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08-13-20-3.17 - Resolution - 08/13/2020
RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS, SELECTING A DEPOSITORY BANK AND AUTHORIZING THE MAYOR TO ENTER INTO A CONTRACT REGARDING SAME; AND CONTAINING OTHER PROVISIONS RELATED TO THE SUBJECT MATTER. WHEREAS, the City of College Station, Texas, gave notice to various banks, credit unions and saving associations requesting the submission of applications for the performance of depository services in accordance with § 105.012 Texas Local Government Code; and WHEREAS, in accordance with § 105.016 Texas Local Government Code the City Council of the City of College Station, Texas, now desires to designate Truist Bank to serve as a depository for the City’s funds; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: PART 1: That the facts and recitations set forth in the preamble of this Resolution are declared true and correct. PART 2: That the City Council hereby designates Truist Bank to serve as a depository for the City of College Station’s funds and herein so orders this to be recorded in its minutes. PART 3: That the City Council hereby approves the contract with Truist Bank for depository banking services under the terms and conditions set forth in the Bank Depository Contract attached hereto as Exhibit “A” and incorporated herein. PART 4: That the City Council hereby authorizes the Mayor to execute this Contract. PART 5: That this resolution shall take effect immediately from and after its passage. ADOPTED this day of , A.D. 2020. ATTEST: APPROVED: City Secretary MAYOR APPROVED: City Attorney 13th August 08-13-20-3.17 Exhibit “A” Resolution No. 08-13-20-3.17 Page 2 of 292 BANK DEPOSITORY CONTRACT THE STATE OF TEXAS )( COUNTY OF BRAZOS )( This Bank Depository Contract (the “Contract”) is made and entered into by and between the City of College Station, Texas (the “City”) and Truist Bank (the “Bank”) a bank chartered by the State of Texas. Section 1. Designation as Depository: The City, through action of its Governing Body, hereby designates the Bank as its depository for banking services for a five-year term beginning October 1, 2020, and ending September 30, 2025. Section 2. Designation of Custodian: The Bank hereby pledges securities as shown in Exhibit A, attached hereto and incorporated herein for all purposes, as a pledge to the City to secure its deposits of funds of said City, as provided for in said designation, said securities in the part and appraised value equal to or at least 105% of the largest combined balance plus accrued interest the City maintains in the bank, less the amount provided by the Federal Deposit Insurance Corporation (FDIC). The said securities, during the life of this Contract, are to be held and retained in the custody of the Federal Reserve Bank, hereinafter called the Custodial Bank. The Bank will at all times keep on deposit with said Custodial Bank an amount of securities equal in value to 105% of the largest combined balance the City of College Station maintains in the Custodial Bank. This amount will exclude deposit insurance as provided, now or hereafter, by the Federal Deposit Insurance Corporation. No securities pledged with the Custodial Bank will be withdrawn, released or substituted without the prior written consent of the City’s designated representative. The City will release collateral only if it is satisfied that such collateral is not needed as security for the City’s deposits. The Bank shall have the right at all times to collect interest accruing on said securities. It shall also have the right to collect any maturing securities, but at the same time must replace an equal amount of acceptable securities in lieu thereof. It is the condition of this pledge that The Bank will faithfully perform all duties and obligations imposed by law, City Charter, or ordinance upon it as a City Depository, and that it shall faithfully, upon presentation, pay any and all checks and drafts upon said Depository by the City of College Station, Texas, and that the said Bank shall faithfully keep all funds of said City of College Station, Texas, deposited with it and account therefor according to law. During the life of this Contract the said City of College Station, Texas, shall have a first and prior lien upon all of said securities which may now or hereafter be in the hands of the said Custodial Bank to secure the faithful performance of this Contract and the observance of the above conditions. After obtaining the approval of the City Council of the City of College Station, Texas, or its designated agent, the Custodial Bank may be changed and the securities deposited with such other Custodial Bank as may be approved by the City of College Station, Texas. Resolution No. 08-13-20-3.17 Page 3 of 292 Section 3. Financial Position: The Bank will provide a statement of its financial position on at least a quarterly basis. The Bank will provide an annual statement audited by its independent auditors including a letter as to its “fair representation”. Section 4. Authorized City Representative: For the term of this Contract, the City designates the individuals as listed in Exhibit B as authorized to represent and act for the City in any and all matters including collateral assignment and substitution, execution of agreements and transfer of funds. Any change in these representatives will be made in writing. Section 5. Scope of Services: The City’s Request for Application (“RFA”), dated May 15, 2020, including the Bank’s response to the RFA (the “Response”) is attached hereto as Exhibit C and incorporated into this Contract for all purposes, including service charges, time deposit, demand deposit and loan rates. If any provisions of the RFA and Response and this Agreement are in conflict, this Agreement will control. The Bank shall faithfully perform all of its duties and obligations required by the laws of the State of Texas for public funds depositories and shall upon presentation pay all checks drawn on it against collected funds on demand deposits, and shall, at the expiration of the Contract, turn over to its successor all funds, City-owned securities, property and things of value held as depository. The City shall have the power to determine and designate the character and amount of the funds to be deposited in the Bank. The City may arrange for time deposits and the Bank may accept such deposits subject to the terms of the Bank’s Response. This Contract, along with all Exhibits and other incorporated documents shall constitute the entire agreement between the parties. Section 6. Contract Amount. The total amount compensated for services rendered under this Contract shall not exceed One Hundred Thousand and No/100 Dollars ($100,000.00). Section 7. Default: In the event of a default, failure or insolvency of the Bank, the City shall be deemed to have vested full title to all securities pledged under this Contract. The City is empowered to take possession of and transfer and or sell any and all securities. If the security is liquidated, any proceeds over the defaulted amount, plus expenses related to liquidation, shall be returned to the Bank. This power is in addition to other remedies which the City may have under this Contract and without prejudice to its rights to maintain any suit in any court for redress of injuries sustained by the City under this Contract. Section 8. Assignment: This Contract cannot be transferred or assigned to another party without the written consent of the City and may be subject to cancellation if such consent is not requested. Any and all expenses incurred by the City which are directly caused by a change in management, ownership of the Bank or a merger during the term of this Contract shall be reimbursed to the City by the Bank. Such costs shall be limited to reasonable “direct expense” related to a changeove r to a new bank. Section 9. Termination: This Contract may be terminated by either the City or the Bank by giving sixty (60) days prior written notice to the parties. Resolution No. 08-13-20-3.17 Page 4 of 292 Section 10. Law Governing: All applicable provisions and requirements of the laws of the State of Texas governing depositories for the City shall be a part of this Contract. Section 11. Bank Authorization: The Bank represents and warrants that this Contract is made pursuant to and is duly authorized by the Board of Directors of the Bank and recorded in the official records of the Bank. Section 12. Effective Date. This Contract shall take effect upon the approval thereof by the City of College Station, Texas, to be evidenced by the signature of the Mayor hereunto affixed, attested by the City Secretary, and the seal of said City of College Station, Texas and by a certified copy of resolution of the City Council of the City of College Station, Texas, approving this Contract, attached hereto as Exhibit D and incorporated into this Contract for all purposes. A written acceptance of the said Custodial Bank to be evidenced by the signature of an officer, duly and lawfully authorized by a resolution of the Board of Directors or similar document, shall be attached hereto as Exhibit E and incorporated into this Contract for all purposes. Section 13, Waiver. Failure of either party, at any time, to enforce a provision of this Contract shall in no way constitute a waiver of that provision nor in any way affect the validity of this Contract, any part hereof, or the right of the City thereafter to enforce each and every provision hereof. No term of this Contract shall be deemed waived unless the waiver shall be in writing and signed by the party claimed to have waived. List of Exhibits “A” Securities pledged by Bank “B” List of authorized individuals to represent City of College Station “C” City’s RFA and Bank’s Response “D” Resolution of City of College Station “E” Resolution of Bank TRUIST BANK By: Title Date: Resolution No. 08-13-20-3.17 Page 5 of 292 CITY OF COLLEGE STATION By: Mayor Date: ATTEST: City Secretary Date APPROVED: City Manager Date City Attorney Date Assistant City Manager/CFO Date Resolution No. 08-13-20-3.17 Page 6 of 292 Resolution No. 08-13-20-3.17Page 7 of 292 *Pledged Securities are subject to change based on depository balances. EXHIBIT A Exhibit B LIST OF AUTHORIZED INDIVIDUALS TO REPRESENT THE CITY OF COLLEGE STATION Bryan Woods, City Manager Jeffrey Capps, Interim City Manager Jeff Kersten, Assistant City Manager/CFO Mary Ellen Leonard, Finance Director Michael Dehaven, Assistance Finance Director Resolution No. 08-13-20-3.17 Page 8 of 292 Exhibit C City’s Request for Applications And Bank’s Response Resolution No. 08-13-20-3.17 Page 9 of 292 Page 1 of 2 City of College Station 1101 Texas Ave * College Station, TX 77840 * (979) 764-3555 www.cstx.gov ADDENDUM NO. 1 RFA NO. 20-051 Date: June 1, 2020 To: All Interested Parties From: Lisa D. Davis, Buyer Re: RFA No. 0-051, Bank Depository Services The following information related to Request for Application No. 20-051 is hereby made a part of the RFA Documents for the above referenced solicitation. RFA REVISIONS Page 14, Flexible Benefits Account, 2nd paragraph: The Financial Institution will be required to notify the City each morning, no later than 10:00 A.M., of the total amount of checks clearing for that day. This sentence has been amended to read as follows: The Financial Institution will be required to notify the City each morning, no later than 10:00 A.M., of the total amount of checks cleared from the prior day. Q&A The following questions have been posted to the Brazos Valley e-Marketplace for RFA No. 20-051: Q: From the Questionnaire, Banking Services, #32, 33 & 39: What items does the City encode on the checks? Are the items mentioned in #32 and #33 the same items mentioned in question #39? A: Questions #32, 33 & 39 relate to producing an Image Cash Letter for deposit of large quantities of checks. Q: Coin Machine: Is the City requesting use of our coin machine? (Page 10 of the RFA) A: Yes Resolution No. 08-13-20-3.17 Page 10 of 292 REQUEST FOR APPLICATION BANK DEPOSITORY SERVICES RFA NO. 20-051 DUE DATE: FRIDAY, JUNE 5, 2020 @ 2:00 P.M. C.S.T. CITY OF COLLEGE STATION, TEXAS 1101 Texas Ave. College Station, TX 77842 www.cstx.gov Resolution No. 08-13-20-3.17 Page 11 of 292 CONTENTS INTRODUCTION DEFINITIONS, GENERAL TERMS AND CONDITIONS SPECIFIC TERMS AND CONDITIONS BANKING SERVICES AND REQUIREMENTS ACCOUNT INFORMATION COLLATERAL REQUIREMENTS EVALUATION CRITERIA APPLICATION INSTRUCTIONS/REQUIREMENTS CERTIFICATION OF APPLICATION EXHIBIT A – CITY INVESTMENT POLICY EXHIBIT B – LOCAL GOVERNMENT CODE – CHAPTER 105 EXHIBIT C – GOVERNMENT CODE – CHAPTER 2257 EXHIBIT D – LOCAL GOVERNMENT CODE – CHAPTER 171 EXHIBIT E – DEPOSITORY CONTRACT APPLICATION FORM I – PROPOSAL FORM (Separate Excel File) APPLICATION FORM II – QUESTIONNAIRE (Separate Word File) APPLICATION FORM III – BANK PERFORMANCE ANALYSIS (Separate Excel File) Resolution No. 08-13-20-3.17 Page 12 of 292 INTRODUCTION A. Request for Applications The City of College Station (the “City”) is seeking applications from eligible financial institutions to serve as the City’s banking service depository. This includes the basic services of receiving deposits, paying items, sending wired funds, receiving wired funds, stop payments, positive pay, banking reports and other normal business banking activities. This agreement will not cover any investment transaction. The City plans to manage its own investment portfolio per its Investment Policy (Exhibit A). It is the intent of the City of College Station to select a single Applicant to accomplish services outlined in this Request for Application, or “RFA”; although we reserve the right to award a portion, or portions, to multiple applicants if beneficial to the City. Financial institutions (“banks”) desiring to respond to this RFA should bear in mind that the City wishes to pursue an aggressive cash management and investment program. Further, the City views maximized investment interest as a viable and material revenue to all funds. The City’s cash management policy shall be designed and managed in a manner responsive to the public trust and consistent with State and local law (Exhibit B – Local Government Code, Chapter 105, and Depositories for Municipal Funds Law, Exhibit C – Government Code, Chapter 2257, and Collateral for Public Funds Law). This Request for Application, or “RFA”, is intended to serve as the application form for the depository agreement. There are several schedules to complete and questions (Application Form II) to be answered. The depository contract shall include the response to the RFA. All points outlined and materials requested should be incorporated into the reply to be considered for evaluation. Attachments will be appropriate in order to provide some of the requested information. The City reserves the right to select one or more financial institutions doing business in College Station, Texas to accomplish the Services set forth in this RFA. B. Objectives of the Application At the outset, the City wishes to communicate the primary objectives of the depository application, an important component of the overall cash management program of the City of College Station: 1. To maximize cash availability and to maximize yield after satisfying the goals of safety and liquidity; 2. To seek a Financial Institution capable of providing banking services and willing to be attentive and responsive to the City’s money matters; Resolution No. 08-13-20-3.17 Page 13 of 292 3. To seek a Financial Institution which meets the legal qualifications and the terms and conditions specified in this Request for Application; and 4. To develop a foundation for a good working relationship with the depository bank. C. Requirement Guidelines Electronic applications, in the format prescribed herein, shall be uploaded to the Brazos Valley e- Marketplace (“Bidding System”) at https://brazosbid.ionwave.net until 2:00 p.m. on Friday, June 5, 2020. Applications shall be addressed to: Michael Dehaven, Assistant Finance Director City of College Station 1101 Texas Avenue College Station, Texas To download solicitation documents, upload Applications and to submit questions online, Financial Institutions must be registered with the Bidding System. To register, please visit the Brazos Valley e-Marketplace website and click on “Supplier Registration”. (Please note that the City of College Station is not responsible for high internet traffic/demand at or near the time the response packages are due and that Financial Institution’s submitting their response package during peak traffic times risk their submittal not being received by the due date and time.) D. The schedule for this Request for Application is as follows: Release RFA to Vendors Friday, May 15, 2020 Advertisement Dates Friday, May 15, 2020 Deadline for Questions Friday, May 29, 2020 @ 2:00 p.m. Proposal Submission Deadline Friday, June 5, 2020 @ 2:00 p.m. Council Consideration Thursday, July 23, 2020 @ 7:00 p.m. Earliest Contract Award Thursday, July 23, 2020 Initial Contract Term October 1, 2020 – September 30, 2023 Resolution No. 08-13-20-3.17 Page 14 of 292 DEFINITIONS, GENERALTERMS AND CONDITIONS Definitions In order to simplify the language throughout this request for applications, the following definitions shall apply: BRAZOS VALLEY E-MARKETPLACE – Same as Online Bidding System. CITY OF COLLEGE STATION – Same as City. CITY COUNCIL – The elected officials of the City of College Station, Texas given the authority to exercise such powers and jurisdiction of all City business as conferred by the State Constitution and Laws. CONTRACT – An agreement between the City and a Bank to furnish services over a designated period of time during which repeated use will be made of the service specified. CITY – The government of the City of College Station, Texas. COOPEATIVE AGREEMENT - Any governmental entity(s) that has entered into a joint interlocal purchasing cooperative agreement with the City of College Station, Texas. DEPOSITORY CONTRACT – An agreement between the City and a Financial Institution to furnish services over a designated period of time during which repeated use will be made of the service specified. FINANCIAL INSTITUTION(s) – Banks, credit unions and savings associations submitting applications. RFA – Request for Application Electronic Documents Financial Institution’s may be supplied with the original documents in electronic form to aid in the preparation of application(s). By accepting these electronic documents, Financial Institution’s agree not to edit or change the language or format of these documents. Submission of an application by Financial Institutions signifies full agreement with this requirement. Receipt of Applications The submitted Application(s) must be uploaded to the Brazos Valley e-Marketplace (online bidding system) prior to the time and date specified. The mere fact that the Application was dispatched will not be considered; the Financial Institution must insure that the Application is actually delivered to the City’s Purchasing Office. Applications transmitted to the City via fax or email will not be accepted. Resolution No. 08-13-20-3.17 Page 15 of 292 Questions and Inquiries In order to ensure a fair and objective RFA process and evaluation, all questions and inquiries about any aspect of this RFA shall be addressed in writing via the Q&A feature available through the Brazos Valley e-Marketplace (Online Bidding System). The deadline for written questions and inquiries is 2:00 p.m. on Friday, May 29, 2020. Reservations The City reserves the right to accept or reject any or all Applications as a result of this request, to negotiate with all qualified Financial Institutions, or to cancel, in part or in its entirety, this Request for Application if found in the best interest of the City. The City also reserves the right to request additional information and/or clarification of items submitted in the application. All Applications become the property of the City. Reimbursements There is no express or implied obligation for the City to reimburse responding Financial Institutions for any expenses incurred in preparing Applications in response to this Request for Application. The City will not reimburse responding Financial Institutions for these expenses, nor will the City pay any subsequent costs associated with the provision of any additional information or presentation, or to procure a contract for these services. Certification Applications must be completed and submitted as required in this document. The Certification form must be fully completed and included with Application. Communication The City shall not be responsible for any verbal communication between any employee of the City and any potential applicant. Only written requirements and qualifications will be considered. Management Should there be a change in the Financial Institution’s ownership or management the contract may be canceled at the option of the City unless a mutual agreement is reached with the new owner or manager to continue the contract pursuant the existing contract terms, conditions and pricing. Negotiations Negotiations may be conducted with responsible Financial Institutions who submit Applications that are reasonably susceptible of being selected. All Financial Institutions reasonably susceptible of being selected based on criteria set forth in this RFA may be given an opportunity to make a presentation and/or interview with the Application Review Committee. Following any presentation and/or interviews, Financial Institutions will be ranked in order of preference and contract negotiations will begin with the top ranked Financial Institution. Should negotiations with the highest ranked Financial Institution fail to yield a contract, or if the Financial Institution is unable to execute said contract, negotiations will be formally ended and then commence with the second highest ranked Financial Institution, etc. However, the City may, in its sole discretion, award a contract without interviews, based solely on information supplied in the proposal responses. Resolution No. 08-13-20-3.17 Page 16 of 292 The City reserves the right to reject any and all applications and to re-solicit for applications in such event that negotiations cannot be completed within thirty (30) days. Disclosure At the public opening, there will be no disclosure of contents to competing Financial Institutions, and all applications will be kept confidential during the evaluation and negotiation process. Except for trade secrets and confidential information which the Financial Institution identifies as proprietary, all applications will be open for public inspection after the contract award. Award of the Contract Award of the contract shall be made to the responsible Financial Institution whose application is determined to have the most advantageous depository service offer, and provides the best value to the City, taking into consideration the relative importance of price and other factors set forth in this request for applications. The RFA and the contents will become a part of any subsequent contractual document that may arise from this RFA. In case of discrepancy between the RFA and the submitted Applicant, the RFA will rule. Award of the contract shall be based on demonstrated competence and qualifications, so long as the professional fees are consistent with, and not higher than the published recommended practices and fees of the various professional associations and do not exceed any maximums provided by state law. Interlocal Agreement Successful offeror agrees to extend prices and terms to all entities who have entered or will enter into joint purchasing interlocal cooperation agreement(s) with the City of College Station. SPECIFIC TERMS & CONDITIONS Term The current depository contract terms ends September 30, 2020. This contract shall become effective beginning October 1, 2020 and ending September 30, 2023 and it shall remain in full force and effect with Financial Institutions fixed prices for a period of three (3) years with two (1) one-year renewal options. Renewal Options The City shall have the option of renewing this contract, for two (2) additional one (1) year terms to be awarded one (1) year at a time. Contracts may be renewed upon mutual agreement of the Financial Institution and the City. The City will not consider Contract renewals which include any change in the Contract terms and conditions, except that the City may, upon renewal, mutually agree to change rates, fees or other costs. City will notify Bank thirty (30) days prior to end of original contract term of its desire to renew the contract. Month-to-Month If the City is actively pursuing new application procedures and for whatever reason, cannot finalize the selection process by the end of the contract period, the contract may be renewed month-to- Resolution No. 08-13-20-3.17 Page 17 of 292 month until a new contract is executed as long as the contract term and any renewals does not exceed five (5) years. Termination The City may terminate this Contract at any time upon sixty (60) calendar day’s written notice. The Financial Institution shall be compensated for the services satisfactorily performed prior to the termination date. If, through any cause, the Financial Institution fails to fulfill its obligations under this Contract, or if the Financial Institution violates any of the terms or conditions of this Contract, the City has the right to terminate this Contract by giving the Financial Institution five (5) calendar days written notice. The Financial Institution will be compensated for the services satisfactorily performed before the termination date. No term or provision of this contract shall be construed to relieve the Financial Institution of liability to the City for damages sustained by the City because of any breach of contract by the Financial Institution. The City may withhold payments to the Financial Institution for the purpose of setoff until the exact amount of damages due the City from the Financial Institution is determined and paid. Ownership and Management Should there be a change in the Financial Institution’s ownership or management the contract may be canceled at the option of the City unless a mutual agreement is reached with the new owner or manager to continue the contract pursuant the existing contract terms, conditions and pricing. Assignment It is agreed that the successful bidder will not assign, transfer, convey or otherwise dispose of the contract or its right, title or interest in or to the same, or any part thereof, without previous written consent of the City and any sureties. Mergers Notwithstanding any other provision of this contract which may be to the contrary, this contract and the prospective rights and obligations of the parties hereunder shall remain in full force and effect and not otherwise affected by a merger of the Financial Institution. Ownership of Documents Upon termination of this contract, all finished or unfinished documents or reports prepared by the Financial Institution at the option of the City will become the property of the City. Damages The successful Financial Institution shall be liable for all damages incurred while in the performance of services pursuant to this request. Venue The contract shall be governed in all respects by the laws of the State of Texas. The parties agree that performance and all matters related thereto shall be in a state court of competent jurisdiction in Brazos County, Texas and further that neither party will seek to remove such litigation to the federal court system by application of conflict of laws or any other removal process to any Federal Court or court not in Texas. Resolution No. 08-13-20-3.17 Page 18 of 292 Conflict of Interest No public official or City employee shall enter into a contract on behalf of the City which violates Exhibit D, Local Government Code – Chapter 171, Matters Affecting Public Officers and Employees, and are advised that all contracts are subject to all legal requirements provided in the City Charter and/or applicable City Ordinances, State and Federal Statutes. BANKING SERVICES AND REQUIREMENTS A. General Description of Services Bank services to be provided are listed on the Application Form I, along with estimated monthly volumes. The following identifies and discusses the services to be provided and the requirements to be met. Please attach copies of reports, statements and separate agreements that apply to each service, if applicable. 1. Internet based on-line reporting system To maximize control and investment opportunities the City requires an internet based on- line reporting system which will provide the daily ending ledger and collected balances from the prior day for all accounts, a detail of the prior day’s debits and credits, current day disbursements including check numbers, and current day ACH transactions. This information shall be available by 8:00 A.M. This information also needs to be available via BAI file format. 2. Internet based on-line transaction initiation The internet based on-line system shall allow the initiation and verification of Fed wire transfers, ACH transactions, intra-bank transfers, positive pay and stop payments with user defined security requirements. The ability to initiate Fed wire transfers, ACH transactions, intra-bank transfers, and stop payments via facsimile transmission (fax) with phone verification is also required. Wire transfer and ACH transactions will be both repetitive and non-repetitive. 3. Wire Transfers Incoming - The Financial Institution shall give both ledger and collected credit the day of receipt for incoming wire transfers regardless of the time the Financial Institution receives the transfer through the Fed wire system. Credit to City accounts for incoming wire transfers shall be immediate. The Financial Institution shall allow the City to wire funds out in anticipation of an incoming wire transfer later in the day. The City will notify the depository in advance of any transaction which might cause a temporary (“daylight”) overdraft. Outgoing – The City requires internet access to the Financial Institution’s wire transfer system in order to initiate outgoing repetitive/template and non-repetitive wires. The Financial Institution shall release all wires promptly and provide on-line verification that funds have been sent. As a secondary means, the City shall be able to initiate a wire transfer Resolution No. 08-13-20-3.17 Page 19 of 292 via telephone. Call back secondary authorization and confirmation are required on all telephone initiated wires. 4. Deposit Processing The processing of all deposited items both checks and cash is to include encoding services, same day credit for deposits presented during business hours, clearing returned items twice, and return of stamped duplicate deposit slips to the City within one business day of the deposit. The Financial Institution will notify the City as soon as possible for any deposit adjustments. The Financial Institution will fax or e-mail a copy of deposit adjustments, including supporting detail, to the City prior to posting. This includes notification when a check that is past its void date is re-deposited into the City’s account. The City utilizes an armored car service for the delivery of deposits. City employees or designated representatives in outlying locations may deposit funds at depository locations either during normal business hours or by using night deposit services. 5. Deposit Processing – Cash Letter and Remote Deposit Capture The City’s Utility Billing department processes payments through a remittance processor and will need to continuing to submit daily cash letter files to the Financial Institution. Other City departments currently deposits original checks but would consider remote deposit capture for its high deposit volume departments. The City requires the option of imaging checks for deposit and electronic transfer of the file for same day credit during business hours. If implemented, the system will have data storage and reporting capabilities. 6. Deposit Processing – Coins The City requires the option of being able to utilize the coin counter machines at the bank to assist in counting the coins. 7. Payroll Processing The City offers its employees an automatic payroll deposit service using ACH. The City will furnish a NACHA compatible file which is transferred to the Financial Institution via internet based system provided by the Financial Institution. The City requires confirmation of the receipt of ACH files by the depository. 8. Direct Debit of Customer Accounts The City offers a direct debit payment system for utilities charges. Approximately 10,500 customers use this payment method and the direct deposit service accounts for approximately $2,500,000 monthly. The City requires an internet based system provide by the Financial Institution that allows for ACH templates to be created and stored. The City requires confirmation of the receipt of ACH files by the depository. Resolution No. 08-13-20-3.17 Page 20 of 292 9. Bank Statements The City requires monthly bank statements on all accounts within five (5) working days after the close of the calendar month. Such statements will be available to the City via secure internet link. Statements shall include transaction activity made on the last day of the period. The Financial Institution will furnish imaged copies of checks and deposits in numerical order for all accounts. The statement for all accounts will include a listing of miscellaneous debits and credits that are balanced to the bank statement (partial account reconciliation). For all accounts, the City requires a report reflecting all items paid in serial sequence which is balanced to the bank statement (partial account reconciliation). The City also requires canceled checks and bank statements be furnished on CD-ROM or other mutually agreed upon available media. 10. Account Analysis Statements The City shall require an account analysis statement each month for individually analyzed accounts and a summary statement for all accounts combined. 11. Positive Pay The City requires the option of a positive pay service, which allows for a three (3) way match (payee, check number and check amount). The Financial Institution’s on-line system must allow for email notification of positive pay exceptions. 12. Return Checks and EFT The Financial Institution’s on-line system must allow for electronic access to view return checks or EFT’s. 13. Debit Block Filters The City shall require the ability to control automatic drafts from the depository account and be able to set filters allowing approved parties to draft. The Financial Institution’s on-line system must allow for email notification of positive pay exceptions. 14. Overdrafts The City does not intend to have an overdraft position on any of its bank accounts singly or net throughout the course of the depository contract. In the event a check or checks are presented for payment on any City account with insufficient funds available for payment, the City will require the Financial Institution to pay said check and promptly notify the City’s designated representative(s) of the existence of the overdraft situation. The City agrees to cover the overdraft within a maximum of one business day. The City would expect the depository to view all City accounts together for purposes of charges on overdrawn collected balances. 15. Investments The City intends to manage its own investment portfolio. Therefore, the City reserves the right to withdraw, from time to time, any amount of funds on deposit in any City account and invest those funds in accordance with the investment policy. (Exhibit A) Resolution No. 08-13-20-3.17 Page 21 of 292 B. FEES FOR SERVICES PROVIDED The City desires an equitable reimbursement arrangement for the depository services provided. A direct fee basis for services provided by the Financial Institution with an offsetting earning credit for available balances is the method preferred by the City. Therefore, the monthly account analysis will be considered an invoice and monitored accordingly. The Financial Institution will calculate the total monthly service costs for all accounts and the total monthly earnings credit for all accounts on the account analysis statement. Credit should be given to the City for all account balances grouped together and not just single account balances. If the City discovers it has been overcharged after payment has been rendered, the City will be reimbursed by the Financial Institution. It is the City’s intent that Application Form I reflects all the services and prices for which the Financial Institution will expect payment. It is understood that volumes indicated for the City are estimates based upon the average volumes of relevant transactions in preceding months. Should the City request a service or services not presently included on Application Form I, it is agreed that the Financial Institution’s unit price will be no more than the price appearing on its most recently published price for cash management services. C. OTHER STIPULATIONS 1. The successful Financial Institution shall notify the City in writing within ten (10) days of any changes in Federal or State regulations or laws that would thereafter affect the depository agreement. 2. The Financial Institution shall notify the City of any new services that become available to the City throughout the contract period. 3. The Financial Institution’s records relating to City accounts shall be open to review by authorized City representatives. With prior written approval from the City, the City’s appointed independent auditors may review the Financial Institution’s records relating to all City accounts. Any review of the Financial Institution’s records will be conducted during normal business hours. Access will not be unreasonably requested nor should it be unreasonably withheld. 4. The Financial Institution’s records of City transactions may be considered public records pursuant to the Texas Open Records Act/Public Information Act. 5. The City shall require a review meeting with the Financial Institution’s officer at least once quarterly, or as requested, to evaluate the working relationship between the City and the Financial Institution and address any problems that may arise. 6. The Financial Institution shall be responsible for training and communicating the terms of this contract to its employees. Resolution No. 08-13-20-3.17 Page 22 of 292 PRIMARY ACCOUNT INFORMATION The City intends to establish the following bank accounts. Other accounts may be set up as needed during the term of the contract. 1. Operating Account – Demand deposit account holding a fixed end of day balance earning credits to offset banking services fees. 2. Money Market Account – Demand deposit account earning a money market rate and is the sweep account for the operating account. This account will be required to have a floor of 0% interest. 3. Payroll Account – Zero balance account pulling off the operating account. 4. Child Support Account – Zero balance account pulling off the operating account. 5. Flexible Benefits Account – Zero balance account pulling off the operating account. Operating Account – This account serves as the account into which all deposits will be made and which all operational checks for the City will be cleared. This account will receive all the City’s deposits, including utility bill payments, including those received through ACH draft, user fees, court fines and property taxes. During the previous twelve month period, the average number of monthly deposits and other credits equaled 900 and the average monthly dollar amount deposited equaled $27.9 million dollars. The average number of checks and other debits equaled 644 and the average monthly dollar amount of checks and other debits equaled $23.5 million dollars. Deposited items returned unpaid for NSF and other reasons are charged back to this account. Vendor payments are processed through this account using electronic funds transfers (EFT). A partial reconcilement service is required for this account detailing check number, clearing dates and amounts. The fixed daily ending ledger balance will be set to earn sufficient credits to cover the banking service fees. Money Market Deposit Account – This account will serve as the sweep account for the Operating Account to maintain the required minimum balance to earn sufficient credits to cover the banking service fees. This account will be required to earn an interest rate with a required floor of 0%. Payroll Account – This Account clears only personnel related direct deposits and checks for the City. A Zero Balancing electronic transfer from the Operating Account to the Payroll Account will be used to fund this account. The City has a bi-weekly payroll with an average of 1045 employees representing a net average monthly payroll of approximately $3,200,000. The City offers Direct Deposit of payroll which is utilized by approximately 99% of the employees. A partial reconcilement service is required for this account detailing check numbers, clearing dates and amounts. Resolution No. 08-13-20-3.17 Page 23 of 292 Child Support Account – This account clears only child support payments made to the Attorney General’s office. Payments are made in conjunction with the City’s bi-weekly payroll. This account functions as a zero balance account. Flexible Benefits Account – This account clears only payments made to the City’s flexible benefits 3rd party administrator. Payments are cleared daily through the account. This account functions as a zero balance account. The Financial Institution must have the capability of receiving and sending wire transfers, ACH transfers and direct deposits through these accounts. All accounts require daily balance reporting through a cash management program that is user friendly and internet based. The Financial Institution will be required to notify the City each morning no later than 10:00 A.M. of the total amount of checks clearing for that day. This notification should be made available via personal computer access. The City reserves the right to open or close any number or type of accounts as it deems necessary through the term of the Depository Services Contract. Any services not listed, but later requested by the City, will be charged for a mutually agreed upon fee. Fees proposed shall be fixed for the entire contract period. COLLATERAL REQUIREMENTS 1. Depository Pledge Agreement The City’s daily combined collected balances plus accrued interest must be secured with eligible securities as required by the Public Funds Collateral Act and the City’s approved Investment Policy, Exhibit A of this Request. As security for the deposits of the City, the Financial Institution shall pledge to the City securities with a value equal to at least 105% of the largest combined balance plus accrued interest the City maintains in the bank, less the amount provided by the Federal Deposit Insurance Corporation (FDIC). An estimate of the combined balance of all accounts is included on Application Form I. This Pledge shall be evidenced by a separate Depository Pledge (Custody Account) Agreement in accordance with the requirements of State and Federal Law. The value of the securities comprising the pledge shall be calculated using market value or book value whichever is lower. The securities pledged shall satisfy statutory requirements and the City’s Investment Policy. 2. Release or Substitution of Collateral No collateral pledged to the City will be withdrawn, released or substituted without the prior written consent of the City’s designated representative(s). The City will release collateral only if it is satisfied that such collateral is not needed as security for the City’s deposits. 3. Third Party Safekeeping Original safekeeping receipts from the third party trustee/custodial Financial Institution for all securities pledged to the City pursuant to the Depository Agreement will be provided to Resolution No. 08-13-20-3.17 Page 24 of 292 the City. It is understood and agreed that the City will have a first and prior lien upon all securities that are pledged to City. The City prefers the Federal Reserve Bank perform third party safekeeping of collateral pledged to the City. Safekeeping Receipts – In order to collateralize additional City deposits in excess of collateral then pledged to the City, original safekeeping receipt (see above) and the market value of additional securities pledged to City shall be provided to the City within five business days of such additional deposit. Monthly Report – The Third Party Safekeeping institution shall provide directly to the City a report of all securities pledged to the City as of the last day of each calendar month. The report shall show the complete security description including coupon rate, maturity date, par amount, and current market value of each item. Total par and market value amounts for all securities pledged to the City will also be shown. Report will be provided no later than five business days following the last day of each month. Certification and Delivery of Collateral – In accordance with State law, the Board of Directors of the selected Depository Bank will be required to provide a resolution of certification approving the commitment and delivery of the collateral to the safekeeping institution not later than five (5) days before the commencement of the contract period. Pooled Collateral Program – The City does not have an interest in participating in a pooled collateral program. EVALUATION CRITERIA A. Evaluation Criteria Obtaining competitive applications on the City’s depository specifications is the responsibility of the Assistant City Manager or designated representative. The City shall carefully review the submitted applications. The recommendation to award the contract will be based on the application determined to be most advantageous to the City and its citizens. The evaluation of the applications will be made based on the following criteria: 25 points • Required Operating Account balance to provide sufficient credit for banking services fees. 25 points • Money Market cash account interest rate. 20 points • Financial Institution’s ability to provide the City with effective and innovative cash management services. 10 points • Financial Institution’s experience and success in providing depository services to similar public entities and substantiated by references provided. Resolution No. 08-13-20-3.17 Page 25 of 292 10 points • Financial strength and stability of the Financial Institution. 5 points • Financial Institution’s ability to provide sufficient collateral for deposits. 5 points • Completeness of the application form and submission of the required information. B. Application Review Committee Your response to this RFA will be reviewed and evaluated by City staff which may include: Assistant City Manager/CFO Director of Fiscal Services Assistant Finance Director Accounting Operations Manager Financial Analyst The final selection will be made by the College Station City Council with advice and recommendation from the Assistant City Manager/CFO. APPLICATION INSTRUCTIONS/REQUIREMENTS Applications should be electronically submitted in sufficient time so as to be received on or before 2:00 PM, Friday, June 5, 2020. Applications, in the format prescribed herein, shall be uploaded to the Brazos Valley e- Marketplace (“Bidding System”) at https://brazosbid.ionwave.net until 2:00 p.m. on Friday, June 5, 2020. (Please note that the City of College Station is not responsible for high internet traffic/demand at or near the time the response packages are due and that Financial Institutions submitting their response package during peak traffic times risk their submittal not being received by the due date and time.) The City of College Station requires comprehensive responses to every section within this RFA. To facilitate the review of the responses, Financial Institutions shall follow the described proposal format. The intent of the proposal format requirements is to expedite review and evaluation. It is not the intent to constrain Financial Institution with regard to content, but to assure that the specific requirements set forth in this RFA are addressed in a uniform manner amenable to review and evaluation. TAB A Cover Letter – This section should contain the name of the proposing Financial Institution, the address of the proposing office, and the individuals authorized to answer technical, price, and/or contract questions together with their telephone numbers, mailing addresses, and e-mail addresses. The cover letter must also be signed by a person authorized to bind the Financial Institution. TAB B Completed and Signed Certification Form Resolution No. 08-13-20-3.17 Page 26 of 292 TAB C Completed Application Form I – The compensation application should be documented by completing the attached Application Form I and include it in this section. It is intended that Application Form I include all of the unit prices for services requested. All volumes indicated are estimates. The contract award will not necessarily be made to the bank that provides the lowest cost application but rather to the Financial Institution that submits the most responsive application meeting the City’s requirements. In addition, the bank should include as a part of the total price the cost of any services not itemized on the Application Form I that the bank feels must be included. The bank may also include the billing rate for special projects that may be entered into during the contract period but are not a part of the total cost application. Volume discount prices may be indicated where appropriate. TAB D Application Form II - Bank Service Questionnaire – This section should contain the Bank’s responses to the questions and requests for information listed on APPLICATION FORM II. TAB E Samples of the following: • Bank statements/Account Analysis • Reports from Cash Management System • Full and Partial account reconciliation statement • Monthly pledged collateral report • Depository Pledge (Custody Account) Agreement • Cash Management Agreement • Funds transfer and ACH transaction agreements • Stop payment agreement TAB F Reference Listing – Indicate the bank’s background in providing financial services to public organizations. List any financial services contracts currently in place. Provide a current list of public fund client references using the bank’s services. Include client name, contact persons, phone numbers, and e-mail addresses. TAB G Availability of Funds Explanation with clear deadlines indicated. TAB H Application Form III - Bank Performance Analysis - and most recent Audited Annual Financial Statement of the Financial Institution along with the two (2) most recent quarterly FDIC CALL reports. Also include the Financial Institution’s most recent Community Reinvestment Rating. TAB I Additional Data and Other Requested Information – Give any additional information considered essential to the application in this section. Provide any public information concerning any known changes in the ownership, management or financial position of the bank or its parent holding company. Alternative applications which the Financial Institution determines will benefit the parties may also be advanced. Include any requested examples of schedules or reports. Resolution No. 08-13-20-3.17 Page 27 of 292 CERTIFICATION The undersigned affirms that they are duly authorized to represent this Financial Institution, that this RFA has not been prepared in collusion with any other Financial Institution, and that the contents of this RFA have not been communicated to any other Financial Institution prior to the official opening of this RFA. The undersigned also affirms that the Financial Institution is willing to sign the attached Depository Contract (Exhibit E). Signed By: Title: Typed Name: Company Name: Phone No.: Fax No.: Email: Mailing Address: P.O. Box or Street City State Zip Federal Tax ID No: _________________________________ Date: Number of Addenda Acknowledged (if applicable): _______ This form shall be included with Application submittals. END OF RFQ 20-051 ***DO NOT MODIFY THIS FORM*** Resolution No. 08-13-20-3.17 Page 28 of 292 EXHIBIT A CITY OF COLLEGE STATION INVESTMENT POLICY Resolution No. 08-13-20-3.17 Page 29 of 292 ___________________________________________________________ Investment Strategy and Policy 2020 Approved by Council October 7, 2019 ___________________________________________________________ Resolution No. 08-13-20-3.17 Page 30 of 292 Table of Contents INVESTMENT STRATEGY _________________________________________________________________________________ 3 I. POLICY _______________________________________________________________________________________________ 4 II. SCOPE ______________________________________________________________________________________________ 4 III. INVESTMENT OBJECTIVES _____________________________________________________________________________ 4 Safety ________________________________________________________________________________________________ 4 Liquidity ______________________________________________________________________________________________ 5 Yield _________________________________________________________________________________________________ 5 IV. RESPONSIBILITY AND CONTROL _______________________________________________________________________ 5 Delegation of Authority _________________________________________________________________________________ 5 Cash Flow Analysis ____________________________________________________________________________________ 5 Training Requirement __________________________________________________________________________________ 5 Internal Controls _______________________________________________________________________________________ 6 Prudence _____________________________________________________________________________________________ 6 Ethics and Conflicts of Interest___________________________________________________________________________ 6 V. SUITABLE AND AUTHORIZED INVESTMENTS _____________________________________________________________ 7 Portfolio Management __________________________________________________________________________________ 7 Investments ___________________________________________________________________________________________ 7 Exemption for Existing Investments ______________________________________________________________________ 8 Loss of Required Rating ________________________________________________________________________________ 8 VI. INVESTMENT PARAMETERS ___________________________________________________________________________ 9 Maximum Maturities ____________________________________________________________________________________ 9 Diversification _________________________________________________________________________________________ 9 VII. FINANCIAL INSTITUTIONS AND DEALERS _______________________________________________________________ 9 Depository ____________________________________________________________________________________________ 9 Authorized Brokers/Dealers ____________________________________________________________________________ 10 Competitive Bids _____________________________________________________________________________________ 11 Delivery vs. Payment __________________________________________________________________________________ 11 VIII. SAFEKEEPING OF SECURITIES _______________________________________________________________________ 11 Safekeeping Agreement________________________________________________________________________________ 11 Safekeeping and Custody ______________________________________________________________________________ 11 Collateralization ______________________________________________________________________________________ 11 IX. PERFORMANCE STANDARDS _________________________________________________________________________ 12 Performance Standards ________________________________________________________________________________ 12 Performance Benchmark _______________________________________________________________________________ 12 X. REPORTING _________________________________________________________________________________________ 12 Methods _____________________________________________________________________________________________ 12 Marking to Market _____________________________________________________________________________________ 12 XI. INVESTMENT POLICY ADOPTION ______________________________________________________________________ 13 QUALIFIED BROKERS/DEALERS __________________________________________________________________________ 14 GLOSSARY OF COMMON TREASURY TERMINOLOGY ________________________________________________________ 15 EXHIBIT A OPEB TRUST INVESTMENT GUIDELINE ___________________________________________________________ 22 Resolution No. 08-13-20-3.17 Page 31 of 292 INVESTMENT STRATEGY The City of College Station will pursue a passive investment strategy. Investments will be purchased with the intent of holding to maturity and will only be sold early under exceptional circumstances. In purchasing investments, the investment officer will attempt to follow a ladder strategy to ensure that the portfolio will have at least one investment maturing every month. Investment priorities are as follows: 1. Suitability - Any investment allowed under the Investment Policy is suitable. 2. Preservation and Safety of Principal - Investments of the City shall be undertaken in a manner that seeks to insure the preservation of capital in the overall portfolio. 3. Liquidity - The City’s investment portfolio will remain sufficiently liquid to enable the City to meet all operational requirements that might reasonably be anticipated. 4. Marketability - Investments should have an active and efficient secondary market to enable the City to liquidate investments prior to the maturity if the need should arise. 5. Diversification - The Investment Officer will attempt to maintain a diversified portfolio with regard to security type, financial institution providing the security, and maturity. 6. Yield - The City’s investment portfolio shall be designed with the objective of attaining the maximum rate of return throughout budgetary and economic cycles, taking into account the City’s risk constraints and the cash flow characteristics of the portfolio. The City of College Station also has an irrevocable trust relating to its OPEB obligations. The investment strategy for this trust will be dictated by the City’s Investment Committee. This trust does not fall under the Texas Public Funds Investment Act. The current investment guideline is attached to this policy as Exhibit A. Resolution No. 08-13-20-3.17 Page 32 of 292 CITY OF COLLEGE STATION INVESTMENT POLICY The Public Funds Investment Act, Chapter 2256, Texas Government Code, as Amended (”PFIA” herein), requires each city to adopt rules governing its investment practices and to define the authority of the investment officer. The following Investment Policy addresses the methods, procedures, and practices that must be exercised to ensure effective and judicious fiscal management of the City of College Station funds. I. POLICY It is the policy of the City of College Station, Texas (“City”) to invest public funds in a manner, which will provide the highest investment return with the maximum security while meeting the daily cash flow demands of the City and conforming to all federal, state and local statutes governing the investment of public funds. II. SCOPE This investment policy applies to all the financial assets held by the City. These funds are defined in the City’s Comprehensive Annual Financial Report (CAFR) and include: General Fund Special Revenue Funds Debt Service Fund Capital Projects Funds Enterprise Funds Internal Service Funds Any new funds created by the City will be subject to this policy unless specifically exempted by the City Council. To maximize the effective investment of assets, all funds mentioned above will pool their cash balances for investment purposes. The income derived from investing activities will be distributed to the various funds based on calculation of their average balances. III. INVESTMENT OBJECTIVES The City of College Station shall manage and invest its cash with three primary objectives, listed in order of priority: safety, liquidity and yield. The safety of the principal invested always remains the primary objective. Safety Safety of Principal is the foremost objective of the City. Investments of the City shall be undertaken in a manner that seeks to insure the preservation of capital in the overall portfolio. Resolution No. 08-13-20-3.17 Page 33 of 292 Liquidity The City’s investment portfolio will remain liquid to enable the City to meet all operational requirements that might reasonably be anticipated. Yield The City shall invest funds in investments that earn a competitive market yield consistent with stated objectives. For bond proceeds to which arbitrage restrictions apply, the primary objectives shall be to obtain a fair market yield and to minimize the costs associated with the investment of such funds within the constraints of the investment policy and applicable bond covenants. IV. RESPONSIBILITY AND CONTROL Delegation of Authority The Assistant City Manager or his Designee is designated the City’s Investment Officer. The Investment Officer shall be responsible for the investment of funds consistent with this Policy, and shall have the authority necessary to carry out such responsibilities. An investment committee consisting of the Investment Officer and at least two other staff members designated by the City Manager will also be formed. This committee will be responsible for selecting eligible broker/dealers, reviewing, and updating the investment policy annually. All participants in the investment process shall seek to act responsibly as custodians of the public trust. The Investment Officer shall establish written procedures for the operation of the investment program consistent with this investment policy. No person may engage in an investment transaction except as provided under the terms of this policy and the procedures established by the Investment Officer. The Investment Officer shall be responsible for all transactions undertaken and shall establish a system of controls to regulate the activities of subordinate officials. Cash Flow Analysis Supplemental to the financial and budgetary systems, the Investment Officer will maintain a cash flow forecasting process designed to monitor and forecast cash positions for investment purposes. Cash flow analysis will include the historical researching and monitoring of specific cash flow items, payables and receivables as well as overall cash position and patterns. Training Requirement In order to ensure the quality and capability of investment management, the Assistant City Manager and the Investment Officer shall: Resolution No. 08-13-20-3.17 Page 34 of 292 - attend at least one training session within 12 months of assuming duties and containing not less than 10 hours of instruction from an independent source approved by the governing board or a designated investment committee; - receive training which includes education in investment controls, security risks, strategy risks, market risks, diversification of the investment portfolio, and compliance with the PFIA; and - attend a training session not less than once each state fiscal biennium (beginning on the first day of the fiscal year and consisting of two consecutive fiscal years after that date) and receive not less than 8 hours of training from an independent source approved by the governing board or a designated investment committee. Internal Controls The Investment Officer shall establish an annual process of independent review by an external auditor. This review will provide internal control by assuring compliance with policies and procedures. Annually, the City’s independent auditors will review quarterly reports for the fiscal year. Prudence Investments shall be made with the judgment and care which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived. The standard of prudence to be used by investment officials shall be the “prudent person” standard and shall be applied in the context of managing an overall portfolio. Investment officers acting in accordance with written procedures and the investment policy and exercising due diligence shall be relieved of personal responsibility for an individual security’s credit risk or market price changes provided deviations from expectations are reported in a timely fashion and appropriate action is taken to control adverse developments. Ethics and Conflicts of Interest All participants in the investment process shall seek to act responsibly as custodians of the public trust. Investment officers shall avoid any transactions that might impair public confidence in the City’s ability to govern effectively. Officers and employees involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions. Employees and investment officials shall disclose to the City Manager any material financial interest in financial institutions that conduct business within this jurisdiction, and they shall further disclose any large personal financial/investment positions that could be related to the performance of the City, particularly with regard to the time of purchases and sales. Investment officials will disclose if the Official is related Resolution No. 08-13-20-3.17 Page 35 of 292 with the second degree by affinity or consanguinity, as determined under Chapter 573 of the Texas Government Code. Employees and investment officials shall refrain from undertaking personal investment transactions with the same individual with which business is conducted on behalf of the City. On an annual basis, the Investment officials shall sign a statement acknowledging that they are in compliance with Section 2256.005 (i) of the Public Funds Investment Act. V. SUITABLE AND AUTHORIZED INVESTMENTS Portfolio Management The City currently has a “buy and hold” portfolio strategy. Maturity dates are matched with cash flow requirements and investments are purchased with the intent to be held until maturity. Investments Acceptable investments under this policy shall be limited to certain instruments as described by the Government Code; Chapter 2256, Sections 2256.009 through 2256.011 and Sections 2256.013 through 2256.016 of the Public Funds Investment Act. Investment of funds in any instrument or security not authorized for investment under the Act is prohibited. • Authorized 1. Interest bearing bank deposits insured by the FDIC or the National Credit Union Share Insurance Fund. 2. Direct obligations of the United States government: U.S. Treasury Bills, U.S. Treasury Notes, and U.S. Treasury Bonds as well as Bonds or other interest bearing obligations for which the principal and interest are guaranteed by the full faith and credit of the United States government and rated not less than A or its equivalent by at least one nationally recognized investment rating firm. 3. Federal Agencies and Instrumentalities including but not limited to, discount notes, callables and debentures of the Federal National Mortgage Association (FNMA), the Federal Home Loan Bank (FHLB), the Federal Farm Credit Bank (FFCB), and the Federal Home Loan Mortgage Corporation (FHLMC). 4. Time Certificates of Deposit, insured by the Federal Deposit Insurance Corporation (FDIC) or its successor, or the National Credit Union Share Insurance Fund or its successor, in state or national banks. Any deposits exceeding FDIC insurance limits shall be collateralized at 102% of the face amount of the Certificate of Deposit by securities listed in 1 - 2 above and held by the City's custodial bank or the custodial bank of the institution the CD’s are held. Bids for Certificates of Deposit may be solicited orally, in writing, electronically or using any combination of these methods. Resolution No. 08-13-20-3.17 Page 36 of 292 5. Repurchase Agreements with a defined termination date of 90 days or less collateralized by a combination of cash and securities listed in 1 - 2 above. Collateral must have a minimum market value of 102% of the repurchase agreement, and must be held by the custodian bank or other independent third-party custodian contracted by the City. Bond proceeds may be invested in flexible repurchase agreements with maturity dates not exceeding the expected final project expenditure if a formal bidding process is followed and properly documented for IRS purposes. 6. AAA-rated No-Load Money Market Mutual Funds registered with the Securities and Exchange Commission and comply with SEC Rule 2a-7 . 