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Ordinance No. 7,734ORDINANCE NO. 7734 AN ORDINANCE ACCEPTING THE PROPOSAL OF BAYTOWN STATE BANK FOR THE BANK DEPOSITORY SERVICES CONTRACT AND AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN, THE SUM OF FORTY -SIX THOUSAND FOUR HUNDRED SEVENTY -EIGHT AND 90/100 DOLLARS ($46,478.90); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. WHEREAS, the City Council of the City of Baytown, Texas, did authorize the Purchasing Department for the City of Baytown to advertise for proposals for the bank depository services contract to be received May 30, 1996; and WHEREAS, notice to bidders as to the time and place, when and where the proposals would be received was published pursuant to the provisions of Section 74 of the Charter of the City of Baytown; and WHEREAS, all proposals were opened as per published notice, and following review of the proposals, the proposal most advantageous to the City by a responsible offeror was determined; NOW THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown hereby accepts the proposal of Baytown State Bank as the most advantageous proposal to the City of Baytown by a responsible offeror, for the bank depository services contract for the sum of FORTY -SIX THOUSAND FOUR HUNDRED SEVENTY -EIGHT AND 90/100 DOLLARS ($46,478.90), and authorizes payment thereof. Section 2: That pursuant to the provisions of Texas Local Government Code Annotated § 252.048, the City Manager is hereby granted general authority to approve any change order involving a decrease or an increase in costs of FIFTEEN THOUSAND AND NO /100 DOLLARS ($15,000.00) or less, subject to the provision that the original contract price may not be increased by more than twenty -five (25 %) or decreased by more than twenty -five (25 %) percent without the consent of the contractor to such decrease. Section 3: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ, and PASSED by the affirmative vote of the City Council of the City of Baytown this the 27th day of June, 1996. M NUEL ES N AS, Mayor Pro Tempore ATTEST: EILEEN P. HALL, City Clerk APPROVED AS TO FORM: M" _� W"! mE" � • �'• '� cA counciRmeetings ljuneldeposity.27 • 2 960627 -1a ID BANK DEPOSITORY CONTRACT • � THE STATE OF TEXAS § COUNTY OF HARRIS § This DEPOSITORY CONTRACT is made and entered into on the date last herein written by and between CITY OF BAYTOWN,hereinafter called DEPOSITOR, and BAYTOWN STATE BANK, a Texas Chartered Bank located in Baytown, Texas, and now conducting such business in Baytown, Texas,hereinafter called"BANK." I. QUALITY OF SERVICE OF BANK BANK hereby expressly warrants that it has at the time of the execution of this agreement and shall have at all times throughout the term of the same adequate organization, facilities, equipment and personnel to provide prompt and efficient service to DEPOSITOR. Whether the service provided by BANK satisfies this article shall be determined by DEPOSITOR at its sole discretion. II. DESIGNATED BANK CONTACT PERSONNEL BANK shall provide a list of contact personnel of BANK who are qualified to provide information and assistance in the following areas on a daily basis: • General Information, • Investments and Safekeeping, • Accounting/Bookkeeping, and • Deposit Discrepancies. Additionally, BANK shall designate one officer of BANK who shall be responsible for overseeing DEPOSITOR's entire account and who shall serve as a liaison with DEPOSITOR's finance department. Should any contact personnel or officer designated pursuant to this article change at any time, DEPOSITOR shall immediately be assigned persons qualified to perform the duties of the previous personnel or officer and be notified of such change. III. DEPOSITOR'S EMPLOYEE CASH CHECKING PRIVILEGES BANK hereby agrees to cash without charge to DEPOSITOR or its employees all payroll checks issued to DEPOSITOR's employees drawn on BANK after proper identification is presented Bank Depository Contract Page 1 by DEPOSITOR'S employee, regardless of whether or not the employee has an account with BANK. IV. SERVICES NECESSARY TO MAINTAIN DEPOSITOR'S CASH MANAGEMENT SYSTEM BANK shall provide the necessary services in order for DEPOSITOR to maintain its cash management system, as it currently exists or is hereinafter modified. Such system entails the following: 1. All receipts,except for those for the health insurance account, are credited to a single concentration. 2. All disbursements are drawn as needed from the separate disbursement accounts (Payroll and Vendor) which are maintained at a zero balance. 3. BANK shall make daily transfers from the concentration account into each of the disbursement accounts to cover the checks presented that day for payment. 4. Receipts for the health insurance premiums are credited to the health insurance account. 5. Disbursements for insurance claims are drawn as needed from the health insurance account. 