for rejection, resubmit another Prenotlflcatfon record,
and wa~t for the prescribed ten (10) business days before submitting any further Pe~q~ent Orders for the
Beneficiary in question
10 prtg~eatlan and aubaisston of Pe~ment Orders ALL Payment Orders submitted by Company wiLL be
prepared in accordance with Bank's requlreenenta and the RuLes
11 DeHverv of ]haut Data Company, or 1ts payroLL processor or other authorized agent, ~J[[ provide Bank
with entry information In a prescribed medium format This input must be received by 3 O0 p m not
Less than one (1) business days before SettLement Oats If ~nput media is tn the form of s tape or
diskette, tt ts to be de!fvered to the designated area specified in ScheduLe F
12 Erroneous !haUt Bank shaLL use reasonable efforts to act on a request by Company for canceLLation
of a Payment Order if such request is mede prior to transmitting the Payment Order to the ACH or, ~n
the sase of an On-Us Payment Order, prior to crediting/debiting a geneflctary~s account, provided such
request is received by Bank at a time end in a manner affording Bank e reasonable opportunity to act
on the request and provided the request complies with the security procedures for canceLLation set
forth in ScheduLe g, but Bank shaLL have no LiabiLity if such canceLLation ia not effected
prgeaas~na. TransmittaL end SettLe~nt bv Bank
e Except as otherwise expressly provided herein, Bank shett (t) process Payment Orders received
form Company to conform with the file epactftcatlons set forth in the Rules and Bank's ACH
Services manuat, (ii) process and/or transmit such Payment Orders as an OOF% to a RDFi or ACH
for further processing, end (iii) settle for such Payment Orders as provided in the Rutes and
this Agreement
b Bank shall transmt any Payment Orders requiring further processing to the ACB by the ACHes
deadline prior to the Settlement Date sho~n in such payment Orders, provided (i) such Payment
Orders are received before Bank's related cuct-off time, end (ii) the Settlement Date follows
receipt by Bank of such Payment Ordere by et [east the nurber of days requiredbyBank tn this
Agreement or through separate notification Bank will provide company with cut-off deadlines
which maybe amended from time to time Payment Orders shall be deemed recetved byBank when
c~pany has complied with the Rules for delivery of Payment Orders and att security procedures
tn Schedule G
c if one of the requirements of clause (t) or (ii) of Section 13(b) ts not mat, Bank shat[ use
reesonsbte efforts to transmit such Payment Orders to the ACH by the next deposit deadline of
the ACH
14 On-Us Entries Except as otherwise expressly prevlded, in the case of any Payment Orders received for
credit/debit to an account maintained with Bank (an "On-Us Transfer"), Bank shall credit/debit the
geneftctery~a account tn the amount of such Transfer on the setttemant Oete contained in such Payment
Order, provided the requirements set forth tn clauses (1) and (it) of Section 13(b) are met if one
~f those requirements ts not mat, Bank shall use reasonable efforts to credit/debit the Beneftctary~s
account for the Transfer on the next business day following such Settlement Oate
15 Inconsistency of ~ame and Account Nunfoer Con1~any acknowledges and agrees that if a Pay~ent Order
describes the Beneficiary, ROft, or an)' intermediary bank inconsistently by name and nu~tber, (account
n~lllber for Beneficiary, bank n~lri3er for benk)~ payment may be made f\by the intermediary or BOFI on the
basts of the number even tf its identifies a parson or bank, as the case may be, different from the
named Beneficiary or bank, and Coa~pany~s obligation to pay the amount of the Payment Order to Bank
not excused in such clrcumetancea
16 stoo Payment Neither co~r~oany nor Bank shall have the right to reverse, adjust, or stop paymant or
posting of a Payment Order after such entry has been received by the Fed Res Serv , or such earlier
time as may be tmbosed by the Rules
17 Re~ected Entr~es Upon notification that any Transfer (or group of Transfers) has been rejected by
the ACR or any RDF[ for any reason, Bank wilt notify Ce~pany, the rejected Transfer(s) mil be returned
and credited to or debited from Combany~s Account, and confirmation of the action wtL[ be sent to
Combeny by Bank Bank assumes no other reeponstbtttty with respect to such rejected or returned
Transfer Ce~13any shall aeeome mole responsibility for re~aktng and resubmitting the subject Payment
Order or otherwise handtlng the payment due a Beneficiary unless reJection was due to an error m the
handttng of such Transfer by Bank and sufficient data is avattabte to Bank to permt tt to remake such
Transfer
18 Accuracy of Payment Order Company shall bear sole responsibility for the accuracy of the transit
routing r~mfoer, doLtar amounts and account r~anbers for each Payment Order initiated by Co~oany through
Bank
19 Pa~ents. Fees ar~t Exoenses Cmtpany agrees to promt3tLy pay Bank according to Bank's published fee
schedute for services rendered by Bank under this Agreement Company agrees that Bank may reimburse
itself for fees due hereunder by debits to Company's Account if the Account does not have
sufficient Collected Balance to cover such charges and fees, Bank may reimburse ~teeLf rom any other
account maintained by co~t~eny at Bank cost, any agrees to reimburse Bank upon deflmnd for any such
charges and fees which remain unpaid Bank may, at ts option, require advance beymont of such charges
or fees or a deposit to cover such charges and frees Bank may amend said fee echedute from time to
time
20 Confttctfno Demands tn the event of any disagreement involving this Agreement, or if conflicting
demands or notices are made upon Bank rotating to this Agreement or any Pa~nont Order ttom, or amount
recetved byBank hereunder, Bank may, at its option, refuse to comply ~fth any cLatma or domonds on
or refuse to take any other action hereunder with regard to the subject matter of the dispute~ so Long
as such dispute continues, end in any such event, Banks shat[ not be or become tlebte to snyberson for
its fatture or refusal to act, and Bank shat[ be entltted to continue so to refrain from acting until
Ct) the rights of all parties shall have been futty and finally adjudicated by a court of competent
jurisdiction, or (ti) all differences short have been adjusted and ail doubt resolved by agreement
among alt of the interested parsons The rights of Bank under this paragraph are ct~utattve of
other rights Hhtch it Flay have by Law or otherwise
a ArticLe &k For a Transfer subJect to Artlcte 4A of the Texas Business and Co~erce Code, Benk
wilt not be Lfabte for any expense, claim , toss, damage, or cost (correctiveLy, 'Oamages.)
arising out of or relating to Bank's performance under this Agreement other than those Oamages
requlrod to be paid under ArticLe 4A~ provided, however, gank shaLL not be LiabLe for any Such
Oamages to the extent otherNlse disclaimed or reduced in this Agreement
b Other Transfers For Transfer requests other than those described in the lnlnediatety preceding
sub, action and for Bank's other obligations under this Agreement. Bank HiLt not be LiabLe for
any Oamages arising out of or relating to gank's performance under this Agreement other than
those Damages which directly result form Bank's acts or omissions constituting negligence or
wiLLfuL omls$1on~ subject to the Limits set forth be[ow Bank's [tahiti[les [lmttod to direct
money Oamages Co~=any actuaLLy ~ncurs In an amount not exceeding the greater of it) the
compensation Bank receives accordlrg to Company's account analysis statement during the month
in Nhtch such acts or ~xnleeiono occurred, or (ll) the amount, if any. of funds transferred from
an account with Bank owned or con[rotted by Co~oany ia) exceeding the amount specified m the
appLicabLe Payment Order or (b} to an account not specified in the appLicabLe Payment Order
Ho~ever~ Bank Wltt not be LiabLe for any Damages unless Company reports such to Bank
fourteen (14) days of the earlier of the date Company receives if) separate notification of
the erroneous Transfer. or (ii) the monthly statement which reflects such erroneous Transfer
if such an excess or incorrect Transfer occurs. Bank also ~itt caLcuLate and pay or credit
co~pensation eclulvatant to interest on the excess an~unt or the amount IncorrectLy transferred.
as appLicabLe, as provided in[ he fo[towing subsection Without tim[lng the foregoing, gank
shat[ not be LiabLe for any decision to reject Payment Orders or not to process Pa~ent Orders
for the reasons provided hereln~ or if Company is in breach of any obi[ga[Ions hereunder'
Bank reasonable believes or has actual notice of co~mencemont of bankruptcy or slmltar
proceedings against Co;11pany~ or if such processing involves funds, the ownership of which, or
the right to make withdrawals, is subJeCt to dispute Bank shat[ not be LiabLe to the extent
Company receives the benefit of any Transfer. even if such Transfer is otherwise erroneous
c interest CaLcuLation ]f Bank is obligated to pay compensation equivalent to interest, such
~lt[ be caLcuLated by Bank as fo[Lows, un[ess Bank and Company expressly agree otherwise
if the appLicabLe account Is an analyzed account. Bank ~ltt adjust the aggregate
[edger and Cotter[ed Batanoea of Company's account to reflect property in the average
balances on the account analysis the amount that ~ou[d have resulted had no error
2 if the appLicabLe account is a non-anaLyzed Interest bearing account. Bank wit[
caLcuLate the amount using the appLicabLe interest rate(s) for the account, and
if the appLicabLe account ia a non analyzed, nomnterest bearing account~ Bank
caLcuLate the amount using the average of the Federal Fund rates published by the
refund pennant to Company because a Transfer ~s not completed and such failure to
complete ~as not due to Bank's negtlgence or or~lsslon, than the Interest shat[ be
adjusted by a percentage equal to Bank's reserve requirement for the appLicabLe
account Compensation. if any. for toss of interest or use of funds due company as
a result of Bank error or of Bank's failure to execute a Payment Order ~n a [1mary
manner wit[ be for a period not exceeding fourteen (14) days. or the date of ac[ua[
d Limitation of ~lg~t[~tv Bank.s duties and respanslbltlttes are Limited to those described
in this Agreement Bank wit[ use ordinary care in performing under this Agreement. but
be responsible for any toss sustained by Company only to the extent such toss Is caused by
the resulting direct toss. as out[inod above, and not to any special lndlrect~ exemplary, or
consequential damages, including, but not timttod to. Lost profits, even if Bank has been
informed of the poaatbttlty of such damages in addition. Bank ~;t[ not be resbenslbte for
LiabiLity. Loss~ or damage resulting from c=~pany's failure to fotto~ this kgreafnent or other
procedures of AC~ Transfers of ~h~ch Bank has notified company, any delay in the performance
by Bank of. or failure to perform, the provisions of this Agreement which is caused by an act
of GoO, fire or other catastrophe, electrical or computer fatLure, acts of delays or failure
to act by~ any carrier and/or agent operating between Bank and Company, or by recipients of
transferred funds and their personnel or by any ACH or the Fed Res Serv , or, without
Limiting the generality of the foregoing, any other cause beyond Bank's control THE
OBLIGATIONS, RESPOHSLBiLLT%ES, AND LZABLLLTIES OF RANK AS DESCRLRED NERELH ARE EXCLUSIVE AND
LN LLEU OF ANY OTHER OBLLGATIONS, RESPONBLBLLiTLES~ AND LIABILITIES HEREUNDER, NHETHER DIRECT
OR LHDLRECT, EXPRESS OR LHPLIED, UNDER LAN OR EDULTY, AND RANK DISCLALHS AND COHPAHY HEREBY
HALVES AND RELiNQUiSHES ANY FURTHER OR OTHER SUCH OBLLGATiONS, REBPOHSLBILiTIE$, AND
LiABiLLTIES ON BANK'S PART~ LNCLUDING, BUT HOT LLHITED TO, ANY LNPLLED NARRANTIEB OF FITNESS
FOR A PARTICULAR PURPOSE OR OF HERCHANTABLLITY
e One Yesr Limit No actton arising out of any claimed breach of this Agreement or transaction
under this Agreement may b e brought by Co~oenymore than one (1) year after the cause of action
has accrued
22 Security Procedures Bank's Security Procedure is described In Schedule G attached hereto and
~ncorporated herein The euthorJzatiena ~n Schedule E and security procedures tn Schedule G shall
apply equally to Payment Orders and requests for cancellation or amendment of payment Orders
Accordingly, in this Section 22, "Payment Order" shall be construed to include requests for Transfers
and for cenceLLstlon or amendment of Payment Orders
Compony agrees that the security procedures set forth herein constitute e commercially reasonable
mothoo of providing security against unauthorized Payment Orders Company agrees to be bound by any
~y~ent Order, ~hether or not authorized, issued In Company's name and accepted by Bank in complIance
w~th the security procedures docmlented here~n end Cor~eny egress to Indemnify and hold Bank harmless
from any Lose suffered or Liability incurred by Bank in, or arfatng from, Bank,s executing Payment
Orders on Company,s behalf in accordance mth this Agreemant or from Bank's refusal to act upon Payment
Orders not mede in accordance with this Agreement or which cannot be authenticated by Bank if Bank
elects to attempt authentication Ltfe understooo that the Security Procedures set forth herein are
designed to verify the authenticity, end not the correctness, of e Payment Order If Company refuses
to follow the Security Proceduree~ but instead employs its own security procedure, then Company egrmes
that it will be bound by any Payment Order, whether or not authorized, issued in Company's name and
accepted by Benk In ca~pLisnce with the security procedure chosen by compony Carpany is responsible
for maintaining the confidentiality of the Security Procedures hereunder end shell promptly report to
Bank any breech thereof Bank shall have no Liability for Losses occeslenoo by Compony's failure to
ma~n~ain the confidentiality of the Security Procedures
Inden~ntf~catlon Except as otherwise established under this Agreement, Company agrees to hold harmless
and indemnify Bank, ~te e~pLoymme, agents, and affiliates from and against any and at~ Liabilities.
