HomeMy WebLinkAboutResolution - 2015-R0259 - Contract - Wells Fargo Bank - Depository Services - 08/27/2015Resolution No. 2015-RO259
Item No. 6.15
August 27, 2015
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for
and on behalf of the City of Lubbock, Contract No. 12384 for Depository Services, by and
between the City of Lubbock and Wells Fargo Bank, of Lubbock, Texas, and related documents.
Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and
shall be included in the minutes of the City Council.
Passed by the City Council on August 27 2015 2015.
GLEN BERTSON, MAYOR
ATTEST:
Reb tca Garza, City Secretary
APPROVED AS TO CONTENT:
City Manager
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71, eputy i Attorney
RES.Contract-Nbr 12384 -Depository Services
8.6.15
Resolution No. 2015-R0259
CITY OF LUBBOCK, TX
Depository Services
This Service Agreement (this "Agreement") is entered into as of the 27 day of August 2015,
("Effective Date") by and between Wells Fargo Bank, N.A. (the Contractor),and the City of Lubbock
(the "City").
RECITALS
WHEREAS, the City has issued a Request for Proposals 15 -12384 -MA for Depository Services
WHEREAS, the proposal submitted by the Contractor has been selected as the proposal which
best meets the needs of the City for this service; and
WHEREAS, Contractor desires to perform as an independent contractor to provide Depository
Services, upon terms and conditions maintained in this Agreement; and
NOW THEREFORE, for and in consideration of the mutual promises contained herein, the City
and Contractor agree as follows:
City and Contractor acknowledge the Agreement consists of the following exhibits which are
attached hereto and incorporated herein by reference, listed in their order of priority in the event of
inconsistent or contradictory provisions:
1. This Agreement
2. Exhibit A —Depository Pledge Agreement, dated September 1, 2015, by and among City
(as Depositor), Contractor (as Bank), and The Bank of New York Mellon Trust
Company, N.A. (as Custodian)
3. Exhibit B — Proposal (including the Appendix A -F filed with original contract in the City
of Lubbock Secretary's Office and the agreements and service descriptions included
therein) and Fees
Scope of Work
Contractor shall provide the services that are specified in Exhibit B. The Contractor shall comply with all
the applicable requirements set forth in Exhibit B.
Article 1 Services
1.1 Contractor agrees to perform services for the City that are specified under the General
Requirements set forth in Exhibit B. The City agrees to pay the amounts stated in Exhibit
B, to Contractor for performing services.
1.2 Contractor shall use its commercially reasonable efforts to render Services under this
Agreement in a professional and business -like manner and in accordance with or
exceeding the standards and practices recognized in the industry.
1.3 The contract term shall be for a period of three (3) years with an option, at the City's
request, to renew for one additional two-year period under the same terms and conditions.
Article 2 Miscellaneous.
2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in
accordance with the applicable laws of the United States of America and the laws of said
State, without reference to choice of law provisions.
2.2 This Agreement is performable in, and venue of any action related or pertaining to this
Agreement shall lie in State or Federal courts in or for, Lubbock, Texas.
2.3 This Agreement and its Exhibits contains the entire agreement between the City and
Contractor and supersedes any and all previous agreements, written or oral, between the
parties relating to the subject matter hereof. No amendment or modification of the terms
of this Agreement shall be binding upon the parties unless reduced to writing and signed
by both parties.
2.4 This Agreement may be executed in counterparts, each of which shall be deemed an
original.
2.5 In the event any provision of this Agreement is held illegal or invalid, the remaining
provisions of this Agreement shall not be affected thereby.
2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of
any parties otherwise to insist upon strict performance of any provision hereof shall not
constitute a waiver of any subsequent breach or of any subsequent failure to perform.
2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their
respective heirs, representatives and successors and may be assigned by Contractor or the
City to any successor only on the written approval of the other party.
2.8 All claims, disputes, and other matters in question between the Parties arising out of or
relating to this Agreement or the breach thereof, shall be formally discussed and
negotiated between the Parties for resolution. In the event that the Parties are unable to
resolve the claims, disputes, or other matters in question within thirty (30) days of written
notification from the aggrieved Party to the other Party, the aggrieved Party shall be free
to pursue all remedies available at law or in equity.
