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R-01-09-13-15C2 - 9/13/2001 RESOLUTION NO. R-01-09-13-15C2 WHEREAS, the City, on September 12 , 1997 entered into a Depository and Banking Services Contract with Texas Commerce Bank N.A. , said Contract having a term beginning on October 1, 1997 and terminating on September 30, 2000; and WHEREAS, Chase Bank of Texas, N.A. (formerly known as Texas Commerce Bank N.A. ) merged with and into The Chase Manhattan Bank during the term of said Depository and Banking Services Contract; and WHEREAS, by virtue of said merger, The Chase Manhattan Bank assumed all of the rights and obligations of Texas Commerce Bank N.A. provided for in said Depository and Banking Services Contract; and WHEREAS, paragraph III of said Contract authorizes the parties to extend the existing Depository and Banking Services Contract, by mutual agreement, for a period not to exceed the period allowed by the City' s Comprehensive Investment Policy, said allowed period being five (5) years; and WHEREAS, the City, on September 28, 2000 did so enter into an Agreement for One (1) Year Extension of Depository and Banking Services Contract, so that the term of said Contract would expire on September 30, 2001; and ::ODMA\WORLDOX\O:\WDOX\RESOLUTI\R10913C2.WPD/jkg WHEREAS, the City and Chase Manhattan Bank now desire to extend the previously-extended Depository and Banking Services Contract for a period of an additional six (6) months, so that the term of said Contract shall expire on March 31, 2002 ; Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS: I. That the Mayor is hereby authorized and directed to execute on behalf of the City an Agreement for Six (6) Month Extension of Depository and Banking Services Contract with The Chase Manhattan Bank, a copy of same attached hereto as Exhibit "A" . The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 13th day o e tember, 2 01 . N R A. S LUKA, CYR. I Mayor City of Round Rock, Texas AT ST: IJON"ELAND, City Secretary 2 THE STATE OF TEXAS § COUNTY OF WILLIAMSON AGREEMENT FOR SIX (6) MONTH EXTENSION OF DEPOSITORY AND BANKING SERVICES CONTRACT This "Agreement for Six (6) Month Extension of Depository and Banking Services 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 The Chase Manhattan Bank (successor by merger to Texas Commerce Bank N.A. , and hereinafter referred to as "The Chase Manhattan Bank") . WHEREAS, the City, on September 12, 1997 entered into a Depository and Banking Services Contract with Texas Commerce Bank N.A. , said Contract having a term beginning on October 1, 1997 and terminating on September 30, 2000; and WHEREAS, Chase Bank of Texas, N.A. (formerly known as Texas Commerce Bank N.A. ) merged with and into The Chase Manhattan Bank during the term of said Depository and Banking Services Contract; and WHEREAS, by virtue of said merger, The Chase Manhattan Bank assumed all of the rights and obligations of Texas Commerce Bank N.A. provided for in said Depository and Banking Services Contract; and 0:\wdox\CORR\gnl\deposito,sW2001 00009745.W PDrykg 1 EXHIBIT "All WHEREAS, paragraph III of said Contract authorizes the parties to extend the existing Depository and Banking Services Contract, by mutual agreement, for a period not to exceed the period allowed by the City' s Comprehensive Investment Policy, said allowed period being five (5) years; and WHEREAS, the City, on September 28, 2000 did so enter into an Agreement for One (1) Year Extension of Depository and Banking Services Contract, so that the term of said Contract would expire on September 30, 2001; and WHEREAS, the City and Chase Manhattan Bank now desire to extend the previously-extended Depository and Banking Services Contract for a period of an additional six (6) months, so that the term of said Contract shall expire on March 31, 2002; NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the City and The Chase Manhattan Bank agree as follows : I . EXTENSION OF TERM OF DEPOSITORY AND BANKING SERVICES CONTRACT The City and The Chase Manhattan Bank agree that the Depository and Banking