6. The funds remaining in the concentration account, after the transfers to the disbursement account and funds remaining in the health insurance account will earn interest at the overnight investment rate, which shall mean the federal funds offered rate as published in the Wall Street Journal for the previous business day, multiplied by the percent quoted by BANK in Item E of the Bid Form, which form is attached hereto as Exhibit"A" and made a part hereof for all intents and purposes. V. MINIMUM SERVICES AND PRODUCTS • The services and products listed below shall be provided by BANK to DEPOSITOR for the purposes expressed by BANK under the terms and conditions herein stated. Concentration Account Account Description: DEPOSITOR requires and BANK will provide a cash concentration account into which all DEPOSITOR's receipts, except those for the Bank Depository Contract,Page 2 health insurance account, will be deposited. The amount necessary to cover the checks presented in the zero balance accounts will be transferred from the concentration account on a daily basis. At the end of each day, the collected cash balance in the concentration account will be automatically invested overnight at the "Overnight Investment Rate," as hereinabove defined. Deposits: DEPOSITOR will make deposits to the concentration account at various times during the business day and will require BANK to give same day credit on collectible funds BANK receives before 2:00 p.m. Deposits will not be encoded or sorted. BANK agrees to credit the concentration account for all checks in accordance with BANK's availability schedule, which is attached hereto as Exhibit "B" and incorporated herein for all intents and purposes. Monthly Statement: BANK shall provide printed bank statements for the concentration account on a monthly basis within five (5)business days from the end of each month. The monthly statement will include return of all canceled checks, debit and credit memos and deposit tickets. Returned items: BANK shall automatically redeposit returned items of seventy-five dollars ($75.00) or less a second time. Wire Transfers Out: BANK shall periodically wire funds out of the concentration account to various vendors, paying agents and brokers upon telephone instructions. BANK shall assign persons authorized by DEPOSITOR to make wire transfers "personal identification numbers." Call back procedures will be used to independently verify the transfer. For all outgoing wire transfers, DEPOSITOR agrees to notify a designated person at the BANK by 11:00 a.m. Wire transfers ordered by 11:00 a.m. and not received by the destination party by the close of the business day will be traced from origin to destination to ascertain the party responsible for delaying the transfer. If necessary, adjustments will be made for any lost interest or charges resulting from a"fail"to consummate a transfer. All transfers will be made using the best available system unless otherwise instructed by DEPOSITOR. Wire Transfers In: BANK shall accept incoming wire transfer of funds for the sale of securities, interest payments and receipts from various governmental agencies. DEPOSITOR intends to consider these incoming wire transfers as "available for investment" either by DEPOSITOR or by BANK at the overnight investment rate identified in the Bid Form. Account Inquiry: BANK shall provide DEPOSITOR timely, accurate information when DEPOSITOR telephones BANK to inquire about the ledger and collected balance in the concentration account. Bank Denository Contract Page 3 Vendor Zero Balance Account Use of Account: BANK shall provide a zero balance checking account from which all vendor disbursements will be paid. Checks: DEPOSITOR will provide the necessary check stock for this account. Monthly Statement: BANK shall provide both printed bank statements and magnetic tape (format must be acceptable by DEPOSITOR) for the vendor zero balance account on a monthly basis within five (5) business days prior to the end of the month. The monthly statement will include return of all canceled checks, debit and Credit memos and deposit tickets. Check Sorting: BANK shall return all paid checks to DEPOSITOR with their respective bank statements, and these checks shall be fine sorted in ascending numerical order. Stop Payments: BANK shall issue stop payments upon telephone communication from authorized DEPOSITOR's personnel. DEPOSITOR will provide written confirmation of the telephone transaction,and BANK will send DEPOSITOR written confirmation of the stop payment. Payroll Zero Balance Account Use of Account: BANK shall provide a zero balance checking account from which all semi-monthly DEPOSITOR payroll checks will be written. Checks: DEPOSITOR will provide the necessary check stock for this account. Monthly Statement: BANK will provide both printed bank statements and magnetic tape (format must be acceptable by DEPOSITOR) for the vendor zero balance account on a monthly basis within five (5) business days from the end of each month. The monthly statement will include return of all canceled checks, debit and credit memos and deposit tickets. Check Sorting: BANK shall return all paid checks to DEPOSITOR with their respective bank statements, and these checks shall be fine sorted in ascending numerical order. Stop Payments: BANK shall issue stop payments upon telephone communication from authorized DEPOSITOR's personnel. DEPOSITOR will provide written confirmation of the telephone transaction and BANK will provide written confirmation of the stop payment. Bank Depository Contract,Page 4 Health Insurance Account Use of Account: DEPOSITOR requires and BANK shall provide a health insurance checking account from which all employee health insurance claims, administrative fees and stop loss insurance premium disbursements will be paid. Checks: DEPOSITOR does not require BANK to provide the necessary check stock for this account. Monthly Statement: BANK shall provide both printed bank statements and magnetic tape (format must be acceptable by DEPOSITOR) on the health insurance account on a monthly basis within five (5) business days from the end of each month. The monthly