7. AAA-rated Investment Pools organized under the Texas Interlocal Cooperation Act that follow the requirements in the Public Funds Investment Act and which have been specifically approved by the City. • Not Authorized The following security types are not permitted: 1. Obligations whose payment represents the coupon payments of the underlying mortgage- backed security collateral and pays no principal (IO’s); 2. Obligations whose payment represents the principle stream from the underlying mortgage- backed security collateral and bears no interest (PO’s); 3. Collateralized Mortgage Obligations (CMO’s) that have a stated final maturity date of greater than 10 years; and 4. Any security, the interest rate of which is determined by an index that adjusts opposite to the changes in the Market index (inverse floaters). Exemption for Existing Investments Any investment, which was authorized at the time of purchase, shall not be required to be liquidated. Loss of Required Rating If any security that requires a minimum investment rating is downgraded below that minimum rating subsequent to purchase, it will no longer be considered an authorized investment. As a result, the City shall take all prudent measures to liquidate the security in effort to preclude or reduce principle loss. The City will select a different approved broker/dealer each quarter to verify the ratings of securities held. Local Government Pools ratings will be verified quarterly by checking their websites. Resolution No. 08-13-20-3.17 Page 37 of 292 VI. INVESTMENT PARAMETERS Maximum Maturities To the extent possible, the City will attempt to match its investments with anticipated cash flow requirements. Unless matched to a specific cash flow, the City will not directly invest in securities maturing more than five years from the date of purchase. Additionally, the City will maintain a dollar-weighted average maturity of two years or less. Diversification It is the intent of the City to diversify the investment instruments within the portfolio to avoid incurring unreasonable risks inherent in over-investing in specific instruments, individual financial institutions or maturities. The asset allocation in the portfolio should be flexible depending upon the outlook for the economy and the securities markets. If conditions warrant, the guidelines below may be exceeded by approval of the Investment Committee. With the exception of U.S. Treasury securities, authorized pools, and the City’s depository accounts, the City may not invest more than 30% of the City’s investment portfolio with a single financial institution. In addition, the following maximum limits, by instrument, are established for the City’s total portfolio: 1. U.S. Treasury Securities 100% 2. Agencies and Instrumentalities 70% 3. Certificates of Deposits 40% 4. Money Market Mutual Funds 30% 5. Repurchase Agreements 20% 7. Authorized Pools 70% VII. FINANCIAL INSTITUTIONS AND DEALERS Depository At least every three to five years a Depository shall be selected through the City’s banking services procurement process, which shall include a formal request for application (RFA). The selection of a depository will be determined by competitive bid and evaluation of bids will be based on the following selection criteria: • The ability to qualify as a depository for public funds in accordance with state and local laws. • The ability to provide requested information or financial statements for the period specified. • The ability to meet all requirements in the banking RFA. Resolution No. 08-13-20-3.17 Page 38 of 292 • Complete response to all required items on the bid form. • Lowest net banking service cost, consistent with the ability to provide an appropriate level of service. • The credit worthiness and financial stability of the bank. The bank depository contract is subject to Council approval. During the term of the contract, additional accounts may be established. The City may open a cash money market account with its approved depository bank. Accounts held by the approved bank are to be collateralized at no less than 105%. Two authorized signers on the City’s accounts must approve the establishment of new accounts. Authorized Brokers/Dealers The Investment Officer shall maintain a list of financial institutions authorized to provide investment services. In addition, a list will also be maintained of approved security broker/dealers selected by credit worthiness who are authorized to provide investment services in the State of Texas. These may include “primary” or regional dealers that qualify under SEC rule 15C3-1. No public deposit shall be made except in a qualified public depository as established by state laws. All financial institutions and broker/dealers who desire to become qualified bidders for investment transactions must supply the Investment Officer with a completed Broker/Dealer Questionnaire and Certification, which shall include the following: • An audited financial statement for the most recent period. • Proof of certification by the Financial Industry Regulatory Authority (FINRA). • Proof of current registration with the State Securities Commission. Financial institutions eligible to transact investment business with the City shall be presented a written copy of this Investment Policy. Additionally, the qualified representative of the business organization seeking to transact investment business shall execute a written instrument substantially to the effect that the qualified representative has received and reviewed this Investment Policy, and acknowledged that the organization has implemented reasonable procedures and controls in an effort to preclude imprudent investment activities with the City. The City will not enter into an investment transaction with a Broker/Dealer prior to receiving the written agreement described above and current audited financial statements. Annually, the Investment Committee shall review and revise the list as needed. The Committee will consider any new firms that have submitted the required documentation and review the performance of the previously approved firms. Any modifications to the list will be submitted to Council for their review, approval and adoption. Resolution No. 08-13-20-3.17 Page 39 of 292 Competitive Bids Securities will be purchased or sold after three (3) offers/bids are taken to verify that the City is receiving fair market value/price for the investment. Security transactions that may be purchased without competitive offers include: a) transactions with money market mutual funds b) local government investment pools and c) new securities still in syndicate and priced at par. Delivery vs. Payment All securities transaction, including collateral for repurchased agreements, shall be purchased using the delivery vs., payment method with the exception of investment pools and mutual funds. Funds will be released after notification that the purchased security has been received. VIII. SAFEKEEPING OF SECURITIES Safekeeping Agreement The City shall contract with a bank or banks for the safekeeping of securities either owned by the City as part of its investment portfolio or held as collateral to secure demand or time deposits. Safekeeping and Custody Safekeeping and custody of securities and collateral shall be in accordance with state law. Securities and collateral will be held by a third party custodian designated by the Investment Officer and held in the City’s name as evidenced by safekeeping receipts of the institution with which the securities are deposited. Original safekeeping receipts shall be obtained. Collateralization Consistent with the requirements of the Public Funds Collateral Act, it is the policy of the City to require full collateralization of all investments and uninsured balances plus accrued interest on deposit with a depository bank, other than investments, which are obligations of the U.S. government, its agencies and instrumentalities, and government sponsored enterprises. In order to anticipate market changes and provide a level of security for all funds, the collateralization level will be 102% of market value of principal and accrued interest on deposits or investments less than an amount insured by the FDIC. The collateralization level of the City’s depository accounts will be no less than 105%. Collateral will always be held by an independent third party with whom the City has a current custodial agreement. A clearly marked evidence of ownership (safekeeping receipt) must be supplied to the City and retained. The right of collateral substitution is granted and the City’s Investment Officers reserve the right to accept or reject any form of collateral or enhancement at their sole discretion. Resolution No. 08-13-20-3.17 Page 40 of 292 IX. PERFORMANCE STANDARDS Performance Standards The investment portfolio shall be designed with the objective of obtaining a rate of return throughout budgetary and economic cycles, commensurate with the investment risk constraints and cash flow needs. Performance Benchmark Given the passive investment strategy of the City, the benchmark to be used by the Investment Officer to determine whether market yields are being achieved shall be the average closing yield during the reporting period comparable to the portfolios dollar-weighted average maturity in days. X. REPORTING Methods Not less than quarterly and within a reasonable time after the end of the period reported, the Investment Officer should prepare and submit to the City Council a written report of the investment transactions for all funds of the City for the preceding reporting period. The report must: • describe in detail the investment position of the City on the date of the report, • be prepared jointly by all the Investment Officers if the City appoints more than one, • be signed by all Investment Officials, • contain a summary statement of each pooled fund group that states the beginning market value for the reporting period, • state the book value and the market value of each separately invested asset at the end of the reporting period by the type of asset and fund type invested, • state the maturity date of each separately invested asset that has a maturity date, • state the fund for which each individual investment was acquired, • state all accrued interest payable; and • state the compliance of the investment portfolio as it relates to this Policy and Investment Act. Marking to Market The market values of the City’s investments shall be obtained from a reliable outside source, which has access to investment market values. Marketing to Market will be done at least quarterly. Resolution No. 08-13-20-3.17 Page 41 of 292 XI. INVESTMENT POLICY ADOPTION The City’s investment policy and investment strategies must be adopted annually by resolution of the City Council even if there are no changes. The City Council shall review the policy annually and they must approve any changes or modifications made thereto. Resolution No. 08-13-20-3.17 Page 42 of 292 QUALIFIED BROKERS/DEALERS/ADVISORS FTN Financial Cantor Fitzgerald & Company Zach Brewer Gilbert Ramon 920 Memorial City Way, 11th Floor 1700 Post Oak Boulevard Houston, TX 77024 2 BLVD Place, Suite 250 Phone: (713) 435-4351 Houston, TX 77056 Phone: (713) 599-5192 Hilltop Securities, Inc. BB&T Capital Markets Linda Callaway James D. Elliot 7000 N. MoPac Expressway, #400 Gregory D. Blake Austin, TX 78731 901 East Byrd Street, Suite 300 Phone: (512) 340-1841 Richmond, VA 23219 Phone: (804) 649-3976 American Momentum Bank (CD’s only) Frank Varisco Five Momentum Blvd. College Station, TX 77845 Phone: (979) 599-9349 INVESTMENT POOLS TexPool TexSTAR 1001 Texas Ave., Suite 1400 1201 Elm Street, Suite 3500 Houston, TX 77002 Dallas, TX 75270 Phone: (866)839-7665 Phone: (800)839-7827 TexPool Prime LOGIC 1001 Texas Ave., Suite 1400 1201 Elm Street, Suite 3500 Houston, TX 77002 Dallas, TX 75270 Phone: (866)839-7665 Phone: (800)895-6442 DEPOSITORY BANKS Branch Banking & Trust (BB&T) JPMorgan Chase Bank, NA. 2717 Texas Avenue South One Chase Manhattan Plaza College Station, Texas 77840 New York, New York 10005-1401 (979)260-1482 Resolution No. 08-13-20-3.17 Page 43 of 292 GLOSSARY OF COMMON TREASURY TERMINOLOGY Accrued Interest - The accumulated interest due on a bond as of the last interest payment made by the issuer. Agency - A debt security issued by a federal or federally sponsored agency. Federal agencies are backed by the full faith and credit of the U.S. Government. Federally sponsored agencies (FSAs) are backed by each particular agency with a market perception that there is an implicit government guarantee. An example of federal agency is the Government National Mortgage Association (GNMA). An example of a FSA is the Federal National Mortgage Association (FNMA). Amortization - The systematic reduction of the amount owed on a debt issue through periodic payments of principal. Asked - The price at which securities are offered. Average Life - The average length of time that an issue of serial bonds and/or term bonds with a mandatory sinking fund feature is expected to be outstanding. Basis Point - A unit of measurement used in the valuation of fixed-income securities equal to 1/100 of 1 percent of yield, e.g., "1/4" of 1 percent is equal to 25 basis points. Bid - The indicated price at which a buyer is willing to purchase a security or commodity. Book Value - The value at which a security is carried on the inventory lists or other financial records of an investor. The book value may differ significantly from the security's current value in the market. Broker - A broker brings buyers and sellers together for a commission paid by the initiator of the transaction or by both sides; he does not position. In the money market, brokers are active in markets in which banks buy and sell money and in interdealer markets. Callable Bond - A bond issue in which all or part of its outstanding principal amount may be redeemed before maturity by the issuer under specified conditions. Call Price - The price at which an issuer may redeem a bond prior to maturity. The price is usually at a slight premium to the bond's original issue price to compensate the holder for loss of income and ownership. Call Risk - The risk to a bondholder that a bond may be redeemed prior to maturity. Cash Sale/Purchase - A transaction that calls for delivery and payment of securities on the same day that the transaction is initiated. Resolution No. 08-13-20-3.17 Page 44 of 292 Certificate of Deposit (CD) – A time deposit with a specific maturity evidenced by a certificate. Large-denomination CD’s are typically negotiable. Collateralization - Process by which a borrower pledges securities, property, or other deposits for the purpose of securing the repayment of a loan and/or security. Commercial Paper - An unsecured short-term promissory note issued by corporations, with maturities ranging from 2 to 270 days. Comprehensive Annual Financial Report (CAFR) – The official annual report for the City of College Station. It includes combined statements and basic financial statements for each individual fund and account group prepared in conformity with GAAP. It also includes supporting schedules necessary to demonstrate compliance with finance-related legal and contractual provision, extensive introductory material, and a detailed statistical section. Coupon Rate - The annual rate of interest received by an investor from the issuer of certain types of fixed-income securities. It is also known as the interest rate. Credit Quality - The measurement of the financial strength of a bond issuer. This measurement helps an investor to understand an issuer's ability to make timely interest payments and repay the loan principal upon maturity. Generally, the higher the credit quality of a bond issuer, the lower the interest rate paid by the issuer because the risk of default is lower. Credit quality ratings are provided by nationally recognized rating agencies. Credit Risk - The risk to an investor that an issuer will default in the payment of interest and/or principal on a security. Current Yield (Current Return) - A yield calculation determined by dividing the annual interest received on a security by the current market price of that security. Dealer – A dealer, as opposed to a broker, acts as a principal in all transactions, buying and selling for his own account. Delivery Versus Payment (DVP) - A type of securities transaction in which the purchaser pays for the securities when they are delivered either to the purchaser or his/her custodian. Discount - The amount by which the par value of a security exceeds the price paid for the security. Discount Security – Non-interest bearing money market instruments that are issued at a discount and redeemed at maturity for full face value, e.g. U.S. Treasury Bills. Diversification - A process of investing assets among a range of security types by sector, maturity, and quality rating. Duration - A measure of the timing of the cash flows, such as the interest payments and the principal repayment, to be received from a given fixed-income security. This calculation is based on three variables: term to maturity, coupon rate, and yield to maturity. The duration of a security is a useful indicator of its price volatility for given changes in interest rates. Resolution No. 08-13-20-3.17 Page 45 of 292 Fair Value - The amount at which an investment could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Federal Funds (Fed Funds) - Funds placed in Federal Reserve banks by depository institutions in excess of current reserve requirements. These depository institutions may lend fed funds to each other overnight or on a longer basis. They may also transfer funds among each other on a same-day basis through the Federal Reserve banking system. Fed funds are considered immediately available funds. Federal Funds Rate - Interest rate charged by one institution lending federal funds to the other. Federal Credit Agencies – Agencies of the Federal Government set up to supply credit to various classes of institutions and individuals, e.g. S&L’s small business firms, students, farmers, farm cooperatives, and exporters. Federal Deposit Insurance Corporation (FDIC) – A federal agency that insures bank deposits, currently up to $250,000 per depository account through December 31, 2013. On January 1, 2014, the standard insurance amount will return to $100,000. Federal Home Loan banks (FHLB) – The institutions that regulate and lend to savings and loan associations. The Federal Home Loan Banks play a role similar to that played by the Federal Reserve Bank versus member commercial banks. Federal National Mortgage Association (FNMA) – A government –sponsored enterprise (GSE) that was created in 1938 to expand the low of mortgage money by creating a secondary mortgage market. Fannie Mae is a publicly traded company which operates under a congressional charter that directs Fannie Mae to channel its efforts into increasing the availability and affordability of homeownership for low-, moderate-, and middle-income Americans. Federal Open Market Committee (FOMC) – Consists of seven members of the Federal Reserve Board and five of the twelve Federal Reserve Bank Presidents. The President of the New York Federal Reserve Bank is a permanent member while the other Presidents serve on a rotating basis. The Committee periodically meets to set Federal Reserve guidelines regarding purchases and sales of Government Securities in the open market as a means of influencing the volume of bank credit and money. Federal Reserve System – The central bank of the United States created by Congress and consisting of a seven member Board of Governors in Washington, D.C., 12 regional banks and about 5,700 commercial banks that are members of the system. Financial Industry Regulatory Authority (FINRA) - A self-regulatory organization (SRO) of brokers and dealers in the over-the-counter securities business. Its regulatory mandate includes authority over firms that distribute mutual fund shares as well as other securities. Government Securities - An obligation of the U.S. government, backed by the full faith and credit of the government. These securities are regarded as the highest quality of investment securities available in the U.S. securities market. See "Treasury Bills, Notes, and Bonds." Interest Rate - See "Coupon Rate." Resolution No. 08-13-20-3.17 Page 46 of 292 Interest Rate Risk - The risk associated with declines or rises in interest rates which cause an investment in a fixed-income security to increase or decrease in value. Internal Controls - An internal control structure designed to ensure that the assets of the entity are protected from loss, theft, or misuse. The internal control structure is designed to provide reasonable assurance that these objectives are met. The concept of reasonable assurance recognizes that 1) the cost of a control should not exceed the benefits likely to be derived and 2) the valuation of costs and benefits requires estimates and judgments by management. Internal controls should address the following points: Control of collusion - Collusion is a situation where two or more employees are working in conjunction to defraud their employer. Separation of transaction authority from accounting and record keeping - By separating the person who authorizes or performs the transaction from the people who record or otherwise account for the transaction, a separation of duties is achieved. Custodial safekeeping - Securities purchased from any bank or dealer including appropriate collateral (as defined by state law) shall be placed with an independent third party for custodial safekeeping. Inverted Yield Curve - A chart formation that illustrates long-term securities having lower yields than short-term securities. This configuration usually occurs during periods of high inflation coupled with low levels of confidence in the economy and a restrictive monetary policy. Investment Policy - A concise and clear statement of the objectives and parameters formulated by an investor or investment manager for a portfolio of investment securities. Liquidity - An asset that can be converted easily and quickly into cash. Local Government Investment Pool (LGIP) - An investment by local governments in which their money is pooled as a method for managing local funds. Mark-to-market - The process whereby the book value or collateral value of a security is adjusted to reflect its current market value. Market Risk - The risk that the value of a security will rise or decline as a result of changes in market conditions. Market Value - Current market price of a security. Maturity - The date on which payment of a financial obligation is due. The final stated maturity is the date on which the issuer must retire a bond and pay the face value to the bondholder. See "Weighted Average Maturity." Money Market – The market in which short-term debt instruments (bills, commercial paper, bankers’ acceptances, etc.) are issued and traded. Resolution No. 08-13-20-3.17 Page 47 of 292 Money Market Mutual Fund - Mutual funds that invest solely in money market instruments (short-term debt instruments, such as Treasury bills, commercial paper, bankers' acceptances, repos and federal funds). Mutual Fund - An investment company that pools money and can invest in a variety of securities, including fixed-income securities and money market instruments. Mutual funds are regulated by the Investment Company Act of 1940. Net Asset Value - The market value of one share of an investment company, such as a mutual fund. This figure is calculated by totaling a fund's assets that includes securities, cash, and any accrued earnings, subtracting this from the fund's liabilities and dividing this total by the number of shares outstanding. This is calculated once a day based on the closing price for each security in the fund's portfolio. (See below.) [(Total assets) - (Liabilities)] / (Number of shares outstanding) Nominal Yield - The stated rate of interest that a bond pays its current owner, based on par value of the security. It is also known as the "coupon," "coupon rate," or "interest rate." Offer - An indicated price at which market participants are willing to sell a security or commodity. Also referred to as the "Ask price." Par - Face value or principal value of a bond, typically $1,000 per bond. Portfolio – Collection of securities held by an investor. Positive Yield Curve - A chart formation that illustrates short-term securities having lower yields than long-term securities. Premium - The amount by which the price paid for a security exceeds the security's par value. Prime Rate - A preferred interest rate charged by commercial banks to their most creditworthy customers. Many interest rates are keyed to this rate. Principal - The face value or par value of a debt instrument. Also may refer to the amount of capital invested in a given security. Prospectus - A legal document that must be provided to any prospective purchaser of a new securities offering registered with the SEC. This can include information on the issuer, the issuer's business, the proposed use of proceeds, the experience of the issuer's management, and certain certified financial statements. Prudent Person Rule - An investment standard outlining the fiduciary responsibilities of public funds investors relating to investment practices. Rate of Return – The yield obtainable on a security based on its purchases price or its current market price. This may be the amortized yield to maturity on a bond or the current income return. Reinvestment Risk - The risk that a fixed-income investor will be unable to reinvest income proceeds from a security holding at the same rate of return currently generated by that holding. Resolution No. 08-13-20-3.17 Page 48 of 292 Repurchase Agreement (repo or RP) - An agreement of one party to sell securities at a specified price to a second party and a simultaneous agreement of the first party to repurchase the securities at a specified price or at a specified later date. Reverse Repurchase Agreement (Reverse Repo) - An agreement of one party to purchase securities at a specified price from a second party and a simultaneous agreement by the first party to resell the securities at a specified price to the second party on demand or at a specified date. Rule 2a-7 of the Investment Company Act - Applies to all money market mutual funds and mandates such funds to maintain certain standards, including a 13- month maturity limit and a 90-day average maturity on investments, to help maintain a constant net asset value of one dollar ($1.00). Safekeeping - Holding of assets (e.g., securities) by a financial institution. Secondary Market – A market made for the purchase and sale of outstanding issues following the initial distribution. Securities & Exchange Commission – Agency created by Congress to protect investors in securities transactions by administering securities legislation. Serial Bond - A bond issue, usually of a municipality, with various maturity dates scheduled at regular intervals until the entire issue is retired. Sinking Fund - Money accumulated on a regular basis in a separate custodial account that is used to redeem debt securities or preferred stock issues. Swap - Trading one asset for another. Term Bond - Bonds comprising a large part or all of a particular issue which come due in a single maturity. The issuer usually agrees to make periodic payments into a sinking fund for mandatory redemption of term bonds before maturity. Total Return - The sum of all investment income plus changes in the capital value of the portfolio. For mutual funds, return on an investment is composed of share price appreciation plus any realized dividends or capital gains. This is calculated by taking the following components during a certain time period. (Price Appreciation) + (Dividends paid) + (Capital gains) = Total Return Treasury Bills - Short-term U.S. government non-interest bearing debt securities with maturities of no longer than one year and issued in minimum denominations of $10,000. Auctions of three- and six-month bills are weekly, while auctions of one-year bills are monthly. The yields on these bills are monitored closely in the money markets for signs of interest rate trends. Treasury Bonds – Marketable, fixed-interest U.S. government debt securities with maturities of more than ten years and issued in minimum denominations of $1,000. Treasury bonds make interest payments semi-annually and the income that holders received is only taxed at the federal level. Resolution No. 08-13-20-3.17 Page 49 of 292 Treasury Notes - Marketable U.S. government debt securities with fixed interest rates and maturities between 1 to 10 years. Treasury notes can be bought either directly from the U.S. government or through banks. Uniform Net Capital Rule - SEC Rule 15C3-1 – Securities and Exchange Commission requirement that member firms as well as nonmember broker-dealers in securities maintain a maximum ration of indebtedness to liquid capital of 15 to 1: also called net capital rule and net capital ratio. Indebtedness covers all money owned to a firm, including margin loans and commitments to purchase securities. This is one reason new public issues are spread among members of underwriting syndicates. Liquid capital includes cash and assets easily converted into cash. Volatility - A degree of fluctuation in the price and valuation of securities. Volatility Risk Rating - A rating system to clearly indicate the level of volatility and other non- credit risks associated with securities and certain bond funds. The ratings for bond funds range from those that have extremely low sensitivity to changing market conditions and offer the greatest stability of the returns ("aaa" by S&P; "V-1" by Fitch) to those that are highly sensitive with currently identifiable market volatility risk ("ccc-" by S&P, "V-10" by Fitch). Weighted Average Maturity (WAM) - The average maturity of all the securities that comprise a portfolio. According to SEC rule 2a-7, the WAM for SEC registered money market mutual funds may not exceed 90 days and no one security may have a maturity that exceeds 397 days. Yield - The current rate of return on an investment security generally expressed as a percentage of the security's current price. Yield-to-call (YTC) - The rate of return an investor earns from a bond assuming the bond is redeemed (called) prior to its nominal maturity date. Yield Curve - A graphic representation that depicts the relationship at a given point in time between yields and maturity for bonds that are identical in every way except maturity. A normal yield curve may be alternatively referred to as a positive yield curve. Yield-to-maturity - The rate of return yielded by a debt security held to maturity when both interest payments and the investor's potential capital gain or loss are included in the calculation of return. Zero-coupon Securities - Security that is issued at a discount and makes no periodic interest payments. The rate of return consists of a gradual accretion of the principal of the security and is payable at par upon maturity. Resolution No. 08-13-20-3.17 Page 50 of 292 EXHIBIT B LOCAL GOVERNMENT CODE, CHAPTER 105 DEPOSITORIES FOR MUNICIPAL FUNDS Resolution No. 08-13-20-3.17 Page 51 of 292 LOCAL GOVERNMENT CODE TITLE 4. FINANCES SUBTITLE A. MUNICIPAL FINANCES CHAPTER 105. DEPOSITORIES FOR MUNICIPAL FUNDS SUBCHAPTER A. GENERAL PROVISIONS Sec.A105.001.AADEFINITIONS. In this chapter: (1)AA"Bank" means a state bank or a national bank that has its main office or a branch office in this state. (2)AA"Credit union" means a state credit union or federal credit union domiciled in this state. (3)AA"Demand deposit" means a deposit of funds that may be withdrawn on the demand of the depositor. (4)AA"Depository" means the bank, credit union, or savings association selected by the municipality to provide depository services. (5)AA"Time deposit" means a deposit of funds subject to a contract between the depositor and the depository under which the depositor may not withdraw any of the funds by check or by another manner until the expiration of a certain period following written notice of the depositor ’s intent to withdraw the funds. (6)AA"Depository services" means the receipt and disbursement of funds by a depository in accordance with the terms of a depository services contract. (7)AA"Depository services contract" means a contract executed by a municipality and a depository containing terms and conditions relating to the depository services to be provided by the depository. (8)AA"Designated officer" means the treasurer of a municipality or other officer of the municipality so designated by the governing body of a municipality. (9)AA"Federal credit union" means a credit union organized under the Federal Credit Union Act (12 U.S.C. Section 1751 et seq.). (10)AA"Federal savings association" means a savings and loan association or a savings bank organized under federal law. 1 Resolution No. 08-13-20-3.17 Page 52 of 292 (11)AA"National bank" means a banking corporation organized under the provisions of 12 U.S.C. Section 21. (12)AA"Savings association" means a savings association or savings bank organized under the laws of this state, another state, or federal law that has its main office or a branch office in this state. A Text of subsec. (13) as amended by Acts 1999, 76th Leg., ch. 62, Sec. 7.79 A (13)AA"State bank" has the meaning assigned by Section 31.002(a), Finance Code. A Text of subsec. (13) as amended by Acts 1999, 76th Leg., ch. 344, Sec. 5.008 A (13)AA"State bank" means a bank organized under the laws of this state or another state. (14)AA"State credit union" means a credit union organized under Subtitle D, Title 3, Finance Code. (15)AA"State savings association" means any savings and loan association or savings bank organized under the laws of this state. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993; Acts 1995, 74th Leg., ch. 914, Sec. 9, eff. Sept. 1, 1995; Acts 1999, 76th Leg., ch. 62, Sec. 7.79, eff. Sept. 1, 1999; Acts 1999, 76th Leg., ch. 344, Sec. 5.008, eff. Sept. 1, 1999. Sec.A105.002.AAFUNDS AFFECTED. This chapter applies to the funds, including school funds, of any municipality or any department or agency of the municipality. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. SUBCHAPTER B. ESTABLISHMENT OF DEPOSITORY 2 Resolution No. 08-13-20-3.17 Page 53 of 292 Sec.A105.011.AADEPOSITORY AUTHORIZED. (a) Before awarding a depository services contract to a depository, the governing body of a municipality shall receive applications for the performance of depository services from one or more banks, credit unions, or savings associations. (b)AAThe governing body may consider the application of a bank, credit union, or savings association that is not doing business within the municipality if: (1)AAthe bank, credit union, or savings association maintains a place of business within the state and offers within the state the services required by the depository services contract; and (2)AAthe governing body, prior to giving the notice required by Section 105.012, has adopted a written policy expressly permitting the consideration of applications received by the municipality from a bank, credit union, or savings association that is not doing business within the municipality, after taking into consideration what is in the best interest of the municipality in establishing a depository. (c)AAThe designated officer shall request, receive, and review applications for the performance of depository services. The designated officer shall present the specifications of each application to the governing body who will then select a depository. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1989, 71st Leg., ch. 1, Sec. 14(a), eff. Aug. 28, 1989; Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. Sec.A105.012.AANOTICE. (a) The designated officer shall give notice to banks, credit unions, and savings associations requesting the submission of applications for the performance of depository services. (b)AAThe notice must contain: (1)AAthe name and address of the designated officer receiving the applications; (2)AAthe date and time the applications are to be received by the designated officer; and 3 Resolution No. 08-13-20-3.17 Page 54 of 292 (3)AAthe date, time, and place the governing body of the municipality will consider the selection of one or more depositories. (c)AANotice of the request shall be published at least once no later than 21 days prior to the deadline for receipt of applications for depository services contracts (i) in a newspaper of general circulation in the municipality and (ii) in a financial publication of general circulation published within this state; provided, that the notice required by clause (ii) shall not be required if the governing body has not adopted the written policy described in Section 105.011. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. Sec.A105.013.AAAPPLICATION. The designated officer may not consider an application if it is received after the date specified in the notice for receiving applications by the designated officer. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. Sec.A105.014.AAREVIEW OF APPLICATIONS. In reviewing the applications, the designated officer shall consider the terms and conditions for the performance of depository services, including the type and cost of services to be provided to the municipality, consistent with any policy guidelines adopted by the governing body regarding the selection of one or more depositories. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. Sec.A105.015.AASELECTION OF DEPOSITORY. (a) The governing body of a municipality may authorize the designated officer to execute on the municipality ’s behalf one or more depository services contracts. (b)AAThe governing body may reject any of the applications and readvertise if all applications are rejected. (c)AAThe conflict of interests provisions of Section 131.903 apply to the selection of the depositories. 4 Resolution No. 08-13-20-3.17 Page 55 of 292 Added by Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Renumbered from Sec. 105.014 and amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1993, 73rd Leg., ch. 268, Sec. 25, eff. Sept. 1, 1993. Sec.A105.016.AADESIGNATION OF DEPOSITORY. (a) The governing body shall designate, by an order recorded in its minutes, the bank, credit union, or savings association to serve as a depository for the municipality ’s funds. (b)AAIf a bank, credit union, or savings association selected as a municipal depository does not provide security by the deadline prescribed by Section 105.031, the selection of the bank, credit union, or savings association as a depository is void, and the governing body may consider the application it deems to be the next most advantageous depository services application. Added by Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Renumbered from Sec. 105.015 and amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. Sec.A105.017.AATERM OF DEPOSITORY CONTRACT. A municipality may approve, execute, and deliver any depository services contract whose term does not exceed five years. The depository services contract may only contain terms and conditions approved by the governing body of the municipality. Added by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. Sec.A105.018.AAADDITIONAL SERVICES. In addition to depository services, a municipality may contract with financial institutions, including banks, credit unions, and savings associations, for additional financial services under a separate contract if the governing body of the municipality determines that additional financial services are necessary in the administration, collection, investment, and transfer of municipal funds. Added by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. SUBCHAPTER C. SECURITY FOR FUNDS HELD BY DEPOSITORY 5 Resolution No. 08-13-20-3.17 Page 56 of 292 Sec.A105.031.AAQUALIFICATION AS DEPOSITORY. (a) The bank or savings association, to qualify as a municipal depository, must, not later than five days before the commencement of the term of the depository services contract, provide security for the municipal funds to be deposited in accordance with the terms of the depository services contract. (b)AAChapter 2257, Government Code governs the type, level, substitution, possession, release, and method of valuation of the security necessary to secure the deposit of municipal funds. (c)AARepealed by Acts 2001, 77th Leg., ch. 402, Sec. 20(a), eff. Sept. 1, 2001. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993; Acts 1995, 74th Leg., ch. 76, Sec. 5.95(12), eff. Sept. 1, 1995; Acts 2001, 77th Leg., ch. 402, Sec. 20(a), eff. Sept. 1, 2001. Sec.A105.033.AASURETY BOND. (a) One or more bonds issued and executed by one or more solvent surety companies authorized to do business in this state, payable to the municipality and filed with the secretary and the designated officer of the municipality, qualify as security under this subchapter if the bonds are approved by the governing body. (b)AAAfter the governing body approves a surety bond, it shall be filed with the secretary and the designated officer of the municipality. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. Sec.A105.034.AACONDITIONS TO ACTING AS DEPOSITORY. (a) The depository shall: (1)AAkeep the municipal funds covered by the depository services contract; (2)AAperform all duties and obligations imposed on the depository by law and under the depository services contract; (3)AApay on presentation all checks drawn and properly payable on a demand deposit account with the depository; (4)AApay all transfers properly payable as directed by 6 Resolution No. 08-13-20-3.17 Page 57 of 292 a designated officer; (5)AAprovide and maintain security at the level required by the provisions of Chapter 2257, Government Code; and (6)AAaccount for the municipal funds as required by law. (b)AAAny suit brought in connection with a depository services contract must be tried in the county in which the city hall of the municipality is located. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993; Acts 1995, 74th Leg., ch. 76, Sec. 5.95(12), eff. Sept. 1, 1995. SUBCHAPTER D. MAINTENANCE AND MODIFICATION OF SECURITY Sec.A105.051.AAMAINTENANCE OF SECURITY. (a) A depository services contract shall contain terms and conditions relating to the possession, substitution, or release of security, including: (1)AArequiring the depository to execute a new bond or pledge additional securities for the deposit of municipal funds; (2)AAsubstituting one security for another; (3)AAreleasing securities pledged by a depository in excess of the amount required by this chapter; (4)AAthe time period in which such addition, substitution, or release of security by a depository may occur; and (5)AAother matters relating to the possession, substitution, or release of security the municipality considers necessary for its protection. (b)AAIf a depository fails for any reason to comply with the requirements governing the possession, substitution, or release of security, the governing body may select a new depository in the manner provided in this chapter. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. Sec.A105.053.AASOLVENCY OF SURETY COMPANY AND ADEQUACY OF SECURITIES. At any time the governing body of the municipality considers it necessary for the protection of the municipality, the 7 Resolution No. 08-13-20-3.17 Page 58 of 292 governing body may direct the designated officer to investigate the solvency of a surety company that issues a bond on behalf of a municipal depository or investigate the value of securities pledged by a depository to secure municipal funds. Added by Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Renumbered from Sec. 105.056 and amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. Sec.A105.054.AASURRENDER OF INTEREST ON SECURITIES. Except as provided for in the collateral policies of the municipality adopted in accordance with Chapter 2257, Government Code, on request of a municipal depository, the municipality shall surrender, when due, interest coupons or other evidence of interest on securities deposited by the depository with the governing body if the securities remaining pledged by the depository are adequate to meet the requirements of this chapter and of the governing body. Added by Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Renumbered from Sec. 105.057 and amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1995, 74th Leg., ch. 76, Sec. 5.95(12), eff. Sept. 1, 1995. SUBCHAPTER E. DEPOSITORY ACCOUNTS Sec.A105.071.AACHARACTER AND AMOUNT OF DEPOSITS. (a) The governing body of the municipality may determine and designate in the depository services contract the character and amount of municipal funds that will be demand deposits. However, the municipality has the right to maintain other investments of municipal funds in accordance with the investment policy adopted by the municipality. (b)AAThe designated officer may contract with a depository for interest on time deposits, including, without limitation, certificates of deposit, at any legal rate under federal or state law, rule, or regulation. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. 8 Resolution No. 08-13-20-3.17 Page 59 of 292 Sec.A105.072.AAINVESTMENTS. The provisions of Chapter 810, Acts of the 66th Legislature, Regular Session, 1979 (Article 4413(34c), Vernon ’s Texas Civil Statutes), and Subchapter A, Chapter 2256, Government Code shall govern the investment of municipal funds. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993; Acts 1995, 74th Leg., ch. 76, Sec. 5.95(11), eff. Sept. 1, 1995. Sec.A105.073.AADEPOSIT OF FUNDS. Not later than 60 days from the date the governing body of the municipality designates a depository in accordance with the provisions of Section 105.016, the designated officer of the municipality shall transfer to the depository all the municipal funds covered by the depository services contract under the control of the designated officer. The designated officer of the municipality shall as soon as practicable also deposit in the depository to the credit of the municipality any money covered by the depository services contract received after the depository is designated. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. Sec.A105.074.AAPAYMENT OF FUNDS. (a) The funds of the municipality may be paid out of a depository only at the direction of a designated officer. (b)AAExcept as provided in Subsection (g), a designated officer may draw a check on a depository only on a warrant signed by the mayor and attested by the secretary of the municipality. (c)AAIf there is sufficient money in a fund in a depository against which the proper authority has drawn a warrant, the designated officer on presentation of the warrant shall draw a check on the depository in favor of the legal holder of the warrant, retain the warrant, and charge the warrant against the fund on which it is drawn. The designated officer may not draw a warrant on a fund in a depository unless the fund has sufficient money to pay the warrant. (d)AAA designated officer may not draw a check on any funds 9 Resolution No. 08-13-20-3.17 Page 60 of 292 designated in the depository services contract as time deposits until notice has been given and the notice period has expired under the terms of the contract with the depository. (e)AAThe mayor and secretary of the municipality may not draw a warrant on a special fund in a depository or under the control of the designated officer that was created to pay the bonded indebtedness of the municipality other than to pay the principal of or interest on the indebtedness or to invest the fund as provided by law. (f)AAThe designated officer may not pay or draw a check to pay money out of a special fund that was created to pay the bonded indebtedness of the municipality other than to pay the principal of or interest on the indebtedness or to invest the fund as provided by law. (g)AANotwithstanding the provisions of Subsections (b) through (f), the governing body of a municipality may adopt procedures: (1)AAgoverning the method by which the designated officer is authorized to direct payments from the funds of the municipality on deposit with a depository; (2)AAgoverning the method of payment of obligations of the municipality, including payment by check, draft, wire transfer, or other method of payment mutually acceptable to the municipality and the depository; and (3)AAthe governing body determines are necessary to ensure the safety and integrity of the payment process. (h)AAIf a municipality adopts procedures in accordance with Subsection (g), a copy of the adopted procedures shall be filed with the depository. The designated officer and the depository shall agree upon record-keeping safeguards and other measures necessary to ensure the safety and integrity of the payment process. The safeguards must be approved by the governing body of the municipality if the governing body finds that the safeguards are consistent with and do not contravene the procedures adopted under Subsection (g). Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. 10 Resolution No. 08-13-20-3.17 Page 61 of 292 Sec.A105.075.AACHECKS PAYABLE AT DEPOSITORY. Checks drawn by the treasurer of the municipality against municipal funds on deposit are payable by the depository at its place of business in the municipality. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. Sec.A105.076.AADEBTS PAYABLE OTHER THAN AT MUNICIPAL TREASURY. The governing body of the municipality may direct the designated officer to withdraw from a depository and deposit money sufficient to pay a bond, coupon, or other indebtedness of the municipality at a place other than at the municipal treasury if by its terms the indebtedness is payable on maturity or upon redemption prior to maturity at the other location. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. SUBCHAPTER F. LIABILITY AND REPORT OF DESIGNATED OFFICER Sec.A105.091.AALIABILITY OF DESIGNATED OFFICER. (a) The designated officer is not responsible for any loss of municipal funds through the negligence, failure, or wrongful act of a depository. This subsection does not release the designated officer from responsibility for a loss resulting from the official misconduct of the designated officer, including a misappropriation of the funds, or from responsibility for the funds until a depository is selected and the funds are deposited. (b)AAA designated officer who diverts money from an interest and sinking fund or who applies money in that fund for a purpose other than as permitted by Section 105.074(f) is: (1)AAsubject to a penalty of not less than $500 or more than $1,000; and (2)AAliable for the amount of money that is diverted. (c)AAThe state is entitled to recover a penalty imposed under Subsection (b)(1). The amount of diverted money that is recovered under Subsection (b)(2) shall be paid into the municipal treasury 11 Resolution No. 08-13-20-3.17 Page 62 of 292 to the credit of the fund from which it was diverted. (d)AAThe attorney general or the district attorney of the district in which the designated officer resides, or the county attorney in a county that is not served by a district attorney, may institute suit against the designated officer and the sureties on the designated officer ’s official bond to recover the amounts described by Subsection (b). Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993; Acts 1999, 76th Leg., ch. 227, Sec. 6, eff. Sept. 1, 1999. Sec.A105.092.AAREPORT BY DESIGNATED OFFICER. In conjunction with the publication of the annual financial statement of the municipality, the designated officer shall prepare a report which shall describe in summary form: (1)AAthe amount of receipts and expenditures of the municipal treasury; (2)AAthe amount of money on hand in each fund; (3)AAthe amount of bonds becoming due for redemption that require action; (4)AAthe amount of interest to be paid during the next fiscal year; and (5)AAany other information required by law to be reported by the designated officer. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1993, 73rd Leg., ch. 234, Sec. 1, eff. Sept. 1, 1993. 12 Resolution No. 08-13-20-3.17 Page 63 of 292 EXHIBIT C GOVERNMENT CODE, CHAPTER 2257 COLLATERAL FOR PUBLIC FUNDS Resolution No. 08-13-20-3.17 Page 64 of 292 GOVERNMENT CODE TITLE 10. GENERAL GOVERNMENT SUBTITLE F. STATE AND LOCAL CONTRACTS AND FUND MANAGEMENT CHAPTER 2257. COLLATERAL FOR PUBLIC FUNDS SUBCHAPTER A. GENERAL PROVISIONS Sec.A2257.001.AASHORT TITLE. This chapter may be cited as the Public Funds Collateral Act. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec.A2257.002.AADEFINITIONS. In this chapter: (1)AA"Bank holding company" has the meaning assigned by Section 31.002(a), Finance Code. (2)AA"Control" has the meaning assigned by Section 31.002(a), Finance Code. (3)AA"Deposit of public funds" means public funds of a public entity that: (A)AAthe comptroller does not manage under Chapter 404; and (B)AAare held as a demand or time deposit by a depository institution expressly authorized by law to accept a public entity ’s demand or time deposit. (4)AA"Eligible security" means: (A)AAa surety bond; (B)AAan investment security; (C)AAan ownership or beneficial interest in an investment security, other than an option contract to purchase or sell an investment security; (D)AAa fixed-rate collateralized mortgage obligation that has an expected weighted average life of 10 years or less and does not constitute a high-risk mortgage security; (E)AAa floating-rate collateralized mortgage obligation that does not constitute a high-risk mortgage security; or (F)AAa letter of credit issued by a federal home loan bank. 1 Resolution No. 08-13-20-3.17 Page 65 of 292 (5)AA"Investment security" means: (A)AAan obligation that in the opinion of the attorney general of the United States is a general obligation of the United States and backed by its full faith and credit; (B)AAa general or special obligation issued by a public agency that is payable from taxes, revenues, or a combination of taxes and revenues; or (C)AAa security in which a public entity may invest under Subchapter A, Chapter 2256. (6)AA"Permitted institution" means: (A)AAa Federal Reserve Bank; (B)AAa clearing corporation, as defined by Section 8.102, Business & Commerce Code; (C)AAa bank eligible to be a custodian under Section 2257.041; or (D)AAa state or nationally chartered bank that is controlled by a bank holding company that controls a bank eligible to be a custodian under Section 2257.041. (7)AA"Public agency" means a state or a political or governmental entity, agency, instrumentality, or subdivision of a state, including a municipality, an institution of higher education, as defined by Section 61.003, Education Code, a junior college, a district created under Article XVI, Section 59, of the Texas Constitution, and a public hospital. (8)AA"Public entity" means a public agency in this state, but does not include an institution of higher education, as defined by Section 61.003, Education Code. (9)AA"State agency" means a public entity that: (A)AAhas authority that is not limited to a geographic portion of the state; and (B)AAwas created by the constitution or a statute. (10)AA"Trust receipt" means evidence of receipt, identification, and recording, including: (A)AAa physical controlled trust receipt; or (B)AAa written or electronically transmitted advice of transaction. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. 2 Resolution No. 08-13-20-3.17 Page 66 of 292 Amended by Acts 1995, 74th Leg., ch. 76, Sec. 5.48(a), eff. Sept. 1, 1995; Acts 1995, 74th Leg., ch. 914, Sec. 5, eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 254, Sec. 1, eff. Sept. 1, 1997; Acts 1997, 75th Leg., ch. 891, Sec. 3.22(4), eff. Sept. 1, 1997; Acts 1997, 75th Leg., ch. 1423, Sec. 8.70, eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 62, Sec. 7.63, eff. Sept. 1, 1999. Amended by: Acts 2011, 82nd Leg., R.S., Ch. 783 (H.B.2103), Sec. 1, eff. June 17, 2011. Sec.A2257.0025.AAHIGH-RISK MORTGAGE SECURITY. (a) For purposes of this chapter, a fixed-rate collateralized mortgage obligation is a high-risk mortgage security if the security: (1)AAhas an average life sensitivity with a weighted average life that: (A)AAextends by more than four years, assuming an immediate and sustained parallel shift in the yield curve of plus 300 basis points; or (B)AAshortens by more than six years, assuming an immediate and sustained parallel shift in the yield curve of minus 300 basis points; and (2)AAis price sensitive; that is, the estimated change in the price of the mortgage derivative product is more than 17 percent, because of an immediate and sustained parallel shift in the yield curve of plus or minus 300 basis points. (b)AAFor purposes of this chapter, a floating-rate collateralized mortgage obligation is a high-risk mortgage security if the security: (1)AAbears an interest rate that is equal to the contractual cap on the instrument; or (2)AAis price sensitive; that is, the estimated change in the price of the mortgage derivative product is more than 17 percent, because of an immediate and sustained parallel shift in the yield curve of plus or minus 300 basis points. Added by Acts 1997, 75th Leg., ch. 254, Sec. 2, eff. Sept. 1, 1997. Sec.A2257.003.AACHAPTER NOT APPLICABLE TO DEFERRED 3 Resolution No. 08-13-20-3.17 Page 67 of 292 COMPENSATION PLANS. This chapter does not apply to funds that a public entity maintains or administers under a deferred compensation plan, the federal income tax treatment of which is governed by Section 401(k) or 457 of the Internal Revenue Code of 1986 (26 U.S.C. Sections 401(k) and 457). Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec.A2257.004.AACONFLICT WITH OTHER LAW. This chapter prevails over any other law relating to security for a deposit of public funds to the extent of any conflict. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec.A2257.005.AACONTRACT GOVERNS LEGAL ACTION. A legal action brought by or against a public entity that arises out of or in connection with the duties of a depository, custodian, or permitted institution under this chapter must be brought and maintained as provided by the contract with the public entity. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. SUBCHAPTER B. DEPOSITORY; SECURITY FOR DEPOSIT OF PUBLIC FUNDS Sec.A2257.021.AACOLLATERAL REQUIRED. A deposit of public funds shall be secured by eligible security to the extent and in the manner required by this chapter. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec.A2257.022.AAAMOUNT OF COLLATERAL. (a) Except as provided by Subsection (b), the total value of eligible security to secure a deposit of public funds must be in an amount not less than the amount of the deposit of public funds: (1)AAincreased by the amount of any accrued interest; and (2)AAreduced to the extent that the United States or an instrumentality of the United States insures the deposit. (b)AAThe total value of eligible security described by Section 45.201(4)(D), Education Code, to secure a deposit of public funds of a school district must be in an amount not less than 110 4 Resolution No. 08-13-20-3.17 Page 68 of 292 percent of the amount of the deposit as determined under Subsection (a). The total market value of the eligible security must be reported at least once each month to the school district. (c)AAThe value of a surety bond is its face value. (d)AAThe value of an investment security is its market value. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 2003, 78th Leg., ch. 201, Sec. 46, eff. Sept. 1, 2003. Sec.A2257.023.AACOLLATERAL POLICY. (a) In accordance with a written policy approved by the governing body of the public entity, a public entity shall determine if an investment security is eligible to secure deposits of public funds. (b)AAThe written policy may include: (1)AAthe security of the institution that obtains or holds an investment security; (2)AAthe substitution or release of an investment security; and (3)AAthe method by which an investment security used to secure a deposit of public funds is valued. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec.A2257.024.AACONTRACT FOR SECURING DEPOSIT OF PUBLIC FUNDS. (a) A public entity may contract with a bank that has its main office or a branch office in this state to secure a deposit of public funds. (b)AAThe contract may contain a term or condition relating to an investment security used as security for a deposit of public funds, including a term or condition relating to the: (1)AApossession of the collateral; (2)AAsubstitution or release of an investment security; (3)AAownership of the investment securities of the bank used to secure a deposit of public funds; and (4)AAmethod by which an investment security used to secure a deposit of public funds is valued. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1999, 76th Leg., ch. 344, Sec. 5.006, eff. Sept. 1, 5 Resolution No. 08-13-20-3.17 Page 69 of 292 1999. Sec.A2257.025.AARECORDS OF DEPOSITORY. (a) A public entity ’s depository shall maintain a separate, accurate, and complete record relating to a pledged investment security, a deposit of public funds, and a transaction related to a pledged investment security. (b)AAThe comptroller or the public entity may examine and verify at any reasonable time a pledged investment security or a record a depository maintains under this section. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 891, Sec. 3.16, eff. Sept. 1, 1997. Sec.A2257.026.AACHANGE IN AMOUNT OR ACTIVITY OF DEPOSITS OF PUBLIC FUNDS. A public entity shall inform the depository for the public entity ’s deposit of public funds of a significant change in the amount or activity of those deposits within a reasonable time before the change occurs. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. SUBCHAPTER C. CUSTODIAN; PERMITTED INSTITUTION Sec.A2257.041.AADEPOSIT OF SECURITIES WITH CUSTODIAN. (a) In addition to other authority granted by law, a depository for a public entity other than a state agency may deposit with a custodian a security pledged to secure a deposit of public funds. (b)AAAt the request of the public entity, a depository for a public entity other than a state agency shall deposit with a custodian a security pledged to secure a deposit of public funds. (c)AAA depository for a state agency shall deposit with a custodian a security pledged to secure a deposit of public funds. The custodian and the state agency shall agree in writing on the terms and conditions for securing a deposit of public funds. (d)AAA custodian must be approved by the public entity and be: (1)AAa state or national bank that: 6 Resolution No. 08-13-20-3.17 Page 70 of 292 (A)AAis designated by the comptroller as a state depository; (B)AAhas its main office or a branch office in this state; and (C)AAhas a capital stock and permanent surplus of $5 million or more; (2)AAthe Texas Treasury Safekeeping Trust Company; (3)AAa Federal Reserve Bank or a branch of a Federal Reserve Bank; (4)AAa federal home loan bank; or (5)AAa financial institution authorized to exercise fiduciary powers that is designated by the comptroller as a custodian pursuant to Section 404.031(e). (e)AAA custodian holds in trust the securities to secure the deposit of public funds of the public entity in the depository pledging the securities. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1995, 74th Leg., ch. 1010, Sec. 1, eff. June 17, 1995; Acts 1997, 75th Leg., ch. 891, Sec. 3.17, eff. Sept. 1, 1997; Acts 1999, 76th Leg., ch. 344, Sec. 5.007, eff. Sept. 1, 1999. Amended by: Acts 2009, 81st Leg., R.S., Ch. 486 (S.B.638), Sec. 3, eff. September 1, 2009. Sec.A2257.042.AADEPOSIT OF SECURITIES WITH PERMITTED INSTITUTION. (a) A custodian may deposit with a permitted institution an investment security the custodian holds under Section 2257.041. (b)AAIf a deposit is made under Subsection (a): (1)AAthe permitted institution shall hold the investment security to secure funds the public entity deposits in the depository that pledges the investment security; (2)AAthe trust receipt the custodian issues under Section 2257.045 shall show that the custodian has deposited the security in a permitted institution; and (3)AAthe permitted institution, on receipt of the investment security, shall immediately issue to the custodian an 7 Resolution No. 08-13-20-3.17 Page 71 of 292 advice of transaction or other document that is evidence that the custodian deposited the security in the permitted institution. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec.A2257.043.AADEPOSITORY AS CUSTODIAN OR PERMITTED INSTITUTION. (a) A public entity other than a state agency may prohibit a depository or an entity of which the depository is a branch from being the custodian of or permitted institution for a security the depository pledges to secure a deposit of public funds. (b)AAA depository or an entity of which the depository is a branch may not be the custodian of or permitted institution for a security the depository pledges to secure a deposit of public funds by a state agency. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec.A2257.044.AACUSTODIAN AS BAILEE. (a) A custodian under this chapter or a custodian of a security pledged to an institution of higher education, as defined by Section 61.003, Education Code, whether acting alone or through a permitted institution, is for all purposes the bailee or agent of the public entity or institution depositing the public funds with the depository. (b)AATo the extent of any conflict, Subsection (a) prevails over Chapter 8 or 9, Business & Commerce Code. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec. 2257.045.AARECEIPT OF SECURITY BY CUSTODIAN. (a)AAOn receipt of an investment security, a custodian shallAAimmediately identify on its books and records, by book entry or another method, the pledge of the security to the public entity. (b)AAFor a deposit of public funds under Subchapter F, the custodian shall issue and deliver to the comptroller a trust receipt for the pledged security. (c)AAFor any other deposit of public funds under this chapter, at the written direction of the appropriate public entity officer, the custodian shall: (1)AAissue and deliver to the appropriate public entity 8 Resolution No. 08-13-20-3.17 Page 72 of 292 officer a trust receipt for the pledged security; or (2)AAissue and deliver a trust receipt for the pledged security to the public entity ’s depository and instruct the depository to deliver the trust receipt to the public entity officer immediately. (d)AAThe custodian shall issue and deliver the trust receipt as soon as practicable on the same business day on which the investment security is received. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by: Acts 2013, 83rd Leg., R.S., Ch. 434 (S.B.581), Sec. 1, eff. June 14, 2013. Sec.A2257.046.AABOOKS AND RECORDS OF CUSTODIAN; INSPECTION. (a) A public entity ’s custodian shall maintain a separate, accurate, and complete record relating to each pledged investment security and each transaction relating to a pledged investment security. (b)AAThe comptroller or the public entity may examine and verify at any reasonable time a pledged investment security or a record a custodian maintains under this section. The public entity or its agent may inspect at any time an investment security evidenced by a trust receipt. (c)AAThe public entity ’s custodian shall file a collateral report with the comptroller in the manner and on the dates prescribed by the comptroller. (d)AAAt the request of the appropriate public entity officer, the public entity ’s custodian shall provide a current list of all pledged investment securities.AAThe list must include, for each pledged investment security: (1)AAthe name of the public entity; (2)AAthe date the security was pledged to secure the public entity ’s deposit; (3)AAthe Committee on Uniform Security Identification Procedures (CUSIP) number of the security; (4)AAthe face value and maturity date of the security; and 9 Resolution No. 08-13-20-3.17 Page 73 of 292 (5)AAthe confirmation number on the trust receipt issued by the custodian. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 891, Sec. 3.18, eff. Sept. 1, 1997. Amended by: Acts 2013, 83rd Leg., R.S., Ch. 434 (S.B.581), Sec. 2, eff. June 14, 2013. Sec.A2257.047.AABOOKS AND RECORDS OF PERMITTED INSTITUTION. (a) A permitted institution may apply book entry procedures when an investment security held by a custodian is deposited under Section 2257.042. (b)AAA permitted institution ’s records must at all times state the name of the custodian that deposits an investment security in the permitted institution. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec.A2257.048.AAATTACHMENT AND PERFECTION OF SECURITY INTEREST. (a) A security interest that arises out of a depository ’s pledge of a security to secure a deposit of public funds by a public entity or an institution of higher education, as defined by Section 61.003, Education Code, is created, attaches, and is perfected for all purposes under state law from the time that the custodian identifies the pledge of the security on the custodian ’s books and records and issues the trust receipt. (b)AAA security interest in a pledged security remains perfected in the hands of a subsequent custodian or permitted institution. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. SUBCHAPTER D. AUDITS AND EXAMINATIONS; PENALTIES Sec.A2257.061.AAAUDITS AND EXAMINATIONS. As part of an audit or regulatory examination of a public entity ’s depository or custodian, the auditor or examiner shall: (1)AAexamine and verify pledged investment securities 10 Resolution No. 08-13-20-3.17 Page 74 of 292 and records maintained under Section 2257.025 or 2257.046; and (2)AAreport any significant or material noncompliance with this chapter to the comptroller. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 891, Sec. 3.19, eff. Sept. 1, 1997. Sec.A2257.062.AAPENALTIES. (a) The comptroller may revoke a depository ’s designation as a state depository for one year if, after notice and a hearing, the comptroller makes a written finding that the depository, while acting as either a depository or a custodian: (1)AAdid not maintain reasonable compliance with this chapter; and (2)AAfailed to remedy a violation of this chapter within a reasonable time after receiving written notice of the violation. (b)AAThe comptroller may permanently revoke a depository ’s designation as a state depository if the comptroller makes a written finding that the depository: (1)AAhas not maintained reasonable compliance with this chapter; and (2)AAhas acted in bad faith by not remedying a violation of this chapter. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 891, Sec. 3.19, eff. Sept. 1, 1997. Sec.A2257.063.AAMITIGATING CIRCUMSTANCES. (a) The comptroller shall consider the total circumstances relating to the performance of a depository or custodian when the comptroller makes a finding required by Section 2257.062, including the extent to which the noncompliance is minor, isolated, temporary, or nonrecurrent. (b)AAThe comptroller may not find that a depository or custodian did not maintain reasonable compliance with this chapter if the noncompliance results from the public entity ’s failure to 11 Resolution No. 08-13-20-3.17 Page 75 of 292 comply with Section 2257.026. (c)AAThis section does not relieve a depository or custodian of the obligation to secure a deposit of public funds with eligible security in the amount and manner required by this chapter within a reasonable time after the public entity deposits the deposit of public funds with the depository. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 891, Sec. 3.19, eff. Sept. 1, 1997. Sec.A2257.064.AAREINSTATEMENT. The comptroller may reinstate a depository ’s designation as a state depository if: (1)AAthe comptroller determines that the depository has remedied all violations of this chapter; and (2)AAthe depository assures the comptroller to the comptroller ’s satisfaction that the depository will maintain reasonable compliance with this chapter. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 891, Sec. 3.19, eff. Sept. 1, 1997. SUBCHAPTER E. EXEMPT INSTITUTIONS Sec.A2257.081.AADEFINITION. In this subchapter, "exempt institution" means: (1)AAa public retirement system, as defined by Section 802.001; or (2)AAthe permanent school fund, as described by Section 43.001, Education Code. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Amended by Acts 1997, 75th Leg., ch. 165, Sec. 6.31, eff. Sept. 1, 1997. Sec.A2257.082.AAFUNDS OF EXEMPT INSTITUTION. An exempt institution is not required to have its funds fully insured or collateralized at all times if: (1)AAthe funds are held by: 12 Resolution No. 08-13-20-3.17 Page 76 of 292 (A)AAa custodian of the institution ’s assets under a trust agreement; or (B)AAa person in connection with a transaction related to an investment; and (2)AAthe governing body of the institution, in exercising its fiduciary responsibility, determines that the institution is adequately protected by using a trust agreement, special deposit, surety bond, substantial deposit insurance, or other method an exempt institution commonly uses to protect itself from liability. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. Sec.A2257.083.AAINVESTMENT; SELECTION OF DEPOSITORY. This chapter does not: (1)AAprohibit an exempt institution from prudently investing in a certificate of deposit; or (2)AArestrict the selection of a depository by the governing body of an exempt institution in accordance with its fiduciary duty. Added by Acts 1993, 73rd Leg., ch. 268, Sec. 1, eff. Sept. 1, 1993. SUBCHAPTER F. POOLED COLLATERAL TO SECURE DEPOSITS OF CERTAIN PUBLIC FUNDS Sec. 2257.101.AADEFINITION. In this subchapter, "participating institution" means a financial institution that holds one or more deposits of public funds and that participates in the pooled collateral program under this subchapter. Added by Acts 2009, 81st Leg., R.S., Ch. 486 (S.B.638), Sec. 1, eff. September 1, 2009. Sec. 2257.102.AAPOOLED COLLATERAL PROGRAM. (a) As an alternative to collateralization under Subchapter B, the comptroller by rule shall establish a program for centralized pooled collateralization of deposits of public funds and for monitoring collateral maintained by participating institutions.AAThe rules must provide that deposits of public funds 13 Resolution No. 08-13-20-3.17 Page 77 of 292 of a county are not eligible for collateralization under the program.AAThe comptroller shall provide for a separate collateral pool for any single participating institution ’s deposits of public funds. (b)AAUnder the pooled collateral program, the collateral of a participating institution pledged for a public deposit may not be combined with, cross-collateralized with, aggregated with, or pledged to another participating institution ’s collateral pools for pledging purposes. (c)AAA participating institution may pledge its pooled securities to more than one participating depositor under contract with that participating institution. (d)AAThe pooled collateral program must provide for: (1)AAparticipation in the program by a participating institution and each affected public entity to be voluntary; (2)AAuniform procedures for processing all collateral transactions that are subject to an approved security agreement described by Section 2257.103; and (3)AAthe pledging of a participating institution ’s collateral securities using a single custodial account instead of an account for each depositor of public funds. Added by Acts 2009, 81st Leg., R.S., Ch. 486 (S.B.638), Sec. 1, eff. September 1, 2009. Sec. 2257.103.AAPARTICIPATION IN POOLED COLLATERAL PROGRAM. A financial institution may participate in the pooled collateral program only if: (1)AAthe institution has entered into a binding collateral security agreement with a public agency for a deposit of public funds and the agreement permits the institution ’s participation in the program; (2)AAthe comptroller has approved the institution ’s participation in the program; and (3)AAthe comptroller has approved or provided the collateral security agreement form used. Added by Acts 2009, 81st Leg., R.S., Ch. 486 (S.B.638), Sec. 1, eff. September 1, 2009. 14 Resolution No. 08-13-20-3.17 Page 78 of 292 Sec. 2257.104.AACOLLATERAL REQUIRED; CUSTODIAN TRUSTEE. (a) Each participating institution shall secure its deposits of public funds with eligible securities the total value of which equals at least 102 percent of the amount of the deposits of public funds covered by a security agreement described by Section 2257.103 and deposited with the participating institution, reduced to the extent that the United States or an instrumentality of the United States insures the deposits.AAFor purposes of determining whether collateral is sufficient to secure a deposit of public funds, Section 2257.022(b) does not apply to a deposit of public funds held by the participating institution and collateralized under this subchapter. (b)AAA participating institution shall provide for the collateral securities to be held by a custodian trustee, on behalf of the participating institution, in trust for the benefit of the pooled collateral program.AAA custodian trustee must qualify as a custodian under Section 2257.041. (c)AAThe comptroller by rule shall regulate a custodian trustee under the pooled collateral program in the manner provided by Subchapter C to the extent practicable.AAThe rules must ensure that a custodian trustee depository does not own, is not owned by, and is independent of the financial institution or institutions for which it holds the securities in trust, except that the rules must allow the following to be a custodian trustee: (1)AAa federal reserve bank; (2)AAa banker ’s bank, as defined by Section 34.105, Finance Code; and (3)AAa federal home loan bank. Added by Acts 2009, 81st Leg., R.S., Ch. 486 (S.B.638), Sec. 1, eff. September 1, 2009. Sec. 2257.105.AAMONITORING COLLATERAL. (a) Each participating institution shall file the following reports with the comptroller electronically and as prescribed by rules of the comptroller: (1)AAa daily report of the aggregate ledger balance of 15 Resolution No. 08-13-20-3.17 Page 79 of 292 deposits of public agencies participating in the pooled collateral program that are held by the institution, with each public entity ’s funds held itemized; (2)AAa weekly summary report of the total market value of securities held by a custodian trustee on behalf of the participating institution; (3)AAa monthly report listing the collateral securities held by a custodian trustee on behalf of the participating institution, together with the value of the securities; and (4)AAas applicable, a participating institution ’s annual report that includes the participating institution ’s financial statements. (b)AAThe comptroller shall provide the participating institution an acknowledgment of each report received. (c)AAThe comptroller shall provide a daily report of the market value of the securities held in each pool. (d)AAThe comptroller shall post each report on the comptroller ’s Internet website. Added by Acts 2009, 81st Leg., R.S., Ch. 486 (S.B.638), Sec. 1, eff. September 1, 2009. Sec. 2257.106.AAANNUAL ASSESSMENT. (a) Once each state fiscal year, the comptroller shall impose against each participating institution an assessment in an amount sufficient to pay the costs of administering this subchapter.AAThe amount of an assessment must be based on factors that include the number of public entity accounts a participating institution maintains, the number of transactions a participating institution conducts, and the aggregate average weekly deposit amounts during that state fiscal year of each participating institution ’s deposits of public funds collateralized under this subchapter.AAThe comptroller by rule shall establish the formula for determining the amount of the assessments imposed under this subsection. (b)AAThe comptroller shall provide to each participating institution a notice of the amount of the assessment against the institution. (c)AAA participating institution shall remit to the 16 Resolution No. 08-13-20-3.17 Page 80 of 292 comptroller the amount assessed against it under this section not later than the 45th day after the date the institution receives the notice under Subsection (b). (d)AAMoney remitted to the comptroller under this section may be appropriated only for the purposes of administering this subchapter. Added by Acts 2009, 81st Leg., R.S., Ch. 486 (S.B.638), Sec. 1, eff. September 1, 2009. Sec. 2257.107.AAPENALTY FOR REPORTING VIOLATION. The comptroller may impose an administrative penalty against a participating institution that does not timely file a report required by Section 2257.105. Added by Acts 2009, 81st Leg., R.S., Ch. 486 (S.B.638), Sec. 1, eff. September 1, 2009. Sec. 2257.108.AANOTICE OF COLLATERAL VIOLATION; ADMINISTRATIVE PENALTY. (a) The comptroller may issue a notice to a participating institution that the institution appears to be in violation of collateral requirements under Section 2257.104 and rules of the comptroller. (b)AAThe comptroller may impose an administrative penalty against a participating institution that does not maintain collateral in an amount and in the manner required by Section 2257.104 and rules of the comptroller if the participating institution has not remedied the violation before the third business day after the date a notice is issued under Subsection (a). Added by Acts 2009, 81st Leg., R.S., Ch. 486 (S.B.638), Sec. 1, eff. September 1, 2009. Sec. 2257.109.AAPENALTY FOR FAILURE TO PAY ASSESSMENT. The comptroller may impose an administrative penalty against a participating institution that does not pay an assessment against it in the time provided by Section 2257.106(c). Added by Acts 2009, 81st Leg., R.S., Ch. 486 (S.B.638), Sec. 1, eff. September 1, 2009. 17 Resolution No. 08-13-20-3.17 Page 81 of 292 Sec. 2257.110.AAPENALTY AMOUNT; PENALTIES NOT EXCLUSIVE. (a) The comptroller by rule shall adopt a formula for determining the amount of a penalty under this subchapter.AAFor each violation and for each day of a continuing violation, a penalty must be at least $100 per day and not more than $1,000 per day.AAThe penalty must be based on factors that include: (1)AAthe aggregate average weekly deposit amounts during the state fiscal year of the institution ’s deposits of public funds; (2)AAthe number of violations by the institution during the state fiscal year; (3)AAthe number of days of a continuing violation; and (4)AAthe average asset base of the institution as reported on the institution ’s year-end report of condition. (b)AAThe penalties provided by Sections 2257.107-2257.109 are in addition to those provided by Subchapter D or other law. Added by Acts 2009, 81st Leg., R.S., Ch. 486 (S.B.638), Sec. 1, eff. September 1, 2009. Sec. 2257.111.AAPENALTY PROCEEDING CONTESTED CASE. A proceeding to impose a penalty under Section 2257.107,2257.108, or 2257.109 is a contested case under Chapter 2001. Added by Acts 2009, 81st Leg., R.S., Ch. 486 (S.B.638), Sec. 1, eff. September 1, 2009. Sec. 2257.112.AASUIT TO COLLECT PENALTY. The attorney general may sue to collect a penalty imposed under Section 2257.107,2257.108, or 2257.109. Added by Acts 2009, 81st Leg., R.S., Ch. 486 (S.B.638), Sec. 1, eff. September 1, 2009. Sec. 2257.113.AAENFORCEMENT STAYED PENDING REVIEW. Enforcement of a penalty imposed under Section 2257.107,2257.108, or 2257.109 may be stayed during the time the order is under judicial review if the participating institution pays the penalty to the clerk of the court or files a supersedeas bond with the court in the amount of the penalty.AAA participating institution that 18 Resolution No. 08-13-20-3.17 Page 82 of 292 cannot afford to pay the penalty or file the bond may stay the enforcement by filing an affidavit in the manner required by the Texas Rules of Civil Procedure for a party who cannot afford to file security for costs, subject to the right of the comptroller to contest the affidavit as provided by those rules. Added by Acts 2009, 81st Leg., R.S., Ch. 486 (S.B.638), Sec. 1, eff. September 1, 2009. Sec. 2257.114.AAUSE OF COLLECTED PENALTIES. Money collected as penalties under this subchapter may be appropriated only for the purposes of administering this subchapter. Added by Acts 2009, 81st Leg., R.S., Ch. 486 (S.B.638), Sec. 1, eff. September 1, 2009. 19 Resolution No. 08-13-20-3.17 Page 83 of 292 EXHIBIT D LOCAL GOVERNMENT CODE, CHAPTER 171 MATTERS AFFECTING PUBLIC OFFICERS AND EMPLOYEES Resolution No. 08-13-20-3.17 Page 84 of 292 LOCAL GOVERNMENT CODE TITLE 5. MATTERS AFFECTING PUBLIC OFFICERS AND EMPLOYEES SUBTITLE C. MATTERS AFFECTING PUBLIC OFFICERS AND EMPLOYEES OF MORE THAN ONE TYPE OF LOCAL GOVERNMENT CHAPTER 171. REGULATION OF CONFLICTS OF INTEREST OF OFFICERS OF MUNICIPALITIES, COUNTIES, AND CERTAIN OTHER LOCAL GOVERNMENTS Sec.A171.001.AADEFINITIONS. In this chapter: (1)AA"Local public official" means a member of the governing body or another officer, whether elected, appointed, paid, or unpaid, of any district (including a school district), county, municipality, precinct, central appraisal district, transit authority or district, or other local governmental entity who exercises responsibilities beyond those that are advisory in nature. (2)AA"Business entity" means a sole proprietorship, partnership, firm, corporation, holding company, joint-stock company, receivership, trust, or any other entity recognized by law. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Sec.A171.002.AASUBSTANTIAL INTEREST IN BUSINESS ENTITY. (a) For purposes of this chapter, a person has a substantial interest in a business entity if: (1)AAthe person owns 10 percent or more of the voting stock or shares of the business entity or owns either 10 percent or more or $15,000 or more of the fair market value of the business entity; or (2)AAfunds received by the person from the business entity exceed 10 percent of the person ’s gross income for the previous year. (b)AAA person has a substantial interest in real property if the interest is an equitable or legal ownership with a fair market value of $2,500 or more. (c)AAA local public official is considered to have a substantial interest under this section if a person related to the official in the first degree by consanguinity or affinity, as 1 Resolution No. 08-13-20-3.17 Page 85 of 292 determined under Chapter 573, Government Code, has a substantial interest under this section. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1989, 71st Leg., ch. 1, Sec. 40(a), eff. Aug. 28, 1989; Acts 1991, 72nd Leg., ch. 561, Sec. 37, eff. Aug. 26, 1991; Acts 1995, 74th Leg., ch. 76, Sec. 5.95(27), eff. Sept. 1, 1995; Acts 1997, 75th Leg., ch. 849, Sec. 1, eff. Sept. 1, 1997. Sec.A171.0025.AAAPPLICATION OF CHAPTER TO MEMBER OF HIGHER EDUCATION AUTHORITY. This chapter does not apply to a board member of a higher education authority created under Chapter 53, Education Code, unless a vote, act, or other participation by the board member in the affairs of the higher education authority would provide a financial benefit to a financial institution, school, college, or university that is: (1)AAa source of income to the board member; or (2)AAa business entity in which the board member has an interest distinguishable from a financial benefit available to any other similar financial institution or other school, college, or university whose students are eligible for a student loan available under Chapter 53, Education Code. Added by Acts 1989, 71st Leg., ch. 1, Sec. 41(a), eff. Aug. 28, 1989. Sec.A171.003.AAPROHIBITED ACTS; PENALTY. (a) A local public official commits an offense if the official knowingly: (1)AAviolates Section 171.004; (2)AAacts as surety for a business entity that has work, business, or a contract with the governmental entity; or (3)AAacts as surety on any official bond required of an officer of the governmental entity. (b)AAAn offense under this section is a Class A misdemeanor. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1989, 71st Leg., ch. 1, Sec. 40(a), eff. Aug. 28, 1989. Sec.A171.004.AAAFFIDAVIT AND ABSTENTION FROM VOTING REQUIRED. (a) If a local public official has a substantial 2 Resolution No. 08-13-20-3.17 Page 86 of 292 interest in a business entity or in real property, the official shall file, before a vote or decision on any matter involving the business entity or the real property, an affidavit stating the nature and extent of the interest and shall abstain from further participation in the matter if: (1)AAin the case of a substantial interest in a business entity the action on the matter will have a special economic effect on the business entity that is distinguishable from the effect on the public; or (2)AAin the case of a substantial interest in real property, it is reasonably foreseeable that an action on the matter will have a special economic effect on the value of the property, distinguishable from its effect on the public. (b)AAThe affidavit must be filed with the official record keeper of the governmental entity. (c)AAIf a local public official is required to file and does file an affidavit under Subsection (a), the official is not required to abstain from further participation in the matter requiring the affidavit if a majority of the members of the governmental entity of which the official is a member is composed of persons who are likewise required to file and who do file affidavits of similar interests on the same official action. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Amended by Acts 1989, 71st Leg., ch. 1, Sec. 40(a), eff. Aug. 28, 1989. Sec.A171.005.AAVOTING ON BUDGET. (a) The governing body of a governmental entity shall take a separate vote on any budget item specifically dedicated to a contract with a business entity in which a member of the governing body has a substantial interest. (b)AAExcept as provided by Section 171.004(c), the affected member may not participate in that separate vote. The member may vote on a final budget if: (1)AAthe member has complied with this chapter; and (2)AAthe matter in which the member is concerned has been resolved. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Renumbered from Sec. 171.006 and amended by Acts 1989, 71st Leg., 3 Resolution No. 08-13-20-3.17 Page 87 of 292 ch. 1, Sec. 40(a), eff. Aug. 28, 1989. Sec.A171.006.AAEFFECT OF VIOLATION OF CHAPTER. The finding by a court of a violation under this chapter does not render an action of the governing body voidable unless the measure that was the subject of an action involving a conflict of interest would not have passed the governing body without the vote of the person who violated the chapter. Acts 1987, 70th Leg., ch. 149, Sec. 1, eff. Sept. 1, 1987. Renumbered from Sec. 171.008 by Acts 1989, 71st Leg., ch. 1, Sec. 40(a), eff. Aug. 28, 1989. Sec.A171.007.AACOMMON LAW PREEMPTED; CUMULATIVE OF MUNICIPAL PROVISIONS. (a) This chapter preempts the common law of conflict of interests as applied to local public officials. (b)AAThis chapter is cumulative of municipal charter provisions and municipal ordinances defining and prohibiting conflicts of interests. Amended by Acts 1989, 71st Leg., ch. 1, Sec. 40(a), eff. Aug. 28, 1989. Sec.A171.009.AASERVICE ON BOARD OF CORPORATION FOR NO COMPENSATION. It shall be lawful for a local public official to serve as a member of the board of directors of private, nonprofit corporations when such officials receive no compensation or other remuneration from the nonprofit corporation or other nonprofit entity. Added by Acts 1989, 71st Leg., ch. 475, Sec. 2, eff. Aug. 28, 1989. Sec.A171.010.AAPRACTICE OF LAW. (a) For purposes of this chapter, a county judge or county commissioner engaged in the private practice of law has a substantial interest in a business entity if the official has entered a court appearance or signed court pleadings in a matter relating to that business entity. (b)AAA county judge or county commissioner that has a substantial interest in a business entity as described by Subsection (a) must comply with this chapter. 4 Resolution No. 08-13-20-3.17 Page 88 of 292 (c)AAA judge of a constitutional county court may not enter a court appearance or sign court pleadings as an attorney in any matter before: (1)AAthe court over which the judge presides; or (2)AAany court in this state over which the judge ’s court exercises appellate jurisdiction. (d)AAUpon compliance with this chapter, a county judge or commissioner may practice law in the courts located in the county where the county judge or commissioner serves. Added by Acts 2003, 78th Leg., ch. 227, Sec. 21, eff. Sept. 1, 2003; Acts 2003, 78th Leg., ch. 1206, Sec. 3, eff. June 20, 2003. 5 Resolution No. 08-13-20-3.17 Page 89 of 292 EXHIBIT E CITY OF COLLEGE STATION DEPOSITORY AGREEMENT (Consideration will not be given to any other contract terms and conditions unless provided herein and submitted with this Request for Application) Resolution No. 08-13-20-3.17 Page 90 of 292 BANK DEPOSITORY CONTRACT THE STATE OF TEXAS )( COUNTY OF BRAZOS )( This Bank Depository Contract (the “Contract”) is made and entered into by and between the City of College Station, Texas (the “City”) and _____________, College Station, Texas (the “Bank”) a bank chartered by the State of Texas. Section 1. Designation as Depository: The City, through action of its Governing Body, hereby designates the Bank as its depository for banking services for a three-year term beginning October 1, 2020, and ending September 30, 2023 with two (1) one-year renewal options. Section 2. Designation of Custodian: The Bank hereby pledges securities as shown in Exhibit A, attached hereto and incorporated herein for all purposes, as a pledge to the City to secure its deposits of funds of said City, as provided for in said designation, said securities in the part and appraised value of___________________________________. The said securities, during the life of this Contract, are to be held and retained in the custody of , hereinafter called the Custodial Bank. The Bank will at all times keep on deposit with said Custodial Bank an amount of securities equal in value to 105% of the largest combined balance the City of College Station maintains in the Custodial Bank. This amount will exclude deposit insurance as provided, now or hereafter, by the Federal Deposit Insurance Corporation. No securities pledged with the Custodial Bank will be withdrawn, released or substituted without the prior written consent of the City’s designated representative. The City will release collateral only if it is satisfied that such collateral is not needed as security for the City’s deposits. The Bank shall have the right at all times to collect interest accruing on said securities. It shall also have the right to collect any maturing securities, but at the same time must replace an equal amount of acceptable securities in lieu thereof. It is the condition of this pledge that The Bank will faithfully perform all duties and obligations imposed by law, City Charter, or ordinance upon it as a City Depository, and that it shall faithfully, upon presentation, pay any and all checks and drafts upon said Depository by the City of College Station, Texas, and that the said Bank shall faithfully keep all funds of said City of College Station, Texas, deposited with it and account therefor according to law. During the life of this Contract the said City of College Station, Texas, shall have a first and prior lien upon all of said securities which may now or hereafter be in the hands of the said Custodial Bank to secure the faithful performance of this Contract and the observance of the above conditions. After obtaining the approval of the City Council of the City of College Station, Texas, or its designated agent, the Custodial Bank may be changed and the securities deposited with such other Custodial Bank as may be approved by the City of College Station, Texas. Section 3. Financial Position: The Bank will provide a statement of its financial position on at least a quarterly basis. The Bank will provide an annual statement audited by its independent auditors including a letter as to its “fair representation”. Resolution No. 08-13-20-3.17 Page 91 of 292 Section 4. Authorized City Representative: For the term of this Contract, the City designates the individuals as listed in Exhibit B as authorized to represent and act for the City in any and all matters including collateral assignment and substitution, execution of agreements and transfer of funds. Any change in these representatives will be made in writing. Section 5. Scope of Services: The City’s Request for Application (“RFA”), dated ____________, 2020, including the Bank’s response to the RFA (the “Response”) is attached hereto as Exhibit C and incorporated into this Contract for all purposes, including service charges, time deposit, demand deposit and loan rates. If any provisions of the RFA and Response and this Contract are in conflict, this Contract will control first, then the RFA and finally the Response. The Bank shall faithfully perform all of its duties and obligations required by the laws of the State of Texas for public funds depositories and shall upon presentation pay all checks drawn on it against collected funds on demand deposits, and shall, at the expiration of the Contract, turn over to its successor all funds, City-owned securities, property and things of value held as depository. The City shall have the power to determine and designate the character and amount of the funds to be deposited in the Bank. The City may arrange for time deposits and the Bank may accept such deposits subject to the terms of the Bank’s Response. This Contract, along with all Exhibits and other incorporated documents shall constitute the entire agreement between the parties. Section 6. Contract Amount. The total amount compensated for services rendered under this Contract shall not exceed ___________________ __________________and /100 Dollars ($ _________). Section 7. Default: In the event of a default, failure or insolvency of the Bank, the City shall be deemed to have vested full title to all securities pledged under this Contract. The City is empowered to take possession of and transfer and or sell any and all securities. If the security is liquidated, any proceeds over the defaulted amount, plus expenses related to liquidation, shall be returned to the Bank. This power is in addition to other remedies which the City may have under this Contract and without prejudice to its rights to maintain any suit in any court for redress of injuries sustained by the City under this Contract. Section 8. Assignment: This Contract cannot be transferred or assigned to another party without the written consent of the City and may be subject to cancellation if such consent is not requested. Any and all expenses incurred by the City which are directly caused by a change in management, ownership of the Bank or a merger during the term of this Contract shall be reimbursed to the City by the Bank. Such costs shall be limited to reasonable “direct expense” related to a changeover to a new bank. Section 9. Termination: This Contract may be terminated by either the City or the Bank by giving sixty (60) days prior written notice to the parties. Section 10. Law Governing: All applicable provisions and requirements of the laws of the State of Texas governing depositories for the City shall be a part of this Contract. Resolution No. 08-13-20-3.17 Page 92 of 292 Section 11. Bank Authorization: The Bank represents and warrants that this Contract is made pursuant to and is duly authorized by the Board of Directors of the Bank and recorded in the official records of the Bank. Section 12. Effective Date. This Contract shall take effect upon the approval thereof by the City of College Station, Texas, to be evidenced by the signature of the Mayor hereunto affixed, attested by the City Secretary, and the seal of said City of College Station, Texas and by a certified copy of resolution of the City Council of the City of College Station, Texas, approving this Contract, attached hereto as Exhibit D and incorporated into this Contract for all purposes. A written acceptance of the said Custodial Bank to be evidenced by the signature of an officer, duly and lawfully authorized by a resolution of the Board of Directors or similar document, shall be attached hereto as Exhibit E and incorporated into this Contract for all purposes. Section 13, Waiver. Failure of either party, at any time, to enforce a provision of this Contract shall in no way constitute a waiver of that provision nor in any way affect the validity of this Contract, any part hereof, or the right of the City thereafter to enforce each and every provision hereof. No term of this Contract shall be deemed waived unless the waiver shall be in writing and signed by the party claimed to have waived. List of Exhibits “A” Securities pledged by Bank “B” List of authorized individuals to represent City of College Station “C” City’s RFA and Bank’s Response “D” Resolution of City of College Station “E” Resolution of Bank _____________________________ (Name of Bank) By: Title Date: Resolution No. 08-13-20-3.17 Page 93 of 292 CITY OF COLLEGE STATION By: Mayor Date: ATTEST: City Secretary Date APPROVED: City Manager Date City Attorney Date Assistant City Manager/CFO Date STATE OF TEXAS ) ) ACKNOWLEDGMENT COUNTY OF BRAZOS ) This instrument was acknowledged before me on the day of , 2020, by in his/her capacity as of ______________, a corporation, on behalf of said corporation. Notary Public in and for the State of Texas Resolution No. 08-13-20-3.17 Page 94 of 292 STATE OF TEXAS ) ) ACKNOWLEDGMENT COUNTY OF BRAZOS ) This instrument was acknowledged before me on the day of , 2020, by Karl Mooney in his capacity as Mayor of the City of College Station, a Texas Home-Rule Corporation, on behalf of said municipality. Notary Public in and for the State of Texas Resolution No. 08-13-20-3.17 Page 95 of 292 Exhibit A List Pledged Securities ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ Resolution No. 08-13-20-3.17 Page 96 of 292 Exhibit B Authorized City Representatives Resolution No. 08-13-20-3.17 Page 97 of 292 Exhibit C City’s Request for Applications And Bank’s Response Resolution No. 08-13-20-3.17 Page 98 of 292 Exhibit D City Resolution Resolution No. 08-13-20-3.17 Page 99 of 292 Exhibit E Bank Resolution Resolution No. 08-13-20-3.17 Page 100 of 292 APPLICATION FORM I BANK SERVICE REQUIREMENTS EXCEL FORM (separate attachment) Resolution No. 08-13-20-3.17 Page 101 of 292 APPLICATION FORM II QUESTIONNAIRE WORD FORM (separate attachment) Resolution No. 08-13-20-3.17 Page 102 of 292 APPLICATION FORM III BANK PERFORMANCE ANALYSIS EXCEL FORM (separate attachment) Resolution No. 08-13-20-3.17 Page 103 of 292 Page 2 of 2 Q: Coin/Cash: Please provide a breakdown of cash vs. coin in deposits. A: Rarely do we have coins in deposits but when they occur it could be large quantities due to special athletic events the City hosts. Q: Why would the City have a large coin volume? A: Special events the City hosts and surface lot parking in our Northgate district. ACKNOWLEDGEMENT Please acknowledge receipt of this addendum on the Certification page included in RFA No. 20-051. Resolution No. 08-13-20-3.17 Page 104 of 292 BB&T now Truist Proposal for Banking Services City of College Station RFA NO. 20-051 June 5, 2020 2PM CT Presented by: Glen Davis Senior Vice President Market President 2717 Texas Avenue S College Station, Texas 77840 (979) 599-7083 Glen.Davis@BBandT.com Megan McCrimmon Vice President Treasury Solutions Consultant 333 Clay Street Houston, Texas 77002 (713) 425-0818 MMccrimmon@BBandT.com Resolution No. 08-13-20-3.17 Page 105 of 292 TABLE OF CONTENTS TAB A: COVER LETTER .................................................................................................................................................... 2 TAB B: CERTIFICATION FORM ........................................................................................................................................ 5 TAB C: APPLICATION FORM I ......................................................................................................................................... 7 TAB D: APPLICATION FORM II - BANK SERVICE QUESTIONNAIRE ................................................................................ 15 TAB E: SAMPLES ........................................................................................................................................................... 54 TAB F: REFERENCE LISTING ........................................................................................................................................ 149 TAB G: AVAILABILITY OF FUNDS ................................................................................................................................ 152 TAB H: APPLICATION FORM III – BANK PERFORMANCE ANALYSIS ............................................................................ 160 TAB I: ADDITIONAL DATA AND OTHER REQUESTED INFORMATION ......................................................................... 164 TAB J: DISCLOSURES .................................................................................................................................................. 180 TAB K: APPENDIX ....................................................................................................................................................... 182 Resolution No. 08-13-20-3.17 Page 106 of 292 Tab A: Cover Letter Resolution No. 08-13-20-3.17 Page 107 of 292 June 5, 2020 Michael Dehaven Assistant Finance Director City of College Station 1101 Texas Avenue College Station, Texas 77840 Dear Mr. Dehaven: Thank you for the opportunity to continue to provide City of College Station (“the City”) with a Treasury and Deposit solution that meets your objectives to achieve the most productive use of cash and resources, minimize operating costs and bank fees, safeguard assets, utilize available technology, and provide maximum flexibility in the management of day-to-day operations. We are well positioned to meet the requirements put forth by this RFP and we are committed to continuing to develop a strong relationship with the City by providing high quality, efficient banking services at very competitive prices. We are committed to continuing to provide the City the solutions that meet and exceed your current needs and expectations. A Premier Financial Institution BB&T and SunTrust, two iconic franchises, combined in a merger of equals to create the sixth-largest U.S. bank holding company with 275 years of combined history serving clients and communities in high growth markets. The combined bank is now known as Truist Bank (“Truist”). With our shared mission- and purpose-driven cultures, Truist will be true to our legacy as BB&T and SunTrust. It will move forward with the same trust and transparency you’ve come to expect. It also signals a shared belief in relentlessly building a better future, for our clients, associates, teammates and communities. By joining forces with a shared mission of putting our clients first, we’ll be able to accelerate our investment in transformational technologies, so we can better serve you. Truist is in the process of merging the operating systems of SunTrust and BB&T, and this proposal includes accounts and services previously offered by BB&T. As work continues towards conversion to Truist systems, services will be provided under the BB&T name for a period of time. You will receive advance notice of any updates or changes to your accounts, products and services, in accordance with the terms of your agreement(s). Continued Stability and Security since 1872 For more than 148 years, BB&T now Truist has been a stable, safe and growing financial institution and is currently one of the largest financial holding companies in the United States. As a Fortune 500 company, we are consistently recognized for outstanding client satisfaction by the U.S. Small Business Administration, Greenwich Associates and others. Resolution No. 08-13-20-3.17 Page 108 of 292 Trusted Advisor At BB&T now Truist, our mission is to help clients achieve economic success and financial security. And we know that begins with really getting to know you and your business. Listening to your needs and aspirations helps us create a customized financial strategy that will get you where you want to go. Through a collaborative, consultative approach to understanding your business strategies, BB&T now Truist delivers comprehensive solutions supported by a heritage of exceptional client service. In summary, we would be honored and privileged to continue our partnership with the City. Our pledge is to provide an unsurpassed level of expertise, service excellence, delivered by a highly personalized team of seasoned professionals, who will ensure a strong and successful relationship. We understand the importance of these processes to you and commit to working diligently and professionally to assist you wherever possible. As a duly appointed officer of BB&T now Truist, Glen Davis is authorized to act on behalf of the Bank for purposes of this RFP response. With kindest regards, Glen Davis Senior Vice President Market President 2717 Texas Avenue S College Station, Texas 77840 (979) 599-7083 Glen.Davis@BBandT.com Resolution No. 08-13-20-3.17 Page 109 of 292 Tab B: Certification Form Resolution No. 08-13-20-3.17 Page 110 of 292 CERTIFICATION The undersigned affirms that they are duly authorized to represent this Financial Institution, that this RFA has not been prepared in collusion with any other Financial Institution, and that the contents of this RFA have not been communicated to any other Financial Institution prior to the official opening of this RFA. The undersigned also affirms that the Financial Institution is willing to sign the attached Depository Contract (Exhibit E). Signed By: Title: Typed Name: Company Name: Phone No.: Fax No.: Email: Mailing Address: P.O. Box or Street City State Zip Federal Tax ID No: _________________________________ Date: Number of Addenda Acknowledged (if applicable): _______ This form shall be included with Application submittals. END OF RFQ 20-051 ***DO NOT MODIFY THIS FORM*** RFA 20-051 Banking Depository Services Senior Vice President BB&T now Truist (979) 599-7083 Glen Davis Glen.Davis@BBandT.com 2717 Texas Avenue S, College Station, Texas 77840 June 5, 2020 56-1074313 0 (979) 693-2979 Resolution No. 08-13-20-3.17 Page 111 of 292 Tab C: Application Form I Resolution No. 08-13-20-3.17 Page 112 of 292 CITY OF COLLEGE STATION, TEXAS DEPOSITORY BANK SERVICES RFA No. 20‐051 APPLICATION FORM I BANK SERVICE REQUIREMENTS Estimated Combined Balance of All Accounts Account Information Estimated Balances No. of Accounts Operating Account Average Daily Balance Money Market Average Daily Balance ** Estimated Collateral Required **This account is used in evaluation of our City investment portfolio. The interest rate earned will dictate its balance. Service Description "City" Average Monthly Activity Unit Price/Price for Service "City" Average Total Monthly Charge "City" Average Total Annual Charge ** GENERAL BANKING SERVICES ** MAINTENANCE FEE 5 4.2000 21.00 252.00 CREDITS POSTED 331 0.1800 59.58 714.96 ITEMS DEPOSITED ‐ BB&T 17 0.0300 0.51 6.12 ITEMS DEPOSITED ‐ IN STATE 261 0.0300 7.83 93.96 ITEMS DEPOSITED ‐ OTHER 210 0.0300 6.30 75.60 CHECKS PAID AND OTHER DEBITS 640 0.0400 25.60 307.20 CHECK PAID‐REJECT 7 0.1000 0.70 8.40 BRANCH CHECK IMAGE ACCESS 1 1.0000 1.00 12.00 BRANCH CHECK IMAGE ACCESS 1 1.0000 1.00 12.00 WAIVED CHECK CHARGES (2)1 0.0000 ‐ ‐ (2) CURRENCY SALES 78 0.0003 0.02 0.24 COIN AND CURRENCY DEPOSITED 257478 0.0004 102.99 1,235.89 NIGHT DEPOSITORY SERVICES 1 0.4000 0.40 4.80 CHECK IMAGES WITH STATEMENT 1 0.0000 ‐ ‐ RDI SPECIAL HANDLING MAINT 2 2.0000 4.00 48.00 RETURNED DEPOSIT/CASH ITEM FEE 7 2.4000 16.80 201.60 ‐ ‐ ** SPEC COLLECTION SERVICES ** ICL MONTHLY MAINT FEE 1 40.0000 40.00 480.00 ICL DEPOSIT ITEM ‐ BB&T 363 0.0080 2.90 34.85 ICL DEPOSIT ITEM ‐ IN STATE 3469 0.0100 34.69 416.28 ICL DEPOSIT ITEM ‐ OTHER 1367 0.0100 13.67 164.04 ‐ ‐ ** WIRE TRANSFER SERVICES ** INCOMING WIRE 6 3.0000 18.00 216.00 DRAWDOWN WIRE 19 3.0000 57.00 684.00 WIRE ADVICE ‐ U.S. MAIL 25 1.0000 25.00 300.00 CMOL REPETITIVE WIRE 5 2.2000 11.00 132.00 CMOLINE WIRE MAINT 1 4.0000 4.00 48.00 ‐ ‐ 280,900,000$ 5 5,000,000$ 260,000,000$ 1 Resolution No. 08-13-20-3.17 Page 113 of 292 ** ACH SERVICES ** ACH RECEIVED CREDIT 632 0.0400 25.28 303.36 ACH RECEIVED DEBIT 86 0.0400 3.44 41.28 ACH NOTIFICATION OF CHANGE 16 0.6000 9.60 115.20 ACH RETURN NOTICE‐FAX/EMAIL 186 0.6000 111.60 1,339.20 ACH RETURN ITEMS UNAUTHORIZED 4 0.0000 ‐ ‐ ACH RETURN ITEMS 171 1.2000 205.20 2,462.40 ACH MONTHLY MAINT PREMIUM 2 10.0000 20.00 240.00 TOTAL ACH ORIGINATED ITEMS ‐ UP TO 5000 3379 0.0300 101.37 1,216.44 TOTAL ACH ORIGINATED ITEMS 5001 ‐ 24999 0 0.0260 ‐ ‐ ACH ORIGINATED ADDENDA RECORDS 41 0.0080 0.33 3.94 ACH POSITIVE PAY MONTHLY MAINT 4 5.0000 20.00 240.00 CMOL ACH FILE 29 2.4000 69.60 835.20 ACH ORIGINATED ITEM SAME DAY 369 0.2000 73.80 885.60 ‐ ‐ ** RECONCILIATION SERVICES ** FULL RECON MAINT‐ELEC DELIVERY 1 15.0000 15.00 180.00 FULL RECON ITEMS 649 0.0140 9.09 109.03 CD‐ROM MAINTENANCE 1 6.0000 6.00 72.00 CD‐ROM ITEMS 783 0.0100 7.83 93.96 CD‐ROM DISK 1 3.0000 3.00 36.00 CMOL PAYEE POS PAY ‐ IMAGE 3 0.0000 ‐ ‐ ‐ ‐ ** POSPAY/REVERSE POS PAY ** PAYEE POS PAY W RECON ‐ MAINT 1 15.0000 15.00 180.00 PAYEE POS PAY W RECON ‐ ITEMS 482 0.0080 3.86 46.27 ‐ ‐ ** INFORMATION SERVICES ** CMOL CD ACCT MAINT 5 8.0000 40.00 480.00 CMOL BUSINESS BANKING 5 7.0000 35.00 420.00 CMOL ‐ CD LOADED ITEMS 1702 0.0500 85.10 1,021.20 CMOL BUSBANK ‐ PD LOADED ITEMS UP TO 200 200 0.0000 ‐ ‐ ‐ OVER 200CMOL BUSBANK ‐ PD LOADED ITEMS 1163 0.0700 81.41 976.92 CMOL BUSBANK ‐ IMAGE RETRIEVED UP TO 5 5 0.0000 ‐ ‐ CMOL BUSBANK ‐ IMAGE RETRIEVED ‐VER 5 41 0.4000 16.40 196.80 ‐ ‐ ** CASH MANAGEMENT SERVICES ** ZBA MASTER ACCOUNT MAINTENANCE 2 9.0000 18.00 216.00 ZBA ACCOUNT MAINTENANCE 4 5.0000 20.00 240.00 DEPOSIT ACCOUNT USAGE FEE 8000000 0.002666%213.28 2,559.36 COIN ROLL SALES 0 0.0280 ‐ ‐ CMOL PAYEE POS PAY IMAGE 0 0.0000 ‐ ‐ Note: If a charge is missing please add to the list above.1,663.18 19,958.11 Static Operating Account Required Balance to cover Banking Service Charges (1):8,000,000.00 (1) (1) this balance may change when and if the FFT rate changes ECR is FFT minus 20bps with a floor of 0.25% (2) the Bank will waive all check charges provided the City utilize our preferred vender when placing their order Money Market cash sweek account interest rate FFT minus 0.20% w/floor of 0.20% 2 Resolution No. 08-13-20-3.17 Page 114 of 292 ACCOUNT NUMBER 0 INDEPENDENT ACCOUNT SUMMARY INDEPENDENT ACCT AVERAGE LEDGER BALANCE $260,000,000.00 .00 INDEPENDENT ACCOUNT SERVICE CHARGE $0.00 0 INDEPENDENT ACCOUNT INTEREST EARNED $39,639.34 9.34 BALANCE SUMMARY AVERAGE LEDGER BALANCE $8,000,000.00 0.00 AVERAGE COLLECTED BALANCE LESS: AVERAGE FLOAT 0 ADD: AVERAGE UNCOLLECTED BALANCE AVERAGE COLLECTED BALANCE $8,000,000.00 00 AVERAGE POSITIVE COLLECTED BALANCE LESS: REQUIRED RESERVES 0.00% AVERAGE UNCOLLECTED BALANCE 0 AVERAGE POSITIVE AVAILABLE BALANCE BBT BANK SERVICES UNITSE RATE AMOUNT BALANCE REQD BALANCE RELATED SERVICES 35 DEP ACCT USAGE FEE 8,000,000 000.$0.0001333 0 $1,066.40 $5,022,400 0 $1,066.40 $5,022,400 GENERAL BANKING SERVICES 21 MAINTENANCE FEE 5 .$21.00 0 $105.00 $494,516 100 CREDITS POSTED 331 1.$0.90 0 $297.90 $1,403,013 110 ITEMS DEPOSITED - BB&T 17 .$0.15 5 $2.55 $12,010 112 ITEMS DEPOSITED - IN STATE 261 1.$0.15 5 $39.15 $184,384 114 ITEMS DEPOSITED - OTHER 210 0.$0.15 0 $31.50 $148,355 128 CHECKS PAID AND OTHER DEBITS 640 0.$0.20 0 $128.00 $602,839 130 CHECK PAID-REJECT 7 .$0.50 0 $3.50 $16,484 160 BRANCH CHECK IMAGE ACCESS 2 .$5.00 0 $10.00 $47,097 385 COIN ROLL SALES 0 .$0.1400 0 $0.00 $0 390 CURRENCY SALES 78 .$0.0013 0 $0.1014 $478 395 COIN AND CURRENCY DEPOSITED 257,478 8.$0.0020 6 $514.9560 $2,425,277 400 NIGHT DEPOSITORY SERVICES 1 .$2.00 0 $2.00 $9,419 419 CHECK IMAGES WITH STATEMENT 1 .$0.00 00 $0.00 $0 1200 RDI SPECIAL HANDLING MAINT 2 .$10.00 0 $20.00 $94,194 1205 RETURNED DEPOSIT/CASH ITEM FEE 7 .$12.00 0 $84.00 $395,613 6 $1,238.66 0 0.00%$5,833,689 SPECIAL COLLECTION SERVICES IMAGE CASH LETTER 462 ICL MONTHLY MAINT FEE 1 .$200.00 0 $200.00 $941,935 464 ICL DEPOSIT ITEM - BB&T 363 3.$0.04 24 $14.5200 $68,385 465 ICL DEPOSIT ITEM - IN STATE 3,469 9.$0.05 5 $173.4500 $816,894 466 ICL DEPOSIT ITEM - OTHER 1,367 7.$0.05 5 $68.3500 $321,906 2 $456.32 $2,149,120 WIRE TRANSFER SERVICES 2028 INCOMING WIRE (Included)6 .$15.00 0 $90.00 $423,871 2379 DRAWDOWN WIRE 19 .$15.00 0 $285.00 $1,342,258 2514 WIRE ADVICE - U.S. MAIL 25 .$5.00 0 $125.00 $588,710 3308 CMOL REPETITIVE WIRE 5 .$11.00 0 $55.00 $259,032 3310 CMOLINE WIRE MAINT 1 .$20.00 0 $20.00 $94,194 0 $575.00 $2,708,065 ACH SERVICES RECEIVED Pro-forma Account Analysis Statement $8,000,000.00 ECR = FFT-20 w/Floor of 0.25% and Int = FFT-0.20% w/Floor of 0.20% Grp# 5456 Current Structure w/80% overall Discount $8,000,000.00 Megan McCrimmon City of College Station Glen Davis Date Range: Account Officer: $0.00 $0.00 $8,000,000.00 PUBLIC FUND ANALYZED CHECKING TM Consultant: Client provided Resolution No. 08-13-20-3.17 Page 115 of 292 ACCOUNT NUMBER Pro-forma Account Analysis Statement ECR = FFT-20 w/Floor of 0.25% and Int = FFT-0.20% w/Floor of 0.20% Grp# 5456 Current Structure w/80% overall Discount Megan McCrimmon City of College Station Glen Davis Date Range: Account Officer: PUBLIC FUND ANALYZED CHECKING TM Consultant: Client provided 134A ACH RECEIVED DEBIT <100 86 .$0.20 0 $17.20 $81,006 105B ACH RECEIVED CREDIT ≥100 632 2.$0.20 0 $126.40 $595,303 INITIATION 530 ACH NOTIFICATION OF CHANGE 16 .$3.00 0 $48.00 $226,065 532 ACH RETURN NOTICE-FAX/EMAIL 186 6.$3.00 0 $558.00 $2,628,000 538 ACH RETURN ITEMS 171 1.$6.00 0 $1,026.00 $4,832,129 553 TOTAL ACH ORIGINATED ITEMS ≤5000 3,379 9.$0.15 5 $506.85 $2,387,100 553 TOTAL ACH ORIGINATED ITEMS 5001-24999 0 .$0.13 0 $0.00 $0 3314 CMOL ACH FILE (Option B)29 .$12.00 0 $348.00 $1,638,968 542 ACH MONTHLY MAINT PREMIUM Option B 2 .$50.00 0 $100.00 $470,968 3316 ACH ORIGINATED ITEM SAME DAY Option B 369 9.$1.00 0 $369.00 $1,737,871 535 ACH RETURN ITEMS UNAUTHORIZED 4 .$0.00 0 $0.00 $0 554 TOTAL ACH ORIGINATED ADDENDA ITEMS ≤5000 41 .$0.04 4 $1.64 $7,724 ACH CONTROL 1052 ACH POSITIVE PAY MONTHLY MAINT 4 .$25.00 0 $100.00 $470,968 9 $3,201.09 $15,076,101 RECONCILIATION SERVICES ACCOUNT RECON 336 FULL RECON (Electronic Rptg) 1 .$75.00 0 $75.00 $353,226 342 FULL RECON ITEMS 649 9.$0.07 3 $45.43 $213,961 CD-ROM 331 CD-ROM MAINTENANCE 1 .$30.00 0 $30.00 $141,290 333 CD-ROM ITEMS 783 3.$0.05 5 $39.15 $184,384 335 CD-ROM DISK 1 .$15.00 0 $15.00 $70,645 POSITIVE PAY 4160 PAYEE POSPAY - MAINT 1 .$75.00 0 $75.00 $353,226 4165 PAYEE POSPAY W RECON - ITEMS 482 2.$0.04 8 $19.28 $90,803 3339 CMOL PAYEE POS PAY IMAGE 0 .$0.00 0 $0.00 $0 6 $298.86 $1,407,534 INFORMATION SERVICES CASHMANAGER ONLINE COMMERCIAL - A LA CARTE 3301 CMOL CD ACCT MAINT 5 .$40.00 0 $200.00 $941,935 3536 CMOL - CD LOADED ITEMS 1,702 2.$0.25 0 $425.50 $2,003,968 BUSINESS BANKING (EXISTING ONLY) 3302 CMOL BUSINESS BANKING 5 .$35.00 0 $175.00 $824,194 3541 CMOL BUSBANK - PD LOADED ITEMS ≤200 200 0.$0.00 0 $0.00 $0 3541 CMOL BUSBANK - PD LOADED ITEMS >200 1,163 3.$0.35 5 $407.05 $1,917,074 3543 CMOL BUSBANK - IMAGE RETRIEVED ≤5 5 .$0.00 0 $0.00 $0 3543 CMOL BUSBANK - IMAGE RETRIEVED >5 41 .$2.00 0 $82.00 $386,194 5 $1,289.55 $6,073,365 CASH MANAGEMENT SERVICES ZBA 850 ZBA MASTER ACCOUNT MAINTENANCE 2 .$45.00 0 $90.00 $423,871 851 ZBA ACCOUNT MAINTENANCE 4 .$25.00 0 $100.00 $470,968 0 $190.00 $894,839 TOTAL SERVICES 8 $8,315.88 0.00%$39,165,112 LESS: OVERALL DISCOUNT 80%($6,652.70)($31,332,090) TOTAL SERVICES AFTER DISCOUNT $1,663.18 $7,833,022 EARNINGS CREDIT SUMMARY Resolution No. 08-13-20-3.17 Page 116 of 292 ACCOUNT NUMBER Pro-forma Account Analysis Statement ECR = FFT-20 w/Floor of 0.25% and Int = FFT-0.20% w/Floor of 0.20% Grp# 5456 Current Structure w/80% overall Discount Megan McCrimmon City of College Station Glen Davis Date Range: Account Officer: PUBLIC FUND ANALYZED CHECKING TM Consultant: Client provided AVERAGE POSITIVE AVAILABLE BALANCE $8,000,000.00 0.00 TOTAL CHARGES FOR ANALYZED SERVICES LESS: BALANCE EARNING INTEREST $0.00 0 LESS: EARNINGS CREDIT BALANCE AVAILABLE FOR EARNINGS CREDIT $8,000,000.00 0.00 EXCESS EARNINGS CREDITS EARNINGS CREDIT ALLOWANCE 0.25%1,698.63 63 ADD: EXPLICIT & BILLED SEPARATELY ADD: INDEPENDENT ACCT SERVICE CHARGE TOTAL SERVICE CHARGE FOR PERIOD COMMENTS $1,698.63 $35.45 BB&T, now Truist, understands the importance of market pricing and believes you will find this proposal to be very competitive within the market. The Pro- forma Account Analysis Statement reflects average balances and volume of services utilized based upon historical data. Results and renewal offers will be based upon the actual balance and activity, as well as current market conditions. Pricing for additional services not disclosed in the Pro-forma Account Analysis Statement will be negotiated as new services are requested. All other pricing is standard and subject to change. $1,663.18 $0.00 $0.00 $0.00 Resolution No. 08-13-20-3.17 Page 117 of 292 Account Recommendations BB&T now Truist recommends the City continue to utilize our Public Fund Analyzed Checking Account for their checking accounts in conjunction with our Public Fund Special Money Rate Checking Account for balances over the compensating balances. Public Fund Analyzed Checking is the optimal account for public entities that have moderate to high checking activity and use Cash Management services. Attractive features include the opportunity to reduce or eliminate service charges with a monthly "earnings credit allowance" that is applied to offset the service charges and ability to consolidate multiple Public Fund Analyzed Checking Accounts for a comprehensive look at your organization's balances and services. When use in conjunction with Cash Management services, Public Fund Analyzed Checking allows clients to gain better control over their organization's cash flow and reduce their operational costs through automation. The Bank is offering a very competitive variable rate indexed to the Fed Funds Target (FFT) Rate. The ECR would be the FFT rate minus (-) 0.20% or 20bps, with a floor of 0.25%. The starting earnings credit rate as of the date of this proposal would be the floor rate of 0.25%. The Bank is also offering an 80% overall discount on all existing general banking and treasury services. (This does not include any explicit, lockbox or one-time setup fees.) An uncollected funds fee applies. Service charges may be offset by an earnings credit, based on the average collected balance as follows: o If the earnings credit allowance is greater than the account’s total service charge, the account will not be charged. o If the service charge is greater than the earnings credit allowance, the account will be charged for the difference. Charges will be posted to the account on the first business day after the 20th of the following month. o Fees known as explicit fees are not offset by earnings credit allowance. Public Fund Analyzed Checking is a noninterest bearing account. Check Writing: Unlimited check-writing privileges Statements: Upon their request, clients may receive an account analysis statement each month showing activity, applicable earnings credit allowance and service charges. The City will receive a deposit statement each month. FDIC Insurance: Client balances up to $250,000 are insured by the FDIC, in accordance with the FDIC’s general insurance coverage rules and limits. Funds over the allowable amount insured by FDIC are collateralized in accordance with State and Federal statutes. The Earnings Credit is calculated as follows: Average Positive Available Balance (1) (x) Earnings Credit Rate (x) Days in Month Days in Year Notes: 1)Average Positive Available Balance = Average Monthly Balance minus Average Float minus Reserve Requirement. (Reserve Requirement is currently 0%). 2)The Bank will continue to offer the City an overall 80% discount on all of the City’s Public Fund Analyzed Accounts and will continue to waive the fees on the City’s current Public Fund Special Money Rate Checking Account. Please see our enclosed pricing sheet and Proforma for sample fees and interest based on the volumes and balances provided by the City. Resolution No. 08-13-20-3.17 Page 118 of 292 The Bank recommends the City utilize our Public Fund Special Money Rate Checking for their investible funds – as they currently do today. Our Public Fund Special Money Rate Checking Account is designed for public entities such as city governments or school districts with moderate to high levels of account activity seeking to maximize their interest income. The account will meet the collateral requirements and the liquidity needs of the City while earning a competitive market-driven rate. All collected funds less the 10% Federal Reserve requirement will automatically earn interest at a floating rate indexed to the Fed Funds Target Rate minus 20 basis points, with a floor rate of 0.20%. The rate will be adjusted as the Fed Funds Target Rate changes. Interest will compound daily and be credited monthly to the account. As of the date of this proposal, the interest rate would be the floor rate of 0.20% or 20 bps with an Annual Percentage Yield (APY) of 0.20%. Other attractive features include: Funds are available on demand – the City earns interest on an account that functions as a regular checking account, with unlimited check writing and monthly statements. Utilizing this account vs. the traditional Overnight Repurchase Agreement type investment service reduces internal reconciliation as well as avoids direct investment service fees. When used in conjunction with other Cash Management products, the Public Fund Special Money Rate Checking Account will allow the City to gain better control over its cash flow and reduce business costs through automation. Funds on deposit with BB&T now Truist are FDIC Insured up to $250,000 per owner. Funds over the allowable amount insured by FDIC are collateralized in accordance with State and Federal statutes. Service charges for this account may be paid via direct debit. The bank will continue to waive all fees for existing services (based on existing average volumes) on this account Please see our Completed Fee Schedule and our Proforma for sample fees and interest. We used an average collected balance of $8 million as a compensating balance in our Public Fund Analyzed accounts, and used the remaining $260 million as available to earn interest. Resolution No. 08-13-20-3.17 Page 119 of 292 Tab D: Application Form II - Bank Service Questionnaire Resolution No. 08-13-20-3.17 Page 120 of 292 General Questions 1.Does the Bank have any significant problems noted by regulatory agencies in the past 24 months? If so, please explain. Bank Response: BB&T now Truist is one of the largest financial institutions in the United States. As such, it may be involved in numerous lawsuits or regulatory issues at any given time. None of the claims are material to the operations of the company or its ability to provide the requested services. All significant legal and regulatory matters involving the Company are disclosed in the Company’s regulatory filings with the Securities and Exchange Commission. 2.Is the Bank insured by the Federal Deposit Insurance Corporation? Bank Response: Yes. BB&T now Truist has been FDIC insured since January 1, 1934. 3.Indicate the Financial Institution’s capital to assets and return on assets ratios for the last 3 years. Bank Response: The Bank’s capital ratios are below: 12/31/2019 12/31/2018 12/31/2017 12/31/2016 Truist BB&T SunTrust BB&T SunTrust BB&T SunTrust Primary capital to total assets 13.92% 12.81% 11.74% 12.89% 12.18% 13.26% 11.75% Equity growth less asset growth 18.02% -0.61%-3.75%-2.89%3.71% 5.59% -6.10% Loan loss reserve total loans 0.42% 0.89% 1.05% 0.87% 1.19% 0.88% 1.16% Percent of non- performing loans 0.82% 0.63% 1.42% 0.75% 1.43% 0.93% 1.45% Resolution No. 08-13-20-3.17 Page 121 of 292 4.Identify the bank’s third party safekeeping agent/custodian. Bank Response: The Bank’s current third party agent is the Federal Reserve Bank of Boston. However, the Bank may provide the required collateralization via a Letter of Credit issued by the Federal Home Loan Bank of Atlanta. 5.Is the Bank audited annually by an independent Certified Public Accounting firm? If yes, by whom? Bank Response: Yes. All of the Bank’s IT processes and applications are tested by the FDIC and other Federal and state banking regulators as well as the Bank’s internal audit services. In addition, annual testing of assets and liabilities, including cash and deposits, are performed by our external audit firm Pricewaterhouse Coopers (PwC). Their opinion is included in our 10-K Report available on our website. 6.Indicate which services will be provided from the College Station, (local) and which will be provided from the main Financial Institution (if applicable). If multiple locations exist locally, please the name and location of the disbursement bank which will be handling the City’s checks and cutoff times of the location. Bank Response: BB&T now Truist has 4 full service branches less than 5 miles from the City office. Cash and checks can be routinely deposited at any BB&T now Truist branch for credit to the City’s account. Cash is available immediately. Any deposits made through the local branch before 4:00 PM CT will be given immediate or “next day” availability in accordance with Regulation CC. 1.University Center Branch 711 University Drive Suite 300 College Station, Texas 77840 Lobby & Drive through Hours Monday-Thursday: 8:30 AM – 5:30 PM Friday: 8:30 AM – 6 PM Saturday: 9 AM – 12 PM 1.0 mile away 2.South College Station Branch 2717 Texas Avenue S College Station, Texas 77840 Lobby Hours Monday –Thursday: 9 AM – 5 PM Friday: 9 AM – 6 PM Saturday: 9 AM – 12 PM Drive through Hours Monday – Friday: 8 AM – 6PM Saturday: 9 AM – 12 PM 2.0 miles away 3.Convenience Center Branch 1660 Briarcrest Drive Bryan, Texas 77802 Lobby Hours Monday –Thursday: 9 AM – 5 PM Friday: 9 AM – 6 PM Saturday: 9 AM – 12 PM Drive through Hours Monday – Friday: 8 AM – 6PM Saturday: 9 AM – 12 PM 2.3 miles away 4.Downtown Branch 201 S Texas Avenue Bryan, Texas 77803 Lobby Hours Monday –Thursday: 9 AM – 5 PM Friday: 9 AM – 6 PM Saturday: 9 AM – 12 PM Drive through Hours Monday – Friday: 8 AM – 6PM Saturday: 9 AM – 12 PM 4.4 miles away Resolution No. 08-13-20-3.17 Page 122 of 292 7.Provide list of night deposit locations in the local area which will be available for the City’s use. Bank Response: All four branches listed in #6 provide night depository services. 8.Specify days on which the disbursement bank would be closed or would not receive cash letters. Bank Response: The Bank observes the Federal Reserve holiday schedule: New Year’s Day, Dr. Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day and Christmas Day. 9.State whether the Bank would offer any type of special checking, money market or loan account, or other incentive for City employees. Bank Response: When your employees are stressed about personal finances, not only does their morale drop, but their productivity suffers, too. More than one in four employees report that issues with personal finances have been a distraction at work. Forty-six percent of those people say they spend three hours or more thinking about or dealing with personal finances at work each week. Fortunately, employers like you have an opportunity to address these issues. Financial well-being is becoming more and more popular in the workplace, especially among millennials. More than half of millennials say their loyalty to their company is influenced by how much the company cares about their financial well-being. BB&T@Work can help you set financial wellness in motion within your company, offering your employees easy-to-understand educational resources to succeed. They’ll gain access to a personalized, comprehensive package of banking, loan and insurance services that increase their productivity, loyalty and overall happiness –and boost your business. By offering your employees all the free benefits of BB&T@Work, you’ll be able to combat financial stress in the workplace, increase productivity and loyalty, and boost your bottom line. Set your financial wellness in motion today. Resolution No. 08-13-20-3.17 Page 123 of 292 Financial Wellness in Motion BB&T@Work can help set financial wellness in motion throughout your organization. More than just a checking account, BB&T@Work is an engaging, comprehensive benefit program you can offer to your employees at no cost to you or them. BB&T@Work is a unique opportunity for the employees of the City to enjoy the following program benefits: Financial education: Through the BB&T Financial Foundations Program, your employees can set financial wellness in motion by accessing more than 20 online training modules that cover everything from savings and retirement planning to mortgages, insurance and credit. These modules are easy to follow, customizable and available to every employee, regardless of whether or not they’re a BB&T now Truist customer. You can take these training modules yourself by registering at BBT.com/AtWorkWellness. U by BB&T: Our online and mobile banking platform gives employees fast, easy access to their complete financial picture when they open an account with BB&T now Truist. U by BB&T goes beyond everyday banking with features and tools that help consumers see the big picture and plan ahead, including goal setting, online budgeting, BB&T Bill Pay with eBills, account aggregation and categorized spending history. It’s comprehensive, customizable and designed to help your employees reduce stress and achieve financial wellness. Face-to-face consultations: Your employees can receive a financial review and consultation from a BB&T now Truist personal banker, covering everything from everyday banking, loans, investments, insurance and more. Elite @Work Checking: Your employees will be eligible for the benefit-rich Elite@Work checking account from BB&T now Truist. Local BB&T @ Work Officers can be available onsite at all locations to share this information with your employees, answer any questions and enroll employees in the program. The BB&T@Work Representatives can also be available for follow-up new hire orientations to provide the BB&T @ Work Program benefits for future new hires. The BB&T @ Work Program is offered at no cost to the City and no maintenance of records will be required on your part. Resolution No. 08-13-20-3.17 Page 124 of 292 10.List other public fund customers which the bank currently serves as a depository, along with the name and telephone number of a contact person. Bank Response: The Bank is proud to be the depository for over $10.5 billion dollars of public funds deposits, including over $575 million dollars in the state of Texas alone. Due to privacy requirements as they relate to our client relationships, we are unable to provide a list of every customer. We understand the desire and need for references as they relate to the RFP process and are proud to provide the references included in Tab F. 11.Will the Bank provide a designated account representative that has sufficient decision-making authority within the Bank in order to resolve issues? If yes, please provide bios on all personnel assigned to the City. Bank Response: Yes. BB&T now Truist offers a unique blend: We provide you with a local market-based Relationship Team who understands your business and has product expertise, stringent quality control, and superior customer service and on-call consultative specialists. These factors combine to provide added value for your banking dollar. Our aim is to provide you the perfect client experience. This added value, coupled with our financial strength and stability, makes BB&T now Truist a solid solution to all your banking needs. There will be several individuals available to handle any issues with the City at any given time. Your Relationship Manager, Glen Davis, will continue to lead the overall Bank relationship with the City and acts as a strategic financial partner, client advocate, and provides insight to clients on a broad range of financial products and services. Glen will be the primary point of contact for all issues. Once notified, Glen will engage the appropriate Bank team and take ownership of assuring the response to the City is accurate and timely. He serves as your advocate and will act as your liaison to other product specialists within the Bank. Glen is supported locally by a team for day-to-day operational needs. Megan McCrimmon is your Treasury Management Consultant, and as such leads the Treasury Management relationship with the City. Megan will work with the City team to thoroughly understand your cash flow processes and make recommendations for improvements and services which can maximize your working capital. The Bank uses a consultative approach to all of our treasury and payments solutions and our goal is to be a trusted advisor. Through our consultative approach, your relationship team will continuously invest the time and resources to fully understand the ever changing and growing business needs of the City and deliver banking solutions to meet those needs. Both Glen and Megan will arrange regular meetings with key the City personnel to optimize efficiency, reduce unnecessary costs, mitigate fraud risk, and add overall value to the relationship. They will tackle each of these areas through a thorough review and discussion of the City’s payment cycle. Resolution No. 08-13-20-3.17 Page 125 of 292 A world class service model coupled with our financial strength and stability are true hallmarks of BB&T now Truist as well as key differentiators. Relationship Manager Glen Davis Senior Vice President Market President 2717 Texas Avenue S College Station, Texas 77840 (979) 599-7083 Glen.Davis@BBandT.com Glen is currently the Market President for BB&T now Truist, Bryan/College Station/Caldwell. He has been with the Bank since May of 2014. Glen is a 36 year career banker and has served as President of Community Banking and Corporate Executive Vice President for Citibank/First American Bank. He has significant management and banking background. He was a senior manager within the Commercial Business Group of Citibank focusing on growing the franchise and enhancing the relationship banking model within the bank. Glen and his family have lived in Bryan/College Station for the last 32 years. Glen has been married to his wife, Beckie for 34 years and has two children, Brittney and Brooke. Brittney is a 2011 graduate of Texas A&M University and received a MBA in Speech Pathology from University of North Texas. Brooke is a 2018 graduate of Texas A&M University and received a MBA in business from Texas A&M University, Mays Business School in 2019. Glen is very active in the community serving on many boards through the years. He is the current Chair for the Brazos Valley Economic Development Corporation. He has served on the Board of Directors and Executive Committee for the Bryan/College Station Chamber Of Commerce. Glen was elected to be the Vice Chair of Finance and Physical Facilities for the Chamber of Commerce. Glen strongly supports students and education having served on the CSISD Education Foundation, CSISD High School Transition team, and past President of the A&M Consolidated Booster Club. He is a member of Christ United Methodist Church and serves on the Board of Stewarts, Finance Committee and the Executive Youth Council. Glen is a past board member and Executive Committee member for Heath for All. He is also a past Advisory Director for Blinn College. Resolution No. 08-13-20-3.17 Page 126 of 292 Treasury Management Consultant Megan McCrimmon Vice President Treasury Solutions Consultant 333 Clay Street Houston, Texas 77002 (713) 425-0818 MMccrimmon@BBandT.com Megan McCrimmon has 14 years of active banking experience, all with BB&T now Truist across public fund, corporate, commercial, and retail banking segments. In addition to her current role, previous roles included internal treasury sales and branch banking. Megan will continue to be the primary Treasury Solutions Consultant for the City. Megan is a guild member with Covenant House of Houston and volunteers with the East Spring Branch Food Pantry. She is a graduate of The University of North Carolina at Charlotte (Class of 2007) and is committed to her clients to provide the perfect client experience. The City will continue to have priority access to Megan and her service team throughout the relationship. Treasury Management Client Support Center In addition to your local Relationship Team, the City can contact our Treasury Management Client Support Center for cash management and treasury service needs. The client support team will track each of your phone calls, answer your questions and will strive to meet your processing needs. Our centralized Treasury Management Client Support Center is committed to achieving unrivaled customer satisfaction through world-class delivery of service quality. Each day, our state-of-the-art automated telephone system produces sophisticated reports that provide statistics such as the total number of calls received, average length of the call and how long customers waited before speaking to a service specialist. Our approach toward service will provide the City with many benefits, including: •Easy Access: On any banking day, for assistance dial 1-800-774-8179 between 7:00 AM and 5:00 PM CT. •Prompt Turnaround: Our goal is to respond to the City’s questions on the first call, with all inquiries handled within a 24-hour period. •Quality tracking: Incoming calls are monitored and tracked to ensure quality service is provided in a timely manner. •Advanced Technology: Specialists have access to numerous bank systems, enabling quick retrieval of customer information. Resolution No. 08-13-20-3.17 Page 127 of 292 12.Provide an estimated timeline for implementation of the contract, including activities and responsibilities of the City and the bank. Bank Response: BB&T now Truist values our current relationship with the City and is committed to continuing to provide high quality, efficient banking services. As the City is currently a BB&T now Truist client, implementation will involve only new products and services being added. The Bank will work closely with the City each step of the way and ensure any new implementations will be seamless. New Products/Services Implementation: The Bank utilizes a project management approach to implementations. We will provide you with an experienced team of individuals, led by an implementation project manager, to work with the City’s assigned personnel to develop and execute the detailed, specific implementation plan. Our proven procedures will help to ensure a smooth implementation of any new products or services. The Bank will work closely with you each step of the way to set up services that best meet the needs of your business. Our goal is to ensure your full satisfaction. Your implementation specialist will be the single point of contact for Treasury Management product implementation and will coordinate the service setup will all operational areas. They will also coordinate and schedule service training. Your Relationship Manager, Glen Davis, and Treasury Management Consultant, Megan McCrimmon, will be involved in implementation meetings as appropriate and regularly informed of progress and the implementation process as it moves forward. Resolution No. 08-13-20-3.17 Page 128 of 292 Banking Services 1.Please describe in detail the process by which service problems can be resolved. What person or organizational unit is available for complaint or problem resolution? Bank Response: For day-to-day customer service and support, the City may contact their Relationship Manager, Glen Davis. For questions related to treasury services, the City may contact the Bank’s Treasury Solutions Client Support Center. The team members in Client Support represent the first line of support for our clients that call in for assistance. This first line team takes full ownership of any and all client support issues and they are responsible for managing the resolution process from start to finish. As such, they will mobilize the necessary resources at the Bank to ensure timely and effective resolution. 