claims, costa, expenses, Losses, and damages for any and every kind (including reasonable attorneys'
fees and costs) arising out of or resulting, directly or Indirectly, from the acts or omissions of
Company or third parties (including, without Limitation, s RDFI~ the Fed Res Serv , or other
financial institutions or ACH), in connecttom ~tth this Agreement or the Transfers contemplated herein
%t is the ~ntentlon of the parties hereto that this indemnification shall be unlimited and that it
shall include, but not be Limited to, any and all dlrect~ tn direct, incidental, consequential, end
punitive damages
Information Compony agrees to prepare and deliver to Bank such Information or Items as requfred or
requested by Bank to perform the services contemplated by this Agreement Such information and ~tems
shall be preqared and deL~vered to Bank ~n such form and marker and at such time and place as shall be
acceptable to Bank
a Means of Ne~ce Any notice to be g~ven under this Agreement, if by Company, shall be in
writing, signed by Company, and mailed to Bank at the address et forth ~3elo~ by certified mail,
return receipt requested, end shall be considered to be given when received and accepted by
an appropriate person in Bank's Account Services Department and Bank hae had a reasonable
opportunity to act on it Any nottce to be givon under this Agreement, if by Bank, except as
other~ise provided herein, may be oral or in writing and shall be effective when gtven
b Protection of Bank Bank shall be protected in acting upon any form of not{ce when Bank in
good faith believes the notice to be genutne and what it purports to be
26 Term This Agreement shell be effective for a term of one (1) year from the date hereof This
Agreement shall renew each year on its anniversary date for a term of another year un[ess not Leas than
thirty (~0) days pr;or to such anniversary either party shall have sent the other party written notice
of Its intention that the Agreement should expire on such anniversary date and not renew
6
immediately upon notice to Company if Company falls to comply with the terms of the Agreement, if
Company falls to pry uhen due any of the fees provided for in this Agreement. or if the Account
27 HlSoeLlaneous
a Omsratfna P,o;g~ures ALt requests by Company for Transfers shaLL conform to the procedures
as set forth herein and aa gank may from time to time prescribe gank may change these
further agrees that it wiLL prevent the disclosure w~th~n and outside of its organization.
the confidentiality of the procedures ia compromised. Co~oany wiLL notify gank
An~ncl~nt
gank may change, add~ or delete any procedure established pursuant to this Agreement.
from time to time as provided in subsection 2 below In the event there is a change
by company to any ScheduLe. such change (unLess stated otherwise herein) shall be in
urltlngt signed by Company~ and shaLL not be effective until such time as it ~s
reasonable opportunity to act on it Any other medlflcatlon or amendment by Company
to this Agreement shaLL be in writing and signed by Company and shaLL be effective
when accepted by gank
2 UnLess other provisions in this Agreement or other appLicabLe Law provide otherwise.
gank may at any time amend this Agreement upon thirty (30) days written notice to
Company in accordance with the Texas Banking Code
Beneficiary or RDFi (incLuding without Limitation the return of a Transfer by such Beneficiary
or EOF[). and no such third party shaLL be deemed Bank's agent
d Corporate ResoLution if Company is a Corporation. Company shaLL provide to gank a certificate
· A=oLlcabtLftv of Oeoostt Aereement The accounts with gank affected by this Agreement shaLL
continue to be governed by the Deposit Agreement issued by gank appLicabLe to such accounts.
aa it may be amended fron~ time to ttms~ except to the extent such Deposit Agreement may be
lnconatstent with this Agreement
or unenforceable, the enforceability of the remaining provisions shaLL not be affected
h PLace of Performance T~is Agreement wiLL be governed bythe La~s of the State of Texas ALL
obligations hereunder are berformsbLe in Parker County. Texas. and exclusive venue of any
Litigation arising out of this Agreement shaLL be maintained in Parker County~ Texas The
Limitation of LiabiLity and indemnity provisions of this Agreement wiLL survive termination
of ~hts Agreement
the benefit of~ and be binding upon the parties hereto, and their respective successors.
which by their sense and context are intended to survive the porformsnce hereunder shaLL so
Entire Aereement This Agreement constitutes the entire understanding of the parties in
7
Effective ~he day of ~ ~7__
COH~AN¥
(Company's Address)
By
TitLe
BANK
Texas Bank
P 0 Box 760 By
Weatherford, Texas 76086
Hame
T;tLe
SCHEDULE A
ACH Origination Settlement Account(s)
ACCOUNT NUMBER ACCOUNT STYLE
SCHEDULE B
ACH Service(s)
~'~ Deb~t Origination (Cash Concentration, Preauthonzed Payments)
~ Credit Or,great,on D~rect Deposit of Payroll, Cash D~sbursement)
~ Other
SCHEDULE C (Effective 4-1-94)
Deb~t Origination Day Cycle/Night Cycle $ 09/09/Item
Credit Origination Day Cycle/Night Cycle 09/09/Item
Inmal Setup Fee 30 O0
Tape/D~skette Handhng Fee 25 00/Tape
SCHEDULE D
1998 BANK CALENDAR
JANUARY 1998 APP, IL 1905 JUL~ 1998 OCTOBER 1998
S ~l T W T F b ~ M T W T ~ ~ ~ ~1 T W T F ~ S M T W T F S
I 2 ~ I 2 t 4 I 2 3 4 I 2
4 5 6 7 h 0 l0 5 6 7 ~ ,) 10 II 5 6 7 ~ 9 10 II 4 5 6 7 8 o I0
II 12 13 14 15 16 17 12 I~ 14 15 16 ~7 18 12 1~ 14 15 16 17 18 II 12 13 14 15 16 17
18 19 20 21 22 23 24 It} 20 2l 22 2~ 24 25 19 20 21 22 2~ 24 25 18 19 20 21 22 23 24
25 26 27 28 29 30 31 26 27 2~ 29 ~0 26 27 2~ 29 30 31 25 26 27 28 29 30 31
kl~ 1008 AUGLbT 1998 NOVEMBER 1098
FEBRUARY 1998 ~ M T W T F % % XI T W T F g b ~1 T W T F S
~ ~l T W T F ~ I 2 I I 2 t 4 5 6 7
I 2 3 4 5 h 7 ~ 4 5 ~s 7 ~ ~ 2 ~ 4 ~ 6 7 8 8 9 IO II 12 I~ 14
8 9 I0 II 12 I~ 14 IO II 12 I~ 14 15 16 O I0 I1 12 I~ 14 15 1~ 16 17 18 19 20 21
15 t6 17 18 19 20 21 17 18 19 20 21 22 23 16 17 18 19 20 21 22 22 23 24 25 26 27 28
22 23 24 2~ 26 27 28 %, 25 2fi 27 2~ 29 30 '/ V 25 26 27 28 29 29 30
MARCI{ 1998 JUNE 19'~g sEPTEMBeR 1998 DECEMBER 1998
g ~1 T W T F ~ > ~l T W T ~ > ~ M T ~V T F S S M T W T F g
8 9 I0 II 12 I1 14 7 8 ,} I0 II 12 I~ 6 7 8 0 10 I1 12 6 7 8 9 10 I1 12
15 16 17 18 19 20 21 14 15 16 17 18 It} 20 1~ 14 I> 16 17 18 19 13 14 15 16 17 18 19
22 23 24 25 26 27 28 21 22 23 24 2~ 2b 27 20 21 22 23 24 25 26 20 21 22 23 24 25 26
29 30 31 28 29 30 27 2~ 29 30 27 28 29 30 31
To guarantee avaflablhty of funds on settlement day, files must be received by
TEXASBANK __ (__) banking days prior to settlement Please CIRCLE the days
your payroll or debit file ~s to be transmitted or dehvered Place an "X" on the
settlement day Bank hohdays indicated below
January 1. 19 February 1{~ March April ~
May 25 June __ July August
September 7 October 12 November 11. 26 December 25
Please complete the calendar above, then sign and date below.
S~gnature Date
(TITLE)
Company Name~
SCHEDULE E
COMPANY REFERENCE FORM
COMPANY NAME
{number) s~gnaturea are required of offlcera of the company or agents for the company each of whom has ful)
authority to transact bus~ness on behalf of the company pursuant to and under the Texas Bank Automated
Cleannghouae Agreement
NAMES AND TELEPHONE NUMBERS OF PERSON(S) TO CONTACT
The following person(s) is designated to have APPROVAL authority for Automated Cleannghouse transam~ona
NAME (PL~EE TYPE OR PRINT IN INK) TELEPHONE NO SIGNATURE (PLEASE SIGN IN INK}
The following person(s) is designated to have ORIGINATION authority for Automated Cleannghouse transactions
NAME {PLEASE TYPE OR PRINT IN INK) TELEPHONE NO
APPROVED BY TITLE DATE
SCHEDULE F
AUTOMATED CLEARING HOUSE FILES CONTAINED ON EITHER MAGNETIC TAPE OR FLOPPY DISK MUST BE
DELIVERED TO THE FOLLOWING TEXAS BANK LOCATION FOR PROCESSING
TO GUARANTEE AVAILABILITY OF FUNDS ON SETTLEMENT DAY, MAGNETIC TAPES/FLOPPY DISKS MUST BE
RECEIVED BY TEXAS SANK, AT THE FOLLOWING LOCATIONS, AT LEAST ONE (1) BANKING DAY PRIOR TO
SETTLEMENT DAY ACCORDING TO THE PROCESSING DEADLINES INDICATED BELOW
DESIGNATED MAGNETIC TAPE/FLOPPY DISK DELIVERY LOCATIONS
TEXAS SANK - WEATHERFORD
128 Austin
Weatherford, TX 76086
ATTN TONYA POWELL I 00 P M
SCHEDULE G
TEXAS BANK
ACH SECURITY PROCEDURES
The following ACH security procedures are applicable to magnetic
media and paper ~nput data
1) Upon execution of the Agreement, Bank w~ll lssue a password to
each Company Representative designated as having APPROVAL authority
· n schedule E When possible at least two (2) persons should be
deslgnated as backup to Company's primary APPROVAL contact
2) Company w~ll submit a transmittal form to Bank for each payment
order f~le The transmittal must ~nclude the f~le creation date,
credit and deb~t dollar totals, and total number of payment order
entr~es The transmittal form must be s~gned by a Company
Representative designated as having ORIGINATION authority ~n
schedule E
3) Upon receiving a f~le transmission, Bank w~ll verify that the
signature on the accompanying transmittal form matches that of an
ORIGINATION Company Representative on Schedule E If a match
cannot be verified, Bank w~ll not~fy the primary APPROVAL Company
Representative
4) After processing the file and verifying transmittal data, Bank
w~ll contact the primary APPROVAL Company Representative That
person w~ll conf~rm identity w~th h~s/her Password, and verbally
provide the total dollar amounts of deb~t and credit entr~es to
Bank for conf~rmat~on Th~s conversation will be logged by Bank
5) When the preceding verification process is completed, Company's
f~le w~ll be processed
6) Any telephone conversation between a Company Representative (or
a person who purports to be) and Bank may be recorded by Bank
.NTON
'=.A~ K PAGE 1
RD TX Officer CATHY L FRAZIER
/ 383 2641
From 3-31 99 To 4 30.99
~ Days Analyzed 030
/ CiTY OF DENTON Account 298188
° CONTROL CONCENTRATION ACCOUNT
· ·HOLD STATEMENT BR ~ 2 UPSTAIRS
"*~··ATTN LYN JACKSON .....
II1,,,11,,,11,,,11,,,11,,,11,,,11,,,11,,,11,,,11,,,I
sad Account 298188
Combined Accounts 0000298158 0000298307 0000298315 0000298323
0000298331 0000298547 0000298620 0000298638
0630000116
COMBINED ANALYSIS STATEMENT
· Analysis Summary --
Average Daily Book Be/unce 3.006,263 00
Average Dally Customer Collected Balance 3,006,263 00
Settlement Summary ·
Direct Charges 1,873 83
Total Deferred Charge to Account 298188 1,873 63
Charge will be Assessed 6110199''
· Rate Summary - --"
Earnings Reserve Borrowed Funds FDIC
Credit Requirement Book I Collected Assessment
Description oi Direct Charges- -- '
Unit Unit Units tNo Total
Services Rendered Value Price Used Chg Price
Maintenance Fee 5 00 7 36 00
Debits Processed 065 3435 188 91
Credits Processed 100 756 75 60
ACH Debits Fee 055 13 71
On Us Items Fee 023 629 15 72
Foreign Item Fee 1 028 10603 265 13
~IM Monthly Fee 60 000 I 000 50 00
uut Wire . $8 6 000 28 000 140 00
ACH DISK $18 18 000 3 000 48 00
ACH/Item-04 040 999 000 39 96
Bill Pmt Item Fee 055 759 000 41 74
C/B Redep Fee $1 1 000 97 000 97 00
Control Dish Mo Fee 100 000 1 000 100 00
Control Dis Item Fee 130 2472 000 321 36
C/B Analysis $2 80 2 500 41 000 102 80
Safekeeping Penalty 50 000 1 000 60 00
SIK Security Trensf 13 000 9 000 136 00
Safekeeping Receipt 10 000 17 000 170 00
Total Direct Charges 1,873 63
P. Cc~tunlty Relnvestme~tt ~ct Performance for Denton
Hlstory
l.~go lnsutunonI Performance
J~y t~
[Comple~ for me~opoli~ ~ w~ so~ or ~1 ~sessment ~e~
mvtew~ ~ ~e ex~m,-~tton pr~ed~es]
DESC~ION OF ~S~T~ON'S OPE~ONS ~ DE~ON CO~, ~:
Denlon Coun~ ~s a p~ of ~e Dal~ PMSA ~e co~ ~ a 1998 espied ~p~auon of 3~.~0
resldenm ~ mpresen~ ~ mcre~e of ~ouz ~ 3 ~menz over 1997 ~p~auon ~s ~d a 40 4
percent mcre~e over I~ cem~ dam
~e coun~ core.sm of 48 cereus ~c~ Of ~ese ~cm. ~ or 6 3 ~en~ ~e des~gmted ~ low-
income ~d s~ or 12 ~ ~rcent ~e desk.md a m~emm-mcome ~e~ M~ddle- ~d up.r-income
~c~ comprise 39 6 ~d 41 7 ~rcent. res~tlvely ~e ~998 f~y income
medl~
is $54.4~ B~ed on 19~ ce~ fi~s. ~ ~ 70.331 f~les m ~e ~sessm~ ~ea.
