Ordinance No. 9,926 BANK DEPOSITORY CONTRACT
THE STATE OF TEXAS §
COUNTY OF HARRIS §
This BANK DEPOSITORY CONTRACT is made and entered into on the date last herein
written by and between CITY OF BAYTOWN, hereinafter called "DEPOSITOR," and BANK
ONE, NA, a Federal 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
by DEPOSITOR'S employee, regardless of whether or not the employee has an account with
BANK.
Bank Depository Contract,Page 1
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 Baytown Area Water Authority (BAWA) and
Harris County Organized Crime and Narcotics Task Force (HCOCNTF) accounts, are
credited to a single concentration account.
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 BAWA and HCOCNTF are credited to their respective accounts.
5. The funds remaining in the concentration account, after the transfers to the
disbursement account and funds remaining in the BAWA and HCOCNTF accounts
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 G of the Proposal 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
BAWA and HCOCNTF accounts, 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 herein above 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 ledger credit on
funds BANK receives before 3:00 p.m. Deposits will not be encoded or sorted. BANK
agrees to credit the concentration account for all checks in accordance with BANK's
Bank Depository Contract,Page 2
availability schedule, which is attached hereto as Exhibit "B" and incorporated herein
for all intents and purposes.
Monthly Statement: BANK shall provide printed and electronic 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 or Internet
(ONE NET WIRES) instructions. BANK shall assign passwords or personal
identification numbers to persons authorized by DEPOSITOR to make wire transfers.
Call back procedures may be used to independently verify the transfer. Wire transfers
ordered by 2:00 p.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 failure to consummate a transfer. All transfers will be made
using the Federal Reserve 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: In the event the ONE NET INFORMATION REPORTING
SERVICE is not available to DEPOSITOR for any reason, BANK shall provide
DEPOSITOR timely, accurate information when DEPOSITOR telephones BANK to
inquire about the ledger and collected balance in the concentration account.
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 printed and electronic bank statements in a
mutually-acceptable format 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, as
well as an electronic file of cancelled checks in a flat ASCII file or other mutually
acceptable format.
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.
Bank Depository Contract,Page 3
Stop Payments: BANK shall issue stop payments upon telephone or internet (ONE
NET CHECK SERVICES) communication from authorized DEPOSITOR's personnel.
If the stop payment is issued by telephone, 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 printed and electronic bank statements in a
mutually-acceptable format for the payroll 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, as
well as an electronic file of cancelled checks in a flat ASCII file or other mutually
acceptable format.
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 or internet (ONE
NET CHECK SERVICES) communication from authorized DEPOSITOR's personnel.
If the stop payment is issued by telephone, DEPOSITOR will provide written
confirmation of the telephone transaction and BANK will provide written confirmation
of the stop payment.
Baytown Area Water Authority (BAWA) Operating Account
Account Description: DEPOSITOR requires and BANK will provide a BAWA
Operating account into which DEPOSITOR's receipts for BAWA will be deposited. At
the end of each day, the collected cash balance in the BAWA account will be
automatically invested overnight at the "Overnight Investment Rate," as herein above
defined.
Deposits: DEPOSITOR will make deposits to the BAWA account at various times
during the business day and will require BANK to give same day ledger credit on
funds BANK receives before 3:00 p.m. Deposits will not be encoded or sorted. BANK
agrees to credit the BAWA 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 and electronic bank statements for
the BAWA 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.
Bank Depository Contract,Page 4
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 BAWA account to
Concentration Account, various vendors, paying agents and brokers upon telephone or
internet (ONE NET WIRES) instructions. BANK shall assign passwords or personal
identification numbers to persons authorized by DEPOSITOR to make wire transfers.
Call back procedures may be used to independently verify the transfer. Wire transfers
ordered by 2:00 p.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 failure to consummate a transfer. All transfers will be made
using the Federal Reserve 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_: In the event the ONE NET INFORMATION REPORTING
SERVICE is not available to DEPOSITOR for any reason, BANK shall provide
DEPOSITOR timely, accurate information when DEPOSITOR telephones BANK to
inquire about the ledger and collected balance in the BAWA Operating account.