2.Describe the Bank’s Cash Management System and any specific computer requirements necessary to access the system online. The City will have the option to request a demonstration of software from top respondents. Bank Response: CashManager OnLine is our treasury management portal for commercial clients desiring real-time access to transaction origination, detailed reporting and enhanced controls. This distinctive application is easy to navigate and has everything you need, including powerful capabilities to support and simplify your existing processes. CashManager OnLine offers several different modules for companies to initiate transactions, reconcile accounts, and mitigate fraudulent activity. Modules include Information Reporting, Positive Pay, ACH, Stop Payments, Wire Transfers and Administration. The City can utilize CashManager OnLine®, our internet-based balance reporting and transaction initiation system. Ever-changing and time-critical information about your accounts is available at your fingertips with CashManager OnLine. CashManager OnLine helps increase efficiencies, streamline processes and improve cash flow. Resolution No. 08-13-20-3.17 Page 129 of 292 Using our premiere system, the City can: •Access current and previous-day account information •View/print Online account analysis •View/print commercial deposit account and savings account statements •Create your own customized reports through transaction search •Make real-time intra-bank account transfers •Initiate a wide variety of ACH transactions from payments to collections •Initiate real-time domestic and international wire transfers •Place stop payments •Upload Positive Pay check issue files •View images of paid checks, returned deposited items, deposit tickets and individual transit items within the deposit •Receive immediate online confirmations •Download account information in BAI 2 or CSV file format Our intuitive and easy-to-use tools give you the control you need to improve cash flow, complete transactions more efficiently and make more informed decisions. A demo of the innovative capabilities CashManager OnLine will bring to your business can be found at http://www.brainshark.com/bbandt/CashManager_OnLine There are no limits to the number of users that can access CashManager OnLine. Our powerful application allows the City to control the creation, approval, and release of transactions. In addition, your CashManager OnLine Administrator has the ability to establish authorized users, entitle specific functionality/ capabilities to users, set limits and approval structures on user transactions, reset user passwords, lock/unlock users and perform user activity audits. CashManager OnLine operates in a layered defense environment and has multiple levels of security to protect your sensitive financial information: •Requires a browser with 128-bit encryption •Uses strong authenticated access •Restricts access to information by individual users CashManager OnLine is a web based service without special hardware or software required. The Bank supports the following combinations of Operating Systems and Internet Browsers: Computer Type Operating System Internet Browser PC Windows 7 Internet Explorer 9, 10 and 11 Firefox 30 or higher PC Windows 8 Internet Explorer 10 and 11 Firefox 30 or higher Mac Mac OS X v10.7.5, 10.8, 10.9 Safari 7.x Firefox 30 or higher Resolution No. 08-13-20-3.17 Page 130 of 292 In addition, we have a convenient CashManager OnLine Mobile App available for both Android and iPhone. Our CashManager OnLine Mobile App provides quick access to select services while on the go. Primary features include current and previous day account balance, summary and transaction detail, transfer between accounts, approvals for account transfer and wire transfer, and select administration features. Coming 2020! The Bank is in the process of developing a new integrated Commercial Platform that will provide single sign-on, and a unified user identity for all commercial and treasury applications, including CashManager OnLine. A project is also under way to wholly replace CashManager OnLine with a new solution that will deliver a modern, intuitive, digital experience with more personalization and interactive capabilities. Among the key enhancements will include interactive information reporting, real-time balance and transaction reporting, cash flow forecasting, more dynamic fraud controls, payment management, and loan advances. User administration will also be a key area of focus to make it easier to manage user and account entitlements. The new commercial platform and cash management capabilities will be available some time in 2020. Resolution No. 08-13-20-3.17 Page 131 of 292 Information Management Tools CashManager OnLine offers a suite of comprehensive information management tools: Manage your Cash Position Statements & Special Reports Powerful information reporting tools to help you reconcile transactions and manage your daily cash position: •Simplified and personalized interactive views of your accounts and transactions •Quick snapshot of your global cash position across accounts based on latest activity Get quick access to electronic versions of: •Statements for deposit and savings accounts, account analysis, merchant services, investment sweep •Account reconciliation and ACH initiation reports •Multibank reporting allows view of account Payments, Account Services & Administration balances and transactions from all your banking relationships Convenient access to detailed reports and confirmations for: Previous Day and Current Day •Account transfers, wire transfers, ACH, real- time payments, stop payments, positive pay, reverse positive pay •Administrative and audit •Use previous-day information reporting to help you reconcile your posted transactions •Take control of your accounts with complete views of current-day balances and transactions •Obtain critical, enhanced details for many transactions including ACH, wire transfers, returns, deposits and more •Access powerful reporting capabilities including ability to customize summary or detail reports •Search for specific transactions by type, date, amount, reference number, keyword search and more •Export and download data in Excel, CSV, BAI2 and QuickBooks formats File Downloads •Export and download data in Excel, CSV, BAI2 and QuickBooks formats Business Loans •Quick access to your loan accounts including summary, detailed transaction history and statements. Imaging •View images of checks, deposits and returned deposited items directly from reports or transaction search results •Use extended image retrieval to access a full seven-year image archive Controlled Disbursement •Accurately determine your daily funding requirement by receiving advanced notice of checks that will post to your account Resolution No. 08-13-20-3.17 Page 132 of 292 3.Describe the Bank’s online security method used to protect customer information (e.g. token, password, etc.). Bank Response: The Bank offers the following CashManager OnLine Security Features: Logon Credentials: Assigned CashManager OnLine System Administrators are provided logon credentials and then create credentials for company users. A temporary password is created for each user who is subsequently prompted to change it at initial log in. Passwords expire every 90 days. New passwords should contain a mix of uppercased and lowercased letters and numbers, no special characters, and be at least eight characters in length. Security Token: The Bank provides System Administrators with security tokens for distribution to all company CashManager OnLine users. A security token is a small, connectionless device that generates a one-time passcode to use at log in. Once activated, every time a user logs in to CashManager OnLine, the token code allows the Bank to authenticate each user and validate each user is logging in to a legitimate CashManager OnLine session every time. Additionally, company users that have release authority for account transfers, wire transfers or ACH transactions must further authenticate those transactions by performing the security token passcode process each time those transactions are submitted for release. Trusteer Rapport: Trusteer Rapport software protects your company’s financial assets and business data during every CashManager OnLine banking session. The Bank will automatically prompt all company users to download Rapport by an in-browser message and hyperlink. Users should consult their IT or system administrator as necessary. Failure to download Rapport on any/all devices used for CashManager OnLine will result in discontinued access after a period of 45 days from initial user prompt. Dual Approval: Dual Approval for Payments requires one user to initiate a payment and a second user, with a second set of credentials and using a second computer, to approve the release of the payment. By using separation of duties, clients mitigate the potential for internal and external fraud. User Entitlements: Users should be entitled to only those functions and accounts necessary to perform their normal activities. These entitlements should be reviewed regularly. Payment Limits: A maximum wire transfer payment limit is assigned by the Bank based on your company’s needs. This limit, along with other payment limits you have established for your company and individual users, should be routinely reviewed. Event Notification Service: Event notification allows users to receive messages through their selected delivery method when account payment activity occurs and when changes are made to a user’s entitlements or profile. Notifications of unexpected activity enable action to be taken more quickly. Resolution No. 08-13-20-3.17 Page 133 of 292 Certain notifications – Administrative Alerts – are automatic to alert the System Administrator(s) and/or affected user(s) of potentially suspicious activity. These include: new user set up, user modified or deleted, modifications to a user’s security privileges, changes in a user’s email address, change in a user’s mobile data or carrier’s text delivery, password changes, changes to a user’s service entitlements, account list or screen settings. (Note: “user” in these descriptions also includes administrator.) 4.Does the Bank have back-up methods available to send wire transfers, check balances, etc. if the online system is down? If yes, please explain. Bank Response: The CashManager OnLine system has not had any unscheduled downtime for more than 30 minutes in a single day. Current uptime is 99.99% for the last 12 months and this includes scheduled down time for maintenance and upgrades. Should CashManager OnLine be down for any extended period of time, the City will have access to account information by contacting your local Relationship Manager, Glen Davis, any local branch or by contacting our client support team. In the event the online wire processing system is unavailable, the Bank supports initiation of wire transfers via telephone. With the Corporate Call Wire Transfer service, the City’s authorized representative can call the Bank’s Wire Transfer Department directly via a toll-free number. The City can send both repetitive and non-repetitive wire transfers via Corporate Call. The Corporate Call Transfer Service offers enhanced security to mitigate potential fraud by utilizing Multifactor Authentication. At implementation, the authorized representative(s) will be assigned a six-digit Profile ID and four-digit Personal Identification Number (PIN) which they will use as identification when calling to initiate the wire transfer. The Bank will then generate and send a dynamic PIN to the authorized user via SMS Text Message and/or Email to enter. The Bank then verifies the PIN, accepts the wire transfer information and initiates the transaction. 5.How long does the Bank provide image archiving online? Bank Response: Through the Information Reporting module on CashManager OnLine, Extended Image Retrieval enables you to search a rolling 7 years of image for paid checks, deposit tickets, deposit items, and returned deposited items. These images can be flipped, zoomed, inversed, printed and archived for future reference. Older or archived images will be delivered via secure email. 6.Can the Bank provide online availability of images by Vendor, Date, and by Check Number? Bank Response: CashManager OnLine users can search for specific transactions by type, date, amount, reference number, keyword search and more. Resolution No. 08-13-20-3.17 Page 134 of 292 7.Can return checks and EFT’s be viewed online? If not, describe the Bank’s return check and EFT notification process. Bank Response: Yes. Returned Checks: The Bank can furnish returned check information through CashManager OnLine, data transmission, secure email or US Mail. All notification methods will include store or location number (if applicable), amount of check, check serial number, return reason, maker of check, maker ABA routing number, and maker account. The City will be able to immediately retrieve images for returned deposited items for 187 days. Images beyond 187 days up to 7 years old can be requested through CashManager OnLine, and will be sent to the City via secure e-mail. ACH Returns: ACH returns will be posted to the City’s accounts on the settlement dates of the returns. The bank will not reinitiate entries unless they have been returned for insufficient or uncollected funds or returned for stop payment and re-initiation has been authorized by the receiver, and then no more than two times following the return of the original entries. ACH Return and notification of change information is available via CashManager OnLine Current Day reporting, secure email, facsimile, U.S. Mail, or direct NACHA file transmission. The following information is included in the report: Return Reason Code, Account Number, Trace number, Amount, Customer ID Customer Name, Transit Routing number, Company name and ID and Entry Description. Notifications of change will include corrected information. Return items will automatically post to your ACH settlement account on the day received. 8.Are damaged and/or rejected items re-entered into the system the same day and once processed, are these items included in the notification cut-off time? Bank Response: The Bank's standard return item procedure is to immediately charge back returned deposited items against the account of deposit. The Bank can automatically re-deposit returned items and is able to process returned checks a second time prior to returning to the City. This service is considered Special Handling and will require written authorization from the City. In the event of second presentment nonpayment, the Bank will debit the account to which the check was deposited and provide the check and debit advice to the City. The debit advice will contain the original check long with maker name. Resolution No. 08-13-20-3.17 Page 135 of 292 9.What is the cut-off time for file receipts to be received for same day credit? Bank Response: Cash and checks can be routinely deposited at any BB&T now Truist branch for credit to the City’s account. Cash is available immediately. Any deposits made through the local Branch before 4:00 PM and check deposits made via our remote deposit system by 8:00 PM will be given immediate or “next day” availability in accordance with Regulation CC. Checks drawn on the State of Deposit and U.S. Treasury items are immediately available with same day ledger credit. On-Us items – immediate availability, Local or In-State items – one day availability, Out of state (Other) items – mostly 1 day but could have some 2 or 3 day availability. Funds received through ACH are given immediate availability if received before 5:00 PM. Incoming wire transfers will post to the City’s accounts until (CT): 5:30 PM Domestic, 3:00 PM International processed through CHIPS, and 5:15 PM International processed through FED. The City can transfer funds between BB&T now Truist accounts via CashManager Online. Same day account transfer offers intraday funds availability in the receiving BB&T account. The cut off for CashManager Online same day account transfers is 8:00 PM. Please see page 16 of our Commercial Bank Services Agreement for more information on Funds Availability. 10.Describe lock box services offered and fees. Bank Response: BB&T now Truist has been processing lockbox receivables for over 40 years. Our lockbox services are designed to meet our clients’ specific needs. As a result, we provide fast, accurate and flexible solutions to enhance our clients’ receivables process and increase productivity. Developing services and products that help our clients achieve economic success and financial security is the driving force behind our lockbox service and all that we do. At BB&T now Truist, we pride ourselves on our extensive experience providing lockbox services. While many other banks have chosen to outsource their entire retail lockbox service, we continue to provide this service in-house, with all BB&T now Truist associates in our core sites of Charlotte, Baltimore, Cincinnati/N. KY and Orlando. We feel this gives us the flexibility to customize our product, based on each client’s unique requirements. In fact, we feel this is one of our distinguishing features. We also have sites in Dallas, TX; Los Angeles, CA; Chicago, IL; and Atlanta, GA in which we utilize a partnership with Deluxe Inc., a long time Bank vendor (and client), who is the leading global provider of information management and electronic commerce systems for the financial services industry. Deluxe also utilizes Image RPS for retail lockbox processing. Deluxe assists us with mail retrieval, image capture, and processing of payments for that region, with data transmissions, image cash letter processing, client support and implementation all handled by BB&T now Truist associates. We recommend the City utilize our Charlotte lockbox. Resolution No. 08-13-20-3.17 Page 136 of 292 About Retail Lockbox Our Lockbox Services accelerate the collection of receivables by reducing mail, processing and check- clearing float time while providing faster funds availability. Your customers mail payments directly to the Bank's secure facility where our expert staff opens the mail, processes each transaction according to your instructions and deposits the funds directly to your account. All of this is done with unparalleled speed and accuracy. Our retail lockbox is designed specifically for processing high volume, consumer check payments. It provides a high level of automation and efficiency through use of a standardized machine-readable return coupon. The remittance coupon information is captured electronically using high-speed optical character recognition (OCR) remittance processing equipment for automated accounts receivable updates. Resolution No. 08-13-20-3.17 Page 137 of 292 KEY FEATURES Processing Monday through Friday, 24 hours per day Weekends 5:30 a.m. to 2:00 p.m. or until all work is processed Experienced processing team with average tenure 14-16 years Industry-leading quality with average error rate of only 1 in 50,000 items Nationwide Network Eight processing facilities strategically positioned across the U.S. Atlanta, Baltimore, Charlotte, Chicago, Cincinnati/N. Kentucky, Dallas, Los Angeles and Orlando Lockbox Online Easy to use, intuitive and secure web application for report generation, research, posting and audit tracking Same-day access to images and reports Search for specific transactions Create custom reports Download in PDF or CSV formats Standard history of 365 days for Charlotte, Cincinnati, Baltimore and Orlando sites, and 180 days for Atlanta, Chicago, Dallas and L.A. Data Capture and Transmission Automated data lift of check and remittance information encoded on your return coupon SERVICE OPTIONS Processing Customization BB&T now Truist processes all receipts based on your detailed instructions: Full, partial, or multi payment instructions Ability to validate payments against stop files, lookup files, or positive data base files Lockbox Online Long-Term Archive Access more historical data and images Two, seven and 11 year archive options available Encrypted CD/DVD-ROM Maintain your own long-term archive locally Weekly or monthly delivery Resolution No. 08-13-20-3.17 Page 138 of 292 Tr easury Management bb&t payment solutions RETAIL LOCKBOX Transform your company’s incoming receivables into usable cash with maximum speed, efficiency and accuracy. If your company regularly receives large volumes of consumer payments accompanied by a machine-readable return coupon, BB&T’s Retail Lockbox Service is designed for you. The remittance coupon information is captured electronically using high-speed Optical Character Recognition (OCR) remittance processing equipment for automated accounts receivable updates. Retail Lockbox maximizes efficiency by speeding up collection times and reducing processing costs by providing your company with a daily data transmission. BB&T also offers ARC check conversion to high volume Retail Lockbox clients with 20,000 or more monthly payments. BB&T uses advanced software to determine and convert eligible checks into electronic Automated Clearing House (ACH) payments received through your retail lockbox service. How BB&T Retail Lockbox works: With Retail Lockbox, you are able to process low-dollar, consumer-to-corporate payments quickly and efficiently using our leading-edge image technology. BB&T Retail Lockbox will help you reduce expenses and enhance your deposit availability. Here’s how: Process your receivables more effectively through use of a unique zip code (available at some locations) and multiple mail pickups.Improve mail times Improve funds availability through an aggressive, multi-shift processing schedule (available at some locations).Access funds faster Reduce in-house processing costs and reallocate staff time to manage other functions.Minimize processing costs Control payments through automated systems that provide an audit trail with check copies and summary and detail batch listing.Gain control through automation Retrieve accurate accounts receivable information on the same day a payment is processed. Accounts Receivable Check conversion allows eligible checks received at the lockbox address to be converted to an electronic ACH transaction. Get same day confirmation Convert to ACH Review and authorize pending check transactions through our Web Exceptions Service to allow same-day posting to your accounts receivables system and same-day deposit to your bank account for approved transactions. Web exception types include unacceptable payee name, missing account number, out of balance transaction and pay off statement. Validate pending check transactions Special post office box and unique zip code Our unique zip code reduces mail float time by allowing your remittances to bypass regular mail sort patterns (available at some locations). Multiple mail pickups BB&T makes many visits to the post office each day and immediately delivers your incoming payments to our lockbox operations center for processing, even during weekends. State-of-the-art automation As your mail is received, your company’s payments are imaged and payment data is captured to produce a standard text file for data transmission to your head- quarters. Funds are deposited to your account, providing fast access to funds and data. Easy access to images and data View daily images over the Internet. Next-day access to checks, coupons, invoices and reports is available. AR-BOX: Keeping it organized online Consolidate home banking payments from U.S. banks in a single data stream, allowing electronic payments to be posted automatically to your accounts receivable and Enterprise Resource Planning System. Accelerated Postal Service Incoming Payment Processing Check Image Scan Accounts Receivable Reporting Payment Consolidation Resolution No. 08-13-20-3.17 Page 139 of 292 Tr easury Management BBT.com RETAIL LOCKBOX Receive full support from our world-class lockbox team. As a BB&T lockbox client, you get immediate access to your own team of highly trained experts who will assist you with implementation and daily service needs. We manage your set-up and coordinate additions or changes to service requirements. Our experts track each of your calls and respond to your inquiries in a timely manner. With our advanced technology, we can access numerous bank systems and quickly retrieve your customer information. Take advantage of online image and data viewing. View daily images of checks, coupons, invoices and correspondence over the Internet. Our easy-to-use intuitive screen design and search, fax and email capabilities provide full account interface. Features include: ■Next-day online image access ■Online summary and batch detail reports ■Archived images provided weekly or monthly on CD-ROM or DVD ■Nonstandard payment application Is wholetail lockbox the solution for you? A growing number of companies receive “wholetail payments” that are a mix of traditional wholesale “invoice” payments and classic “check/coupon” retail payments. BB&T offers low-volume wholetail processing for clients who receive 2,500 payments or more per month. Our fully integrated lockbox system allows for wholesale and retail processing not typically supported by other systems. We process these payments using image, OCR and page scanning technology, as well as image data entry for non-scannable documents. As with all of our lockbox processing options, images of checks, invoices and coupons can be viewed online and archived on a weekly or monthly basis on CD-ROM or DVD. Image Lockbox. A lockbox with a view. BB&T Image Lockbox and other cash management tools from BB&T simplify your information and transaction needs while improving your day-to-day information management capabilities. To learn more about other collection and disbursement services from BB&T, ask your BB&T relationship manager or call us at 1-800-810-5625. POD_3560023 Rev. 5-1-12 Overall SaTiSfacTiOn • SaleS SpecialiST perfOrmance • prOducT capaBiliTieS • cuSTOmer Service • accuracy Of OperaTiOnS The 2011 Greenwich Associates Commercial Banking Study is with companies with sales of $1MM to $500MM and is based on nearly 25,000 interviews. Branch Banking and Trust Company, Member FDIC. Copyright ©2012 Branch Banking and Trust Company. All Rights Reserved. Winner of 17 Greenwich Excellence Awards for Business Banking, including seven in the following Treasury Management categories: Resolution No. 08-13-20-3.17 Page 140 of 292 11. Describe the process and fee structure for maintaining zero balance accounts. Bank Response: The Bank offers zero balances accounts so you can concentrate all funds into one master operating account. This service is designed for organizations that maintain a general operating account plus separate accounts for units as well as functional activities. Separate Zero Balance Accounts can be established for divisions, subsidiaries, locations, and functional activities such as payroll, accounts payable, and collections. The Bank’s ZBA Service allows companies to maximize investment opportunities while minimizing administrative time and expense. Here’s how: • Separate Zero Balance Accounts are established: Subsidiary ZBAs are opened to handle accounts payable, payroll, petty cash or divisions/subs that always maintain a zero balance. • Transfers are automatic: At the end of each day, all deposits, less the total for all debits presented against each specific Zero Balance Account, are offset by a net debit or credit to the central operating account. • Excess funds can be invested: Your Relationship Manager can suggest alternative ways to maximize investment potential for excess funds, such as our Sweep Account products. Key Benefits of Zero Balance Accounts: • Simplifies banking procedures by eliminating manual transfers to/from subsidiary accounts • Eliminates the need to track balance levels and funding requirements • Maximizes funds available for investment and minimizes risk of costly overdrafts. Excess funds in the central operating account can be invested to increase returns and maintain liquidity. • Automatically consolidates accounts maintained in different states under one central operating account. • Permits easy tracking of transfers and reconciliation through cross-referencing account number on bank statements. Bank statements will clearly show transfers between the master account and all subsidiary accounts. • Monitors activity through CashManager OnLine • Offers clerical time and expense savings • Easily converts multiple accounts into a Zero Balance Account structure Resolution No. 08-13-20-3.17 Page 141 of 292 12. Describe the Financial Institution’s policy for overdrafts of City accounts which might occur over the term of the contract. Provide the basis for the calculation of any charges for such. Bank Response: As in any other overdraft situation, the Bank is under no obligation to honor either partially or entirely, any request that exceeds the available funds in the customer’s account. If the Bank in its sole discretion creates an overdraft to complete the transaction, customers are expected to repay the Bank upon demand, together with any applicable interest or fees. The Bank will work with the City to monitor accounts and ensure all demands upon the accounts are met. Presented items will be honored based upon collected funds unless a daylight overdraft is approved. Daylight overdraft requires prior credit approval. In the event of an overdraft, there will be a $36.00 charge assessed per item. There is not a daily cap on fees. The Bank charges for the use of uncollected funds at a rate of Prime + 4.0 %. 13. Does the Bank offer automated stop payments through its online cash management system? Bank Response: Yes. The Bank provides online stop payment services via CashManager OnLine. The City can perform stop payments (single or range stops), check inquiries, revoke stop payments, and receive immediate online confirmations. The City can initiate stop payment requests from 7 AM until 8 PM CT each business day for same-day processing. No additional paper follow-up documentation is required. Proactive event notifications can also be configured to alert your users when a stop payment is close to expiring. All Stop Payments activity initiated through CashManager OnLine will be available and visible through the Stop Payments Reports menu option. 14. How long are stop payments orders effective? Bank Response: The City can place a stop payment on an item from a minimum of 6 months with multiple different end time-frames up to 7 years. 15. Does the Bank offer wire transfer initiation and ACH file initiation through the Bank’s online cash management system? Bank Response: Yes. Wire Transfers: The City can utilize the CashManager OnLine wire module to originate repetitive and non-repetitive wire transfers (domestic & international) from your account. Outgoing wire transfers may be sent by the cut-off time each business day for same-day processing via CashManager OnLine (CT): 4:30 PM Domestic, 4:00 PM International and 2:00 PM U.S. Federal Tax Payments. Incoming wire transfers will post to the City’s accounts until (CT): 5:30 PM Domestic, 3:00 PM International processed through CHIPS and 5:15 PM International processed through FED. Resolution No. 08-13-20-3.17 Page 142 of 292 The Bank recommends that the City access a current day report via CashManager OnLine to review detailed information for incoming and outgoing wire transfers including amount, type, date, time, status, beneficiary or originator (outgoing or incoming), FED reference number, Bank reference number, ABA routing number, address (outgoing only) and comments. Reference numbers are available immediately upon execution of the wire. Wire transfer activity is updated every thirty minutes for confirmation purposes. ACH Initiation: The City may initiate ACH transactions using CashManager OnLine or Data Transmission. CashManager OnLine allows you to maintain and update your ACH transaction data, import data and ACH formatted files and transmit files electronically. CashManager OnLine offers the convenience of managing your ACH payment information over the Internet and performing other real-time cash management transactions anytime. ACH templates can be used and managed for recurring transactions. Using the industry standard National Automated Clearing House ACH file format, you can transmit your ACH transaction data directly to the Bank from your PC or mainframe. The Bank supports Secure FTP (SSH or SSL), Connect: Direct Secure Plus and several other secure file transfer options to meet the City’s technical requirements. The standard deadline for file submission is 7 PM CT, two days prior to effective pay date. Following is an example to illustrate how this works for a Friday payday. The Bank would require the file by Wednesday at 7 PM for your employees to have access to their pay at 5 AM on payday. The City may submit the file earlier since we extract ACH files every two hours beginning at 7 AM until 7PM. Customer Input Method Book Transfer Cut-Off (Same Day Settlement) Next Day Cut-Off Settlement 2 or more Days Cut- Off Settlement Direct Transmission 7 PM CT 7 PM CT 7 PM CT CashManager OnLine 7 PM CT 7 PM CT 7 PM CT The Bank is pleased to offer ACH Same-Day Origination service that enables faster payments. This enhancement enables ACH Originators that desire same-day processing the option to send same-day ACH transactions to accounts at any domestic Receiving Depository Financial Institution (RDFI). Deadline is 10 AM CT for CashManager Online and Direct Transmission. ACH reporting is available through a NACHA file and through our CashManager OnLine Current Day reporting service. Our platform has a comprehensive suite of ACH-related reports for day-to-day management of the ACH process to include transaction history detail and returns reporting. ACH Return Item and Notification of Change reporting includes the following information: Return Reason Code, Account Number, Trace number, Amount, Customer ID Customer Name, Transit Routing number, Resolution No. 08-13-20-3.17 Page 143 of 292 Company name and ID and Entry Description. Notifications of change will include corrected information. Return items will automatically post to your ACH settlement account on the day received. 16. Does the Bank’s online cash management system allow for customer ACH drafts to be established? Bank Response: Yes. 17. Can wire and ACH templates be established using the online cash management system and be stored? Bank Response: Yes. 18. Is current and prior day information available by 8:00 AM CST daily? Bank Response: Current Day Detail Reports are updated at least every thirty minutes through a batch update from the time of processing, starting at 7 AM CT. Previous Day Reports will typically be available by 5:00 AM CT. In most cases, the file will be available several hours earlier. 19. Can the Bank provide online access to multiple users in different locations? Bank Response: Yes. The Bank provides an internet hosted solution, so there is no desktop or concurrent user limit. 20. Does the Bank’s online system log out users after a specified period of time? Bank Response: Yes. A user will automatically be logged off after 10 minutes of inactivity. 21. Does the system have the capabilities to segregate user authority by function (e.g. view only, initiate transactions, approve transactions)? Bank Response: Yes. CashManager OnLine allows the City to control user access to specific accounts, specific reports and specific transactions (or no transactions). Transaction initiation modules allow the Administrator to assign users with authority for creation, approval, and release of transactions. 22. Describe internal controls provided within your internet Financial Instituting system. Specifically, can the system be set so that all wires, ACH’s and transfers require the approval of an individual other than the person who initially enters the transaction? Bank Response: The Bank offers the following CashManager OnLine Security Features: Logon Credentials, Security Token, Trusteer Rapport, Dual Approval, User Entitlements, Payment Limits, and Event Notification Service. Resolution No. 08-13-20-3.17 Page 144 of 292 Dual Approval for Payments requires one user to initiate a payment and a second user, with a second set of credentials and using a second computer, to approve the release of the payment. By using separation of duties, clients mitigate the potential for internal and external fraud. 23. Can City staff be assigned as administrators of the online Banking system (e.g. has the ability to setup new users, reset passwords, etc.)? Bank Response: Yes. CashManager OnLine has a fully functioning Administrative module available to you that allows your designated administrator at your company to perform tasks such as entitling/ updating/ deleting company users to accounts and service functions, resetting passwords, setting limits and approvals. The Bank provides the initial Company id and password and the Administrative user id and password. User id passwords that are issued for the first time require re-set by the user at initial login to prevent anyone from knowing that password beyond initial set up. Company passwords do not require a force change but can be changed at the Administrator’s discretion. The Administrator has the ability to establish authorized users, passwords, restrictions, etc. The Administrator may assign/delete these functions as necessary for monetary transactions. Each user has a unique operator ID that can be restricted to accessing only portions of the information for designated accounts. Users can also be assigned various combinations of dollar limits with respect to initiating monetary transactions. Transaction capabilities should be strictly limited to an ‘as absolutely necessary’ basis. The Administrator sets the number of secondary approvers required per user entitled to any payment function (i.e. Wire or Transfer) or type (i.e. Fed or Drawdown wire request; free form or repetitive template). Up to 9 additional approvers may be required. This number cannot be lower than 1 when Dual Payment Approval is established at the Company level, which the Bank requires. By using separation of duties, clients mitigate the potential for internal and external fraud. Dual approvals are required for all outbound movement of money from the City’s accounts. One user will initiate the payment and a second user, with a second set of credentials and using a second computer, will approve the release of payment. The transaction will be held until the appropriate user approves it. 24. Can the Bank provide monthly downloadable online statements on all accounts within 5 business days after statement close? If yes, please specify the file type (e.g. PDF, excel, etc.) Bank Response: Yes. Bank statements are available online the next business day following cycle end cutoff (month end) through CashManager OnLine. They are also sent via U.S. Mail within 5 days of statement cutoff. All statements include detailed listings of all debit and credits, including check numbers in serial order, transaction dates, daily balances, and deposits listed with sequence/location numbers. The City will be able to view up to 24 months of bank statements in a PDF format through CashManager Online. Resolution No. 08-13-20-3.17 Page 145 of 292 25. Can the Bank provide credits to the City for receiving online statements only? Bank Response: No. The Bank does not provide credits for online statements only. 26. Does the Bank charge a fee for research requests? If so, please list the fee schedule. Bank Response: For general account inquiries, research, and adjustments, the City may contact their local Relationship Team. Our goal is to respond to a request within 24 hours. Should we anticipate that timeline will be exceeded; we will update the City on the status and estimated timeline. Simple research requiring less than two hours will be provided at no cost. Should the time period to research exceed two hours or if the information requested requires use of the Bank’s Research Department, costs may apply and can be estimated in advance of submitting the request. 27. The City currently utilizes CD-Rom technology for maintaining its canceled checks. Describe any media resources available, including CD-Rom, for this purpose. What is the length of time original canceled checks would be kept by the bank? Bank Response: Original checks are truncated. The Bank will retain an electronic image of the original paper check for 7 years. The Bank offers paid check imaging on CD-ROM. Each statement cycle, the City would receive a CD-ROM containing indexed paid check information and images of paid checks for that statement cycle within 5 business days of statement cutoff. Additionally, CD-ROM Imaging includes an image of your corresponding Bank Statement. Check Image Transmission allows you to receive a transmission of their Paid Check Images. Each business day before 10 AM CT, the Check Image Transmission service will provide you with a daily ZIP file of all of your paid check images. The City will also receive a simple comma delimited index and multi- page tiff of the front and back for each check. Our Image Transmission service transfers and indexes high-quality images of the front and back of all your checks onto an easily searchable zip file, giving you and your staff fast access to archived checks. 28. Describe the Positive Pay and Payee Positive Pay services offered by the Bank and file transmit options (e.g. FTP, online cash management system, etc.) as well as the bank’s decision and notification method. Bank Response: Today, an estimated 80% of companies have experienced payment fraud or fraud attempts. In spite of the declining percentage of payments made by check, they are still cited as the No. 1 instrument used for payments fraud. Companies lacking the proper defenses are vulnerable to financial loss, costly disruptions and reputation damage. Our Positive Pay and Payee Positive Pay services will provide the City with the ability to detect counterfeit or fraudulent checks by comparing information on checks presented for payment against information you supply to the bank as you issue checks. Resolution No. 08-13-20-3.17 Page 146 of 292 How Positive Pay/Payee Positive Pay works: Our tools leverage information shared between the City and the Bank to fight fraud. First, the City tells the Bank about the checks you issue by uploading a simple data file. Armed with this valuable information, the Bank compares your issued check data with checks posted and alerts your company of exceptions. You then review each exception and make a pay or return decision using CashManager OnLine. Even if you take no action, the Bank can safeguard your accounts by promptly returning the exceptions. Payee Positive Pay screens and matches payee names in addition to the standard check number and amount fields, providing incremental protection. • Information Sharing: The City sends a file to the Bank containing issued check information. Check issue files may be uploaded via CashManager OnLine or transmitted to the Bank. Clients can transmit Positive Pay files to the Bank by FTP as well as through a dedicated “mailbox” using https. Issued check data submissions are processed every 30 minutes, Monday through Friday, from 7 AM to 6 PM CT. Check issues files received between 7 AM and 6 PM CT will be processed the same business day. • Check Distribution: After providing this data to the Bank, your company releases the checks to each payee. • Automated Data Comparison: The Bank compares posted checks to the City’s issued check information to identify any check serial number and dollar amount mismatches. Payee Positive Pay screens and matches payee names in addition to the standard check number and amount fields and provides even stronger protection than traditional Positive Pay. Optionally, you may choose to have checks screened for maximum dollar amounts and stale issue dates. Exception checks are manually examined by the Bank for encoding errors and misreads. If applicable, mistakes are corrected. • Notification: Based on your custom notification preferences, the Bank sends email notifications alerting you of any Positive Pay exceptions for the day. You log in to CashManager Online to review the exceptions. • Decision Action: The City advises the Bank of exception checks to be paid or returned each business day by the decision deadline. Positive Pay exception items are available for review via CashManager OnLine by 9 AM CT each business day. Pay or return decisions must be completed by 3PM each business day. If you take no action, the Bank safeguards your account by returning all exceptions (when a default decision of return is established). Resolution No. 08-13-20-3.17 Page 147 of 292 The Bank provides a teller line interface to your check issue file. If checks presented to a teller do not match the check number and dollar amount on your file, the individual attempting to cash the check will be referred directly to you for resolution. For checks that match the data on file, the payee name will be displayed to the Teller to compare with the payee name on the check. We’re committed to helping our clients be more successful and secure. While Positive Pay and Payee Positive Pay are highly effective tools for preventing check fraud, they are only part of the complete fraud protection solution. Through a collaborative, consultative approach to understanding your business, we will partner with you to build a comprehensive strategy for safeguarding your business and optimizing cash flow. 29. Describe Full and Partial Account Reconcilement Services offered by the Bank and attach sample reconcilement statements. Bank Response: Full Account Reconciliation: This service provides the most comprehensive account reconciliation reporting available. With Full Reconciliation, the City will receive a detailed listing, by check number, of all checks issued, paid, and outstanding since the last reconcilement period. Stale date reporting is also available. To accomplish this, the City will provide the Bank with a file of issued checks, total dollar amount and total number of checks issued for the period. The Bank will use the issued check information provided for Positive Pay service in the event both services are used. Voids can be imported through CashManager OnLine Positive Pay or sent via data transmission. The Bank processes the Full Reconciliation report by matching paid checks against the issued check file. Partial (paid) Account Reconciliation: The Partial Reconciliation service provides a detailed report of checks paid for the reconcilement period including date paid, check number, dollar amount. Checks may also be subtotaled by location or division if a location indicator is used. This report summarizes all disbursement account activity and provides a total of all paid checks. Reconciled data delivered to you. Full, partial and deposit reconciliation reports are available to view in PDF format on CashManager OnLine. In addition, reconciliation data can be provided to you through a transmission or secure email delivery, to interface with your software. Standard output formats are available upon request, and we can review any custom formats your system may require. Account reconcilement reports will match your bank statement schedule. If you have an end-of-month bank statement, your reconciliation data will contain that same month’s transactions. The Bank sends reconciliation data within five business days from the statement cycle date. For full reconciliations, your data is sent five business days from receipt of your issued check file for that statement period. The Bank provides additional options for clients with daily reconciliation needs. The CashManager OnLine export function enables clients to easily export daily paid information to multiple formatted files that can then be stored and printed for permanent storage. Our Previous Day BAI transmission provides daily paid information via transmission along with a report. Resolution No. 08-13-20-3.17 Page 148 of 292 30. Describe the Bank’s policy for daylight overdrafts on City accounts. Bank Response: The Bank will work with the City to monitor accounts and ensure all demands upon the accounts are met. Daylight overdraft requires prior credit approval in order to be available to the City. Clients make payments and receive payments using a variety of payment types (bank transfers, checks issued, etc.) throughout any given day. By definition, the Bank considers a daylight overdraft to be a debit balance in a client’s account that we expect them to clear up before nightly processing begins on a business day. Presented items will be honored based upon collected funds unless a daylight overdraft is approved. In the event of an overdraft, there will be a $36.00 charge assessed per occurrence. The Bank charges for the use of uncollected funds at a rate of Prime + 4.0 %. This policy is applied at the individual account level. 31. Does the Bank offer ACH debit blocks/filters? If so, please describe the bank’s process. Bank Response: Yes. Our ACH Control solution safeguards the City’s accounts from fraudulent or unauthorized ACH activity. At the core of ACH Control is its web-based, real-time ACH Positive Pay functionality. This powerful tool enables efficient detection and return of fraudulent or erroneous ACH transactions. Through its convenient web application, the City manages authorized trading partners, establishes filter criteria, and makes pay/return decisions on pending ACH transactions. How ACH Positive Pay Works: • ACH Debit Transaction Origination: Your vendors or other parties use your account information to originate ACH debit entries through the National Automated Clearinghouse Association to the Bank. • Automated Data Comparison: The Bank compares incoming transactions with your previously established recurring authorizations. All matching transactions are allowed to post. • Notification and Review: If mismatching transactions are presented, the Bank alerts you by email. You log in to ACH Control to review these transactions and other ACH activity. Decision Action: Using the reject decision screen, you disposition each item to be a) returned unauthorized, b) paid one time, or c) paid with recurring authorization. If you take no action, the Bank safeguards your account by returning all mismatching transactions. Authorizations decisions can be made any time prior to 5 PM CT. An estimated 80% of companies have experienced payment fraud or fraud attempts. Though paper checks are the most commonly cited source of fraud, ACH debit fraud can be more difficult to remedy and often results in larger losses. In fact, ACH debit fraud is one of the most commonly cited sources for financial loss. Resolution No. 08-13-20-3.17 Page 149 of 292 Limit your company’s vulnerability to financial loss. Secure Your Assets Stay Informed Increase Control • Protect cash balances from fraudulent ACH transactions • Reject erroneous or unauthorized transactions • Restrict debit transactions to parties you authorize • Save time by receiving email notifications • Increase visibility of ACH payment activity • Access recurring authorizations online • Solidify audit trails • Easily meet the 24-hour return deadline associated with many ACH transactions • Strengthen internal controls by automating workflow • Manage ACH payment authorizations in real time ACH Block: For accounts where no ACH activity should be applied, ACH Blanket Block will reject all ACH debit and/or credit transactions and return them to the originating bank. ACH Blanket Block is simpler, more economical alternative to ACH Positive Pay. 32. Does the Bank have requirements for depositing encoded checks (e.g. pack size, audit tapes)? Bank Response: Yes. All full service BB&T now Truist branch locations support both commercial deposit and night depository services. Cash and checks can be routinely deposited at any BB&T now Truist branch for credit to the City’s account. Branch and Night Deposit Guidelines are as follows: Currency: All currency should be face up with all portraits facing the same direction. All currency should be strapped in standard (100 bills) straps. If there is not enough currency to standard strap 100 bills of the same denomination, revert to the next lowest strap amount. Remaining currency is referred to as loose. Loose currency should be separated by denomination, properly faced and totaled. Loose currency may be strapped together with the total written on the strap. All straps should be stamped with the store or company name and identifying store number if applicable. Coin: Loose coin (under $5.00) should be placed in a sealed envelope. Large coin deposits should be of proper weight and sealed in an approved standard coin bag. Each bag should be properly tagged with the denomination, value of the bag and stamped with the store or company name and identifying store number if applicable. Small coin deposits that are rolled should be stamped with the store or company name and identifying store number if applicable. (Only very small amounts of rolled coin should be deposited.) Resolution No. 08-13-20-3.17 Page 150 of 292 Checks: Checks for deposit should be stacked in the same direction and in the order that they are listed on the deposit ticket. Large stacks of checks should include an adding machine tape. Limit the number of items in each batch to 300. All checks should be properly endorsed on the back of the check on the end that is behind the memo field and company name information. Checks and adding machine tapes should be free of paper clips and staples. Deposit Ticket: The deposit ticket should have the printed name of the company and contain the encoded account number along the bottom. It should be completed legibly. Checks should be listed and added correctly unless there is a calculator tape, and then the check total can be entered. The total amount of the deposit should be entered on all total lines on the deposit ticket. Currency and coin should be listed separately on the deposit ticket or a separate ticket can be prepared for currency and coin. 33. Does the bank accept pre-encoded checks? If yes, does the bank provide discounts for pre-encoded checks? Bank Response: No. 34. What are the Bank’s current interest rates being paid on Certificates of Deposits and interest bearing accounts? Bank Response: Because of the volatile interest rate environment, CD rates are quoted on the day of purchase only. However, our Public Fund CD rates as of May 29th are as follows: 3 Month term - 0.01% 6 Month term – 0.05% 9 Month term – 0.05% 12 Month term – 0.05% 24 Month term – 0.05% 36 Month term – 0.05% 48 Month term – 0.05% 60 Month term – 0.05% 35. Does the Bank allow petty cash checks to be cashed? If yes, describe the Bank’s policy. Bank Response: The Bank will continue to honor the check cashing policy that we have in place today with the City. Resolution No. 08-13-20-3.17 Page 151 of 292 36. Can deposit slips be ordered with a city department number encoded on the deposit slip to aid in identifying the deposit? Bank Response: Yes. The Bank’s Deposit Reconciliation service assists with identifying deposits concentrated from multiple locations and provides reports by location numbers. This service was developed for clients with multiple depositing locations or profit centers that deposit into one main account. Location information that is MICR printed in the auxiliary fields of deposits can be captured and included on bank statements in addition to being reported through our balance reporting and transmission systems. This data can be manipulated to some degree or loaded into other software for further manipulation. The Bank also offers Deposit Reconciliation services that would include location information and enhanced report sorting and detail capability. The MICR allows us to provide a report that details and subtotals each deposit, by location and in chronological order. The following reports are provided with the Deposit Reconciliation service: Deposit & ACH Summary, Deposits, ACH Credits, Other Credits and Other Debits. Deposit reconciliation data can be provided to you through a transmission or secure email. Standard output formats are available upon request, and we can review any custom formats your system may require. Deposit reconciliation reports are available to view in pdf format on CashManager OnLine, and your paper reconciliation reports can be suppressed upon request. 37. Does the Bank have a secure portable ATM machine that could be used at City functions such as, baseball, softball and soccer tournaments? If yes, describe the Bank’s policy and list fees. Bank Response: The Bank will continue to provide an ATM in accordance with the ATM Space Lease Agreement dated June 12, 2014 by and between The City of College Station, Texas, a Texas Home-Rule Municipality ("Lessor") and Branch Banking and Trust Company, a North Carolina banking corporation ("BB&T). The ATM Lease Agreement Is attached in the Appendix. 38. Can the Bank offer Remote Deposit Services? If yes, please describe the process and list fees associate with the service and cost of the equipment needed. Bank Response: Yes. OnSite Deposit is the most versatile and easy-to-use remote depositing system on the market today. This system requires no software on the part of the user. The OnSite Deposit product suite is accessible and operable directly over the Internet from a secure web site. Using a scanner supported by the Bank, OnSite Deposit enables you to scan and deposit checks from any Windows®- based personal computer with Internet access. The scanned images and deposit information are securely and confidentially transmitted to the Bank’s deposit processing operations, which post the check deposits to your business account. Drivers for scanner hardware are included. Resolution No. 08-13-20-3.17 Page 152 of 292 All deposits received by the Bank prior to 8 PM CT will be processed the same business day. Files received after 8 PM CT will be processed the next business day. How It Works: • Deposit Preparation: Add up the total amount of the checks you wish to deposit. • Scanning: Log on to OnSite Deposit, enter deposit total in the virtual deposit ticket, and click “scan.” The scanner scans each item capturing an image of the front and back while recognizing text from important fields. • Validation, Approval, and Submission: OnSite Deposit guides you through the process of verifying the deposit amounts, reviewing check images, and making corrections (if needed). Once your deposit balances just click “submit.” Your deposit is automatically transmitted to your account at BB&T now Truist. • Confirmation: OnSite Deposit provides complete reporting of deposit details and images for up to two years. User Experience Functionality • Easy-to-install equipment with industry- leading training and support • Simple web application requires no technical resources to setup • User administration with multiple security levels and optional approval workflows • Deposit confirmation emails • Deposit consumer and business checks as well as money orders and cashier’s checks • Optional virtual endorsement places your choice of seven endorsement templates on the back of each check image during scanning • Built in deposit exception and error correction process for managing duplicates, poor quality, atypical formatting, and other problematic items Automation Information Reporting • Scanning function images both sides of the check and captures MICR data • Advanced OCR (Optical Character Recognition) technology reads check amount • Multiple scanners available with varying features and scanning speeds • Two-year archive of reports and check images • Multiple summary and detail report options • Robust search by amount, account number, serial number, and more • Export as image files, PDF, ZIP, or CSV/Excel Resolution No. 08-13-20-3.17 Page 153 of 292 39. The City’s Utility Customer Service Department uses a remittance processor that encodes the checks and produces a Cash Letter file. Can the Bank accept a Cash Letter file as a deposit in lieu of sending the checks to the bank to be deposited? If so, what are the banks transmission methods? Bank Response: Yes. Image Cash Letter allows the City to electronically deposit checks by converting paper checks to digitized images utilizing existing image capture equipment and a specified file. A scanner creates an image of the check and the user enters required data, including amount and MICR, using the City’s existing accounts receivable software interface. A formatted file is transmitted to the Bank for processing and an automatic deposit is made directly to the City’s operating account. The Bank supports multiple data transmission protocols: SFTP via SSL or SSH, FTP w/PGP, Connect Direct and HTTPS for low volume files of 2,000 items or less. How Image Cash Letter works: • Check Imaging: Using your own imaging software, you can create an electronic deposit of your checks. • View Posted Check Activity: Verify that the image capture is of good quality and the deposit is balanced. Identify any discrepancies or image quality issues. • Transmit Deposit: Transmit the electronic deposit in the specified format to the Bank for processing. You may submit transmissions multiple times each day. • Deposit Verification: Upon receipt, image quality and format are verified, notifications are generated and the Bank will clear the items. Items are cleared as substitute check or image exchange and the Bank will post the deposit to the City’s account. Resolution No. 08-13-20-3.17 Page 154 of 292 Account Analysis 1. Does the Bank accept required minimum balances in lieu of banking service fees? Bank Response: The Bank can offer a compensating balance option, a fee only option with a monthly, quarterly and annual invoicing option, if the City prefers this method. The Bank is offering a variable ECR that will be indexed to the Fed Fund Target (FFT) rate. As this is a variable rate (with a floor), that compensating balance could fluctuate in the future, if the FFT rate starts to move in the future. 2. Are account analysis’ available online within 7 days after month end? Bank Response: The Bank will provide account analysis statements to the City by the 10th of the month. Month end analysis statements will detail all bank activities/ services in addition to the related per unit pricing. Statements will include average balance, average float, average collected balance, average positive collected balance, required reserves, average positive available balance, earnings credit rate & allowance, and total service cost. In addition to being received via U.S. Mail, statements can be accessed through CashManager OnLine in HTML format for the City to print. The Bank also supports electronic, file-based versions of Account Analysis reporting to include EDI822 and CSV that can be implemented via secure email or direct transmission. 3. How long is report images maintained online? Bank Response: Each month’s statement will remain available for 187 days. 4. What is the bank’s dispute resolution process? Bank Response: The City may contact their Relationship Manager, Glen Davis, for questions related to their statement. 5. Can the Bank provide a detail sample account analysis listing of how all fees are calculated? If, yes, please include sample. Bank Response: Yes. A sample Account Analysis Statement is included in Tab E. 6. Describe the method used to calculate the earnings rate credit. Bank Response: The Bank is offering a variable earnings credit rate, indexed to the FFT rate – that rate would be the FFT rate minus 0.20%, with a floor of 0.25%. As of the date of this proposal, June 5th, 2020, the floor rate would be in effect. Resolution No. 08-13-20-3.17 Page 155 of 292 The earnings credit allowance calculation is: Average Positive Collected Balance (x) Earnings Credit Rate (x) Days in Month Days in Year Example: $100,000 * 0.xx% * 31 366 Notes: 1) Average Positive Collected Balance = Average Positive Monthly Balance minus Average Float. 2) Reserve Requirement is currently 0% Calculation for determining the compensating balance required to offset service charges: Fees/(ECR/Days in Year*Days in Month) = Compensating balance Example: $1,000/(0.xx%/366*31) = $xxxx 7. Is the reserve requirement deducted from the available balance before the earnings credit rate is calculated? Bank Response: The Bank does not have a reserve requirement for this type of account, so no, the reserve requirement is not deducted from the available balance before the earnings credit is calculated. Prospective Services 1. Does the Bank offer any type of overnight automatic sweep account where excess City funds could be invested? If yes, please describe all options available and the respective basis for interest earnings for each. Bank Response: The Bank does have various automatic sweep type options that the City could utilize. However, at this time we think the current account structure is the best way to maximizing the City’s goals of reducing fees and earning the best return on their funds. The Bank could offer a hybrid product that first uses all necessary available balances to pay for services and then uses any excess balances to earn interest. We could also offer a Sweep product that would sweep available funds out each night to earn interest on those funds. A set balance could be retained in the account to cover all or a portion of the service charges. This is similar to the arrangement that the City currently has, however there would be a monthly sweep fee as well as possible additional general banking charges to that account. Resolution No. 08-13-20-3.17 Page 156 of 292 Business Continuity Plan 1. Are procedures established for disaster recovery in the event of system failure or other disasters at the Bank’s Primary site? If yes, please provide or describe the banks disaster recovery plan. Bank Response: Yes. The Bank has a formal disaster recovery plan in place in the event of a systems failure or other disaster. The Bank has established response procedures that are followed to alert key individuals, assess the incident, and resolve any problems in an effective and efficient manner. The Bank has contracted with a world recognized disaster recovery service provider. The Bank’s primary processing site is the Wilson Operations Center. The Bank uses a combination of vendor supported services and IT infrastructure at other Bank sites to support the recovery of Wilson’s Operations Center in the event of a disaster or large systems failure. Our primary hotsite is in a different state than our Operations center and provides for replication of our mainframe processing. Our backup equipment remains powered up and in a daily ready state. This dedicated equipment supports sending our critical data across multiple dedicated AT&T data circuits. We backup all mainframe production files multiple times each day. All data needed to recover our mainframe environment is kept in an automated tape system or disk infrastructure at the hotsite and in a ready state. The Bank also has a second processing center and is located in Charlotte, NC, where we have installed our largest amount of redundant network and distributed systems capabilities. All Bank sites (check processing sites, branches, ATM’s and corporate offices) have redundant network connections to both Wilson and Charlotte. If the Wilson site goes down, we establish our network through the offsite location, and the rest of the Bank’s environment is then connected through the Charlotte site. Many of our distributed systems have redundant servers in Charlotte to support the recovery of an outage in Wilson. Depending upon individual system requirements, some distributed systems have their production servers in locations other than Wilson, and some have their disaster recovery servers in locations other than Charlotte. We have switched our entire production network from Wilson to the hotsite in less than 15 minutes during test exercises. Your Relationship Team would be in frequent contact with you during any type of disaster to ensure all of your expectations are met. The Bank has put in place a Disaster Recovery/Business Continuation plan that we are confident addresses and mitigates risks. We will work closely with the City to make every effort to ensure that a disruption of services does not occur. 2. Are disaster recovery plans often tested? Bank Response: The Bank’s disaster recovery plans are tested and documented every 12 months as part of our audit and regulatory compliance requirements. Our most recent test was conducted in July 2019. Resolution No. 08-13-20-3.17 Page 157 of 292 3. Does the Bank have a back-up processing site? Bank Response: Yes. The Bank has a back-up processing site. Please see #1 for details. 4. Have disaster recovery procedures ever been employed for a real disaster? Is yes, please explain. Bank Response: No, the Bank has not had to implement disaster recovery procedures for a real disaster. 5. Would the City be able to access information if the Bank’s online banking system is out of service? If yes, please explain. Bank Response: The CashManager OnLine system has not had any unscheduled downtime for more than 30 minutes in a single day. Current uptime is 99.99% for the last 12 months and this includes scheduled down time for maintenance and upgrades. Should CashManager OnLine be down for any extended period of time, the City will have access to account information by contacting your local Relationship Manager, Glen Davis, any local branch or by contacting our client support team. CashManager OnLine is a multipurpose cash management internet application and each department within the Bank that supports CashManager OnLine is required to adhere to a Business Recovery Plan. Those plans document, in specific detail, actions to be taken for the continuation of critical business functions following a business interruption. They contain detailed procedures for managers to follow when the plan is activated, that include contact information for key employees, roles and responsibilities for the managers to follow when the plan is activated and procedures for recovering critical functional needs. If in the event of a disaster, CashManager OnLine, at the advisement of senior management, would engage support personnel to activate the plan and determine if the event would require relocation to our alternate back up site, managed by the Bank. This plan, when evoked, is designed to have duplicated operational capability within a 24 – 48 hour timeframe. 6. Can the Bank provide disaster recovery services if the City cannot operate from its own facilities? Bank Response: The Bank would be willing to negotiate providing temporary facilities for the purpose of supporting core client business functions. This would be with the understanding that potential facilities would have to be isolated from core Bank departments handling confidential client information and transactions. Resolution No. 08-13-20-3.17 Page 158 of 292 Tab E: Samples Resolution No. 08-13-20-3.17 Page 159 of 292 Samples of the following: •Bank statements/Account Analysis •Reports from Cash Management System •Full and Partial account reconciliation statement •Monthly pledged collateral report •Depository Pledge (Custody Account) Agreement •Cash Management Agreement •Funds transfer and ACH transaction agreements •Stop payment agreement Resolution No. 08-13-20-3.17 Page 160 of 292 Sample Center Inc PO Box 54321 Anytown USA 27000-1234 1234567891011 1234567891011 Sample Bank StatementResolution No. 08-13-20-3.17 Page 161 of 292 •BUSINESS ANALYZED CHECKING DATE CHECK# AMOUNT($) DATE 08/30 34578 500.00 08/29 08/29 *34583 759.21 08/29 08/29 *34591 381.30 08/29 * indicates a skip in sequential check numbers above this item Other withdrawals, debits and service charges DATE 08/01 08/01 08/01 08/02 08/05 08/07 08/08 08/08 08/08 08/09 08/12 08/15 08/15 08/15 08/15 08/15 08/15 08/16 DESCRIPTION ACH CORP DEBIT GARNISH PAYCHEX CGS ACH CORP DEBIT TAXES PAYCHEX TPS ACH CORP DEBIT PAYROLL PAYCHEX INC. ACH CORP DEBIT ACH DEBIT JOHN HANCOCK ACH CORP DEBIT TDCPOSTAGE POST ALIA ACH SETTLEMENT CMOL ACH CORP DEBIT GARNISH PAYCHEX CGS ACH CORP DEBIT TAXES PAYCHEX TPS ACH CORP DEBIT PAYROLL PAYCHEX INC. ACH CORP DEBIT ACH DEBIT JOHN HANCOCK ACH CORP DEBIT INVOICE PAYCHEX EIB MERCH FEE TSYS MERCHANT ACH CORP DEBIT GARNISH PAYCHEX CGS MERCH FEE TSYS MERCHANT ACH CORP DEBIT TDCPOSTAGE POST ALIA ACH CORP DEBIT TAXES PAYCHEX TPS ACH CORP DEBIT PAYROLL PAYCHEX INC. ACH CORP DEBIT HRS PMT PAYCHEX HRS (continued) CHECK# *34593 *34595 34596 08/16 08/19 ACH CORP DEBIT ACH DEBIT JOHN HANCOCK INTERNET PAYMENT CREDITCARD BARCLAYCARD US 08/20 08121 08/21 08/22 08/22 08/22 08/26 08/27 08/28 08/29 08/29 08/29 08/30 08/30 RETURN DEPOSIT ITEM ACH SETTLEMENT CMOL SERVICE CHARGE ACH CORP DEBIT GARNISH PAYCHEX CGS ACH CORP DEBIT TAXES PAYCHEX TPS ACH CORP DEBIT PAYROLL PAYCHEX INC. STOP PAYMENT CHARGE 1 ACH CORP DEBIT ACH DEBIT JOHN HANCOCK ACH SETTLEMENT CMOL ACH CORP DEBIT GARNISH PAYCHEX CGS ACH CORP DEBIT TAXES PAYCHEX TPS ACH CORP DEBIT PAYROLL PAYCHEX INC. ACH CORP DEBIT ACH DEBIT JOHN HANCOCK ACH CORP DEBIT TDCPOSTAGE POST ALIA Total other withdrawals, debits and service charges Deposits, credits and interest DATE DESCRIPTION 08/01 LOCKBOX DEPOSIT 08/01 DEPOSIT TSYS MERCHANT 08/01 LOCKBOX DEPOSIT 08/01 DEPOSIT 08/02 LOCKHOX lJl:POSI l 08/02 LOCKBOX DEPOSIT 08/05 DEPOSIT 08/05 LOCKBOX DEPOSIT 08/05 LOCKBOX DEPOSIT 08/06 IAXtS PAYCHtX I PS 08/06 DEPOSIT TSYS MERCHANT 08/06 LOCKBOX DEPOSIT 08/07 DEPOSIT 08/07 LOCKBOX DEPOSIT 08/08 LOCKHOX lJl:POSI l 08/08 DEPOSIT AMOUNT($) DATE CHECK# 944.20 08/30 * 34600 266.19 08/29 * 34603 30.42 Total checks AMOUNT($) 202.50 54.72 = $63,785.11 AMOUNT($) 405.59 9,130.80 20,695.36 1,983.26 3,000.00 3,219.66 399.38 12,310.23 28,949.31 2,589.72 1,396.74 35.90 399.38 571.46 3 ,000.00 9,360.60 24,624.85 40.00 1,97 4.06 4,238.73 306.93 1,990.01 968.60 399.38 9,204.55 23,310.14 34.00 2, 177.71 2,415.58 398.63 10,779.62 24,008.89 2,052.63 3,000.00 = $209,371.70 AM O UNT($) 1,456.30 3,177.41 5,821.03 16, 120.6'1 1,863.62 12,978.56 1,069.26 10,442.00 13,911.16 29.00 980.80 2,988.84 489.20 1,70'1.37 S,863.80 10,981.84 continued • PAGF ? OF 4 Resolution No. 08-13-20-3.17 Page 162 of 292 Page 3 of 4 08/30/13 NC •BUSINESS ANALYZED CHECKING (continued) DATE D ESCRIPTION AMOUNT($) 08/09 DEPOSIT 73.85 08/09 DEPOSIT 5.471.09 08/09 LOCKBOX DEPOSIT 13,234.88 08/12 DC POSIT 2,152.88 08/1? l OCKROX [)FPOSIT 4,00?.70 08112 LOCKBOX DEPOSIT 6,874.07 08/13 DEPOSIT 73.85 08/1 3 DEPOSIT 2,172.12 08/13 DC POSIT TSYS MERCI IANT 2,353.06 08/13 DFPOSIT ?,S77.97 08113 LOCKBOX DEPOSIT 5,504.88 08/14 LOCKBOX DEPOSIT 1,296.75 08/14 DEPOSIT 1,788.34 08/14 LOCKOOX DCPOSIT 2,199.70 08/1S DFPOSIT TSYS MFRCHANT 799.77 08115 DEPOSIT 1,472.00 08/15 DEPOSIT 4.435.68 08/15 LOCKBOX DEPOSIT 14,035.40 08/16 LOCKOOX DCPOSIT 14,869.33 08/19 DFPOSIT 3,337.9') 08119 LOCKBOX DEPOSIT 9, 184.68 08/19 LOCKBOX DEPOSIT 12,502.10 08/19 LOCKBOX DEPOSIT 13,529.49 08/20 DC POSIT 733.89 08/?0 l OCKROX [)FPOSIT 1,807.06 08/20 LOCKBOX DEPOSIT 9,870.20 08/20 LOCKBOX DEPOSIT 14,115.86 08/21 LOCKBOX DEPOSIT 4,344.24 08/21 DCPOSIT TSYS MERCI IANT 4,925.96 08/?? DFPOSIT ?,1?7.1? 