approx~tely 12 pement of ~e f~hes ~mg low-~ome M~erate-. ~ddle- ~d upper-income
f~es accost ior a~ut 16.25. ~d 47 ~rcent. res~c~vely
TB operates four br~ches m ~e counw, wt~ ~o m ~e ctw of Denton. ~d one each m ~ower
Mo~d ~ ~wtsvflle Of ~e four br~ches, o~ is m a moderate-income ~act. one m m a ~ddle-
income ~t. ~ ~o ~e m up.r-income ~c~ Since ~e l~t evaluation, one brach l~ated m
upper-income ~act was o~ned m 1998 No br~hes ~ve been closed s~e ~e l~t evaluauon
According to ~e NDIC. ~ere ~e 24 co~erc~ b~ ~d fo~ savings ~umttom opera~g m
Denton Co~W To~ depos~ m ~e ~ea ~ of J~e 30. 1998 ~e about $2 b~hon
W~ a 5 1 ~rcent ~ket
Large Imuumon Perform~,~ Evaluauon
~y 1999
CONCLUSIONS W1TH RESPECT TO PERFORMANCE TESTS IN DENTON COUNTY,
Lending Test
TB's performance m originating home mortgage, home h-nprovement, small business, small farm,
and consumer loans m (1997 and) 1998 Is considered outstanding
1998 DENTON COUNTY ASSESSMENT AREA
ADJUSTED MEDIAN FAMILY INCOME
$54,400
INco~4~ CATEGORY INCOM]Z RANGE % I~CO~ RANGE $
LOW < 50% < $27.200
MODF. aATE 50 tO <80% $27,200 and < $43,520
MWOLE 80% to < 120% $43,520 and < $65,280
UP~R 120% and over >_. $65,280
The chart above provides the 1998 adjusted median family income for the Denton County assessment
area The table gives the income range for each income category
Large Insutuuon Perform~n,~ Evaluauon
luly 1999 ~
The following chart details the dtstnbutton of lending by categories of products, borrower income
levels, and tract income levels
LENDING 1EST- DENTON COUNTY 1998
Lending by Business/Farm Revenue Small Business Small Farm
$1 mllhon or less 113 I 779% 6 I 857%
Over $I mflhon 32 22 1% 1 14 3%
Lending by Tract Income
Low income tracts 5 3 4% 0 0 0%
Moderate tracts 32 22 1% I 14 3%
U~CO~
M~dd~e income ~'acts 62 ~ 42 8% 4 57 1%
Upper income tracts ~,~] 3! 7% 2 28 6%
Loan S~ze
$100,000 or less 129 89 0% 6 85 7%
$100,001 - $250, 000 7 4 8% 1 14 3%
$250~001 and up 9 62% 0 00%
TOTAL 145 I 100 0 7 100 0
Lending by Tract Income HMDA Consum'er Loans
Low income tracts 2 I 1 3% 19 5 2%
Moderate tracts 7 5% 31 8 5%
tncome
12
Middle income tracts 75 47 2% 181 ,1.9 9%
: Upper income tracts 70 44 0% 132 36 4%
Lending by Borrower Income
Low income borrowers 5 3 1% 104 28 7%
Moderate income borrowers 2.5 15 7 % 78 21 5 %
M~ddle income borrowers 40 25 2 % 73 20 1%
Upper income borrowers 78 49 ! % 96 26 4%
Income not avs~lable 11 6 9% 12 3 3%
TOTAL 159 100 0 363 100 0
Small Bustne$$ and Small Farm Lending
As md~cated m the above chart, TB ongmat~ 145 small business loam tn the Denton Count'
a.~sessment area tn 1998 The bank's total dollar volume of small business lending d~cre~ed 36 8
percent, from $12 5 nulhon m 1997 to $7 9 rmlhon m 1998, as a result of the previou~l¥ referenced
merger and acqmsiuon acuv~ty Dun & Brad~'~et data indicates a total of 433 or 6 4 percent of
bmmess estabhshment-~ are located m low-mcom~ trae~, 1,080 or 15 9 percent are located m
moderate-income tracts, and 2,379 or 35 0 percent and 2,904 or 42 7 percent am located m freddie-
and upper-income tracts, ~vely. TB's 145 ~dl bmme~ loam am comparably d~tnbut.~
across I:~nton ¢oungt by e~mu~ tract m~ome level Ad~nonally, almo~ 26 percent of loam by dollar
volume were extended to businesses located m Iow- and mnderate-mcome level tracts Furthermore,
TB extended almost 78 percent of its business lo.~ to compames wuth revenues of $1 mdhon or less
If loan s~ze ~s considered as a proxy for business s~ze, then the bank appea~ responsive to the crecht
needs of very small businesses
Large lnsumuon P~form~,~ Evaluation
~A ~ndmg
A~ut five ~ent of ~e f~es ~ De.on Co~ hve ~low ~e pove~ level W~ low- ~d
m~te-~o~ ~c~, about 29 ~d 17 ~nt of ~e f~es hve ~low ~e pove~ level,
re~uvely
ex.md m ~o~ cem~ ~ac~
DIST~UTION OF HMDA LO~ BY C~N~U~ T~CT INCOME ~L
c~sus ~ LOAN T~E ~ OF ~ OF
~COME LEV~ Convenuo~ FHMVA Home Refacing F~ILIES OWNER-
Improvement OCCUPIED
~ ~ ,~ ~ ~ ~ ~ ~ UNITS
~w-~come 2 2 3 0 0 0 0 0 0 0 0 0 2 0 0 8
M~erate-Incom~ 10 11 2 1 9 1 0 0 0 1 2 4 5 6 4
M~d~e-Income
Up~r-~come ~ 33 37 1 4 36 4 11 68 8 22 52 4 ~7 3 51 1
TOTAL 89
~e ~ble above r~aps ~e n~ber of ~DA loa~ ~d ~e represenmuve ~rcen~ge of o~er-
~cup~ed um~ and f~hes who resxde m ~ose ~ac~ G~ven
f~es hying m ~ese ~acB, ~e b~ s~ows a respectable d~smbuuon of 1o~ to bo~owers m all
income ~ac~, especially when ~e previously mentxonefl pove~ levels m low- ~d modera~-mcome
~ac~ ~s co~dered
Large Insumuon Pcr,~ Evaluation
luly 1999
~e data m the following table indicates a sh/iu decrease m the d~stnbuuon of convenuonal loans to
borrowers of chfferent incomes However, the bank has made sohd efforts m mahng FHA/VA loans
to low- and moderate-income borrowers, as over half of all of these loans were extended to these
borrowers These tables m/i~cate that the bank's lending w)thm ~ tract and borrower income levels
excellent glven the demograpincs of this assessment area
DISTRIBUTION OF HMDA LOANS BY BORROWER INCOME LEI/FL
~op, p, ow~R LOAN TYPE TOTAL FAMILIES
INCOME I~V~L Conventional FHA/VA Home Ret'mancmg
Improvement
, # % # % # % # % Number
Low-Income I ! I 2 18 2 I 6 3 I 2 4 8,814 12
Moderate-Income I 1 12 4 4 36 4 1 6 3 9 21 4 10,886 15 5
Middle-Income 25 28 1 5 45 5 3 18 8 7 16 7 17,360 24 ?
Upper-Income 44 49 4 0 0 0 10 62 5 24 57 1 33~271 47 3
TOTAL 89* IIX) 11 100 16' 100 4?.* I00 70,331 100
* The above noted totals reflect 8 convemtonal loans, I home unprovement loan, and I refinancing loan for which
income was not available
26
Corn~tty l~evelopment Len&ng
The bank's record of commuraty development lending tn this AA ~s lacking Management indicated
that the most attentaon has been devoted to the Fort Worth-Arlington AA, but oppormmtles are being
sought m the Denton AA Once the loan program with the city of Fort Worth is funded, more
at~ention will be d~rected to the other pomona of the bank's assessment areas
Investment Test
As noted m the discussion of the msututlon's overall performance, the bank's commumty develop~nent
investments were evaluated under the following four performance criteria 1) the dollar amount of
qualified investments, 2) their mnovauveness or complexity, 3) responsiveness to credit and commumty
development needs, and 4) the degree to which the qualified investments are not routinely provided by
private investments TB's performance under the investment test ts considered needs to nnprove The
only qualified commumty development investment revolves a Denton Honsmg Bond Loan Program,
whereby the bank invested $15 thousand to participate m a program providing affordable housing for
first-tune h0mebuyers. The bank has committed to a maxunum of $1 5 nnlhon tn loans and has funded
about $995 'thousand as of the date of review
Service Test
The bank's performance m providing retail banlcmg services and the avatlab~hty and effecuveness of
alternative systems for delivering retail banlang services was assessed and ts considered kngh
satisfactory The bank's four full-service banlang locauons m Denton County are readily accessible to
essentially' all pomona of the assessment area In addition to dnve-throughs and ATMs at each
location, there is an off-prermses ATM located tn a hospital, which is ut a moderate-income iract TB
closed ATM on 3une 16. 1999 The ATM was located m a retail establishment with
on
off-premises
declining business tn a huddle-income tract
the discussion of the overall mstttuuon's performance for further details concerning the
Please
refer
to
bank's performance under the service test
TEXASBANK OFFICERS AS OF 10/08/9b
Arhn~ton Alee Barry Vtce President
Bennet~ Caner Banksng Center President
Lon Cortez Assistant Vice President
Tsmam Harper Mortgage Loan Officer
Atrmm Lsnda Borunda Techmcal Training Officer
Cary Estes Vice President
Jeff David Chief Operations Officer
Evelyn Dedman Sensor Vice President
Tammy Fulfer Banking Officer
Kesth Leonhardt V~ce President
LaTonya Mayfield Assistant Vice President
Jodse Payne Vice President
Patt~' Seiners Assistant Vice President
Benbrmlk David Hamilton V~ce President
LaDonna Yates Assistant Vice President
Burleson Rose Felan Assistant Vice President
Cleburne Bradley Allen Vice President
Jane Christian Assistant Vice Premdent
Stan Gray Banking Center President
College Park Cathy Smalley Assistant Vice President
Crowle¥ Nancy Behrens Banking Officer
Beth Clark Assistant Vice President
John Qmroz Banking Center President
Paul Wethsngton Vice President
Denton North M~chelle Kstch Assistant Vice President
Denton South Joanna Bntton Assistant Vice President
Lsnda Farquhar Banking Officer
Veromca Garela Marketing Officer
Todd Price Asssstant Vsce Pressdent
Jessie Rennaker Banking Officer
Many Ravers Vsce President
Randy Robinson Banking Center Pressdent
Lee Shankhn Asssstant Vsce Pressdent
Tons Ssmmons Vsce Pressdent
Davsd Stanley Senior Vsce Pressdent
Bilhe Watson Banksng Officer
Judy Wfihs Asssstant Vsce Pressdent
Flower Mound Yvette Cobum Banksng Officer
Jam Hendry Banksng Center Pressdent
Marvsn Jackson Vsce Premdent
Judy Lawsng Banking Officer
Joe Wfilard Sensor V~ce President
FW Downtown Sarah Cloutler Assistant Vice President
Bryan Thomas Vice President
Granbu~ry Larry Brockman Banking Center President
Scott Lancaster Vice President
Leshe Sharp Assistant Vice President
Chuck Sheridan Assistant Vice President
Grapevine Neva Frymlre Executive Vice President
Betty Futch Assistant Vice President
Gayiand Lawshe Senior Vice President
Marianne Leporl Banking Officer
R. oane Logan SBA Lending Officer
Matt McPhall Banking Officer
Stan O'Nell Banking Center President
Denise Perry Banking Officer
Lois Powell Banking Officer
Kenda Vokes Business Development Officer
Hdlsbor9 Nancy McKlm Mortgage Loan Officer
Amta Meats Assistant %ce President
Kelth Odom Banking Officer
Larry Zabclk Banking Center President
Hulen Kevln Downing Banking Center President
Tom Turner %ce Chairman
Linda Van Grevenhof Vice President
Pat Vanness Vice President
Lewlsvd[e Chris Trlmble Assistant Vice President
Ridgmar Joe Barnhart President
MaryKay Bauemfelnd Vice President
Tom Brock %ce President
Vernon Bryant PresMent & Chief Executive Officer
Wdham Cranz Senior %ce President
Richard DeNeefe Assistant Vice President
Frances Downing Vice President
Debbte Ellis Vice PresMent (Brownwood)
Bonnie Fowler %ce President (Stephenvllle)
Ed Fritz %ce President
Charienn Goldston Vice President
Sherry Hall Vice President
Krlstl Huskey Assistant Vice President
Marmnne In/in Business Development Officer
Lisa Lockwood Mortgage Loan Officer
Robert Havran Semor %ce PresMent
Tom Lang Vice President
Warren Ludwig Assistant Vice President
Llnda Maberry Senior Vice President
Angle Martin Banking Officer
Bruce McNeil Banking Center PresMent
~ Shem M,Iler Vice Pres,dent
Wflham Osmon Leasing Officer
C,nd, P,)nental V,c~ Pmm/e~
Ahne P,per V,¢e Pres,dent
Greg Stutevslle Semor V,ce Pres,dent
Stephen Todd Vice Pres,dent
M,chael Vahrenkamp Banking Officer
LeaAnn Weddel Se)nor ¥~ Pres,dent
Glen Wr,ght Sen,or V/ce President & Ch,el Lending Officer
Acq)nred E)nployees of A)nentex R~ssdentlal Mortgage, Inc
Cozette Dsnktns Banking Officer/R,dg)nar
Darren Fox Bank,ng Officer/Oklahoma C,ty
Sherrdyn Fox Banking Officer/Oklahoma C~ty
Demse Gera¢, Banking Officer/Colleyvflle
Mark M¢Clelland Banking Officer/Colleyvdle
Catherine McEnt,re Banking Officer/Grapev,ne
Don Pearce Bank,rig Officer/Arhngton
Greg Preston Banking Officer/R,dg)nar
Ron V~etenhe,)ner Bank,rig Officer/Colleyvdle
Santa F(~ Gwen Ch,ck Ch,el F,nanc,al Officer
Shen Fergason Banking Officer
Pat Hamdton Bank,ng Center Pressdent
Gary Hobbs Vice Pres,dent
Maria Jones V,ce Pres,dent
Shelly M,x Ass,stant V,ce Pres,dent
Carolyn Parker Vice Pres,dent
Mehssa Schrank Banking Officer
Sh,rley Stokes V,ce Pr~sldmit
Darlene Toles Ass,start, V,c~ President
Weather,ford Laurie Ball Bank,rig Officer
Doug Bennett V,ce Pres,dent
Wayne Bryant ExecuUve V,ce Pres,dent
Karen Cherub,no Ass,stant Vice Pres,dent
Bob Glenn Ex¢¢utsve V,ce Pres,dent
Paulette Odlu)n Bank,rig Officer