statement will include return of all canceled checks, debit and credit memos and deposit tickets. Check Sorting: BANK shall return all paid checks to DEPOSITOR with their respective bank statements and these checks be fine sorted in ascending numerical order. Stop Payments: BANK shall issue stop payments upon telephone communication from authorized personnel of DEPOSITOR. DEPOSITOR will provide written confirmation of the telephone transaction, and BANK will provide written confirmation of the stop payment. VI. INVESTMENT SERVICES/COLLATERAL REQUIREMENTS Securities Pledged: As security for the deposits of DEPOSITOR, BANK shall pledge to DEPOSITOR securities equal to the balances DEPOSITOR maintains in BANK. Securities may be reduced to the extent that such deposits are insured by an agency or instrumentality of the United States government. Certificates of deposit and other evidences of deposit shall be collateralized at one hundred percent(100%) of market,for U. S. Treasury Bills,Notes, and Bonds with a remaining maturity of three (3) years or less and at one hundred two percent (102%) of market for other securities. The securities so pledged, the amounts thereof and the time for pledging same must satisfy the requirements of Chapter 105 of the Texas Local Government Code. • DEPOSITOR will accept as collateral for its certificates of deposit and demand deposits only those securities identified by the Public Funds Investment Act of 1989, as amended, (Chapter 2257 of the Texas Government Code)as eligible investments. Additionally,U. S.Treasury securities shall be the primary securities accepted as collateral. These items constitute the only acceptable means of collateralizing DEPOSITOR's deposits. The securities must be held in safekeeping by the Federal Reserve Bank of Dallas or another third party financial institution pursuant to a safekeeping Bank Denository Contract,Page 5 3 agreement signed by depository bank and DEPOSITOR. Repurchase agreements are not acceptable as collateral to DEPOSITOR. BANK has heretofore or will immediately hereafter deliver to the Federal Reserve Bank of Dallas or another third party financial institution, hereinafter referred to as "safekeeping bank," collateral of the kind and character above-mentioned of sufficient amount and market value to provide adequate collateral for the funds of DEPOSITOR deposited with BANK. Said collateral or substitute collateral, as hereinafter provided for, shall be kept and retained by the safekeeping bank in trust so long as depository relationship between DEPOSITOR and BANK shall exist hereunder, and thereafter so long as deposits made by DEPOSITOR with BANK, or any portion thereof, shall have not been properly paid out by BANK to DEPOSITOR or on its order. Reporting Requirements: BANK shall provide DEPOSITOR a report of securities pledged on a monthly basis or at any time requested by the City Manager, Finance Director, Treasurer, or a designated representative. This report should reflect the following information as of the end of each month and be delivered to DEPOSITOR by the tenth (10th) day of each month. Total pledged securities itemized by: •Name •Type/Description/Cusip Number •Par Value •Current Market Value •Maturity Date •Moody's and/or Standard& Poors Rating, if available Safekeeping Requirements: The securities pledged shall be held in safekeeping by a separate and different bank other than depository bank. The original copy of all safekeeping receipts shall be filed with the Finance Director of DEPOSITOR. DEPOSITOR will reimburse depository bank for safekeeping charges, if any. The safekeeping agreement and the name of the safekeeping bank used in this depository agreement is attached hereto as Exhibit"C,"which is attached hereto and incorporated herein for all intents and purposes. Neither the safekeeping agreement nor the safekeeping bank shall be changed or replaced without the prior express written consent of the City Manager. Collateral Substitutions: Any substitutions of the securities or reductions in the total amount pledged may be made only by and with proper written authorization approved by the City Manager, the Director of Finance, Treasurer, or his designated representative; provided, however, 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 the safekeeping bank be less than the total sum of he DEPOSITOR's funds on deposit with said bank, BANK shall immediately deposit with the safekeeping bank such additional collateral as may be necessary to cause the market value of such collateral to equal the total amount Bank Denository Contract Page 6 of required collateral. In the case of a reduction, BANK must provide in writing that collateral will be available when needed to meet normal DEPOSITOR balance increases throughout the year. DEPOSITOR.must approve all securities pledged. Any state or local government bonds pledged must have a rating of at least A or Al or better by Moody's Investor Services or Standard & Poors Corporation. The safekeeping bank shall promptly forward to DEPOSITOR copies of safekeeping or trust receipts covering all such collateral held for BANK, including substitute collateral as provided for herein. DEPOSITOR to Handle Investments: DEPOSITOR will be responsible for handling the investment bidding process. Depository Bank along with any eligible financial institution shall be included in the bidding process as deemed appropriate and in accordance with DEPOSITOR's investment policies. Safekeeping/Wire Services: The third-party safekeeping bank must be