2.9 At any time during the term of the contract, or within one (1) year thereafter, the City, or
a duly authorized audit representative of the City or the State of Texas, at its expense and
at reasonable times, reserves the right to audit Contractor's records and books relevant to
all services provided to the City under this Contract (it being understood and agreed that
the foregoing is a right to receive copies of such books and records rather than a right to
physically enter Contractors' premises and facilities). In the event such an audit by the
City reveals any errors or overpayments by the City, Contractor shall refund the City the
full amount of such overpayments within thirty (30) days of such audit findings, or the
City, at its option, reserves the right to deduct such amounts owing the City from any
payments due Contractor. Contractor shall have the right to challenge the findings of any
such audit in administrative and court proceedings, as appropriate.
2.10 All funds for payment by the City under the contract are subject to the availability of an
annual appropriation for such purpose by the City. In the event of non -appropriation of
funds by the City Council of the City of Lubbock for the goods or services provided
under the contract, the City will terminate the contract, without termination charge or
other liability, on the last day of the then -current fiscal year or when the appropriation
made for the then -current year for the goods or services covered by the contract is spent,
whichever event occurs first. If at any time funds are not appropriated for the
continuance of the contract, cancellation shall be accepted by Contractor on thirty (30)
days prior written notice, but failure to give such notice shall be of no effect and the City
shall not be obligated under the contract beyond the date oftermination.
2.11 Contractor shall obtain and maintain in full force and effect for the duration of this
contract, and any extension hereof, at Contractor's sole expense, insurance coverage
written by financially sound companies approved by the State of Texas, in the following
type(s) and amount(s):
TYPE AMOUNT
General Liability $ 1,000,000 (Occurrence)
Professional Liability $ 1,000,000 (Combined Single Limit)
In the erent of a conflict between the terms of this Service Agreement and the Depository
Pledge Agreement in Exhibit A. this Service Agreement shall control.
DEPOSITOR: C' y of u ck BANK: Wells Fargo k, National Association
GLE C BERTSON, MAYOR S GNATURE
Print Name
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ATTEST:
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Reber a Garza, City Secretary
APf ROVED T LATENT:
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Linda Cuellar. Director of Accounting
APPROVED AS TO FOR
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DEPOSITORY PLEDGE AGREEMENT
Exhibit A
756000590
City of Lubbock ("Depositor') has selected WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank")
as a depository for certain of its funds and Bank has agreed to act as the depository for those funds in accordance
with applicable laws, which require that Bank secure the deposited funds, to the extent not insured by the Federal
Deposit Insurance Corporation ("FDIC"), by pledging securities ("Eligible Securities") of any type (including, without
limitation, surety bonds and investment securities) permitted by the applicable provisions of Texas law in effect
from time to time (the "Governing Statutes"). THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION ("Custodian") has agreed to hold the pledged securities in safekeeping pursuant to the
terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants in this Agreement, Depositor,
Bank and Custodian agree as follows:
1. Grant of Security Interest, Instructions Re-garding Collateral. (a) Bank hereby grants to Depositor
a security interest in all Eligible Securities transferred to a collateral account (the "Collateral Account") established
pursuant to this agreement (the "Collateral"). Custodian agrees to serve as collateral agent for Depositor, pursuant
to the terms of this Agreement. For the avoidance of doubt, Custodian acknowledges and agrees that it does not
have and will not acquire or assert at any time in the future, and hereby expressly waives, any lien upon, security
interest in, setoff right or other right to charge the Collateral held in the collateral account for any obligation owed to
Custodian by Bank or Depositor. Until Depositor has the right to compel sale of the Collateral under Section 7
hereof, Custodian may act in accordance with the instructions of Bank, including, without limitation, the right of
Bank to unilaterally substitute Eligible Securities for the Collateral in accordance with Section 3 hereof. Addendum
"A" contains the names and specimen signatures of individuals authorized to act on behalf of Depositor, and
Addendum "B" contains the names and specimen signatures of individuals authorized to act on behalf of Bank.
Either Depositor or Bank may add or remove authorized representatives without the consent of the other at any
time by providing Custodian with a replacement addendum, duly executed by an authorized individual. In no event
shall the Custodian be responsible for determining whether the pledged securities are "Eligible Securities".