Services Contract (hereinafter "'Contract") , attached hereto as Exhibit "A" and incorporated herein for all purposes (including any exhibits referred to in the Contract) , is hereby extended for a period of six ( 6) months . Said Contract shall remain in full force and effect until March 31, 2002, unless 2 otherwise terminated, modified, or extended in accordance with its provisions . II . BANK SERVICES AND FEES SCHEDULE The City and The Chase Manhattan Bank agree that The Chase Manhattan Bank shall perform banking and depository services of the types and for the charges specified in the "Bank Services and Fees Schedule, " attached hereto as Exhibit "B" and incorporated herein for all purposes . III . CONFLICTS Should there be any conflict between the terms of this Extension of Term of Depository and Banking Services Agreement (hereinafter "Extension Agreement") and the Contract attached hereto as Exhibit "A", the terms of any administrative rules or policies of The Chase Manhattan Bank, or any other agreement between the City and The Chase Manhattan Bank, the terms of this Extension Agreement shall be final, controlling, and binding on the parties hereto. 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 3 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 The Chase Manhattan Bank: The Chase Manhattan Bank Attention: Melisa Atkinson Post Office Box 550 Austin, Texas 78789 EXECUTED this day of 2001 . CITY OF ROUND ROCK, TEXAS THE CHASE MANHATTAN BANK By: By: ROBERT A. STLUKA, JR. Printed Name: Mayor Title: ATTEST: ATTEST: By: By: JOANNE LAND, Printed Name : Assistant City Manager/ Title : City Secretary 4 EXHIBIT STATE OF TEXAS' } } COUNTY OF WILLIAMSON ) ' DEPOSITORY AND BANKING SERVICES CONTRACT 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 Texas Commerce Bank, N.A. , hereinafter referred to as "TCB" . 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, TCB 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 TCB agree as follows: I. BANKING AND DEPOSITORY SERVICES TCB 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. TCB agrees to perform banking and depository services of the types and for the charges as specified in Exhibit "A" , "B" , "C" , "D", "E", "F" , "G" , and "H" , which are respectively: (A) TCB' s Terms and Conditions of Deposit Accounts; (B) TCB' s Depository Pledge Agreement; ® TCB' s Treasury C.\TEXT\DEP0SIT6.WM/c1b Management Services Agreement with Amendment for Public Entities; (D) Resolution No. R-96-04-11-13B establishing the City of Round Rock' s Comprehensive Investment Policy; (E) TCB' s Master Agreement Regarding Custodial and Related Services; (F) TCB' s Merchant Service Agreement; (G) CITY' S Request for Applications; and (H) TCB' s Response to the CITY'S Request for Applications, 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 any administrative rules of TCB, or other agreement between the City and TCB, the terms of this Contract shall be final, controlling and binding. TCB agrees to accept stop payment orders issued by the City via Quick Search software. Such stop payment orders shall expire after one (1) year, 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 TCB, and as the designated officer, may exercise the powers and duties as authorized by applicable law. III . TERM, RENEWAL AND TERMINATION This Contract shall commence on the 1st day of October, 1997, and shall remain in full force and effect for a period of three (3) 2. years . However, this Contract may be extended by mutual agreement of the City and TCB, 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 TCB 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 TCB to cure a default . If TCB defaults in the performance of any of the terms and conditions of this Contract, written notice of such default shall be given, and TCB shall have ten (10) days from the date of initial notice within which to cure such default. If TCB fails to cure the default within such period of time, then the City shall have the right without further notice to terminate this Contract. TCB shall be fully responsible to pay the City all actual damages caused by TCB' s default . Nothing herein shall deprive the City of any other legal remedies it may have to 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, TCB 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 3. 