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R-94-09-08-10A - 9/8/1994
BANKEONE. February 13, 1997 Cindy Demers, CPA City of Round Rock 221 East Main Street Round Rock, TX 78664 Dear Cindy: In reviewing your file, the Request for Application, under Term of Contract, states: All fees will remain the same. Attached is a final list of the Cash Management fees. These fees were never stated in their entirety in the original contract, so we are clarifying the matter at this time. Bank One is please to extend your contract for another year. The extension will commence October 1, 1996, and end September 30, 1997. Please countersign this letter with your acceptance. Thank you for your continued business. Sincerely, "The Contract may be extended for an additional period of time not to exceed the original period of time, provided both parties agree in writing to do so prior to the expiration of the original Contract. The exact Contract will be for the original terms and conditions, plus any approved changes." Edward W. Eck, Vice President Corporate Banking enclosure Bank One, Texas, NA PO Box 2266 Austin TX 78780 221 West Sixth Street Austin TX 78701 City of Round Rock Tel 512 479 5400 i � lad, recycled ww BANKIONE. April 10, 1997 Ms. Cindy Demers City of Round Rock 221 East Main Street Round Rock, Texas 78664 Dear Cindy: Bank One, Texas, NA PO Box 2266 Austin TX 78780 221 West Sixth Street Austin TX 78701 Tel 512 479 5400 Reference is made to the Depository and Banking Services Contract " "the Contract" dated March 17, 1995 and the subsequent letter dated February 13, 1997, which provides for the extension of the contract until September 30, 1997. Bank One recognizes that both of these documents are legally binding upon both parties and that we will accept either the City Manager or the Director of Finance as the "Designated Officer" to execute the extension of this contract. We refer to the section on page two of the Contract which states that either of these two individuals shall be the designated officer to serve as the primary liaison between the City and the Bank and may exercise the powers and duties as authorized by applicable law. Please let us know if we can be of further assistance in bringing this matter to closure. Respectfully, Edward Vice Presidi t & anager Regional Co irate Banking 0 100% nary. e of Round Rock, Texas, provides that the City Council shall select a City Depository for the custody of City funds; and WHEREAS, the City has requested applications from banking WHEREAS, Chapter 1, Section 1.1100, Code of Ordinances, City firms authorized to submit such applications; and WHEREAS, Bank One, Texas, N.A. - Round Rock has submitted the most favorable application; and WHEREAS, the City Council desires to accept the application of Bank One, Texas, N.A. - Round Rock, and to enter into a Depository Contract, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the application of Bank One, Texas, N.A. - Round Rock is hereby accepted and said institution is hereby selected as the official depository of the City of Round Rock, Texas, for the period beginning October 1, 1994, through September 30, 1996, and the Mayor is hereby authorized and directed to execute on behalf of the City a Depository Contract with Bank One, Texas, N.A. - Round Rock. ATTEST: RESOLVED this 8th day of September, 1994. KS /RESOLUTION RS40908A.2 RESOLUTION NO. /(:),- 4 09- 08-/0/9 E LAND, City Secretary CHARLES CUL P , Mayor City of Round Rock, Texas 8.000 864 ' 22.500 2,430 0.23/1000 1,656 .16/1000 1,152 0.150 2,585 0.135 2,326 0.020 48 0.0325 78 0.250 243 0.6000 583 0.0275 733 0.030 1,359 0.0275 512 0.060 5,900 0.0275 572 0.052 43 0.055 135 0.075 580 0.075 1,045 0.050 2,630 Negotiable 4.50% 2,457 2.000 1,560 1.500 351 n/a 1.500 1,170 10.000 960 5.000 480 15.000 1,080 12 000 864 30 /mo 360 30 /mo 360 20.000 480 15.000 360 0.100 624 0.150 936 18.000 432 25.000 600 n/c n/c 15.000 300 15.000 300 3.000 42 no fee 50 /req 20,908 18,283 City of Round Rock Depository Applications Average Monthly Activity Trans Account Maintenance 9 FDIC Insurance 600,000 Check Processing Fees Debits paid 1,436 Encoding Fee 200 Deposit Items Fees 81 On -us 2,221 Local 1,553 Non -Local 1,732 11th District Fed City 69 1lth District RCPC 205 National Fed City 644 All Other Fed Distncts 1,161 Local RCPC selects 4,384 Bank Card Processing Fees Monthly Fee 1 Receipts 41/$5056 Return Check Charge 65 Re- cleared items 65 Incoming Wires 8 Outgoing Wires 6 ACH Services Tape 2 Per item fee 520 Stop payments - call in 2 Fed WM payroll taxes Locking Bank Bags 20 Non - locking zipper bank bags 14 Collateral Fee Electronic Transfer Available Interest Maximum Collateral Balance c•Mecellm,MWenkaW eFUnmGafe Bank One Unit Annual Cost Cost 10.000 1,080 .1597/1000 1,150 0.110 1,896 0.030 72 0.350 340 0.015 400 0 030 559 0.050 1,039 0.040 33 0 055 135 0 070 541 0.070 975 0.045 2,367 2.75% 1,668 2.000 468 2 000 1,560 5.000 480 8.000 576 15.000 360 0.100 624 20.000 480 n/c 6.25 Basis points 313 yes 3.19% Unlimited 17,117 19,140 Net Cost -2,023 7.500 810 .19/1000 1,368 0.150 2,585 0 0.250 243 0 035 1,585 0.070 6,884 1.000 12 2.5/100 1,230 2.500 1,950 n/c 5.000 480 10.000 720 25.000 600 0.090 562 20.000 480 n/c 15.000 300 3 000 42 yes 3.35% 1,000,000 912/94 10 49 4M Hartland Bank Unit Annual Cost Cost 19,850 20,100 -250 First Texas Unit Annual Cost Cost no 3.50% 1,000,000 FINAL Yes 21,000 3.30% 1,000,000 With sweep of -92 collected funds First Interstate Unit Annual Cost Cost 19,800 -1,517 DATE: September 6, 1994 SUBJECT: City Council Meeting, September 8, 1994 I'1'hM: 10. A. Consider a resolution authorizing the Mayor to enter into an agreement for a City depository. STAFF RESOURCE PERSON: David Kautz STAFF RECOMMENDATION: Applications for the City depository were received from 4 local banks. The depository serves as the City's bank for a period of 2 years. A summary of the applications and the related financial impact are provided on the following page. The financial impact for each application was relatively close. However, Bank One offered the overall best application with regard to cost and service capabilities. Staff recommends acceptance of the Bank One application and asks for Council approval of this item subject to the city attorney's final approval of the contract. 1_ STATE OF TEXAS COUNTY OF WILLIAMSON ) DEPOSITORY AND BANKING SERVICES CONTRACT qy- 09- 08 -70A This Depository and Banking Services Contract, hereinafter referred to as "Contract ",is made and entered into between the City of Round Rock, a home -rule municipality, situated in Williamson County, Texas, hereinafter referred to as "City ", and Bank One, Texas, N.A. - Round Rock, hereinafter referred to as "Bank One ". WHEREAS, the City desires to obtain banking services and a depository for its funds and to provide for those funds the highest level of safety, liquidity, and return while receiving suitable banking services at a reasonable charge; WHEREAS, Bank One is willing to provide such banking services and to act as a depository for City funds while providing full collateral satisfactory to the City; NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the City and Bank One agree as follows: I. BANKING AND DEPOSITORY SERVICES Bank One agrees to receive and safely keep any and all public funds offered for deposit by City and to reimburse and pay same to City, 1. by paying its designated officer, or whoever may be lawfully entitled to receive same upon request. Bank One agrees to perform banking and depository services of the types and for the charges as specified in Exhibit "A ", "B ", "C ", and "D ", which are respectively Bank One's Depository Services Application, the City of Round Rock's Request for Applications for Depository and Banking Services, Bank One's Cash Management Schedule of Fees, and Resolution No. 1462 establishing the City of Round Rock's Comprehensive Investment Policy, all of which are attached hereto and incorporated herein by this reference. Should there be any conflict between the terms of this Contract and any of the terms of the documents contained in any Exhibit attached hereto, the terms of this Contract shall be final, controlling and binding. Bank One agrees to accept stop payment orders issued by the City over the telephone, with written confirmation from the City to follow. Such stop payment orders shall be expire after six (6) months, however,the City may choose to renew such stop payment orders, at its discretion. II. DESIGNATED OFFICER The City Manager and /or the Director of Finance shall be, either jointly or individually, the designated officer to serve as the primary liaison between the City and Bank One, and as the designated officer, may exercise the powers and duties as authorized by applicable law. 2 III. TERM, RENEWAL AND TERMINATION This Contract shall commence on the /1 :541 day of / H 1995, and shall remain in full force and effect for a period of two (2) years. However, in the event that the City Council amends Resolution No. 1462 establishing the City of Round Rock's Comprehensive Investment Policy to allow for a depository services contract to extend for a period of three (3) years or longer, this Contract may be extended by mutual agreement of the City and Bank One, to remain in full force and effect for a period not to exceed the period allowed by the City's Comprehensive Investment Policy. Such period shall be agreed to by the parties to this Contract. Either the City or Bank One may terminate the Contract at any time after one year, for any reason, by ninety (90) days written notice delivered by either party to the other advising the other party of its intent to terminate the Contract. This Contract shall also be subject to termination upon the failure of Bank One to cure a default. If Bank One defaults in the performance of any of the terms and conditions of this Contract, written notice of such default shall be given, and Bank One shall have ten (10) days from the date of initial notice within which to cure such default. If Bank One fails to cure the default within such period of time, then the City shall have the right without further notice to terminate this Contract. Bank One shall be fully responsible to pay the City all actual damages caused by Bank One's default. Nothing herein shall deprive the City of any other legal remedies it may have to 3. enforce the terms of this Contract, including bringing suit for damages or enforcing the specific performance of this Contract. However, notwithstanding any provision to the contrary herein, Bank One shall not be liable for special, indirect, or consequential damages under this Contract. IV. NOTICES All notices shall be in writing and delivered to the parties at the addresses listed below. Personal hand delivery to an officer authorized to receive notices or the mailing of the notice by registered or certified mail, return receipt requested, postage prepaid, shall be sufficient service. The addresses of the parties for notice purposes shall be as follows, unless notified otherwise in writing: If to the City: City of Round Rock Attention: Director of Finance 221 East Main Street Round Rock, Texas 78664 If to Bank One: Bank One, Texas, N.A. Attention: Lewis Aven, Vice President and Manager P.O. Box 368 Round Rock, Texas 78680 V. SECURITY FOR DEPOSITS All funds of the City which are on deposit with Bank One will be 4 insured by the Federal Deposit Insurance Corporation, to the extent permitted by law, and fully and continually secured, including accrued interest, in compliance with the Public Funds Collateral Act as it presently exists or is hereafter amended, and in compliance with any other applicable federal, state, or local law or regulation, as amended, by pledging certain investment securities ( "Pledged Securities ") as collateral to the City. Bank One hereby grants to the City a security interest in, and hereby pledges to the City the securities listed on Exhibit "E ", which is attached hereto and incorporated herein, and any additional securities which may be pledged at a future date pursuant to this Contract to secure any and all funds deposited by the City with Bank One. Such Pledged Securities shall be approved as to type and value by the governing body of the City of Round Rock, Texas. The value of the Pledged Securities will be determined solely by the City. Bank One agrees to maintain the Pledged Securities at the Federal Home Loan Bank of Dallas, at Dallas, Texas or its successors pursuant to the terms of the Collateral Security Agreement executed by the City and Bank One, such Collateral Security Agreement is attached hereto and incorporated herein by this reference as Exhibit "F ". The City and Bank One agree that the Federal Home Loan Bank of Dallas, at Dallas, Texas or its successors shall be the "Custodian Bank" for the purpose of holding and safekeeping said Pledged Securities. Said Custodian Bank shall not be owned or 5. controlled by Bank One, its holding company Bank One Corporation or Bank One Corporation affiliates or subsidiaries. Pledged Securities will be added, released, or substituted in accordance with the terms and conditions of the this Contract, the Collateral Security Agreement, and the Custodial Agreement executed between the City, Bank One, and the Federal Home Loan Bank of Dallas, Custodian Bank. The Custodial Agreement is attached hereto and incorporated herein as Exhibit "G ". In addition to the initial list of Pledged Securities contained herein as Exhibit "E ", Bank One shall furnish to the City a statement describing the Pledged Securities held in safekeeping by the Custodian Bank on at least a monthly basis commencing on March 1, 1995. The statement, at a minimum, shall set forth the par value, market value, interest rate, and maturity date of each of the Pledged Securities. Bank One shall monitor the value of the Pledged Securities weekly and must immediately notify the City in the event the amount of City funds on deposit with Bank One exceeds the market value of the collateral securing such deposits. Upon notice from City of a deficiency, Bank One shall immediately pledge additional acceptable collateral to make up any deficiency between the City funds on deposit with Bank One and the market value of the Pledged Securities. Bank One agrees to maintain a separate, accurate and complete record relating to the Pledged Securities and transactions related 6. to same, which shall be available to the City for examination at any and all reasonable times. Bank One shall provide to the City a statement of its financial condition on at least a quarterly basis. Bank One shall also provide to the City its annual financial statements audited by an independent public accountant as to its "fair representation." VI. INVESTMENT POLICY It is the intention of the parties hereto that the City shall retain the maximum flexibility to invest its funds prudently to earn the highest rate of return consistent with the City of Round Rock Comprehensive Investment Policy adopted by the City Council of the City of Round Rock, Texas by resolution No. 1462 of June 14, 1990, and consistent with other applicable laws. VII. NEW SERVICES The City may negotiate new services with Bank One as deemed necessary by the City. The interest rate to be earned, as well as the other terms and conditions regarding the service will be mutually agreed upon by the City and Bank One. Any such new service agreement will be executed in writing as an addendum to this Contract. VIII. SEVERABILITY If any term or provision of this Contract is held to be illegal or 7. invalid, such illegality or invalidity shall not affect the remaining provisions of the Contract, which remaining provisions shall remain in full force and effect as if this Contract had been executed with the illegal or invalid portion thereof eliminated. It is hereby declared the intention of the parties that they would have executed the remaining portion of this Contract without including any such term, provision, part, parts, or portions which may, for any reason, be hereafter declared illegal or invalid. IX. INDEMNIFICATION Bank One agrees that it and all of its agents, servants, employees and independent contractors and subcontractors will use due care and diligence in all of its or their activities and operations authorized under this Contract. Bank One hereby agrees to indemnify the City for any and all loss, cost and damages arising directly or indirectly from the sole negligence, or joint negligence with the City, of Bank One in the performance of this Contract. City will promptly forward to Bank One every demand, notice, summons or other process received by City in any claim or legal proceeding contemplated herein. Nothing in this section shall be deemed an attempt to change or modify in any manner whatsoever the method or conditions of preserving, asserting or enforcing any legal liability against the City as required by the City Charter, ordinances, or any law of the State of Texas. X. NON- WAIVER 8. Failure of either party hereto to insist on the strict performance of any of the provisions herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by any appropriate remedy strict compliance with any other obligation hereunder or to exercise any right or remedy accruing as a result of any future default or failure of performance. XI_ ACCEPTANCE AND APPROVALS Any acceptance or approval by the City, or its agents or employees shall not constitute nor be deemed to be a release of the responsibility and liability of Bank One, its employees, agents, subcontractors, or suppliers for the accuracy, competency, and completeness for any reports, information, or other documents or services prepared or performed pursuant to the terms and conditions of this Contract, nor shall such acceptance or approval be deemed to be an assumption of such responsibility or liability by the City, or its agents and employees for any defect, error or omission in any reports, information, or other documents or services prepared or performed by Bank One, its employees, agents, subcontractors, or suppliers pursuant to this Contract. XII. CONFIDENTIALITY All data relating to City's business provided to Bank One by City will be treated confidentially and safeguarded by Bank One, using the same care and discretion that it uses with data that Bank One 9. designates as confidential, and Bank One shall safeguard all funds and investments of the City while such funds or investments are in the possession of or under the control of Bank One. XIII. CAPTIONS The captions of this Contract are for information purposes only and shall not in any way affect the substantive terms and conditions of this Contract. XIV. RESERVATION Pursuant to Chapter 105 of the Texas Local Government Code, the City reserves the right to contract with other depositories for the deposit or investment of a portion of available public funds of the City. XV. NON- ASSIGNMENT This Contract shall extend to and be binding upon the parties and their respective successors and assignees; provided, however, that the Contract may not be assigned without the written consent of both parties. XVI. ATTORNEY'S FEES If any action at law or in equity, including any action for declaratory relief, is brought to enforce or interpret the provisions of this Contract, the prevailing party shall be entitled to recover reasonable attorney's fees from the other party, which 10. fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief which may be awarded. XVII. CONFORMANCE TO LAWS This Contract and all of the transactions contemplated herein shall be governed by and construed in accordance with the laws of the State of Texas, including all applicable constitutional provisions, statutes, charter provisions, ordinances, and resolutions. Bank One agrees to fully comply with all applicable laws, including but not limited to the Texas Municipal Depository Law, TEX. LOC. GOVT CODE ANN. sec. 105.001 et seq., as amended, the Public Funds Investment Act, TEX. GOV'T CODE ANN. sec. 2256.001 et seq., as amended, and the Public Funds Collateral Act, TEX. GOV'T CODE ANN. sec. 2257.001 et seq., as amended. XVIII. VENUE Pursuant to Chapter 105 of the Texas Local Government Code, venue and jurisdiction of any suit or right or cause of action arising under or in connection with this Contract shall be exclusively in Williamson County, Texas, and any court of competent jurisdiction shall interpret this Contract in accordance with the laws of the State of Texas. XIX. RELATIONSHIP OF PARTIES 11. Nothing contained in this Contract shall be deemed or construed by the parties hereto or any other third party to create the relationship of principal and agent, partnership, joint venture, or of any other association whatsoever between the parties, it being expressly understood and agreed that no provision contained in this Contract nor any act or acts of the parties hereto shall be deemed to create any relationship between the parties other than the relationship of City and Depository Bank as those terms are understood herein. EXECUTED this (Sr day of ©C. to 1, F`r THE CI //( OF ROUND ROCK, TEXAS BANK ONE a ts r By: /,f v�` b ,/ By: --. PIA 2 i s _Vi pf„o4Qv.� AT ST: ATTEST: le : A55i5T4 T C/ry MANAgr,,e / Title: City 36 12. - ROUND ROCK C:\WPDOCS\CITY\001449B.WPD INFORMATION REPORTING SERVICES AGREEMENT THIS AGREEMENT is by and between Bank One, Texas, N.A. ( "Bank ") and the undersigned ( "Customer "). In consideration of the mutual covenants contained herein, Bank and Customer agree as follows: 1. Services. Bank will make available to Customer the cash management information, transaction, and other informational services (the "Services ") as more particularly described in the User Guide and /or in other written materials from time to time provided to Customer by Bank (collectively, the "User Guides "). Bank shall from time to time have the right to (a) revise the User Guides upon prior written notice to Customer, and (b) perform the Services by such means and subject to such time deadlines as Bank shall establish. 2. Customer's Equipment. Customer, at its sole cost and expense, will provide and maintain all equipment necessary for Customer to obtain access to and utilize the Services or otherwise necessary to comply with the provisions, requirements, and instructions contained in the User Guides. 3. Security. To protect Customer's access to and utilization of the Services, Bank shall establish security procedures (furnished to Customer in the User Guides) which shall be and remain confidential. Customer agrees to disclose such procedures only to persons who are authorized to obtain access and utilize the Services. Customer agrees to notify Bank promptly if Customer knows, suspects, or has reason to believe that unauthorized persons have had access to the security procedures, 5 that the security procedures have been breached, or that the Services are being or might be accessed or utilized in any manner potentially detrimental to Customer or Bank. Bank shall have the right to change the security procedures immediately and without prior notice to Customer if Bank has reason to believe that the security procedures have been disclosed to unauthorized persons, have otherwise been breached, are inadequate in any way, or permit or might permit the Services to be accessed or utilized in any manner potentially detrimental to Customer or Bank. 4. Indemnity. Bank agrees that it and all of its agents, servants, employees, and independent contractors and subcontractors will use due care and diligence in all of its or their activities and operations authorized under this Agreement. Bank hereby agrees to indemnify Customer for any and all actual damages, costs, and expenses arising directly or indirectly from the sole negligence, or joint negligence with Customer, of Bank in the performance of this Agreement. However, notwithstanding any provision to the contrary herein, Bank shall not be liable for any special, indirect, or consequential damages. 