08/22 LOCKBOX DEPOSIT 14,517.65 08/23 LOCKBOX DEPOSIT 10,052.46 08/26 DEPOSIT 2,050.51 08/26 LOCKOOX DCPOSIT 4,158.62 08/?6 DFPOSIT 4,378.9? 08/26 LOCKBOX DEPOSIT 9,029.93 08/26 LOCKBOX DEPOSIT 15,483.27 08/27 DEPOSIT Z,176.35 08/27 LOCKOOX DCPOSIT 2,499.72 08/?7 DFPOSIT 3,S4?.60 08/27 LOCKBOX DEPOSIT 14,041.78 08/28 DEPOSIT TSYS MERCHANT 1,805.42 08/28 LOCKBOX DEPOSIT 4,958.94 08/29 DCPOSIT TSYS MERCI IANT 375.39 08/?9 DFPOSIT 8,0?8.81 08/29 LOCKBOX DEPOSIT 10,708.68 08/30 LOCKBOX DEPOSIT 13,387.90 Total deposits, credits and interest = $372,891.65 • PA GF 1 OF 4 0001465 Resolution No. 08-13-20-3.17 Page 163 of 292 Questions, comments or errors? For general questions/comments o r to report errors about your statement o r account, please call BB&T Phc-ne24 at 1-800-BANK BBT (1-800-22G-5228) 24 hours a day, 7 days a week. BB&I Phone24 Client Service Associates are available t o assist you From 6 il.rn. un lil rni<lnighl ET. Yuu mily also UJrlla cl your local BB&T f1nancidl cenler. To locate a BB&T financial center in your area, please visit BBT.corn. E Lectronic fund transfers In case c-1 errors or questions about your electronic fund transfers, if you triink your statement or receipt 1s wrong or if you need more informati on about a transfer on the sliltemenl or re cerpl, wr1ta ct us as rno n dS possible. Yuu may wr ile lo us al lt1e following address: BB&T Liab1l1ty Risk Management P 0. Box 99G Wilson, NC l'f894-09% You rrny olso (all BB&T Phone24 ill 1-800-BANK BBT or vi sit your locdl BB&T financial center. We must hea r fr o m you no later than sixty (60) days after we sent you the FIRST statement on which the error or problem appeared. Please provide the following information: • Your name and account number • Describe lt1e error or trilmfer you ar e unsure obout, ond exploin in detail vvhy you believe this is an er ror or why you need more information • The dollar amount of the suspected error We will investigate your complaint/concern and promptly take corrective action. If we take more than ten (10) business days to complete our invest1gat1on your account will be u e<lited for the arnounl you lhink is in err or, minus d maximum of $50 if v:e ~1dve d reasonable basis to believe that an unauthorized electronic fund transfer has occurred. This will provide you with access to your funds during the time it takes us to complete our investigation. Yc·u may have no liability for unauthorized Check Card purcr1ases, subj ect to the terms and conditions 1n the current BB&I tlectr on1c rund lransfer Agreement and Disclosures_ If you hov e drror1g eci fo r di red depo s1l(s) lo yuur account, please call BB&T Phone24at1-800-BANK BBT to ve rify that a deposit h as been made. If your periodic statement shows transfers that you did not make, tell us at once. If you do not inform us within sixty (60) cloy'> afler the s laternen t Wds maile<l lo you, you may not get back any mon ey you lost after sixty (60) days. This will occur if we can prove that we could have stopped someone from taking the money if you had informed us 1n time. If a goJd reason kept you from informing us, we will extend the t1 me periods. Important information about your Constant Credit Account Once advance s are made fr o m your Con stant Credit Account, an INTEREST CHARGE How to Reconcile Your Account > 1. list the new balance of your acco unt from your latest statement hC're: ./':·:: > ·. Member FDIC will automatically be imposed on the account's outstanding "Average daily balance.'' The INTEREST CHARGE is calculated by applying the ''Daily periodic rate" to tr1e "Average daily balance'' of your account (including current transactions) and rnullij.llying lt11s figure by the number of ddys in the billing lyde. To ge l the "Av erilge daily balance." we take the beginning account balance each day, add any new advances or debits, and subtract any payments or credits and the last unpaid INTEREST CHARGE. This gives us tr1e daily balance. Then we add all of the daily balances for the billing cycle and divide the total by the number of days in the billing (yde. This gives us the "Averdg~ dd1ly baldnce.'' Billing rights summary In case of errors or questions about your Constant Credit statement If you triink your statement is incorrect, or if you need more information about a Constant Credit transaction on your statement, please call 1-800-BANK B8 I or visit yo ur locdl BB&T frr1anciill center. To disi.iute o poyrnenl, pledse writ~ lo us or1 d separate sheet of pape r at the following address: Bankcard Services Division P.O. Box 200 Wilson, NC: Z/894-0200 W e mus t hear frorn you no loler than sixly (60) days ofter we senl you the FIRST statement on which the error o r problem appeared. You may telephone us .. but doing so will not preserve you r rights. In your letter, please provide the following information: • Yo ur name and account number • Des cribe the error or lransfer you are unsu1e about, and exi.ilai n 111 deloil why you believe this 1s an error or why you need more information • The dollar amount of the suspected error During our investigation process, you are not responsible for paying any amJunt in questi on; you are, however, obligated to pay the items on your statement that are not 111 questio n . While w e irwestigillE yuur queslion, we larmol rei.iorl you as delin~uent or take any action to co lle ct the amount in question. Mail-in deposits If you wish to mail a deposit please send a deposit ticket and check to yc·ur le-cal BB&T financial center. Visit BB I .com to locate the BB&I financial center closest to you. Please do nol seri<l Co'>h. Change of address If you need to change your address , please visit your local BB&T financial center or call BB&T Phone24at1-800-BANK BBT (1-800-22G-5228). Outstanding Checks and Other Debits (Section A) Date/Check# Amount Date/Check # Amount .. I' ....... / .... 2. Reco rd any outstanding debits (checks, ch e ck card purchases, ATM .. . .... withdrawals , electronic transactions, etc) in section A Record <; < < the transaction date, the check number or type of debit and the debit amount. Add up ;ill of the: debits, .:ind enter th~ sum here: ••·····•••·•·•··•·• •• ·>/'··.·.···.' ·· .. , >·, .. 3. Subtract the amount in line 2 above from the amount in line 1 .. ·····' .. •·.· above and enter the total here: •••••• •········.·· ... · 4. Record any outstanding credits in section B. Reco rd the transaction <>:·····'· '( ' date, credit type and the credi t amount. Add up all of the credits and enter the sum here: •\·:'· •:,·· ·: .. · .. Outstanding Deposits and Other Credits (Section B) 5 . Add the amount in line 4 to the amount in line 3 to find your i:L. -': > Date/Type Amount DatelTvpe Amount balance. ~nter the sum here. 1 his amount should match the balance in your register. 1 >< << ._ .. · •. ·. For more information, please contact your local BB&T relationship manager, visit BBT.corn, or cont;;ict BB&T Phone24 <it 1-800-BANK BBT (1-800-226-5228). • PAC.F 4 OF 4 Resolution No. 08-13-20-3.17 Page 164 of 292 1of 6 08-05-2015 FROM 07-01-2015 TO 07-31-2015 X PAGE 1 ACCOUNT OFFICER NAME GROUP NO.1234567890 12345 COMBINED ANALYSIS ACCOUNTS INCLUDED IN ANALYSIS DEPOSITS 01 1234567890 01 0987654321 AVERAGE BALANCE SECTION BALANCE RATE AMOUNT AVERAGE BALANCE 5,689,534 LESS:AVERAGE FLOAT 12,772 AVERAGE COLLECTED BALANCE 5,676,762 AVG POSITIVE COLLECTED BAL 5,676,762 LESS:REQUIRED RESERVES 0 AVG POSITIVE AVAILABLE BAL 5,676,762 .650 3,133.88 ------------- EARNINGS CREDIT ALLOWANCE 3,133.88 BANK SERVICES SECTION UNITS RATE AMOUNT BAL REQUIRED **BALANCE RELATED SERVICES ** DEP ACCT USAGE FEE $.1333/$1K 5,689,531 15.996 758.39 1,373,758.56 --------------------------- **SUBTOTAL **758.39 1,373,758.56 **GENERAL BANKING SERVICES ** MAINTENANCE FEE 7 20.000 140.00 253,598.01 CREDITS POSTED 43 .750 32.25 58,418.11 ITEMS DEPOSITED -BB&T 26 .130 3.38 6,122.58 ITEMS DEPOSITED -INSTATE 250 .130 32.50 58,870.96 ITEMS DEPOSITED -OTHER 117 .130 15.21 27,551.61 REMOTE DEPOSIT ITEMS-BB&T 3 .130 .39 706.45 REMOTE DEPOSIT ITEMS-IN STATE 4 .130 .52 941.93 REMOTE DEPOSIT ITEMS-OTHER 34 .130 4.42 8,006.45 CHECKS PAID AND OTHER DEBITS 185 .190 35.15 63,671.21 DEPOSIT CORRECTIONS 1 7.500 7.50 13,585.60 CHECK IMAGES WITH STATEMENT 1 4.000 4.00 7,245.65 RETURNED DEPOSIT/CASH ITEM FEE 3 12.000 36.00 65,210.91 --------------------------- **SUBTOTAL **311.32 563,929.47 7100 AA 467-15-01-00 AA GROUP NAMEGROUP ADDRESS Sample Account Analysis StatementResolution No. 08-13-20-3.17 Page 165 of 292 BANK SERVICES SECTION UNITS RATE AMOUNT BAL REQUIRED **SPEC COLLECTION SERVICES ** ONSITE DEPOSIT-LOW VOL MONTHLY 1 49.950 49.95 90,480.14 ONSITE DEPOSIT-LOW VOL ITEMS 41 .000 .00 --------------------------- **SUBTOTAL **49.95 90,480.14 **WIRE TRANSFER SERVICES ** CMOL REPETITIVE WIRE 4 11.000 44.00 79,702.23 CMOLINE WIRE MAINT 1 10.000 10.00 18,114.14 --------------------------- **SUBTOTAL **54.00 97,816.37 **ACH SERVICES ** ACH RECEIVED CREDIT 84 .750 63.00 114,119.10 ACH RECEIVED DEBIT 40 .190 7.60 13,766.74 ACH NOTIFICATION OF CHANGE 1 3.000 3.00 5,434.24 ACH MONTHLY MAINTENANCE 1 45.000 45.00 81,513.64 ACH POSITIVE PAY MONTHLY MAINT 7 25.000 175.00 316,997.51 --------------------------- **SUBTOTAL **293.60 531,831.23 **AR-BOX SERVICES ** AR-BOX MONTHLY MAINTENANCE 1 40.000 40.00 72,456.57 AR-BOX PER ITEM 100 .120 12.00 21,736.97 --------------------------- **SUBTOTAL **52.00 94,193.54 * * RECONCILIATION SERVICES ** CD-ROM MAINTENANCE 1 25.000 25.00 45,285.35 CD-ROM ITEMS 144 .050 7.20 13,042.18 CD-ROM DISK 1 15.000 15.00 27,171.21 CMOL POSITIVE PAY MAINTENANCE 1 50.000 50.00 90,570.71 CMOL POSITIVE PAY/PAYEE-ITEMS 154 .080 12.32 22,316.62 CMOL POSITIVE PAY IMAGE 1 2.000 2.00 3,622.82 CMOL PAYEE POS PAY -MAINT 1 75.000 75.00 135,856.07 CMOL PAYEE POS PAY -IMAGE 2 .000 .00 --------------------------- **SUBTOTAL **186.52 337,864.96 21of 6 08-05-2015 FROM 07-01-2015 TO 07-31-2015 7100 AA 467-15-01-00 AA GROUP NAMEGROUP ADDRESS X PAGE 1 ACCOUNT OFFICER NAME GROUP NO.1234567890 12345 COMBINED ANALYSIS Resolution No. 08-13-20-3.17 Page 166 of 292 BANK SERVICES SECTION UNITS RATE AMOUNT BAL REQUIRED **INFORMATION SERVICES ** CMOL CD ACCT MAINT 2 40.000 80.00 144,913.15 CMOL BUSINESS BANKING 7 35.000 245.00 443,796.52 CMOL -CD LOADED ITEMS 93 .250 23.25 42,115.38 CMOL BUSBANK -PD LOADED ITEMS 394 .000 .00 CMOL BUSBANK -ACCT TRANSFER 4 .000 .00 CMOL BUSBANK -IMAGE RETRIEVED 9 2.000 18.00 32,605.45 CMOL BUSBANK -IMAGE RETRIEVED 5 .000 .00 --------------------------- **SUBTOTAL **366.25 663,430.50 **WHOLESALE LOCKBOX ** WLB MAINTENANCE BALTIMORE 1 120.000 120.00 217,369.72 WLB PAYMENTS BALTIMORE 393 .420 165.06 298,992.05 WLB EXCEPTIONS BALTIMORE 14 .380 5.32 9,636.72 WLB DEPOSITS BALTIMORE 25 1.480 37.00 67,022.33 WLB MICR REPAIR BALTIMORE 2 .015 .03 54.34 WLB DATA TRANSMISSION 1 125.000 125.00 226,426.79 BALTIMORE WLB REMITTER DATA ENTRY 2,268 .020 45.36 82,165.75 BALTIMORE WLB REMITTER REPORT BALTIMORE 1 75.000 75.00 135,856.07 WLB CD FEE BALTIMORE 1 25.000 25.00 45,285.35 WLB EXCEPTION ITEM IMAGE 20 .050 1.00 1,811.41 BALTIMORE WLB INBOUND OVERNIGHT DELIVERY 3 5.000 15.00 27,171.21 BALTIMORE WLB IMAGE MAINTENANCE FEE 1 115.000 115.00 208,312.65 BALTIMORE WLB PAGE SCAN PER ITEM 204 .050 10.20 18,476.42 BALTIMORE WLB PER CHECK IMAGED BALTIMORE 393 .050 19.65 35,594.29 WLB PER ENVELOPE IMAGED 197 .050 9.85 17,842.43 BALTIMORE WLB PACKAGE PREP BALTIMORE 1 25.000 25.00 45,285.35 --------------------------- **SUBTOTAL **793.47 1,437,302.88 ** RETAIL LOCKBOX ** RLB EXCEPTIONS BALTIMORE 18 .250 4.50 8,151.36 --------------------------- **SUBTOTAL **4.50 8,151.36 3of 6 08-05-2015 FROM 07-01-2015 TO 07-31-2015 7100 AA 467-15-01-00 AA GROUP NAMEGROUP ADDRESS X PAGE 1 ACCOUNT OFFICER NAME GROUP NO.1234567890 12345 COMBINED ANALYSIS Resolution No. 08-13-20-3.17 Page 167 of 292 BANK SERVICES SECTION UNITS RATE AMOUNT BAL REQUIRED **INTERNATIONAL SERVICES ** CMOL INTERNATIONAL WIRE 3 36.000 108.00 **EXPLICIT CHARGE --------------------------- **SUBTOTAL **108.00 .00 --------------------------- BANK SERVICES 2,870.00 5,198,759.30 BANK SERVICES:EXPLICIT 108.00 NET EARNINGS VALUE 263.88 PLUS:PRIOR CREDIT FOR PERIOD 6,857.88 SERVICE CREDIT FOR PERIOD 7,121.76 NET AVAILABLE BALANCE 478,002 ***SERVICE CHARGE AMOUNT 108.00 TO ACCOUNT 0005139276584 41of 6 08-05-2015 FROM 07-01-2015 TO 07-31-2015 7100 AA 467-15-01-00 AA GROUP NAMEGROUP ADDRESS X PAGE 1 ACCOUNT OFFICER NAME GROUP NO.1234567890 12345 COMBINED ANALYSIS Resolution No. 08-13-20-3.17 Page 168 of 292 5of 6 08-05-2015 FROM 07-01-2015 AA 467-15-01-00 INDIVIDUAL COMPANY #1ADDRESS TO 07-31-2015 X PAGE 5 ACCOUNT OFFICER NAME 34259 GROUP NO.COMBINED ANALYSIS ACCOUNT NO. 12345678901112223334 BUSINESS ANALYZED CHECKING AVERAGE BALANCE SECTION BALANCE RATE AMOUNT AVERAGE BALANCE 90,685 LESS:AVERAGE FLOAT 0 AVERAGE COLLECTED BALANCE 90,685 AVG POSITIVE COLLECTED BAL 90,685 LESS:REQUIRED RESERVES 0 AVG POSITIVE AVAILABLE BAL 90,685 .200 15.40 ------------- EARNINGS CREDIT ALLOWANCE 15.40 BANK SERVICES SECTION UNITS RATE AMOUNT BAL REQUIRED **BALANCE RELATED SERVICES ** DEP ACCT USAGE FEE $.1333/$1K 90,685 15.996 12.08 71,116.12 --------------------------- **SUBTOTAL **12.08 71,116.12 **GENERAL BANKING SERVICES ** MAINTENANCE FEE 1 20.000 20.00 117,741.93 CHECK IMAGES WITH STATEMENT 1 4.000 4.00 23,548.38 --------------------------- **SUBTOTAL **24.00 141,290.31 **ACH SERVICES ** ACH POSITIVE PAY MONTHLY MAINT 1 25.000 25.00 147,177.41 --------------------------- **SUBTOTAL **25.00 147,177.41 **INFORMATION SERVICES ** CMOL BUSINESS BANKING 1 35.000 35.00 206,048.38 --------------------------- **SUBTOTAL **35.00 206,048.38 --------------------------- BANK SERVICES 96.08 565,632.22 NET EARNINGS VALUE 80.68- NET AVAILABLE BALANCE 474,946- AVERAGE BALANCE DEFICIT 474,946- ***SERVICE CHARGE AMOUNT 80.68 Resolution No. 08-13-20-3.17 Page 169 of 292 AVERAGE BALANCE SECTION BALANCE RATE AMOUNT AVERAGE BALANCE 193,042 LESS:AVERAGE FLOAT 3,904 AVERAGE COLLECTED BALANCE 189,138 AVG POSITIVE COLLECTED BAL 189,138 LESS:REQUIRED RESERVES 0 AVG POSITIVE AVAILABLE BAL 189,138 .230 36.94 ------------- EARNINGS CREDIT ALLOWANCE 36.94 BANK SERVICES SECTION UNITS RATE AMOUNT BAL REQUIRED **BALANCE RELATED SERVICES ** DEP ACCT USAGE FEE $.1333/$1K 193,042 15.996 25.73 131,717.39 --------------------------- **SUBTOTAL **25.73 131,717.39 **GENERAL BANKING SERVICES ** MAINTENANCE FEE 1 20.000 20.00 102,384.29 CREDITS POSTED 3 .750 2.25 11,518.23 REMOTE DEPOSIT ITEMS-OTHER 5 .130 .65 3,327.48 DEPOSIT CORRECTIONS 1 7.500 7.50 38,394.10 --------------------------- **SUBTOTAL **30.40 155,624.10 **ACH SERVICES ** ACH POSITIVE PAY MONTHLY MAINT 1 25.000 25.00 127,980.36 --------------------------- **SUBTOTAL **25.00 127,980.36 **INFORMATION SERVICES ** CMOL BUSINESS BANKING 1 35.000 35.00 179,172.51 CMOL BUSBANK -PD LOADED ITEMS 5 .000 .00 --------------------------- **SUBTOTAL **35.00 179,172.51 --------------------------- BANK SERVICES 116.13 594,494.36 NET EARNINGS VALUE 79.19- NET AVAILABLE BALANCE 405,355- 65of 6 08-05-2015 AA 467-15-01-00 INDIVIDUAL COMPANY #2ADDRESS FROM 07-01-2015 TO 07-31-2015 X PAGE 5 ACCOUNT OFFICER NAME GROUP NO. ACCOUNT NO. 12345678901112223334 34259 COMBINED ANALYSIS BUSINESS ANALYZED CHECKING Resolution No. 08-13-20-3.17 Page 170 of 292 Sample CashManager OnLine Reports BB&T 053101121 2222111111 333333 053101121 444444"444444 CLOSING LEDGER OPENING AVAILABLE CLOSING AVAILABLE AVERAGE CLOSING AVAILABLE MID TOTA L FLOAT 1-0A Y FLOAT 2 OR MORE DA Y S FLOAT TOTAL CREDITS -Items 1 TOTALOEBrTS-ttems 12 TOTAL CHECKS PAD 053101121 2222222222222 CLOSING LEDGER OPENING AVAILABLE CLOSING AVAILABLE AVERAGE CLOSING AVAILABLE MID TOTAL FLOAT 1-0A Y FLOAT 2 OR MORE DA Y S FLOAT TOTAL CREDITS -Items 23 TOTA L DEBrTS -Items 2 TOTAL CHECKS PAD 053101121 5555555555555 CLOSING LEDGER OPENING AVAILABLE CLOSrr-IGAVAILABLE AVERAGE CLOSING AVAILABLE MID TOTAL FLOAT 1-DAY FLOAT 2 OR MORE DA Y S FLOAT TOTAL CREDITS -Items 1 TOTA L DEBrTS -Items 64 TOTAL CHECKS PAD CLOSING LEDGER OPENING AVAILABLE CLOSING AVAILABLE AVERAGE CLOSING AVAILABLE MID TOTAL FLOAT 1-DA Y FLOAT 2 OR MORE DA Y S FLOAT TOTAL CREDITS TOTAL DEBITS TOTAL CHECKS PAJD Summa ry Report P rev ious Day As of 15-M ay-201 2 -1 5 -M ay-2012 Printed On 16-M ay-201 2 10:4 8:41 ET Branch Banking a nd Trust Corp Adm in As of 15 -M ay-201 2 tm DATA RE PORTED Branch Banking and Trust Corp LINDA HOOKS ACCOUNT As of 15 -M ay-201 2 BALANCES SUMMARY Branch Banking and Trust Corp LINDA HOOK S PAYABLES As of 15 -May-201 2 BALANCES SUMMARY Branch Banking and Trust Corp SCOTIY PAYABLES As of 15 -May-20 1 2 BALANCES SUMMARY GRAtm TOTAL S U SO BALANCES SUMMARY T his repoct contains adVice d ata . all figu1es are subj ect to posting . =============== EtJD OF REPORT=============== CHRI S SCOTT Branch B anking and Trust Corp 12,472,339.65 12,048,980.68 12,472,339.65 14,266,284.83 000 0.00 0.00 3,000,000.00 2,576,641.03 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 7,173,033.6 1 7,173,033.6 1 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1,073,321.47 1,073,321.47 1,073,32 1.47 12,472,339.65 12,048,980.68 12,472,339.65 14,266,284.83 0.00 0.00 0.00 11,246,355.08 10,822,996.1 1 1,073,321.47 U SO U SO U SO U SO Resolution No. 08-13-20-3.17 Page 171 of 292 BB&T 053101121 2222225555555 OPEJllNG L EDGER CURREflT L EDG ER OPEllltlG AVAILABLE CURREflT AVAILABLE T OTAL l tlCOM ING M ONEY T RAN SFERS -It ems 3 Total M e mo Credit M emo Debit Su mmary 22,000,000.00 15,550,000.00 1,150,000.00 ::::::::::=::::::::: 38, 700,000.00 1,766,034.71 ::::::::::::::::::::::::::::: 1,766,034.71 OPEl/lf/G L EDGER CURRENT LEDGER OPEl/lflG AVAILABLE CURRENT AVAILABLE IND ltl M ON TRAtl 10:50:52 Fed Ref#: BBBBtlDDFV4R00044003301034FT01 BB&T Re l# 555555555555 ABA#JBANK 026009593 BAtlK OF AMERICA, NATIONAL ASSO ORIG:BANK OF AMERICA fl.A. BOFA WAUKESHA OI SBURSEM EtlT NC1-001-04 -39 101 ti T RY ON ST CHARLOTTE, tlC 28246-0100 TRrlUIO: 1111111111111111 IND ltl M ON TRAtl 09:0 1:1 5 Fed Ref#: BBBBtlDDHU4R00922403151439FT03 BB&T Re l# 555555555555 ABA#JBANK 026009593 BAtlK OF AMERICA, NATIONAL ASSO ORIG:BANK OF AMERICA fl.A. BOFA WAUKESHA DISBURSEM EtlT NC1-001-04 -39 101 ti T RY ON ST CHARLOTTE, tlC 28246-0100 TRrlUIO: 1111111111111111 IND ltl M ON TRAtl 09:31:27 Fed Ref#: BBBBtl07HU4R00649403161256FT03 BB&T Re f# 555555555555 ABA#IBArlK 0 26009593 BAflK OF AMERICA, NATIONAL ASSO ORIG:BANK OF A M ERICA fl.A. BOFA WAUKESHA DI SBURSEMEtlT NC1-001-04-39 101 ti T RYOtl ST C HARLOTTE, NC 28246-0100 T RrlUIO: 1111111111111111 3 Cr edit s 0 Day A va ilab ility: M e mo Debit Detail CM Of/Llf/E ACCT TRANSFER DEBIT 04-03 14 :21:18 1 Debit s T OTAL INCOM IHG M OtlEY TRANSFERS T otal M emo Cr e d it M emo Oebit Su mmary Statement Re port Current Day As ofOJ-Apr-2012 -03-Apr-2012 Pr int ed On 16-M ay -201214:22:04 ET Branch Banki ng and Tr ust Cor p LINDA HOOKS ACCOUNT As of 03-Apr-2012 BALANCES SUMMARY CREDITS DEBITS GRANO TOTALS U SO BALANCES SUMMARY 38,700,000.00 This report contains a dvice data, a l l figures are subj ect to posting . ====~==mo OF REPORT======~ CHRIS SCOTT Branch Banki ng and Trust Corp Cli c k to E xoort in E x e.el Fo r m at REF1:RCVD REF1:RCVD REF1:RCVD P' Balance Data P' Summa ry Da ta p Detail Da ta 78,0 83.36 2,380,415.77 78,0 83.36 2,380,4 15.77 38,700,000.00 0.00 1,766,034.71 REF2:0 78,083.36 2,380,4 15.77 78,083.36 2,380,4 15.77 38,700,000.00 0.00 1J66,034.71 USO Resolution No. 08-13-20-3.17 Page 172 of 292 BB&T 053101121 8888877777777 OPEJllNG L EDGER CURREllT LEDG ER OPEllltlG AVAILABLE CURREllT AVAILABLE TOTAL AC H CREDIT Total NOC Credits Su mmary Total NOC Debits Summary TOTAL AC H DEBIT S TOTAL AC H RET URN CREDIT S TOTALACH RET URt• DEBITS 1,073,454.80 371,603.31 177,775.20 162,580.11 ---------·-- 1,785,413.42 OPEIHflG LEDGER CURRENT LEDGER OPEJl lNG AVAILABLE CURREJIT AVAILABLE ACH CR REC CTXI BLUE CO WHOLES 8888888888 EDI PAYMTS 05-15-12 091000013783739 09100001 1 ST ADDEflDA RECORD: ISA•OO" •()()' '12'4253136124 •12•6126678088 '120514• 034 PAR NUMBER: 0 121350-09266038 ACH CR REC CCDI ABC -MART STOR 0-00-00-00222 TRADE PYMT 05-1 5-12 0910-00-015475797 0910-00-01 1 ST ADDrnOA RECORD: TRW1.5681593\ PAR NUMBER: 0 121350-09887795 ACH CR REC CCDI SCOTT -11 11 6941390387 20-038396 05-15-12 091000017973106 09100001 PAR NUMBER: 0 121350-09888497 ACH CR REC CCDI ROSES HOLDmG 5555555551 EFT PAYMNT 05-1 5-12 0910-00-014679684 0910-00-01 1 ST ADDrnOA RECORD: TRW3.222222222'9008965873\ PAR NUMBER: 0 121350-09891379 4 Credits TOT AL ACH CREDIT TOTALACH RETURll CREDIT S TOTAL ACH DEBITS TOT AL ACH RETURll DEBIT S Total tlOC Credits Su mmary Total UOC Debits Su mmary Statement Report Current Day As of 15-May-2012 -15-M ay -2012 Pr inted On 2'9-M ay -201215:05:31 ET Branch Banking and Tr ust Cor p LINDA HOOKS PAYAB L ES As of 15-May-2012 BALANCES SUMMARY CREDITS DEBITS NO DEBIT DETAIL DATA REPORTED GRANO TOTALS USO BALANCES SUMMARY This report contains a dvi ce data, a l l figures a r e subj ect t o posting. --------END OF REPORT TOM B I TTENBI NDER Branch Banki ng and Trust Corp Clic k to Exoort in Excel Fo r m at REF1 :000000000 REF1:0-00-00-00-00 REF1 :000000000 REF1:0-00-00-00-00 P' Balance Data P' Summary Data p Detail Da ta 0.0-0 2,555,407.41 0.0-0 2,555,407.41 2,582,437.58 0.0-0 0.0-0 33,987.62 0.0-0 0.0-0 REF2:8888888888 REF2:8888888111 REF2:44 4 4 4 4 44444 4 4 4 4 REF2:222222= 0.0-0 2,555,407.4 1 0.0-0 2,555,407.41 2,582,437.58 0.0-0 33,987.62 0.0-0 0.0-0 0.0-0 USO Resolution No. 08-13-20-3.17 Page 173 of 292 View Selected Images Ir Select All Images BB&T 0531011 21 0000222111333 CL OSl tlG LEL'G ER OPEN IN G AVAILABLE CLOSING AVAILABL E AVERAGE CLOSING AVAILABLE MT O TOT AL FL OA T 1-0AYFLOAT 2 OR M ORE OAYS FL OA T TOT AL CREDIT S -It e ms 1 T OT AL DE.BITS -tl ern:s 64 T OT AL CHEC KS PAID 1,767.48 2,966.70 3,104.80 1,200.00 2,340.94 318 76.37 1,155.00 2,720.99 3,926.33 3,229.05 2,400.00 2,994.06 2,880.00 1,850.66 3,460.8 5 1,437.99 1,0 73.40 2,80 3.26 11060.00 "'"'= 4 6 ,2 52.88 CLOSIHG LEDGER OPEtll tlG AVAILABLE CLOSUIG AVA!LABL E r l~/OI V CHKS PO cmn OISB IMAGE EXCHANGE CK r INOIV CHKS PO cmn OISB IMA GE EXCHANGE CK r INOIVCHKSPO cmn OISB IMA GE EXCHM I GE CK r INOIV CHKS PO COtlTROLLEO DI SBURSEM ENT CHECK r INOIV CHKS PO cmn OISB IMAGE EXCHA NGE CK r INOIV CH KS PO cmn Ol SB JP.1A GE EXCHA NGE CK r INOIV CH KSPO cmn OISB IMA GE EXCHA NG E CK r INOIV CH KSPO cmn Dl SB IMA GE EXCHA NG E CK r INOIV CHKS PO cmn OISB IMA GE EXCHANGE CK r INOIV CHKS PO cmn DI SB IMA GE EXCHA rlGE CK r INOIV CHKS PO cmn OISB IMAGE EXCHA NGE CK r INOIV CHKS PO cmn OISB IMA GE EXCHA NGE CK r INOIV CHKS PO cmn OISB IMAGE EXCHA NGE CK r INOIVCHKSPO cmn OISB IMA GE EXCHA NGE C K r INOIV CHKS PO cmn OISB IMAGE EXCHA NG E CK r INOIVCHKSPO cmn OISB IMA GE EXCHA NG E C K r INOIV CHKS PO cmn OISB IMAGE EXCHAtl GE CK r INOIV CH KSPO cmn OISB IMA GE EXCHM IGE CK r INOIV CH KS PO cmn OISB IMAGE EXCHA NG E CK 19 Debit s AVERAGE C LOSl~I G AVAILABLE MTO TOTAL FLOAT 1-0AY FLOA T 2 OR M ORE OAY S FL OA T TOTAL CREOllS TOT AL OEBIT S TOT AL CHECKS PAID V iew Selecte d Ima ges Ir Select All Image s Statement Report Prev ious Day A s of 15-May-2012 -15-May -2012 Print ed On 16-May-2012 09 :44:20 ET Branch Banking a nd Trust Corp SCOTIY PAYABLE S A s of 1 5-M ay -2 012 BALANCES SUMMARY CREDITS HO CREDIT DETAIL DATA REPORT ED DEBITS G RANO TOTALS U SO BALANCES SUMMARY This report contai ns adv i ce data, all figures a re subj ect to posti ng. ~~==~===mo O F REPORT ===~==~ CHRIS scan Branch Bank ing and Trust Corp Click to Exoort i n Exce l Format REF1 :000000002808022733 REF1 :0000000028080228 28 REF1 :000000002808048131 REF1 :000000002901489 199 REF1 :000000002901665364 REF1 :00000000290170 1780 REF1 :000000002901740880 REF1 :000000002901742317 REF1 :000000002901742556 REF1 :000000002901763295 REF1 :000000002901765670 REF1 :000000002901766243 REF1 :000000002901767671 REF1 :000000002901767792 REF1 :0000000029018 1226 5 REF1 :0000000029018 13421 REF1 :000000002901832738 REF1 :000000002901833003 REF1 :000000002901855508 P" Balance Data P" Summary Data p-Detail Data 0 .00 0 .00 0.00 0.00 0.00 0 .00 0 .00 1,073,321.47 1,073,321.47 1,073,321.47 REF2:1122087 REF2:11 22036 REF2:1122080 REF2:2065791 REF2:2065960 REF2:2065980 REF2:1122039 REF2:1122013 REF2:2065950 REF2:2065994 REF2:2065896 REF2:1122000 REF2:2065990 REF2:2065998 REF2:20659 55 REF2:2065992 REF2:11 22095 REF2:2065976 REF2:20659 77 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1,0 73,321.47 1,073,321.47 1,073,321.4 7 USO Resolution No. 08-13-20-3.17 Page 174 of 292 Introducing Enhanced Account Reconciliation Reports Your Account Reconciliation reports are now easier to read and include additional details to assist you with your reconcilement. Enhancements include: Transactions printed in a larger font Single line reporting of transactions Additional Descriptive information for non-check transactions Printed on front & back of 8 X 11 sheets of paper A sample of the easier to read format is provided below. This ARP Reports Guide provides details on any changes to the reports in your Reconciliation package. General Information: Pages 2 – 3 Full Reconciliation Reporting: Pages 4 – 15 Partial Reconciliation Reporting: Pages 16 – 26 Deposit Reconciliation Reporting: Pages 27 - 33 ARP Reports Guide_Feb 2016 1 2/15/2016 Resolution No. 08-13-20-3.17 Page 175 of 292 Account Reconciliation - Reports Report Header Information: Each report contains the following information: 1 - Located in the upper left corner: •The reconciliation service and report name •Source: This field is used in the report generation process (in most cases, it will be the Account Number – Name) •Custom Report From: This field is used in the report generation process (in most cases, the dates will be the reconciliation statement period) •Account: This field provides the Account Number and Name •Date Range: This field provides the timeframe included in the report: •‘From – To’ includes data during this date range •‘As of’ includes data up to and including the date 1 2 ARP Reports Guide_Feb 2016 2 3 2 - Located in the upper right corner: •The name of the template used in the report generation process •Date and time the report was generated 3 - Located in the lower right corner: •Page number for the report (for example: 1 of 3) No Activity for the Report •The report will display the text No Data In Report if there is no activity 2/15/2016 Resolution No. 08-13-20-3.17 Page 176 of 292 Account Reconciliation – Delivery Options CashManager OnLine (CMOL) Image Statement: Clients that are set up for CMOL Image ARP Statements will be able to view reports in the enhanced format for statements that cycled from the enhancement date forward Reports produced prior to the enhancement will continue to be available in the previous format Summary Reports will be combined in a single PDF Detail Reports will be combined in a single PDF The order of the reports is listed on the subsequent sections in this guide CMOL Image Statement enables you to: •Easily search for data within the PDF report •Save the entire document •Print just the pages needed For clients with a high volume of activity, you may notice a slight delay when opening the PDF for reports The report dates provided on CMOL for Summary and Detail Reports represent the date the reports were produced and will be a few days following your statement cycle: •Most reports will be available as of the report date •In some cases, a report may be available the following day •Deposit Recon reports are now available to view on CMOL File Delivery: There are no changes to your current file formats or delivery methods ARP Reports Guide_Feb 2016 3 Paper Report Suppression: Suppression of paper will remain in place for clients who have selected this option Paper Report Delivery: Paper report delivery will remain in place for clients who have selected this option Paper reports will now be printed on the front and back off single sheets of 8 X 11 paper Printed reports will be sorted in alphabetical order by report name Report names may include a team number designation (in parenthesis) which is used in the mailing process A counter, used in the printing process, may display on one side of each page 2/15/2016 Resolution No. 08-13-20-3.17 Page 177 of 292 Full Recon Reports – Paper Delivery Full Reconciliation reporting enables you to more efficiently reconcile checks posting to your account and to manage your outstanding checks. Mis-encoded check serial numbers and amounts are corrected with Full Reconciliation service. The following reports are provided or optional with the Full Reconciliation service: Report order: •Full Recon – Account Adjustments •Full Recon – Adjustment Summary •Full Recon – All Credits •Full Recon – Check Summary •Full Recon – Other Debits •Full Recon – Outstanding Balance •Full Recon – Outstanding Checks •Full Recon – Paid Checks •Full Recon – Stop Payments (optional) *Reports and features no longer available: •Consolidated Report •Balance Report •Diagnostic Summary Report •Serial Break (sub-totaling by serial number range) ARP Reports Guide_Feb 2016 4 2/15/2016 Resolution No. 08-13-20-3.17 Page 178 of 292 Full Recon Reports – CMOL Delivery Full Reconciliation reporting enables you to more efficiently reconcile checks posting to your account and to manage your outstanding checks. Mis-encoded check serial numbers and amounts are corrected with Full Reconciliation service. The following reports are provided or optional with the Full Reconciliation service: Summary Reports: •Full Recon – Adjustment Summary •Full Recon – Check Summary Detail Reports: •Full Recon – Outstanding Balance •Full Recon – Paid Checks •Full Recon – Outstanding Checks •Full Recon – Other Debits •Full Recon – All Credits •Full Recon – Account Adjustments •Full Recon – Stop Payments (optional) *Reports and features no longer available: •Consolidated Report •Balance Report •Diagnostic Summary Report •Serial Break (sub-totaling by serial number range) ARP Reports Guide_Feb 2016 5 2/15/2016 Resolution No. 08-13-20-3.17 Page 179 of 292 Full Recon – Adjustment Summary Full Recon – Adjustment Summary Report: This report provides a summary of your posted checks after adjustments have been made and replaces the manual Settlement Sheet 1 - Transaction Type: Check: •Represents checks that remain posted to your account •Less any checks with a Positive Pay return decision •Less any checks that posted in error •The Total Items for Check will reconcile to number of paid checks on the optional data file Transaction Type: Pd Amt Discrepancy: •Represents the number of corrections for mis-encoded amounts and the net amount of the corrections 2 - Total Items (for all Transaction Types): •The amount represents the total adjusted amount of checks that posted to the account •The Total Items amount will reconcile to total amount of paid check on the optional data file Details of the adjusted transactions can be found on the Account Adjustments report Report Definitions: Transaction Type: •Check: represents checks that remain posted to the account (net Return decisions and posted in error) •Pd Amt Discrepancy: represents corrections made for mis-encoded amounts Total Items: •Total items for this type of transaction •Total net amount for this type of transaction •DR represents a net debit amount •CR represents a net credit amount Total Items (All Transaction Types): •Total items for all Transaction Types •Total net amount for all Transaction Types 1 2 ARP Reports Guide_Feb 2016 6 2/15/2016 Resolution No. 08-13-20-3.17 Page 180 of 292 Full Recon – Check Summary Full Recon – Check Summary Report: This report provides totals per day of posted checks and replaces the Recap report From the enhancement date forward, all posted checks will be included in the report and will reflect the original posted amount Prior to this enhancement, checks were reported after corrections were made For checks that posted prior to the enhancement: •Checks that were returned or posted in error are not included in the totals •Checks with an amount adjustment are included with the adjusted amount •Details of these adjusted checks will be provided on a manual Adjustment Sheet For the statement cycle that contains only checks that posted following the enhancement: •The Total amount for the account will reconcile to the Checks total from your Bank Statement Report Definitions: For Post Date (MM/DD/YYYY): •The date that the total represents •Dates with no posted check activity will not display Total Items: •Total number of checks that posted on this date •Total amount of checks that posted on this date •DR represents a debit amount For Account: (not shown on the above sample) •Total number of checks that posted to the account for the statement cycle •Total amount of checks that posted to the account for the statement cycle ARP Reports Guide_Feb 2016 7 2/15/2016 Resolution No. 08-13-20-3.17 Page 181 of 292 Full Recon – Outstanding Balance (Summary Section) Full Recon – Outstanding Balance Report: This report provides the beginning Outstanding Checks total and the ending total (found at the top of page 2) for the statement cycle The summary section replaces the Outstanding Settlement report This report also provides a total of the items (in parenthesis) and dollar amount for each category The Outstanding Checks as of total will no longer include Issues that are matched to a Stop Payment •The Outstanding Balance will be lowered by the amount of Issues matched to a Stop •Clients that had this feature in place will be provided with the optional Stop report to assist in reconciling the Outstanding Checks total Paids for period does not include checks returned through Positive Pay or checks that posted to the account in error •Adjustments for these two categories will need to be added to Paids for period to the reconcile paid checks to the bank statement Duplicate Issues and Cancels (Voids) that match in both number and amount are now automatically cleared and will not be included in as Issues for period, Duplicate Issues for period, Cancels for the period, Duplicate Cancels for period. •Cancels and Voids are processed the same and will be reported in the categories for Cancel Clients that send a Cancel when a Stop is placed will see the Cancel listed in the Cancel Discrepancy section •The Stop will be in the Stop Discrepancy section if processed after the Cancel •Issued checks that are matched to Stop Payments will no longer become Outstanding again when the Stop expires ARP Reports Guide_Feb 2016 8 2/15/2016 Resolution No. 08-13-20-3.17 Page 182 of 292 Full Recon – Outstanding Balance (Detail Sections) Report Column Definitions: Serial: •The serial number for the item (with leading zeros) Post Date: •The date the item posted (MM/DD/YYYY) Effective Date: •For Issues and Cancels, the effective date of the item provided on your file or entered on CMOL (MM/DD/YYYY) Amount: •For a Paid check, the posted amount •For an Issue or Cancel, the amount provided in your file or entered on CMOL Exception Status: •The exception status (if any) for the item Issue Date: •For a Paid item, the date of the Issued Check Description 2: •The original serial number for a posted check •The number assigned to the batch of issues / cancels processed of issued items Bank Ref Number •The unique number assigned by BB&T to the transaction Full Recon – Outstanding Balance Report: This section of the report provides the details for the transactions reported on the Summary Section This information was previously provided on the Consolidated report Some transactions will be listed in more than 1 category to reflect the impact on the Outstanding balance In the section for Paids for the period, •A Paid check (DR) is listed for $1,000 •The Outstanding is lowered by $1,000 In the section for Paid Amount Discrepancies, •The $1,000 Paid check (DR) is listed again •An Issued check (CR) for this same serial number is listed with a different amount $905.13 •The net difference is a $94.87 (CR) and the Outstanding will be increased ARP Reports Guide_Feb 2016 9 2/15/2016 Resolution No. 08-13-20-3.17 Page 183 of 292 Full Recon – Paid Checks Full Recon – Paid Checks Report: This report provides details about checks that posted to your account and replaces the Paid Check report From the enhancement date forward, all posted checks will be included in the report and will reflect the original posted amount: •Description 3 and Pay_NoPay columns indicate checks that have had an adjustment made Prior to this enhancement, checks were reported after corrections were made For checks that posted prior to the enhancement: •The original Serial Number will not display in the Description 2 field •Checks that were returned or posted in error are not included in this report •Checks with a mis-encoded amount will display the adjusted amount as the Amount •Details of these corrections will be provided on a manual Adjustment Sheet For the statement cycle that contains only checks that posted following the enhancement: •The Total of Paid Checks will reconcile to the Checks total from your Bank Statement Report Column Definitions: Post Date: •The date the item posted to the account (MM/DD/YYYY) Issue Date: •The issue date provided in the issue check file •If no date is present, there was no issue on file Serial Number: •The serial number which reflects any corrections made for mis-encoded numbers (includes leading zeros) •The report is sorted in serial number order Amount: •The original posted amount Description 2: •The original serial number (includes leading zeros) Description 3: •Brief description of any monetary adjustments made through the correction process Pay_No Pay: •The decision selected for items processed through Positive Pay : o PAY, RTF = Return Fraud, RTO = Return Other o Default decision was used: Return(D), PAY (D) Payee Name: • The payee name if provided in the issue check file ARP Reports Guide_Feb 2016 10 2/15/2016 Resolution No. 08-13-20-3.17 Page 184 of 292 Full Recon – Outstanding Checks Full Recon – Outstanding Checks Report: This report provides details about Check issues that are Outstanding and replaces the Unpaid Check report Checks are sorted in serial number order The Outstanding Checks report will no longer include checks in a Stop Payment or Cancel (Void) status enabling you to easily identify just the outstanding checks: Stop Payments and Cancels that are received in the current statement cycle display on the Full Recon – Outstanding Balance report An optional Stop Payment report is available upon request The total from this report reconciles to the total for ‘Outstanding Checks as of’ on the Full Recon - Outstanding Balance report Report Column Definitions: Effective Date: •The effective date of the Issue provided on your file or entered on CMOL (MM/DD/YYYY) •This date will display as the Issue Date for a Posted Check Post Date: •The date the issue posted was processed (MM/DD/YYYY) •Issued checks received after the final reporting cycle date but in time to be included in your reporting cycle will reflect a Post Date of the final day of the reporting cycle Serial Number: •The serial number provided on your file or entered on CMOL (includes leading zeros) Amount: •The amount provided on your file or entered on CMOL Exception Status: •The status of Stale dated or Maximum dollar will display for clients that subscribe to these services Payee Name: • The name provided in the issue check file ARP Reports Guide_Feb 2016 11 2/15/2016 Resolution No. 08-13-20-3.17 Page 185 of 292 Full Recon – Other Debits Full Recon – Other Debits Report: This report provides details about non-check debit transactions that posted to your account and replaces the Misc Debits report Data is sorted in post date then ascending amount order For transactions that posted from the enhancement date forward, up to 3 descriptions about the transaction are provided For transactions that posted prior to the enhancement, the description information is not available The total for Other Debits reconciles to the Other withdrawals, debits and service charges from your Bank Statement Report Column Definitions: Post Date: •The date the item posted to the account (MM/DD/YYYY) Serial Number: •The serial number provided with the transaction or captured from the document (includes leading zeros) •All zeros will display if no number is available Amount: •The amount that posted to the account Bank Ref Number: •The unique number assigned by BB&T to the transaction Description 1: •The first field of information about the transaction •This description is typically the type of transaction Description 2: •The second field of information if available for the transaction Description 3: • The third field of information if available for the transaction ARP Reports Guide_Feb 2016 12 2/15/2016 Resolution No. 08-13-20-3.17 Page 186 of 292 Full Recon – All Credits Full Recon - All Credits Report: This report provides details about credit transactions that posted to your account and replaces the Misc Credits report Data is sorted in date then ascending amount order For transactions that posted from the enhancement date forward, up to 3 descriptions about the transaction are provided For transactions that posted prior to the enhancement, the description information is not available The total for All Credits reconciles to the Deposits, credits and interest total from your Bank Statement Report Column Definitions: Post Date: •The date the item posted to the account (MM/DD/YYYY) Serial Number: •The serial number provided with the transaction or captured from the document (includes leading zeros) •All zeros will display if no number is available Amount: •The amount that posted to the account Bank Ref Number: •The unique number assigned by BB&T to the transaction Description 1: •The first field of information about the transaction •This description is typically the type of transaction Description 2: •The second field of information if available for the transaction Description 3: •The third field of information if available for the transaction ARP Reports Guide_Feb 2016 13 2/15/2016 Resolution No. 08-13-20-3.17 Page 187 of 292 Full Recon – Account Adjustments Full Recon – Account Adjustments Report: This report provides details of adjustment transactions and replaces the manual Adjustment Sheet Transaction Type of No Pay Clearing Entry: •Represents checks with a Return Decision or Return Default Decision on CMOL •Reports checks that posted in error to the account Transaction Type of Pd Amt Discrepancy: •Represents checks with a mis-encoded amount •The discrepancy amount is the difference between the posted amount and the issued amount On the Full Recon – Paid Checks report: •Checks that were returned will display text such as : RTF , RTO or Return(D) in the Pay_No Pay column •Checks that posted in error will display the text such as Charged Wrong in the Description 2 column •Checks that posted for an incorrect amount will display text such as Pd for 50 sb 500 in the Description 2 In most cases, you will see a corresponding credit or debit for these adjustments post to your account the following day Report Column Definitions: Post Date: •The date the correction item was processed (MM/DD/YYYY) Effective Date: •The effective date of the item being corrected (MM/DD/YYYY) Transaction Type: •The type of correction processed Serial Number: •The serial number of the item being corrected (includes leading zeros) Amount: •The amount of the correction •For a Pd Amt Discrepancy, this is the net amount of the correction DR/CR: •DR are transactions that will debit the account •CR are transactions that will credit the account ARP Reports Guide_Feb 2016 14 2/15/2016 Resolution No. 08-13-20-3.17 Page 188 of 292 Full Recon – Stop Payments Full Recon – Stop Payments Report: This report provides details about Stop Payments that are on file and replaces the Stops report This report is now optional and is available upon request Stop Payments, received in the current statement cycle, display on the Full Recon – Outstanding Balance report For Stop Payments that match to an Issued check, the amount of the Issued check is removed from the Outstanding Balance For clients that had a setting to include Stopped Issued checks in the Outstanding Balance: •The Full Recon – Stop Payments report has been provided to you •The beginning Outstanding Balance which will display on your enhanced Full Recon – Outstanding Balance report will be lowered by the amount found in the Exception Status of Stop Report Column Definitions: Post Date: •The date the stop payment was processed (MM/DD/YYYY) Serial Number: •The serial number for the stop payment (includes leading zeros) Amount: •The amount entered for the stop payment Exception Status: •The designation of stops that do not match to an issue (Stop no Issue) and stops that match to an issue (Stop) •There is a sub-total for each category Description 3: •The stop expiration date Issue Date: •For checks that match an issue, the date of the check issue Payee Name: •For checks that match an issue, the payee name if provided with the check issue ARP Reports Guide_Feb 2016 15 2/15/2016 Resolution No. 08-13-20-3.17 Page 189 of 292 Partial Recon Reports – Paper Delivery Partial Reconciliation reports enable you to more efficiently reconcile checks posting to your account. Positive Pay / Payee Positive Pay clients gain additional benefit by having mis-encoded check serial numbers and amounts corrected. The following reports will be included in your Reconciliation package: Report order: •Partial Recon – Account Adjustments •Partial Recon – Adjustment Summary •Partial Recon – All Credits •Partial Recon – Checks Detail (Partial Recon with no Positive Pay) •Partial Recon – Check Issues (Partial Recon with Positive Pay) •Partial Recon – Checks Summary •Partial Recon – Other Debits •Partial Recon – Paid Checks (Partial Recon with Positive Pay) •Partial Recon – Stop Payments (optional) *Reports and features no longer available: •Consolidated (Available with Full Reconciliation Service) •Balance •Diagnostic Summary •Outstanding Summary (Available with Full Reconciliation Service) •Serial Break (sub-totaling by serial number range) ARP Reports Guide_Feb 2016 16 2/15/2016 Resolution No. 08-13-20-3.17 Page 190 of 292 Partial Recon Reports – CMOL Delivery Partial Reconciliation reports enable you to more efficiently reconcile checks posting to your account. Positive Pay / Payee Positive Pay clients gain additional benefit by having mis-encoded check serial numbers and amounts corrected. The following reports are provided or optional with the Partial Reconciliation service: Summary Reports: •Partial Recon – Adjustment Summary •Partial Recon – Checks Summary Detail Reports: •Partial Recon – Paid Checks (Partial Recon with Positive Pay) •Partial Recon – Checks Detail (Partial Recon with no Positive Pay) •Partial Recon – Check Issues (Partial Recon with Positive Pay) •Partial Recon – Other Debits •Partial Recon – All Credits •Partial Recon – Account Adjustments •Partial Recon – Stop Payments (optional) *Reports and features no longer available: •Consolidated (Available with Full Reconciliation Service) •Balance •Diagnostic Summary •Outstanding Summary (Available with Full Reconciliation Service) •Serial Break (sub-totaling by serial number range) ARP Reports Guide_Feb 2016 17 2/15/2016 Resolution No. 08-13-20-3.17 Page 191 of 292 Partial Recon – Adjustment Summary Partial Recon – Adjustment Summary Report: This report provides a summary of your posted checks after adjustments have been made and replaces the manual Settlement Sheet 1 - Transaction Type: Check: •represents checks that remain posted to your account •less any checks with a Positive Pay return decision •less any checks that posted in error •The Total Items for Check will reconcile to number of paid checks on the optional data file Transaction Type: Pd Amt Discrepancy: •represents the number of corrections for mis-encoded amounts and the net amount of the corrections 2 - Total Items (for all Transaction Types): •The amount represents the total adjusted amount of checks that posted to the account •The Total Items amount will reconcile to total amount of paid check on the optional data file Details of the adjusted transactions can be found on the Account Adjustments report Report Definitions: Transaction Type: •Check: represents checks that remain posted to the account (net Return decisions and posted in error) •Pd Amt Discrpeancy: represents corrections made for mis-encoded amounts Total Items: •Total items for this type of transaction •Total net amount for this type of transaction •DR represents a net debit amount •CR represents a net credit amount Total Items (All Transaction Types): •Total items for all Transaction Types •Total net amount for all Transaction Types 1 2 ARP Reports Guide_Feb 2016 18 2/15/2016 Resolution No. 08-13-20-3.17 Page 192 of 292 Partial Recon – Check Summary Partial Recon – Check Summary Report: This report provides totals per day of posted checks and replaces the Recap report From the enhancement date forward, all posted checks will be included in the report and will reflect the original posted amount Prior to this enhancement, checks were reported after corrections were made For checks that posted prior to the enhancement: •Checks that were returned or posted in error are not included in the totals •Checks with an amount adjustment are included with the adjusted amount •Details of these adjusted checks will be provided on a manual Adjustment Sheet For the statement cycle that contains only checks that posted following the enhancement: •The Total amount for the account will reconcile to the Checks total from your Bank Statement Report Definitions: For Post Date (MM/DD/YYYY): •The date that the total represents •Dates with no posted check activity will not display Total Items: •Total number of checks that posted on this date •Total amount of checks that posted on this date •DR represents a debit amount For Account: (not shown on the above sample) •Total number of checks that posted to the account for the statement cycle •Total amount of checks that posted to the account for the statement cycle ARP Reports Guide_Feb 2016 19 2/15/2016 Resolution No. 08-13-20-3.17 Page 193 of 292 Partial Recon – Paid Checks Partial Recon – Paid Checks Report: This report provides details about checks that posted to your account and replaces the Paid Check report From the enhancement date forward, all posted checks will be included in the report and will reflect the original posted amount •Description 3 and Pay_NoPay columns indicate checks that have had an adjustment made Prior to this enhancement, checks were reported after corrections were made For checks that posted prior to the enhancement: •The original Serial Number will not display in the Description 2 field •Checks that were returned or posted in error are not included in this report •Checks with a mis-encoded amount will display the adjusted amount as the Amount •Details of these corrections will be provided on a manual Adjustment Sheet For the statement cycle that contains only checks that posted following the enhancement: •The Total of Paid Checks will reconcile to the Checks total from your Bank Statement Report Column Definitions: Post Date: •The date the item posted to the account (MM/DD/YYYY) Issue Date: •The issue date provided in the issue check file •If no date is present, there was no issue on file Serial Number: •The serial number which reflects any corrections made for mis-encoded numbers (includes leading zeros) •The report is sorted in serial number order Amount: •The original posted amount Description 2: •The original serial number (includes leading zeros) Description 3: •Brief description of any monetary adjustments made through the correction process Pay_No Pay: •The decision selected for items processed through Positive Pay o PAY, RTF = Return Fraud, RTO = Return Other o Default decision was used: Return(D), PAY (D) Payee Name: • The payee name if provided in the issue check file ARP Reports Guide_Feb 2016 20 2/15/2016 Resolution No. 08-13-20-3.17 Page 194 of 292 Partial Recon – Checks Detail Partial Recon – Checks Detail Report: This report provides details about checks that posted to accounts This report is available to clients that do not subscribe to the Positive Pay or Payee Positive Pay services This report replaces the Paid Check report From the enhancement date forward, all posted checks will be included in the report For checks that posted prior to the enhancement: •The original Serial Number will not display in the Description 2 field •Checks that posted in error are not included in this report •Details of these corrections will be provided on a manual Adjustment Sheet For the statement cycle that contains only checks that posted following the enhancement: •The Total of Paid Checks will reconcile to the Checks total from your Bank Statement Report Column Definitions: Post Date: •The date the item posted to the account (MM/DD/YYYY) Serial Number: •The serial number including any corrections made for short or long numbers (includes leading zeros) •Data is sorted in serial number order Amount: •The amount that posted to the account Bank Ref Number •The unique number assigned by BB&T to the transaction Description 2: •The original serial number (includes leading zeros) Description 3: •Details for any adjustment corrections that were made ARP Reports Guide_Feb 2016 21 2/15/2016 Resolution No. 08-13-20-3.17 Page 195 of 292 Partial Recon – Check Issues Partial Recon – Check Issues Report: This report provides details and totals of Issued checks (CR) and Cancelled checks (DR) for the statement cycle The report is provided to accounts with Positive Pay or Payee Positive Pay service This data was previously summarized by day on the Recap report Please note: the terms Cancel and Voids are used interchangeably An exception status of: •Cancel no issue designates a cancel where there is no check issue on file •Cancel Discrepancy designates a cancel for a check issue that is already matched to a Stop •Maximum Amount or Stale Date will display if the settings are enabled for the account For transactions that were processed prior to the enhancement, the batch number is not available and will not display in the Description 2 field Report Column Definitions: Post Date: •The date the item was processed (MM/DD/YYYY) •Issued checks received after the final reporting cycle date but in time to be included in your reporting cycle will reflect a Post Date of the final day of the reporting cycle Effective Date: •The effective date of the item provided on your file or entered on CMOL (MM/DD/YYYY) Serial Number: •The serial number provided on your file or entered on CMOL (includes leading zeros) Amount: •The amount provided on your file or entered on CMOL (MM/DD/YYYY) Exception Status: •The status (if any) for the item Description 2: •The number assigned to the batch of issues / cancels processed Payee Name: •The name provided in the issue check file ARP Reports Guide_Feb 2016 22 2/15/2016 Resolution No. 08-13-20-3.17 Page 196 of 292 Partial Recon – Other Debits Partial Recon – Other Debits Report: This report provides details about non-check debit transactions that posted to your account and replaces the Misc Debits report Data is sorted in post date then ascending amount order For transactions that posted from the enhancement date forward, up to 3 descriptions about the transaction are provided For transactions that posted prior to the enhancement, the description information is not available The total for Other Debits reconciles to the Other withdrawals, debits and service charges from your Bank Statement Report Column Definitions: Post Date: •The date the item posted to the account (MM/DD/YYYY) Serial Number: •The serial number provided with the transaction or captured from the document (includes leading zeros) •All zeros will display if no number is available Amount: •The amount that posted to the account Bank Ref Number: •The unique number assigned by BB&T to the transaction Description 1: •The first field of information about the transaction •This description is typically the type of transaction Description 2: •The second field of information if available for the transaction Description 3: • The third field of information if available for the transaction ARP Reports Guide_Feb 2016 23 2/15/2016 Resolution No. 08-13-20-3.17 Page 197 of 292 Partial Recon – All Credits Partial Recon - All Credits Report: This report provides details about credit transactions that posted to your account and replaces the Misc Credits report Data is sorted in date then ascending amount order For transactions that posted from the enhancement date forward, up to 3 descriptions about the transaction are provided For transactions that posted prior to the enhancement, the description information is not available The total for All Credits reconciles to the Deposits, credits and interest total from your Bank Statement Report Column Definitions: Post Date: •The date the item posted to the account (MM/DD/YYYY) Serial Number: •The serial number provided with the transaction or captured from the document (includes leading zeros) •All zeros will display if no number is available Amount: •The amount that posted to the account Bank Ref Number: •The unique number assigned by BB&T to the transaction Description 1: •The first field of information about the transaction •This description is typically the type of transaction Description 2: •The second field of information if available for the transaction Description 3: •The third field of information if available for the transaction ARP Reports Guide_Feb 2016 24 2/15/2016 Resolution No. 08-13-20-3.17 Page 198 of 292 Partial Recon – Account Adjustments Partial Recon – Account Adjustments Report: This report provides details of adjustment transactions and replaces the manual Adjustment Sheet Transaction Type of No Pay Clearing Entry: •Represents checks with a Return Decision or Return Default Decision on CMOL •Reports checks that posted in error to the account Transaction Type of Pd Amt Discrepancy: •Represents checks with a mis-encoded amount •The discrepancy amount is the difference between the posted amount and the issued amount On the Partial Recon – Paid Checks report: •Checks that were returned will display text such as : RTF, RTO or Return(D) in the Pay_No Pay column •Checks that posted in error will display the text such as Charged Wrong in the Description 2 column •Checks that posted for an incorrect amount will display text such as Pd for 50 sb 500 in the Description 2 •Clients that do not subscribe to Positive Pay will only see corrections for posted in error In most cases, you will see a corresponding credit or debit for these adjustments post to your account the following day Report Column Definitions: Post Date: •The date the correction item was processed (MM/DD/YYYY) Effective Date: •The effective date of the item being corrected (MM/DD/YYYY) Transaction Type: •The type of correction processed Serial Number: •The serial number of the item being corrected (includes leading zeros) Amount: •The amount of the correction •For a Pd Amt Discrepancy, this is the net amount of the correction DR/CR: •DR are transactions that will debit the account •CR are transactions that will credit the account ARP Reports Guide_Feb 2016 25 2/15/2016 Resolution No. 08-13-20-3.17 Page 199 of 292 Partial Recon – Stop Payments Partial Recon – Stop Payments Report: This report provides details about Stop Payments that are on file and replaces the Stops report This report is optional and available upon request for clients that subscribe to Positive Pay or Payee Positive Pay service Report Column Definitions: Post Date: •The date the stop payment was processed (MM/DD/YYYY) Serial Number: •The serial number for the stop payment (includes leading zeros) Amount: •The amount entered for the stop payment Exception Status: •The designation of stops that do not match to an issue (Stop no Issue) and stops that match to an issue (Stop) •There is a sub-total for each category Description 3: •The stop expiration date Issue Date: •For checks that match an issue, the date of the check issue Payee Name: •For checks that match an issue, the payee name if provided with the check issue ARP Reports Guide_Feb 2016 26 2/15/2016 Resolution No. 08-13-20-3.17 Page 200 of 292 Deposit Recon Reports - CMOL Deposit Reconciliation reports enable you to more efficiently reconcile deposits activity for accounts with multiple locations depositing to one account. The following reports are provided with the Deposit Reconciliation service: Summary Reports: •Deposit Recon – Deposits and ACH Summary Detail Reports: •Deposit Recon – Deposits •Deposit Recon – ACH Credits •Deposit Recon – Other Credits •Deposit Recon – Other Debits ARP Reports Guide_Feb 2016 27 2/15/2016 Resolution No. 08-13-20-3.17 Page 201 of 292 Deposit Recon Reports – Paper Delivery Deposit Reconciliation reports enable you to more efficiently reconcile deposits activity for accounts with multiple locations depositing to one account. The following reports are provided with the Deposit Reconciliation service: Report Order: •Deposit Recon – ACH Credits •Deposit Recon – Deposits •Deposit Recon – Deposits and ACH Summary •Deposit Recon – Other Credits •Deposit Recon – Other Debits ARP Reports Guide_Feb 2016 28 2/15/2016 Resolution No. 08-13-20-3.17 Page 202 of 292 Deposit Recon – Deposits and ACH Summary Deposit Recon - Deposits and ACH Summary Report: This report provides totals per location for Deposits and ACH Credits that posted to your account This report replaces the optional Deposits Recapitulation report Data is sorted in serial number order Totals are provided for each serial number along with a grand total of all Deposits and ACH Credits for the statement cycle Deposits and ACH Summary transactions when combined with Other Credits, will reconcile to the Deposits, credits and interest total from your Bank Statement Report Definitions: For Serial Number: •The serial number for the location (includes leading zeros) •All zeros will display for transactions that were reported with a zero serial number Total Items: •The Total Items for each serial number provides the total number of items and amount For Account: (not shown on the above sample) •Total number of Deposits and ACH Credits that posted to the account for the statement cycle •Total amount of Deposits and ACH Credits that posted to the account for the statement cycle ARP Reports Guide_Feb 2016 29 2/15/2016 Resolution No. 08-13-20-3.17 Page 203 of 292 Deposit Recon – Deposits Deposit Recon - Deposits Report: This report provides details about Deposits that posted to your account and a total for each unique location (serial number) This report replaces the Deposits Detail report Data is sorted in serial number order, followed by date order then ascending amount For ACH Credit transactions that posted prior to the enhancement: ACH credits will be included on the Deposit Recon - Deposits report For transactions that posted from the enhancement date forward: ACH credits will be included on the Deposit Recon – ACH Credits report ACH Credits will not be included on the Deposit Recon – Deposits report Separate pages for each location and the option to include location headers will no longer be provided Deposits are included in the Deposits, credits and interest total from your Bank Statement Report Column Definitions: Post Date: •The date the item posted to the account (MM/DD/YYYY) Serial Number: •The serial number provided with the transaction or captured from the document (includes leading zeros) •All zeros will display if no number is available Amount: •The amount that posted to the account Bank Ref Number: •The unique number assigned by BB&T to the transaction Description 1: •The first field of information about the transaction available for transactions from the date of the enhancement forward ARP Reports Guide_Feb 2016 30 2/15/2016 Resolution No. 08-13-20-3.17 Page 204 of 292 Deposit Recon – ACH Credits Deposit Recon - ACH Credits Report: This report is new and provides details about ACH credit transactions that posted to your account Data is sorted in serial number order and then by Description 2 ACH transactions that posted from the enhancement date forward will display on this report ACH credit transactions that posted prior to the enhancement are included on the Deposit Recon - Deposits report To assist you in reconciling transactions that post with a zero serial number, sub-totals are provided: For Description 2 For Serial Number Where there is only a single Description 2 value within a unique Serial Number, the two totals will match ACH credits are included in the Deposits, credits and interest total from your Bank Statement Report Column Definitions: Post Date: •The date the item posted to the account (MM/DD/YYYY) Serial Number: •The serial number provided with the transaction (includes leading zeros) •All zeros will display if no number is available Amount: •The amount that posted to the account Bank Ref Number: •The unique number assigned by BB&T to the transaction Description 1: •The first field of information about the transaction •This description is typically the type of transaction Description 2: •The second field of information if available for the transaction Description 3: • The third field of information if available for the transaction ARP Reports Guide_Feb 2016 31 2/15/2016 Resolution No. 08-13-20-3.17 Page 205 of 292 Deposit Recon – Other Credits Deposit Recon - Other Credits Report: This report provides details about non-Deposit and non-ACH credit transactions that posted to your account and replaces the Misc Credits report Data is sorted in date then ascending amount order For transactions that posted from the enhancement date forward, up to 3 descriptions about the transaction are provided For transactions that posted prior to the enhancement, the description information is not available The total for Other Credits is included in the Deposits, credits and interest total on your Bank Statement Report Column Definitions: Post Date: •The date the item posted to the account (MM/DD/YYYY) Serial Number: •The serial number provided with the transaction or captured from the document (includes leading zeros) •All zeros will display if no number is available Amount: •The amount that posted to the account Bank Ref Number: •The unique number assigned by BB&T to the transaction Description 1: •The first field of information about the transaction •This description is typically the type of transaction Description 2: •The second field of information if available for the transaction Description 3: •The third field of information if available for the transaction ARP Reports Guide_Feb 2016 32 2/15/2016 Resolution No. 08-13-20-3.17 Page 206 of 292 Deposit Recon – Other Debits Deposit Recon – Other Debits Report: This report provides details about non-check debit transactions that posted to your account and replaces the Misc Debits report Data is sorted in post date then ascending amount order For transactions that posted from the enhancement date forward, up to 3 descriptions about the transaction are provided For transactions that posted prior to the enhancement, the description information is not available The total for Other Debits reconciles to the Other withdrawals, debits and service charges from your Bank Statement Please note: Posted Checks are reported through Full Reconciliation or Partial Reconciliation services Report Column Definitions: Post Date: •The date the item posted to the account (MM/DD/YYYY) Serial Number: •The serial number provided with the transaction or captured from the document (includes leading zeros) •All zeros will display if no number is available Amount: •The amount that posted to the account Bank Ref Number: •The unique number assigned by BB&T to the transaction Description 1: •The first field of information about the transaction •This description is typically the type of transaction Description 2: •The second field of information if available for the transaction Description 3: • The third field of information if available for the transaction ARP Reports Guide_Feb 2016 33 2/15/2016 Resolution No. 08-13-20-3.17 Page 207 of 292 Sample Collateral Report • \. June 1, 2016 Dear Valued Customer: Branch Banking and Trust Company Funds Management Mailcode: 151-90-01-30 4320 Kahn Drive, Bldg 1 P.O. Box 1489 Lumbeton, NC 28359 (910) 272-2245 Fax (910) 272-2238 As of May 31, 2016, the following securities were held by Branch Banking & Trust Company as collateral to secure the deposits of Maturity Current Market Safekeeping Description Rate Date Par Value Value Agent Rating FHLB 2.16 06/06/23 2.160 06/06/2023 4,280,000 4,353,693 FEDERAL RESERVE AAA FNMA REMIC 15-61 PA 2.000 05/25/2044 46,766,907 47,229,699 FEDERAL RESERVE 51,046,907 51,583,392 Should you have any questions, please contact us at the number listed below. Thank you for banking with BB&T. Sincerely, Gay Leggett Funds Management Operations Portfolio Operations Specialist II (910) 272-2245 FMPFPledging@bbandt.com Cusip 313383CX7 3136APK43 Resolution No. 08-13-20-3.17 Page 208 of 292 Depository Pledge Agreement DEPOSITORY PLEDGE AGREEMENT This Depository Pledge Agreement (“Agreement”) is entered into as of , 20 , by and between ("Depositor”), operating pursuant to the laws of the State of Texas, and Branch Banking and Trust Company (“Bank”), a North Carolina banking corporation. The Depositor has selected the Bank as a depository for certain of its funds in demand deposits, savings deposits and/or interest-bearing time deposits, and the Bank desires to be the depository of such funds. Pursuant to applicable laws and the Depositor Investment Policy, the Bank is required to secure the public funds deposited by the Depositor in the Bank to the extent that such funds are not insured by the Federal