John Good Vice Pres,dent
Loretta Oorman Ass,stant V,ce President
Robert Ha)npton Sen,or V,ce Pres,dent
L,ndsey Hester Bank,rig Center Pressdent
Susan H,cks Loan Operat,ons Officer
Rose Lyon Ass,stant V,ce Pres,dent
Sue Plow)nan Public Relations Officer
Pam Rhoten Ass,stant V,ce Pres,dent
Sue Shaw Ass,stant V,ce Pres,dent
L,nda Stdle Bankmg Officer
Martin Talley V,ce Pres,dent
Ctndy Vaszauskas V~ce Pres,dent
Conme Wh,te Ass,stant V,ce Pres,dent
Wallow Park Carol Moon Ass,stant V~ce President
h forms\offlst wl)d
equal Financial institutions Examination Counoil ~ ~ ~, 2~2
Consolidated Reports of Condition and Income for
Bank ith Domestic Offices Only and
Total Assets of 300 illion or More--FFIEC 032
(19990930)
Repo~ at the close of business September 30, 1999 ;=~ ....~
This repo~ m required by law: 12 U S C t324 (State This repo~ form is to be filed by banks wEh domestic offices
~member banks), 12 U S C. !1817 (State nonmember banks), only Banks with foreign offices {as defined ~n the
~,~and 12 U S C ~161 (National banks) instructions) must file FFIEC 031
NOTE The Repons of Condition and Income must be signed The Repo~s of Condition and Inoome are to be prepared in
officer and the Repo~ of Condition mu~ be accordance with Federal regulatow authori~ instructions
not leas than two direotors (trustees) for Btate
nonmember banks and three directors for State member and We, the undersigned d;re~ors (trustees), a~e~ to the cor-
rectness of the Repo~ of Condition (including the supposing
'~,~ G~eR C~$C~ ~0 schedules) for this repo~ date and d~lare that It has been
examined by us and to the beet of our knowledge and belief
named bank do hereby declare that the Repo~s of issued by the appropriate Federal regul~ow authori~ and m
and Income (Inoluding the supposing sohedules) ~e and corre~ ~~~~~~
have been prepared in conformanoe with
issued by the appropriate Federal r~ulatow ~
and are t~e to the best of my knowledge and
~ ~ubml~l~n of Repels
~ Each bank must pre,are its Repo~s of Condition and Income For ele~ronic filing assistance, contact ED~ Call Repo~
.' eEher Sewices, 2150 N Prospect Aw Milwaukee, WI 53202,
:~(a) In electronic form and then file the computer data file telephone (8~) 255-1571
directly with the banking agenoie.' collection agent,
, Be~ronlc Data ~y~ems Corporation (EDS), by modem or To fulfill the signature and a~estation requirement for the
~=~ on computer dis~e~e, or Repo~s of Condition and Income for this repo~ date, a~ach
· ~ = this signature page (or a photocopy or a computer-generated
~ (b) in hard-~opy (paper) form and arrange for another pa~ version of this page) to the hard-copy record of the
'~ ~ to conve~ the paper repo~ to ele~ronl= form That pa~ ~ompleted repo~ that the bank places in frs files
~" (If other than EDS) must transmit the bank's ~omputer
~ ' data file to EDS
FDiC Ce~lflcate Number i1 ~5~ ~ 3 ~ TexasBank
~p/~ Weatherford
Texas 76086
Facsimite
¥o' Lms Oonzales
Fax #' (214) 922-6159
Re' Texas Bank #15832 Call Report 9/30/99
Date November 5, 1999
Pagee 2 , Including cover sheet
Attached ~s confirmatton of re-transm~ssxon of Call Report on 11/5/1999
From the desk of
Carolyn S Parker
Vlce. Preeldent
Texas Bank
1400 Santa Fe/P 0 Box 760
Weatherford, TX 76086
817 598-2326
Fax 817 598-2346
FFIEC Transmission Confirmation F~le
Status 1 (Valid Transmission)
Transmission Type R (FFIEC)
Confirmation No 0045045
Vendor No 230
Certificate No 15832
Call Date 09130/99
Transmission Date 11105/99
Transmission Time 10 35 49 (CST)
Bank Name Texas Bank
Sch..ule RI-E--Cont~nued
!
c I~!l T~X~ 4¢S9I 44S~ 3 ~
Income was received from TIB (our correspondent bank) for funds whxch they
faxled to move into federal funds and errors whmch they made to our
account in cash letter clearmng The account at TIB Ks
non-interest bearing but they are our agent for the purchase or sale
of fed funds A tote1 of $2 was paid to Texas Bank by TIB durxng the 3rd
quarter of 1999
~D~C Center,cate NO 1~151~13121
Schedule RC-R--Regulator~ Capital
I
3O
Schedule RC-R--ContLnued
Board of Governo~ of the Federal Reserve System
OMB Number 7100-O036
~:ederal Financial ;Instlt~,tlons Examination Council
Consolidated Reports of Condition and Income for
A Bank With Domestic Offices Only and
Total Assets $300 Million or More -- FFIEC 032
(19990930)
Report at the close of business September 30, t999 ~.ce~ ~ee~
This report is required by law 12 U S C 324 (State This report form is to be filed by banks w~th domestic offices
memberbanks),12USC 1817 (Stata nonmember banks), only Banks with foreign offices (as deflned ln the
and 12U SC 161 (National banks) Instructions) must ~e FFIEC 031
NOTE The Reports cf Condition and Income must be signed The Reports of Condition and Income are to be prepared in
by an authonzed offi~,er and the Report of Condition must be accordance with Federal regulatory authonty tnstructions
attested to bv not less than two directors (trustees~ for State
nonmember banks artd three directors for State member and We, the undersigned directors (tmstaes), attest to the cDr-
National banks rectness of the Report of Conddion (including the supporting
schedules) for this report date and declare that it has been
I, examined by us and to the best of our knowledge and behef
has been prepared in conformance w~th the instructions
Name am[T~tie of Office~ .N~norb~l to Sign Repart issued by the appropnata Federal regulatory authority and is
'~f the named bank do hereby declare declare that the Reports of true and correct
)ndlflon and Income (including the supporting schedules)
,or this report date have been prepared m conformance with
the instructions issued by the appropriate Federal regulatory
authordy and are true to the best of my knowledge and
belief Director (Trustee)
Sigcetum of Officer Authored to Sign Report Director (Trustee)
Date of Signature Director (Trustee)
Submission of Reports
Each bank must prepare its Reports of Condition and Income For electronic filing assistance, contact EDS Call Report
either Services, 2150 N Prospect Ave, Milwaukee, WI 53202
(a) in electronic form and then file the computer data file telephone (800) 255-1571
directly w~th the banking agencies' collection agent,
Electronic Data Systems Corporation (EDS), by modem or To fulfill the signature and attestation requirement for the
on computer diskette, or Reports of Condition and Income for this report date, attach
(b) in hard-copy (paper) form and arrange for another party this signature page (or a photocopy or computer-generated
to convert the paper report to electronic form That party version of this page) to the hard-copy record of the
(if other than EDS) must transmit the bank's computer completed report that the bank places in its files
data file to EDS
FDiC Certificate Number I I I I I I
(RCRI ~050) Legal Title of Bank (Text 90t0)
'tp//
P~mar/Interest Web Address of Sank (Home Page) If any (Te~t 4a~7) City ('rex~ 9130)
(Example vv~we axamplebank ;om)
State Abbrav (Te~ ~200) Zip Code (Text 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation Office of the Comptroller of the Currency
Consolidated Report of Income
for the per~od J&nu&r~ 1, 1999-September 30, 1999
Schedule RI--Income Statement
~ch~,.~uLe R~--Con~Lnued
Sc~h,...,ule RI--Continued
Schedule RI-A--Changes in EquLty
3ohedule RI-B--Charge-offs and Reoovermes on Loans and Leases and Changes
in Allowanoe for Credit Losses
Part I. Charge-o£fs and ReoovarLes on Loans and Leases
b O~he~ (includes single payment, ~na~allmen~, and all s~uden~
Sch~,~ule RI-B--ContLnued
Part ii. Changes in Allowance for Credit Losses
Schedule RI-E--Exl)lanatLons
item 5 f (21
Sch..~ule RI-E--Cont~nue(~
ITEXT 6373/ E~£OO~ o~ ~cloD~lng fAS 133r "A~uounting £o= Ds=~va 63?3 3 & (1)
T~XT 44e~I 44eT 3 b (~)
TEXT 4489] 4489 3 o (1)
Consolidated Report of Condition for Insured Co-~eroial
and State-Chartered Sava.ngs Banks for Sept,~',l'~er 30, 1999
S~hedule RC--Balan~e Sheet
Schedule RC--Continue~
Dollar Amounts in Thousands RCON Bil Mil Thou
(1) Noninteres=-beari.g(1) I 8CON 6~31 [ 7A,63~ 13 · (1)
~chedule RC-A--Cash and Balances Due From Deposxtory Instxtut~ons
an~ b above) 0050
Schedule RC-B--Securzties
Schedule RC-B--Continued
Dollar A~ounts in.Thousands RCON Sll Mil Thou RCON Bil Mil Thou RCON 8il Mil Thou SCON 811 Mil Thou
b Revenue obligations 1681 0 1686 0 1690 0 1691 3 b
GNMA 1898 0 1699 0 1701 11,696 1702 4 & (1)
(3) Other pass-through
securities 1709 1710 0 1711 0 1713 0 4 & (3)
FHLMC, or G~4A 1718 0 1719 O 1731 0 1732 4 b (2)
securities 1733 0 1734 O 1735 0 1736 0 4 b (3)
securities 1737 1738 0 1739 0 1741 O 5 &
securities 1742 1743 0 1744 0 1746 0 6 b
2 b) 1794 1771 0 1772 1773 7
Sc~ .ule RC-B--Continued
~emo~a~a I c3l~ 1 <'
.eqal Tt=le of Bank Tex&sB&nk Call Date 09/30/1999 FFIEC 032
AddgeSs P O Box 760 Paqe RC-6
Schedule RC-C--Loans and Lease F~nanc~ng Receivables
Part I. Loans and Leases
(b) Secu=ed by Junt0r liens 5368 13,310 i c (2)(b)
'DIC Certificate No t1~518~3121
Schedule RC-C--Cont~nued
Part I. Continued
X5
3chedule RC-C--Continued
~&rt I Continued
Schedule RC-D--T=&ding Assets and Liabmlmtxes
ASSETS
SchecluZe RC-E--Deposi~. L~abil~,ies
~-
(Column A) (Column B) (Column C}
Tot&l transaction Memo Total Total
accounts (ln¢ludln~ demand ~epos£ts
/
.egal Title of Dank TexmsBmnk Call Date 09/30/1999 FFIEC 032
-DIC Cer[ificate NO 1115151312t
Schedule RC-E--Cont~nued
Schedule Re-F--Other Assets
Dollar Amounts in Thousands ECON Ell Mil Thou
TEXT 3549[ CSV of ~&£e Znsu~an~e RCON 3549 8 082 4 a
1 Deferred tax assets disallowed for regulatory capital purposes } 5610 2tlS5~ M i
Schedule RC-G--Other Liab~lztzes
schedule RC-K--Quarterly Averages (1)
Dollar Amounts in Thousands RCON Bll Mil Thou
~SETS
20
Sheet
Scheclule RC-L--Cont~.nuect
~C Cer~lfica~e No I~t$~13t21
~chedule Re-L--Continued
(Column Al I I (Column B) {Column C) {Column D}
Dollar Amounts in Thousands RCON Bll Mil Thou
1 -2 Not applicable
exceeding one yea~ conveyed to o~he~s I RCON 3834 I 0 M 3 a
23
schedule RC -M- -Memorancla
Dollar Mounts in Thousands
1 Extensions of credit by the reporting b&nk to its executive officers, dlrecto£s, principal
shareholders, and their related interests es of the report date
a Aggregate &mount of 811 extensions of credit to all executive officers, directors, prtncip&l
shareholders, and their rela~ed interests 6164
bdumber of executive 0ff~cers, directors, and principal shareholders to whom the amount of
of total capital as ~efined for this purpose in agency ~egulattons I RCON 6165 ]
Schedule RC-M--Cont£nued
Dollar Amounts £n Thousands i RCON Bii Hil Thou
(1) Direct and £nd£~ect. £nvestmen~.s tn real es~a=e vent:u=ea 5372 8
(a) Cons~ructio~ and l&nd developmen~ 5508 0 $ a (2) (a)
(bi Farmland 5509 0 8 a (2) (b)
25
Sc)~edule RC-N--P&st Due and Non&corual Loans, Leases, and Other Assets
s Guaranteed po=~ion o£ loans and leases
26
-P~C Ce~clelcaca .o Ilp51pt3121
' Schedule Re-N--Continued
(Column A)Thou (column B) Thou (Column
item 2) 1659 0 1661
1 b, above)
(Column A} (Col~ B)
Past due 30 Past due 90
through 89 days days or more
Replacement cost of contract* with a ~ ~
Pa=son to whom questions abouh the 8eports of Condit£on and Income should he directed
Schedule RC-O--0ther Data for Deposit Insurance and FICO Assessments
Ce:tificate No 11t$1~1312I
~om~le~ed ~o~ ~hQ ~IIQ ~epO~ Only) I RCO~ 3779 ~ N/A M I a (2)
the box ma=ked YES has been checked, =epo=t the estimate of uninsured deposits ~ RCON BllMil ThouIi
I T~XT A545 ~ N~A ~ RCON A54~ N{A I M 3
29
Schedule RC-R--Regulatcr~ Capital
3O
~egal Title of Bank Tex~mBa~k Call Date 09/30/1999. FFXEC 032
Optional Narrative Statement Concerning the Amounts
Reported~a~ the Reports of Conditmon and Income
During the 3rd cltr of 1999,TexasBank purohased Ameritex Residential
Mortgage. The purchase did not include any assets of the mortgage company,
nor were any lia~ilit~es assumed. The purchase price was for a non-compete
clause signed by the principals of Amer~tex. The employees of Ameritex
became employees of TexasBank.