5. Releases. Except for the provisions contained in the above paragraph (4. Indemnity), Customer releases Bank from all liabilities, claims, costs, expenses, losses and damages of any and every kind arising out of or resulting directly or indirectly from any act, omission, error or delay in the performance or nonperformance of Bank's services, agreements or duties under this Agreement. Customer may not assert any claim against Bank arising 2. in connection with this Agreement more than two years after the occurrence of the event which gives rise to such claim. 6. Force Majeure. Bank and Customer shall have no responsibility or liability for failure or delay in performance pursuant to the terms of this Agreement when such failure or delay is due to any natural disaster, fire, flood, storm, strike, labor unrest, war, riot, act of God, power failure, equipment failure, errors or acts by any third party or any other cause beyond Bank's reasonable control. 7. Fees. Customer agrees to pay Bank's prevailing 'charges in effect from time to time for providing the services utilized hereunder. Customer agrees to reimburse Bank upon demand if such fees are not paid in accordance with the terms hereof. Unless otherwise provided, Bank will add such fees to the Customer's account analysis statement. 8. Term. This Agreement may be terminated by either party upon not less than thirty days written notice to the other, and any such termination shall be effective upon the date specified in such termination notice. Upon any breach of this Agreement by either party, the' other party may immediately terminate this Agreement upon written notice to the breaching party. No termination hereunder or expiration of this Agreement shall affect the rights or obligations of either party which may have arisen or accrued prior to such termination or expiration. 9. Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas and applicable federal laws. 3. 10. Entire Agreement. This Agreement supersedes and acts to rescind all prior agreements between the parties with regard to the subject matter of this Agreement, except the Depository and Banking Services Contract shall control if there is any conflict between the terms of this Funds Transfer Agreement and the Depository and Banking Services Contract. Each party agrees that it has not relied on any statements, representations, agreements, or warranties except as expressed herein. Except as specifically provided herein, this Agreement can only be modified or amended by mutual written agreement of the parties. 11. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be deleted, and the remainder of this Agreement shall be enforced as if such invalid, illegal, or unenforceable provision had never been contained therein. 12. Parties Bound. This Agreement is a legal, valid, and binding obligation of Customer and Bank. For the purposes of this Agreement, "Bank" shall mean and include the officers, employees, agents, and representatives of Bank. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns; however, this - Agreement may not be assigned by either party without prior written consent of the other party. 13. Notice. Except as otherwise provided, all notices required or permitted under this Agreement shall be deemed to have been given when (a) delivered in hand by messenger or overnight courier service, (b) on the third banking business day when mailed 4 COMPANY: Cl r By: BANK ONE, TEXAS N.A. �t�Urj Ane. (Originat Location) 6. DF /Pahtio /Pock Printed N��i� : C49/E165 C'UL-154 Title: Thiqyat. Pr "'ted me: .( . Title: f/ 1CP ('Upci.ed eankc. COLLATERAL SECURITY AGREEMENT This Collateral Security Agreement, hereinafter called "Agreement ", is made and entered into on the date herein written by and between the City of Round Rock, Texas, hereinafter called "City ", and Bank One, Texas, N.A. - Round Rock, a national banking association, organized under the laws of the United States and authorized by law to do banking business in the State of Texas, hereinafter called "Bank ". Background City, through action of its city council, has designated Bank as a depository for funds of the City. During the term of this Agreement, the City will, through appropriate action of its city council, designate the officer, or officers, who singly or jointly will be authorized to represent and act on behalf of the City in any and all matters of every kind arising under this Agreement. A Depository and Banking Services Contract exists between the City and the Bank; and to the extent that any provision of the Depository and Banking Services Contract conflicts with the provisions herein, the Depository and Banking Services Contract will control. All funds on deposit with Bank to the credit of the City are required to be secured by collateral as provided for in the state statute Tex. Loc. Gov't Code Ann. Ch. 105 (Vernon Supp. 1994); Tex. Gov't Code Ann. Ch. 2256 and Ch. 2257 (Vernon Supp. 1994); said state law is hereinafter referred to as the "Public Funds" law. To perfect the security interest of the City in the collateral pledged by the Bank, the Federal Home Loan Bank of Dallas will hold C: \WPDOCS \CITY \001449C. the collateral in a custody account for the benefit of the City. The said Federal Home Loan Bank of Dallas is hereinafter referred to as "Custodian ". NOW, THEREFORE, in consideration of the foregoing, and for other consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows: I. Bank hereby pledges to City, and grants to City a security interest in, those assets owned by Bank and held by Custodian for the benefit of City, in accordance with the terms of this Agreement, to secure the deposits held by Bank for City as required by the Public Funds law. II. The total of the market value of the collateral securing such deposits will be in an amount at least equal to the amount of such deposits, and reduced to the extent that such deposits are insured by an agency or instrumentality of the United States government. III Bank has heretofore or will, not later than five (5) days before the'commencement of the term of the Depository and Banking Services Contract, deliver to Custodian collateral of the kind and character permitted by the Public Funds law of sufficient amount and market value to provide adequate collateral for the funds of City deposited with Bank. Said collateral or substitute collateral, as hereinafter provided for, shall be kept and retained by Custodian so long as the depository relationship between City and Bank shall exist, and thereafter so long as deposits made by City 2. with Bank hereunder, or any portion thereof, shall have been properly paid out by Bank to City or on its order. IV. Bank shall cause Custodian to accept said collateral and hold the same in trust for the purposes herein stated. V. In the event: (a) the Bank shall at any time fail to pay and satisfy when due any check, draft, or voucher lawfully drawn against any deposit; or (b) the Bank fails to maintain adequate collateral as required by this Agreement; or (c) a dissolution, cessation of operations, suspension of payments, or liquidation of the Bank occurs; or (d) a proceeding or action is initiated by or against the Bank seeking reorganization, liquidation, dissolution, winding up, readjustment of debts or any relief under any bankruptcy, insolvency, reorganization, liquidation, dissolution, or other similar act or law in any jurisdiction; or (e) the assets of the Bank are taken over by and are placed under the supervision of the Federal reserve, or other regulatory agency of a federal or state governmental authority; or (f) the Bank enters into an agreement 'for financial assistance from the FDIC or other regulatory agency of a federal or state governmental authority; or (g) the market value of the pledged securities is less than the minimum level of collateral security; or (h) the Bank breaches this Agreement in any other manner, the City shall give written notice of such failure, insolvency, or other breach to the Bank, and Bank shall have ten (10) days to cure such failure, insolvency, or other breach. In the event the Bank shall fail to cure such failure, 3. insolvency, or other breach within ten (10) days, it shall be the duty of Custodian, upon demand of the City (supported by proper evidence of any of the above listed circumstances), to surrender the above - described collateral to the City. City may sell all or part of such collateral and out of the proceeds thereof pay City all damages and losses sustained by it, together with all expenses of any and every kind, including reasonable attorney's fees, incurred by it on account of such failure, insolvency, breach, or sale, accounting to the Bank for the remainder, if any, of said proceeds or collateral remaining unsold. The Bank, its successors or assigns, will remain liable to the City for any losses sustained by the City as a result of any such failure, insolvency, or other breach, even if the collateral is insufficient to cover such losses. Bank agrees, upon the occurrence of any such failure, insolvency, or other breach to execute the instruments necessary to authorize the release of the collateral held by the Custodian to the City. VI. Any sale of such collateral, or any part thereof, made by City hereunder may be either at public or private sale; provided, however, it shall give to both City and Bank three (3) days notice of the time and place where such sale shall take place, and such sale shall be to the highest bidder therefore for cash. City and Bank shall have the right to bid at such sale. VII. If Bank shall desire to sell or otherwise dispose of any one or more of said securities so deposited with Custodian, it may 4. substitute for any one or more such securities, upon written authorization of the City's designated officer, other securities of at least the same market value and of the character authorized herein. Such substituted securities shall be securities of which the Bank is the legal and true owner, free and clear of all liens and claims. The aggregate market value of all collateral pledged hereunder shall be at least equal to the amount of collateral required hereunder. If at any time the aggregate market value of such collateral so deposited with Custodian is less than the total sum of the City's funds on deposit with said Bank, after notice of same from City, Bank shall immediately deposit with Custodian such additional collateral as may be necessary to cause the market value of such collateral to equal the total amount of required collateral. City shall have the right to reject collateral proposed for substitution by the Bank. Bank shall be entitled to income on securities held by Custodian, and Custodian may dispose of such income as directed by Bank without approval of City, provided a breach of contract does not exist. City shall inform Bank One of a significant change in the amount of funds on deposit within a reasonable time before the change occurs. Any time the collateral is determined to be insufficient (i.e., a breach of contract) for a period exceeding ten (10) days after the date that City notified Bank, then the Bank may be required, at the City's discretion, to maintain an additional 50 collateral over and above the requirement contained in the Public Funds law. This additional 5% collateral requirement may be made for