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R-09-02-12-10A1 - 2/12/2009RESOLUTION NO. R -09-02-12-10A1 WHEREAS, the City entered into a Depository and Banking Services Contract with Bank of America, N.A. by Resolution R -07-04- 26-12D1, same being dated April 26, 2007, and WHEREAS, the term of the current Contract extends until May 31, 2009, and WHEREAS, the City and Bank of America, N.A. now desire to add certain amendments, addenda, and agreements to the original Depository and Banking Services Contract package, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: I. That the Mayor is hereby authorized and directed to execute on behalf of the City the following: "Image Cash Letter Services Amendment to the Terms and Conditions," a copy of same being attached hereto as Exhibit "I," and same is incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 12th day of February, 2009. SARA L. WHITE, City Secretary O:\WDOX\RESOLUTI\R90212A1.DOC/jkg ALAN MCGRAW, Mayor City of Round Rock, Texas Bank of America Image Cash Letter Services Amendment to the Terms and Conditions This Amendment ("Amendment") is to the Treasury Services Terms and Conditions Booklet or the Cash Management Services Terms and Conditions Booklet executed by you (the "Booklet"). Terms used but not defined in this Amendment will have the meanings given to them in the Booklet. The purpose of this Amendment is to describe the terms and conditions under which we will provide you with the Image Cash Letter Service, as described below. Subject to our specific approval, you may use our Image Cash Letter Service under the following terms and conditions once you have signed the Authorization and Agreement signature page for the Booklet and this Amendment, and completed any set up forms and testing requirements for the services. IMAGE CASH LETTER SERVICE The Image Cash Letter Service allows you, or a third party acting as your agent, to transmit an image cash letter to us. We may create, on your behalf a paper substitute check or image replacement document (IRD) from such electronic image transmission, as described in the applicable User Documentation. Check 21 refers to the Check Clearing for the 21st Century Act, 12 CFR 229 or any successor legislation. CLIENT RESPONSIBILITIES Prior to sending us an Image Cash Letter, we must agree on image and transmission standards as more fully described in the User Documentation. Except as provided herein, for any IRD created under this Image Cash Letter Service, you are deemed to be the warrantor of certain warranties under Check 21, and for each and every day an IRD is created, you accept all responsibilities as warrantor for those certain warranties under Check 21 regarding creation of the IRDs. You make us the same warranties and indemnities that we, as a reconverting bank, give under 12 CFR Parts 229.52 and 229.53 of Check 21 regulations or any successor legislation. You understand that you are responsible for capturing and sending fully legible copies of the item which may be created as an IRD. Notwithstanding the forgoing, provided you comply with agreed image and transmission standards and we accept your transmission, and as more fully described in the applicable User Documentation, we will not hold you responsible for any breach of warranty or indemnity under Check 21 based on image quality for IRDs that we produce from your image transmission. You shall pay Bank for the amount of any returned IRDs (including rejected IRDs) or any claims for adjustments accepted by Bank, for any transmission of an Image Cash Letter which Bank has previously credited to your account. Such amounts shall be charged as retums to your account and are immediately due and payable by you to us. Such amounts appear on your reports to the extent agreed between you and us. Certain returned IRDs may be redeposited, if you have a separate Reclear Service agreement or arrangement with us. Any IRD created and deposited to your account must comply with all requirements mandated by Check 21. You acknowledge that we will apply and be responsible for (i) the appropriate endorsement of the bank of first deposit as more fully described in the applicable User Documentation on the back of each printed IRD; (ii) the appropriate legend of legal equivalency on the front of the printed IRD; and (iii) appropriate language identifying the reconverting bank if we do not clear your Image Cash Letter electronically through image exchange. EXHIBIT 00-35-2850NSBW 11-29-2005 Except as set forth in this Amendment, the provisions of the Booklet remain in full force and effect. Page 1 of 2 Bank of America — Confidential ©2005 Bank of America Corooration IMAGE CASH LETTER SERVICES AMENDMENT TO THE TERMS AND CONDITIONS