Insurance Deposit Corporation or its successors or assigns (“FDIC”) (such excess funds referred to hereafter as the “Collateralized Funds”) by pledging securities authorized by the Depositor (the “Approved Securities”) in an aggregate market value that at all times equals or exceeds [ ]% of the Collateralized Funds of the Depositor on deposit with the Bank plus any interest accrued thereon (the “Required Collateral Value”). The Bank has agreed to pledge the Approved Securities solely for the benefit of the Depositor’s Collateralized Funds, and has agreed to place the Approved Securities for safekeeping in a custodial account at the Federal Reserve Bank, an independent third-party institution not owned or controlled by the Bank or its holding company (the “Safekeeping Institution”). NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the Depositor and the Bank agree as follows: Section 1. AMOUNT OF COLLATERAL; PLEDGE OF SECURITY; GRANT OF SECURITY INTEREST. The Bank agrees that the Collateralized Funds of the Depositor on deposit with the Bank in the following forms (i) demand and savings deposits, and (ii) interest bearing time deposits (such as certificates of deposit) (each, a “Deposit”) shall be secured by the pledge of Approved Securities of the type described in Exhibit “A” attached to this Agreement and incorporated for all purposes (the “Deposit Collateral”) in an amount equal to the Required Collateral Value. The Bank agrees that the Deposit Collateral (collectively referred to at times as the “Pledged Collateral”) shall be pledged solely to, and held solely on account of, the Depositor. The Bank further understands and agrees that it will not cause or permit the sharing, splitting or co- tenancy of the Pledged Collateral without the express written authorization of the Depositor. The Bank hereby grants the Depositor a security interest in the Pledged Collateral. Resolution No. 08-13-20-3.17 Page 209 of 292 Section 2. SAFEKEEPING PROVISIONS. The Safekeeping Institution and the Bank have agreed to abide by Operating Circular 7 (“OC-7”) pursuant to which the Safekeeping Institution has agreed to hold the Pledged Collateral in safekeeping. Pursuant to OC-7, the Safekeeping Institution also has agreed to deliver the Pledged Collateral pursuant to the terms of the Agreement and serve as collateral agent for the Depositor to the extent necessary to allow the Depositor to perfect its security interest in the Pledged Collateral granted in this Agreement. The Safekeeping Institution has further agreed to provide safekeeping receipts to the Depositor, dated as of the date of the deposit of the Pledged Collateral, to the Depositor within (3) business days of such deposit. Section 3. INSTRUCTIONS REGARDING COLLATERAL. Until the Depositor has the right to sell the Pledged Collateral pursuant to Section 10 of this Agreement, the Safekeeping Institution may act only in accordance with the joint instructions of the Bank and the Depositor. The names and specimen signatures of individuals authorized to act on behalf of the Depositor are listed in Exhibit “B” to this Agreement and the names and specimen signatures of individuals authorized to act on behalf of the Bank are listed in Exhibit “C” to this Agreement. Either the Depositor or the Bank may add or remove names from their respective list of authorized individuals without the consent of the other party at any time by providing the Safekeeping Institution with a replacement Exhibit “B” or “C”. Section 4. SUBSTITUTIONS AND WITHDRAWALS OF COLLATERAL. The Bank and the Safekeeping Institution understand and agree that the Depositor has the right to change the type of Approved Securities authorized to secure the Depositor Collateralized Funds by providing the Bank and the Safekeeping Institution with a replacement Exhibit “A”. The Bank and the Safekeeping Institution agree to comply with the replacement Exhibit relating to the Approved Securities within the later of (a) thirty (30) days of receipt of such notice of substitution, or (b) the latest maturity date of the relevant Deposit(s). In addition, if the aggregate market value of the Pledged Collateral held by the Safekeeping Institution at any time exceeds the Required Collateral Value, Bank may withdraw any excess Pledged Collateral by providing the Safekeeping Institution with a withdrawal notice signed by an authorized individual of both the Bank and the Depositor. The Depositor agrees to sign the withdrawal notice if the value of the remaining Pledged Collateral equals or exceeds the Required Collateral Value. Additionally, the Bank may substitute Approved Securities for all or any portion of the Pledged Collateral held by the Safekeeping Institution at any time by providing the Safekeeping Institution with a substitution notice signed by an authorized individual of both the Bank and the Depositor. The Depositor Resolution No. 08-13-20-3.17 Page 210 of 292 agrees to promptly sign the substitution notice if the securities to be substituted are Approved Securities and the value of the Pledged Collateral following the substitution equals or exceeds the Required Collateral Value. If the Depositor fails to sign any notices as required hereunder within two business days of a written request from the Bank, the Bank shall be entitled to terminate this Agreement any time thereafter until such notice is signed. Section 5. BANK STATEMENTS AND REPORTS RELATING TO PLEDGED COLLATERAL. Contemporaneously with the execution of the Agreement, and at the time of the substitution or release of any of the Pledged Collateral, the Bank shall execute and deliver to the Depositor a statement describing the Approved Securities deposited to or withdrawn from the Pledged Collateral held pursuant to this Agreement. This statement must include the par value, security description, CUSIP number, market value as of the date of the statement and maturity date of the Pledged Collateral. The Bank also agrees to furnish to the Depositor a statement describing the Pledged Collateral held in safekeeping by the Safekeeping Institution on a monthly basis (the “Investment Report”). The Investment Report must include a description of the securities pledged, the CUSIP number of each, the par value, the market value, and the maturity date of the Pledged Collateral as of the date of the current Investment Report. Section 6. BANK’S FINANCIAL POSITION. The Bank will provide to the Depositor upon request a statement of the Bank’s financial position on a quarterly basis. The Bank also will provide to the Depositor upon request a copy of the Bank’s annual financial statement in the event the same is not otherwise available electronically. Section 7. REPRESENTATIONS OF THE BANK. The Bank represents to the Depositor that: (a) the Bank is the sole legal and actual owner of the securities utilized to collateralize Depositor deposits; (b) no other security interest has been, nor will be, granted in the securities utilized to collateralize Depositor deposits; (c) the relevant Deposit is covered for all uncollateralized Depositor deposits up to $250,000 under the FDIC, or such other amount as may be applicable from time to time; (d) this Agreement has been executed by a Senior Vice President of Resolution No. 08-13-20-3.17 Page 211 of 292 the Bank acting under due corporate authority; and (e) this Agreement is an official record of the Bank. Section 8. REPRESENTATIONS OF THE Depositor. The Depositor represents to the Bank that it will provide the Bank with an amended Exhibit “A” reflecting changes in the Approved Collateral within seven (7) business days of adoption of the same by the Depositor. The Depositor agrees that the Bank is not obligated to comply with any new requirements as to Approved Collateral until the amended exhibit(s) is/are received by the Bank and as provided in this Agreement. The Depositor also represents and warrants that it has full legal authority to enter into this Agreement and that the Agreement is a legal, valid and binding obligation of the Depositor, subject to applicable insolvency laws or general equitable principles. Section 9. BANK’S DUTIES AND OBLIGATIONS. The Bank agrees to perform all of the duties and obligations required of a depository for the Depositor under the laws of the applicable State for depositories of the Depositor in respect of this Agreement. At the expiration of the term of this Agreement, the Bank agrees to turn over to its successor all funds, property and things of value held by it as a depository. Section 10. BANK DEFAULT AND REMEDIES. If the Bank fails to perform its obligations set out in this Agreement after the expiration of any applicable grace or notice period, or if it is ruled “bankrupt”, “insolvent”, or “failed” by Federal Banking Regulators, then Bank will be considered in default under this Agreement. In the event of such default, failure or insolvency of the Bank, the Depositor shall be deemed to have vested full title to all of the Pledged Collateral pursuant to this Agreement. The Depositor may sell all or any part of the Pledged Collateral at public or private sale after providing the Bank at least three (3) business day’s prior written notice and an opportunity to cure the default. The proceeds of any such sale must be applied to satisfy any indebtedness owed by the Bank to the Depositor, and any excess proceeds over the value of the defaulted amount shall be returned to the Bank. This power of sale is in addition to other remedies the Depositor may have pursuant to this Agreement and applicable law and is without prejudice to the Depositor's rights to maintain any suit in any court for redress of injuries sustained by the Depositor under this Agreement for which the Depositor is not otherwise made whole. Resolution No. 08-13-20-3.17 Page 212 of 292 Section 11. NON-ASSIGN ABILITY. This Agreement is not assignable in whole or in part. Section 12. TERMINATION. After maturity of the relevant Deposit(s) and distribution to the Depositor all relevant proceeds, this Agreement may be terminated by either the Bank, the Depositor or the Safekeeping Institution by giving thirty (30) day’s prior written notice to the other parties. Section 13. APPLICABLE LAWS; OTHER AGREEMENTS. This Agreement will be governed by the laws of the state of the Depositor. All Bank accounts of the Depositor also will be subject to any additional agreements with the Bank, as may be attached to this Agreement, and will be incorporated for all purposes. Section 14. SAFEKEEPING FEES. Any and all fees associated with the safekeeping of securities for the benefit of the Depositor which the Safekeeping Institution shall charge shall be paid by the Bank. Section 15. MISCELLANEOUS. The headings in this Agreement are for convenience of reference only and should not be used in interpreting this Agreement. If any provision of this Agreement is determined to be illegal or unenforceable under applicable law, that provision should be deemed reformed so as to be enforceable to the extent permitted by applicable law, or, if such reformation is not possible, then this Agreement should be read as if such provision was never a part of it, and the remainder of the Agreement will be enforceable. This Agreement represents the final agreement of the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. Notices required to be given under this Agreement must be addressed as set forth below each party’s signature to this Agreement, and will be considered effective upon actual receipt by the addressee or upon refusal of delivery during the normal business hours of the addressee. Section 16. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which will be considered an original. Resolution No. 08-13-20-3.17 Page 213 of 292 WITNESS the execution hereof this day of , 20 . By:_ Name: Title: Address: ATTEST: By:_ Name: Title: (SEAL) BRANCH BANKING AND TRUST COMPANY By:_ Name: Title: Address: ATTEST: By:_ Name: Title: Resolution No. 08-13-20-3.17 Page 214 of 292 LIST OF EXHIBITS Exhibit “A” - Exhibit “B” - List of Demand/Savings Deposit Collateral Names and Specimen Signatures of Individuals Authorized to Act on Behalf of Depositor Exhibit “C” - Specimen Signatures of Authorized Bank Officials Resolution No. 08-13-20-3.17 Page 215 of 292 Exhibit “A” LIST OF DEMAND/SAVINGS DEPOSIT COLLATERAL 1. Obligations of the U.S. or its agencies and instrumentalities 2. Direct obligations of the State of Texas or its agencies and instrumentalities 3. Other obligations the principal and interest of which are unconditionally guaranteed or insured by or backed by the full faith and credit of the U.S. or their respective agencies and instrumentalities, including, for the avoidance of doubt, FNMA, FHLMC and GNMA mortgage backed security pools.. 4. Collateralized mortgage obligations issued by a federal or state agency or instrumentality. Resolution No. 08-13-20-3.17 Page 216 of 292 Exhibit “B” NAMES AND SIGNATURE OF INDIVIDUALS AUTHORIZED TO ACT ON BEHALF OF (PLEDGEE AGREEMENT) Authorized Signature Name and Title Depositor: By: _ Accepted: BRANCH BANKING AND TRUST COMPANY By: Resolution No. 08-13-20-3.17 Page 217 of 292 Exhibit “C” NAMES AND SPECIMEN SIGNATURES OF INDIVIDUALS AUTHORIZED TO ACT ON BEHALF of BB&T Branch Banking and Trust Company (Bank) has designated the following individuals authorization to instruct the Federal Reserve Bank (Safekeeping Institution) with regard to collateral pledges, releases and substitutions in the safekeeping account established for the Depositor. Such pledges, releases and substitutions shall follow procedures set forth in the Depository Pledge Agreement between the Depositor and the Bank. Branch Banking and Trust Company By: Authorized Signature Name and Title Resolution No. 08-13-20-3.17 Page 218 of 292 TMA Tax ID #: BB&T TREASURY MANAGEMENT AGREEMENT 1.Service Subject to the terms and conditions contained in this Agreement, the applicable Banking Agreement and any Attachment which describe specific Treasury Management ("Services") (whether attached hereto or relating to any Service requested subsequent to the date of this Agreement), each of which are incorporated herein by reference, Bank will furnish Customer with those Services that it may request. Customer agrees to pay for all said Services in accordance with this Agreement and the Bank's current fee schedule for such Services. Initiation by Customer of any Services constitutes acceptance of the terms and conditions of this Agreement, the applicable Banking Agreement and any applicable Attachment. 2.Customer's Duties. Customer shall: a)Perform and observe all conditions, covenants and restrictions as set forth in this Agreement and any Attachments, and if required by a particular Service, maintain, at a minimum, a Deposit Account at Bank subject to the applicable Banking Agreement. b)Pay any bill rendered by Bank within 30 days after the billing date and grant to the Bank a right of set-off in all of Customer's deposit accounts for any bills, costs or expenses owed to Bank under this Agreement or any Attachment. c)Warrant that Customer is fully authorized to effect transaction concerning any account, whether or not in Customer's name, that at Customer's request is the subject of, or is affected by, any Service. d)Carefully examine any statement, notification or confirmation of a transaction and notify the Bank within 30 days of the statement date of any errors, discrepancies or fraudulent transactions. Customer agrees that the Bank will not be liable for any erroneous, unauthorized or fraudulent transaction resulting from the Customer's failure to safeguard any security or access device used in connection with any Services or its failure to reasonably supervise its employees or agents entrusted with the security or access device. Customer agrees to conduct a detailed background check of all employees or agents having authority to implement any cash management transaction and to periodically check such others' work. The Customer further agrees that the Bank will not be liable for any erroneous, fraudulent or unauthorized transaction which was not otherwise caused by the Bank’s gross negligence or willful misconduct. e)Indemnify and hold Bank, its affiliates, subsidiaries, officers, directors and employees harmless against any claim, loss, damage, deficiency, penalty, cost or expense resulting from: (a) any breach or default by the Customer in the performance or observance of this or any other Agreement; (b) any negligence or willful misconduct of the Customer; (c) incorrect, incomplete, or inaccurate data or information furnished by Customer to Bank; (d) any action taken by Bank (i) at the direction of Customer or its agent, (ii) at any direction authenticated by any device, symbol, or code assigned to or chosen by Customer in connection with a Service (unless Bank has actual knowledge that such direction is unauthorized), or (iii) in accordance with the procedures set forth in any Attachment. THIS AGREEMENT, as dated below, is made by and between Branch Banking and Trust Company ("Bank") and (“Customer”) . Treasury Management AgreementResolution No. 08-13-20-3.17 Page 219 of 292 3.Bank's Duties. Bank shall: a)Instruct Customer and its personnel in the proper use and operation of the Service(s) furnished herewith. b)Exercise ordinary care in the performance of Bank's obligations under this Agreement and any Attachment, including the maintenance of the confidentiality of Customer's account and of any identification device, symbol, or code utilized by Customer in obtaining a Service. c)Not be responsible for any liability, loss or damage resulting from any delay in its performance of, or from any failure to perform, its responsibilities under this Agreement or any Attachment, or for any error in transmission which: (i) was not caused by the Bank’s gross negligence or willful misconduct; (ii) results from any malfunction, including date related processing, that may occur in Customer’s computer software or computer system; or (iii) from an act of God; a natural catastrophe or event, whether or not abetted or aggravated by human or unnatural agencies; the unavailability, interruption, or malfunction of communications facilities or utilities; acts of, delays, or failures to act by other banks or financial institutions, intermediaries or their personnel; and criminal acts by persons other than Bank personnel; or any other circumstances beyond the Bank’s control. d)Consistent with any security procedures agreed upon between Bank and Customer, confirm the identity of any person executing a transaction pursuant to this Agreement or any Attachment. The Bank, otherwise, may rely upon any written or verbal instruction by any person if the bank reasonably believes such authority is genuine and shall not be liable or responsible for any action taken or not taken in accordance thereof. e)Indemnify and hold Customer harmless against any loss, damage, deficiency, penalty, cost or expense claims brought against Customer to the extent that such claims arise out of the Bank's gross negligence or willful misconduct. Any liability of Bank to Customer shall be limited to direct losses suffered by Customer, not to exceed the sum of the fees and charges then imposed for Services purchased by Customer hereunder for a period of one year. EXCEPT AS PROVIDED IN THIS AGREEMENT, THE BANK MAKES NO REPRESENTATION OR WARRANTY, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT AND UNDER ANY CIRCUMSTANCES SHALL BANK BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, EVEN IF THE BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 4.Term. a)This Agreement shall remain in full force and effect on the same terms and conditions as expressed herein, or as may be amended, until such time as it is terminated by either party as provided herein. Subject to section 4(b) and 4(c), either party may terminate this Agreement or any Service by giving thirty (30) days prior written notice to the other party. The liabilities of the parties shall cease on the effective date of termination, except as to events that shall have previously occurred. b)All Services are provided subject to applicable laws and rules. In the event Bank reasonably determines it is no longer able to provide a Service due to a change in laws or rules, this Agreement or a specific Service may be terminated immediately upon written notice by Bank to Customer. c)In the event of Customer's failure to perform or observe any of the conditions, covenants, and restrictions herein set forth, or if in the good faith opinion of Bank the Customer is involved in illegal or unethical business practices or is financially unstable and/or the prospect of payment or performance has been impaired, then in addition to any other available remedies, Bank may terminate this Agreement or any Service immediately by giving written notice to Customer. 5.Miscellaneous. Bank may amend this Agreement and any Attachment, including any provision as to fees, by giving Customer prior written notice of the amendment, but this Agreement may not otherwise be amended or assigned except in writing signed by both parties. a)Any notice under this Agreement shall be deemed given: (i) to Bank when such notice is received at its Payment Solutions Division, Attn: Payments Client Support, 5130 Parkway Plaza Boulevard, 500-96-01- Resolution No. 08-13-20-3.17 Page 220 of 292 05, Charlotte, NC 28217-1964, or at such other location as Bank may hereafter provide to Customer in writing; (ii) to Customer when mailed, postage prepaid, or delivered to Customer's current address, as shown on Bank's records. b) All information, whether printed, written or oral, furnished by either party shall be held in confidence and used only for the purpose of furnishing or utilizing Services rendered herewith and in compliance with the applicable Banking Agreement. c) This Agreement, together with the applicable Banking Agreement and any applicable Attachments contain the entire understanding of the parties and supersedes any previous discussions, proposals, or agreement, whether oral or written. In the event of any conflict between a provision set forth in this Agreement and a provision contained in an Attachment, the latter provision shall prevail. This Agreement shall not supersede or govern any other banking or lending relationship between the parties. d) The invalidity of any provision of this Agreement, either in its entirety or in any particular circumstance, shall not impair the validity of the remaining provisions or the validity of such provision in any other circumstance. This Agreement shall be governed, as to both interpretation and performance by the laws of the State in which Bank's main office is located, without regard to its conflict of laws provisions. e) Either party has the option of requiring that all disputes that may arise between the Customer and Bank, or any affiliate of the Bank, related to this Agreement, any Attachment or Services, or any products or investments provided to Customer shall be decided by arbitration held in the city where the Bank’s main office is located. The parties are also advised that: (i) Arbitration is final and binding on the parties; (ii) The parties are waiving their rights to seek remedies in court, including the right to jury trial; (iii) Pre- arbitration discovery is generally more limited than and different from that in court proceedings; (iv) The arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or seek modification of rulings by the arbitrator is strictly limited; and (v) The panel of arbitrators may include arbitrators who were or are affiliated with the banking or securities industry. Any arbitration shall be conducted under the Rules of the American Arbitration Association (“AAA”), except that arbitration of disputes involving a Broker-Dealer affiliate of the Bank may be conducted under the Rules of the National Association of Securities Dealers (“NASD”) or an Exchange or self-regulatory organization of which the Broker is a member. In matters involving the Broker as a party, the Customer may elect in the first instance whether arbitration shall be by the AAA, NASD, an Exchange or other self-regulatory organization of which the Broker is a member, but if the Customer fails to make such election, by registered letter to the Broker at the Broker’s main office, before the expiration of ten days after receipt of a written request from the Broker to make such election, then the Broker may make such election. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers and to be effective as of the day and year first above written. Customer hereby acknowledges receipt of copies of this Agreement and any applicable Attachments and consents to the terms and conditions contained therein. Customer further acknowledges and consents to the pre-dispute arbitration clause contained in the paragraph 5(e) above. Notice Regarding BB&T Merger Branch Banking and Trust Company (“BB&T”) has merged with SunTrust Bank and formed Truist Bank, a North Carolina banking corporation (“Truist”). As used in this Notice, the term “agreement” means any banking service agreement that is attached to or provided to you along with this Notice, and all other agreements, forms, or other documents, whether now or hereafter existing, executed or otherwise accepted in connection with such banking service agreement (including all extensions, modifications, or amendments to such banking service agreement). This Notice shall be deemed to be a part of each such agreement. Notwithstanding anything in an agreement to the contrary, all references to the bank in the agreement will be deemed to refer to and mean Truist, and such agreement is hereby modified accordingly. Each agreement constitutes a valid and binding obligation of Truist even though the agreement references BB&T as a party in interest, and such agreement shall be read with Truist in place of BB&T. By executing or otherwise accepting the terms of the agreement(s) attached to or provided to you along with this Notice, you acknowledge receipt of this Notice and agree that all documents comprising the agreements are subject to the provisions of this Notice. Resolution No. 08-13-20-3.17 Page 221 of 292 CUSTOMER * Signed: By: Title: Date: * Individual signing as “Customer” above must be an authorized individual appearing on the BB&T Resolution and Agreement for Deposit Account. FORWARD COMPLETED DOCUMENT TO YOUR PAYMENT SOLUTIONS SALES REPRESENTATIVE: Name: Fax # / Email Addr: Resolution No. 08-13-20-3.17 Page 222 of 292 D5 (Rev.01/03/19) Page 1 of 11 ACH SERVICE ATTACHMENT THIS ATTACHMENT supplements the Treasury Management Agreement, the terms of which are hereby incorporated by reference THIS ACH SERVICE ATTACHMENT (this “Agreement”) governs all ACH services furnished by Branch Banking and Trust Co., a state banking association organized under the laws of North Carolina (the "Financial Institution") to (the "Customer"), and is furnished to and executed by Customer in connection with Customer’s Request for Service, the terms of which are hereby incorporated by reference. In consideration of the furnishing of ACH services by Financial Institution to Customer, Customer agrees to comply with and be bound by the terms hereof. Unless otherwise defined herein, capitalized terms shall have the meanings provided in the NACHA (National Automated Clearing House Association) Rules. The Customer is required to understand and comply with the NACHA Rules. Copies of the ACH Rules book may be obtained through NACHA.org or EastPay.org, a regional ACH payment association, of which BB&T is a member. The term "Entries" shall have the meaning provided in the Rules and shall also mean the data received from Customer hereunder from which Financial Institution prepares Entries. GENERAL PROVISIONS APPLICABLE TO ALL ENTRIES 1. Compliance with Attachment and Applicable Law. Customer agrees that Financial Institution is authorized to originate ACH Credit and/or Debit Entries on Customer’s behal f. Customer agrees to initiate credit and debit Entries pursuant to and in accordance with the terms of this Agreement, and to comply and be bound at all time with the laws of the states where Customer does business, the laws of the United States of America, including but not limited to promulgations of the Office of Foreign Asset Control (“OFAC”), and the rules of the National Automated Clearing House Association (the "Rules"). 2. Transmittal and Monitoring of Entries By Customer. Customer shall transmit Credit and/or Debit Entries to Financial Institution in the agreed upon medium and format and will use the highest level of security inherent in the system, including all password controls. In order to facilitate compliance with this Agreement and the Rules, Customer agrees to regularly monitor its return ratio for transmitted Entries. The total dollar amount of Entries transmitted by Customer to Financial Institution across multiple Settlement days shall not exceed the identified exposures as set forth within the Request for Service - ACH Risk Management Worksheet. The types of Entries transmitted by Customer to Financial Institution shall be limited to the types of Standard Entry Class (SEC) as indicated on the Request for Service. 3. Security Procedures. The Customer agrees that the authenticity of an Entry will be verified as being that of the Customer using one of the following applicable security procedures: (a) Electronic Entries Security Procedure. For any Entries initiated by the Customer by the use of a personal computer, terminal or a touch-tone telephone in connection with ACH Services provided by Financial Institution, Customer will be requested to adhere to the specific Security Guidelines as provided with each ACH product. Customer acknowledges that prior to sending any Electronic Entries using any such Service, Customer is required to complete and deliver to Financial Institution a Request for Service form. If applicable, Financial Institution will provide the Customer with a satellite copy of software and documentation (the “Software” and “Material”) to be used by the Customer to generate ACH Entries. Customer agrees that the Software and Material is the property of and considered confidential and proprietary to the interests of Financial Institution, that Financial Institution is entitled to all legal and equitable remedies to protect its interests, and that Customer shall make no claims of any interest or ownership in the Material or Software. Customer agrees that the Software and Material will be maintained as confidential for the sole benefit of Financial Institution, and Customer will not allow the Material or Software to be disclosed, reproduced, copied or otherwise described or used in any way and agrees to warrant such upon the return of the Software and Material to Financial Institution. (b) Proper Equipment / Maintenance. Customer shall obtain and maintain in good working order, at Customer’s expense, the appropriate communication software and equipment for establishing connection to the ACH Service. Such software and equipment shall conform to the standards established by the Financial Institution and published in the Material. Financial Institution shall not be liable for the failure to perform any services due to improper equipment or failure of equipment, such as telephone lines, modems, communication software, or personal computers maintained by or on behalf of the Customer. Resolution No. 08-13-20-3.17 Page 223 of 292 D5 (Rev.01/03/19) Page 2 of 11 (c) Direct Send / Main Frame Transmission. Financial Institution shall provide Customer with instructions for accessing the ACH Service and initiating Entries, and with any necessary security user identification. Customer agrees to use the security procedure when delivering Entries or Reversal/Deletion requests to Financial Institution. The purpose of the security procedure is to verify authenticity of Entries and Reversal/Deletion Requests delivered to Financial Institution in Customer’s name and not to detect errors in the transmission or content of Entries. The NACHA Rules govern if they conflict with Financial Institution’s User Instructions or Documentation. Financial Institution may, at its option, verify transmission by contacting designated authorized Customer representatives, and Financial Institution may elect not to act on a transmission for Customer’s protection, if Financial Institution is unable to obtain proper verification satisfactory to Financial Institution. (d) Employee Security / Authorized Representatives. Customer has identified and designated select employees as operators of the ACH Service (“Authorized Representatives”), and has authorized Financial Institution to provide such Authorized Representatives with access to the instructions and Codes for the purpose of originating ACH credits and/or debits to designated accounts. Customer shall be solely responsible for the security of the instructions and Codes and for limiting access thereto, to Authorized Representatives. Customer takes all risks of accidental disclosure or inadvertent use of passwords by any users whatsoever, whether such disclosure or use is caused by Customer negligence or otherwise. Customer will be responsible for all communications received by Financial Institution which are identified by a proper transmission password, whether or not such requests were properly authorized or made by Customer, its agents, representatives, employees or officers, so long as such communications are identified by a correct transmission password. Financial Institution’s records and logging system shall be conclusive for transfers and shall be, absent manifest error, binding upon Customer. 4. Processing, Transmittal and Settlement By Financial Institution. (a) Except as provided in Sections 5 and 6, Financial Institution shall (i) process properly formatted Entries received from Customer which conform with the file specifications set forth in the Rules, (ii) transmit such Entries as an Originating Depository Financial Institution to an ACH Operator chosen by Financial Institution (the "ACH Operator"), and (iii) settle for such Entries as provided in the Rules. (b) The Customer shall deliver the Entry and origination of each transaction to the Financial Institution’s Automated Clearing House (ACH) Services Section at the location specified by Financial Institution, not later than the applicable processing deadlines specified by Financial Institution in its ACH User Documentation. The “Settlement Date” with respect to an Entry shall be the day when such Entry is posted to the account of the Financial Institution by the Federal Reserve Bank in accordance with the Rules. Entries will be deemed received by the Financial Institution when the complete file is received by the Financial Institution. (c) If any of the requirements of clause (b) of Section 4 are not met, Financial Institution shall use reasonable efforts to transmit such Entries to the ACH Operator by the next deposit deadline on which the ACH Operator is open for business. 5. On-Us Entries. Except as provided in Section 6, in the case of an Entry received for credit to an account maintained with Financial Institution (an "On-us Entry"), Financial Institution shall credit the Receiver's account in the amount of such Entry on the Effective Entry Date contained in such Entry, provided that the Entry is received timely in accordance with section 4(b). If the Entry is not received timely, Financial Institution shall use reasonable efforts to credit the Receiver's account on the next business day following such Effective Entry Date contained in such Entry. 6. Rejection and Return of Entries. Financial Institution may reject any Entry which does not comply with the requirements of Section 2 or 3. Financial Institution shall have the right to reject an On-us Entry for any reason for which an Entry may be returned under the Rules. Financial Institution shall have the right to reject any Entry if Customer has failed to comply with its account balance obligations under Sections 8 and 9 herein. Financial Institution shall promptly notify the Customer of such rejection or of the receipt of a returned Entry from the ACH Operator, and may furnish such notice electronically, orally by telephone, facsimile transmission, first class mail or private delivery service. Financial Institution shall have no liability to Customer by reason of the rejection of any such Entry. If Entries are returned or rejected, Customer shall remake such Entries. The Financial Institution shall remake such Entries if rejection or return is due to mishandling by Financial Institution and sufficient data is available to Financial Institution to permit it to remake such Entries. 7. Cancellations or Amendment By Customer. Customer shall have no right to demand the cancellation or amendment of any Entry after its receipt by Financial Institution. However, Financial Institution shall use reasonable efforts to act on a Resolution No. 08-13-20-3.17 Page 224 of 292 D5 (Rev.01/03/19) Page 3 of 11 request by Customer for cancellation or amendment of an Entry prior to transmitting it to the ACH Operator, or in the case of an On-us Entry, prior to crediting a Receiver's account. 8. Payment/Settlement. Customer shall pay Financial Institution the amount of each Entry transmitted by Financial Institution pursuant to this Agreement on the Settlement Date. If ACH Prefunding Service is used, Customer agrees to pay Financial Institution in available funds the amount of each Entry at the time the Entries are transmitted to Financial Institution. Customer's failure to maintain available funds sufficient to cover Entries may result in additional fees and the Entries may be delayed until Account is funded. 9. The Account. Financial Institution may, without prior notice or demand, obtain payment of any amount due and payable to it under the Agreement by debiting the primary ACH account(s) identified by Customer held at Financial Institution (the "Account"), and shall credit the Account for any amount received by Financial Institution by reason of the return of an Entry transmitted by Financial Institution for which Financial Institution has previously received payment from Customer. Financial Institution shall make such credit as of the day of such receipt. Customer shall at all times maintain a balance o f immediately available funds in the Account to cover Customer's obligations under this Agreement. In the event there are not sufficient available funds in the Account to cover Customer's obligations under this Agreement, Customer agrees that Financial Institution may debit any account maintained by Customer with Financial Institution or any affiliate of Financial Institution or that Financial Institution may set off against any amount it owes to Customer, in order to obtain payment of Customer's obligations under the Agreement. 10. Account Reconciliation. Entries transmitted by Financial Institution or credited to a Receiver's account maintained with Financial Institution will be reflected on Customer's periodic statement. Customer agrees to notify Financial Institution promptly of any discrepancy between Customer's records and the information shown on any such periodic statement in accordance with the provisions of Financial Institution’s Commercial Bank Services Agreement (“CBSA”), the terms of which are hereby incorporated by reference. 11. Customer Representations And Agreements; Indemnity. Customer agrees that (a) each person shown as the Receiver on an Entry received by Financial Institution from Customer has authorized the initiation of such Entry and the Crediting and or Debiting of its account in the amount and on the designated effective date., (b) such authorization is operative at the time of transmittal or crediting/debiting by Financial Institution as provided herein, (c) Entries transmitted to Financial Institution by Customer are limited to those types of Credit/Debit Entries set forth in Section 2, (d) Customer shall perform its obligations under this Agreement in accordance with all applicable laws and regulations, and (e) Customer shall be bound by and comply with the Rules as in effect from time to time, including without limitation the provision thereof making payment of an Entry by the Receiving Depository Financial Institution to the Receiver provisional until receipt by the Receiving Depository Financial Institution of final settlement for such Entry; and specifically acknowledges that if such settlement is not received, the Receiving Depository Financial Institution shall be entitled to a refund from the Receiver of the amount credited and Customer shall not be deemed to have been paid the Receiver, and (f) IAT transactions in accordance with Section 32., 33., and 34., accurate and proper format and classification, originator’s name and receiver’ name. Customer shall indemnify Financial Institution against any loss, liabili ty, fines or expense (including attorneys' fees and expenses) resulting from any breach of any of the foregoing agreements. 12. Liability; Limitations On Liability; Indemnity. (a) Financial Institution shall be responsible only for performing the services expressly provided for in this Agreement, and shall be liable only for its gross negligence in performing those services. Financial Institution shall not be responsible for Customer's acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or due authorization of any Entry received from Customer) or those of any other person, including without limitation any Federal Reserve Financial Institution or transmission or communications facility, any Receiver or Receiving Depository Financial Institution (including without limitation the return of an Entry by such Receiver or Receiving Depository Financial Institutions, and no such person shall be deemed Financial Institution's agent. Customer agrees to indemnify Financial Institution against any loss, liability or expense (including attorneys' fees and expenses) resulting from any claim of any person that Financial Institution is responsible for, any act of omission of Customer or any other person described in this Section 12(a). (b) In no event shall Financial Institution be liable for any consequential, special punitive or indirect loss or damage which Customer may incur or suffer in connection with Agreement, including losses or damage from subsequent wrongful dishonor resulting from Financial Institution's acts or omissions pursuant to this Agreement. Resolution No. 08-13-20-3.17 Page 225 of 292 D5 (Rev.01/03/19) Page 4 of 11 (c) Financial Institution shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission, or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond Financial Institution's control. In addition, Financial Institution shall be excused from failing to transmit or delay in transmitting an Entry if such transmittal would result in Financial Institution's violating any provision of any risk control program of the Financial Institution (including but not limited to Customer's ACH Exposure limit), or any rule or regulation of the Federal Reserve or any other U.S. governmental regulatory authority. (d) Financial Institution's liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Financial Institution for the period involved. At Financial Institution's option, payment of such interest may be made by crediting the Account resulting from any claim of any person that Financial Institution is responsible for any act or omission of Customer or any other person described in Section 12(a). (e) Customer agrees to bear all liability for fines imposed on Financial Institution by any entity or association, including NACHA’s National System of Fines, which are assessed due to failure of Customer to comply with the terms of this Agreement, the Rules, or any statutory or regulatory enactment. Customer agrees that Financial Institution may collect such fines from Customer in accordance with the terms of Section 16. 13. Compliance With Security Procedure. (a) If an Entry (or a request for cancellation or amendment/reversal of an Entry) received by Financial Institution purports to have been transmitted or authorized by Customer, it will be deemed effective as Customer's Entry and Customer shall be obligated to pay Financial Institution the amount of such Entry even though the Entry was not authorized by Customer, provided Financial Institution acted in compliance with the security procedures. (b) If an Entry received by Finanical Institution was transmitted or authorized by Customer, Customer shall be obligated to pay the amount of the Entry as provided herein, whether or not Financial Institution complied with the security procedure referenced to in Section 3 and whether or not that Entry was erroneous in any respect or that error would have been detected if Financial Institution had complied with such procedure. 14. Inconsistency Of Name and Account Number. Customer acknowledges and agrees that, if an Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted to the Receiving Depository Financial Institution might be made by the Receiving Depository Financial Institution (or by Financial Institution in the case of an On-us Entry) on the basis of the account number even if it identifies a person different from the named Receiver, and that Customer's obligation to pay the amount of the Entry to the Financial Institution is not excused in such circumstances. 15. Notification of Changes. Financial Institution shall promptly notify Customer of all notifications of changes received by Financial Institution related to Entries transmitted by Customer, and may furnish such notification electronically, orally by telephone, facsimile transmission, first class mail or private delivery service. Customer is required by the Rules to correct any Entry information required by the received notification of change prior to the initiation/origination of the next such Entry. 16. Payment for Services. Customer shall pay Financial Institution the charges for the services provided for herein in accordance with Financial Institution’s Treasury Pricing Schedule or as otherwise agreed to by Customer. Such charges do not include, and Customer shall be responsible for payment of, any sales, use, excise, value added, utility OR other similar taxes relating to the services provided for herein, and any fees or charges provided for in any agreement between Financial Institution and Customer with respect to any other account, product or service furnished to Customer by Financial Institution. 17. Amendments. From time to time Financial Institution may amend any of the terms and conditions contained in this Agreement, including without limitation, any cut-off time, any business day, and any fees or charges for service. Such amendments shall become effective upon receipt of notice by Customer or such later date as may be stated in Financial Institution’s notice to Customer. 18. Notices, Instructions, Etc. (a) Except as otherwise expressly provided herein, Financial Institution shall not be required to act upon any notice or instruction received from Customer or any other person, or to provide any notice or advice to Customer or any other person with respect to any matter. Resolution No. 08-13-20-3.17 Page 226 of 292 D5 (Rev.01/03/19) Page 5 of 11 (b) Financial Institution shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an Authorized Representative, and any such communication shall be deemed to have been signed by such person. Customer may add or delete any Authorized Representative by written notice to Financial Institution signed by at least one Authorized Representative other than that being added or deleted. Such notice shall be effective after Financial Institution has a reasonable opportunity to act thereon. (c) Except as otherwise expressly provided herein, any notice to Financial Institution shall be delivered, or sent to: BB&T Treasury Management Client Support P.O. Box 1016 Charlotte, NC 28201-1016 with copy by facsimile transmission to BB&T Treasury Management Client Support at fax # 888-586-0539 and, if to Customer, any notice shall be delivered to Customer's address on file with Financial Institution. Except as otherwise expressly provided herein, any such notice shall be deemed given when received. 19. Data Retention. Customer shall retain data on file adequate to permit remaking of Entries for three days following the date of their transmittal Settlement Date to Financial Institution as provided here, and shall provide such Data to Financia l Institution upon its request. Customer shall retain the original or a copy of each ACH transaction authorization for two years after the Settlement Date, to include any other actions , such as termination or revocation of authorization. Financia l Institution shall have the right to review any authorization at any time, and Customer shall provide such authorization to Financial Institution within 3 business days of Financial Institution’s request. 20. Termination. (a) Either party may terminate this Agreement on 30 days advance written notice to the other party. (b) Financial Institution may immediately terminate this Agreement without advance notice if it reasonably believes that (1) Customer has failed to comply with any provision of this ACH Service Agreement, the Rules, or any statutory or regulatory enactment, (2) Customer’s financial condition has substantially deteriorated, or (3) continuation of this Agreement will expose Financial Instition to undue risk of loss. (c) Any termination of this Agreement shall not affect any of the parties’ obligations arising with respect to Entries settled prior to such termnation. 21. Miscellaneous. All electronic media, Entries, security procedures and related records used by Financial Institution for transactions contemplated by this Agreement shall be and remain Financial Institution's property. Financial Institution may, at its sole discretion, make available such information upon Customer's request. Any expenses incurred by Financial Institution in making such information available to Customer shall be paid by Customer. In the event of any damages for which Financial Institution or Customer may be liable to each other or to a third party pursuant to the services provided under this Agreement, Financial Institution and Customer will undertake reasonable efforts to cooperate with each other, as permitted by applicable law, in performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to defend or elects to pursue against a third party. This Agreement, together with the Commercial Bank Services Agreement (CBSA), Treasury Management Agreement and the Request for Service, is the complete and exclusive statement of the agreement between Financial Institution and Customer with respect to the subject matter hereof and supersedes any prior agreement(s) between Financial Institution and Customer with respect to such subject matter. In the event of any inconsistency between the terms of this Agreement and the CBSA, the terms of this Agreement shall govern. In the event performance of the services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future statute, regulation or government policy to which Financial Institution is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation or policy, and Financial Institution shall incur no liability to Customer as a result of such violation or Resolution No. 08-13-20-3.17 Page 227 of 292 D5 (Rev.01/03/19) Page 6 of 11 amendment. No course of dealing between Financial Institution and Customer will constitute a modification of this Agreement, the Rules, or the security procedures or constitute an agreement between the Financial Institution and Customer regardless of whatever practices and procedures Financial Institution and Customer may use. Customer may not assign this Agreement or any of the rights or duties hereunder to any person without Financial Institution's prior written consent. In the event that any provision of this Agreement shall be determined to be invalid, illegal or unenforceable to any extent, the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law. 22. Right to Audit. Within thirty (30) days after receipt of written request, the Customer will make its internal practices, books, and records, available to Financial Institution to determine compliance with this Agreement and the NACHA Rules. The Financial Institution shall maintain such records for a period of not less than six (6) years from creation. Audits conducted under this Section will not violate any existing non-disclosure or confidentiality agreements, will not unreasonably interfere with the Customer’s normal business operations, will not exceed one request per year, will be conducted only pursuant to a mutually agreed upon non-disclosure agreement between the parties, and will be made on at least thirty (30) calendar days prior written notice. 23. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of North Carolina. ADDITIONAL PROVISIONS APPLICABLE TO ORIGINATION OF WEB ENTRIES 24. Customer agrees to employ a commercially reasonable fraudulent transaction detection system. 25. Customer acknowledges that Financial Institution will: (1) with respect to any Entry transmitted to Financial Institution, utilize a commercially reasonable method to establish the identity of the Customer, (2) establish procedures to monitor the credit- worthiness of Customer on an on-going basis, (3) establish an exposure limit for Customer, (4) implement procedures to review that exposure limit periodically, and (5) implement procedures to monitor Entries initiated by Customer relative to its exposure limit across multiple settlement dates. Customer agrees to cooperate with Financial Institution in its performance of the foregoing activities. 26. Customer agrees to use commercially reasonable procedures to verify that routing numbers are valid. 27. Customer agrees to establish a secure Internet session with each Receiver utilizing a commercially reasonable security technology providing a level of security that, at a minimum, is equivalent to 128-bit encryption technology prior to the Receiver's key entry of any banking information, including, but not limited to, the Receiver's financial institution routing number, account number, and or other identification symbol. 28. Customer agrees to conduct an annual audit, provided to Financial Institution upon request, to ensure that the financial information it obtains from Receivers is protected by security practices and procedures that include, at a minimum, adequate levels of (1) physical security to protect against theft, tampering, or damage, (2) personnel and access controls to protect against unauthorized access and use, and (3) network security to ensure secure capture, storage, and distribution. 29. Customer agrees to obtain the consumer's authorization prior to initiating a debit Entry under this ACH Services Agreement. The authorization must conform to the requirements of the NACHA Operating Rules, which require that the authorization be (1) in a writing that is signed or similarly authenticated by the Receiver, (2) be readily identifiable as an ACH debit authorization, (3) clearly and conspicuously state its terms, and (4) must (for recurring payments only) provide the Receiver with a method to revoke their authorization by notifying Customer. ADDITIONAL PROVISIONS APPLICABLE TO ORIGINATION OF TEL ENTRIES 30. Customer agrees to (1) employ commercially reasonable procedures to verify the identity of any Receiver, and (2) utilize commercially reasonable procedures to verify that routing numbers are valid. 31. Customer agrees to provide specific information to Receivers during the telephone call as required by the Rules, and to tape record or provide written confirmation of the consumer's authorization. Resolution No. 08-13-20-3.17 Page 228 of 292 D5 (Rev.01/03/19) Page 7 of 11 32. Customer agrees to provide proof of authorizations, to include recorded messages, upon request by Financial Institution and on a periodic basis determined by Financial Institution. ADDITIONAL PROVISIONS APPLICABLE TO ORIGINATION OF IAT ENTRIES 33. IAT Entry: A credit or debit Entry that is part of a payment transaction involving a financial agency's office located outside the territorial jurisdiction of the United States. In addition, an IAT Entry is required to include information required by the Travel Rule of the Bank Secrecy Act (BSA): Originator's name; Receiver's name: physical address; and transaction purpose. Meeting these stipulations provides all parties to the transaction the necessary information to comply with U.S. laws, including regulations imposed by OFAC. 34. Customer must properly classify IAT Entries. Customer must at all times maintain a through knowledge of all ACH Receiver relationships to avoid the possibility of inadvertently initiating an ACH Entry that should have been classified as an IAT Entry. Improper classification may result in violations of the Rules, OFAC regulations or sanctions, or other Requirements of Law, for example, - A U.S. dollar domestic ACH transaction that is part of a payment chain that ultimately ends in a Receiver’s account, which is located outside the territorial jurisdiction of the United States is subject to the IAT rule. - ABC Company makes a pension or payroll direct deposit payment to a retiree or current employee who resides outside the territorial jurisdiction of the United States. The retiree/employee holds an account with a foreign bank in a host country that, in turn, receives ACH transactions with a U.S. routing/ABA number through its foreign bank office or correspondent bank located in the U.S. 35. Third Party Processors acting on behalf of Originators are required to properly classify IAT Entries and comply with IAT Rules and U.S. Law. 36. Customer IAT Origination Authorization and Requirements: (a) IAT Origination is prohibited without obtaining Financial Institution’s prior approval. (b) If Financial Institution approves Customer for IAT Origination; Customer is responsible to originate IATs as defined in the Rules and in accordance with the Financial Institution's IAT Origination Product Guide. 37. Customer warrants and indemnifies the Financial Institution (ODFI) the following: (a) IAT Entry contains accurate and complete information as required by Rules and U.S. Law. (b) IAT Entry contains accurate and complete Receiver’s banking information to allow the RDFI to properly post and provide information about the Entry. (c) Indemnify Financial Institution (ODFI) and Gateway Operators from losses associated with Customer’s breach of specific warranties for an IAT Entry. (d) Compliance with foreign payment system rules. IAT Entry complies with the laws and payment system rules of the receiving country. (e) Customer has obtained authorization from Receiver. The form and content of the foreign receiver's authorization, including whether such authorization may be oral, electronic or written shall be governed by the laws and payment system rules of the receiving country. 38. IAT transactions may be subject to currency risks as they are likely to involve different currencies, be it that of the parties or another currency. Customer shall support any loss caused by a fluctuation of the exchange rate occurring until the complete performance of the contract. ADDITIONAL PROVISIONS APPLICABLE TO TRANSMISSION OF ACH ENTRIES BY COMPANY ACTING AS A THIRD PARTY SENDER OR THIRD PARTY SERVICE PROVIDER FOR THIRD PARTY ORIGINATORS. 39. Customer serving as a Third-Party Sender or Third Party Service Provider will not transmit entries on behalf of Originators until (1) Customer has obtained Financial Institution’s approval of such Originators, which approval is subject to Financial Institution’s policies and procedures, and either (2) such Originator and Financial Institution have entered into a contractual agreement under which the Originator agrees to be bound by the NACHA Operating Rules, or (2) any such Originator has entered into an appropriate agreement with Customer under which such Originator is bound by the NACHA Resolution No. 08-13-20-3.17 Page 229 of 292 D5 (Rev.01/03/19) Page 8 of 11 Operating Rules as in effect from time to time and acknowledges that entries may not be initiated that violate the laws of the United States. 40. At the time of each transmission of Entries to Financial Institution, Customer warrants that any agreement between as such Originator and Customer has not been terminated, and that the Customer has no knowledge of the revocation of the Receiver’s authorization or the termination of the relationship between the Receiver and the Receiver’s Financial Institution (RDFI). 41. Financial Institution will require Risk Exposure Limits for Customer acting as Third-Party Sender or Third-Party Service Provider and will monitor entries transmitted to Financial Institution relative to their Exposure Limits, across multiple settlement dates. 42. Customer agrees to employ commercially reasonable procedures to ensure physical security and confidentiality of ACH file data, and that ACH files are handled accurately and on time. 43. Financial Institution will require Risk Exposure Limits for Customer acting as Third-Party Sender or Third-Party Service Provider and will monitor entries transmitted to Financial Institution relative to their Exposure Limits, across multiple settlement dates. 44. Customer agrees to employ commercially reasonable procedures to ensure physical security and confidentiality of ACH file data, and that ACH files are handled accurately and on time. ADDITIONAL PROVISIONS APPLICABLE TO: ORIGINATION OF BACK OFFICE CONVERSION ENTRIES (BOC) and ORIGINATION OF ACCOUNTS RECEIVABLE CONVERSION ENTRIES (ARC) CUSTOMER OBLIGATIONS; 45. MICR Capture Requirement. Customer agrees to use a reading device to capture the Receiver's routing number, account number, and check serial number from the MICR line of the Receiver's source document. Customer agrees the amount of the Entry is in accordance with the source document. 46. Re-Presentment. Customer agrees the source document to which the Entry relates will not be presented or returned such that any person will be required to make payment based on the source document unless the BOC or ARC Entry is returned by the RDFI. This warranty runs to any other party that may be liable on the source document. (a) Customer agrees to provide Financial Institution instructions in accordance to its procedures to electronically re- present a check or Entry returned for insufficient funds or uncollected funds. (b) Customer agrees not to reinitiate a returned Entry more than two times following the return of the original Entry, and not to reinitiate an Entry unless it is within 180 days of the settlement date of the original Entry. 47. Retention/Copy of Source Document. Customer agrees to employ commercially reasonable methods to securely store (1) all source documents until destruction, and (2) all banking information relating to entries. Customer also agrees to establish policies and procedures to destroy the source document as soon as is reasonable to protect against the risk of fraud or erroneous Entry of the check into the check processing system. Until such time that the source document is destroyed by the Customer, it must be securely stored using commercially reasonable methods. A commercially reasonable system, technology, practice, or procedure is one that corresponds to commonly accepted commercial practices among commonly situated Customers conducting similar types of transactions. When choosing a commercially reasonable method for secure data storage, Customer should consider following guidance provided by the Federal Trade Commission for complying with the Safeguards Rule, which implements security measures within the Gramm-Leach-Bliley Act. 48. Collection Fees. Customer agrees no fees may be added to the amount of the source document when it is transmitted as a BOC or ARC electronic Entry. If Customer elects to assess a collection fee for a returned check or electronic Entry returned for insufficient funds or uncollected funds, Customer agrees; (a) To provide Financial Institution instructions in accordance to its procedures to electronically charge or draft the Receiver's account a separate processing fee up to the maximum fee permissible under state law for a returned check or electronic Entry returned for insufficient funds or uncollected funds. Resolution No. 08-13-20-3.17 Page 230 of 292 D5 (Rev.01/03/19) Page 9 of 11 (b) To obtain the Receiver's authorization for such Entry in the manner specified by the ACH Rules. (c) To provide notice for BOC Entry to Receiver at either the point of purchase or a manned bill payment location the Customer's intent to charge Receiver, in addition to any fees the Receiver's bank may charge, an additional processing fee up to the maximum fee permissible under state law for an Entry returned for insufficient funds or uncollected funds. (d) To provide notice for ARC Entry to Receiver in a clear and conspicuous manner on or within its billing statement to the Receiver of its intent to charge Receiver, in addition to any fees the Receiver's bank may charge, an additional processing fee up to the maximum fee permissible under state law for an Entry returned for insufficient funds or uncollected funds. (e) The minimum notice language will include the following, or substantially similar, language: (f) For you convenience, "if your check or electronic funds transfer is returned for insufficient funds or uncollected funds, you authorize us to use information from your check to electronically debit your account a processing fee of $ [CUSTOMER TO INSERT THEIR STATE'S MAXIMUM FEE AMOUNT]." ADDITIONAL PROVISIONS APPLICABLE TO: ORIGINATION OF BACK OFFICE CONVERSION ENTRIES (BOC) 49. Source Documents. Customer agrees to use a check as a source document for the initiation of a BOC Entry only if it has been provided to the Customer at either the point of purchase or a manned bill payment location. To be used as a source document for this type of transaction, the check or sharedraft must (1) contain a pre-printed serial number, (2) not contain an Auxiliary On-Us Field in the MICR line, (3) be in an amount of $25,000 or less, and (4) be completed and signed by the Receiver. 50. The following may not be used as source documents for entries: checks or sharedrafts that contain an Auxiliary On-Us Field in the MICR line; checks or sharedrafts in an amount greater than $25,000; third-party checks or sharedrafts; demand drafts and third-party drafts that do not contain the signature of the Receiver; checks provided by a credit card issuer fo r purposes of accessing a credit account or checks drawn on home equity lines of credit; checks drawn on an investment company as defined in the Investment Company Act of 1940; obligations of a financial institution (e.g., travelers checks, cashier's checks, official checks, money orders, etc.); checks drawn on the U.S. Treasury, a Federal Reserve Bank, or a Federal Home Loan Bank; checks drawn on a state or local government that are not payable through or at a Participating DFI; or checks or sharedrafts payable in a medium other than United States currency. 51. Verification of Receiver's Identity. Customer agrees prior to originating a BOC Entry, to use a commercially reasonable procedure to verify the Receiver's identity. Examples of commercially reasonable means of verifying the Receiver's identity include, but are not limited to, the examination of a photo identification (e.g., driver's license, passport, other photo ID), use of a retailer preferred card, check verification services, etc. 52. Retailer Telephone Number. Customer agrees to maintain a working telephone number that is answered during the Originator's normal business hours for Receiver inquiries regarding BOC transactions. The person answering this telephone number must be capable of supporting and responding to questions about specific BOC entries to a Receiver's account and not limited to the provision of general information about the back office conversion application. This telephone number must also be displayed on the required notice for BOC entries. 53. Posted Notice Requirements. Customer agrees that prior to the receipt of each source document used as the basis for the origination of a BOC Entry, the Customer must post a notice in a prominent an conspicuous location at the point of purchase or manned bill payment location that includes the following, or substantially similar language: i. "When you provide a check as payment, you authorize us to use information from your check to make a one-time electronic fund transfer from your account or to process the payment as a check transaction. When we use information from your check to make an electronic fund transfer, funds may be withdrawn from your account as soon as the same day you make your payment, and you will not receive your check back from your financial institution. For inquires, please call insert <Customer's phone number>". 54. Notice Copy Requirements. Customer agrees to provide a copy of the notice to the Receiver at the time of the transaction. The notice copy is required to include the following, or substantially similar language: Resolution No. 08-13-20-3.17 Page 231 of 292 D5 (Rev.01/03/19) Page 10 of 11 i."When you provide a check as payment, you authorize us to use information from your check to make a one-time electronic fund transfer from your account or to process the payment as a check transaction. For inquires, please call insert <Customer's phone number>". 55.OPT Out Requirement. Customer agrees to allow Receivers to opt out of BOC check conversion and to establish reasonable procedures under which a Receiver may notify the Customer, at the point of purchase, that a particular check does not authorize an ACH debit Entry to the Receiver's account. ADDITIONAL PROVISIONS APPLICABLE TO: ORIGINATION OF ACCOUNTS RECEIVABLE CONVERSION ENTRIES (ARC) 56.Source Documents. Customer agrees to use a check as a source document for the initiation of an ARC Entry only if it has been sent through the U.S. mail or delivered to a dropbox. To be used as a source document for this type of transaction, the check or sharedraft must (1) contain a pre-printed serial number, (2) not contain an Auxiliary On-Us Field in the MICR line, (3) be in an amount of $25,000 or less, and (4) be completed and signed by the Receiver. 57.The following may not be used as source documents for entries: checks or sharedrafts that contain an Auxiliary On-Us Field in the MICR line; checks or sharedrafts in an amount greater than $25,000; third-party checks or sharedrafts; demand drafts and third-party drafts that do not contain the signature of the Receiver; checks provided by a credit card issuer for purposes of accessing a credit account or checks drawn on home equity lines of credit; checks drawn on an investment company as defined in the Investment Company Act of 1940; obligations of a financial institution (e.g., travelers checks, cashier's checks, official checks, money orders, etc.); checks drawn on the U.S. Treasury, a Federal Reserve Bank, or a Federal Home Loan Bank; checks drawn on a state or local government that are not payable through or at a Participating DFI; or checks or sharedrafts payable in a medium other than United States currency. 58.Authorization/Notification Requirements. Customer agrees to provide notice in a clear and conspicuous manner to the Receiver, prior to the receipt of each source document that will be used as the basis for the origination of an ARC Entry, that receipt of the Receiver's check will be deemed to be the Receiver's authorization for an ACH debit Entry to the Receiver's account, in accordance with the terms of the source document. The check will be used solely as a source document for capturing the Receiver's routing number, account number, check serial number, and dollar amount of the Entry. The provision of the notice by the Customer to the Receiver and the receipt of the source document together constitute authorization of the ARC Entry. 