Harris County Organized Crime and Narcotics Task Force (HCOCNTF) Operating
Account
Account Description: DEPOSITOR requires and BANK will provide a HCOCNTF
Operating account into which DEPOSITOR's receipts for HCOCNTF will be
deposited. At the end of each day, the collected cash balance in the HCOCNTF
account will be automatically invested overnight at the "Overnight Investment Rate,"
as herein above defined.
Deposits: DEPOSITOR will make deposits to the HCOCNTF account at various times
during the business day and will require BANK to give same day ledger credit on
funds BANK receives before 3:00 p.m. Deposits will not be encoded or sorted. BANK
agrees to credit the HCOCNTF 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 and electronic bank statements for
the HCOCNTF 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 HCOCNTF
account to Concentration Account, various vendors, paying agents and brokers upon
Bank Depository Contract,Page 5
telephone or internet (ONE NET WIRES) instructions. BANK shall assign passwords
or personal identification numbers to persons authorized by DEPOSITOR to make wire
transfers. Call back procedures may be used to independently verify the transfer. Wire
transfers ordered by 2:00 p.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 failure to consummate a transfer. All transfers
will be made using the Federal Reserve 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: In the event the ONE NET INFORMATION REPORTING
SERVICE is not available to DEPOSITOR for any reason, BANK shall provide
DEPOSITOR timely, accurate information when DEPOSITOR telephones BANK to
inquire about the ledger and collected balance in the HCOCNTF Operating account.
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
hundredpercent (100%) of market, for U. S. Treasury Bills, Notes, and Bonds with a remaining
t for other
102/o of market maturity of three (3) years or
less and at one hundred two percent ( )
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 2256 of
the Texas Government Code) as eligible investments. Additionally, U. S. Treasury securities shall be
the primary (but not only) securities accepted as collateral. These items constitute the only acceptable
means of collateralizing DEPOSITOR'S deposits. Repurchase agreements are not acceptable as
collateral to DEPOSITOR. The securities must be held in safekeeping by the Federal Reserve Bank of
Dallas or another third party financial institution pursuant to a safekeeping agreement signed by
depository bank and 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.
Bank Depository Contract,Page 6
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
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 a 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 the 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 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.
Bank Depository Contract,Page 7
Overnight Investment of all Collected Funds: DEPOSITOR requires and BANK agrees that
all collected funds remaining in the Concentration, BAWA and HCOCNTF accounts 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
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,
g. Total cost per service,
h. Total cost of all services rendered,
i. Total required balances for services rendered, and
j. Earnings credit amount.
Direct Deposit: BANK is required to produce twice a month or every two weeks, as
designated by the DEPOSITOR, payroll transfers from a file furnished by DEPOSITOR in NACHA
file 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.
Direct Draft: BANK is required to produce direct drafts from DEPOSITOR's customer
accounts from an ASCII file furnished by DEPOSITOR in ACH format for transfer of funds
directly into the DEPOSITOR's Concentration Account.
VIII.
TERM
DEPOSITOR, through action of its governing body, hereby designates BANK as a
depository for the period beginning October 27, 2004, and continuing through September 30, 2007,
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 two years 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
Bank Depository Contract,Page 8
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
BAWA and HCOCNTF accounts by debit to the Concentration account. DEPOSITOR will pay for
services rendered for the BAWA and HCOCNTF accounts by debit to the respective BAWA and
HCOCNTF accounts. 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
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.
Bank Depository Contract,Page 9
XIII.
RELEASE
By this Agreement, the DEPOSITOR does not consent to litigation or suit, and the
DEPOSITOR hereby expressly revokes any consent to litigation that it may have granted by the
terms of this Agreement or any other contract or agreement, any charter, or applicable state law.
Nothing herein shall be construed so as to limit or waive the DEPOSITOR's sovereign immunity.