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 TCB: Texas -Commerce Bank, N.A. Attention: Karen Davidson P.O. Box 550 Austin, Texas 78789 V. SECURITY FOR DEPOSITS All funds of the City which are on deposit with TCB will be 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. TCB hereby grants to the City a security interest in, and hereby pledges to the City the securities listed on Exhibit "I" , 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 TCB. Such Pledged Securities shall be approved as to type and value 4 . by the governing body of the City of Round Rock, Texas. The value of the Pledged Securities will be determined by the City in its reasonable discretion. TCB agrees to maintain the Pledged Securities at Bank One Texas, N.A. at Dallas, Texas or its successors pursuant to the terms of the Depository Pledge Agreement executed by the City and TCB, such Agreement is attached hereto and incorporated herein by this reference as Exhibit "B" . The City and TCB agree that Bank One Texas, N.A. , 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 controlled by TCB, its holding company or affiliates or subsidiaries . Pledged Securities will be added, released, or substituted in accordance with the terms and conditions of the this Contract, the Depository Pledge Agreement, and the Master Agreement Regarding Custodial and Related Services executed between the City, TCB, and Bank One Texas, N.A. , at Dallas, Texas, Custodian Bank. In addition to the initial list of Pledged Securities contained herein as Exhibit "I" , TCB 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 October 1, 1997 . The statement, at a minimum, shall set forth the par value, market value, interest rate, and maturity date of each of the Pledged Securities . TCB 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 TCB exceeds the market value of the collateral securing such deposits . Upon notice from City of a deficiency, TCB shall immediately pledge additional S. acceptable collateral to make up any deficiency between the City funds on deposit with TCB and the market value of the Pledged Securities . TCB agrees to maintain a separate, accurate and complete record relating to the Pledged Securities and transactions related to same, which shall be available to the City for examination at any and all reasonable times . TCB shall provide to the City a statement of its financial condition ("Call Reports" ) on a quarterly basis. TCB shall also provide to the City the Chase Manhattan Corporation's annual financial statements audited by an independent public accountant as to its "fair representation" as published in the "Chase Manhattan Corporation Annual Report . " 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. R-96-04-11-13B, and consistent with other applicable laws. VII . NEW SERVICES The City may negotiate new services with TCB 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 TCB. Any such new service 6 . 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 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 TCB 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. TCB agrees to defend, indemnify and hold CITY, its officers, agents, and employees, harmless against any and all claims, lawsuits, judgments, costs and expenses including costs of court and attorney' s fees for personal injury (including death) , property damage or other harm for which recovery of damages is sought that may arise out of or be occasioned by TCB' s intentional or negligent breach of any of the terms or provisions of this Contract, or by any other negligent act or 7 . omission of TCB, its officers, agents, associates, or employees, in the performance of this Contract. City will promptly forward to TCB 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 . The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. X. NON-WAIVER 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 TCB, its employees, agents, subcontractors, or suppliers for the accuracy, competency, and 8 . 