a subscriber to the Federal Security Wire System. In addition to the safekeeping account in which pledged collateral is held,DEPOSITOR must have access to a safekeeping account to which Federal securities can be delivered via the Federal Reserve book entry system for a customer account. Overnight Investment of all Collected Funds: DEPOSITOR requires and BANK agrees that all collected funds remaining in the concentration account and the health insurance account at the end of each day earn a return such that DEPOSITOR will be credited with earnings at the"Overnight Investment Rate." Interest at the"Overnight Investment Rate" may be credited monthly. VII. OTHER REQUIRED SERVICES Series E-Bond Issuance: BANK shall perform all the necessary procedures for DEPOSITOR's E-Bond Issuance Program. DEPOSITOR will furnish a list of employees and amounts deducted along with a check and BANK shall administer the program. Account Analysis: DEPOSITOR requires that a monthly account analysis for each account be presented to DEPOSITOR within fifteen(15)business days of the end of the month. The account analysis must show at a minimum the following information: • a. Account number, b. Period covered, c. Average ledger balance, d. Average collection balance, e. Services rendered (including type of service and quantity), f. Per unit cost of each service, Bank Depository Contract Page 7 g. Total cost per service, and h. Total cost of all services rendered. Direct Deposit: BANK is required to produce bi-monthly payroll transfers from a magnetic tape furnished by DEPOSITOR in ACH format for transfer of funds directly to each of the DEPOSITOR'S employee's bank, savings and loan, or credit union account if such employee has subscribed to the automatic payroll deposit service offered by the DEPOSITOR. VIII. TERM DEPOSITOR,through action of its governing body,hereby designates BANK as a depository for the period beginning July 12, 1996, and continuing through July 11, 1998, unless sooner terminated by DEPOSITOR or BANK, and may be extended under the same terms and conditions at the sole election of DEPOSITOR for a period of time not to exceed six (6) months after the expiration of the initial term. Nothing contained herein, however, shall obligate DEPOSITOR during the extension period to renew and/or relet a depository contract with BANK. IX. DESIGNATION OF DEPOSITOR'S AUTHORIZED PERSONNEL During the term of this depository contract, DEPOSITOR will, through appropriate action of its governing body, designate the officer or officers who individually or jointly will be authorized to represent and act on behalf of DEPOSITOR in any and all matters of every kind arising under this depository contract. X. BANK'S COMPENSATION BANK will be compensated for any and all services rendered to DEPOSITOR under this depository contract. DEPOSITOR will pay for all services rendered for all accounts except the health insurance account by debit to the concentration account. DEPOSITOR will pay for services rendered for the health insurance account by debit to the health insurance account. The service cost to be reimbursed shall be taken directly from the required monthly account analysis. BANK will be compensated in accordance with the unit costs submitted by BANK in the Bid Form. XI. BANK'S BREACH OF FAILURE TO PAY Should BANK fail at any time to pay and satisfy, when due any check, draft or voucher lawfully drawn against any deposit and the interest on such deposits or in any manner breach its Bank Depository Contract Page 8 contract with DEPOSITOR, DEPOSITOR shall give written notice of such failure or breach to BANK, and BANK shall have three (3) business days to cure such failure or breach. In the event BANK shall fail to cure such failure or breach within three (3) business days or should BANK be declared insolvent by a Federal bank regulatory agency, it shall be the duty of the safekeeping bank upon demand of DEPOSITOR (supported by proper evidence of any of the above-listed circumstances),to surrender the above-described collateral to DEPOSITOR. DEPOSITOR may sell all or any part of such collateral and out of the proceeds thereof pay DEPOSITOR all damages and losses sustained by it,together will all expenses of any and every kind incurred by it on account of such failure or insolvency, or sale, accounting to BANK for the remainder, if any, of said proceeds or collateral remaining unsold. Any sale of such collateral, or any part thereof, made by DEPOSITOR hereunder may be either at public or private sale; provided, however, it shall give to both the safekeeping bank and BANK two(2)hours notice of the time and place where such sale shall take place and such sale shall be to the highest bidder therefor for cash. DEPOSITOR and BANK shall have the right to bid at such sale. XII. TERMINATION Either DEPOSITOR or BANK shall have the right to terminate this Agreement prior to the expiration date 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. However,DEPOSITOR may pursuant to article XI herein terminate this contract if BANK breaches this Agreement. A breach of this Agreement shall include, but not be limited to, (a) the failure, closure or forced reorganization of BANK during the term of this agreement or(b)the violation of any provision of this Agreement. XIII. RELEASE OF SAFEKEEPING BANK BY DEPOSITOR When the relationship of DEPOSITOR and BANK shall have ceased to exist between DEPOSITOR and BANK, and when BANK shall have properly paid out all deposits of DEPOSITOR, it shall be the duty of DEPOSITOR to