(b) Bank, Depositor and Custodian agree that all Collateral delivered to or received by Custodian for
deposit in the Collateral Account may be in the form of credits to the accounts of Custodian at a Securities
Depository or by delivery to Custodian of physical certificates in a form suitable for transfer to Custodian or with an
assignment in blank. Bank and Depositor hereby authorize Custodian to utilize such Securities Depositories and to
hold such physical securities or any combination thereof in connection with its performance hereunder. Collateral
credited to the Collateral Account and deposited in the Securities Depositories will be held, by book -entry notation,
in accounts that include only assets held by Custodian or its agent(s) for third parties, including but not limited to
accounts in which assets are held in a fiduciary, agency or representative capacity. Collateral that is not held in the
Securities Depositories will be held in Custodian's vault and physically segregated from securities and other non-
cash property belonging to Custodian. As used herein, the term "Securities Depository" or "Securities Depositories"
shall mean the Treasury/Reserve Automated Debt Entry System maintained at The Federal Reserve Bank of New
York for receiving and delivering securities, The Depository Trust Company and any other clearing corporation
within the meaning of Section 8-102 of the Uniform Commercial Code, as in effect from time to time.
2. Amount of Collateral. The aggregate market value of Collateral held by Custodian at all times during
the term of this Agreement must be in an amount not less than one hundred and two percent (102%) of (a) the
amount of the collected funds on deposit, increased by (b) the amount of accrued but uncredited interest, (c)
reduced by that portion of the funds insured by the FDIC. Such amount is hereinafter called the "Required
Collateral Value". In no event shall the Custodian be responsible for determining whether the Collateral Account
contains the Required Collateral Value.
3. Substitutions and Withdrawals of Collateral. If the aggregate market value of Collateral held by
Custodian at any time exceeds the Required Collateral Value, Bank may unilaterally withdraw any excess Collateral
by providing Custodian with a withdrawal notice signed by an authorized representative of Bank, provided that after
the withdrawal of any such excess Collateral, the remaining Collateral equals or exceeds the Required Collateral
Value. Additionally, Bank may unilaterally substitute Eligible Securities for any of the Collateral held by Custodian
at any time by providing Custodian with a substitution notice signed by an authorized representative of Bank,
provided that the market value of the Collateral following such substitution would equal or exceed the Required
Collateral Value. If Bank elects to require Depositor's written consent on a notice in connection with any withdrawal
or substitution which complies with this Section 3, Depositor agrees to provide it promptly upon Bank's request.
Custodian shall be entitled to rely on, and Bank and Depositor agree to hold Custodian harmless from, any actions
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taken pursuant to, and consistent with, the instructions given in a withdrawal or substitution notice under this
Section 3, whether unilateral or not.
4. Bank's Obligations. Bank shall perform all of the duties and obligations required of a depository under
applicable law with respect to collateralization of the funds of Depositor on deposit with Bank, including the duties
and obligations required under the Governing Statutes. At the expiration of the term of this Agreement, Bank shall
turn over to any successor depository designated by Depositor all funds held by Bank as depository. Bank will
furnish to Depositor a monthly statement listing a description of the Collateral. The statement will specify the par
value, market value, and maturity date of each component of the Collateral. Upon request, Bank shall provide to
Depositor a copy of Bank's most recent publicly available quarterly or annual financial statement.
5. Custodian's Obligations. (a) Custodian shall perform the duties and obligations required of
Custodian hereunder, in accordance with the provisions of the Governing Statutes. Upon transfer by Custodian of
Eligible Securities to the Collateral Account, including Eligible Securities substituted for other Collateral, Custodian
shall promptly identify such Eligible Securities on its books and records as being Collateral held pursuant to this
Agreement, and shall promptly issue and deliver to each of Bank and Depositor a duplicate receipt for such
Collateral. For the avoidance of doubt, it is understood and agreed that such receipts may be combined to identify
more than one transaction on any one business day and Custodian shall not be required to issue more than one
such receipt to Bank and Depositor on any business day. Bank and Depositor agree that they shall promptly
review all receipts delivered to them by Custodian and shall promptly advise Custodian of any error, omission or
inaccuracy in such receipts. In the event that Custodian receives such an advice, Custodian shall promptly
undertake to correct any errors, failures or omissions, provided that Custodian determines in its sole discretion that
such error, failure or omission actually occurred and shall notify Bank and Depositor of its action concerning each
such error, failure, or omission.