59.Customer agrees the notice language will include the following, or substantially similar, language: i."When you provide a check as payment, you authorize us to use information from your check to make a one-time electronic fund transfer from your account or to process the payment as a check transaction. When we use information from your check to make an electronic fund transfer, funds may be withdrawn from your account as soon as the same day you make your payment, and you will not receive your check back from your financial institution." 60.OPT Out Requirements. Customer agrees to allow Receivers to opt out of ARC check conversion, and will establish reasonable procedures under which Receivers may notify Customer that their checks are not to be converted. Resolution No. 08-13-20-3.17 Page 232 of 292 D10 (Rev. 04/01/2019) Page 1 of 21 BB&T CashManager OnLine® ATTACHMENT This Attachment is made a part of the Treasury Management Agreement, which terms are incorporated herein by reference. BB&T CashManager OnLine is an internet-based information reporting and transaction initiation system providing real-time access to Customer accounts. Through a single Internet access point, Customer can access account information, place stop payments, initiate wire transfers and ACH payments, transfer funds between accounts, provide Positive Pay and Reverse Positive Pay decision instructions, and chose to receive notifications for Customer’s accounts or services. 1. Instructions 1.1 Bank shall provide Customer and its authorized employees with instructions for accessing and using CashManager OnLine. Customer agrees to comply with such instructions, all of which are incorporated herein by reference. The safety and security of these instructions is the responsibility of Customer. Bank will provide Customer with reasonable advance notice of any change in its instructions. 1.2 Customer shall be solely responsible for establishing and maintaining proper computer, internet and browser requirements necessary to connect and use CashManager OnLine. All computer, internet and browser requirements must conform to the standards as established from time to time by Bank. Bank shall not be responsible for any failure, interruption or delay in the performance of CashManager OnLine due to the failure of Customer to conform to the Bank’s established requirements. If applica ble, Customer shall be responsible for acquiring and maintaining any communication software and equipment for transactions through a private dial-up connection. 1.3 Services that are available through CashManager OnLine will require Customer enrollment. Customer’s account will be automatically billed for those enrolled services according to the current fee schedule. 1.4 Customer may elect to receive the Bank’s Data Exchange Service in connection with CashManager OnLine. The Data Exchange Service consists of centralized receipt and reporting of Customer’s account information from participating financial institutions and other third party vendors (“Inbound Data Exchange”) and the transmission of the Customer’s account and transaction information to third party f inancial institutions and vendors (“Outbound Data Exchange”). Customer may select Inbound Data Exchange, Outbound Data Exchange or both. Customer must provide Bank with at least thirty days prior notice of the addition or deletion of Inbound or Outbound Data Exchange Services. By electing and participating in the Outbound Exchange Service, Customer consents to the transmission of its account and transaction information to the necessary third parties or any other source of such information or data. Bank assumes no liability for the ability or willingness of other financial institutions to participate in the Service, or for the correctness, accuracy, completeness, integrity or timeliness of any information or data whether (a) received by Bank from Customer, a third party financial institution or other source of information or (b) transmitted, reported, communicated or broadcast by any such party. 1.5 Customer acknowledges that all accounts that are linked through CashManager OnLine are business accounts and not accounts established primarily for personal family or household purposes. Accordingly, the provisions of the Electronic Funds Transfer Act, Regulation E do not apply to any transfers made to or from such accounts in accordance with this Agreement. 1.6 Customer may elect to have accounts of another Customer/organization reported to Customer through CashManager OnLine. Customer agrees that, for each such account, the Customer/organization will provide Bank with its written authorization, in a form acceptable to Bank, for Bank to make that customer/organization’s account information available to Customer. However, Customer does not need to provide Bank with such written authorization if (1) the other customer/organization’s account is domiciled in the United States of America and (2) Customer represents and warrants that such other customer/organization is a U.S. Subsidiary and that it has authorized Bank to make its account information available to Customer. Resolution No. 08-13-20-3.17 Page 233 of 292 D10 (Rev. 04/01/2019) Page 2 of 21 2 Security Procedures 2.1 During enrollment of CashManager OnLine, Customer may designate person(s) who will have access to CashManager OnLine (“Company Administrators and Company Operators”). Once enrollment is complete, Bank will mail the Customer Administrator a Customer ID and an Operator ID and initial Password and Security Tokens for each designated Company Operator. Upon initial log-on to CashManager OnLine each Administrator and Operator will be required to change his or her initial Password to a new personal Password pursuant to the instructions provided. Once Company Operators are enrolled and services are granted by the Company Administrator, each Company Operator will have authority to perform all actions and transactions available through CashManager OnLine that has been provided to them unless Bank permits limitations of that authority and Customer identifies, in accordance with Bank’s procedures, the appropriate limitations applicable to that designated Company Operator. Each Company Operator may individually perform any actions or transactions on Customer’s accounts regardless of whether he/she is otherwise an authorized signer on any such accounts. Should Customer request Bank to revoke or change a Company Administrator, Customer must notify Bank of such revocation or change in writing and in accordance with Bank procedures. Bank will have a reasonable period of time to act on such revocation or change before it becomes effective. Customer must designate, in accordance with Bank procedure, one or more representatives who are permitted to designate a Company Operator or revoke the authority of any existing Company Operator. Customer may use a Primary Company Administrator designation to control each Customer Operator’s specific authorizations, assignment s and entitlements to perform any actions or transaction on Customer’s accounts. If Customer elects this option, Customer authorizes Bank to act upon this election and the authorization shall remain in effect until written notice is received and processed by the Bank. 2.2 Customer agrees that Bank may send confidential mailings, including Customer ID, Passwords, and Security Token information to the current address in Bank’s records whether or not that address includes a designation for delivery to the attention of any particular individual. Customer further agrees that Bank will not be liable in any way in the event that properly addressed information is intercepted by an unauthorized person either in transit or at Customers’ place of business. 2.3 Customer agrees to keep its Customer ID, Passwords, and Security Tokens secure and strictly confidential, providing such only to authorize Company Operators and to instruct each Company Operator that he or she is not to disclose such information to any unauthorized person. Customer must notify Bank immediately if it is known or believed that the Customer ID, any Passwords, or Security Tokens has become known or gotten in the hands of any unauthorized person. Bank reserves the right to suspend or cancel the Customer ID, any Passwords, or Security Tokens without notice to Customer if Bank suspects any unauthorized or fraudulent use. Customer further agrees to be solely liable for any transaction conducted through BB&T CashManager OnLine initiated through use of a valid Customer ID and Password whether or not such transaction was authorized or conducted by a designated Company Operator. The Bank shall have no liability to Customer for any unauthorized or fraudulent transaction made using a valid Customer ID, Password, and Security Token and Customer shall indemnify and hold Bank harmless from and against any loss suffered or liability incurred by or arising from, any transaction initiated through the use of a valid Customer ID, Password, and Security Token. 2.4 Customer is solely responsible for ensuring Company Administrator is granted proper ongoing authority to review, select and commit the Customer to any activity by the Company Administrator. Company Administrators have several activities that are the sole responsibility of the Company Administrator, including but not limited to initially accepting commercially reasonable security measures and any future changes to those commercially reasonable security measures. Commercially reasonable security measures appropriate for Customer’s activity offered by the Bank are contained in the Standard Security Protocol for BB&T CashManager OnLine, hereby incorporated by reference, or Customer’s rejecting that set of commercially reasonable measures and choosing the Customer’s alternative set of security measures. The on boarding process establishes the Company Administrator and the Company Administrator accepts or rejects the commercially reasonable security measures offered by the Bank for the Customer’s anticipated use of CashManager OnLine. Resolution No. 08-13-20-3.17 Page 234 of 292 D10 (Rev. 04/01/2019) Page 3 of 21 3 Account Information 3.1 Customer can select from a variety of Reporting formats during the enrollment process that may include different combinations of account balances and activity information. Reports are available on a current-day or previous-day basis. Information on accounts will be maintained for up to 186 calendar days. Balances in accounts may represent conditional balances subject to adjustment. 4 Account Transfers 4.1 Customer may initiate transfers between any of its business accounts at Bank. Bank will rely upon any transfer instruction transmitted through a valid Operator ID, Password, and Security Token as properly authorized instructions to execute such transfers, subject to any applicable restrictions on the number of transfers governing such account(s). Bank will execute any transfer request on the business date received provided such requests are received by Bank prior to 9:00 p.m. (7:00 p.m. Commercial Loan Transfers) Eastern Time. By initiating any transfer, Customer assumes full responsibility for verifying the availability of collected funds at the time of the request. 4.2 The Bank is under no obligation to honor either partially or entirely, any transfer request that exceeds the available funds in Customer’s account. If Bank in its sole discretion creates an overdraft to complete a transfer, Customer agrees to repay the Bank upon demand, together with any applicable interest or fees and if necessary, the costs of collection. 4.3 Customer may elect to have funds transferred to or from accounts of another customer/organization using the Account Transfer service within CashManager OnLine. Customer agrees that, for each such account, the customer/organization will provide Bank with its written authorization, in a form acceptable to Bank, for Bank to make that customer/organization’s account information available to Customer. However, Customers does not need to provide Bank with such written authorization if (1) the other customer/organization’s account(s) are domiciled in the United States of America and (2) Customer represents and warrants that such other customer/organization is a U.S. Subsidiary and that it has authorized Bank to make its account information available to Customer. 5 Stop Payments 5.1 Customer may initiate stop payment requests or cancellations of a stop payment order in the form and manner specified in CashManager OnLine. Customer must provide the account number, check serial number, exact check amount, and stop payment reason in order for the stop payment instructions to be effective. A stop payment instruction (or instruction to cancel) must be received no later than 9:00 p.m. Eastern Time. Unless Bank agrees otherwise, stop payment orders are effective for the duration that Customer has selected and unless the order is properly renewed before it expires, Bank may pay the item if it is subsequently presented for payment. 5.2 All stop payment orders are subject to verification that the check in question was not paid prior to Bank’s receipt and processing of the instruction. All stop payment cancellations are subject to verification that a stop payment instruction existed prior to Bank’s receipt and processing of such cancellation request. Bank shall not be responsible for any checks paid by Bank before it had time to affect Customer’s stop payment order, or for any checks stopped by Bank before it has time to effect Customer’s cancellation instruction. 5.3 Bank shall not be liable for paying a check on which a stop payment has been placed if the check was improperly encoded by another financial institution, contained no serial number, or was unidentifiable by Bank. In the event Bank pays any check upon which Customer has placed a valid stop payment order, Bank will be liable to Customer only for any actual loss resulting from such payment. In no event shall Bank be liable to Customer if such payment causes other items drawn on Customer’s account to be returned for insufficient funds. Bank’s maximum liability for paying over a stop payment order shall be limited to the amount of the check subject to such order. In the event of any such liability, Customer shall assign any claim or right that Customer has against the payee of the check with respect to the transaction out of which the check arose. Resolution No. 08-13-20-3.17 Page 235 of 292 D10 (Rev. 04/01/2019) Page 4 of 21 6 Positive Pay 6.1 Bank’s Positive Pay service is designed to help Customer detect unauthorized, counterfeit, altered or otherwise fraudulent checks on Customer designated account(s), by comparing issued check (and any voided check) information provided to Bank by Customer, against the checks that posted to the account, the Service is provided through CashManager OnLine. 6.2 Issue File Processing Each business day, Customer imports or transmits to Bank “issue files” containing information, including check number, dollar amount and optional payee name, about each check Customer has issued (or voided, if any) since Customer’s previous transmission. Bank recommends that Customer provides this information to Bank at least 2 business hours before distributing the checks to the Customer’s payees. Bank processes issue files that are received between 8:00 a.m. and 3:45 p.m. Eastern Time on the same business day. Files received outside of those hours or on any day that is not a business day will be processed after 8:00 a.m. on the next business day. Bank will rely on the accuracy of all information received from Customer issue files and void files, and Bank will have no responsibility to verify any such information or to detect any errors. 6.3 Exception Items Posted checks that match the data provided by Customer by check number and amount will remain paid. Any checks that do not match are considered suspect or exception items. If a check that Bank has identified as suspect is presented to Bank for cashing over the teller line, Bank will not pay it and will refer presenter back to the Customer. If a check that matches in check number and amount is presented to Bank for cashing over the teller line and the payee name, if provided by the client, does not match the name viewed on the check by the teller, Bank may not pay it and will refer presenter back to the Customer. Customer agrees that Bank may make the decision at the Bank branch whether to pay or not pay any such items. Bank first manually examines all suspect items for encoding errors, misreads of check numbers and the like, and Bank may correct any such errors. The remaining suspect items from the previous business day, if any, are reported to the Customer in an exception report via CashManager OnLine, by 10:00 a.m. Eastern Time each business day. Customer may also view images to assist in making pay or return decisions of exception items through CashManager OnLine. If an electronic image of any given item is not available, upon request Bank will attempt to provide Customer a copy through alternate means. However, Customer acknowledges that if Bank is unable to provide either an electronic image or other copy, it will not extend the deadline, which Customer must notify Bank of Customer’s pay or return decisions. On the same Business Day that Customer receives the exception report, Customer must notify Bank through CashManager OnLine no later than 4:00 p.m. Eastern Time concerning which checks Customer wants Bank to pay and which checks Customer wants Bank to return, by selecting the appropriate decision reason. If Customer fails to notify Bank by 4:00 p.m. Bank will handle all of that day’s exception items according to the default procedure Customer has previously selected, which may be either “pay all” or “return all.” Customer authorizes Bank to pay or return checks pursuant to Customer instructions or the default procedure Customer has chosen. Bank will have no liability to Customer or any other person, under a theory of wrongful dishonor or any other theory, for returning any item according to Customer instructions or the default procedure. If any check must be reissued to the payee or bearer, it is Customer’s sole responsibility to do so. Also, Bank will have no liability to Customer or any other person for paying any fraudulent or other exception item if: (i) it is listed on the exception report; and (ii) Customer has not chosen “return all” as the default procedure; and (iii) Customer fails to give Bank instructions to return it by the required deadline. 6.4 Other Procedures Customer acknowledges that Bank’s normal check processing procedures will continue to apply to the extent not superseded by Customer’s use of Positive Pay. Among other things, this means that a given check may be returned unpaid for any reason permitted under applicable law or Customer’s CBSA, even when Customer’s Positive Pay instructions or the default procedure would not otherwise require it to be returned. Resolution No. 08-13-20-3.17 Page 236 of 292 D10 (Rev. 04/01/2019) Page 5 of 21 6.5 Postdated Checks If Customer places a future date on any check (a “postdated” check), Customer agrees that Bank may disregard the date and pay the check before that date if it is otherwise properly payable, even if Customer has given Bank notice of the postdating. Bank does not consider postdating to be one of the suspect or exception criteria under the Positive Pay service. Therefore, any postdated checks that match Customer’s issue list by item number and amount will not appear on Customer’s exception reports and will be paid unless returnable for some other reason. 6.6 Prohibited Purposes Customer agrees to use the service only for its intended purpose, which is to detect and enable Customer to return fraudulent items, and not to use it as a substitute for stop payment orders or to avoid stop payment fees on checks that Customer does not suspect in good faith to be fraudulent. If Bank believes that Customer may be using the Service for such a prohibited purpose, Bank may require Customer to submit evidence that checks Bank has returned in the past or that Bank is being asked to return on the current business day, whether pursuant to Customer instructions or the “return all” default procedure, were or are actually fraudulent (or at least reasonably suspected to be so). Bank may also close Customer’s account and/or terminate Customer’s use of the service or all services if Customer engages in such prohibited activity. 6.7 Payee Positive Pay To the extent applicable, the provisions above relating to Positive Pay will also apply to Payee Positive Pay. 7 Reverse Positive Pay 7.1 With this service, Customers do not send Bank check issue/void files in advance to the Bank. Rather, each business day Bank either makes available to Customer through CashManager OnLine, or transmits to Customer via some other agreed upon means, information about the previous business day’s posted check activity. Customer then compares the posted check information against Customer’s check register, and Customer must notify Bank by 4:00 p.m. Eastern Time (unless some other deadline has been communicated to Customer) of any items Customer wishes to return or that need to be corrected due to encoding or other errors. If Bank does not receive any notice from Customer by the deadline, the default procedure with Reverse Positive Pay is to pay all items that are properly payable under our normal processing procedures. 7.2 Reverse Positive Pay does not protect the Customer against losses associated with checks presented for cashing at our financial centers when cashed in accordance with the Bank’s standard check cashing procedures. Customer shall be responsible for paying such items in accordance with the CBSA and Bank shall not be liable to Customer for such items returned through the Reverse Positive Pay service. 7.3 To the extent applicable, the provisions above relating to Positive Pay will also apply to Reverse Positive Pay. 8 Images of Paid Checks, Deposits & Deposited Items, and Returned Deposited Items 8.1 Through CashManager OnLine, Customer may view digital images of cancelled (paid) checks, deposit slips and accompanying items, and returned deposited checks. Online images may be viewed only for such periods of time as Bank may establish and older images may be sent via secure email to the Customer. 8.2 As is common industry practice with various check “truncation” or “safekeeping” services, Bank destroys the original checks but retains the images for at least the number of years required by law. If an image of a check is missing or is illegible, Bank will attempt to provide Customer with a legible copy upon Customer’s request, if Customer gives Bank adequate information to identify the specific item. However, Bank will have no liability to Customer if Bank is unable to provide a copy within Customer’s requested timeframe, or at all, due to any reason other than our gross negligence, willful misconduct or criminal conduct. Bank reserve the right to charge a fee for such requests in some circumstances, such as when the image is missing or illegible due to circumstances beyond our control. Resolution No. 08-13-20-3.17 Page 237 of 292 D10 (Rev. 04/01/2019) Page 6 of 21 9 Wire Transfer 9.1 All payment orders shall be governed by the Uniform Commercial Code Article 4A. Bank will use its best efforts to execute each payment order it receives in the name of Customer as sender, on the business day received, provided (i) the payment order is received by Bank in the required medium and prior to any established cut-off times, and (ii) payment order does not violate any provision of any present or future bank regulatory statute, rule, circulars, regulation or risk control program. (iii) the payment order requests a debit to an account of Customer designated for that purpose (“Authorized Account”), and (iv) Customer has sufficient funds on deposit in the Authorized Account and available for withdrawal. Payment orders received after the daily deadline, on weekends, or on holidays of Bank shall be treated as if they were received on the Bank’s next banking day. 9.2 Customer will not be able to cancel or amend a payment order after it has been transmitted to Bank. If Customer attempts to cancel or amend a payment order, Bank will endeavor to comply with said request, but will not be liable for failure or inability to effect such cancellation or amendment, and Customer shall remain obligated to Bank for the full amount of the payment order in the event that such cancellation or amendment is not effected. 9.3 Bank shall only be deemed to have accepted a payment order upon its execution. Bank is permitted to reject any payment order but will notify Customer of such rejection. In the event the Bank fails to give notice of rejection, Bank shall be liable to Customer only for interest on the amount of the payment order. If Bank fails or delays in making a transfer pursuant to a proper payment order, or if Bank makes a transfer in an amount that is less than the amount of the payment order, Bank’s liability shall be limited to interest on the amount not transferred, calculated from the date on which the transfer was to be made until the date it actually was made or the payment order was cancelled. If Bank makes a transfer in an amount that exceeds the payment instruction amount, Bank’s liability shall be limited to a refund of the amount erroneously transferred plus interest thereon from the date of the transfer to the date of refund, but in no event to exceed 30 days interest. Interest shall be calculated based on the average federal funds rate at the Federal Reserve Bank in the district where the Bank is headquartered, computed on the basis of a 360-day year. 9.4 Bank will generally use the Fedwire funds transfer system for domestic funds transfer, and the funds transfer system operated by the Society for Worldwide Interbank Financial Telecommunications (SWIFT) for international funds transfers. International funds transfers may also be initiated through the Clearing House Interbank Payment System (CHIPs) or international cable. However, Bank may use any means or routes that Bank, in its sole discretion, may consider suitable for the transmission of funds. Each payment order, or cancellation thereof, carried out through a funds transfer system or a clearinghouse will be governed by all applicable funds transfer system rules, clearing house rules or clearing arrangements and Customer acknowledges that Bank’s right to reverse, adjust, stop payment or delay posting of an exec uted payment order is subject to the laws, regulations, rules, circulars and arrangements described herein. 9.5 If an international wire transaction for future dated settlement through CashManager OnLine involves a currency other than the currency in which the relevant account is denominated, your funds will be exchanged for such other currency at a current rate of exchanges on the transfer date in accordance with our normal procedures. Currency exchange rates fluctuate over time, and you acknowledge and accept the risks of such fluctuations between the time you initiate the future dated wire transfer and the time the transfer is completed. 9.6 Customer is solely responsible for accurately identifying the beneficiary and beneficiary bank. If a payment order describes a beneficiary inconsistently by name, account number, or other identifier number, the beneficiary’s bank may make payment on the basis of the account number alone or other identifier number alone. If a payment order identifies a beneficiary bank inconsistently by name, ABA routing number, or other beneficiary bank identifier, Bank may rely on the ABA routing number or other beneficiary bank identifier in executing the payment order; And/or, If a payment order identifies a Receiving Bank and/or Intermediary Bank, the Bank may rely on such payment order instructions provided by the Customer. In any of these cases, Bank is not obligated to detect such errors and Customer assumes the risk of any loss resulting there from. Resolution No. 08-13-20-3.17 Page 238 of 292 D10 (Rev. 04/01/2019) Page 7 of 21 9.7 Bank may debit the Authorized Account for any payment order executed by Bank even if such debit creates or increases an overdraft in that account. In the event an overdraft is created or increased, Customer shall deposit sufficient funds to pay the amount of the overdraft by the close of that Banking Day. Any overdraft existing at the close of a Banking Day is immediately due and payable without notice or demand. In the event there are not sufficient funds in Customer’s Authorized Account(s) to cover its obligations hereunder, Bank m ay debit any account of Customer with Bank or any affiliate of Bank, or may set-off such obligations against any amount it owes to Customer. 9.8 The Bank is under no obligation to honor either partially or entirely, any payment request that exceeds the available funds in Customer’s account. If Bank in its sole discretion creates an overdraft to complete a payment, Customer agrees to repay the Bank upon demand, together with any applicable interest or fees and if necessary, the costs of collection. If Bank in its sole discretion chooses not to create an overdraft to complete a payment denominated in a currency other than the currency in which the relevant account is denominated, Customer agrees to repay the Bank upon demand for currency purchased to complete the transaction at a current rate of exchange on the reversal date. 9.9 Bank shall not be liable for any failure or delay in the performance of any of its obligations hereunder which are not within its direct and reasonable control and which is caused by Force Majeure or any: act of God; act of a governmental or military authority or agency; fire, flood, earthquake, windstorm or other natural calamity, labor disturbance, lockout or strike; war; riot; Bank’s inability to obtain labor, materials or transportation on time; telecommunications failure or interruption of service or data/word-processing failure or interruption of service (whether of hardware, software or both) or any other cause beyond the party’s reasonable control, whether similar or dissimilar to any of the recited events. 10 Automated Clearing House (ACH) In consideration of the furnishing of ACH services by Bank to Customer, Customer agrees to comply with and be bound by the terms hereof. Unless otherwise defined herein, capitalized terms shall have the meanings provided in the NACHA Rules. The Customer is required to understand and comply with the Rules. Copies of the Rules may be obtained through NACHA.org. The term "Entries" shall have the meaning provided in the Rules and shall also mean the data received from Customer hereunder from which Bank prepares Entries. GENERAL PROVISIONS APPLICABLE TO ALL ENTRIES 10.1 Compliance with Attachment and Applicable Law. Customer agrees that Bank is authorized to originate ACH Credit and/or Debit Entries on Customer’s behalf. Customer agrees to initiate credit and debit Entries pursuant to and in accordance with the terms of this Agreement, and to comply and be bound at all time with the laws of the states where Customer does business, the laws of the United States of America, including but not limited to promulgations of the Office of Foreign Asset Control (“OFAC”), and the rules of the National Automated Clearing House Association (the "Rules"). 10.2 Transmittal and Monitoring of Entries By Customer. Customer shall transmit Credit and/or Debit Entries to Bank in the agreed upon medium and format and will use the highest level of security inherent in the system, including all password controls. In order to facilitate compliance with this Agreement and the Rules, Customer agrees to regularly monitor its return ratio for transmitted Entries. The total dollar amount of Entries transmitted by Customer to Bank across multiple Settlement days shall not exceed the identified exposures as set forth within the Request for Service - ACH Risk Management Worksheet. The types of Entries transmitted by Customer to Bank shall be limited to the types of Standard Entry Class (SEC) as indicated on the Request for Service and approved by the Bank. Bank reserves the right, in its sole discretion, to not offer and/or approve the Customer to originate certain types of ACH entries including, but not limited to IAT, WEB, TEL Standard Entry Class (SEC). 10.3 Security Procedures. The Customer agrees that the authenticity of an Entry will be verified as being that of the Customer using one of the following applicable security procedures: Resolution No. 08-13-20-3.17 Page 239 of 292 D10 (Rev. 04/01/2019) Page 8 of 21 (a) Electronic Entries Security Procedure. For any Entries initiated by the Customer by the use of a personal computer, terminal or a touch-tone telephone in connection with ACH Services provided by Bank, Customer will be requested to adhere to the specific Security Guidelines as provided with each ACH product. Customer acknowledges that prior to sending any Electronic Entries using any such Service, Customer is required to complete and deliver to Bank a Request for Service form. If applicable, Bank will provide the Customer with a satellite copy of software and documentation (the “Software” and “Material”) to be used by the Customer to generate ACH Entries. Customer agrees that the Software and Material is the property of and considered confidential and proprietary to the interests of Bank, that Bank is entitled to all legal and equitable remedies to protect its interests, and that Customer shall make no claims of any interest or ownership in the Material or Software. Customer agrees that the Software and Material will be maintained as confidential for the sole benefit of Bank, and Customer will not allow the Material or Software to be disclosed, reproduced, copied or otherwise described or used in any way and agrees to warrant such upon the return of the Software and Material to Bank. (b) Proper Equipment/Maintenance. Customer shall obtain and maintain in good working order, at Customer’s expense, the appropriate communication software and equipment for establishing connection to the ACH service. Such software and equipment shall conform to the standards established by the Bank and published in the material. Bank shall not be liable for the failure to perform any services due to improper equipment or failure of equipment, such as telephone lines, modems, communication software, or personal computers maintained by or on behalf of the Customer. (c) Direct Send / Main Frame Transmission. Bank shall provide Customer with instructions for accessing the ACH Service and initiating Entries, and with any necessary security user identification. Customer agrees to use the security procedure when delivering Entries or Reversal/Deletion requests to Bank. The purpose of the security procedure is to verify authenticity of Entries and Reversal/Deletion Requests delivered to Bank in Customer’s name and not to detect errors in the transmission or content of Entries. The NACHA Rules govern if they conflict with Bank’s User Instructions or Documentation. Bank may, at its option, verify transmission by contacting designated authorized Customer representatives, and Bank may elect not to act on a transmission for Customer’s protection, if Bank is unable to obtain proper verification satisfactory to Bank. (d) Employee Security / Authorized Representatives. Customer has identified and designated select employees as operators of the ACH Service (“Authorized Representatives”), and has authorized Bank to provide such Authorized Representatives with access to the instructions and Codes for the purpose of originating ACH credits and/or debits to designated accounts. Customer shall be solely responsible for the security of the instructions and Codes and for limiting access thereto, to Authorized Representatives. Customer takes all risks of accidental disclosure or inadvertent use of passwords by any users whatsoever, whether such disclosure or use is caused by Customer negligence or otherwise. Customer will be responsible for all communications received by Bank which are identified by a proper transmission password, whether or not such requests were properly authorized or made by Customer, its agents, representatives, employees or officers, so long as such communications are identified by a correct transmission password. Bank’s records and logging system shall be conclusive for transfers and shall be, absent manifest error, binding upon Customer. 10.4 Processing, Transmittal and Settlement By Bank. (a) Except as provided in Section 10.5 and 10.6, Bank shall (i) process properly formatted Entries received from Customer which conform with the file specifications set forth in the Rules, (ii) transmit such Entries as an Originating Depository Financial Institution to an ACH Operator chosen by Bank (the "ACH Operator"), and (iii) settle for such Entries as provided in the Rules. (b) The Customer shall deliver the Entry and origination of each transaction to the Bank’s Automated Clearing House (ACH) Services Section at the location specified by Bank, not later than the applicable processing deadlines specified by Bank in its ACH User Documentation. The “Settlement Date” with respect to an Entry shall be the day when such Entry is posted to the account of the Bank by the Federal Reserve Bank in accordance with the Rules. Entries will be deemed received by the Bank when the complete file is received by the Bank. Resolution No. 08-13-20-3.17 Page 240 of 292 D10 (Rev. 04/01/2019) Page 9 of 21 (c) If any of the requirements of clause (b) of Section 10.4 are not met, Bank shall use reasonable efforts to transmit such Entries to the ACH Operator by the next deposit deadline on which the ACH Operator is open for business. 10.5 On-Us Entries. Except as provided in Section 10.6, in the case of an Entry received for credit to an account maintained with Bank ("On-us Entry"), Bank shall credit the Receiver's account in the amount of such Entry on the Effective Entry Date contained in such Entry, provided that the Entry is received timely in accordance with section 10.4(b). If the Entry is not received timely, Bank shall use reasonable efforts to credit the Receiver's account on the next business day following such Effective Entry Date contained in such Entry. 10.6 Rejection and Return of Entries. Bank may reject any Entry which does not comply with the requirements of Section 10.2 or 10.3. Bank shall have the right to reject an On-us Entry for any reason for which an Entry may be returned under the Rules. Bank shall have the right to reject any Entry if Customer has failed to comply with its account balance obligations under Section 10.8 and 10.9 herein. Bank shall promptly notify the Customer of such rejection or of the receipt of a returned Entry from the ACH Operator, and may furnish such notice electronically, orally by telephone, facsimile transmission, first class mail or private delivery service. Bank shall have no liability to Customer by reason of the rejection of any such Entry. If Entries are returned or rejected, Customer shall remake such Entries. The Bank shall remake such Entries if rejection or return is due to mishandling by Bank and sufficient data is available to Bank to permit it to remake such Entries. 10.7 Cancellations or Amendment By Customer. Customer shall have no right to demand the cancellation or amendment of any Entry after its receipt by Bank. However, Bank shall use reasonable efforts to act on a request by Customer for cancellation or amendment of an Entry prior to transmitting it to the ACH Operator, or in the case of an On-us Entry, prior to crediting a Receiver's account. 10.8 Payment/Settlement. Customer shall pay Bank the amount of each Entry transmitted by Bank pursuant to this Agreement on the Settlement Date. If ACH Prefunding Service is used, Customer agrees to pay Bank in available funds the amount of each Entry at the time the Entries are transmitted to Bank. Customer's failure to maintain available funds sufficient to cover Entries may result in additional fees and the Entries may be delayed until Account is funded. 10.9 The Account. Bank may, without prior notice or demand, obtain payment of any amount due and payable to it under the Agreement by debiting the primary ACH account(s) identified by Customer held at Bank (the "Account"), and shall credit the Account for any amount received by Bank by reason of the return of an Entry transmitted by Bank for which Bank has previously received payment from Customer. Bank shall make such credit as of the day of such receipt. Customer shall at all times maintain a balance of immediately available funds in the Account to cover Customer's obligations under this Agreement. In the event there are not sufficient available funds in the Account to cover Customer's obligations under this Agreement, Customer agrees that Bank may debit any account maintained by Customer with Bank or any affiliate of Bank or that Bank may set off against any amount it owes to Customer, in order to obtain payment of Customer's obligations under the Agreement. 10.10 Account Reconciliation. Entries transmitted by Bank or credited to a Receiver's account maintained with Bank will be reflected on Customer's periodic statement. Customer agrees to notify Bank promptly of any discrepancy between Customer's records and the information shown on any such periodic statement in accordance with the provisions of Bank’s Commercial Bank Services Agreement (“CBSA”), the terms of which are hereby incorporated by reference. 10.11 Customer Representations And Agreements; Indemnity. Customer agrees that (a) each person shown as the Receiver on an Entry received by Bank from Customer has authorized the initiation of such Entry and the Crediting and or Debiting of its account in the amount and on the designated effective date., (b) such authorization is operative at the time of transmittal or crediting/debiting by Bank as provided herein, (c) Entries transmitted to Bank by Customer are limited to those types of Credit/Debit Entries set forth in Section 10.2, (d) Customer shall perform its obligations under this Agreement in accordance with all applicable laws and regulations, and (e) Customer shall be bound by and comply with the Rules as in effect from time to time, including without limitation the provision thereof making payment of an Entry by the Receiving Depository Financial Institution to the Receiver provisional until receipt by the Receiving Depository Financial Institution of final settlement for such Entry; and specifically acknowledges that if such settlement is not received, the Receiving Depository Financial Institution shall be entitled to a refund from the Receiver of the amount credited and Customer shall not be deemed to have been paid the Receiver, and (f) IAT transactions in Resolution No. 08-13-20-3.17 Page 241 of 292 D10 (Rev. 04/01/2019) Page 10 of 21 accordance with Section 10.32., 10.33., and 10.34., accurate and proper format and classification, originator’s name and receiver’ name. Customer shall indemnify Financial Institution against any loss, liability, fines or expense (including attorneys' fees and expenses) resulting from any breach of any of the foregoing agreements. 10.12 Liability; Limitations Of Liability; Indemnity. (a) Bank shall be responsible only for performing the services expressly provided for in this Agreement, and shall be liable only for its gross negligence in performing those services. Bank shall not be responsible for Customer's acts or omissions (including without limitation the amount, accuracy, timeliness of transmittal or due authorization of any Entry received from Customer) or those of any other person, including without limitation any Federal Reserve Financial Institution or transmission or communications facility, any Receiver or Receiving Depository Financial Institution (including without limitation the return of an Entry by such Receiver or Receiving Depository Financial Institutions, and no such person shall be deemed Bank's agent. Customer agrees to indemnify Bank against any loss, liability or expense (including attorneys' fees and expenses) resulting from any claim of any person that Bank is responsible for, any act of omission of Customer or any other person described in this Section 10.12(a). (b) In no event shall Bank be liable for any consequential, special punitive or indirect loss or damage which Customer may incur or suffer in connection with Agreement, including losses or damage from subsequent wrongful dishonor resulting from Bank's acts or omissions pursuant to this Agreement. (c) Bank shall be excused from failing to act or delay in acting if such failure or delay is caused by legal constraint, interruption of transmission, or communication facilities, equipment failure, war, emergency conditions or other circumstances beyond Bank's control. In addition, Bank shall be excused from failing to transmit or delay in transmitting an Entry if such transmittal would result in Bank's violating any provision of any risk control program of the Bank (including but not limited to Customer's ACH Exposure limit), or any rule or regulation of the Federal Reserve or any other U.S. governmental regulatory authority. (d) Bank's liability for loss of interest resulting from its error or delay shall be calculated by using a rate equal to the average Federal Funds rate at the Federal Reserve Financial Institution for the period involved. At Bank's option, payment of such interest may be made by crediting the Account resulting from any claim of any person that Bank is responsible for any act or omission of Customer or any other person described in Section 10.12(a). (e) Customer agrees to bear all liability for fines imposed on Bank by any entity or association, including NACHA’s National System of Fines, which are assessed due to failure of Customer to comply with the terms of this Agreement, the Rules, or any statutory or regulatory enactment. Customer agrees that Bank may collect such fines from Customer in accordance with the terms of Section 10.16. 10.13 Compliance With Security Procedure. (a) If an Entry (or a request for cancellation or amendment/reversal of an Entry) received by Bank purports to have been transmitted or authorized by Customer, it will be deemed effective as Customer's Entry and Customer shall be obligated to pay Bank the amount of such Entry even though the Entry was not authorized by Customer, provided Bank acted in compliance with the security procedures. (b) If an Entry received by Financial Institution was transmitted or authorized by Customer, Customer shall be obligated to pay the amount of the Entry as provided herein, whether or not Bank complied with the security procedure referenced to in Section 10.3 and whether or not that Entry was erroneous in any respect or that error would have been detected if Bank had complied with such procedure. 10.14 Inconsistency Of Name and Account Number. Customer acknowledges and agrees that, if an Entry describes the Receiver inconsistently by name and account number, payment of the Entry transmitted to the Receiving Depository Financial Institution might be made by the Receiving Depository Financial Institution (or by Bank in the case of an On-us Entry) on the basis of the account number even if it identifies a person different from the named Receiver, and that Customer's obligation to pay the amount of the Entry to the Bank is not excused in such circumstances. Resolution No. 08-13-20-3.17 Page 242 of 292 D10 (Rev. 04/01/2019) Page 11 of 21 10.15 Notification of Changes. Bank shall promptly notify Customer of all notifications of changes received by Bank related to Entries transmitted by Customer, and may furnish such notification electronically, orally by telephone, facsimile transmission, first class mail or private delivery service. Customer is required by the Rules to correct any Entry information required by the received notification of change prior to the initiation/origination of the next such Entry. 10.16 Payment for Services. Customer shall pay Bank the charges for the services provided for herein in accordance with Bank’s Treasury Pricing Schedule or as otherwise agreed to by Customer. Such charges do not include, and Customer shall be responsible for payment of, any sales, use, excise, value added, utility OR other similar taxes relating to the services provided for herein, and any fees or charges provided for in any agreement between Bank and Customer with respect to any other account, product or service furnished to Customer by Bank. 10.17 Amendments. From time to time Bank may amend any of the terms and conditions contained in this Agreement, including without limitation, any cut-off time, any business day, and any fees or charges for service. Such amendments shall become effective upon receipt of notice by Customer or such later date as may be stated in Financial Insitution’s notice to Customer. 10.18 Notices, Instructions, Etc. (a) Except as otherwise expressly provided herein, Bank shall not be required to act upon any notice or instruction received from Customer or any other person, or to provide any notice or advice to Customer or any other person with respect to any matter. (b) Bank shall be entitled to rely on any written notice or other written communication believed by it in good faith to be genuine and to have been signed by an Authorized Representative, and any such communication shall be deemed to have been signed by such person. Customer may add or delete any Authorized Representative by written notice to Bank signed by at least one Authorized Representative other than that being added or deleted. Such notice shall be effective after Bank has a reasonable opportunity to act thereon. (c) Except as otherwise expressly provided herein, any notice to Bank shall be delivered, or sent to the below address with copy by facsimile transmission to BB&T Treasury Management Implementation at fax # 888- 586-0539 and, if to Customer, any notice shall be delivered to Customer's address on file with Bank. Except as otherwise expressly provided herein, any such notice shall be deemed given when received. BB&T Treasury Management Implementation P.O. Box 1016 Charlotte, NC 28201-1016 10.19 Data Retention. Customer shall retain data on file adequate to permit remaking of Entries for three days following the date of their transmittal Settlement Date to Bank as provided here, and shall provide such Data to Bank upon its request. Customer shall retain the original or a copy of each ACH transaction authorization for two years after the Settlement Date, to include any other actions, such as termination or revocation of authorization. Bank shall have the right to review any authorization at any time, and Customer shall provide such authorization to Bank within 3 business days of Bank’s request. 10.20 Termination. (a) Either party may terminate this Agreement on 30 days advance written notice to the other party. (b) Bank may immediately terminate this Agreement without advance notice if it reasonably believes that (1) Customer has failed to comply with any provision of this ACH Service Agreement, the Rules, or any statutory or regulatory enactment, (2) Customer’s financia l condition has substantially deteriorated, or (3) continuation of this Agreement will expose Financial Institution to undue risk of loss. (c) Any termination of this Agreement shall not affect any of the parties’ obligations arising with respect to Entries settled prior to such termination. Resolution No. 08-13-20-3.17 Page 243 of 292 D10 (Rev. 04/01/2019) Page 12 of 21 10.21 Miscellaneous. All electronic media, Entries, security procedures and related records used by Bank for transactions contemplated by this Agreement shall be and remain Bank's property. Bank may, at its sole discretion, make available such information upon Customer's request. Any expenses incurred by Bank in making such information available to Customer shall be paid by Customer. In the event of any damages for which Bank or Customer may be liable to each other or to a third party pursuant to the services provided under this Agreement, Bank and Customer will undertake reasonable efforts to cooperate with each other, as permitted by applicable law, in performing loss recovery efforts and in connection with any actions that the relevant party may be obligated to defend or elects to pursue against a third party. This Agreement, together with the Commercial Bank Services Agreement (CBSA), Treasury Management Agreement and the Request for Service, is the complete and exclusive statement of the agreement between Bank and Customer with respect to the subject matter hereof and supersedes any prior agreement(s) between Bank and Customer with respect to such subject matter. In the event of any inconsistency between the terms of this Agreement and the CBSA, the terms of this Agreement shall govern. In the event performance of the services provided herein in accordance with the terms of this Agreement would result in a violation of any present or future statute, regulation or government policy to which Bank is subject, and which governs or affects the transactions contemplated by this Agreement, then this Agreement shall be deemed amended to the extent necessary to comply with such statute, regulation or policy, and Bank shall incur no liability to Customer as a result of such violation or amendment. No course of dealing between Bank and Customer will constitute a modification of this Agreement, the Rules, or the security procedures or constitute an agreement between the Bank and Customer regardless of whatever practices and procedures Bank and Customer may use. Customer may not assign this Agreement or any of the rights or duties hereunder to any person without Bank's prior written consent. In the event that any provision of this Agreement shall be determined to be invalid, illegal or unenforceable to any extent, the remainder of this Agreement shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law. 10.22 Right to Audit. Within thirty (30) days after receipt of written request, the Customer will make its internal practices, books, and records, available to Financial Institution to determine compliance with this Agreement and the NACHA Rules. The Financial Institution shall maintain such records for a period of not less than six (6) years from creation. Audits conducted under this Section will not violate any existing non-disclosure or confidentiality agreements, will not unreasonably interfere with the Customer’s normal business operations, will not exceed one request per year, will be conducted only pursuant to a mutually agreed upon non-disclosure agreement between the parties, and will be made on at least thirty (30) calendar days prior written notic e. 10.23 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of North Carolina. ADDITIONAL PROVISIONS APPLICABLE TO ORIGINATION OF WEB ENTRIES 10.24 Customer agrees to employ a commercially reasonable fraudulent transaction detection system. 10.25 Customer acknowledges that Bank will: (1) with respect to any Entry transmitted to Bank, utilize a commercially reasonable method to establish the identity of the Customer, (2) establish procedures to monitor the credit- worthiness of Customer on an on-going basis, (3) establish an exposure limit for Customer, (4) implement procedures to review that exposure limit periodically, and (5) implement procedures to monitor Entries initiated by Customer relative to its exposure limit across multiple settlement dates. Customer agrees to cooperate with Bank in its performance of the foregoing activities. 10.26 Customer agrees to use commercially reasonable procedures to verify that routing numbers are valid. 10.27 Customer agrees to establish a secure Internet session with each Receiver utilizing a commercially reasonable security technology providing a level of security that, at a minimum, is equivalent to 128-bit encryption Resolution No. 08-13-20-3.17 Page 244 of 292 D10 (Rev. 04/01/2019) Page 13 of 21 technology prior to the Receiver's key entry of any banking information, including, but not limited to, the Receiver's financial institution routing number, account number, and or other identification symbol. 10.28 Customer agrees to conduct an annual audit, provided to Bank upon request, to ensure that the financial information it obtains from Receivers is protected by security practices and procedures that include, at a minimum, adequate levels of (1) physical security to protect against theft, tampering, or damage, (2) personnel and access controls to protect against unauthorized access and use, and (3) network security to ensure secure capture, storage, and distribution. 10.29 Customer agrees to obtain the consumer's authorization prior to initiating a debit Entry under this ACH Service s Agreement. The authorization must conform to the requirements of the NACHA Operating Rules, which require that the authorization be (1) in a writing that is signed or similarly authenticated by the Receiver, (2) be readily identifiable as an ACH debit authorization, (3) clearly and conspicuously state its terms, and (4) must (for recurring payments only) provide the Receiver with a method to revoke their authorization by notifying Customer. ADDITIONAL PROVISIONS APPLICABLE TO ORIGINATION OF TEL ENTRIES 10.30 Customer agrees to (1) employ commercially reasonable procedures to verify the identity of any Receiver, and (2) utilize commercially reasonable procedures to verify that routing numbers are valid. 10.31 Customer agrees to provide specific information to Receivers during the telephone call as required by the Rules, and to tape record or provide written confirmation of the consumer's authorization. 10.32 Customer agrees to provide proof of authorizations, to include recorded messages, upon request by Bank and on a periodic basis determined by Bank. ADDITIONAL PROVISIONS APPLICABLE TO ORIGINATION OF IAT ENTRIES 10.33 IAT Entry: A credit or debit Entry that is part of a payment transaction involving a financial agency's office located outside the territorial jurisdiction of the United States. In addition, an IAT Entry is required to include information required by the Travel Rule of the Bank Secrecy Act (BSA): Originator's name; Receiver's name: physical address; and transaction purpose. Meeting these stipulations provides all parties to the transaction the necessary information to comply with U.S. laws, including regulations imposed by OFAC. 10.34 Customer must properly classify IAT Entries. Customer must at all times maintain a thorough knowledge of all ACH Receiver relationships to avoid the possibility of inadvertently initiating an ACH Entry that should have been classified as an IAT Entry. Improper classification may result in violations of the Rules, OFAC regulations or sanctions, or other Requirements of Law, for example, - A U.S. dollar domestic ACH transaction that is part of a payment chain that ultimately ends in a Receiver’s account, which is located outside the territorial jurisdicti on of the United States is subject to the IAT rule. - ABC Company makes a pension or payroll direct deposit payment to a retiree or current employee who resides outside the territorial jurisdiction of the United States. The retiree/employee holds an account with a foreign bank in a host country that, in turn, receives ACH transactions with a U.S. routing/ABA number through its foreign bank office or correspondent bank located in the U.S. 10.35 Third Party Processors acting on behalf of Originators are required to properly classify IAT Entries and comply with IAT Rules and U.S. Law. 10.36 Customer IAT Origination Authorization and Requirements: (a) IAT Origination is prohibited without obtaining Financial Institution’s prior approval. (b) If Financial Institution approves Customer for IAT Origination; Customer is responsible to originate IATs as defined in the Rules and in accordance with the Financial Institution's IAT Origination Product Guide. Resolution No. 08-13-20-3.17 Page 245 of 292 D10 (Rev. 04/01/2019) Page 14 of 21 10.37 Customer warrants and indemnifies the Financial Institution (ODFI) the following: (a) IAT Entry contains accurate and complete information as required by Rules and U.S. Law. (b) IAT Entry contains accurate and complete Receiver’s banking information to allow the RDFI to properly post and provide information about the Entry. (c) Indemnify Financial Institution (ODFI) and Gateway Operators from losses associated with Customer’s breach of specific warranties for an IAT Entry. (d) Compliance with foreign payment system rules. IAT Entry complies with the laws and payment system rules of the receiving country. (e) Customer has obtained authorization from Receiver. The form and content of the foreign receiver's authorization, including whether such authorization may be oral, electronic or written shall be governed by the laws and payment system rules of the receiving country. 10.38 IAT transactions may be subject to currency risks as they are likely to involve different currencies, be it that of the parties or another currency. Customer shall support any loss caused by a fluctuation of the exchange rate occurring until the complete performance of the contract. ADDITIONAL PROVISIONS APPLICABLE TO TRANSMISSION OF ACH ENTRIES BY COMPANY ACTING AS A THIRD PARTY SENDER OR THIRD PARTY SERVICE PROVIDER FOR THIRD PARTY ORIGINATORS. 10.39 Customer serving as a Third-Party Sender or Third Party Service Provider will not transmit entries on behalf of Originators until (1) Customer has obtained Financial Institution’s approval of such Originators, which approval is subject to Financial Institution’s policies and procedures, and either (2) such Originator and Financial Institution have entered into a contractual agreement under which the Originator agrees to be bound by the NACHA Operating Rules, or (2) any such Originator has entered into an appropriate agreement with Customer under which such Originator is bound by the NACHA Operating Rules as in effect from time to time and acknowledges that entries may not be initiated that violate the laws of the United States. 10.40 At the time of each transmission of Entries to Financial Institution, Customer warrants that any agreement between as such Originator and Customer has not been terminated, and that the Customer has no knowledge of the revocation of the Receiver’s authorization or the termination of the relationship between the Receiver and the Receiver’s Financial Institution (RDFI). 10.41 Financial Institution will require Risk Exposure Limits for Customer acting as Third-Party Sender or Third- Party Service Provider and will monitor entries transmitted to Financial Institution relative to their Exposure Limits, across multiple settlement dates. 10.42 Customer agrees to employ commercially reasonable procedures to ensure physical security and confidentiality of ACH file data, and that ACH files are handled accurately and on time. 10.43 Financial Institution will require Risk Exposure Limits for Customer acting as Third-Party Sender or Third- Party Service Provider and will monitor entries transmitted to Financial Institution relative to their Exposure Limits, across multiple settlement dates. 10.44 Customer agrees to employ commercially reasonable procedures to ensure physical security and confidentiality of ACH file data, and that ACH files are handled accurately and on time. ADDITIONAL PROVISIONS APPLICABLE TO: ORIGINATION OF BACK OFFICE CONVERSION ENTRIES (BOC) and ORIGINATION OF ACCOUNTS RECEIVABLE CONVERSION ENTRIES (ARC) CUSTOMER OBLIGATIONS; 10.45 MICR Capture Requirement. Customer agrees to use a reading device to capture the Receiver's routing number, account number, and check serial number from the MICR line of the Receiver's source document. Customer agrees the amount of the Entry is in accordance with the source document. Resolution No. 08-13-20-3.17 Page 246 of 292 D10 (Rev. 04/01/2019) Page 15 of 21 10.46 Re-Presentment. Customer agrees the source document to which the Entry relates will not be presented or returned such that any person will be required to make payment based on the source document unless the BOC or ARC Entry is returned by the RDFI. This warranty runs to any other party that may be liable on the source document. (a) Customer agrees to provide Financial Institution instructions in accordance to its procedures to electronically re-present a check or Entry returned for insufficient funds or uncollected funds. (b) Customer agrees not to reinitiate a returned Entry more than two times following the return of the original Entry, and not to reinitiate an Entry unless it is within 180 days of the settlement date of the original Entry. 10.47 Retention/Copy of Source Document. Customer agrees to employ commercially reasonable methods to securely store (1) all source documents until destruction, and (2) all banking information relating to entries. Customer also agrees to establish policies and procedures to destroy the source document as soon as is reasonable to protect against the risk of fraud or erroneous Entry of the check into the check processing system. Until such time that the source document is destroyed by the Customer, it must be securely stored using commercially reasonable methods. A commercially reasonable system, technology, practice, or procedure is one that corresponds to commonly accepted commercial practices among commonly situated Customers conducting similar types of transactions. When choosing a commercially reasonable method for secure data storage, Customer should consider following guidance provided by the Federal Trade Commission for complying with the Safeguards Rule, which implements security measures within the Gramm-Leach-Bliley Act. 10.48 Collection Fees. Customer agrees no fees may be added to the amount of the source document when it is transmitted as a BOC or ARC electronic Entry. If Customer elects to assess a collection fee for a returned check or electronic Entry returned for insufficient funds or uncollected funds, Customer agrees; (a) To provide Financial Institution instructions in accordance to its procedures to electronically charge or draft the Receiver's account a separate processing fee up to the maximum fee permissible under state law for a returned check or electronic Entry returned for insufficient funds or uncollected funds. (b) To obtain the Receiver's authorization for such Entry in the manner specified by the ACH Rules. (c) To provide notice for BOC Entry to Receiver at either the point of purchase or a manned bill payment location the Customer's intent to charge Receiver, in addition to any fees the Receiver's bank may charge, an additional processing fee up to the maximum fee permissible under state law for an Entry returned for insufficient funds or uncollected funds. (d) To provide notice for ARC Entry to Receiver in a clear and conspicuous manner on or within its billing statement to the Receiver of its intent to charge Receiver, in addition to any fees the Receiver's bank may charge, an additional processing fee up to the maximum fee permissible under state law for an Entry returned for insufficient funds or uncollected funds. (e) The minimum notice language will include the following, or substantially similar, language: (f) For you convenience, "if your check or electronic funds transfer is returned for insufficient funds or uncollected funds, you authorize us to use information from your check to electronically debit your account a processing fee of $ [CUSTOMER TO INSERT THEIR STATE'S MAXIMUM FEE AMOUNT]." ADDITIONAL PROVISIONS APPLICABLE TO: ORIGINATION OF BACK OFFICE CONVERSION ENTRIES (BOC) 10.49 Source Documents. Customer agrees to use a check as a source document for the initiation of a BOC Entry only if it has been provided to the Customer at either the point of purchase or a manned bill payment location. To be used as a source document for this type of transaction, the check or sharedraft must (1) contain a pre- printed serial number, (2) not contain an Auxiliary On-Us Field in the MICR line, (3) be in an amount of $25,000 or less, and (4) be completed and signed by the Receiver. Resolution No. 08-13-20-3.17 Page 247 of 292 D10 (Rev. 04/01/2019) Page 16 of 21 10.50 The following may not be used as source documents for entries: checks or sharedrafts that contain an Auxiliary On-Us Field in the MICR line; checks or sharedrafts in an amount greater than $25,000; third-party checks or sharedrafts; demand drafts and third-party drafts that do not contain the signature of the Receiver; checks provided by a credit card issuer for purposes of accessing a credit account or checks drawn on home equity lines of credit; checks drawn on an investment company as defined in the Investment Company Act of 1940; obligations of a financial institution (e.g., travelers checks, cashier's checks, official checks, money orders, etc.); checks drawn on the U.S. Treasury, a Federal Reserve Bank, or a Federal Home Loan Bank; checks drawn on a state or local government that are not payable through or at a Participating DFI; or checks or sharedrafts payable in a medium other than United States currency. 10.51 Verification of Receiver's Identity. Customer agrees prior to originating a BOC Entry, to use a commercially reasonable procedure to verify the Receiver's identity. Examples of commercially reasonable means of verifying the Receiver's identity include, but are not limited to, the examination of a photo identification (e.g., driver's license, passport, other photo ID), use of a retailer preferred card, check verification services, etc. 10.52 Retailer Telephone Number. Customer agrees to maintain a working telephone number that is answered during the Originator's normal business hours for Receiver inquiries regarding BOC transactions. The person answering this telephone number must be capable of supporting and responding to questions about specific BOC entries to a Receiver's account and not limited to the provision of general information about the back office conversion application. This telephone number must also be displayed on the required notice for BOC entries. 10.53 Posted Notice Requirements. Customer agrees that prior to the receipt of each source document used as the basis for the origination of a BOC Entry, the Customer must post a notice in a prominent an conspicuous location at the point of purchase or manned bill payment location that includes the following, or substantially similar language: i. "When you provide a check as payment, you authorize us to use information from your check to make a one-time electronic fund transfer from your account or to process the payment as a check transaction. When we use information from your check to make an electronic fund transfer, funds may be withdrawn from your account as soon as the same day you make your payment, and you will not receive your check back from your financial institution. For inquires, please call insert <Customer's phone number>". 10.54 Notice Copy Requirements. Customer agrees to provide a copy of the notice to the Receiver at the time of the transaction. The notice copy is required to include the following, or substantially similar language: i. "When you provide a check as payment, you authorize us to use information from your check to make a one-time electronic fund transfer from your account or to process the payment as a check transaction. For inquires, please call insert <Customer's phone number>". 