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 TCB, its employees, agents, subcontractors, or suppliers pursuant to this Contract . XII. CONFIDENTIALITY All data relating to City' s business provided to TCB by City, except for data that is publicly available through no fault of TCB, will be treated confidentially and safeguarded by TCB, using the same care and discretion that it uses with data that TCB designates as confidential, and TCB shall safeguard all funds and investments of the City while such funds or investments are in the possession of or under the control of TCB. 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 . 9. 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 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 10. resolutions. TCB 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. GOVT CODE ANN. sec. 2256 . 001 et seq. , as amended, and the Public Funds Collateral Act, TEX. GOVT 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 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. 11. EXECUTED this 12 day of September 199 THE CITY OF ROUND ROCK, TEXAS TEXAS COMMERCE BANK, N.A. By: By: &LES ER, Pri ted Name: t Mayor Tit e: ATTEST: ATTEST: By: By: (�� J)qNNNE LAND, Printed N me: AVEI sistant City Manager/ Title: ,��c, ar,?� Is,,,,, City Secretary Ei 12. EXHIBIT CITY OF ROUND ROCK BANK SERVICES AND FEES SCHEDULE "g" DEPOSITORY CONTRACT EXTENSION 10/1/01 THROUGH 03/31/02 AVERAGE UNIT MONTHLY TOTAL SERVICES PERFORMED PRICE UNITS CHARGE STATEMENT SERVICES Monthly Bank Statement 0.0000 0 GENERAL SERVICES FDIC Assessment(based on average ledger balance) 0.0000 0 Account Maintenance 0.0000 0 Signature Restriction Maintenance 0.0000 0 Signature Restriction Activity 0.0000 0 DEPOSITORY SERVICES Debits Posted-Paper 0.0800 0 Credits Posted-Paper 0.2000 0 Deposited Return-Items Returned 3.0000 0 Re-Clears 3.0000 0 Pre-encoded Item Reject 0.4500 0 Deposit Corrections(Proof) 5.0000 0 Item Encoding 0.0400 0 On Us 0.0000 0 Local Items 0.0300 0 Local Fed/RCPC 0.0450 0 Texas Cities 0.0500 0 Other Texas Items 0.0550 0 Transit Items 0.0750 0 Debits Posted-Electronic 0.0800 0 Credits Posted-Electronic 0.1000 0 On-Us Check Cashed>$50 0.0000 0 RECONCILIATION SERVICES Full Reconciliation with Positive Pay Maintenance 75.0000 0 Full Reconciliation with Positive Pay 0.0450 0 Paid Reconciliation with Positive Pay Maintenance 75.0000 0 Paid Reconciliation with Positive Pay 0.0400 0 Paid Reconciliation without Positive Pay Maintenance 66.5000 0 Paid Reconciliation without Positive Pay 0.0500 0 ARS Postage/Courier 3.3000 0 ARS Outbound Diskette 35.0000 0 Stop Payments Maintenance-Electronic(1 st Acct.) 35.0000 0 Stop Payments Maintenance-Electronic(Additional Accts.) 10.0000 0 Stop Payments-Electronic 7.0000 0 Image Safekeeping-CD-Rom 30.0000 0 Image Safekeeping-Per Item 0.0450 0 CONTROLLED DISBURSEMENT SERVICES Controlled Disbursement Customer Fee 45.0000 0 Controlled Disb.Account Maintenance 10.0000 0 Controlled Disb.Transfer 20.0000 0 Controlled Disb.Debit Posited 0.0600 0 Controlled Disb.Credit Posited 0.9000 0 FUND TRANSFER SERVICES FT Account Maintenance 5.0000 0 FT Outgoing(repetitive)-Electronic(via Computer) 3.0000 0 FT Outgoing(non-repetitive)-Electronic 3.0000 0 FT Internal(repetitive)-Electronic 0.0000 0 FT Incoming 4.0000 0 FT Mail Advice 3.5000 0 AUTOMATED CLEARINGHOUSE ACH Support Maintenance 25.0000 0 ACH Credits Originated-Two Day 0.0600 0 ACH Debits Originated-Two Day 0.0600 0 ACH Transmission 5.0000 0 ACH Reporting-Return 2.5000 0 ACH Reporting-Fax Per Page 4.0000 0 ACH Notification of Change via Mail 4.5000 0 ACH Cr/Db Received 0.1000 0 ACH Receiving-Addenda 0.0100 0 ACH/EC Standard Translation 0.2000 0 LOBBY SERVICES Branch Strap Shipped 0.2000 0 Branch Order Processed 2.2000 0 Branch Coin Shipped 0.0500 0 Branch Per Deposit 1.4500 0 VAULT SERVICES Vault-Partial Coin Bags 3.7500 0 Check Only Deposits 0.5000 0 Vault