(b) Depositor agrees that, with respect to all securities held in the Collateral Account, Custodian by
itself, or through the use of the appropriate Securities Depository, shall, unless otherwise instructed to the contrary
by Bank or as provided in Section 7 hereof: (i) collect all payments reflecting interest and principal on the securities
in the Collateral Account; (ii) forward to Bank copies of all information or documents that it may receive from an
issuer of securities which, in the opinion of Custodian, is intended for the beneficial owner of the securities
including, without limitation all proxies and other authorizations properly executed and all proxy statements, notices
and reports; (iii) execute, as Custodian, any certificates of ownership, affidavits, declarations or other certificates
under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; (iv) hold
directly, or through the Book Entry System or Depository, all rights issued with respect to any securities held by
Custodian hereunder; and (v) upon receipt of written instructions from Bank, Custodian will exchange securities
held hereunder for other securities and/or cash in connection with (A) any conversion privilege, reorganization,
recapitalization, redemption in kind, consolidation, tender offer or exchange offer, or (B) any exercise, subscription,
purchase or other similar rights; provided, however, such exchanged securities shall continue to be held by
Custodian hereunder for the benefit of Depositor if such exchanged securities constitute Collateral. Upon receipt of
payments reflecting principal and interest or dividends on the securities in the Collateral Account, Custodian shall
transfer to Bank such principal and interest or dividend payments (either by credit to Bank's custody account at
Custodian or otherwise).
(c) Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its
action or omission to act or otherwise, except for any loss or damage arising out of its own negligence or willful
misconduct, and shall have no obligation hereunder for any loss or damage, including counsel fees, which are
sustained or incurred by reason of any action or inaction by any Securities Depository, provided, however, that
such loss or damage is not caused by the negligence or willful misconduct of Custodian. In no event shall
Custodian be liable to Depositor, Bank or any third parry for special, indirect or consequential damages, or lost
profits or loss of business, arising in connection with this Agreement. Bank agrees to indemnify Custodian and to
hold it harmless against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and
expenses of counsel, which Custodian may sustain or incur with respect to any third party claim or which may be
asserted by a third party against Custodian by reason of or as a result of any action taken or omitted by Custodian
in connection with operating under this Agreement, except those costs, expenses, damages, liabilities or claims
arising out of the negligence or willful misconduct of Custodian or any of its employees or duly appointed agents.
This indemnity shall be a continuing obligation of Bank notwithstanding the termination of this Agreement.
(d) Custodian may, with respect to questions of law specifically regarding the Collateral Account,
obtain the advice of reputable legal counsel and shall be fully protected with respect to anything done or omitted by
it reasonably and in good faith and without negligence, willful misconduct, bad faith or fraud in conformity with such
advice, provided, however, that nothing contained in this paragraph (d) shall be deemed to relieve Custodian of any
of its obligations pursuant to any other provision of this Agreement.
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(e) Custodian shall not be responsible for, or considered to be custodian of, any securities received by
it for deposit in the Collateral Account until Custodian actually receives and collects such securities directly or by
the final crediting of Custodian's account on the books of the appropriate Securities Depository. Custodian will be
entitled to reverse any provisional credits to the Collateral Account that were made in anticipation of the receipt of
securities or cash which were not subsequently received by Custodian.
(f) Custodian shall have no duties or responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement and no covenant or obligation shall be implied against
Custodian in connection with this Agreement.
(g) In performing hereunder, Custodian may enter into subcontracts, agreements and understandings
with third parties whenever and on such terms and conditions as it deems necessary or appropriate and which are
consistent with applicable law. If any of such subcontracts, agreements, or understandings with third parties are for
the deposit of Eligible Collateral for the benefit of Depositor, (i) such third party will qualify as a "permitted
institution" pursuant to the Texas Public Funds Collateral Act, (ii) Custodian shall cause such third party to provide
records to Custodian evidencing the deposit of Eligible Collateral with such third party, and (iii) records of the third
party relating to such Eligible Collateral will at all times state the name of Custodian. No such subcontract,
agreement or understanding shall discharge Custodian from its obligations hereunder.