32
FDIC Ce=ttflcate No Ii!5,1513)21
THIS PAGE IS TO BE COMPLETED BY ALL BANKS
NARE A~D ADDRSSS OF BARK OHS No For OCC 1557-0081
OMB NO For FDIC 3064-0052
OMS NO For Federal Reserve 7100-0036
Expiration Date 3/31/2002
SPECIAL REPORT
{Dollar Amounts in Thousands)
o,~so~.,, I~ ~ ~ ~ ~
a Nu~oer of loans made CO executive officers since the previous Call Report date I RCON 3561 t 3 a
Ordinance Exhibit C
REQUEST FOR
APPLICATIONS FOR THE PERFORMANCE OF
DEPOSITORY SERVICES
CITY OF DENTON, TEXAS
NOVEMBER 1999
RFSP# 2432
OPENING DATE:
December 2, 1999
TABLE OF CONTENTS
NOTICE TO APPLICANTS 1
I iNTRODUCTION 2
II CALENDAR OF EVENTS 3
III CRITERIA FOR EVALUATION 3
IV BANK QUESTIONNAIRE 4
V ACCOLrNT DESCRIPTIONS 5
VI SAFEKEEPING/COLLATERAL REQUIREMENTS 9
VII OVERDRAFTS 12
VIII INFORMATION SERVICES 13
IX OTHER STIPULATIONS 14
X OTHER MISCELLANEOUS 16
XI PROPOSAL INSTRUCTIONS 17
XII SUBMISSION CHECK 17
NOTICE TO APPLICANTS
Scaled application proposals will be received by the City of Denton, Texas at the office of the
Purchasing Agent, Tom D Shaw, located at 901-B Texas Street, Denton, Texas, prior to 2 00 p m,
on December 2, 1999, to purchase the following listed services as per application lnstructmns and
specifications The award of the successful apphcatlon for Bank Depository Services is expected to
be made by the C~ty Council thc 15th day of February at 6 00 p m in the City Council Chambers at
City Hall located at 215 E McKmncy Street, Denton, Texas, 76205
RFSP # 2432 - REQUEST FOR APPLICATIONS FOR THE PERFORMANCE OF BANK
DEPOSITORY SERVICES (RFA)
Quahfied prospective banks, savings associations, and credit tlnlons, may obtain copies of the RFA
lnwtanon with lnformatlon to appheants, sealed proposals, plans and/or specifications at the office of
the Purchasing Agent, located at 901-B Texas Street, Denton, Texas m the Purchasing/Warehouse
portion o£ the Servme Center complex
The City of Denton, Texas reserves the right to reject any and all applications and to waive defects m
applications
Minority and small business vendors or contractors are encouraged to submit apphcatlons or b~d on
any and all C~ty of Denton projects
CITY OF DENTON
(940) 349-7100
TOM D SHAW, C P M
PURCHASING AGENT
This advertisement to mn Monday, November 8, and Monday, November 22, 1999
-1-
I. INTRODUCTION
The C~ty of Denton, Texas (City) is seeking competmve applications from ehglble financial
lnsmunons ("Bank") to be the bankang sennees deposttory for pubhc funds of the City Tins
agreement will not cover any investment transaeUon aetlvmes other than safekeeptng servmes and
possible purchase of eertffieates of deposit wathm a pre-defined limit The C~ty plans to manage its
own investment portfolio The contract period will be two years begtnnlng March 1, 2000 and
ending February 28, 2002, with a promsion for three addmonal 1 year extensmns up to three
addmonal years or five total years under the same terms and conditions of the contract, subject to the
mutual agreement of both parttes The contract will also provide for an extenston permd not to
exceed mnety (90) days for the transatlon to the new Bank depository provided no extension period
may cause the total contractual term to exceed five years or any other maximum term provided by the
applicable provisions of Chapter 105 of the Texas Local Government Code At the outset, the City
wtshes to eommumeate the primary objectives of the deposttory agreement, an important component
of the overall treasury and debt management program of the Ctty
· To seek a Bank that is both capable of providing high quahty banking servtces and wflhng
to be attentive to the City's money matters
· To maximize the total dollars earned by the City on ~nvestment momes in order to be
prudent and effective custochans of the taxpayers' financial resources,
· To malntatn a good working relationship with the depository Bank, and
· To adequately compensate the depository Bank for services provided to the C~ty and to
allow a reasonable profit to be earned, subject to competitive forces in the market place
· To fully comply wtth the requirements of Texas Local Government Code Chapter 105, as
amended The Texas Government Code, Chapter 2257 and all other applicable laws
This Request for Applications for the Performance of Depository Services (RFA) is intended to serve
as the proposal form for the depository agreement There are several blanks to fill in and questions to
be answered Any alterations, changes, or deletions to tins RFA may be reason for the City to
dasregard and reject the proposal Any terms an thas Request for Apphcatlons that are an conflict with
Chapter 105, as amended, of the Texas Local Government Code shall be deemed superseded by such
chapter Conflicts dtscovered between this RFA and state law by a bidder should be noted m such
b~dder's proposal form Applicants will be reqmred, if awarded the depository services agreement, to
execute the documents substantial tn accordance with those attached as Exinbtts A, B, and C, unless
applicants note tn their apphcations exceptions to the terminology in such exhibtts City will
disregard any exceptions which conflict with Chapter I05 referenced above All points outlined and
materials requested will be incorporated into the Applicant's reply to be considered for evaluataon
Attachments will be appropriate tn order to answer some of the enclosed questions
Questions regarding this R.FA may be addressed to Tom Shaw, Pumhaslng Agent, c/o City of
Denton - Purchasing Department, 901-B Texas St, Denton, TX 76201, FAX 940-349-7302
Questions must be received by the City no later than November 22, 1999
-2-
II. CALENDAR OFEVENTS
November 1, 1999 RFA sent to all banks located in Denton
November 3-14, 1999 Adverttse Bank deposttory notice requesting submission of apphcatlons
m local newspaper
December 2, 1999 Recetve RFAs fi.om interested Banks
December 20, 1999 Revtew recommendatton w~th the Investment Commtttee
February 15, 2000 City Council to award contract
March 1, 2000 New bank deposttory contract period begins
April 15, 2000 Complete transfer of all funds from old to new depository
III. CRITERIA FOR EVALUATION
A The City staff will revtew the submttted RFAs carefully The recommend, atlons will be based
on the R.FA detenmned to be best on behalf of the C~ty and the taxpayers The following
areas will be considered tn the evaluatmn of the proposals
CRITERIA WEIGHTED PERCENTAGE
· Ability to perform the requested servmes 30%
· Agreement to points outlined m th~s RFA and Contract 10%
· Lowest aggregate cost of banking servtces 25%
· Rates prod on NOW accounts 10%
· Fmancml eondmon & abthty to meet collateral reqmrements 15%
· Safekeeping/collateral agreements accepted 5%
· Quality of all reports requested 5%
-3-
In order to be consxdered the depository must be a federal or Texas-chartered bank Each
proposal must provide the following information
1 The mount of pard-up capttal stock and permanent surplus for the depository
2 Audited financial statements for the most recent reporting year
3 A hst of the depository officers
4 A list of the depository directors
5 Ratmgs on outstanding debt
6 Proposed wire transfer agreement/contract
7 Sample account analysas and monthly statement
8 Avmlabfi~ty of funds schedule
9 Proposed collateral agreement
10 Proposed custody/security safekeeping agreement
11 Cash Management Agreement
12 Any additional contracts or agreements requmng City approval (posltxve pay, ACH, etc)
13 RFA documents including fee schedule
14 Dayhght overdraft pohcy
15 Community Re~nvestment Act performance tustory for the Denton conunumty for 1998
C All RFAs must include a completed fee schedule m the form prowded Only the charges
hated m Sectxon V B Fee Schedule will be acceptable m the monthly account analys~s Once
selected as the City's Depository, no addxtxonal or xncreased fees for servmes m the fee
schedule may be charged to the Cxty dunng the unt~al two (2) year contract period Years 3, 4
and 5 fees may increase by a percentage no greater than the total annual xncrease of the 1999,
2000, 2001 Dallas-Fort Worth Consumer Price Index - All Urban Consumers as measured by
the Bureau of Labor Statlstxcs An account analysis must be forwarded to the City wxthm 7
business days of each month for rewew Upon review and any necessary corrections, the C~ty
will authorize a deb~t to its General Account Under most ctrcumstances, the rewew should
be completed m five (5) btlsmess days No interest or other late charge payment shall ever be
due
D Services may be modffied by mutual agreement It ~s expected the range of servxces described
~n flus RFA will be used for the length of the contract, however, the City may d~scontinue any
servme after s~xty-(60) days written notfficatlon to the depository Servmes may also be
added, w~th costs of new servmes to be negotiated at that txme
E Two (2) Texas local govemment references for Cash Management services ~nclud~ng persons to
contact and their respective phone numbers are reqmred with this RFA
IV. BANK QUESTIONNAIRE
The Bank is requested to thoroughly answer the following questions Add~tmnal pages may be
appended ff space is inadequate
1 How ~s the Bank chartered~
2 What percent of current loans are classified as non-performing*
3 Does the Bank have any s~gmficant problems noted by regulatory agencies ~n the past twenty-
fOUr (24) months9 If"yes", please explain
-4-
4 Indtcate the Bank's capttal to assets ratio for the last five-(5) years
5 What was the Bank's 1998 return on assets (ROA)?
6 Attach copies of the Bank's most recent FDIC (LrPBR) call reports
7 Is the Bank a branch bank or will ~t soon become a branch bank9 If so, please md~cate which
services will be prowded from the Bank's present location and which will be provided from
the ma~n Bank Also, please mdxcate service location(s) throughout the proposal where
apphcable
V. ACCOUNT DESCRIPTIONS
A General
The C~ty tntends to establish the following Bank accounts
Account Name Txroe
Employee Claims Account Zero-Balance Account
Operating Account Zero-Balance Account
S~nking Account Zero-Balance Account
Payroll Account Zero-Balance Account
Rehab Account Zero-Balance Account
Concentration Account Super Now Account
SPAN Super Now Account
CDBG Account Zero-Balance Account
The C~ty reserves the rights to open or close any number or type of accounts throughout the period ff
necessary although no changes are anticipated
-5-
B Fee Schedule for Serv~c¢,s
The Servme that should be made available to the City ~ncludes, but are not hm~ted to the following
Service Description Approximate Service Fee Total Fee
Monthly Per Item Monthly
Activity
Account and depository services
Account maintenance 8 accounts
Zero balance account malntctlance 6 accounts
Deb~ts posted 3,000
Credits posted 700
Items deposited
On us 750
Foreign ~tems 12,000
Cash Management 1
Account Reconeflmt~on
Partml (w~thout posmve pay) 3,500
Full (w~thout positive pay) 3,500
Posmve Pay
Parual reeonelhat~on w~th positive pay 3,500
Full reconcflmt~on w~th positive pay 3,500
Item
Transmission
Serial Sort
Item 3,500
Monthly mmxmum 1
CD ROM
Check ~magmg 3,500
D~sk 1
Other account and deposnory servmes
Controlled d~sbursements
Monthly maintenance
Report
Checks prod
Other
Funds transfer
Incomtng
Repetmve (outgoing)
DomesUc 34
Internal 1
Non-Repct~tlve (outgomg)
Domestm 1
Internal 1
Mall advice
Other
Security clearance/safekeeping
FRB transaction 6
DTC transaction 12
Account maintenance
Safekeeping (per issue)
Monthly marked to market report
Other
-6-
Servtce Description Approximate Service Fee Total Fee
Monthly Per Item Monthly
Activity
Automated Cleanng House services
DebWCredlt Origination 2
Data transmission 1000
Return notme 1
Maintenance 1
Other
Collateral Services
Keqmred $4 million market value (per
month)
Additional $1 million market value
(per day)
Monthly marked to market report
Other
Balance and previous day reporting
Deb~t/cred~t reporting
Terminal
Other
Vault Services
Change Order
Coin
Currency
Deposit processing
Other
Other Services
Automated stop payment
Automated stop payment inquiry
Insufficient funds
Retum item 50
Redeposn reclear 1
Automated tax payment
Depostt correction
Debit/credit adjustment
Other
List any other apphcable bank charges
NOTE Under a d~rect fee arrangement w~th the Bank, analysis charges would be deb~ted to the control
concentraUon account and an analysis fee statement will be mailed to the C~ty each month
-7-
C ACH Transactions
Automattc Payroll Deposit is a servme the Ctty offers its 1,000 employees The Bank would be
reqmred to produce b~-weekly payroll transfers from a magnetic tape furmshed by the City tn
ACH format for the transfer of funds d~rectly to the employee bank, savings and loan, or credtt
umon account The C~ty's net payroll ~s approximately $930,000 each pay period The C~ty
reqmres ~mmed~ate notfficat~on of all rejected ~tems State whether the Bank would offer any
type of specml checking, money market, or loan account for the Ctty employees The C~ty also
has approximately 800 utfltty customers that are drafted monthly for payment The C~ty transmits
data to the Depository by d~rect transmtss~on wa the C~ty's computer system Th~s ts a reqmred
service of the Depository Fmally, the Ctty also has ACH transaettons for state and federal
governmental activities Please state the Bank's procedure for th~s service, and, list the
appropriate cut-off t~mes that would apply
D Does the Bank offer any type of sweep account where excess City funds could be invested at a
higher rate overnight than m a Super Now account arrangement9 Does the Bank have money
market funds consisting of treasuries, agenmes, prime commerctal paper, prime domestic bankers
acceptances and collaterahzed or insured certfficates of deposit, that the City could utilize daily as
an investment altemattve9 If so, please explatn the fund's parameters and mterest earnings
history or attach a separate prospectus
The C~ty intends to pay for all account services provided by the Bank as set forth in the Fee
Schedule The method expected to be used for the payment of these services ~s the direct
payment method The Bank should deb~t the appmpnate account on a monthly basis The Ctty
wall reqmre an account analysts each month that will clearly show volume counts, fees charged,