10.55 OPT Out Requirement. Customer agrees to allow Receivers to opt out of BOC check conversion and to establish reasonable procedures under which a Receiver may notify the Customer, at the point of purchase, that a particular check does not authorize an ACH debit Entry to the Receiver's account. ADDITIONAL PROVISIONS APPLICABLE TO: ORIGINATION OF ACCOUNTS RECEIVABLE CONVERSION ENTRIES (ARC) 10.56 Source Documents. Customer agrees to use a check as a source document for the initiation of an ARC Entry only if it has been sent through the U.S. mail or delivered to a dropbox. To be used as a source document for this type of transaction, the check or sharedraft must (1) contain a pre-printed serial number, (2) not contain an Auxiliary On-Us Field in the MICR line, (3) be in an amount of $25,000 or less, and (4) be completed and signed by the Receiver. Resolution No. 08-13-20-3.17 Page 248 of 292 D10 (Rev. 04/01/2019) Page 17 of 21 10.57 The following may not be used as source documents for entries: checks or sharedrafts that contain an Auxiliary On-Us Field in the MICR line; checks or sharedrafts in an amount greater than $25,000; third-party checks or sharedrafts; demand drafts and third-party drafts that do not contain the signature of the Receiver; checks provided by a credit card issuer for purposes of accessing a credit account or checks drawn on home equity lines of credit; checks drawn on an investment company as defined in the Investment Company Act of 1940; obligations of a financial institution (e.g., travelers checks, cashier's checks, official checks, money orders, etc.); checks drawn on the U.S. Treasury, a Federal Reserve Bank, or a Federal Home Loan Bank; checks drawn on a state or local government that are not payable through or at a Participating DFI; or checks or sharedrafts payable in a medium other than United States currency. 10.58 Authorization/Notification Requirements. Customer agrees to provide notice in a clear and conspicuous manner to the Receiver, prior to the receipt of each source document that will be used as the basis for the origination of an ARC Entry, that receipt of the Receiver's check will be deemed to be the Receiver's authorization for an ACH debit Entry to the Receiver's account, in accordance with the terms of the source document. The check will be used solely as a source document for capturing the Receiver's routing number, account number, check serial number, and dollar amount of the Entry. The provision of the notice by the Customer to the Receiver and the receipt of the source document together constitute authorization of the ARC Entry. 10.59 Customer agrees the notice language will include the following, or substantially similar, language: i. "When you provide a check as payment, you authorize us to use information from your check to make a one-time electronic fund transfer from your account or to process the payment as a check transaction. When we use information from your check to make an electronic fund transfer, funds may be withdrawn from your account as soon as the same day you make your payment, and you will not receive your check back from your financial institution." 10.60 OPT Out Requirements. Customer agrees to allow Receivers to opt out of ARC check conversion, and will establish reasonable procedures under which Receivers may notify Customer that their checks are not to be converted. 11 Controlled Disbursement 11.1 Daily Reports: Liability Limitations. Our Controlled Disbursement service captures data early each Business Day on incoming checks being presented for payment against Customer’s designated Controlled Disbursement account (“Account”), and compiles that information into a report which Bank provides to Customer, by 7:30 a.m. and 10:00 a.m. Eastern Time. Reports are provided via BB&T CashManager OnLine, generally show the amount of funds Customer needs in the Account to cover checks that will clear that night (see the next paragraph for important additional information). Customer must fund Customer’s Account in an amount sufficient to cover the checks by 2:00 p.m. Eastern Time each business day. Customer understands and agrees that the information in the daily reports Bank provides to Customer with our Controlled Disbursement service is dependent upon our capture of information from checks presented by the Federal Reserve, other financial institutions, and individ uals over the Bank’s teller counters. Accordingly, in some instances Bank may be able to provide an estimated figure only, and Customer should treat each day’s total as such. Bank cannot guarantee any amount or the finality thereof, or the time by which the report will be available on a given day. Customer agrees that Bank will have no responsibility or liability to Customer or any other person for any inaccuracies or incompleteness in information reported caused by circumstances beyond our control or any other reason other than our gross negligence, willful misconduct or criminal conduct. If Bank does have any liability, it will be limited as provided under the “Liability; Limitations On Liability; Indemnity “section of this Agreement. Bank will also have no responsibility or liability for any events occurring after the daily report is made available to Customer, including without limitation the presentment of any debits after such time. Resolution No. 08-13-20-3.17 Page 249 of 292 D10 (Rev. 04/01/2019) Page 18 of 21 11.2 Use of Account: Funding Obligations. Bank will provide Customer with a unique bank routing/transit number for use on checks drawn on Customer’s account. The service reports only checks which are being presented for payment against the account. Any non-check transactions (such as ACH debits, outgoing wire transfers or returned deposited items) will not be reported. If Customer elects to use this account for any types of debits other than checks, or for making deposits other than daily funding activity (which could result in debits in the form of returned deposited items), Customer is solely responsible for maintaining sufficient collected and available funds to cover all debits posting to the Account each day, beyond the daily funding amount necessary to cover checks. If any Bank or other fees are assessed directly against Customer’s account, Customer will be advised of such fees and Customer will also be responsible for ensuring that sufficient funds are in the Account to cover them on the date they are assessed. If for any reason the account does not have sufficient funds to cover all debits on a given day, Bank may take any of the actions described in the “Non-Sufficient Funds / Overdrafts” section of the Commercial Bank Services Agreement (CBSA), including taking any of the steps listed there to recover any overdraft amount if Customer fails to deposit sufficient funds in the account by the end of the same business day, and all other provisions of that section will apply. Customer agrees not to use the account for any of the following purposes unless such use is prefunded: payroll disbursement or funding of a BB&T payroll account, the making of BB&T Treasury Tax and Loan payments, or the making of any BB&T loan payments. Bank may, in its sole discretion, terminate the controlled disbursement service where the Bank determines the Customer is using this Service for unintended purposes, including but not limited to issuing checks or otherwise withdrawing funds against credited and uncollected deposits in any way associated with depositing such checks or funds to prevent the uncollected deposits from being returned. 12 Event Notification 12.1 With this service, Customer may choose to receive notifications concerning selected types of events relating to Customer’s accounts or services. Customer may then log on to BB&T CashManager Online to obtain more details. Bank accepts no responsibility or liability if Customer does not receive any alerts in a timely manner due to email outages or any other reason. 13 Image Statements 13.1 With this Service, Customer may choose to receive images of Customer’s statements including bank statements and payment reports. Bank accepts no responsibility or liability if these statements are not available in a timely manner due to outages or any other reason. Resolution No. 08-13-20-3.17 Page 250 of 292 Tab F: Reference Listing Resolution No. 08-13-20-3.17 Page 251 of 292 Experience & References BB&T now Truist has served the public sector for most of its 148-year history. We have always invested in the communities we serve including banking service support of our non-profit entities and local governments. The Bank has a wide array of resources dedicated to the public sector and prides itself on delivering quality customer service. We have many non-profit and governmental clients throughout our geographic footprint. BB&T now Truist knows how important it is to make it easy for clients to do business with us. We put a lot of thought into how we can improve and design our organization and our products so that it is very easy for the City to execute payments, ask questions and find solutions to issues. The Bank currently has over 44,000 clients utilizing various cash management solutions. The Bank has helped clients manage their cash flow through various payment solutions since 1985. General Depository Services Since 1872 ACH Services Since 1987 Zero Balance Services Since 1985 Branch Cash/Coin Services Since 1872 Disbursement Services Since 1985 Complete Reconciliation Services Since 1991 Positive Pay Services Since 1997 Wire Transfer Services Over 30 years On-Line Cash Manager Services Since 2000 Check Sorting Services Since 1991 Lockbox Services Over 30 years Remote Deposit Capture/ICL Since 2008 Merchant Services Over 45 years Card Services Since 1995 Resolution No. 08-13-20-3.17 Page 252 of 292 We are proud to provide the following references: College Station Independent School District Mike Martindale, Superintendent (979) 764-5455 mmartindale@csisd.org 1812 Welsh, College Station, TX 77840 Bryan Independent School District Christie Whitbeck, Superintendent (979) 209-1009 Christie.Whitbeck@bryanisd.org 101 North Texas Ave, Bryan, TX 77803 Bryan Texas Utilities Joe Hegwood, CFO (979) 209-5081 jhegwood@bryantx.gov 205 East 28th St, Bryan, TX 77803 Resolution No. 08-13-20-3.17 Page 253 of 292 Tab G: Availability of Funds Resolution No. 08-13-20-3.17 Page 254 of 292 Availability of Funds Cash and checks can be routinely deposited at any BB&T now Truist branch for credit to the City’s account. Cash is available immediately. Any deposits made through the local Branch before 4:00 PM CT and check deposits made via our remote deposit system by 8:00 PM CT will be given immediate or “next day” availability in accordance with Regulation CC. Checks drawn on the State of Deposit and U.S. Treasury items are immediately available with same day ledger credit. On-Us items – immediate availability, Local or In-State items – one day availability, Out of state (Other) items – mostly 1 day but could have some 2 or 3 day availability. Funds received through ACH are given immediate availability if received before 5:00 PM. Incoming wire transfers will post to the City’s accounts until (CT): 5:30 PM Domestic, 5:00 PM International processed through CHIPS, and 5:15 PM International processed through FED. The City can transfer funds between BB&T now Truist accounts via CashManager Online. Same day account transfer offers intraday funds availability in the receiving account. The cut off for CashManager Online same day account transfers is 8:00 PM. Please see page 16 of our Commercial Bank Services Agreement for more information on Funds Availability. Resolution No. 08-13-20-3.17 Page 255 of 292 Effective June 1, 2010 Updated June 6, 2011 Supplemental List A Notes - Branch Menu Description RT Number Deadline Availability First Federal Reserve District Boston City 0110 Branch close 2 Boston RCPC 0113, 0114, 0115 Branch close 3 Windsor Locks RCPC 0111, 0116, 0117 0118, 0119, 0211 Branch close 3 Lewiston RCPC 0112 Branch close 3 Second Federal Reserve District East Rutherford City 0210, 0260, 0280 8000-0002, -0006, -0010, -0011, -0013 Branch close 2 East Rutherford RCPC 0212, 0214, 0219 Branch close 2 East Rutherford Country 0215, 0216 Branch close 3 Utica City 0220, 8000-0008 Branch close 2 Utica RCPC 0213, 0223 Branch close 2 Third Federal Reserve District Philadelphia City 0310, 0360 Branch close 2 Philadelphia RCPC 0311, 0319 Branch close 3 Philadelphia NJ RCPC 0312 Branch close 3 Philadelphia PA RCPC 0313 Branch close 3 Fourth Federal Reserve District Cleveland City 0410 Branch close 2 Cleveland RCPC 0412 Branch close 3 Cincinnati City 0420 Branch close 2 Cincinnati KY RCPC 0421 Branch close 2 Cincinnati KY RCPC On-Us Selects See Supplemental List A Branch close 0 Cincinnati RCPC 0422, 0423 Branch close 2 Pittsburgh City 0430 Branch close 2 Pittsburgh RCPC 0432 Branch close 2 Pittsburgh RCPC 0433 Branch close 2 Pittsburgh WV RCPC 0434 Branch close 2 Pittsburgh RCPC On-Us Selects See Supplemental List A Branch close 0 Columbus City 0440 Branch close 2 BB&T Funds Availability Schedule TX Select Resolution No. 08-13-20-3.17 Page 256 of 292 Columbus RCPC 0441, 0442 Branch close 2 Fifth Federal Reserve District Richmond City 0510 Branch close 2 Richmond City On-Us Selects See Supplemental List A Branch close 0 Richmond RCPC 0514 Branch close 2 Richmond RCPC On-Us Selects See Supplemental List A Branch close 0 Baltimore City 0520 Branch close 2 Baltimore City On-Us Selects See Supplemental List A Branch close 0 Baltimore RCPC 0521, 0522 Branch close 2 Charleston City 0519 Branch close 2 Charleston City On-Us Selects See Supplemental List A Branch close 0 Charleston RCPC On-Us Selects See Supplemental List A Branch close 0 Charleston RCPC 0515 Branch close 2 Charlotte City 0530 Branch close 2 Charlotte City On-Us Selects See Supplemental List A Branch close 0 Charlotte RCPC 0531 Branch close 2 Charlotte RCPC On-Us Selects See Supplemental List A Branch close 0 Charlotte RCPC Controlled Disbursement See Supplemental List A Branch close 1 Columbia City 0539 Branch close 2 Columbia City On-Us Selects See Supplemental List A Branch close 0 Columbia RCPC 0532 Branch close 2 Columbia RCPC On-Us Selects See Supplemental List A Branch close 0 Baltimore DC RCPC 0540 Branch close 2 Baltimore DC RCPC On-Us Selects See Supplemental List A Branch close 0 Baltimore DC MD RCPC 0550 Branch close 2 Baltimore DC MD RCPC On-Us Selects See Supplemental List A Branch close 0 Baltimore NOVA RCPC 0560 Branch close 2 Baltimore NOVA RCPC On-Us Selects See Supplemental List A Branch close 0 Baltimore WV RCPC 0570 Branch close 2 Baltimore WV RCPC On-Us Selects See Supplemental List A Branch close 0 Sixth Federal Reserve District Atlanta City 0610 Branch close 2 Atlanta City On-Us Selects See Supplemental List A Branch close 0 Atlanta RCPC 0611, 0612 Branch close 2 Atlanta RCPC On-Us Selects See Supplemental List A Branch close 0 Atlanta RCPC 0613 Branch close 2 Birmingham City 0620 Branch close 2 Birmingham RCPC 0621, 0622 Branch close 2 Birmingham RCPC On-Us Selects See Supplemental List A Branch close 0 Jacksonville City 0630 Branch close 2 Jacksonville RCPC 0631, 0632 Branch close 3 Jacksonville RCPC On-Us Selects See Supplemental List A Branch close 0 Nashville City 0640 Branch close 2 Nashville RCPC 0641, 0642 Branch close 2 Nashville RCPC On-Us Selects See Supplemental List A Branch close 0 New Orleans City 0650 Branch close 2 New Orleans AL RCPC 0651 Branch close 2 New Orleans RCPC 0652, 0654 Branch close 2 New Orleans MI RCPC 0653, 0655 Branch close 2 Miami City 0660 Branch close 2 Resolution No. 08-13-20-3.17 Page 257 of 292 Miami RCPC 0670 Branch close 3 Miami RCPC On-Us Selects See Supplemental List A Branch close 0 Seventh Federal Reserve District Chicago City 0710 Branch close 2 Chicago RCPC 0712, 0719 Branch close 2 Peoria RCPC 0711 Branch close 2 Detroit City 0720 Branch close 2 Detroit RCPC 0724 Branch close 3 Des Moines City 0730 Branch close 2 Des Moines RCPC 0739 Branch close 2 Indianapolis City 0740 Branch close 2 Indianapolis RCPC 0749 Branch close 3 Milwaukee City 0750 Branch close 2 Milwaukee RCPC 0759 Branch close 3 Eighth Federal Reserve District St. Louis City 0810 Branch close 2 St. Louis RCPC 0819 Branch close 2 St. Louis Country 0812, 0815, 0865 Branch close 2 Little Rock City 0820 Branch close 1 Little Rock RCPC 0829 Branch close 2 Louisville City 0830 Branch close 2 Louisville City On-Us Selects See Supplemental List A Branch close 0 Louisville RCPC 0813, 0839, 0863 Branch close 2 Louisville RCPC On-Us Selects See Supplemental List A Branch close 0 Memphis City 0840 Branch close 2 Memphis AK RCPC 0841 Branch close 2 Memphis MI RCPC 0842 Branch close 2 Memphis RCPC 0843 Branch close 2 Ninth Federal Reserve District Minneapolis City 0910, 0960 Branch close 2 Minneapolis RCPC 0918, 0919 Branch close 2 Minneapolis Country 0911, 0912, 0913 0914, 0915 Branch close 3 Helena City 0920 Branch close 2 Helena RCPC 0929 Branch close 2 Helena Country 0921 Branch close 2 Tenth Federal Reserve District Kansas City City 1010 Branch close 2 Kansas City Country 1011, 1012, 1019 Branch close 3 Denver City 1020 Branch close 1 Denver RCPC 1070 Branch close 2 Denver Country 1021, 1022, 1023 Branch close 2 Oklahoma City City 1030 Branch close 1 Oklahoma City RCPC 1039 Branch close 2 Oklahoma City Country 1031 Branch close 2 Omaha City 1040 Branch close 2 Omaha RCPC 1049 Branch close 2 Omaha Country 1041 Branch close 3 Resolution No. 08-13-20-3.17 Page 258 of 292 Eleventh Federal Reserve District Dallas City 1110, 8000-0003 Branch close 1 Dallas RCPC 1111, 1119 Branch close 1 Dallas Country 1113 Branch close 2 El Paso City 1120 Branch close 1 El Paso RCPC 1122, 1123, 1163 Branch close 1 Houston City 1130 Branch close 1 Houston RCPC 1131 Branch close 1 San Antonio City 1140 Branch close 1 San Antonio RCPC 1149 Branch close 1 Twelfth Federal Reserve District San Francisco City 1210, 8000-0001 Branch close 2 San Francisco RCPC 1211, 1212, 1213 Branch close 2 San Francisco Country 1214 Branch close 3 Los Angeles City 1220, 1223 Branch close 2 Los Angeles RCPC 1221, 1222, 1224 Branch close 2 Portland City 1230 Branch close 2 Portland RCPC 1231, 1232, 1233 Branch close 2 Salt Lake City City 1240, 8000-0005 Branch close 2 Salt Lake City RCPC 1241, 1242, 1243 Branch close 2 Seattle City 1250 Branch close 2 Seattle RCPC 1251, 1252 Branch close 2 Government U.S. Treasury Checks 0000-0050, -0051 Branch close 1 U.S. Postal Money Orders 0000-0020, -0119, -0800 Branch close 1 Savings Bonds 0000-9000 Branch close 1 FRB and FHLB Selects See Supplemental List A Branch close 1 Miscellaneous Internal 5XXX-XXXX Branch close 0 Foreign Canadian Canadian Branch close 4 Resolution No. 08-13-20-3.17 Page 259 of 292 Menu New 11/6/15 New 12/07/19 0421‐0211 0611-1341 2421‐7007 0312-0419 0510‐0002 0421‐0225 0611‐1959 2421‐7024 0312‐0471 0531‐0046 0421‐0226 0611‐9283 2531‐7164 0312-0595 0532‐7407 0421‐0229 0620‐0131 2631‐8445 0313-0199 0550‐0270 0421‐7448 0621‐0141 2631‐8966 0313-0376 0610‐0010 0510‐0032 0622‐0111 2631‐8978 0313-0602 0631‐0215 0514‐0236 0622‐0398 2631‐9138 0313-0881 0640‐0004 0514‐0265 0622‐0479 2670‐8376 0313‐0912 0640‐0339 0514‐0426 0622‐0619 2670-8711 0313-0944 0670‐0607 0515‐0245 0631‐0597 2670‐8974 0313-0955 0840‐0001 0515‐0339 0631‐1322 0313-1041 0840‐0695 0519‐0232 0642‐0816 0313-1051 0840‐7432 0530‐0393 0651‐0332 0313-1091 0531‐0112 0660‐1037 0313-1500 0531‐0129 0670‐0151 0313-1869 0531‐1163 0670‐0770 0313-1890 0532‐0160 0670‐0864 0319-0221 0539‐0150 0670‐1113 0319-0439 0540‐0154 0670‐9213 0319-1893 0550‐0330 0670‐9223 0550-0025 0560‐0531 0830‐0071 2313-7496 0570‐0066 0839‐0068 2319-7156 0611‐0362 0839‐7428 2520-7030 0611‐0456 1110‐1769 2550-7815 0531‐0171 2550‐7245 New 10/04/19 0531‐1051 0611‐0079 Checks drawn on these ABA's may be Controlled Disbursement items 0110‐0001 0260‐0973 0430‐1862 0610‐0876 0711‐0711 0810‐0091 1010‐0091 1120‐0001 1240‐0287 0110‐0053 0310‐0004 0440‐0050 0620‐0019 0720‐0029 0820‐0013 1011‐0194 1130‐0004 1250‐0001 0111‐0048 0410‐0001 0510‐0003 0630‐0019 0730‐0033 0830‐0059 1020‐0019 1140‐0072 1250‐0050 0210‐0120 0410‐0291 0519‐0002 0640‐0010 0730‐0091 0840‐0003 1030‐0024 1210‐0037 0212‐0400 0420‐0043 0520‐0027 0650‐0021 0740‐0020 0910‐0008 1040‐0012 1210‐0070 0212‐0639 0420‐0091 0530‐0020 0660‐0010 0740‐0101 0910‐0091 1110‐0003 1220‐0016 0213‐0500 0430‐0030 0539‐0008 0710‐0030 0750‐0012 0920‐0026 1110‐1083 1230‐0001 0220‐0026 0430‐0143 0610‐0014 0710‐0450 0810‐0004 1010‐0004 1119‐1083 1240‐0031 Federal Reserve and Federal Home Loan Bank Selects BB&T Funds Availability Schedule Supplemental List A Selected RT Numbers Updated December 10, 2019 BB&T On-Us Selects BB&T Controlled Disbursement Selects Resolution No. 08-13-20-3.17 Page 260 of 292 Effective November 16, 2007 Menu Notes to the Availability Schedule 1. This availability schedule supersedes all previously published schedules. It is subject to change without prior notification. 2. Funds availability and deadlines are for the deposit of items at BB&T branch offices. All deadlines are based on branch office ledger cut-off times. ATM deadlines may vary from branch office deadlines. 3. Availability is stated in business days from the date of ledger credit and is adjusted to reflect Federal Reserve Bank holidays and closings. 4. Items drawn on banks located outside of the local Federal Reserve territory may be subject to fractional availability. For example, if availability is stated as 1.05 days, this means that 95% of the funds are available in 1 day and 5% of the funds are available in two days. The fraction covers Federal Reserve and correspondent bank float chargebacks. BB&T incurs float chargebacks for missed clearing deadlines due to inclement weather, flight delays, equipment failures, and other reasons beyond the Bank's control. 5. Items drawn on thrift institutions (RT numbers starting with a 2 or 3) receive the same availability as items drawn on banks (RT numbers starting with a 0 or 1) located in the same geographic area. 6. Items are processed on high speed sorting equipment. Availability on rejected items may be deferred one additional day. 7. Forward collection items that are subsequently returned for non-payment may be assessed additional float. 8. This Schedule is confidential and proprietary. You may not share, reprint, or distribute the Schedule or any portion thereof without the prior express written consent of BB&T. BB&T Funds Availability Schedule Branch Deposits - Notes Resolution No. 08-13-20-3.17 Page 261 of 292 Tab H: Application Form III – Bank Performance Analysis Resolution No. 08-13-20-3.17 Page 262 of 292 Commitment to Financial Stability BB&T now Truist is rated one of the country’s safest and most sound financial institutions. With healthy capital levels, solid earnings, and credit ratings that are among the highest of our peer group, we continue to provide our clients peace of mind and a secure place to grow and borrow money. And thanks to the values that have guided us for more than 148 years, our clients can trust we have their best financial interests at heart, no matter the economic climate. BB&T now Truist has maintained and improved its strong capital position – all capital ratios are above Federal Reserve and FDIC standards for being Well Capitalized. BB&T now Truist is considered Well Capitalized according to Federal Reserve Board, FDIC, and OCC guidelines, rules and regulations concerning capital requirement and financial stress testing under the Dodd- Frank Act. BB&T now Truist is one of the largest financial services holding companies in the U.S. with $464 billion in assets and market value of $73 billion. Direct links for BB&T now Truist financial statements, including our annual reports, are available on our website: https://ir.truist.com/legacy-documents The Bank’s most recent Call Report is available on the FDIC’s website: https://cdr.ffiec.gov/public/ManageFacsimiles.aspx Investing in the communities where we live and work Our communities are our best investment. That’s why we’re committed to our work through the Community Reinvestment Act. From funding programs that support LMI individuals and communities to building the capacity of charitable and nonprofit organizations, we’re improving lives across the country. Our CRA public files include information about Truist’s lending, investment and service commitments throughout the communities where we work. BB&T rating: Outstanding SunTrust rating: Satisfactory Direct links for Truist’s CRA Public Files are below: https://www.bbt.com/about-us/community/cra/cra-public-file.html https://www.suntrust.com/about-suntrust/community-commitment/cra-public-file BB&T now Truist has been named one of the World’s Strongest Banks by Bloomberg Markets Magazine, one of the top three in the U.S. and in the top 15 globally. Resolution No. 08-13-20-3.17 Page 263 of 292 Truist Credit Ratings as of April 14, 2020 are listed below. Truist Financial Corporation S&P Moody’s Fitch DBRS Commercial Paper A-2 n/a F1 R-1(low) Issuer A- A3 A+ A(high) LT/Senior debt A- A3 A+ A(high) Subordinated debt BBB+ A3 A A Preferred Stock BBB- Baa2(hyb) BBB- BBB(high) Ratings Outlook: Credit Trend Stable Stable Stable Stable Truist Bank Rating S&P Moody’s Fitch DBRS LT/Senior unsecured bank notes A A2 A+ AA(low) Other long term senior obligations A n/a A+ AA(low) Other short term senior obligations A-1 n/a F1 R-1(middle) Short term bank notes A-1 P-1 F1 R-1(middle) Long term deposits n/a Aa2 AA- AA(low) Short term deposits n/a P-1 F1+ R-1(middle) Subordinated bank notes A- A3 A A(high) Resolution No. 08-13-20-3.17 Page 264 of 292 As of 03/31/2020 BB&T SunTrust Truist Liquidity Ratios Loan to deposits 85.57 90.48 88.02 Gross loans to total assets 64.92 70.41 64.51 Liquid assets to total assets 3.98 18.73 9.36 Problem loans to primary capital 3.63 10.37 3.98 Asset Quality Ratios Loan loss reserve to total loans 0.87 1.19 1.35 Non performing loans to total loans 0.75 2.09 0.86 Profitability Indicators Return on earning assets 1.29 1.21 1.12 Return on equity 8.54 9.35 7.07 Net interest margin 2.82 3.14 2.96 Capital Adequacy Indicators Capital to loans 19.82 17.84 20.19 Capital to total assets 12.86 12.21 13.02 Management Indicators Net charge-off to gross loans 0.18 0.25 0.24 CITY OF COLLEGE STATION, TEXAS RFA 20-051, DEPOSITORY BANK SERVICES APPLICATION FORM III BANK PERFORMANCE ANALYSIS As of 12/31/2017 Resolution No. 08-13-20-3.17 Page 265 of 292 Tab I: Additional Data and Other Requested Information Resolution No. 08-13-20-3.17 Page 266 of 292 Company Information Two Legacies, One Future: A Premier Financial Institution BB&T and SunTrust, two iconic franchises, have combined in a merger of equals to create the sixth- largest U.S. bank holding company. With 275 years of combined history serving clients and communities in high-growth markets, our new company will deliver the best of both companies’ talent, technology and processes. Truist Financial Corporation (NYSE: TFC) is a purpose-driven company dedicated to building a better future for its clients, teammates and communities. Truist is one of the nation’s largest financial services holding companies offering a wide range of services including retail, small business and commercial banking; asset management; capital markets; commercial real estate; corporate and institutional banking; insurance; mortgage; payments; specialized lending and wealth management. Truist is headquartered in Uptown Charlotte, North Carolina, in the heart of its vibrant financial district. Charlotte will also be home to our Innovation and Technology Center, where client inspiration will drive us to develop transformative banking experiences. Leadership Team The Truist Executive Leadership team is made up of 14 seasoned leaders committed to helping clients, teammates, and communities achieve more. Meet our leaders: https://www.truist.com/who-we- are/leadership Kelly S. King, Chairman and CEO, Truist Financial Kelly began his career with BB&T more than 45 years ago. Since then, he’s served in several leadership roles across the bank and became chief executive officer in 2009. Now as chairman and chief executive officer of Truist, he’s leading the bank to innovative new places. Resolution No. 08-13-20-3.17 Page 267 of 292 275 Years of Combined History Serving Clients and Communities Truist is a Top U.S. Bank Market Value ($BN) Assets ($BN) Loans ($BN) Deposits 1. JPMorgan Chase $433 1. JPMorgan Chase $2,765 1. Bank of America $973 1. JPMorgan Chase $1,525 2. Bank of America $315 2. Bank of America $2,426 2. Wells Fargo $955 2. Bank of America $1,393 3. Wells Fargo $239 3. Citigroup $2,015 3. JPMorgan Chase $935 3. Wells Fargo $1,308 4. Citigroup $170 4. Wells Fargo $1,944 4. Citigroup $692 4. Citigroup $1,088 5. U.S. Bancorp $95 5. U.S. Bancorp $488 5. Truist $308 5. U.S. Bancorp $360 6. Truist $73 6. Truist $464 6. U.S. Bancorp $295 6. Truist $330 7. PNC $68 7. PNC $409 7. Capital One $249 7. PNC $286 8. Capital One $48 8. Capital One $379 8. PNC $237 8. Capital One $257 9. Fifth Third Bancorp $22 9. Fifth Third Bancorp $171 9. Citizens Financial $118 9. Fifth Third Bancorp $125 10. M&T Bank $22 10. Citizens Financial $164 10. Fifth Third Bancorp $109 10. Citizens Financial $125 Source S&P Global for peer data. Truist assets, loans and deposits were obtained by adding corresponding BBT and STI balance sheet items from their 9/30/2019 filings and do not include any adjustments. Market data as of 12/6/2019. Market value reflects fully diluted shares Resolution No. 08-13-20-3.17 Page 268 of 292 History of BB&T and SunTrust: Two Narratives Become One This is the historic moment for two of America's most storied financial institutions. We share so many core values. But our stories are a little different. BB&T's story began in the aftermath of the Civil War. With much of the South in ruins, two men in Wilson, North Carolina decided the best way to rebuild was to create a bank people could believe in. In 1872, they opened their doors as Branch and Hadley to support the farming and small business community. And a long recovery began. Meanwhile, in Atlanta, Georgia, an unlikely group of grocers, dry goods merchants, and a man who made suitcases, set up the Commercial Traveler's Savings Bank with $36,048.17. In 1891, the Trust Company of Georgia was officially established. Now, these men weren't bankers. They were businessmen. So they knew a thing or two about what real people and real businesses needed. They helped many household names including Atlantic Ice and Coal, Georgia Power, and even a promising young beverage company called Coca-Cola, keeping their secret formula safe in the bank's vault for over 90 years. Back up in North Carolina, the 20th century had started full of promise. The now renamed Branch Banking and Trust Company continued to grow, adding mortgage and insurance. Then the stock market crash of 1929 plunged the entire country into depression. Thousands of banks failed as people pulled out their deposits in panic. But BB&T's quick-thinking branch manager opened up the vault to show clients their deposits were safe. While the big stack of money was actually a recent delivery of Postal Savings, it helped restore calm and BB&T's place as one of the few banks in North Carolina to make it through the Great Depression. Down in Atlanta, the postwar period saw the Trust Company of Georgia also helping get the city back on its feet. They established a program to help veterans buy farming machinery and work the land they'd fought so hard to protect. And on October 11, 1949, the first Trust Company of Georgia branch was opened on West Peachtree and 3rd. Fast forward to the 1980s, where a young group of leaders at BB&T emerged with a new vision far beyond an eastern North Carolina farm bank. This group, later known as the Fab Five, began to lead BB&T through a period of unprecedented growth. But they weren't the only ones prospering. In 1985, Trust Company of Georgia had merged with Sun Bank and SunTrust was born. Resolution No. 08-13-20-3.17 Page 269 of 292 A busy period of acquisitions followed, opening up new branches and expanding to 1,650 branches across Florida, Georgia, Maryland, Tennessee, Virginia, and District of Columbia. Throughout the '90s and 2000s, there was just no stopping BB&T and SunTrust as they continued their rapid growth outside their territory. Two Legacies: One Future Today, with 275 years of combined history serving clients and communities across the country, this is where our narratives meet, here, today. Two success stories lived in parallel, united by shared beliefs, coming together. The biggest banking deal in over a decade, creating the sixth largest bank in the US. This is living history in the making. And when we look back in 10, 50, 100 years' time, we'll know we witnessed the start of an incredible new chapter. Resolution No. 08-13-20-3.17 Page 270 of 292 Our Culture Truist: Our purpose, mission and values are the foundation for everything we do. Before Truist, BB&T and SunTrust were like-minded financial services companies with strong cultural alignment and high levels of teammate and associate engagement. A culture assessment conducted in May 2019 showed that both the BB&T and SunTrust organizations had much in common and were similarly aligned in many ways. Three of the most common words associates and teammates used to describe each of the companies' cultures were trust, caring and integrity. Culture was the most important foundational aspect of this historic merger of equals—the combination of two companies inspired, guided and driven by their mission and purpose. By lighting the way to financial well-being—SunTrust's purpose—we also achieved the long-standing mission of BB&T—to make the world a better place to live. Our common values and principles, such as honesty, teamwork, trust and courage, helps us create a workplace where our associates and teammates can learn, grow and be fulfilled in their work. The Truist culture is purpose- and mission-driven, client-centered and focused on our communities. This shared commitment will shape our strongest future. Our Purpose: To inspire and build better lives and communities. Our Mission: For clients: Provide distinctive, secure and successful client experiences through touch and technology For teammates: Create an inclusive and energizing environment that empowers teammates to learn, grow and have meaningful careers For stakeholders: Optimize long-term value for stakeholders through safe, sound and ethical practices Values: At BB&T now Truist, 5 core values represent our overarching beliefs. Values provide the context for how we make decisions and operate our business. Trustworthy: We serve with integrity. Caring: Everyone and every moment matters. One Team: Together, we can accomplish anything. Success: When our clients win, we all win. Happiness: Positive energy changes lives. “Our purpose, mission and values is much more than just words—it's the starting point for every decision we make. Over time, we believe a shared commitment to our culture will be the single biggest reason for the long-term success of Truist” said Truist Chairman and Chief Executive Officer Kelly S. King. Resolution No. 08-13-20-3.17 Page 271 of 292 BB&T was named on the FORTUNE “World’s Most Admired Companies®” list in the superregional bank category in 2019. BB&T received 11 Greenwich Excellence Awards in Small Business and Middle Market Banking from Greenwich Associates for our overall satisfaction and outstanding client service in 2018. Greenwich Associates provides data, analytics and insights to the Ƽ R E R G M E P W I V Z M G I W M R H Y W X V ] BB&T has been ranked No. 7 for Customer Experience Among Traditional Retail Banks in the 2019 Forrester US CX Index Benchmark. The CX Index measures how successfully a company delivers customer experiences that create and sustain loyalty. BB&T was named an overall leader in the 2019 Online Banking scorecard from Javelin Strategy & Research. In addition, BB&T was named a leader in the Customer Service and Security Empowerment scorecard categories. BB&T also earned a leader recognition in Financial Fitness and Security Empowerment categories in the 2019 Mobile Banking scorecard. BB&T Insurance Holdings, Inc., is the Fifth-Largest Insurance Broker in the Nation and Sixth-Largest Insurance Broker in the World, according to Business Insurance 2019 ranking. Training magazine recognized BB&T as one of the world’s Top 125 Organizations for Excellent Training in 2019. This marks the 17th consecutive year BB&T has received this coveted recognition. BB&T has been named one of the 2019 Best Banks in America by Forbes. Greenwich Associates has named BB&T a winner of nine Best Brand Awards for 2018 in small business and middle market banking. BB&T is tops among large regional banks and won awards for overall best brand, as well as best brand for trust and cash management among others. Freddie Mac named BB&T a 2019 Home Possible RISE Award Winner for Education. The award recognizes Freddie Mac’s top clients for excellence with Home Possible mortgages, an affordable lending solution for low-to-moderate income homebuyers. BB&T has been named a 2018 Winning Company by 2020 Women on Boards for our commitment to board diversity. The award recognizes company corporate boards with 20% or more women. BB&T ranked No. 246 on the 2019 FORTUNE 500 list of America’s largest corporations. BB&T tied for ƼJXLSZIVEPP among the 22 largest U.S. regional and national banks for digital banking according to the Dynatrace Banker Scorecard for Q4 2018. Recognitions BB&T and its subsidiaries are consistently recognized for superior client service, ƼRERGMEPWXVIRKXLWXEFMPMX]ERHGSQQYRMX]WIVZMGI Resolution No. 08-13-20-3.17 Page 272 of 292 C0006450001 Rev. 10-1-19 Expires 12-31-19 BB&T has been named a 2018 Champion by the National Cyber Security Alliance & the U.S. Department of Homeland Security for National Cyber Security Awareness Month, noting our dedication to promoting a safer, more secure and trusted internet. The U by BB&T mobile app is consistently rated highly by app users on the App Store and Google Play Store, at 4.8/5 stars and 4.7/5 stars respectively. The BBT.com homepage was named a Top 5% Most Accessible Homepage by WebAIM Million in August 2019. The accessibility benchmarking study regularly reviews the million most visited homepages on the web.1 Since we began The BB&T Lighthouse Project in 2009, we have completed more than 12,000 community service projects, provided more than 700,000 volunteer hours and helped change the lives of more than 18 million people! In 2019, we completed 1,100 community service projects, provided more than 70,000 volunteer hours and helped change the lives of more than 1.3 million people! BB&T has paid a cash dividend every year since 1903. BB&T Retirement & Institutional Services earned 17 Best in Class Awards and eight 7IVZMGI CommendationsMRXLI (IƼRIH'SRXVMFYXMSR Survey conducted by PLANSPONSOR magazine. 17 awards including: • Sponsor services • Investments and fee transparency • Plan administration )MKLX7IVZMGI'SQQIRHEXMSRWMRGPYHMRK • Participant website • Online meetings and support • Responsiveness © WebAIM. https://webaim.org/projects/million/update © 2019, Forbes Media LLC. Used with Permission. © 2019, Fortune Media IP Limited. FORTUNE, The World’s Most Admired Companies and FORTUNE 500 are registered trademarks of Fortune Media IP Limited and are used under license. FORTUNE and Fortune Media IP Limited are not affi liated with, and do not endorse the products or services of, BB&T. The 2018 Greenwich Associates Commercial Banking Study is with companies with sales of $1MM to $500MM and is based on more than 28,400 interviews. Branch Banking and Trust Company is a Member FDIC and an Equal Housing Lender . Credit products are subject to credit approval. Only deposit products are FDIC insured. McGriff Insurance Services, Inc., is a subsidiary of BB&T Insurance Holdings, Inc. Trust and investment management services are provided by Branch Banking and Trust Company. Other investment solutions are offered by BB&T Investments and BB&T Scott & Stringfellow, divisions of BB&T Securities, LLC, member FINRA/SIPC. BB&T Securities, LLC, is a wholly owned, nonbank subsidiary of BB&T Corporation. Securities, investments and insurance products or annuities sold, offered or recommended are: NOT A DEPOSIT • NOT FDIC INSURED • NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY • MAY GO DOWN IN VALUE • NOT GUARANTEED BY THE BANK BB&T and its representatives do not offer legal or tax advice. Consult your individual tax or legal professional concerning your personal situation. © 2019, Branch Banking and Trust Company. All rights reserved. 1 800-BANK BBT (800-226-5228) | BBT.com Resolution No. 08-13-20-3.17 Page 273 of 292 Additional Services to Consider Commerce Gateway Payables is an electronic payment and remittance solution designed to assist the City with streamlining and automating the accounts payable process. By breaking down traditional barriers that have blocked electronic payment adoption, it provides a practical path to transitioning accounts payable disbursements away from the inefficiencies surrounding paper checks and manual processing. Through a web-based application, the City connects securely to Commerce Gateway Payables to manage payment processing jobs from start to finish. The City’s authorized user transfers payment instructions and remittance detail to the Bank in virtually any data file format. A second user with the appropriate entitlements receives an email notification. They login, review the payment records and approve the transactions for release. The Bank automatically differentiates disbursements to be paid by Virtual Card, ACH, wire transfer and/or check. Electronic transactions are executed, and checks are printed and mailed. Clients utilizing this offering are leveraging their investment in ERP systems and Treasury Workstations to control all transaction initiation reviews and approvals prior to delivering their fully approved payment instruction data file. Please see the Commerce Gateway Payables Flyer on the following page for additional information. Resolution No. 08-13-20-3.17 Page 274 of 292 PAYABLES SOLUTIONS Commerce Gateway℠ Payables ABOUT Commerce Gateway Payables is an electronic payment and remittance solution designed to assist your company with streamlining and automating the accounts payables process. By breaking down traditional barriers that have blocked electronic payment adoption, it provides a practical path to transitioning accounts payable disbursements away from the inefficiencies surrounding paper checks and manual processing. Through a web-based application, your company connects securely to Commerce Gateway Payables to manage payment processing jobs from start to finish. HOW IT WORKS 1. Transmission of Payment Instructions Using our intuitive web application, your company’s authorized user transfers payment instructions and remittance detail to BB&T in virtually any data file format. 2. Validation & Approval A second user with the appropriate entitlements receives an email notification. They login, review the payment records and approve the transactions for release. 3. Payment Execution BB&T automatically differentiates disbursements to be paid by Virtual Card, ACH, wire transfer or check. Electronic transactions are executed, and checks are printed and mailed. 4. Remittance Delivery & Posting Your vendors receive email notifications, access the vendor web-portal, and obtain detailed remittance data. Flexible report and file format options simplify posting and eliminate unnecessary collection calls. 5. Confirmation Commerce Gateway Payables provides electronic confirmations to ensure job completion and validate payment execution. Extensive reporting and data export options enable efficient reconciliation. Resolution No. 08-13-20-3.17 Page 275 of 292 PAYABLES SOLUTIONS KEY FEATURES Automation Accepts virtually any data file in any format Requires minimal IT resources for setup due to simple web interface Converts checks automatically to Virtual Card or ACH with optional vendor enrollment program automatically Provides automatic analysis of data and disbursement for payment Remittance Delivers remittance information to vendors through a dedicated web portal or their bank using traditional EDI data Visibility & Control Provides control of the payment production process with an intuitive web-based application Stores payment information in a secure archive for viewing online Sends email notifications at both submission and release of payments to promote accuracy and security Includes job tracking for visibility of all payments in process to help verify accuracy and completion Integration Pays vendors by Virtual Card, ACH, wire and check all with a single file of payment instructions Processes Positive Pay check issue information without a separate file transmission Assigns check numbers to ACH payments for simplified reconciliation For Your Vendors Simplifies online enrollment making it easy to begin accepting electronic payments Automatically emails remittance advice Provides convenient access to remittance through SunGard®'s proven vendor web portal at no charge Allow access to view, download or print images of remittance documents Downloads remittance data in CSV, XML, BAI2, and STP820 formats to streamline importing and posting Offers dedicated support Includes self-service maintenance of account and contact information SERVICE OPTIONS Payments BB&T Virtual/Purchasing Card1 ACH (CCD+, CTX, PPD, PPD+)1 Custom Check Fulfillment Domestic and International Wire Transfer File Submission Web-based Buyer Portal Secure FTP Transmission Virtual Card Single-Use Account Numbers (No Plastic) Payment Controls Rebates (If Eligible) Vendor Enrollment Assistance Proactive outreach campaign to transition your vendors from check to Virtual Card or ACH Highly customized for each client’s needs and preferences Existing network of more than 100,000 vendors Outreach by phone, mail and email All support and maintenance provided by SunGard Powered by BB&T’s partnership with SunGard, the industry leader in transitioning to electronic payment Thorough status reporting throughout How will Commerce Gateway Payables improve your business? Contact your BB&T treasury management consultant to discuss your payables challenges and learn more. 1BB&T credit cards and ACH (Automated Clearing House) origination services are subject to credit approval. ©2014, Branch Banking and Trust Company, Member FDIC.. All rights reserved. Rev. 9/2014 Resolution No. 08-13-20-3.17 Page 276 of 292 Specific Terms & Conditions Term The current depository contract terms ends September 30, 2020. This contract shall become effective beginning October 1, 2020 and ending September 30, 2023 and it shall remain in full force and effect with Financial Institutions fixed prices for a period of three (3) years with two (1) one-year renewal options. Bank Response: The Bank acknowledges these terms and does its best to comply. Renewal Options The City shall have the option of renewing this contract, for two (2) additional one (1) year terms to be awarded one (1) year at a time. Contracts may be renewed upon mutual agreement of the Financial Institution and the City. The City will not consider Contract renewals which include any change in the Contract terms and conditions, except that the City may, upon renewal, mutually agree to change rates, fees or other costs. City will notify Bank thirty (30) days prior to end of original contract term of its desire to renew the contract. Bank Response: The Bank acknowledges these terms and does its best to comply. Month-to-Month If the City is actively pursuing new application procedures and for whatever reason, cannot finalize the selection process by the end of the contract period, the contract may be renewed month-to-month until a new contract is executed as long as the contract term and any renewals does not exceed five (5) years. Bank Response: The Bank acknowledges this condition and does its best to comply. Resolution No. 08-13-20-3.17 Page 277 of 292 Termination The City may terminate this Contract at any time upon sixty (60) calendar day’s written notice. The Financial Institution shall be compensated for the services satisfactorily performed prior to the termination date. If, through any cause, the Financial Institution fails to fulfill its obligations under this Contract, or if the Financial Institution violates any of the terms or conditions of this Contract, the City has the right to terminate this Contract by giving the Financial Institution five (5) calendar days written notice. The Financial Institution will be compensated for the services satisfactorily performed before the termination date. No term or provision of this contract shall be construed to relieve the Financial Institution of liability to the City for damages sustained by the City because of any breach of contract by the Financial Institution. The City may withhold payments to the Financial Institution for the purpose of setoff until the exact amount of damages due the City from the Financial Institution is determined and paid. Bank Response: The Bank acknowledges these conditions, however, all terms and conditions for damages are addressed in our Commercial Bank Services Agreement as well as our Treasury Management Agreement – both of which accompany this proposal. The bank also requests the same rights to terminate the agreement as the City has requested. Ownership and Management Should there be a change in the Financial Institution’s ownership or management the contract may be canceled at the option of the City unless a mutual agreement is reached with the new owner or manager to continue the contract pursuant the existing contract terms, conditions and pricing. Bank Response: The Bank acknowledges this condition and does its best to comply. Assignment It is agreed that the successful bidder will not assign, transfer, convey or otherwise dispose of the contract or its right, title or interest in or to the same, or any part thereof, without previous written consent of the City and any sureties. Bank Response: Services may be performed to services standards of final agreement by affiliates or subcontractors of the Bank and in the event of any type of merger or reorganization the services may be assigned or affiliate and subcontractors replaced without breach of the agreement. Client may discontinue services with no obligation to the Bank and client, except for payment of services performed. Resolution No. 08-13-20-3.17 Page 278 of 292 Mergers Notwithstanding any other provision of this contract which may be to the contrary, this contract and the prospective rights and obligations of the parties hereunder shall remain in full force and effect and not otherwise affected by a merger of the Financial Institution. Bank Response: The Bank acknowledges this condition and does its best to comply. Ownership of Documents Upon termination of this contract, all finished or unfinished documents or reports prepared by the Financial Institution at the option of the City will become the property of the City. Bank Response: The Bank acknowledges this condition and does its best to comply. Damages The successful Financial Institution shall be liable for all damages incurred while in the performance of services pursuant to this request. Bank Response: The Bank acknowledges this condition and does its best to comply. However, all terms and conditions for damages are addressed in our Commercial Bank Services Agreement as well as our Treasury Management Agreement – both of which accompany this proposal. Venue The contract shall be governed in all respects by the laws of the State of Texas. The parties agree that performance and all matters related thereto shall be in a state court of competent jurisdiction in Brazos County, Texas and further that neither party will seek to remove such litigation to the federal court system by application of conflict of laws or any other removal process to any Federal Court or court not in Texas. Bank Response: The Bank acknowledges these conditions and does its best to comply, but as the bank is a federally regulated institution that may not always be possible. If a federal law is in conflict with a state or local law, the federal law will supersede. The same thing would go for any type of court filings. Conflict of Interest No public official or City employee shall enter into a contract on behalf of the City which violates Exhibit D, Local Government Code – Chapter 171, Matters Affecting Public Officers and Employees, and are advised that all contracts are subject to all legal requirements provided in the City Charter and/or applicable City Ordinances, State and Federal Statutes. Bank Response: The Bank acknowledges these conditions and does its best to comply, but as the Bank is a federally regulated institution that may not always be possible. If a federal law is in conflict with a state or local law, the federal law will supersede. Resolution No. 08-13-20-3.17 Page 279 of 292 Collateral Requirements 1. Depository Pledge Agreement The City’s daily combined collected balances plus accrued interest must be secured with eligible securities as required by the Public Funds Collateral Act and the City’s approved Investment Policy, Exhibit A of this Request. As security for the deposits of the City, the Financial Institution shall pledge to the City securities with a value equal to at least 105% of the largest combined balance plus accrued interest the City maintains in the bank, less the amount provided by the Federal Deposit Insurance Corporation (FDIC). An estimate of the combined balance of all accounts is included on Application Form I. This Pledge shall be evidenced by a separate Depository Pledge (Custody Account) Agreement in accordance with the requirements of State and Federal Law. The value of the securities comprising the pledge shall be calculated using market value or book value whichever is lower. The securities pledged shall satisfy statutory requirements and the City’s Investment Policy. Bank Response: The Bank acknowledges this condition and does its best to comply. However, the bank will have the option to collateralize the excess funds via a Letter of Credit issued by the Federal Home Loan Bank of Atlanta or continue with the current method of using the Federal Reserve Bank. 2. Release or Substitution of Collateral No collateral pledged to the City will be withdrawn, released or substituted without the prior written consent of the City’s designated representative(s). The City will release collateral only if it is satisfied that such collateral is not needed as security for the City’s deposits. Bank Response: The Bank acknowledges this condition and does its best to comply. However, a timely response by the City to any collateral change substitutions, releases, etc. is requested. 3. Third Party Safekeeping Original safekeeping receipts from the third party trustee/custodial Financial Institution for all securities pledged to the City pursuant to the Depository Agreement will be provided to the City. It is understood and agreed that the City will have a first and prior lien upon all securities that are pledged to City. The City prefers the Federal Reserve Bank perform third party safekeeping of collateral pledged to the City. Bank Response: The Bank acknowledges this condition and does its best to comply. The Federal Reserve Bank of Boston is currently our third party agent. However, the Bank may use this option or the option of collateralizing the deposits via a Letter of Credit issued by the Federal Home Loan Bank of Atlanta. Resolution No. 08-13-20-3.17 Page 280 of 292 Safekeeping Receipts – In order to collateralize additional City deposits in excess of collateral then pledged to the City, original safekeeping receipt (see above) and the market value of additional securities pledged to City shall be provided to the City within five business days of such additional deposit. Bank Response: The Bank acknowledges this condition and does its best to comply. Monthly Report – The Third Party Safekeeping institution shall provide directly to the City a report of all securities pledged to the City as of the last day of each calendar month. The report shall show the complete security description including coupon rate, maturity date, par amount, and current market value of each item. Total par and market value amounts for all securities pledged to the City will also be shown. Report will be provided no later than five business days following the last day of each month. Bank Response: The Bank acknowledges this condition and does its best to comply. Certification and Delivery of Collateral – In accordance with State law, the Board of Directors of the selected Depository Bank will be required to provide a resolution of certification approving the commitment and delivery of the collateral to the safekeeping institution not later than five (5) days before the commencement of the contract period. Bank Response: A copy of our FIRREA compliant resolution is attached. The Bank acknowledges this condition and does its best to comply. As this requires Board approval, it will need to be added to the schedule of the next board meeting, once the award is made, so the five (5) day requirement may not be feasible. Pooled Collateral Program – The City does not have an interest in participating in a pooled collateral program. Bank Response: The Bank’s current preferred method of collateralization is a dedicated collateral program or a FHLB Letter of Credit– so this request should not be an issue. Resolution No. 08-13-20-3.17 Page 281 of 292 Tab J: Disclosures Resolution No. 08-13-20-3.17 Page 282 of 292 Disclosures Please note that the quoted terms, conditions and pricing are valid for 60 days from the proposal due date, unless expressly reaffirmed in writing. Some services offered to the City with this proposal are subject to the initial and subsequent review of the financial statements of the City, approval by BB&T now Truist and satisfactory completion of any necessary bank documentation. BB&T now Truist continually evaluates, adapts and modifies our financial center network, operations centers and platforms to fit the evolving needs of our customers and our business. Therefore the financial center, vault and/or processing center hours of operation, location and platforms, while current as of this proposal, are subject to change in the future. Any changes will be communicated in a timely and comprehensive manner. The Bank offers a wide array of services to its clients. Each service has many features and options. In the course of providing these services we may employ agents, employees or subcontractors (vendors) to service all of our clients utilizing a service to a particular client. In general, we will disclose in a proposal response any agents, employees or subcontractors (vendors) retained by us exclusively for and are dedicated solely to, the provision of services to a specific client and/or contract. Our response to this RFP does not constitute the acceptance of any binding terms or contract. The Bank’s response includes services that are offered in accordance with the attached banking agreements, applicable banking Agreement(s) and/or Attachment(s). All services in the Response are offered under the terms and conditions of The Bank’s attached agreements, which are incorporated by reference. Conflicts between the RFP and the Response will be resolved by priority to the Response, unless specifically changed or documented in the final agreements. The Bank reserves the right to review and adjust pricing resulting from regulatory changes prior to any cancellation or renewal. A Regulatory change can be defined by The Bank. This response is submitted and priced anticipating a comprehensive award of all services offered in the RFP. If any award separates the RFP services, then The Bank reserves the right to adjust options and pricing accordingly for the actual award of services. All services in this response are offered under the terms and conditions of the enclosed agreements. The Prices reflected on this RFP are for the services and products in response to this RFP only. Products and services not listed will be performed at the bank’s standard prices at the time of use. The Bank will make a good faith effort to negotiate any additional services with the client at a fair and competitive rate; however there is no obligation to do so. Resolution No. 08-13-20-3.17 Page 283 of 292 Tab K: Appendix 1.ATM Lease Agreement 2.FIRREA Compliant Board Resolution 3.Truist Disclosure 4.BB&T now Truist Notice Addendum 5.The Bank’s Commercial Bank Services Agreement is available on our website: https://www.bbt.com/content/dam/bbt/bbtcom/pdf/shared/customer-service/business-services- pricing-guide/commercial-bank-services-agreement.pdf Resolution No. 08-13-20-3.17 Page 284 of 292 ATM SPACE LEASE AMENDMENT THIS ATM SPACE LEASE AMENDMENT ("Amendment") is made this June 26, 2019 by and between The City of College Station, Texas, a Texas Home-Rule Municipality, ("Les sor") and Branch Banking and Tru st Company, a North Carolina banking corporation ("BB&T"). WITN ESSE TH : Wherea s the parties hereto previously e ntered into a BB&T ATM SPACE LEASE dated June 12 , 2014 (the "LEASE") for operation of an automated teller machin e and related equipment ("ATM"); and Whereas the part ies now desire to amend such Leas e in accordance with the following terms and provisions; Now, therefore, in consideration of the premises and agreements hereinafter set forth, Lessor and BB&T hereby amend the Lea se as follows: 1. Section 7. of the Lease is he reby de leted in its en tirety, and replaced by the following Section 7: 7. Te rm . The term of this Lease shall commence June 1, 2019 and shall terminate on May 31, 2021 . At any point during the term, either party may terminate this Lease for any r easo n and without penalty or liability (other than accrued r ent) by giving the other party written notice at lea st sixty {60) days prior to su ch termination . If BB&T sh all remain in possessio n of the Premises after th e expiration of th e re newal term, such possession shall be as a month t o month tenant. Durin g such month to month t e nan cy, r en t shall be payable at th e sa m e rate as that in effect durin g the la st month of the preceding term and th e remaining provisions of this Lea se s hall be applicable except that the Lease m ay be terminated u pon thirty (30) days writte n notice to th e other party. In all other respect s, the t erm s of th e Lease shall r ema in in full force a nd effect. IN WITNESS WHEREOF, Le ss or and BB&T have ca use d this Amendment to be sig n ed in thei r names by their du ly authorize d representatives and d e livered as their act and deed i ntending t o be lega ll y bound by its t e rm s and provi si ons . Resolution No. 08-13-20-3.17 Page 285 of 292 . --·--. ------·------------------------ The City of Co ll ege Station, Texas, a Texas Home-Rule Municipality ::m-e:-=-~=::eJ.:/A:~u:L=C=-=U=co==o~=== Title : ----=-C___.l?'---f'---_Af_0 -=f/___'----- Date : ----+-]-'-/--+1 }_1_1 ___ _ I BRANCH BANKING AND TRUST COMPANY By: _J_~-=----·_.........,4;;z----+-J -- Name: Matt Karst Title: REMOTE ATM MANAGER Date : 711 ~ )q Resolution No. 08-13-20-3.17 Page 286 of 292 Sample FIRREA Compliant Resolution At a duly convened meeting of the Board of Directors of Branch Banking and Trust Company, now Truist held in its offices at 214 N Tryon Street, Charlotte, NC 28202 on the _____ day of ______________, 20__ at which a quorum was present, among other business transacted, the following resolution upon motion duly made and seconded, was adopted and entered upon the minutes of the Financial Institution. Be it resolved further that the Agreement, the Security Agreement and the Pledge of securities approved by this resolution, shall continuously, from the time of their execution, be official records of this Financial Institution. The undersigned Secretary of the Board of Directors of Branch Banking and Trust Company, now Truist does hereby certify that the foregoing is a Resolution duly adopted by the Board of Directors at a meeting held on the aforementioned date, at which a quorum of the Directors were present and does further hereby certify that the Resolution has not been altered, amended, repealed or rescinded and is now in full force and effect. In WITNESS WHEREOF, I have hereunto subscribed my name this ____day of _________________, 20__ _______________________________________ Signature of Secretary _______________________________________ Printed Name Resolution No. 08-13-20-3.17 Page 287 of 292 Keeping you informed Our goal is to keep you fully informed as BB&T and SunTrust move forward as Truist. In the coming months, you will receive additional information regarding how any changes will impact you. For now, please read the following information concerning your accounts. As you are aware, Branch Banking and Trust Company (“BB&T”) merged with SunTrust Bank (“SunTrust”) and the combined bank is now known as Truist Bank (“Truist”). Although now Truist, we will continue to operate under the BB&T name for some period of time until our operating systems convert to Truist systems. While we continue to operate under the BB&T name, you will receive correspondence, statements and notices from BB&T regarding your BB&T accounts. AMENDMENT TO DOCUMENTS Effective on the date of the merger, any agreement, disclosure, form or instrument naming BB&T as a party, constitutes a valid and binding obligation with Truist even though the documents reference BB&T as the party in interest. The documents shall be read with Truist in place of BB&T. The terms and conditions of any agreement, disclosure, form or instrument shall remain in effect unless modified or amended in accordance with any such provision contained therein. IMPORTANT NOTICE REGARDING FDIC INSURANCE Your deposits at Truist will continue to be insured by the FDIC up to the maximum amount allowed by law. Any deposits you held separately at BB&T and SunTrust prior to the date of the merger will continue to be insured separately for a period of six months from the merger date. Any deposit made to an account you open on or after the date of the merger at BB&T is a Truist deposit for FDIC insurance purposes. Certificates of Deposit (CDs) are insured separately for six months from the merger date or until maturity, whichever is later. In addition, if you have a CD that is renewed for the same term and amount during this six-month transition period, the CD will continue to be insured separately until the next renewal date. After the six-month transition period, your deposits at the former BB&T and the former SunTrust will be added together for the purpose of determining the amount of your FDIC coverage at Truist. Your total deposits at Truist that are in the same ownership rights and capacity will be insured up to $250,000.00. If you have more than $250,000.00 in total deposits at the combined banks, you may call the FDIC directly at 877-275-3342 for more information about how your funds may be insured at Truist. CONSUMER PRIVACY Your privacy is important at Truist and we are committed to maintaining and protecting your personal information. After the merger date, accounts opened at BB&T will continue to be governed by the BB&T privacy policy up to the date of conversion of the operating systems to Truist. You will still be able to manage your privacy choices to fit your particular needs. We will keep you informed as to any changes to the privacy policy that may occur upon conversion to Truist. FRAUD PROTECTION Protecting your information and identity is our priority. BB&T will never send unsolicited emails, phone calls or texts asking you to provide, update or verify your personal or account information, such as passwords, Social Security numbers, personal identification numbers (PINs), credit or debit card numbers. If you receive an email that appears to be from BB&T (or Truist) and requests confidential personal information, ignore the message and report it to us at InternetFraud@BBandT.com. Discover what you can do to avoid scams with the help of our cyber security checklist and tips on BBT.com/Security. Truist Bank, Member FDIC. Equal housing lender. © 2019 Truist Financial Corporation. BBT C0003570349 Resolution No. 08-13-20-3.17 Page 288 of 292 Notice Regarding BB&T Merger Branch Banking and Trust Company (“BB&T”) has merged with SunTrust Bank and formed Truist Bank, a North Carolina banking corporation (“Truist”). As used in this Notice, the term “agreement” means any banking service agreement that is attached to or provided to you along with this Notice, and all other agreements, forms, or other documents, whether now or hereafter existing, executed or otherwise accepted in connection with such banking service agreement (including all extensions, modifications, or amendments to such banking service agreement). This Notice shall be deemed to be a part of each such agreement. Notwithstanding anything in an agreement to the contrary, all references to the bank in the agreement will be deemed to refer to and mean Truist, and such agreement is hereby modified accordingly. Each agreement constitutes a valid and binding obligation of Truist even though the agreement references BB&T as a party in interest, and such agreement shall be read with Truist in place of BB&T. By executing or otherwise accepting the terms of the agreement(s) attached to or provided to you along with this Notice, you acknowledge receipt of this Notice and agree that all documents comprising the agreements are subject to the provisions of this Notice. Resolution No. 08-13-20-3.17 Page 289 of 292 Exhibit D City Resolution Resolution No. 08-13-20-3.17 Page 290 of 292 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS, SELECTING A DEPOSITORY BANK AND AUTHORIZING THE MAYOR TO ENTER INTO A CONTRACT REGARDING SAME; AND CONTAINING OTHER PROVISIONS RELATED TO THE SUBJECT MATTER. WHEREAS, the City of College Station, Texas, gave notice to various banks, credit unions and saving associations requesting the submission of applications for the performance of depository services in accordance with § 105.012 Texas Local Government Code; and WHEREAS, in accordance with § 105.016 Texas Local Government Code the City Council of the City of College Station, Texas, now desires to designate Truist Bank to serve as a depository for the City’s funds; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: PART 1: That the facts and recitations set forth in the preamble of this Resolution are declared true and correct. PART 2: That the City Council hereby designates Truist Bank to serve as a depository for the City of College Station’s funds and herein so orders this to be recorded in its minutes. PART 3: That the City Council hereby approves the contract with Truist Bank for depository banking services under the terms and conditions set forth in the Bank Depository Contract attached hereto as Exhibit “A” and incorporated herein. PART 4: That the City Council hereby authorizes the Mayor to execute this Contract. PART 5: That this resolution shall take effect immediately from and after its passage. ADOPTED this day of , A.D. 2020. ATTEST: APPROVED: City Secretary MAYOR APPROVED: City Attorney Resolution No. 08-13-20-3.17 Page 291 of 292 Exhibit E Bank Resolution *Forthcoming – contingent upon City Council approval Resolution No. 08-13-20-3.17 Page 292 of 292