6. Custodian's Reliance on Pricing Services. The Custodian is authorized to utilize one or more
generally recognized pricing information services (including brokers and dealers of securities) in order to provide
market values hereunder, and Bank and Depositor agree that Custodian shall not be liable for any loss, damage,
expense, liability or claim (including attorneys' fees) incurred as a result of errors or omissions of any such pricing
information service, broker or dealer.
7. Default and Remedies. If Bank defaults in performing its obligations under Section 4 above, or if Bank
is declared insolvent, or if a receiver is appointed for Bank, Depositor may, after providing Bank at least three (3)
business days prior written notice and opportunity to cure the default, and, if Bank fails to cure the default within
such (3) business day period, instruct Custodian to transfer the Collateral or any part thereof to a broker-dealer for
disposition in accordance with Depositor's instructions at a public or private sale. The proceeds of any such sale
shall be applied to satisfy any indebtedness owed by Bank to Depositor, and any excess proceeds shall be
returned to Bank. Depositor will also have any other remedies available under applicable law. The Custodian shall
be entitled to rely on and shall be held harmless from acts taken in accordance with such instructions from
Depositor.
8. Termination of Agreement. Any party to this Agreement may terminate this Agreement by giving thirty
(30) days prior written notice of termination to the other parties.
9. Applicable Law; Other Agreements. This Agreement is governed by the laws of the State of Texas.
All deposit accounts of Depositor will be subject to Bank's Commercial Account Agreement, Business Account
Agreement, or other applicable deposit account agreement, as in effect from time to time.
10. Force Majeure. Custodian shall not be responsible or liable for any failure or delay in the performance
of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its
reasonable control, including without limitation, acts of God, earthquakes, fires, floods, wars, civil or military
disturbances, sabotage, epidemics, riots, loss or malfunctions of utilities, computer (hardware or software) or
communications service, labor disputes, acts of civil or military authority, or governmental, judicial or regulatory
action; provided however, that Custodian shall use its best efforts to resume normal performance as soon as
practicable under the circumstances.
11. Jury Trial Waiver. EACH OF BANK, DEPOSITOR AND CUSTODIAN HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
12. 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 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 that is not possible, then this Agreement should be read as if that 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. THERE ARE NO ORAL
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AGREEMENTS OF THE PARTIES. Notices given under this Agreement must be addressed as set forth below the
signature of each party, and will be effective upon actual receipt by the addressee or upon refusal of delivery during
the normal business hours of the addressee.
Date of Agreement: August 27 '2015 .
DEPOSITOR: City of Lubbock
Signature:
Print
Name: Glenr. Robertson
Title: Mayor
PO Box 2000
Address. Lubbock, TX 79457
CUSTODIAN: THE BANK OF NEW YORK MELLON
TRUST COMPANY,
NATIONAL ASSOCIATION
Signature:
Print
Name'
Title:
Address:
BANK: WELLS FARGO BANK, NATIONAL ASSOCIATION
Signature:
Print
Name: Sheila Lvnch
Title: Vice President
333 Market Street St.15 Floor,
MAC: A0109-150
Address: San Francisco, CA 94105
-4-
1 Wall Street, Attn: BDS — Coll Mgr SFL
New York, NY 10286
DepP1dgAgmt-TX-BNY-2006(0519)
DEPOSITORY PLEDGE AGREEMENT
756000590
City of Lubbock ("Depositor") has selected WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank")
as a depository for certain of its funds and Bank has agreed to act as the depository for those funds in accordance
with applicable laws, which require that Bank secure the deposited funds, to the extent not insured by the Federal
Deposit Insurance Corporation ("FDIC"), by pledging securities ("Eligible Securities") of any type (including, without
limitation, surety bonds and investment securities) permitted by the applicable provisions of Texas law in effect
from time to time (the "Governing Statutes"). THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION ("Custodian") has agreed to hold the pledged securities in safekeeping pursuant to the
terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants in this Agreement, Depositor,
Bank and Custodian agree as follows:
1. Grant of Security Interest; Instructions Re-garding Collateral. (a) Bank hereby grants to Depositor
a security interest in all Eligible Securities transferred to a collateral account (the "Collateral Account") established
pursuant to this agreement (the "Collateral"). Custodian agrees to serve as collateral agent for Depositor, pursuant
to the terms of this Agreement. For the avoidance of doubt, Custodian acknowledges and agrees that it does not
have and will not acquire or assert at any time in the future, and hereby expressly waives, any lien upon, security
interest in, setoff right or other right to charge the Collateral held in the collateral account for any obligation owed to
Custodian by Bank or Depositor. Until Depositor has the right to compel sale of the Collateral under Section 7
hereof, Custodian may act in accordance with the instructions of Bank, including, without limitation, the right of
Bank to unilaterally substitute Eligible Securities for the Collateral in accordance with Section 3 hereof. Addendum
"A" contains the names and specimen signatures of individuals authorized to act on behalf of Depositor, and
Addendum "B" contains the names and specimen signatures of individuals authorized to act on behalf of Bank.