and total pnce for servicing the account The account analysm should also show average ledger
balances, average uncollected funds, average collected balances, interest rates and the amount of
~nterest paid or credited to the account These fees are not subject to change for the length of this
contract Please submit a sample of the monthly account analysm statement that will be promded
and pard monthly
F Collected Funds Definition (Depom Avallabfl~tyl
The C~ty desires to recetve same day credit for all funds deposited by 3 00 p m The funds should
be mvestable for any tnvestment transactions that can be executed If not invested, the funds
should earn interest at the rate being pard for Super NOW accounts Please attach avallabtltty
schedule Identify the name and depomt location that wall receive City deposits for this purpose,
lfapphcable Use a separate attachment if necessary
-8-
Super,NOW Rates
Please promde a detailed explanation of the Bank's pohcy and methodology used in the setting of
rates prod on Super NOW accounts Also, provide a schedule of all rates prod on Super NOW
accounts since January 1, 1999 Specffically lndmate ~f the rates are apphed to ledger balances or
collected balances Indmate when the rates change and ffthey are based on a market rate such as
T-Bill d~scount or y~eld rate If the Bank proposes to pay the City a different rate on its Super
NOW accounts, mdmate that proposal
Stop Payments
The City wall require the Depository to ~ssue stop payments upon telephone or onhne notfficat~on
from authorized C~ty staff The method of stop payment ~s at the C~ty's discretion The City will
prowde all reqmred stop payment mformat~on The Depository will prowde the C~ty w~th hard
copy confirmation of each stop payment
Other Servmes
Please specify any other services avmlable to the C~ty of Denton, which may be thought to be
beneficial, or that may apply to the C~ty State all related fees
VI. SAFEKEEPING/COLLATERAL REQUIREMENTS
A Securities Pledged
As security for the depomts of the C~ty of Denton, the Bank shall pledge to the C~ty securities
equal to the largest total balances the C~ty of Denton mamtmns in the Bank Cemficates of
deposit and other evidences of deposit shall be collateral~zed at 102% of market value by U S
Treasury Bills, Notes, and Bonds w~th a rematmng maturity of three years or less and at 102% of
market for other securities The securities so pledged, the mounts thereof and the t~me for
ptedgmg same must satisfy the reqmrements of Texas Local Government Code Chapter 105, as
amended ~nclud~ng, w~thout hm~tatton, any apphcable solvency or bonding reqmrement
The Cay wall accept as collateral for ~ts certfficates of deposit and demand deposits only those
securities ~dentffied by the Pubhc Funds Investment Act as ehg~ble investments Additionally,
U S Treasury securities shall be the primary securities accepted as collateral
The following investment securities are approved for collateral
1 Umted States Treasury notes, b~lls or bonds or obhgatlons fully and unconditionally
guaranteed as to pnnmpal and interest by the full faith and credit of the Umted States,
2 Obhgat~ons of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation or
Federal National Mortgage Assomat~on, and
-9-
3 FDIC coverage
The City will not allow Government National Mortgage Association seeunties or any other asset
backed/pooled type secunties as collateral
These items constRute the only acceptable means of collaterahmng the City's deposits The
securities must be held in a safekeeping by a tlurd party financial institution pursuant to a
safekeeping agreemem signed by the Depository Bank and the City Repurchase agreements are
not acceptable as collateral to the City of Denton
C Custodian of Collateral
Securities pledged as collateral must be retained by a third party custodian, that is, a subscnber to
the Fed Security Wire, and held m joint safekeeping for the Depository and the City The
custodian must be approved by the City and be
·a state or national bank domiciled m 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 secunty, which will
be filed with the Director ofF,seal Operations of the City of Denton Written release by the City
is required for all releases or substitutions of pledged accounts
D Reporting Reqmrements
The Bank shall provide the City a report of securities pledged on a monthly basis or at any time
requested by the City Manager, Assistant City Manager of Fiscal and Mumc~pal Services,
Director of Fiscal Operations, or a designated representative Tins report should reflect the
following information as of the end of each month and be delivered to the City by the 5* business
day of each month
Total pledged secuntles itemized by
· Name
· Type/Dcscnptlon/Cuslp Number
· Par Value
· Current Market Value
· Maturity Date
· Moody's or Standard & Peers Rating (both, if available)
Any substitutions of the secunties or reductions in the total amount pledged may be made only by
and with proper written anthonzatlon approved by the City Manager, the Assistant City Manager
of Fiscal and Municipal Services, D~rector of Fiscal Operations, or his designated representative
In the ease of reduction, the Bank must provide in wntmg 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 A1 or better by Moody's Investor Services or Standard & Poors Corporation
F Safekce.mng Reqmrements
The C~ty, Depository Bank, and the Safekeeping Bank shall operate m accordance w~th a master
safekeeping agreement s~gned by all three parOes The safekeeping agreement must clearly state
that the Safekeeping Bank ~s ~nstructed to release the collateral securities to the Cay ff the C~ty
has determined that the Depomtory Bank has failed to pay on any accounts, or ~s m deiault of this
agreement, or the C~ty has detenmned that the C~ty's funds are m jeopardy for whatever reason
~ncludmg involuntary closure or change of ownership, and if the instructions for release have
been formally requested by the C~ty 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 wtth the proposal
The C~ty will reimburse the depository Bank for any safekeeping charges, ~f any Specify the
safekeeping charges that will apply
G M~xlmum Amount Offered
Please state the mammum amount, ~f any, of pledged securities whmh the Bank is wllhng or able
to commit for collaterahzed Super NOW accounts throughout the contract period above the
$1,000,000 rmmmum reqmrement $
H City to Handle Investments
The C~ty of Denton will be responmble for handhng the ~nvestment bidding process The
Depository Bank, along with any ehg~ble finanmal ~nst~tutlon shall be included ~n the bidding
process as deemed appropriate and ~n accordance w~th the C~ty's investment pohc~es
I Safekeeping/Wire Services
The Depository may act as transfer agent for some or all security transactions undertaken by the
C~ty All transfers made shall be executed dehvery versus payment, 0 e payment shall not be
made until the security ~s received) The Depomtory must have the capability of executing on
behalf of the C~ty physical, DTC, and Federal hook entry security purchases and sales through
the Federal Reserve Bank or a New York correspondent bank The C~ty reqmres that security
purchase and sale instmctmns be transmitted to the Depomtory on-hne The C~ty also reqmres the
abihty to rewew the status of security transactions on-hne Controls for securities clearance will
be estabhshed by mutual agreement Please enclose a proposed security clearance/custody
agreement w~th your RFA
Safekeeping confirmatton of all C~ty security transactions will be ~ssued and marled to the C~ty
w~thm two bus~ness days of settlement Written commumcat~on of all security call and put option
notices wall also be marled to the C~ty as soon as the Depomtory receives the notice A monthly
report hsting all C~ty securities held m safekeeping will be mmled to the C~ty from safekeeping
bank w~thm seven working days of the end of each month
-11-
J Interest Rates Paid- Certificates of Depom
The City may choose to invest m the certificates of deposit in the depository Bank or any other
eligible financial restitution The deposltory Bank agrees to accept ume deposits from the City
for investment purposes ~n the form of certificates of deposits in varying mounts and maturities
at rates determined by the depository's eompet~tive bid as submitted in accordance with periodic
competitive bid solicitations conducted by the C~ty
K Interest Rate Calculations
Interest on all certificates of depomt 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 m 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 ~ntend to have a net overdraft potation 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 m 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 ~nterest rate charged for overdrafts will be per annum computed on the
actual day basis
The City will attempt to avoid daylight overdrafts Include the daylight overdraft policy in the
proposal and answer the following questions How does the applicant define daylight overdraft°
If funds are to be received (security transactions, wires), but have not been credited to the C;ty's
account, could a daylight overdraft result9 If a daylight overdraft occurs, what is the policy on
such an event and what charges, If any, would be assessed to the City9 (Include all charges in the
Fee Schedule)
-12-
VIII. INFORMATION SERVICES
A Account Reeoncthat~on
1 Monthly statements on all accounts showing overall actlwty shall be marled within five (5)
business days after the close of the calendar month Statements shall ~nclude deposits made
on the last day of the period Statements should also include sorted deposit shps, sorted
checks, all debit and credat shps, and wire transfers The accompanying checks shall be
arranged m ascending numerical order for the Operating and Payroll accounts All other
account statements should include debit/credit advices that the City will be responsible for
placing m numerical order The C~ty requires a report reflecting all aems pa~d m serial
number sequence, which ~s balanced to the Bank statement (part~al account reconcflmtion)
The C~ty ~s consadenng the use of Full Account Reconclhat~on m conJunCtion w~th a positive
pay arrangement whereby a list of all cheeks ~ssued by the C~ty will be transmitted or faxed to
the bank prior to releasing the checks for payment The Bank will match all checks presented
to the ~ssued checks file and pay only those that match and notify the C~ty of any items
presented that do not match to receive further processing authorizations Identify all
apphcable costs on the Fee Schedule for these servmes
2 The Depository shall also provide the City with a magnetic computer file of the cleared
checks for each account The file is to be transmitted by modem or sent on a diskette Each
deb~t or credit item, other than checks and deposits, shall be supported by a written
explanation ldentlfymg such item Reqmrements for the file will be pmvld, ed at a later date
The City is consldenng the use of full account reconcihation Both full and partial account
reconcdlatlon, w~th and without Positive Pay, are ~ncluded on the Fee Schedule The City wall
choose one of these services
All prod checks shall be returned to the C~ty monthly, sorted ~n serial sequence along with the
monthly statement
A major obJect,ye of the City of Denton ~s to become less paper oriented One of the areas ~n
which this obJect,ye can be achieved is to archive cancelled checks on a medmm such as CD-
ROM Th~s process should allow the City to search for cleared checks and pnnt the ~mage of a
cleared check Consequently, the ability of the bank to prowde innovative cash management
products ~s an ~mportant criteria for evaluation (If tbas servme is selected, the serial sort of
checks and the return of checks may not be a reqmred servme)
The City may reqmre certam format specfficatlons of the data for the compact d~sc Please
~nclude any software costs assomated with th~s service ~n the fee schedule section The City may
reqmre a demonstration by the Depository ofth~s service
-13-
IX. OTHER STIPULATIONS
A R.~gulatlon Notices
The Bank will notify the City m wnUng 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
The City shall submit all outgoing wire transfers to the Depository according to its pubhshed
cutoff times established for current customers The Depository shall mmntam wire transfer
faelhtles to the Federal Reserve Bank for investment purchases or sales and other transactions
with financial mstitutions Written confirmation of such transactions will be provided to the City
and a duplicate copy of the debit or cretht shall be furmshed to the City within twenty-four (24)
hours Notification to the City of mcomang wire transfers or problems with outgoing wire
transfers shall be made w~thm one (1) hour of the transaction The City requires that all
outgoing wire transfers be released within one hour.
The Director of Fiscal Operations or the Cash and Debt Admlmstrator will authorize all wire
transfers on behalf of the City In the event of computer problems or other unexpected
difficulties, the Depository shall use whatever means necessary to ensure that the City's
outgoing wire transfers are completed on the date specified through City initiated
instructions.
C Debit and Credit Adjustments
The City requires that a copy of all debit and credit adjustments be mailed to the Director of
Fiscal Operations with supporting documentation, as the entries are made throughout each month
The City's monthly statement should also include a copy of all debit and credit adjustments
Adjustments should include descriptions, dates, and amounts in order for the Cxty to properly
record the entries The City shall not be responsible for the cost of credit and debit adjustments
necessitated by bank error
The City requires daily on-hne reporting of ledger, collected and available balances, as well as all
credit and debit totals for all accounts for the previous day's transactions This reformation
should be available by 8 00 a m CST
Bank statements or statement activity shall be rendered within 5-7 business days after the close of
the calendar month The statement must include deposits made on the last day of the month The
accompanying checks must be arranged in numerical order
- 14.