each deficiency that was not cured within ten (10) days after 5. the date that City notified the Bank of the collateral deficiency occurring during the period of this Agreement. To the extent that this provision is being implemented during the contract period, then Section IX is suspended. VIII. Bank shall cause Custodian to promptly forward within three business days to City copies of safekeeping receipts covering all such collateral held for Bank, including substitute collateral as provided for herein. IX. If at any time the collateral in the hands of Custodian shall have a market value in excess of the sum of balances due City by Bank, the City shall authorize the withdrawal of a specified amount of collateral and Custodian may deliver this amount of collateral, and no more, to Bank, taking its receipt therefor, and Custodian shall have no further liability for collateral so redelivered to Bank. X. Either City or Bank shall have the right to terminate this Agreement, 'after one year, by advance written notice to the other of its election to do so, and this Agreement shall be void from and after the expiration of ninety (90) days after the receipt of such notice, provided all provisions of this Agreement have been fulfilled. XI. When the relationship of City and Bank shall have ceased to exist between City and Bank and when the Bank shall have properly 6. paid out all deposits of City, it shall be the duty of City to give Custodian written notice to that effect; whereupon Custodian shall, with the approval of City, redeliver to Bank all collateral then in its possession belonging to Bank, taking its receipt therefor. !1 (4V1 Executed this , s t7 day of CSC CJ P V , ., undersigned duly authorized officers of parties hereto. FOR DEPOSITORY BANK: By: 7. its (' +����� FOR CITY OF ROUND ROCK: its /f,y0 This Collateral Security Agreement was approved by the Board of Directors of the Bank on (0' - Of - 9 y ,_, C: \WPDOCS \CITY \001449A.WPD FUNDS TRANSFER AGREEMENT THIS AGREEMENT is by and between Bank One, Texas, N.A. ( "Bank ") and the undersigned ( "Customer "). In consideration of the mutual covenants contained herein, Bank and Customer agree as follows: 1. Wire Transfer Authorization. Customer hereby authorizes Bank to honor, execute and charge to any designated deposit account maintained by Customer at Bank (whether one or more, the "Account ") without limit as to amount (unless an amount limit is set forth in User Authorization Form attached hereto), any and all telephonic, telegraphic, computer assisted, or oral requests or orders for the transfer of funds when such requests or orders (a) are received from a person identified as an authorized representative of Customer listed on the User Authorization Form (an "Authorized Representative ") and (b) are made in compliance with Bank's transfer procedures under this Agreement. In complying with the previous sentence, Bank is authorized to transfer funds from an Account (a) at the Bank to any other specified deposit account maintained by Customer whether such account is with Bank or another financial institution; (b) to any deposit account of a third party whether such deposit account is with Bank or another financial institution; or (c) for the account or for credit to Customer. 2. Repetitive Transfers. Bank is hereby authorized to transfer funds based upon predetermined criteria contained in written instructions to Bank signed by an Authorized Representative. A set of such instructions is included in the Repetitive Transfer Authorization Form which covers pre- authorized transfers of a repetitive nature where the debit and credit parties remain the same and only the date, dollar amount, and /or descriptive fields are variable ( "Repetitive Transfers "). Each such Repetitive Transfer will be assigned a unique alpha and /or numeric code ( "Repetitive Identification Number ") and shall be required by the Bank when requests for Repetitive Transfers are communicated to the Bank. It is Customer's responsibility to ensure that Repetitive Transfer Numbers are provided by Customer only to appropriate Authorized Representatives. 3. Security Procedures. (a) Customer agrees that Bank will assign to each Authorized Representative, a security code, security test or other security procedure ( "Personal Identification Number ") which shall be used by such Authorized Representative to initiate and authenticate funds transfer requests. Customer represents that it will ensure that the Personal Identification Number is provided by Customer only to the Authorized Representative to whom it is assigned. Bank shall be entitled to rely conclusively upon the authority of a person to make a transfer and issue other instructions to Bank if such person uses a Personal Identification Number of an Authorized Representative. (b) Customer agrees to supply to Bank any additional forms or information which Bank may reasonably request including, but not limited to, transfer authority, accounts to be affected, dates of transfers, supplemental instructions and further evidence of any Authorized Representative's authority to transfer funds or to do any other act contemplated hereunder. 2. (c) Customer agrees to use all Personal and Repetitive Identification Numbers and to comply with any other security procedures established from time to time by Bank. Customer agrees to promptly report to Bank any breach of confidentiality of any Personal Identification Number, Repetitive Identification Number or other security procedures, and to notify Bank of the termination of any Authorized Representative from Customer's employment, so that Bank may cancel the Personal Identification Number assigned to such person. (d) Following the receipt of any request, Bank reserves the right to verify or authenticate any request for a transfer or other request by any means which Bank may deem appropriate, but its failure to verify or authenticate any such instructions shall not be evidence of any failure to exercise reasonable care or good faith. Bank shall not be liable for its refusal to honor any request or instruction if Bank in good faith is unable to satisfy itself that the request or instruction is given by an Authorized Representative. (e) Customer hereby agrees and consents to (i) the security procedures set forth herein, and (ii) such security procedures as may be implemented by Bank from time -to -time. Customer acknowledges and agrees that such procedures are commercially reasonable. 4. Sufficient Funds Customer represents that each Account to be debited will contain sufficient available funds to allow for payment of each transfer of funds requested hereunder at the time that such transfer is to be made. 3. 5. Recordation of Certain Transfer Orders. Bank may electronically record all telephonic instructions received by Bank's Wire Transfer Department from Customer and may retain such recordings in accordance with Bank's policy relating to such recordings. 6. Examination of Bank Statements. Customer agrees to promptly examine bank statements for the Account. Customer agrees to report any discrepancies (i) between the records of the transfers shown on the statements for the Account and the transfers shown on the statement for any other deposit account of Customer, or (ii) between the Customer's records of such transfers and any statement for the Account, in writing to Bank within forty -five (45) days after the statement date. 7. Obligation To Make Transfers. Bank agrees to make transfers and otherwise act upon requests made in compliance with this Agreement within a commercially reasonable time after such requests have been received by Bank; but Bank shall have no liability to Customer for failing to make a transfer or failing to take any other action on or before any deadline contained in a request unless such deadline is commercially reasonable. Bank shall have no obligation to make any transfer unless the affected Account contains sufficient available funds to cover such transfer. Bank shall promptly notify Customer that a transfer was delayed or not made. A request by Customer for Bank to complete a transfer prior to 10:00 A.M. on a certain business day is deemed to be "commercially reasonable" if the request for the transfer is 4. received by the Bank prior to the close of the previous business day. Bank agrees to reimburse Customer for any expenses, damages, fees, reasonable attorney's fees, fines, penalties, or other costs incurred by Customer as a result of the Bank's failure to make a timely transfer, provided that the requested deadline was "commercially reasonable." Bank also agrees to reimburse Customer for any expenses, damages, fees, reasonable attorney's fees, fines, penalties, or other costs incurred by Customer as a result of Bank's failure to make a requested transfer due to the Bank's negligence in losing a transfer request properly submitted to the Bank by Customer. Howver, notwithstanding any provision to the contrary herein, Bank shall not be liable for special, indirect, or consequential damages. 8. Time Limit Unless otherwise prohibited by Article 4A of the Uniform Commercial Code, a party may not bring any claim against the other party arising directly or indirectly out of this Agreement or the performance of the transfers contemplated hereunder more than two years after the cause of action accrued. 9. Governing Law. This Agreement shall be governed by and interpreted in accordance with Article 4A of the Uniform Commercial Code as adopted by Regulation J of the Federal Reserve Board, the laws of the State of Texas (to the extent that such laws are not in conflict with Article 4A), and applicable federal laws. 10. Indemnification. Bank agrees that it and all of its agents, servants, employees, and independent contractors and subcontractors will use due care and diligence in all of its or 5. their activities and operations authorized under this Agreement. Bank hereby agrees to indemnify City for any and all loss, cost, and damages arising directly or indirectly from the sole negligence, or joint negligence with City, of Bank in the performance of this Agreement, except as otherwise limited herein. 11. 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, labor unrest, war, riot, act of God, power failure, equipment failure, errors or acts by any third party or any other cause beyond Bank's reasonable control. 12. Fees. Customer agrees to pay Bank's prevailing charges in effect from time to time for providing the services utilized hereunder. Customer agrees to reimburse Bank upon demand if such fees are not paid in accordance with the terms hereof. Unless otherwise provided, Bank will add such fees to the Customer's account analysis statement. 13. Term. This Agreement may be terminated by either party upon not less than thirty days written notice to the other, and any such termination shall be effective upon the date specified in such termination notice. Upon any breach of this Agreement by Customer or Bank, the other party may immediately terminate this Agreement upon written notice to the breaching party. No termination hereunder or expiration of this Agreement shall affect the rights or obligations of either party which may have arisen or accrued prior to such termination or expiration. 6. 14. Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas and applicable federal laws. 15. Entire Agreement. This Agreement supersedes and acts to rescind all prior agreements between the parties with regard to the subject matter of this Agreement, except the Depository and Banking Services Contract between the parties shall control if there is any conflict between the terms of this Funds Transfer Agreement and the Depository and Banking Services Contract. Each party agrees that it has not relied on any statements, representations, agreements, or warranties except as expressed herein. Except as specifically provided herein, this Agreement can only be modified or amended by mutual written agreement of the parties. 16. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be deleted, and the remainder of this Agreement shall be enforced as if such invalid, illegal, or unenforceable provision had never been contained therein. 17. Parties Bound. This Agreement is a legal, valid, and binding obligation of Customer and Bank. For the purposes of this Agreement, "Bank" shall mean and include the officers, employees, agents, and representatives of Bank. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns; however, this Agreement may not be assigned by Customer without prior written consent of Bank. 7. 18. Notice. Except as otherwise provided, all notices required or permitted under this Agreement shall be deemed to have been given when (a) delivered in hand messenger or overnight courier service, (b) on the third banking business day when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed as set forth below, or (c) upon receipt of an acknowledged facsimile transmittal. Either party may from time to time change its address for notification purposes by giving the other party prior written notice of the new address and the date upon which it will become effective. The addresses of the parties for notice purposes shall be as follows, unless notified otherwise in writing: If to the City: City of Round Rock Attention: Director of Finance 221 East Main Street Round Rock, TX 78664 If to Bank One: Bank One, Texas, N.A. Attention: Lewis Aven, Vice President and Manager P.O. Box 368 Round Rock, TX 78680 19. Non Waiver. No delay or omission by either party to exercise any right or power hereunder shall impair such right or power or be construed to be a waiver thereof. A waiver by either party of any covenant to be performed by the other or any breach by the other shall not be construed to be waiver of any succeeding breach or of any other covenant. 8. 20. Titles to Paragraphs. The titles to the paragraphs used in this Agreement are for reference purposes only and shall not be used to interpret the contents thereof. ©o .n4 I sr EXECUTED as of authorized representatives of the parties hereto. COMPANY: crry OF ROUND /eoc By: BANK ONE, TEXAS, N.A. dt v'o9 Pock_ (Originatin- Location) By: 9. Pri Name Title: 19 7V, by the duly Printed NaCm p � 6NAk465 aaAWV1 Title: Ayp e- STATE OF TEXAS COUNTY OF WILLIAMSON DEPOSITORY AND BANKING SERVICES CONTRACT CO PY This Depository and Banking Services Contract, hereinafter referred to as "Contract ",is made and entered into between the City of Round Rock, a home -rule municipality, situated in Williamson County, Texas, hereinafter referred to as "City ", and Bank One, Texas, N.A. - Round Rock, hereinafter referred to as "Bank One ". WHEREAS, the City desires to obtain banking services and a depository for its funds and to provide for those funds the highest level of safety, liquidity, and return while receiving suitable banking services at a reasonable charge; WHEREAS, Bank One is willing to provide such banking services and to act as a depository for City funds while providing full collateral satisfactory to the City; NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the City and Bank One agree as follows: I. BANKING AND DEPOSITORY SERVICES Bank One agrees to receive and safely keep any and all public funds offered for deposit by City and to reimburse and pay same to City, by paying its designated officer, or whoever may be lawfully entitled to receive same upon request. Bank One agrees to perform banking and depository services of the types and for the charges as specified in Exhibit "A ", "B ", "C ", and "D ", which are respectively Bank One's Depository Services Application, the City of Round Rock's Request for Applications for Depository and Banking Services, Bank One's Cash Management Schedule of Fees, and Resolution No. 1462 establishing the City of Round Rock's Comprehensive Investment Policy, all of which are attached hereto and incorporated herein by this reference. Should there be any conflict between the terms of this Contract and any of the terms of the documents contained in any Exhibit attached hereto, the terms of this Contract shall be final, controlling and binding. Bank One agrees to accept stop payment orders issued by the City over the telephone, with written confirmation from the City to follow. Such stop payment orders shall be expire after six (6) months, however,the City may choose to renew such stop payment orders, at its discretion. II. DESIGNATED OFFICER The City Manager and /or the Director of Finance shall be, either jointly or individually, the designated officer to serve as the primary liaison between the City and Bank One, and as the designated officer, may exercise the powers and duties as authorized by applicable law. 2. III. TERM, RENEWAL AND TrEERMINATION y� This Contract shall commence on the //- day of MI lee,/ 1995, and shall remain in full force and effect for a period of two (2) years. However, in the event that the City Council amends Resolution No. 1462 establishing the City of Round Rock's Comprehensive Investment Policy to allow for a depository services contract to extend for a period of three (3) years or longer, this Contract may be extended by mutual agreement of the City and Bank One, to remain in full force and effect for a period not to exceed the period allowed by the City's Comprehensive Investment Policy. Such period shall be agreed to by the parties to this Contract. Either the City or Bank One may terminate the Contract at any time after one year, for any reason, by ninety (90) days written notice delivered by either party to the other advising the other party of its intent to terminate the Contract. This Contract shall also be subject to termination upon the failure of Bank One to default. cure a If Bank One defaults in the performance of any of the terms and conditions of this Contract, written notice of such default shall be given, and Bank One shall have ten (10) days from the date of initial notice within which to cure such default. If Bank One fails to cure the default within such period of time, then the City shall have the right without further notice to terminate this Contract. Bank One shall be fully responsible to pay the City all actual damages caused by Bank One's default. Nothing herein shall deprive the City of any other legal remedies it may have to 3. enforce the terms of this Contract, including bringing suit for damages or enforcing the specific performance of this Contract. However, notwithstanding any provision to the contrary herein, Bank One shall not be liable for special, indirect, or consequential damages under this Contract. All notices shall be in writing and delivered to the parties at the addresses listed below. Personal hand delivery to an officer authorized to receive notices or the mailing of the notice by registered or certified mail, return receipt requested, postage prepaid, shall be sufficient service. The addresses of the parties for notice purposes shall be as follows, unless notified otherwise in writing: If to the City: City of Round Rock Attention: Director of Finance 221 East Main Street Round Rock, Texas 78664 If to Bank One: IV. NOTICES Bank One, Texas, N.A. Attention: Lewis Aven, Vice President and Manager P.O. Box 368 Round Rock, Texas 78680 V. SECURITY FOR DEPOSITS All funds of the City which are on deposit with Bank One will be 4 insured by the Federal Deposit Insurance Corporation, to the extent permitted by law, and fully and continually secured, including accrued interest, in compliance with the Public Funds Collateral Act as it presently exists or is hereafter amended, and in compliance with any other applicable federal, state, or local law or regulation, as amended, by pledging certain investment securities ( "Pledged Securities ") as collateral to the City. Bank One hereby grants to the City a security interest in, and hereby pledges to the City the securities listed on Exhibit "E ", which is attached hereto and incorporated herein, and any additional securities which may be pledged at a future date pursuant to this Contract to secure any and all funds deposited by the City with Bank One. Such Pledged Securities shall be approved as to type and value by the governing body of the City of Round Rock, Texas. The value of the Pledged Securities will be determined solely by the City. Bank One agrees to maintain the Pledged Securities at the Federal Home Loan Bank of Dallas, at Dallas, Texas or its successors pursuant to the terms of the Collateral Security Agreement executed by the City and Bank One, such Collateral Security Agreement is attached hereto and incorporated herein by this reference as Exhibit "F ". The City and Bank One agree that the Federal Home Loan Bank of Dallas, at Dallas, Texas or its successors shall be the "Custodian Bank" for the purpose .of holding and safekeeping said Pledged Securities. Said Custodian Bank shall not be owned or 5. controlled by Bank One, its holding company Bank One Corporation or Bank One Corporation affiliates or subsidiaries. Pledged Securities will be added, released, or substituted in accordance with the terms and conditions of the this Contract, the Collateral Security Agreement, and the Custodial Agreement executed between the City, Bank One, and the Federal Home Loan Bank of Dallas, Custodian Bank. The Custodial Agreement is attached hereto and incorporated herein as Exhibit "G ". In addition to the initial list of Pledged Securities contained herein as Exhibit "E ", Bank One shall furnish to the City a statement describing the Pledged Securities held in safekeeping by the Custodian Bank on at least a monthly basis commencing on March 1, 1995. The statement, at a minimum, shall set forth the par value, market value, interest rate, and maturity date of each of the Pledged Securities. Bank One shall monitor the value of the Pledged Securities weekly and must immediately notify the City in the event the amount of City funds on deposit with Bank One exceeds the market value of the collateral securing such deposits. Upon notice from City of a deficiency, Bank One shall immediately pledge additional acceptable collateral to make up any deficiency between the City funds on deposit with Bank One and the market value of the Pledged Securities. Bank One agrees to maintain a separate, accurate and complete record relating to the Pledged Securities and transactions related 6. to same, which shall be available to the City for examination at any and all reasonable times. Bank One shall provide to the City a statement of its financial condition on at least a quarterly basis. Bank One shall also provide to the City its annual financial statements audited by an independent public accountant as to its "fair representation." VI. INVESTMENT POLICY It is the intention of the parties hereto that the City shall retain the maximum flexibility to invest its funds prudently to earn the highest rate of return consistent with the City of Round Rock Comprehensive Investment Policy adopted by the City.Council of the City of Round Rock, Texas by resolution No. 1462 of June 14, 1990, and consistent with other applicable laws. VII. NEW SERVICES The City may negotiate new services with Bank One as deemed necessary by the City. The interest rate to be earned, as well as the other terms and conditions regarding the service will be mutually agreed upon by the City and Bank One. Any such new service agreement will be executed in writing as an addendum to this Contract. VIII. SEVERABILITY If any term or provision of this Contract is held to be illegal or 7. invalid, such illegality or invalidity