Either Depositor or Bank may add or remove authorized representatives without the consent of the other at any
time by providing Custodian with a replacement addendum, duly executed by an authorized individual. In no event
shall the Custodian be responsible for determining whether the pledged securities are "Eligible Securities".
(b) Bank, Depositor and Custodian agree that all Collateral delivered to or received by Custodian for
deposit in the Collateral Account may be in the form of credits to the accounts of Custodian at a Securities
Depository or by delivery to Custodian of physical certificates in a form suitable for transfer to Custodian or with an
assignment in blank. Bank and Depositor hereby authorize Custodian to utilize such Securities Depositories and to
hold such physical securities or any combination thereof in connection with its performance hereunder. Collateral
credited to the Collateral Account and deposited in the Securities Depositories will be held, by book -entry notation,
in accounts that include only assets held by Custodian or its agent(s) for third parties, including but not limited to
accounts in which assets are held in a fiduciary, agency or representative capacity. Collateral that is not held in the
Securities Depositories will be held in Custodian's vault and physically segregated from securities and other non-
cash property belonging to Custodian. As used herein, the term "Securities Depository" or "Securities Depositories"
shall mean the Treasury/Reserve Automated Debt Entry System maintained at The Federal Reserve Bank of New
York for receiving and delivering securities, The Depository Trust Company and any other clearing corporation
within the meaning of Section 8-102 of the Uniform Commercial Code, as in effect from time to time.
2. Amount of Collateral. The aggregate market value of Collateral held by Custodian at all times during
the term of this Agreement must be in an amount not less than one hundred and two percent (102%) of (a) the
amount of the collected funds on deposit, increased by (b) the amount of accrued but uncredited interest, (c)
reduced by that portion of the funds insured by the FDIC. Such amount is hereinafter called the "Required
Collateral Value". In no event shall the Custodian be responsible for determining whether the Collateral Account
contains the Required Collateral Value.
3. Substitutions and Withdrawals of Collateral. If the aggregate market value of Collateral held by
Custodian at any time exceeds the Required Collateral Value, Bank may unilaterally withdraw any excess Collateral
by providing Custodian with a withdrawal notice signed by an authorized representative of Bank, provided that after
the withdrawal of any such excess Collateral, the remaining Collateral equals or exceeds the Required Collateral
Value. Additionally, Bank may unilaterally substitute Eligible Securities for any of the Collateral held by Custodian
at any time by providing Custodian with a substitution notice signed by an authorized representative of Bank,
provided that the market value of the Collateral following such substitution would equal or exceed the Required
Collateral Value. If Bank elects to require Depositor's written consent on a notice in connection with any withdrawal
or substitution which complies with this Section 3, Depositor agrees to provide it promptly upon Bank's request.
Custodian shall be entitled to rely on, and Bank and Depositor agree to hold Custodian harmless from, any actions
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taken pursuant to, and consistent with, the instructions given in a withdrawal or substitution notice under this
Section 3, whether unilateral or not.