Adjustments/Correction 6.2500 0 C-Mixed 1000 Deposit Vault 0.9500 0 INFORMATION SERVICES Bank Account Reporting Maintenance 30.0000 0 Chase Accounts Maintenance 10.0000 0 Previous Day Items(Debits/Credits) 0.1500 0 Current Day Accounts Maintenance 15.0000 0 Current Day Items(Debits/Credits) 0.2000 0 EDI Report 10.0000 0 CL EDI Per Line 0.1000 0 SAFEKEEPING SECURITIES Security Redemption 15.0000 0 Safekeeping Account Maintenance 10.0000 0 Maintenance per Issue 3.0000 0 FRB Transaction 20.0000 0 TOTAL COST FOR SERVICES: $ DATE: September 7, 2001 SUBJECT: City Council Meeting—September 13, 2001 ITEM: 15.C.2. Consider a resolution authorizing the Mayor to execute an Agreement for Six(6)Month Extension of Depository and Banking Services Contract with Chase Manhattan Bank. Resource: David Kautz, Finance Director History: The City's Depository Bank handles all of the City's banking transactions in accordance with a multi-year Depository Contract Funding: Operating Funds Cost: Depository Services cost approximately$36,000 per year Source of Funds: Operating Funds Outside Resources: N/A Impact/Benefit: A six-month extension of the Depository Contract will allow the City to bid for banking services during a time of year when fewer local governments are bidding for banking services, thus improving responses to the City's bid invitation. This is beneficial to both the banks and the City,potentially improving depository services costs. Chase Manhattan has agreed to maintain the current fees and rates throughout this extension period. Public Comment: N/A Sponsor: N/A EXECUTED DOCUMENT FOLLOWS [ORIGINAL THE STATE OF TEXAS § § COUNTY OF WILLIAMSON § AGREEMENT FOR SIX (6) MONTH EXTENSION OF DEPOSITORY AND BANKING SERVICES CONTRACT This "Agreement for Six (6) Month Extension of Depository and Banking Services 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 The Chase Manhattan Bank (successor by merger to Texas Commerce Bank N.A. , and hereinafter referred to as "The Chase Manhattan Bank") . WHEREAS, the City, on September 12, 1997 entered into a Depository and Banking Services Contract with Texas Commerce Bank N.A. , said Contract having a term beginning on October 1, 1997 and terminating on September 30, 2000; and WHEREAS, Chase Bank of Texas, N.A. (formerly known as Texas Commerce Bank N.A. ) merged with and into The Chase Manhattan Bank during the term of said Depository and Banking Services Contract; and WHEREAS, by virtue of said merger, The Chase Manhattan Bank assumed all of the rights and obligations of Texas Commerce Bank N.A. provided for in said Depository and Banking Services Contract; and O:\wdox\CORR\gnl\deposito\sept2001\00009745.W PD/jkg 1 WHEREAS, paragraph III of said Contract authorizes the parties to extend the existing Depository and Banking Services Contract, by mutual agreement, for a period not to exceed the period allowed by the City' s Comprehensive Investment Policy, said allowed period being five (5) years; and WHEREAS, the City, on September 28, 2000 did so enter into an Agreement for One (1) Year Extension of Depository and Banking Services Contract, so that the term of said Contract would expire on September 30, 2001; and WHEREAS, the City and Chase Manhattan Bank now desire to extend the previously-extended Depository and Banking Services Contract for a period of an additional six (6) months, so that the term of said Contract shall expire on March 31, 2002; NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the City and The Chase Manhattan Bank agree as follows : I . EXTENSION OF TERM OF DEPOSITORY AND BANKING SERVICES CONTRACT The City and The Chase Manhattan Bank agree that the Depository and Banking Services Contract (hereinafter "Contract") , attached hereto as Exhibit "A" and incorporated herein for all purposes (including any exhibits referred to in the Contract) , is hereby extended for a period of six (6) months . Said Contract shall remain in full force and effect until March 31, 2002, unless 2 otherwise terminated, modified, or extended in accordance with its provisions . II . BANK SERVICES AND FEES