The BANK assumes full responsibility for its services performed hereunder and hereby releases,
relinquishes and discharges the DEPOSITOR, its officers, agents, and employees from all claims,
demands, and causes of action of every kind and character, including the cost of defense thereof, that is
caused by or alleged to be caused by, arising out of, or in connection with the BANK's services to be
performed hereunder. This release shall apply with respect to the BANK's services regardless of whether
said claims, demands, and causes of action are covered in whole or in part by insurance,but shall have no
effect on(a)DEPOSITOR's obligations under Article X(Bank's Compensation) or(b)BANK's ability to
enforce its rights under said Article X.
Notwithstanding anything contrary in this Agreement, including but not limited to the
preceding paragraph of this Article XII:
a. Bank is entitled to rely upon, and will not incur liability to DEPOSITOR as a result
of, acting in accordance with instructions that (i) BANK receives from DEPOSITOR
regarding the services provided by BANK under this Agreement and (ii) are in
accordance with any applicable security procedures that have been established
pursuant to this Agreement.
b. Neither DEPOSITOR nor BANK shall be liable for incidental, indirect, special or
consequential damages, regardless of the form of action and even if the party has
been advised of the possibility of such damages.
XIV.
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.
XV.
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.
Bank Depository Contract,Page 10
XVI. 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
Bank One, NA
Attn: First Vice President
P.O. Box 2629
Houston 77252-2629
Fax No. 713-751-6199
DEPOSITOR
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522-0424
Fax No. 281-420-6586
XVII. 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.
XVIII.
GOVERNING LAW AND VENUE
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.
XIX.
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.
Bank Depository Contract,Page 11
XX.
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.
XXI.
ENTIRE CONTRACT;PRIORITY OF DOCUMENTATION
This Agreement,which consists of this DEPOSITORY CONTRACT and the Exhibits hereto,
contains all the agreements of the parties relating to the subject matter hereof and is the full and final
expression of the agreement between the parties. This Agreement may be amended(to provide for
additional services or otherwise), assigned or subcontracted only by a document executed by both parties.
Any attempt to amend, assign or subcontract this Agreement in violation of this subsection will be null
and void.
All Exhibits hereto are incorporated into and made part of this Agreement. In the event of any
inconsistency among this DEPOSITORY CONTRACT and the Exhibits,they shall control in the
following order of priority:
1. This DEPOSITORY CON TRACT
2. Exhibit A—Request for Proposal and BANK Proposal Form
3. Exhibits C through H-BANK Documentation
Exhibit C-Bank One Commercial Account Agreement
Exhibit D-Bank One Safekeeping Agreement
Exhibit E-Bank One Zero Balance/Controlled Disbursement Authorization
Exhibit F-Pledge Agreement Form&Instructions
Exhibit G-Bank One Banking Resolution
Exhibit H-Bank One Commercial Signature Card
XXII.
AMBIGUITY
In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed
for or against any party hereto on the basis that such party did or did not author the same.
XXIII. •
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 12
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 /6t day of do✓ember , 2004, the date of
execution by the City Manager of the City of Baytown. •
BANK ONE, NA •
(Si ature
(Printed Name)
f v P
(Title)
CITY OF B TOWN
GARY ACKS ity Manager
ATTEST:
GARY0SMITH, City Clerk
•
APPROVED AS TO FORM:
442t0eD
IGNACIO RAMIREZ, SR., ity Attorney
STATE OF TEXAS §
COUNTY OF HARRIS §
Before me on this day personally appeared aA-VA,U C . •Q v t 11co_ , in his
capacity as c A u ti` s Ir Q&(CIc, of Bank One, NA, on behalf of such
corporation, known to me to be the person whose name is subscribed to the foregoing instrument and
Bank Depository Contract,Page 13
acknowledged to me that he executed the same for the purposes and consideration therein
expressed. �
SUBSCRIBED AND SWORN before me this k D ' day of CIA) ilk_
2004.