4. Bank's Obligations. Bank shall perform all of the duties and obligations required of a depository under
applicable law with respect to collateralization of the funds of Depositor on deposit with Bank, including the duties
and obligations required under the Governing Statutes. At the expiration of the term of this Agreement, Bank shall
turn over to any successor depository designated by Depositor all funds held by Bank as depository. Bank will
furnish to Depositor a monthly statement listing a description of the Collateral. The statement will specify the par
value, market value, and maturity date of each component of the Collateral. Upon request, Bank shall provide to
Depositor a copy of Bank's most recent publicly available quarterly or annual financial statement.
5. Custodian's Obligations. (a) Custodian shall perform the duties and obligations required of
Custodian hereunder, in accordance with the provisions of the Governing Statutes. Upon transfer by Custodian of
Eligible Securities to the Collateral Account, including Eligible Securities substituted for other Collateral, Custodian
shall promptly identify such Eligible Securities on its books and records as being Collateral held pursuant to this
Agreement, and shall promptly issue and deliver to each of Bank and Depositor a duplicate receipt for such
Collateral. For the avoidance of doubt, it is understood and agreed that such receipts may be combined to identify
more than one transaction on any one business day and Custodian shall not be required to issue more than one
such receipt to Bank and Depositor on any business day. Bank and Depositor agree that they shall promptly
review all receipts delivered to them by Custodian and shall promptly advise Custodian of any error, omission or
inaccuracy in such receipts. In the event that Custodian receives such an advice, Custodian shall promptly
undertake to correct any errors, failures or omissions, provided that Custodian determines in its sole discretion that
such error, failure or omission actually occurred and shall notify Bank and Depositor of its action concerning each
such error, failure, or omission.
(b) Depositor agrees that, with respect to all securities held in the Collateral Account, Custodian by
itself, or through the use of the appropriate Securities Depository, shall, unless otherwise instructed to the contrary
by Bank or as provided in Section 7 hereof: (i) collect all payments reflecting interest and principal on the securities
in the Collateral Account; (ii) forward to Bank copies of all information or documents that it may receive from an
issuer of securities which, in the opinion of Custodian, is intended for the beneficial owner of the securities
including, without limitation all proxies and other authorizations properly executed and all proxy statements, notices
and reports; (iii) execute, as Custodian, any certificates of ownership, affidavits, declarations or other certificates
under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; (iv) hold
directly, or through the Book Entry System or Depository, all rights issued with respect to any securities held by
Custodian hereunder; and (v) upon receipt of written instructions from Bank, Custodian will exchange securities
held hereunder for other securities and/or cash in connection with (A) any conversion privilege, reorganization,
recapitalization, redemption in kind, consolidation, tender offer or exchange offer, or (B) any exercise, subscription,
purchase or other similar rights; provided, however, such exchanged securities shall continue to be held by
Custodian hereunder for the benefit of Depositor if such exchanged securities constitute Collateral. Upon receipt of
payments reflecting principal and interest or dividends on the securities in the Collateral Account, Custodian shall
transfer to Bank such principal and interest or dividend payments (either by credit to Bank's custody account at
Custodian or otherwise).
(c) Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its
action or omission to act or otherwise, except for any loss or damage arising out of its own negligence or willful
misconduct, and shall have no obligation hereunder for any loss or damage, including counsel fees, which are
sustained or incurred by reason of any action or inaction by any Securities Depository, provided, however, that
such loss or damage is not caused by the negligence or willful misconduct of Custodian. In no event shall
Custodian be liable to Depositor, Bank or any third parry for special, indirect or consequential damages, or lost
profits or loss of business, arising in connection with this Agreement. Bank agrees to indemnify Custodian and to
hold it harmless against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and
expenses of counsel, which Custodian may sustain or incur with respect to any third party claim or which may be
asserted by a third parry against Custodian by reason of or as a result of any action taken or omitted by Custodian
in connection with operating under this Agreement, except those costs, expenses, damages, liabilities or claims
arising out of the negligence or willful misconduct of Custodian or any of its employees or duly appointed agents.
This indemnity shall be a continuing obligation of Bank notwithstanding the termination of this Agreement.