SCHEDULE The City and The Chase Manhattan Bank agree that The Chase Manhattan Bank shall perform banking and depository services of the types and for the charges specified in the "Bank Services and Fees Schedule, " attached hereto as Exhibit "B" and incorporated herein for all purposes . III . CONFLICTS Should there be any conflict between the terms of this Extension of Term of Depository and Banking Services Agreement (hereinafter "Extension Agreement") and the Contract attached hereto as Exhibit "A", the terms of any administrative rules or policies of The Chase Manhattan Bank, or any other agreement between the City and The Chase Manhattan Bank, the terms of this Extension Agreement shall be final, controlling, and binding on the parties hereto. 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 3 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 The Chase Manhattan Bank: The Chase Manhattan Bank Attention: Melisa Atkinson Post Office Box 550 Austin, Texas 78789 EXECUTED this /3 - day of �f %' f 2001 . CITY OF ROUND ROCK, TEXAS THE CHASE MANHATTAN BANK "J'zj, BY= (: j/,,r, By: �� -ad� RO A. TLUKA, J . Printed Name: Mayor Title: ATTEST: ATTEST: By: (12 By: ANNE LAND, Printed Name: is ssistant City Manager/ Title: 4(/ ,e el'V;C O)ja 2r City Secretary i 4 EXHIBIT STATE OF TEXAS' ) COUNTY OF WILLIAMSON ) DEPOSITORY AND BANKING SERVICES CONTRACT 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 Texas Commerce Bank, N.A. , hereinafter referred to as "TCB" . 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, TCB 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 TCB agree as follows: I. BANKING AND DEPOSITORY SERVICES TCB 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. TCB agrees to perform banking and depository services of the types and for the charges as specified in Exhibit "A" , "B" , "C" , "D", '"E", %%F", "G"I and "H" , which are respectively: (A) TCB' s Terms and Conditions of Deposit Accounts; (B) TCB' s Depository Pledge Agreement; ® TCB's Treasury C:\1=j\MPW1TG.KM/clb Management Services Agreement with Amendment for Public Entities; (D) Resolution No. R-96-04-11-13B establishing the City of Round Rock' s Comprehensive Investment Policy; (E) TCB' s Master Agreement Regarding Custodial and Related Services; (F) TCB' s Merchant Service Agreement; (G) CITY' S Request for Applications; and (H) TCB' s Response to the CITY'S Request for Applications, 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 any administrative rules of TCB, or other agreement between the City and TCB, the terms of this Contract shall be final, controlling and binding. TCB agrees to accept stop payment orders issued by the City via Quick Search software . Such stop payment orders shall expire after one (1) year, 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 TCB, and as the designated officer, may exercise the powers and duties as authorized by applicable law. III . TERM, RENEWAL AND TERMINATION This Contract shall commence on the 1st day of October, 1997, and shall remain in full force and effect for a period of three (3) 2. years . However, this Contract may be extended by mutual agreement of the City and TCB, 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 TCB 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 TCB to cure a default . If TCB defaults in the performance of any of the terms and conditions of this Contract, written notice of such default shall be given, and TCB shall have ten (10) days from the date of initial notice within which to cure such default. If TCB fails to cure the default within such period of time, then the City shall have the right without further notice to terminate this Contract . TCB shall be fully responsible to pay the City all actual damages caused by TCB' s default . Nothing herein shall deprive the City of any other legal remedies it may have to 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, TCB 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 3. 