give the safekeeping bank certificates to that effect;whereupon the safekeeping bank shall with the approval of DEPOSITOR,redeliver to BANK all collateral then in its possession belonging to BANK taking this receipt therefor. An order in writing to said safekeeping bank by DEPOSITOR and a receipt for such collateral by BANK shall be a full and final release of the safekeeping bank of all duties and obligations undertaken by it by virtue of these presents. Bank Depository Contract,Page 9 • XIV. SALE OF INTEREST BANK may not sell or assign all or part interest in this depository contract without the express written approval of the City Manager of such sale or assignment. DEPOSITOR may require any records or financial statements necessary in its opinion to ensure such sale or assignment will be in the best interest of DEPOSITOR. XV. NOTICES All notices required to be given hereunder shall be given in writing either by telecopier, overnight, or facsimile transmission, certified or registered mail at the respective addresses of the parties set forth herein or at such other address as may be designated in writing by either party. Notice given by mail shall be deemed given three (3) days after the date of mailing thereof to the following addresses: BANK Baytown State Bank Attn: President 1 Bay Playa Baytown, TX 77520 Fax No. 427-6314 DEPOSITOR City of Baytown Attn: City Manager P.O. Box 424 Baytown, TX 77522 Fax No. 420-6586 XVI. NON-WAIVER Failure of either party hereto to insist on the strict performance of any of the agreements herein or to exercise any rights or remedies accruing thereunder upon default or failure of performance shall not be considered a waiver of the right to insist on and. to enforce by an appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. Bank Depository Contract,Page 10 XVII. GOVERNING LAW This Agreement shall in all respects be interpreted and construed in accordance with and governed by the laws of the State of Texas and the City, regardless of the place of its execution or performance. The place of making and the place of performance for all purposes shall be Baytown, Harris County, Texas. XVIII. SEVERABILITY All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. XIX. NO RIGHT TO ARBITRATION Notwithstanding anything to the contrary contained in this Agreement, DEPOSITOR and BANK hereby agree that no claim or dispute between DEPOSITOR and BANK arising out of or relating to this Agreement shall be decided by any arbitration proceeding including, without limitation any proceeding under the Federal Arbitration Act (9 U.S.C. Sections 1-14), or any applicable State arbitration statute, including but not limited to the Texas General Arbitration Act, provided that in the event that DEPOSITOR is subjected to an arbitration proceeding notwithstanding this provision,BANK consents to be joined in the arbitration proceeding if BANK's presence is required or requested by DEPOSITOR of complete relief to be recorded in the arbitration proceeding. XX. ENTIRE CONTRACT Bement contains all the agreements of theparties relatingto the subject matter hereof This Agreement g � and is the full and final expression of the agreement between the parties. XXI. AUTHORITY The officers executing this Agreement on behalf of the parties hereby represent that such officers have full authority to execute this Agreement and to bind the party he/she represents. Bank Depository Contract,Page I 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same Agreement on the// day of , 1996,the date of execution by the City Manager of the City of Baytown. BAYTOWN STATE BANK Q �ne.2' (Si ature) (Printed Name) c_.9 `, d- Go o h e(- (Title) CITY OF BAYTOWN BOBBY RO TREE, City Manager ATTEST: , e c f EILEEN P. HALL, City Clerk APPROVED AS TO FORM: ACIO RAMIREZ, S ity Attorney Bank Depository Contract Page 12 SAFEKEEPING AGREEMENT STATE OF TEXAS § COUNTY OF HARRIS § The undersigned,being a duly qualified and acting officer of the undersigned Bank, acting for and on behalf of said Bank does hereby deposit with the undersigned Trustee,banking institution, the bearer bonds set out on Schedule of Bonds attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Trustee is advised that the bonds deposited with it are deposited pursuant to an agreement to deposit the public funds with the Bank by the City of Baytown. It is agreed and understood that Trustee is to release these bonds only upon the written authorization of the Bank and the City of Baytown by an appropriate release, in a form as attached hereto as Exhibit "B" which is incorporated herein for all intents and purposes. However, in the event the Bank shall fail and/or refuse to pay, upon written demand and notice given at least twenty- four(24)hours before the date any time deposits on deposit with the Bank by the City of Baytown are due, Trustee is hereby instructed and authorized to deliver to the Finance Director of the City of Baytown all bonds and/or securities deposited hereunder without further authorization, release or direction from the Bank so long as the City of Baytown has furnished Trustee a certified copy of a resolution duly enacted by the City Council of the City of Baytown which shall provide: 1. That written notice and demand for payment had been made twenty-four (24) hours prior to the date time deposits on deposit with the Bank were due. 2. That a release of bonds on deposit with Trustee had been furnished to the Bank in a form as attached hereto, at least twenty-four (24) hours prior to the enactment of such order. 