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 dunng normal bus~ness hours
G Flnanmal Reports
The Bank will submit a copy of the last and~ted 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 contmue any investments made dunng the term of the depository
contract that will mature after the expiration date of the depomory agreement at the same rate
estabhshed before the expiration of the contract The investment extenslon p~nod will not exceed
ninety (90) days
Should the Bank fail, close, or be fomed into reorganization during the term of th~s contract, City
reserves the right to cancel the contract and re-bid for City's depository services
J p,0~earch Requests
The Cxty requests that all research requests be turned around within three (3) business days of the
request
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 notification of all return items in excess of $5,000
L Transition Schedule
Please provide a schedule documenting the transition of transfemng the C~ty's bankxng servxces
from the current Depository to your restitution Transition of all funds must take place within 60
days of the date the deposxtory contract is awarded
M GQln and Currency Change Orders
Several C~ty departments require co~n and currency change orders The Depomory shall provxde
a cost-effective change order system for corns and currency, and g~ve the change order to the
City's armored dehvery service The City's account shall be deb~ted on the day the change order
11t released to the armored dehvePy servme Please specify any advance notme requirements
greater than 24 hours,
-15-
N EITors
Depository errors resulttng in lower City balances or reduced earnings shall be corrected by the
Depository to the satisfaction of the Oty The method of reimbursement or correction shall be
mutually agreed upon by the Depository and the C~ty
In order to comply w~th our Y2K efforts, all appheants shall prowde a warranty that all their hanhng and
financial systems are Year 2000 comphunt that reads "Contractor warrants that each hardware, software,
and firmware product delivered under the contract(s) shall be able to accurately process date data
(including, but not limited to, caloulatmg, companng, and sequencing) from, into, and between the
twentieth and twenty-first centuries, including leap year calculations, when used in accordance vnth the
product doeumentatmn prowded by Contractor, proxaded that all other interfaces (e g, hardware, software,
firmware) used m combination with such product properly exchange date data w~th a If the eonmaet(s)
reqinrcs that Contractor's products must perform as a system in accordance w~th the foregoing warranty,
then that warranty shall apply to Contractor's products as a system The duraUon of th~s warranty and the
remedies available to the Oty of Denton, Texas for breach of flus warranty shall be as defined in, and
subject to, the terms and hmltataons of Contractor's standard commercial warranty or warranties contained
in the contract(s), provtded that, notwithstan~hng any prows~on to the contrary In such commercial
warranty or warranUes, the remeches available to the City of Denton, Texas under thas warranty shall
include repair or replacement of any Contractor supphed product whose non-compbance is d~scovered and
made known to Contractor m writing Nothing m thas warranty shall be construed to hmit any rights or
remedies the C~ty of Denton, Texas may othervase have under the contract w~th respect to defects other
than Year 2000 performance"
X. OTHER MISCELLANEOUS
The C~ty shall require a review meetxng at least once every SlX months to evaluate the working
relationsh~p between the City and the depository Bank The objective will be to address any
problems and to seek a responsible solution More frequent meetings may be called if necessary
The final appointment of a depository Bank will be made by City Council of the City of Denton
Th~s RFA will be duly noticed and advertxsed and as being offered for consideration to all
financxal mst~tutions inside the corporate hmats of the City of Denton, as permitted by state laws
D ])esl~atmn of Indlvlduals
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 responsable for traanmg and communicating the terms of this contract to
Bank employees
-16-
XI. PROPOSAL INSTRUCTIONS
A ])ate. Time. Location
Sealed proposals clearly marked "Request for Apphcatlons for the Performance of Depository
Services" should be delivered to Tom D Shaw, Purchasing Agent, Purchasing Division located at
the City's Service Center, at 901-B Texas Street, Denton, Texas, no later than 2 00 p m,
December 2, 1999 to the attention of
Tom Shaw
Purchasing Agent
901-B Texas St
Denton, Texas 76201
NO RFA WILL BE RECEIVED AFTER 2'00 P M
A Response to the RFA
The proposing Bank should use this R.FA form to submit rates and to answer questions wherever
possible However, any point that the Bank cannot agree with should be clearly noted with
attachments, which explain this disagreement Please reference the section and paragraph in these
cases, Also, please clearly restate the question when supplying answers on any supplemental
pages If a service requirement cannot be provided by the applicant, term "No Proposal" should
be entered on the Fee Schedule for Services for that specific service requirement In the case of a
"No Proposal" remark, the applicant may offer an alternative equivalent service for the City's
consideration
B Additional Information
The City reserves the right to request additional Information or to meet with representatives from
proposing organ~zatlons to discuss points in the proposal before and after submission, any and all
which may be used in forming a recommendation
C Right to R~ect RFAs
The City reserves the right to reject any and all RFAs
XII. SUBMISSION CHECK
A "RFA" with fill-m-the-blank format
B Sample bank statement
C Avmlabdity of funds schedule
D Sample daffy balance report
E Sample monthly collateral report
F Sample collateral agreement
G Sample custodial and safekeeping agreement
- 17-
H Sample controlled disbursement agreement
I Sample wire transfer agreement
J Sample automated eleannghouse agreement
K Sample account analysis statement
L Audited annual financial statement of the Bank of most recent year
M Daylight overdraft policy
N Sample vault services agreement and cutoff times
O Ratings ofoutstandmg debt
P Community Remvestment Act performance bastory for the Denton community for 1998
Q New customer conversion procedures and transition schedule
R Any additional agreements that require City approval
S Sample of existing contract enclosed
-18-
DEPOSITORY SERVICES CONTRACT
STATE OF TEXAS §
COUNTY OF DENTON §
AKTICLI~ 1, SELECTION AND TERM
, hereinafter referred to as "Depository" at ,
Denton, Denton County, Texas , a bank located tn the State of Texas and the
deposns of which are ~nsured by the Federal Deposit Insurance Corporauon, was duly selected In
comphance with the terms and prowslons of Tex Loc Gov't Code Ch 105, Tex Loc Gov't
Code §131 903, and Tex Tax Code §6 09, by the City Counctl of the City of Denton located tn
Denton County, Texas hereinafter referred to as "City" to serve as the depository of the funds of
C~ty The actton of the C~ty Council was duly taken and the Depository ts to serve pursuant to
thts contract for a penod of two years, beg~nmng December I, 1999 and enchng November 30,
2001, provided that this Contract may be extended for up to three addmonal one-year terms at
the request of the Depository and upon the approval of the City Depository also agrees that the
Ctty shall have up to 60 days from the date the City Council designates tt as the Ctty's depository
to transfer all mumclpal funds covered by th~s Contract from its current depository to
Deposttory Under no circumstances shall the term of tins contract extend beyond November 30,
2004 or the maximum term allowed by law, unless sooner terminated by Deposttory's fmlure to
adhere to all requirements of ttus Contract
/
ARTICLE 2. OBLIGATIONS OF DEPOSITORY
A The Depository shall pledge to the City and deposit tn safekeeping and trust with
another bank acceptable to the City approved secunty as defined or referred to m Tex Loc
Gov't Code §105 031, et seq and the Collateral for Public Funds Act, Chapter Act, Chapter
2257 of the Texas Government Code, in an amount of market value sufficiently adequate to
protect all funds of City on deposit with Depository dunng the terms of tlus Contract, but not less
than that required by Tex Loc Gov't Code Ch 105, Tex Gov't Code §2257 022, the City's
Investment Pohcy, and all other apphcable laws and Depository shall execute the Deposttory
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 collaterallzed in
accordance vath the above terms Depository will be responstble for detemmung dally if the
collateral is sufficient tn accordance w~th thls contract, the Deposltones for Mumclpal Funds
Act, the Collateral for Public Funds Act, and all other applicable laws Pledged sacunt~es vail be
hsted as an addendum to the Depository Contract in Ex~blt "A" Pledged secunt~es vail be held
by the Federal Reserve Bank ~n joint custody vath the C~ty and the Depository Provided further
that
1 The approved securities shall be of the k~nd defined or referred to m Tex Loc
Gov't Code §105 031 and acceptable to the City, and the amount pledged shall be ~n a
total market value as directed at any time by the City Council ~n accordance w~th
standards acceptable to the City Council and as required by apphcable laws
2 The conditions of the pledge of approved securities reqmred by this contract
are that the Depository shall credit the account(s) of City wath the full amount or all State
of Texas Warrants presented to Depository for the account of the City no later than the
bunlong day next follow~ng the day of Depository's receipt of such warrants, that
Depository shall fmthfully perform all duties and obhgations devolwng upon Depository
by law and this contract, including specifically the duty to collect w~th diligence checks,
dra~s, and demands for money deposited vath Depository, pay upon presentation all
checks or drafts drawn on order of the City m accordance vath its orders duly entered
aecordmg to the laws of Texas, pay any tune deposit or comficate of deposit of City in
Depository upon maturity or aiter the period of notice reqmred, and fmthfully keep,
account for as required by law, and faithfully pay over, at matunty 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 reqmred by flus contract shall be a
continuing pledge, ceasing only upon the later of the termination of tlus contract or the
fulfillment by Depository of all of its duties and obhgation arising out of flus contract,
(and a continuing secunty interest m favor of City shall attach munediately upon any
such pledge to all proceeds of sale and to all substitutions, replacements, and exchanges
of such securities, and m no event shall such continmng secunty Interest be voided by
any act of Depository), but notwithstanding the foregoing Depository shall have the right,
w~th the consent City, to purchase and sell and substitute or replace, any and all of the
approved securities pledged pursuant to tlus contract vath other approved securities,
provided that all of the other conditions of tlus contract are adhered to by Depository, and
such pledge shall be in addition to all other remedies available in law to City
4 Tlus 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 ttus contract and the apphcation, the terms of
tlus Contract shall control
5 Upon execution, Depository shall immediately funush or cause to be furmshed
to City onlpnal and valid safekeeping or trust receipts issued by the bank holding the
approved securities pledged pursuant to flus contract, marked by the holding bank on
their face to show the pledge and market value as reqmred above, and City shall promptly
furnish two executed copies of tlus 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 tlus Depository Contract the depository bank agrees
to pledge an amount that Is equal to funds anticipated to be on deposit from day to day
7 Any closing or failure of Depository, or any event deemed by City to
eonstlttue a closing or failure of Depository, shall be deemed to have vested full title to
all approved secunties pledged pursuant to tlus Depository Contract in City, and City is
Page 2
hereby empowered to take possession of and sell any and all of such pledged approved
securities, to the extent not forbidden by law, whether in safekeeping at another bank or
in possession of City, and City is specifically so empowered by Depository
8 Depository agrees that It will act, and the City hereby designates Depository as
its primary depository, with both parties agreeing that all funds hereto shall be deposited
and invested in compliance with all applicable local, state, and federal laws lnclu&ng, but
not limited to, the Depository for Municipal Funds Act, Chapter 105, §105 001-105 092
of the Texas Government Code (V A T C S ), the Collateral for Public Funds Act,
Chapter 2257, §2257 001-2257 083 of the Texas Government Code (V A T C S ), the
Public Funds Investment Act, Chapter 2256, §2256 001-2256 104 of the Texas
Government Code (V A T C S ), the City Charter and Code of Or&nances of the City of
Denton, Texas as amended, and the Investment Policy adopted by the City It ~s also the
lntentlon of the parties hereto, m conformance with the above-mentioned laws, that the
City shall remmn at maximum flexthlhty to invest its funds prudently to earn the Inghest
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 banPang serwces as an independent contractor for the charges as set
forth in the Depository's application dated , 1999, winch
application is attached hereto as Exinbit "B" and made a part of tins contract for all
purposes
10 Depository shall perform all those banking services set forth m Exinblt "A",
its application attached hereto as Exinblt "B", the City's Request for Applications for the
Performance of Depository Services, which Is attached hereto as Exinint "C" and made a
part of this Contract for all purposes, and Exinblt "D", Cash Management Contract,
which is also attached hereto and made a part hereof for all purposes In case of conflicts
between this Depository Contract and the aforementioned exinblts or in case of a conflict
between such exhthltS, the conflict will be resolved as follows F~rst, fins Depository
Contract controls over all exhibits, second, Exhibit "A" controls over Exinblts "B", "C",
and "D', third, Exhibit "C" controls over Exhibits "B" and "D", and fourth, Exinbit "D"
controls over Exhibit "B"
11 Depository shall (a) keep the municipal funds covered by fins Contract, (b)
perform the duties and obhgatlons imposed on the Depository by law and under tins
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 dlracted 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 (0 account for mumclpal funds as
required by law
B Depository warrants that each computer, hardware, software, and firmware
product or equipment utilized by Depository to deliver financial and depository services under
this Contract shall be able to accurately process date data (including, but not limited to,
Page 3