shall not affect the remaining provisions of the Contract, which remaining provisions shall remain in full force and effect as if this Contract had been executed with the illegal or invalid portion thereof eliminated. It is hereby declared the intention of the parties that they would have executed the remaining portion of this Contract without including any such term, provision, part, parts, or portions which may, for any reason, be hereafter declared illegal or invalid. IX. INDEMNIFICATION Bank One agrees that it and all of its agents, servants, employees and independent contractors and subcontractors will use due care and diligence in all of its or their activities and operations authorized under this Contract. Bank One hereby agrees to indemnify the City for any and all loss, cost and damages arising directly or indirectly from the sole negligence, or joint negligence with the City, of Bank One in the performance of this Contract. City will promptly forward to Bank One every demand, notice, summons or other process received by City in any claim or legal proceeding contemplated herein. Nothing in this section shall be deemed an attempt to change or modify in any manner whatsoever the method or conditions of preserving, asserting or enforcing any legal liability against the City as required by the City Charter, ordinances, or any law of the State of Texas. X. NON- WAIVER 8. Failure of either party hereto to insist on the strict performance of any of the provisions herein or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and to enforce by any appropriate remedy strict compliance with any other obligation hereunder or to exercise any right or remedy accruing as a result of any future default or failure of performance. XI. ACCEPTANCE AND APPROVALS Any acceptance or approval by the City, or its agents or employees shall not constitute nor be deemed to be a release of the responsibility and liability of Bank One, its employees, agents, subcontractors, or suppliers for the accuracy, competency, and completeness for any reports, information, or other documents or services prepared or performed pursuant to the terms and conditions of this Contract, nor shall such acceptance or approval be deemed to be an assumption of such responsibility or liability by the City, or its agents and employees for any defect, error or omission in any reports, information, or other documents or services prepared or performed by Bank One, its employees, agents, subcontractors, or suppliers pursuant to this Contract. XII_ CONFIDENTIALITY All data relating to City's business provided to Bank One by City will be treated confidentially and safeguarded by Bank One, using the same care and discretion that it uses with data that Bank One 9. designates as confidential, and Bank One shall safeguard all funds and investments of the City while such funds or investments are in the possession of or under the control of Bank one. XIII_ CAPTIONS The captions of this Contract are for information purposes only and shall not in any way affect the substantive terms and conditions of this Contract. XIV. RESERVATION Pursuant to Chapter 105 of the Texas Local Government Code, the City reserves the right to contract with other depositories for the deposit or investment of a portion of available public funds of the City. XV. NON- ASSIGNMENT This Contract shall extend to and be binding upon the parties and their respective successors and assignees; provided, however, that the Contract may not be assigned without the written consent of both parties. XVI. ATTORNEY'S FEES If any action at law or in equity, including any action for declaratory relief, is brought to enforce or interpret the provisions of this Contract, the prevailing party shall be entitled to recover reasonable attorney's fees from the other party, which 10. fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief which may be awarded. XVII_ CONFORMANCE TO LAWS This Contract and all of the transactions contemplated herein shall be governed by and construed in accordance with the laws of the State of Texas, including all applicable constitutional provisions, statutes, charter provisions, ordinances, and resolutions. Bank One agrees to fully comply with all applicable laws, including but not limited to the Texas Municipal Depository Law, TEX. LOC. GOV'T CODE ANN. sec. 105.001 et seq., as amended, the Public Funds Investment Act, TEX. GOV'T CODE ANN. sec. 2255.001 et seq., as amended, and the Public Funds Collateral Act, TEX. GOV'T CODE ANN. sec. 2257.001 et seq., as amended. XVIII. VENUE Pursuant to Chapter 105 of the Texas Local Government Code, venue and jurisdiction of any suit or right or cause of action arising under or in connection with this Contract shall be exclusively in Williamson County, Texas, and any court of competent jurisdiction shall interpret this Contract in accordance with the laws of the State of Texas. XIX_ RELATIONSHIP OF PARTIES 11. Nothing contained in this Contract shall be deemed or construed by the parties hereto or any other third party to create the relationship of principal and agent, partnership, joint venture, or of any other association whatsoever between the parties, it being expressly understood and agreed that no provision contained in this Contract nor any act or acts of the parties hereto shall be deemed to create any relationship between the parties other than the relationship of City and Depository Bank as those terms are understood herein. EXECUTED this ISt day of DC to Lev" THE CI Y OF ROUND ROCK, TEXAS BANK ONE - ROUND ROCK ts 07,0 By l (.v A By: it s ( /i',o ATTEST: A55 /5Tq t GTy mANAAE,e, / Title: C&Ty SE�PEMeV 12. THIS AGREEMENT is by and between Bank One, Texas, N.A. ( "Bank ") and the undersigned ( "Customer "). In consideration of the mutual covenants contained herein, Bank and Customer agree as follows: 1. Services. Bank will make available to Customer the cash management information, transaction, and other informational services (the "Services ") as more particularly described in the User Guide and /or in other written materials from time to time provided to Customer by Bank (collectively, the "User Guides "). Bank shall from time to time have the right to (a) revise the User Guides upon prior written notice to Customer, and (b) perform the Services by such means and subject to such time deadlines as Bank shall establish. 2. Customer's Equipment. Customer, at its sole cost and expense, will provide and maintain all equipment necessary for Customer to obtain access to and utilize the Services or otherwise necessary to comply with the provisions, requirements, and instructions contained in the User Guides. 3. Security. To protect Customer's access to and utilization of the Services, Bank shall establish security procedures (furnished to Customer in the User Guides) which shall be and remain confidential. Customer agrees to disclose such procedures only to persons who are authorized to obtain access and utilize the Services. Customer agrees to notify Bank promptly if Customer knows, suspects, or has reason to believe that unauthorized persons have had access to the security procedures, C. \WPDOCS \CITY \0014498.WPD INFORMATION REPORTING SERVICES AGREEMENT COPY that the security procedures have been breached, or that the Services are being or might be accessed or utilized in any manner potentially detrimental to Customer or Bank. Bank shall have the right to change the security procedures immediately and without prior notice to Customer if Bank has reason to believe that the security procedures have been disclosed to unauthorized persons, have otherwise been breached, are inadequate in any way, or permit or might permit the Services to be accessed or utilized in any manner potentially detrimental to Customer or Bank. '4. Indemnity. Bank agrees that it and all of its agents, servants, employees, and independent contractors and subcontractors will use due care and diligence in all of its or their activities and operations authorized under this Agreement. Bank hereby agrees to indemnify Customer for any and all actual damages, costs, and expenses arising directly or indirectly from the sole negligence, or joint negligence with Customer, of Bank in the performance of this Agreement. However, notwithstanding any provision to the contrary herein, Bank shall not be liable for' 'any special, indirect, or consequential damages. 5. Releases. Except for the provisions contained in the above paragraph (4. Indemnity), Customer releases Bank from all liabilities, claims, costs, expenses, losses and damages of any and every kind arising out of or resulting directly or indirectly from any act, omission, error or delay in the performance or nonperformance of Bank's services, agreements or duties under this Agreement. Customer may not assert any claim against Bank arising 2. in connection with this Agreement more than two years after the occurrence of the event which gives rise to such claim. 6. Force Majeure. Bank and Customer shall have no responsibility or liability for failure or delay in performance pursuant to the terms of this Agreement when such failure or delay is due to any natural disaster, fire, flood, storm, strike, labor unrest, war, riot, act of God, power failure, equipment failure, errors or acts by any third party or any other cause beyond Bank's reasonable control. 7. Fees. Customer agrees to pay Bank's prevailing 'charges in effect from time to time for providing the services utilized hereunder. Customer agrees to reimburse Bank upon demand if such fees are not paid in accordance with the terms hereof. Unless otherwise provided, Bank will add such fees to the Customer's account analysis statement. 8. Term. This Agreement may be terminated by either party upon not less than thirty days written notice to the other, and any such termination shall be effective upon the date specified in such termination notice. Upon any breach of this Agreement by either party, the other party may immediately terminate this Agreement upon written notice to the breaching party. No termination hereunder or expiration of this Agreement shall affect the rights or obligations of either party which may have arisen or accrued prior to such termination or expiration. 9. Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas and applicable federal laws. 3. T 10. Entire Agreement. This Agreement supersedes and acts to rescind all prior agreements between the parties with regard to the subject matter of this Agreement, except the Depository and Banking Services Contract shall control if there is any conflict between the terms of this Funds Transfer Agreement and the Depository and Banking Services Contract. Each party agrees that it has not relied on any statements, representations, agreements, or warranties except as expressed herein. Except as specifically provided herein, this Agreement can only be modified or amended by mutual written agreement of the parties. 11. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be deleted, and the remainder of this Agreement shall be enforced as if such invalid, illegal, or unenforceable provision had never been contained therein. 12. Parties Bound. This Agreement is a legal, valid, and binding obligation of Customer and Bank. For the purposes of this Agreement, "Bank" shall mean and include the officers, employees, agents, and representatives of Bank. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns; however, this Agreement may not be assigned by either party without prior written consent of the other party. 