3. That the Bank has refused and/or failed to pay to the City of Baytown time deposits then due. 4. That a certified copy of said order has been delivered to the Bank at least one (1) hour prior to its presentment to the Trustee for release of the bonds or securities deposited hereunder. In executing this Safekeeping Agreement,the Bank does agree to be bound by the provisions herein, and does hereby release and forever discharge the Trustee from any liability of the release of said bonds to the Finance Director of the City of Baytown as herein specified. SIGNED AND EXECUTED this the day of , 1996. BANK (Si nature) (Printed Name) (Title) BAYTOWN STATE BANK TRUSTEE (Signature) (Printed Name) (Title) TEXAS COMMERCE BANK STATE OF TEXAS § COUNTY OF HARRIS Before me on this day personally appeared J 74 es U0 ?e>' C/C , in his capacity as 5 f l/• ? .c- (& i e y/ of Baytown State Bank, on behalf of such corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN before me this // day of LTV r V , 1996. �\ °4c... MIRIAM GRIFFIN P b11C in for to of Texas r ) ! Notary Puu.c,State of Texas • ���^^^. _ MY Commission Expires 8-23.97 REQUEST FOR PROPOSAL FOR BANKING SERVICES BID FORM ESTIMATED ANNUAL PER UNIT ANNUAL QUANTITY COST COST 'TEM II (A) CONCENTRATION ACCOUNT ;: :dmated Average Daily Balance:$200,000 Deposits Credited • 4,800 .30 1,440 . Items Deposited Unencoded 180,000 .07 12,600. . Returned Items 480 3.50 1,683. . Incoming Wires 120 5.0 633. Outgoing Wires 180 15.00 2,7C0. Night Depository Bags 60 20.00 1,203. Account Inquiry (Daily) 240 2.00 480. Account Maintenance 12 12.50 150. . Cost.for Deposit Slip Stock 3,000 13.89/203 2C8. J. FDIC Insurance $500,000 .0c040 200. TOTAL FOR ITEM II (A) 21,258. TEM II (B) VENDOR ZERO BALANCE ACCOUNT . Checks Paid . 24,000 .15 3;EC0. • • .. Cost of Check Stock 24,000 148M 3,552. Check Sorting 24,000 .05 1,2C0. Stop Payments 60 23.03 1,20.• . Account Maintenance - 12 12.50 150. . Zero Balance Transactions 240 2.50. 600. Bank Tape 12 103.03 1,2.00,00 TOTAL FOR ITEM (B) 11.T71• -13- EXHIBIT A 1/4..iI r =HY I (JVVLV, It 1A . REQUEST FOR PROPOSAL FOR BANKING SERVICES BID FORM ESTIMATED ANNUAL PER UNIT ANNUAL QUANTITY COST COST .TEM I1 (C) PAYROLL ZERO BALANCE ACCOUNT Checks Paid 8,400 .15 1,260. : Cost of Check Stock 16,800 148.00 2,486. Check Sorting 8,400 .05 420. Stop Payments 12 2p,C0 240. Account Maintenance 12 12,50 150 Zero Balance Transactions 240 2.50 600. Bank Tape 12 100.00 1,2C0. • TOTAL FOR ITEM II (C) 6,356. TEM II (D) HEALTH INSURANCE ACCOUNT • Checks Paid 4,020 .15 603. Check Sorting 4,020 .05 m Stop Payments 12 20.CC 210 -. Account Inquiry 300 2.50 75C). Account Maintenance 12 12.50 150. TOTAL FOR ITEM II (D) 1,944. • -1 4 I r Ur I OWN, ItAAS .• REQUEST FOR PROPOSAL FOR BANKING SERVICES BID FORM ESTIMATED ANNUAL PER UNIT ANNUAL QUANTITY COST. COST ITEM II (E) INVESTMENT SERVICES • Securities Pledged Approximately. $5,000,000 a. Cost Per Receipt 10 36.CO 350. b. Annual Maintenance Fees: 1. Per Receipt 20 12•00 240. 2. Per$10,000 of Treasuries 12 N/A N/A d. Other Charges: 20,00 2/40 Reporting Requirements 12 15.0 180. Safekeeping Requirements: At market value for Gov't Approximately. $35,000,000 agencies, municipals a. Cost per Receipt 27 36.Op 972 • b. Annual Maintenance Fee (Per$10,000) • 27 N/A N/A FEMME 19.00 513. c. Other Charges: SALE 19.00 513. P1�T 219.1NE • 23.00 240 Collateral Substitution ro T Charges for the Overnight Investment of Excess Funds a. Assumed Federal Funds Rate 5.75% b. Percentage of Federal Funds Rate Bid 65.78 c. Overnight Investment Rate (a * b) 3.78 d. Per Unit Cost.(a-c) 1.97 TOTAL ITEM II (E) . - 3,283 !TEM II (F) OTHER SERVICES Monthly E-Bond Issuance 84 2.53 21.0: Other Charges: TOTAL ITEM II (F) 210. -OTAL ANNUAL COST (SUM OF ITEMS (A).(B) (C) (D) (E) (F)) 44,553. • Initials -15- BANK_ RAYTOWN STATE BANK • FINANCIAL DATA In order to establish the financial strength of the depository institution, provide the following ratios. Please include a copy of the Bank's Consolidated Reports of Condition (Call Report). As of 4 / 30 / 96 LIQUIDITY: 1. Bank loans to deposits. 32.59 2. Loans to assets minus plant and equipment. 29.50 3. Cash and equivalents to total assets. 66.82 4. Percentage of assets maturing in one year. 7.87 5. Cash and equivalents to deposits. 73.21 ASSET QUALITY: 1. Current loan losses to total loans. .04 2. Loan loss reserves to total loans. 1.3836 3. Nonperforming loans to total loans. .13 PRO FITABILITY: 1. Return on earning assets. 1.11 2. Return on equity assets. 11.354 STRENGTH: 1. Capital to deposits. 10.28 2. Capital to loans. 31.67 3. Capital to assets. 9.1772 MANAGEMENT: 1. Net charge-offs to loans. .03 • 2. Income before security transactions to loans. 