calculating, companng, and sequencing) from, rote, and between the twentieth and twenty-first
centuries, including leap year calculations, when used m accordance with the product
documentation provided by Depository, provided that all other interfaces (e g, hardware,
software, firmware) used m combination w~th such product properly exchange data with tt If
this Con~act reqmres that the Depository's equipment or products must perform as a system in
accordance w~th the foregoing warranty, then that warranty shall apply to Depository's products
and eqmpment as a system The duration oft[us warranty and the remedies avmlable to the City
for breach of tilts warranty shall be as defined m, and subject to, the terms and hrmtations of
Depository's standard commercial warranty or warranties contained m the contract(s), prowded
that, notwithstanchng any provision to the contrary m such commercial warranty or warranties,
the remedies available to City under t[us warranty shall include repair or replacement of any
Deposltory-utihzed product or equipment whose non-compliance is chscovered and made known
to Depository in writing and Depository, m accordance with Article 6 hereof, shall indemmfy
City against losses caused by any breach of thls warranty Notlung tn tins warranty shall be
construed to lmllt any nghts 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 oft[us contract, should the amount ofdepostt exceed that which
ts tmtlally pledged, said amount will be increased, and the safekeeping receipts of the addmonal
securities will be provided m 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 deposltones and to, if necessary, enter into Depository Agreements for other City
funds wtth other banks in Denton County or adjacent counties whenever the interests of the Ctty
may demand The City also reserves the right to contract w~th other financial institutions under
separate contract if the C~ty deterrmnes that additional financial services are necessary m the
admimstration, collection, investment, and/or transfer of mumctpal funds
ARTICLE 5. LEVEL OF COMPETENCY
Depository and its officers and employees perfornnng services hereunder agree that tn the
performance of these depository services, they shall be responsible to the level of competency
and shall use the same degree of sloll and care as presently mmntmned by other practicing
professt0nals performing the same or similar types of work in the State of Texas
ARTICLE 6. INDEMNIFICATION
Depository shall mdemmfy and hold harmless the City, its officers, agents, and employees from
loss, damage, liability, or expenses on account of any clmms, damages, or injuries, whatsoever to
all persons including employees of Depository and City, ~ncludtng without hmitatton breach of
the Year 2000 Warranty set forth tn Sectmn 2 B, w[uch may arise from any negligence, error, or
omission m the performance of t[us contract on the part of Depository or any breach of its
P~e4
obligations or duties under tlus contract, and Depomtory 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 wbach may be mcurred or
rendered agmnst them or the City
ARTICLE 7. EXHIBITS
All exhiblts attached to th~s Contract are considered to be integral parts of same, and Depository
will fully comply w~th the terms and condmous of same
For purposes of determlmng venue and the law govermng tins Contract, services performed
under th~s contract are performed m the City and County of Denton, Texas Any d~spute
regarding this contract shall be dec~ded and settled m a court of competent junschction s~ttmg m
Denton County, Texas
~u~TICLE 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 tins Contract had signed one
and the same signature page of tins Contract
~,RTICLE 10. TERMINATION
A The City and Depository shall, as a matter ofnght w~thout necessity of defa~llt on the
part of City or Depository, terminate tlus Contract at any time by giving the City or Depository
90 days pnor not~ce m writing Should Depository default m any of its obligations to City under
this Contract, City shall give Depository notice of default m writing, and Depomtory shall have
30 days from receipt of the notice to correct the default If Depository fails to remedy default
within tlus tune, City, at its sole option, may cancel tins 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 saUsfuctonly performed m accordance with tins Contract up to date of any
termination hereunder Depository's filing of a petmun m bankruptcy or being declared
insolvent by a federal bank regulatory agency shall be considered a material breach of tlus
Contract Nothing herein shall deprive City of any other remeches m law and eqmty to enforce
the terms, condmons, and obhgat~ous of this Contract mcludmg, but not lnmted to, instituting
suit for damages or, m the alternative, specific performance of this Contract
B In the event of'termination, Depository shall fully cooperate with the City to transfer
all mumclpal funds to the new depository designated by the City
ARTICLE 11. NOTICES
All notlcas required under this contract must be given by certified mml or registered mall,
addressed to the proper party, at the following addresses
Page
CITY DEPOSITORY
Mmhael W Sez, C~ty Manager
C~ty of Denton
215 E McKmney
Denton, Texas 76201
Either party may change the address to winch notice m sent by g~wng the other party notice of
the new address In the manner provided in flus section
ARTICLE 12. ASSIGNMENT
Depository shall not assign any interest in this Contract and shall not transfer any interest m flus
Contract (whether by assignment, novation, or otherwise) without the pnor 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, admimstrators, legal representatives, successors, and assigns where
permitted by tins Contract
ARTICLE 14. ENTIRE AGREEMENT
Tins Contract and the attached exinints constitute and express the entire agreement between the
parties and shall not be amended or mo&fled except by written instrument signed by both
parties
AgTICLE 15. AUTHORITY TO ENTRY
Depository hereby does represent to the City that its officer or officers who have executed this
Contract have full and complete capacity and anthonty to execute a binding Depository Contract
winch is effective, for all purposes, as to all services to be provided and all terms and obligations
under tins 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 ofwhtch this Contract has been executed on tins the day of ,
1999 by the duly authonzed officers of Depomtory and City
Pnge 6
CITY OF DENTON
By Date __
Name (Pnnt)
Title
Address City of Denton
215 E. McI~nnev
Denton. Texas 76201
ATTEST
JENNIFER WALTERS, CITY SECRETARY
BY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
DEPOSITORY
By Date
AUTHORIZED SIGNATURE
Name (Pnnt)
Title
Page 7
Ordinance Exhibit D
CASH MANAGEMENT CONTRACT
TABLE OF CONTENTS
Page
1 TERMS AND CONDITIONS 2
2 ADDENDUM ONE SERVICES 7
3 ADDENDUM TWO CO'INS AND CURRENCY REQUEST 8
4 ADDENDUM THREE ACCOUNT SETUP AND TRANSFER LIMITS 9
5 ZERO BALANCE AUTHORIZATION 11
6 ADDENDUM FOUR FEE SCHEDULE 12
7 ADDENDUM FIVE WIRE TRANSFER AGREEMENT 13
8 ADDENDUM SIX ELECTRONIC FEDERAL TAX PAYMENTS 19
9 ADDENDUM SEVEN ACH ORIGINATION AGREEMENT 27
10 MASTER REPURCHASE AGREEMENT 34
AFFO150E 1 of 40
CASH MANAGEMENT CONTRACT
TERMS AND CONDITIONS
Th~s Agreement (the "ASreemant') is betw~ City of Denton (h~rmmaf~r called "Prm~xpal") (if more
than one undersigned, each yotmly and severally), and (hereinafter called 'Bank") for
delivery of the Cash Management System as described below The totem of this Agreemeat is to clarify
the responslbihties of each party
Accounts. Any Comm~cial or perannai Account as Included on the Cash Control Account
Application and approved by the Bank m writing
U~er, Any Individual that Principal has authorized the access and ~se of the Cash
Management System according to the Cash Contwl User AuthonzaXton Rapon
~ The day during which the ,,,,I,, office of Bank ~s open for bnsmess, m
accordance with spoctflc cut.off maes. and dunng which the Bank is able to
download Principal's information and process transactmus
~ Tho Account balance that is the result of the total debit and credit activity as of
a speoifi¢ date and tun~ for all Aacoums
Collected Balance. The Current Balance of the Acc, omit, less float
bvailable Balance. Current Balance of the Account minus holds, all but one day Float, and memo
posted dab~ts plus m~mo posted credits
Float Dollar amount of deposited items that are m the p~ocess of cellcetton from the
payable bank Also lmown as uncollected funds
Hold. A restnctmn on payment of all or any part of the balance m an account
Memo !Posted Debits. Any debits being posted to the account for the business day For example, ACH
debits transactions, wire transfers, and teller cashed checks
Memo Posted Credits. Any credit being posted to the account for the bus,ness day For exAm?lo, ACH
credit transactions and wire tramfers
System. F~Serv Cash Management System, Verslon 2 30, F~$erv Copynghi 1994,1995
AFFOISGE I 2 of 40
~"!~'* 2. Fnn~tton Cauabflltim
As a ~r of ~o C~ M~e~t ~s~, ~ ~ O~ ~ ~t ~y of ~e se~l~ hst~
~low ~e sp~fic ~t~ ~M by ~ ~p~
u~ ~m ~ m ~
A ~o~ A~t mq~ on ~t d~a ~ ~uon ~s~ on
B ~ti~ stop p~ ~u~t ~ip~ ~ ~ el~m~y ~ s~p pa~t
o~ ~ ~ ~ v~fl~ ~ ~ ~ not ~ p~ ~ ~ stop pay~ ~s
v~d ~e B~ m~ ~ive ~ sm~a~ o~ m ~ to ~ow ~ B~ ~le
C ~t a w~ ~ ~ip~ ~ U~ ~n~ ~ w~ ~f~ ~v~ ~ B~'s
~t~ff tima (2 ~ p m C~ T~) ~ ~t ~ p~ ~ ~e followms b~m~s ~y
B~ ~ a ~t ~t ~o p~ my ~ ~t
~f~ ~t ~ not av~lo ~ ~o A~t W~ ~ ~ ~t ~ ~e m
~ ~ ~e ~fl~ W~ T~f~ A~t, ~ ~m Ptve
D ~t a Corn ~d ~ ~ ~ ~ ~ A~m ~o
~e~ 10 ~ - II ~ a m ~ 2 30 * 3 30 p m ~ T~) ~ h not ~m~ble for ~y
~ay of ~S~ ~p~ ~ U~ ~ ~ble m ~y ~ ~r ~as~ sent by
· e B~.
F ~t~ ~f~ ~ ~ s~ up Wl~ ~o C~ M~ge~t ~s~ Wl~ ~e exception
of t~ ~ ~f~ m ~ ~ for ~o~ ~fer 1~ ~tp~ ts l~t~ to
s~ p~o~ automn-c ~n or wi~w~ ~r ~ om of ~y ~ket savings ~d
~o ~ sav~ ~ ~ of ~e s~ ~fm for MMS ~ ~ mad* ~'~, ~,
or ~bit c~ ~f~ m~. ~a C~ M~t ~ ~1~ ~ p~o~ or auto~txc
~n subJ~t m ~e l~iom ~y ~f~ m e~ of ~e 1~ m~t be done m
~on at ~ B~
G ~ip~ ~ not pe~ to ~r mo~ ~ ~ Av~le B~ ~m d~osit ~o~
H ~fi~ el~mc T~ T~ ~ ~ pay~ ~u~ ~e C~ M~gem~t system
~fer to ~end~ Five for ~Hm~
I ~t~e ACH tr~tlo~ ~p~ ~n~ ACH ~txo~ ~v~ ~cr B~'s ~t~ff
t~e (2 ~ p m Ce~ S~ ) will not ~ p~ ~tH ~e following b~m~s ~y ACH
~iom m~t ~ ~r~ wi~ ~e ~p~p~ ACH Ong~ton Ag~mcnt, Refer
Add~ Six
J P~o~ A~t
K ~tp~ ~ ut~ ~y ~n ~tiom for ~u~
A ~cip~ md User ~ ~mible ~r Obtaining, ~g, mnmtnmm$, ~d up.ting ~e
n~s~ ~dw~e ~d ~la~ ~mp~t ~ m mfl~ ~ C~ M~e~t System As
of ~ ~e of ~ A~t, ~ ~ ~P~ ~1~
AFFO150E 3 of 40
IBM compauble 80386 or ingher
M)~um 4 megabytes of RAM
DOS 5 0 or higher
MS Windows 3 1 or htghar
M~mmum 20 m~gaby~es of available hard cbsk space
Mouse
VGA momtor (color
Hayes compatible modem - up to ~ Band
Access to a voicogrede telephone line
*Bank will notify Prm~pal of ~hnnses in eqmpmant reqmremants
B Bank reserves the right to e!!mtnnte or change any function capabilttles at any ttme without prior
notice
C Principal wtll receive one copy of the User Manual and periodic updates Additional User
Manuals can be ob*nmed from the Bank for a ,.hn*'ge Pnnelpal agrees not to copy or otberuflse
duplicate the User*s Mnnual or updat~ Upon lerm!nnt~cix of use of the Cash Manegeme~t
System, Prmclpel will remm the mnn~al and updates to the Bank
D Bank may from time to time send updat~ of sof~vare and clc~*me~taUon to the Principal, and
such upfl_n~,__ns will be subject to this agroemont Pnncipal is responstble for prompt mstallatmn and
testing of anftware updates
Prmcipnl hes nO right, title, or in.rest to th~ Cash
Principal will not mnlre or permit anyone else to make copieS of the Cash Manag~mant Software
and User's Manual Principal agrees to notify pnnl~ promptly and m writing of any circumstances
of which Principal has knowledge relating to any posseestun, use, or knowledge relating to any
possession, use of knowledge of my poflinn of the Cash Management System and the User's
Manual by an unauthorized person
E Bank agrees to conduct mrdal trninJflg for the Pl3ncipel to set up th~ mltlal secul'lty provtslous
for the Cash Management system Bank is not respousthle for Prmclpal*s actions or negligence
m setting ~lp Principal's secilrity access to Cash Management Prmcipel will be responsible for
anthorlzmg system and function access to Cash Management to appwpnate employees and
aaslgnmg User IDs to such apprepllate employees Principal and Users wall not make any
password or User IDs available to any non. anthonzed persons Bank offers further securtt~
procedure under Cash Management w~ Pnnclpal and Bank ~ eStablish dollar Imuts for
traflsactto]as, refer to Add~'m Thl~e Bcilk arid Pr~lpal agrc~ that the password, User ID,
and the dollar limxt sesunty procedures provided under Cash Management are commercially
reasonable and pertleS further agree that transactions conducted under the password and User IDs
shell he deemed authanttc payment orders binding on the Principal Pnncipal is responsthle for
all transactions mndp_ through the User ID ami password security system, rcgardleas of whether
such transaction wes anthorized
F Bank wtil not be liable for non- authorized use of Cash Manage_m~t or for any losses that may
result Principal and User wtil notify Bank immediately d Pnnelpal or User believes that a User
ID and/or password has bse~ used without Pt'inclpal's permlaslon Principal Ired User will not
disclose any reformation perrnm~n$ to 1ts use or the components of the Cash Mnrln~eln~flt S~stem
to any non-anthonzed User
AFFOleOE 4 of 40
A~r~ament is in addiuon to any of ~ese a~n~mcn~s and ~clos~
H ~lp~ ~ ~ (i ·, ~1o~ ~tom ~ ~o~ A~t ~) ~ B~
~-fo~ho~ a ~ ~ ~ ~ of ~ff ~ 1~ m ~ ~t T~to~
~1~ ~ ~ff ~ w~ ~ p~ ~ of ~ ~ ~
~p~ ~ ~ if it ~ m udli~ ~ ~ M~ ~s~m ~r or ~fo~
B~ ~ (8 ~ a m to ~'~ p,m ), ~ ~ ~t ~ av~le for s~n ~o~d pmble~
I ~p~ wffi ~n~ m ~ m~ ~t ~ ~ ~ ~ ~om ~r
~ip~ is ~ible m pm~fly ~ ~ s~ and ~n m ~ ~y ~
to ~ B~ ~ o~ For ~ ~c ~om S~ ~ ~g. E, ~ ~t ~ ~
~ ~t~S m~tn (~) s~ ~s, o~ ~t~ ~t ~ ~ m~ (30) ~ ~s
~ ~ s~t ~
~clpM ~wl~ thae ~ f~ for ~ ~ Ms.a~t Sys~ ~ ~ p~ ~y ~
~clo~ on ~ ~'s ~ M~na~ ~S~ F~ ~e, mf~ to ~ Fo~ ~e
~ ~ m ~igon to ~y ~ ~ s~ ~g~ ~y ~ pMd ~y pnc~g or poh~
K ~ A~t ~ ~ .~1 ~ ~v~ ~ ~ of ~tpM's ~v~ton or
~t~ B~ ~ ~i~ ~ ~g ~ ~ ~ wffi not ~n~ ~ s~t~ for ~p~
T~n~ion ~ ~ p~ ~ ~ ~ ~ipM of ~ l~ffi~ for ~uom or
~mibfiifi~ ~r pa~ of MI f~ ~ pg~ ~ t~on
L ~ ~ ~ to ~ or ~ ~l~ ~ to ~ ~pM ~ehtn a ~le t~
~ ~ ~ipt by ~ B~-k of ~ ~tt~ ~ ~ ~p~, m~ m A~e~ One
~nn 4~ ~ekunwl~m~ts~ Rm~mlblli~m. ~d LlablH~m of B~
A ~ wgl ~I ~e so~m ~ ~ipg's l~on ~d pm~ ~mmg on ~ me of C~
B ~ B~ ~ ~ ~to a il~g ~t wt~ ~i~V ~la, ~, ~ ~I,,.,~n for ~e
.~r...;~ ;~ ,.ot41r~l mc~umng b'-". not limit to, Imp t~l]'~
AFFO150E 5 ~f 40
~d~*lnn S...[Obit ~i~k. nn~lf~](uu~n~f and
A ~sA~hSo~ ~ ~ ~ ~ ~ ~° laws °f ~e S~ °f Te~~/
B ~ A~t ~ ~ ~ ~ ~o~ on ~p~'s A~t Apph~on
C ~ ~'s ~o~tton m l~e ~ ~ Mnnn~t
E U~n ~ of ~ ov~ ~ h ~ A~u, B~ ~ ~ve ~e fl~, m ~'s
role ~n m (l) ~ ~ of ~ ~u~ ~
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~ p~ ~ ~ w~ to ~ o~ ~ It h ~ to ~t~ into ~ A~nt
G If ~ ~y t~ ~y ~ of ~ A~t ~ fo~ to ~ mv~id,
Tttle
Dat~
By the signature of Bn~k's authorized officer below, Bank hereby accepts the terms and condtuons of
Agr~til~nt
B~nk
Nan~
Tttle
Dnt~
AFFO160E 6 of 40