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 TCB: Texas -Commerce Bank, N.A. Attention: Karen Davidson P.O. Box 550 Austin, Texas 78789 V. SECURITY FOR DEPOSITS All funds of the City which are on deposit with TCB will be 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. TCB hereby grants to the City a security interest in, and hereby pledges to the City the securities listed on Exhibit "I" , 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 TCB. Such Pledged Securities shall be approved as to type and value 4 . by the governing body of the City of Round Rock, Texas. The value of the Pledged Securities will be determined by the City in its reasonable discretion. TCB agrees to maintain the Pledged Securities at Bank One Texas, N.A. at Dallas, Texas or its successors pursuant to the terms of the Depository Pledge Agreement executed by the City and TCB, such Agreement is attached hereto and incorporated herein by this reference as Exhibit "B" . The City and TCB agree that Bank One Texas, N.A. , 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 controlled by TCB, its holding company or affiliates or subsidiaries. Pledged Securities will be added, released, or substituted in accordance with the terms and conditions of the this Contract, the Depository Pledge Agreement, and the Master Agreement Regarding Custodial and Related Services executed between the City, TCB, and Bank One Texas, N.A. , at Dallas, Texas, Custodian Bank. In addition to the initial list of Pledged Securities contained herein as Exhibit "I" , TCB 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 October 1, 1997. The statement, at a minimum, shall set forth the par value, market value, interest rate, and maturity date of each of the Pledged Securities. TCB 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 TCB exceeds the market value of the collateral securing such deposits . Upon notice from City of a deficiency, TCB shall immediately pledge additional 5. acceptable collateral to make up any deficiency between the City funds on deposit with TCB and the market value of the Pledged Securities . TCB agrees to maintain a separate, accurate and complete record relating to the Pledged Securities and transactions related to same, which shall be available to the City for examination at any and all reasonable times. TCB shall provide to the City a statement of its financial condition ("Call Reports" ) on a quarterly basis. TCB shall also provide to the City the Chase Manhattan Corporation' s annual financial statements audited by an independent public accountant as to its "fair representation" as published in the "Chase Manhattan Corporation Annual Report . " 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. R-96-04-11-13B, and consistent with other applicable laws. VII . NEW SERVICES The City may negotiate new services with TCB 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 TCB. Any such new service 6. 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 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 TCB 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 . TCB agrees to defend, indemnify and hold CITY, its officers, agents, and employees, harmless against any and all claims, lawsuits, judgments, costs and expenses including costs of court and attorney' s fees for personal injury (including death) , property damage or other harm for which recovery of damages is sought that may arise out of or be occasioned by TCB' s intentional or negligent breach of any of the terms or provisions of this Contract, or by any other negligent act or 7. omission of TCB, its officers, agents, associates, or employees, in the performance of this Contract. City will promptly forward to TCB 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 . The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. X. NON-WAIVER 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 TCB, its employees, agents, subcontractors, or suppliers for the accuracy, competency, and 8. 