Dated: ROUND ROCK, TX CITY OF (CLIENT'S LEGAL NAME) (Signature) (Print Name) (Print Title) 00-35-2850NSBW 11-29-2005 Page 2 of 2 DATE: February 4, 2009 SUBJECT: City Council Meeting — February 12, 2009 ITEM: *10A1. Consider a resolution authorizing the Mayor to execute an addendum to the Depository and Banking Services Contract with Bank of America, said addendum adding "Image Cash Letter Services Amendment to the Terms and Conditions." Department: Staff Person: Justification: Finance Cheryl Delaney, Finance Director This addendum is needed as part of the implementation of Image Cash letter services for the Red Light Camera project. Funding: Cost: Source of funds: Outside Resources: Background Information: Public Comment: N/A N/A N/A N/A N/A EXECUTED DOCUMENT FOLLOWS Bank of America Image Cash Letter Services Amendment to the Terms and Conditions This Amendment ("Amendment') is to the Treasury Services Terms and Conditions Booklet or the Cash Management Services Terms and Conditions Booklet executed by you (the "Booklet"). Terms used but not defined in this Amendment will have the meanings given to them in the Booklet. The purpose of this Amendment is to describe the terms and conditions under which we will provide you with the Image Cash Letter Service, as described below. Subject to our specific approval, you may use our Image Cash Letter Service under the following terms and conditions once you have signed the Authorization and Agreement signature page for the Booklet and this Amendment, and completed any set up forms and testing requirements for the services. IMAGE CASH LETTER SERVICE The Image Cash Letter Service allows you, or a third party acting as your agent, to transmit an image cash letter to us. We may create, on your behalf a paper substitute check or image replacement document (IRD) from such electronic image transmission, as described in the applicable User Documentation. Check 21 refers to the Check Clearing for the 21st Century Act, 12 CFR 229 or any successor legislation. CLIENT RESPONSIBILITIES Prior to sending us an Image Cash Letter, we must agree on image and transmission standards as more fully described in the User Documentation. Except as provided herein, for any IRD created under this Image Cash Letter Service, you are deemed to be the warrantor of certain warranties under Check 21, and for each and every day an IRD is created, you accept all responsibilities as warrantor for those certain warranties under Check 21 regarding creation of the IRDs. You make us the same warranties and indemnities that we, as a reconverting bank, give under 12 CFR Parts 229.52 and 229.53 of Check 21 regulations or any successor legislation. You understand that you are responsible for capturing and sending fully legible copies of the item which may be created as an IRD. Notwithstanding the forgoing, provided you comply with agreed image and transmission standards and we accept your transmission, and as more fully described in the applicable User Documentation, we will not hold you responsible for any breach of warranty or indemnity under Check 21 based on image quality for IRDs that we produce from your image transmission. You shall pay Bank for the amount of any returned IRDs (including rejected IRDs) or any claims for adjustments accepted by Bank, for any transmission of an Image Cash Letter which Bank has previously credited to your account. Such amounts shall be charged as returns to your account and are immediately due and payable by you to us. Such amounts appear on your reports to the extent agreed between you and us. Certain returned IRDs may be redeposited, if you have a separate Reclear Service agreement or arrangement with us. Any IRD created and deposited to your account must comply with all requirements mandated by Check 21. You acknowledge that we will apply and be responsible for (i) the appropriate endorsement of the bank of first deposit as more fully described in the applicable User Documentation on the back of each printed IRD; (ii) the appropriate legend of legal equivalency on the front of the printed IRD; and (iii) appropriate language identifying the reconverting bank if we do not clear your Image Cash Letter electronically through image exchange. Except as set forth in this Amendment, the provisions of the Booklet remain in full force and effect. 11.-1)9-O'/,12.1oA.1 00-35-285oNSBw 11-29-2005 Page 1 of 2 Bank of America — Confidential © 2005 Bank of America Corporation Dated: 2 , 12 . 0 9 00-35-2850NS5W 11-29-2005 IMAGE CASH LETTER SERVICES AMENDMENT TO THE TERMS AND CONDITIONS ROUND ROCK, TX CITY OF (CLIENT'S LEGAL NAME) (Signature) M MGCrltuv (Print Name) NAA(. (Print Title) Page 2 of 2 Bank of America — Confidential ©2005 Bank of America Corporation