13. Notice. Except as otherwise provided, all notices required or permitted under this Agreement shall be deemed to have been given when (a) delivered in hand by messenger or overnight courier service, (b) on the third banking business day when mailed 4. by United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed as set forth below, or (c) upon receipt of an acknowledged facsimile transmittal. Either party may from time to time change its address for notification purposes by giving the other party prior written notice of the new address and the date upon which it will become effective. The addresses of the parties for notice purposes shall be as follows, unless notified otherwise in writing: If to the City: City of Round Rock Attention: Director of Finance 221 East Main Street Round Rock, TX 78664 If to Bank One: Bank One, Texas, N.A. Attention: Lewis Aven, Vice President and Manager P.O. Box 368 Round Rock, TX 78680 14. Non Waiver. No delay or omission by either party to exercise any right or power hereunder shall impair such right or power or be construed to be a waiver thereof. A waiver by either party of any covenant to be performed by the other or any breach by the other shall not be construed to be waiver of any succeeding breach or of any other covenant. 15. Titles to Paragraphs. The titles to the paragraphs used in this Agreement are for reference purposes only and shall not be used to interpret the contents thereof. EXECUTED as of Qn.fr��I..Q� lSr authorized representatives of the parties hereto. 5. 19 9c/ , by the duly COMPANY: CI T CF /PaJAID /roe By: Printed N 01/6,&85 C' UL,' p,e ,e, Title: n'7Ay/OK. BANK ONE, TEXAS, N.A. Antipo A de (Originat Location) By: 6. Pr"ted ame: / . wi C. v el ; Title: rj t ' 0, iojeA"$. COLLATERAL SECURITY AGREEMENT This Collateral Security Agreement, hereinafter called "Agreement ", is made and entered into on the date herein written by and between the City of Round Rock, Texas, hereinafter called "City ", and Bank One, Texas, N.A. - Round Rock, a national banking association, organized under the laws of the United States and authorized by law to do banking business in the State of Texas, hereinafter called "Bank ". Background City, through action of its city council, has designated Bank as a depository for funds of the City. During the term of this Agreement, the City will, through appropriate action of its city council, designate the officer, or officers, who singly or jointly will be authorized to represent and act on behalf of the City in any and all matters of every kind arising under this Agreement. A Depository and Banking Services Contract exists between the City and the Bank; and to the extent that any provision of the Depository and Banking Services Contract conflicts with the provisions herein, the Depository and Banking Services Contract will control. All funds on deposit with Bank to the credit of the City are required to be secured by collateral as provided for in the state statute Tex. Loc. Gov't Code Ann. Ch. 105 (Vernon Supp. 1994); Tex. Gov't Code Ann. Ch. 2256 and Ch. 2257 (Vernon Supp. 1994); said state law is hereinafter referred to as the "Public Funds" law. To perfect the security interest of the City in the collateral pledged by the Bank, the Federal Home Loan Bank of Dallas will hold C: \WPDOCS \CI'Y \001449C. the collateral in a custody account for the benefit of the City. The said Federal Home Loan Bank of Dallas is hereinafter referred to as "Custodian ". NOW, THEREFORE, in consideration of the foregoing, and for other consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows: I. Bank hereby pledges to City, and grants to City a security interest in, those assets owned by Bank and held by Custodian for the benefit of City, in accordance with the terms of this Agreement, to secure the deposits held by Bank for City as required by the Public Funds law. II. The total of the market value of the collateral securing such deposits will be in an amount at least equal to the amount of such deposits, and reduced to the extent that such deposits are insured by an agency or instrumentality of the United States government. III. Bank has heretofore or will, not later than five (5) days before the' commencement of the term of the Depository and Banking Services Contract, deliver to Custodian collateral of the kind and character permitted by the Public Funds law of sufficient amount and market value to provide adequate collateral for the funds of City deposited with Bank. Said collateral or substitute collateral, as hereinafter provided for, shall be kept and retained by Custodian so long as the depository relationship between City and Bank shall exist, and thereafter so long as deposits made by City 2. with Bank hereunder, or any portion thereof, shall have been properly paid out by Bank to City or on its order. IV. Bank shall cause Custodian to accept said collateral and hold the same in trust for the purposes herein stated. V. In the event: (a) the Bank shall at any time fail to pay and satisfy when due any check, draft, or voucher lawfully drawn against any deposit; or (b) the Bank fails to maintain adequate collateral as required by this Agreement; or (c) a dissolution, cessation of operations, suspension of payments, or liquidation of the Bank occurs; or (d) a proceeding or action is initiated by or against the Bank seeking reorganization, liquidation, dissolution, winding up, readjustment of debts or any relief under any bankruptcy, insolvency, reorganization, liquidation, dissolution, or other similar act or law in any jurisdiction; or (e) the assets of the of the Bank are taken over Federal reserve, or by and are placed under the supervision other regulatory agency of a federal or state governmental authority; or (f) the Bank enters into an agreement for financial assistance from the FDIC or other regulatory agency of a federal or state governmental authority; or (g) the market value of the pledged securities is less than the minimum level of collateral security; or (h) the Bank breaches this Agreement in any other manner, the City shall give written notice of such failure, insolvency, or other breach to the Bank, and Bank shall have ten (10) days to cure such failure, insolvency, or other breach. In the event the Bank shall fail to cure such failure, 3. .insolvency, or other breach within ten (10) days, it shall be the duty of Custodian, upon demand of the City (supported by proper evidence of any of the above listed circumstances), to surrender the above - described collateral to the City. City may sell all or part of such collateral and out of the proceeds thereof pay City all damages and losses sustained by it, together with all expenses of any and every kind, including reasonable attorney's fees, incurred by it on account of such failure, insolvency, breach, or sale, accounting to the Bank for the remainder, if any, of said proceeds or collateral remaining unsold. The Bank, its successors or assigns, will remain liable to the City for any losses sustained by the City as a result of any such failure, insolvency, or other breach, even if the collateral is insufficient to cover such losses. Bank agrees, upon the occurrence of any such failure, insolvency, or other breach to execute the instruments necessary to authorize the release of the collateral held by the Custodian to the City. VI. Any sale of such collateral, or any part thereof, made by City hereunder may be either at public or private sale; provided, however, it shall give to both City and Bank three (3) days notice of the time and place where such sale shall take place, and such sale shall be to the highest bidder therefore for cash. City and Bank shall have the right to bid at such sale. VII. If Bank shall desire to sell or otherwise dispose of any one or more of said securities so deposited with Custodian, it may 4. substitute for any one or more such securities, upon written authorization of the City's designated officer, other securities of at least the same market value and of the character authorized herein. Such substituted securities shall be securities of which the Bank is the legal and true owner, free and clear of all liens and claims. The aggregate market value of all collateral pledged hereunder shall be at least equal to the amount of collateral required hereunder. If at any time the aggregate market value of such collateral so deposited with Custodian is less than the total sum of the City's funds on deposit with said Bank, after notice of same from City, Bank shall immediately deposit with Custodian such additional collateral as may be necessary to cause the market value of such collateral to equal the total amount of required collateral. City shall have the right to reject collateral proposed for substitution by the Bank. Bank shall be entitled to income on securities held by Custodian, and Custodian may dispose of such income as directed by Bank without approval of City, provided a breach of contract does not exist. City shall inform Bank One of a significant change in the amount of funds on deposit within a reasonable time before the change occurs. Any time the collateral is determined to be insufficient (i.e., a breach of contract) for a period exceeding ten (10) days after the date that City notified Bank, then the Bank may be required, at the City's discretion, to maintain an additional 50 collateral over and above the requirement contained in the Public Funds law. This additional 5 collateral requirement may be made for each deficiency that was not cured within ten (10) days after 5. the date that City notified the Bank of the collateral deficiency occurring during the period of this Agreement. To the extent that this provision is being implemented during the contract period, then Section IX is suspended. VIII. Bank shall cause Custodian to promptly forward within three business days to City copies of safekeeping receipts covering all such collateral held for Bank, including substitute collateral as provided for herein. IX. If at any time the collateral in the hands of Custodian shall have a market value in excess of the sum of balances due City by Bank, the City shall authorize the withdrawal of a specified amount of collateral and Custodian may deliver this amount of collateral, and no more, to Bank, taking its receipt therefor, and Custodian shall have no further liability for collateral so redelivered to Bank. X. Either City or Bank shall have the right to terminate this Agreement, 'after one year, by advance written notice to the other of its election to do so, and this Agreement shall be void from and after the expiration of ninety (90) days after the receipt of such notice, provided all provisions of this Agreement have been fulfilled. XI. When the relationship of City and Bank shall have ceased to exist between City and Bank and when the Bank shall have properly 6. paid out all deposits of City, it shall be the duty of City to give Custodian written notice to that effect; whereupon Custodian shall, with the approval of City, redeliver to Bank all collateral then in its possession belonging to Bank, taking its receipt therefor. day (1V1 Executed this ;C da of t_ CJ A P Ir , undersigned duly authorized officers of parties hereto. FOR DEPOSITORY BANK: By: FOR CITY OF ROUND ROCK: By: its /974)/,9 � This Collateral Security Agreement was approved by the Board of Directors of the Bank on (Q• (1' - % -( 1D95. 7. its t),-!