5.237 • Initials -16- • (1) Tell us your name and account number(if any). LONGER DELAYS MAY APPLY (2) Describe the error on the transfer you are unsure about, and In some cases, we will not make all of the funds that you deposit by •a explain as clearly as you can why you believe it is an error or why check available to you on the first business day after the day of your you need more information. deposit.Depending on the type of check that you deposit,funds may not be (3) Tell us the dollar amount of the suspected error. available until the fifth business day after the day of your deposit.However, If you tell us orally,we may require that you send us your complaint or the first S100 of your deposits will be available on the first business day after we receive your deposit. question in writing within 10 business days. If we are not going to make all of the funds from your deposit available We will tell you the results of our investigation within 10 business days on the first business day after we receive your deposit.we will notify you at (20 business days if the transfer involved a point-of-sale transaction or a the time you make your deposit.We will also tell you when the funds will be foreign initiated transfer)after we hear from you and will correct any error available.If your deposit is not made directly to one of our employees,or if promptly.It we need more time, however,we may take up to 45 days(90 we decide to take this action after you have left the premises,we will mail days if the transfer involved a point-of-sale transaction or a foreign initiated you the notice by the day after we receive your deposit. transfer)to investigate your complaint or question. If we decide to do this If you will need the funds from a deposit right away,you should ask us we will recredit your account within 10 business days(20 business days if J when the funds will be available. the transfer involved a point-of-sale transaction or a foreign initiated In addition, funds you deposit by check may be delayed for a longer transfer)for the amount you think is in error,so that you will have the use of I period under the following circumstances: our investigation.money during the time it takes us to complete . If we We believe a check you deposit will not be paid. ask you to put your complaint or questions in writing and we do not receive You deposit checks totaling more than$5,000 on any one day. it within 10 business days,we may not recredit your account. You redeposit a check that has been returned unpaid. If we decide that there was no error, we will send you a written You have overdrawn your account repeatedly in the last six months. explanation within three business days after we finish our investigation. There is an emergency,such as failure of communications or computer You may ask for copies of the documents that we used in our investigation. equipment. BAYTOWN STATE BANK We will notify you if we delay your ability to withdraw funds for any of CUSTOMER SERVICE DEPARTMENT these reasons,and we will tell you when the funds will be available.They P.O.BOX 7351 will generally be available no later than the eleventh business day after the BAYTOWN,TEXAS 77522-7351 day of your deposit. Business Days:Monday through Friday SPECIAL RULES FOR NEW ACCOUNTS Excluding Federal Holidays If you are a new customer,the following special rules will apply during Phone:(713)427-5841 the first 30 days your account is open.. Funds from electronic direct deposits into your account will be available MORE DETAILED INFORMATION IS AVAILABLE on the day we receive the deposit. Funds from deposits of cash, wire ON REQUEST transfers.and the first S5,000 of a days total deposits of casniers,certified, tellers, travelers, and federal, state and local government checks will be available on the first business day after the day of your deposit it the FUNDS AVAILABILITY DISCLOSURE deposit meets certain conditions.For example,the checks must be payable to you (and you may have to use a special deposit slip).The excess over This policy statement applies to all deposit accounts. 55.000 will be available on the ninth business day after the day of your Our policy is to make tunas from your deposits available to you on the deposit.If your deposit of these checks(other than a U.S.Treasury check) first business day after the day we receive your deposit. Electronic direct is not made in person to one of our employees, the first S5.000 will not be deposits will be available on the day we receive the deposit.Once they are availaole until the second business day after the day of your deposit. available,you can withdraw the funds in cash and we will use the funds to Funds from all other check deposits will be available on the tenth pay checks that you have wntten. business day aster the day of your deposit. Please remember that even after we have made funds available to you. and you have withdrawn the funds.you are still responsible far checks you deposit that are returned to us unpaid and for any other problems involving Effective Date 2-1 96 your deposit. TRUTH-IN-SAVINGS DISCLOSURE Forr determining the availability of your deposits. every day is a business day. except Saturoays. Sundays. and federal holidays. If you THRIFT CHECKING ACCOUNT make a deposit before 2:00 P.M.on a business day that we are open,we 1 Minimum balance to open the account - You must deposit S50.00 to will consider that day to be the day of your deposit.However,if you make a open this account. deposit atter 2:00 P.M.or on a day we are not open.we will consider that l Fees: the deposit was made on the next business day we are open. I A maintenance fee of S2.50 will be charged each statement cycle. If we cash a check for you that is drawn on another bank, we may A service charge tee of S.50 will be charged for each check in excess of ten withhold the availability of a corresponding amount of funds that are during a statement cycle. already in your account.Those funds will be available at the time funds REGULAR CHECKING ACCOUNT from the check we cashed would have been available if you had deposited Minimum balance to open the account-You must deposit S50.00 to it. open this account. If we accept for deposit a check that is drawn on another bank,we may Minimum balance to avoid imposition of fees -If your balance falls make funds from the deposit available for withdrawal immediately but delay below 5750.00 on any day in the monthly statement cycle we will impose a your availability to withdraw a corresponding amount of funds that you have maintenance fee of$8.00 once during the statement cycle. on deposit in another account with us. The funds in the other account Fees: would then not be available for withdrawal until the time periods that are described elsewhere in this disclosure for the type of check that you A service charge fee of S.10 will be charged for each check in excess of 25 deposited. during a statement cycle if your balance falls below S750.00 on any day during the monthly statement cycle. 