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 TCB, its employees, agents, subcontractors, or suppliers pursuant to this Contract . XII. CONFIDEN'T'IALITY All data relating to City's business provided to TCB by City, except for data that is publicly available through no fault of TCB, will be treated confidentially and safeguarded by TCB, using the same care and discretion that it uses with data that TCB designates as confidential, and TCB shall safeguard all funds and investments of the City while such funds or investments are in the possession of or under the control of TCB. 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 . 9. 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 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 10. resolutions. TCB 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 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. 11. EXECUTED this 12 day of September 1997 THE CITY OF ROUND ROCK, TEXAS TEXAS COMMERCE BANK, N.A. By: BY CHARLES ER, Prited Name: t Mayor Tit e • ATTEST: ATTEST: By: (] -P By: J E LAND, Printed N me: R1 AVET 4jisistant City Manager/ Title: �c; aC�!x.00 City Secretary Public 12. r EXHIBIT CITY OF ROUND ROCK BANK SERVICES AND FEES SCHEDULE "B" B DEPOSITORY CONTRACT EXTENSION 10/1/01 THROUGH 03/31/02 AVERAGE UNIT MONTHLY TOTAL SERVICES PERFORMED PRICE UNITS CHARGE STATEMENT SERVICES Monthly Bank Statement 0.0000 0 GENERAL SERVICES FDIC Assessment(based on average ledger balance) 0.0000 0 Account Maintenance 0.0000 0 Signature Restriction Maintenance 0.0000 0 Signature Restriction Activity 0.0000 0 DEPOSITORY SERVICES Debits Posted-Paper 0.0800 0 Credits Posted-Paper 0.2000 0 Deposited Return-Items Returned 3.0000 0 Re-Clears 3.0000 0 Pre-encoded Item Reject 0.4500 0 Deposit Corrections(Proof) 5.0000 0 Item Encoding 0.0400 0 On Us 0.0000 0 Local Items 0.0300 0 Local Fed/RCPC 0.0450 0 Texas Cities 0.0500 0 Other Texas Items 0.0550 0 Transit Items 0.0750 0 Debits Posted-Electronic 0.0800 0 Credits Posted-Electronic 0.1000 0 On-Us Check Cashed>$50 0.0000 0 RECONCILIATION SERVICES Full Reconciliation with Positive Pay Maintenance 75.0000 0 Full Reconciliation with Positive Pay 0.0450 0 Paid Reconciliation with Positive Pay Maintenance 75.0000 0 Paid Reconciliation with Positive Pay 0.0400 0 Paid Reconciliation without Positive Pay Maintenance 66.5000 0 Paid Reconciliation without Positive Pay 0.0500 0 ARS Postage/Courier 3.3000 0 ARS Outbound Diskette 35.0000 0 Stop Payments Maintenance-Electronic(1st Acct.) 35.0000 0 Stop Payments Maintenance-Electronic(Additional Accts.) 10.0000 0 Stop Payments-Electronic 7.0000 0 Image Safekeeping-CD-Rom 30.0000 0 Image Safekeeping-Per Item 0.0450 0 CONTROLLED DISBURSEMENT SERVICES Controlled Disbursement Customer Fee 45.0000 0 Controlled Disb.Account Maintenance 10.0000 0 Controlled Disb.Transfer 20.0000 0 Controlled Disb. Debit Posited 0.0600 0 Controlled Disb.Credit Posited 0.9000 0 FUND TRANSFER SERVICES FT Account Maintenance 5.0000 0 FT Outgoing(repetitive)-Electronic(via Computer) 3.0000 0 FT Outgoing(non-repetitive)-Electronic 3.0000 0 FT Internal(repetitive)-Electronic 0.0000 0 FT Incoming 4.0000 0 FT Mail Advice 3.5000 0 AUTOMATED CLEARING HOUSE ACH Support Maintenance 25.0000 0 ACH Credits Originated-Two Day 0.0600 0 ACH Debits Originated-Two Day 0.0600 0 ACH Transmission 5.0000 0 ACH Reporting-Return 2.5000 0 ACH Reporting-Fax Per Page 4.0000 0 ACH Notification of Change via Mail 4.5000 0 ACH Cr/Db Received 0.1000 0 ACH Receiving-Addenda 0.0100 0 ACH/EC Standard Translation 0.2000 0 LOBBY SERVICES Branch Strap Shipped 0.2000 0 Branch Order Processed 2.2000 0 Branch Coin Shipped 0.0500 0 Branch Per Deposit 1.4500 0 VAULT SERVICES Vault-Partial Coin Bags 3.7500 0 Check Only Deposits 0.5000 0 Vault Adjustments/Correction 6.2500 0 C-Mixed 1000 Deposit Vault 0.9500 0 INFORMATION SERVICES Bank Account Reporting Maintenance 30.0000 0 Chase Accounts Maintenance 10.0000 0 Previous Day Items(Debits/Credits) 0.1500 0 Current Day Accounts Maintenance 15.0000 0 Current Day Items(Debits/Credits) 0.2000 0 EDI Report 10.0000 0 CL EDI Per Line 0.1000 0 SAFEKEEPING SECURITIES Security Redemption 15.0000 0 Safekeeping Account Maintenance 10.0000 0 Maintenance per Issue 3.0000 0 FRB Transaction 20.0000 0 TOTAL COST FOR SERVICES: $