`w ��og C: \WPDOCS \CITY \o01449A.WPD FUNDS TRANSFER AGREEMENT CO P THIS AGREEMENT is by and between Bank One, Texas, N.A. ( "Bank ") and the undersigned ( "Customer "). In consideration of the mutual covenants contained herein, Bank and Customer agree as follows: 1. Wire Transfer Authorization. Customer hereby authorizes Bank to honor, execute and charge to any designated deposit account maintained by Customer at Bank (whether one or more, the "Account ") without limit as to amount (unless an amount limit is set forth in User Authorization Form attached hereto), any and all telephonic, telegraphic, computer assisted, or oral requests or orders for the transfer of funds when such requests or orders (a) are received from a person identified as an authorized representative of Customer listed on the User Authorization Form (an "Authorized Representative ") and (b) are made in compliance with Bank's transfer procedures under this Agreement. In complying with the previous sentence, Bank is authorized to transfer funds from an Account (a) at the Bank to any other specified deposit account maintained by Customer whether such account is with Bank or another financial institution; (b) to any deposit account of a third party whether such deposit account is with Bank or another financial institution; or (c) for the account or for credit to Customer. 2. Repetitive Transfers. Bank is hereby authorized to transfer funds based upon predetermined criteria contained in written instructions to Bank signed by an Authorized Representative. A set of such instructions is included in the Repetitive Transfer Authorization Form which covers pre- authorized transfers of a repetitive nature where the debit and credit parties remain the same and only the date, dollar amount, and /or descriptive fields are variable ( "Repetitive Transfers "). Each such Repetitive Transfer will be assigned a unique alpha and /or numeric code ( "Repetitive Identification Number ") and shall be required by the Bank when requests for Repetitive Transfers are communicated to the Bank. It is Customer's responsibility to ensure that Repetitive Transfer Numbers are provided by Customer only to appropriate Authorized Representatives. 3. Security Procedures. (a) Customer agrees that Bank will assign to each Authorized Representative, a security code, security test or other security procedure ( "Personal Identification Number ") which shall be used by such Authorized Representative to initiate and authenticate funds transfer requests. Customer represents that it will ensure that the Personal Identification Number is provided by Customer only to the Authorized Representative to whom it is assigned. Bank shall be entitled to rely conclusively upon the authority of a person to make a transfer and issue other instructions to Bank if such person uses a Personal Identification Number of an Authorized Representative. (b) Customer agrees to supply to Bank any additional forms or information which Bank may reasonably request including, but not limited to, transfer authority, accounts to be affected, dates of transfers, supplemental instructions and further evidence of any Authorized Representative's authority to transfer funds or to do any other act contemplated hereunder. 2. (c) Customer agrees to Identification Numbers and to procedures established from time to promptly report to Bank any Personal Identification Number, Repetitive Identification Number or other security procedures, and to notify Bank of the termination of any Authorized Representative from Customer's employment, so that Bank may cancel the Personal Identification Number assigned to such person. (d) Following the receipt of any request, Bank reserves the right to verify or authenticate any request for a transfer or other request by any means which Bank may deem appropriate, but its failure to verify or authenticate any such instructions shall not be evidence of any failure to exercise reasonable care or good faith. Bank shall not be liable for its refusal to honor any request or instruction if Bank in good faith is unable to satisfy itself that the request or instruction is given by an Authorized Representative. (e) Customer hereby agrees and consents to (i) the security procedures set forth herein, and (ii) such security procedures as may be implemented by Bank from time - to - time. Customer acknowledges and agrees that such procedures are commercially reasonable. 4. Sufficient Funds. Customer represents that each Account to be debited will contain sufficient available funds to allow for payment of each transfer of funds requested hereunder at the time that such transfer is to be made. 3. use all Personal comply with any to time by Bank. and Repetitive other security Customer agrees breach of confidentiality of any 5. Recordation of Certain Transfer Orders. Bank may electronically record all telephonic instructions received by Bank's Wire Transfer Department from Customer and may retain such recordings in accordance with Bank's policy relating to such recordings. 6. Examination of Bank Statements. Customer agrees to promptly examine bank statements for the Account. Customer agrees to report any discrepancies (i) between the records of the transfers shown on the statements for the Account and the transfers shown on the statement for any other deposit account of Customer, or (ii) between the Customer's records of such transfers and any statement for the Account, in writing to Bank within forty -five (45) days after the statement date. 7. Obligation To Make Transfers. Bank agrees to make transfers and otherwise act upon requests made in compliance with this Agreement within a commercially reasonable time after such requests have been received by Bank; but Bank shall have no liability to Customer for failing to make a transfer or failing to take any other action on or before any deadline contained in a request unless such deadline is commercially reasonable. Bank shall have no obligation to make any transfer unless the affected Account contains sufficient available funds to cover such transfer. Bank shall promptly notify Customer that a transfer was delayed or not made. A request by Customer for Bank to complete a transfer prior to 10:00 A.M. on a certain business day is deemed to be "commercially reasonable" if the request for the transfer is 4. received by the Bank prior to the close of the previous business day. Bank agrees to reimburse Customer for any expenses, damages, fees, reasonable attorney's fees, fines, penalties, or other costs incurred by Customer as a result of the Bank's failure to make a timely transfer, provided that the requested deadline was "commercially reasonable." Bank also agrees to reimburse Customer for any expenses, damages, fees, reasonable attorney's fees, fines, penalties, or other costs incurred by Customer as a result of Bank's failure to make a requested transfer due to the Bank's negligence in losing a transfer request properly submitted to the Bank by Customer. Howver, notwithstanding any provision to the contrary herein, Bank shall not be liable for special, indirect, or consequential damages. 8. Time Limit. Unless otherwise prohibited by Article 4A of the Uniform Commercial Code, a party may not bring any claim against the other party arising directly or indirectly out of this Agreement hereunder 9. or the more than Governing interpreted in accordance with Code as adopted by Regulation laws of the State of Texas performance of the transfers contemplated two years after the cause of action accrued. Law. This Agreement shall be governed by and (to Article 4A of the Uniform Commercial J of the Federal Reserve Board, the the extent that such laws are not in conflict with Article 4A), and applicable federal laws. 10. Indemnification. Bank agrees that it and all of its agents, servants, employees, and independent contractors and subcontractors will use due care and diligence in all of its or 5. their activities and operations authorized under this Agreement. Bank hereby agrees to indemnify City for any and all loss, cost, and damages arising directly or indirectly from the sole negligence, or joint negligence with City, of Bank in the performance of this Agreement, except as otherwise limited herein. 11. 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, labor unrest, war, riot, act of God, power failure, equipment failure, errors or acts by any third party or any other cause beyond Bank's reasonable control. 12. Fees. Customer agrees to pay Bank's prevailing charges in effect from time to time for providing the services utilized hereunder. Customer agrees to reimburse Bank upon demand if such fees are not paid in accordance with the terms hereof. Unless otherwise provided, Bank will add such fees account analysis statement. 13. Term. This Agreement may be terminated by either party upon not less than thirty days written notice to the other, and any such termination shall be effective upon the date specified in such termination notice. Upon any breach of this Agreement by Customer or Bank, the other party may immediately terminate this Agreement upon written notice to the breaching party. No termination hereunder or expiration of this Agreement shall affect the rights or obligations of either party which may have arisen or accrued prior to such termination or expiration. 6. to the Customer's 14. Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas and applicable federal laws. 15. Entire Agreement. This Agreement supersedes and acts to rescind all prior agreements between the parties with regard to the subject matter of this Agreement, except the Depository and Banking Services Contract between the parties shall control if there is any conflict between the terms of this Funds Transfer Agreement and the Depository and Banking Services Contract. Each party agrees that it has not relied on any statements, representations, agreements, or warranties except as expressed herein. Except as specifically provided herein, this Agreement can only be modified or amended by mutual written agreement of the parties. 16. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be deleted, and the remainder of this Agreement shall be enforced as if such invalid, illegal, or unenforceable provision had never been contained therein. 17. Parties Bound. This Agreement is a legal, valid, and binding obligation of Customer and Bank. For the purposes of this Agreement, "Bank" shall mean and include the officers, employees, agents, and representatives of Bank. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns; however, this Agreement may not be assigned by Customer without prior written consent of Bank. 7. 18. Notice. Except as otherwise provided, all notices required or permitted under this Agreement shall be deemed to have been given when (a) delivered in hand messenger or overnight courier service, (b) on the third banking business day when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed as set forth below, or (c) upon receipt of an acknowledged facsimile transmittal. Either party may from time to time change its address for notification purposes by giving the other party prior written notice of the new address and the date upon which it will become effective. The addresses of the parties for notice purposes shall be as follows, unless notified otherwise in writing: If to the City: City of Round Rock Attention: Director of Finance 221 East Main Street Round Rock, TX 78664 If to Bank One: Bank One, Texas, N.A. Attention: Lewis Aven, Vice President and Manager P.O. Box 368 Round Rock, TX 78680 19. Non Waiver. No delay or omission by either party to exercise any right or power hereunder shall impair such right or power or be construed to be a waiver thereof. A waiver by either party of any covenant to be performed by the other or any breach by the other shall not be construed to be waiver of any succeeding breach or of any other covenant. 8. 20. Titles to Paragraphs. The titles to the paragraphs used in this Agreement are for reference purposes only and shall not be used to interpret the contents thereof. EXECUTED as of ©0 114O, 1S(- , 19 7V, by the duly authorized representatives of the parties hereto. COMPANY: emy OF JPou vo kac By: Printed Na“: CNA&465 CI 4414e re. Title: /Y Ayae. BANK ONE, TEXAS, N.A. (Originatin• Location) By: — /v Pri ted Name 1�• ate c Title: lJr�a � � • clerAt 9