7 8 • EXHIBIT B • • SIGNED AND EXECUTED this the day of , 1996. BANK 40,1441-/-e)P7i-e, (Sigiure) V4 P' it), 70iA (Printed Name) %Jo, 1,f p r` (Title) BAYTOWN STATE BANK TRUSTEE (Signature) Sln►ale f t3AA) (Printed Name) C k e.,J er��c eCV\c_e2 (Title) TEXAS COMMERCE BANK STATE OF TEXAS § COUNTY OF HARRIS § Before me on this day personally appearedj74-e5 �, i�1 // , in his capacity as ‹S 0 0 5h/P/ of Baytown State Bank, on behalf of such corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN before me this 1/ day of , 1996. e9: MIRIAM GRIFFIN of ry ublic in an e St to of Texas ( , )'= Notary Public.State of Texas My Ccimmiziaa Expires 9-23-97 ff SAFEKEEPING AGREEMENT STATE OF TEXAS § COUNTY OF HARRIS § The undersigned, being a duly qualified and acting officer of the undersigned Bank, acting for and on behalf of said Bank does hereby deposit with the undersigned Trustee,banking institution, the bearer bonds set out on Schedule of Bonds attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Trustee is advised that the bonds deposited with it are deposited pursuant to an agreement to deposit the public funds with the Bank by the City of Baytown. It is agreed and understood that Trustee is to release these bonds only upon the written authorization of the Bank and the City of Baytown by an appropriate release, in a form as attached hereto as Exhibit"B" which is incorporated herein for all intents and purposes. However, in the event the Bank shall fail and/or refuse to pay,upon written demand and notice given at least twenty- four(24)hours before the date any time deposits on deposit with the Bank by the City of Baytown are due, Trustee is hereby instructed and authorized to deliver to the Finance Director of the City of Baytown all bonds and/or securities deposited hereunder without further authorization, release or direction from the Bank so long as the City of Baytown has furnished Trustee a certified copy of a resolution duly enacted by the City Council of the City of Baytown which shall provide: 1. That written notice and demand for payment had been made twenty-four(24) hours prior to the date time deposits on deposit with the Bank were due. 2. That a release of bonds on deposit with Trustee had been furnished to the Bank in a form as attached hereto, at least twenty-four (24) hours prior to the enactment of such order. 3. That the Bank has refused and/or failed to pay to the City of Baytown time deposits then due. 4. That a certified copy of said order has been delivered to the Bank at least one (1) hour prior to its presentment to the Trustee for release of the bonds or securities deposited hereunder. In executing this Safekeeping Agreement,the Bank does agree to be bound by the provisions herein, and does hereby release and forever discharge the Trustee from any liability of the release of said bonds to the Finance Director of the City of Baytown as herein specified. STATE OF TEXAS § COUNTY OF HARRIS § Before me on this day personally appeared Shirley Brannan , in his capacity as Client Service Officer of Texas Commerce Bank,on behalf of such corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. SUBSCRIBED AND SWORN before me this /(p day of _, 1996. Notary Public in and for the State of Texas c:klh 17\finance\safekeeping.agr .e•-!--mow SUSIE BECVAR 1 0:,.: '\�...; NOTARY PUBLIC 'S ... `• , . STATE OF TEXAS :•.:;, My Comm Exp. 1-29-2000 SCHEDULE OF BONDS TO BE DEPOSITED IN SAFEKEEPING DATE OF BONDS SECURITY FOR INTEREST RATE MATURITY MOODY'S MARKET ISSUANCE ISSUED BY PAYMENT DATE RATING VALUE Banquette ISD 7.300$ 02/15/2002 Brownsboro ISD 4.250% 02/15/1997 Cedar Hill TX GO 6.500% 01 /15/2002 ,Lee College TX CO 7.800% 08/15/1997 Midland Cnty CTF 6.250% 08/15/1998 Nacogdoche TX ISD 7.100% 07/01/2000 Pearland TX ISD 7.000% 02/15/2003 West Univ Place —X 6.900% 04/01/1999 I certify the above and foregoing Schedule of Bonds to be Deposited in Safekeeping is true and correct and the bonds will be deposited and enforced when required, subject to the conditions in the Safekeeping Agreement, attached hereto. BANK r jf "—/d/3,4/-4-41 . OFFI .4 n, J, )7 —G4Q7, /P• ATTEST: EXHIBIT "A" PARTIAL RELEASE OF THE CITY OF BAYTOWN The undersigned FINANCE DIRECTOR of the CITY OF BAYTOWN hereby authorizes the Bank to release the securities identified by the list attached hereto pursuant to the Safekeeping Agreement with said Bank because (a)the Bank has paid to the City monies in the amount of previously held on deposit; (b)there has been a substitution of collateral and a list of the substituted collateral is attached hereto; or (c)there is excess collateral pledged as security. Signed this the day of , 19 . FINANCE DIRECTOR OF THE CITY OF BAYTOWN STATE OF TEXAS § COUNTY OF HARRIS § SUBSCRIBED AND SWORN TO BEFORE ME on this the day of 19 [seal] NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS c:\rel ease\finance.dir EXHIBIT "B"