Nota Publi in and for t ate of xas
4 4'4. JEANENE R.YOUNG
* Notary Public,State of Texas
ilf� Commission Expires Dec.7,2004
Bank Depository Contract,Page 14
EXHIBIT A
TO
BANK DEPOSITORY CONTRACT
BETWEEN
CITY OF BAYTOWN
AND
BANK ONE,NA
Request for Proposal and Bank Proposal Form
[TO BE INSERTED]
342017:v2
Financial Services Division tel 713 751 b100
Mail Code TX2-4390
910 Travis.
Houston,TX 77002-5850
AMIE
BANK ONE Important, Please Read
May 7, 2004
Ms. Rhonda Young,Treasurer
City of Baytown
2123 Market Street
Baytown,TX 77520
RE: Depository Services (RFP#0402-03)
To the City of Baytown:
We are proud to present to the City of Baytown this proposal for financial services. We
are a relationship-driven organization, committed to our clients and driven to deliver the
best solutions.
Why Bank One:
• Relationship Team: An outline of the relationship team for the City of Baytown is
attached. The relationship team will consist of experienced professionals with broad
public fund expertise. Most importantly, the City of Baytown will have one key
contact to oversee the City's services and needs.Your Bank One team will perform an
annual Relationship Review to formally review services provided and receive
comments on service quality.
• Customer Service: Bank One has structured its Commercial Client Services Division
based on market surveys of our client's needs for superior service. The City of
Baytown will be assigned its own Houston based Commercial Client Services
professional to handle day-to-day inquiries and research. The City of Baytown will
benefit via increased turnaround on research requests and service that is
personal,prompt, and local.
• Pricing: We hope you find our overall pricing competitive. The City can choose fee
pricing per the attached schedule or no fees,with a collected balance of$1,170,000.
• Merchant Processing: Bank One, through its partner Paymentech, is a leader in
providing credit card processing for both "on site" and web applications. We can
provide the support you need to allow City courts and other departments to accept
cards for payment. As an experienced processor of web transactions, we can work
with you to provide residents a means to pay water and other fees via card or
electronic check.
_2_ May 7, 2004
• Employee Banking / Direct Deposit: To help you increase direct deposit, Bank One
ro am with manybenefits, at no cost to the City. To
banking
offers an employee program
streamline the payroll function for the City's increased summer employment, we can
explore the benefits of using payroll cards.
• Treasury Management Capabilities: Bank One is a full service treasury
management provider. Services such as lockbox, merchant processing, web-based
information reporting, positive pay, and ACH are considered core services. Product
information is included in the bid.
• Commitment to Public Entities: Bank One has a long tradition of providing
financial services to public entities. As a result of our commitment to public entities,
relationship team experience, service and product capabilities, our public fund
customer base in Texas has grown to approximately 240 relationships. We encourage
you to validate our commitment and service levels.
This proposal is subject to and conditioned upon a mutually agreeable contract between
the City of Baytown and Bank One. Bank One also requires execution of all applicable
product and service agreements. If you have any questions regarding the proposal or
need clarification, we would be happy to meet with your staff, or please contact Art
Neville at 713-751-6603 or Reggie Peppers at 713-751-3534.
Sincerely,
/W),
ur K.Neville
First Vice President
.r
•
r'"rt n '
BAYTOWN
CITY . OFBAYTOWN
Purchasing (281)420-6524
P.O.BOX 424 Baytown,Texas 77522-0424
ADDENDUM #1 .
APRIL 22, 2004
REQUEST FOR PORPOSAL ("RFP") BANK DEPOSITORY SERVICES
NUMBER: RFP 0402-03
ADDENDUM #1
Please ADD the following addendum #1 to the specifications, Page 7, Section V., R.
VISA/MasterCard Credit Cards as follows:
Based on the fact the City does not have historical data for the above credit card
information, Proposer shall instead state whether they have the ability to implement
such a program. The City's main concern is the Proposer have the service
available. Proposer may provide a cost projection based on another !city
comparable in size to the City of Baytown.
Propser shall include and submit the addendum as part of his/her proposal. Any questions
concerning this addendum should be directed to:
Travis Doughty
Purchasing Manager
Purc g
Phone: (281)420-6525