(d) Custodian may, with respect to questions of law specifically regarding the Collateral Account,
obtain the advice of reputable legal counsel and shall be fully protected with respect to anything done or omitted by
it reasonably and in good faith and without negligence, willful misconduct, bad faith or fraud in conformity with such
advice, provided, however, that nothing contained in this paragraph (d) shall be deemed to relieve Custodian of any
of its obligations pursuant to any other provision of this Agreement.
-2-
(e) Custodian shall not be responsible for, or considered to be custodian of, any securities received by
it for deposit in the Collateral Account until Custodian actually receives and collects such securities directly or by
the final crediting of Custodian's account on the books of the appropriate Securities Depository. Custodian will be
entitled to reverse any provisional credits to the Collateral Account that were made in anticipation of the receipt of
securities or cash which were not subsequently received by Custodian.
(f) Custodian shall have no duties or responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement and no covenant or obligation shall be implied against
Custodian in connection with this Agreement.
(g) In performing hereunder, Custodian may enter into subcontracts, agreements and understandings
with third parties whenever and on such terms and conditions as it deems necessary or appropriate and which are
consistent with applicable law. If any of such subcontracts, agreements, or understandings with third parties are for
the deposit of Eligible Collateral for the benefit of Depositor, (i) such third party will qualify as a "permitted
institution" pursuant to the Texas Public Funds Collateral Act, (ii) Custodian shall cause such third party to provide
records to Custodian evidencing the deposit of Eligible Collateral with such third party, and (iii) records of the third
party relating to such Eligible Collateral will at all times state the name of Custodian. No such subcontract,
agreement or understanding shall discharge Custodian from its obligations hereunder.
6. Custodian's Reliance on Pricing Services. The Custodian is authorized to utilize one or more
generally recognized pricing information services (including brokers and dealers of securities) in order to provide
market values hereunder, and Bank and Depositor agree that Custodian shall not be liable for any loss, damage,
expense, liability or claim (including attorneys' fees) incurred as a result of errors or omissions of any such pricing
information service, broker or dealer.
7. Default and Remedies. If Bank defaults in performing its obligations under Section 4 above, or if Bank
is declared insolvent, or if a receiver is appointed for Bank, Depositor may, after providing Bank at least three (3)
business days prior written notice and opportunity to cure the default, and, if Bank fails to cure the default within
such (3) business day period, instruct Custodian to transfer the Collateral or any part thereof to a broker-dealer for
disposition in accordance with Depositor's instructions at a public or private sale. The proceeds of any such sale
shall be applied to satisfy any indebtedness owed by Bank to Depositor, and any excess proceeds shall be
returned to Bank. Depositor will also have any other remedies available under applicable law. The Custodian shall
be entitled to rely on and shall be held harmless from acts taken in accordance with such instructions from
Depositor.
8. Termination of Agreement. Any party to this Agreement may terminate this Agreement by giving thirty
(30) days prior written notice of termination to the other parties.
9. Applicable Law: Other Agreements. This Agreement is governed by the laws of the State of Texas.
All deposit accounts of Depositor will be subject to Bank's Commercial Account Agreement, Business Account
Agreement, or other applicable deposit account agreement, as in effect from time to time.
10. Force Majeure. Custodian shall not be responsible or liable for any failure or delay in the performance
of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its
reasonable control, including without limitation, acts of God, earthquakes, fires, floods, wars, civil or military
disturbances, sabotage, epidemics, riots, loss or malfunctions of utilities, computer (hardware or software) or
communications service, labor disputes, acts of civil or military authority, or governmental, judicial or regulatory
action; provided however, that Custodian shall use its best efforts to resume normal performance as soon as
practicable under the circumstances.
11. Jury Trial Waiver. EACH OF BANK, DEPOSITOR AND CUSTODIAN HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
12. 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 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 that is not possible, then this Agreement should be read as if that 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. THERE ARE NO ORAL
-3-
AGREEMENTS OF THE PARTIES. Notices given under this Agreement must be addressed as set forth below the
signature of each party, and will be effective upon actual receipt by the addressee or upon refusal of delivery during
the normal business hours of the addressee.
Date of Agreement: August 27 2015
DEPOSITOR: C hof Lubboek
CUSTODIAN: THE BANK OF NEW YORK MELLON
TRUST COMPANY,
NATIONAL ASSOCIATION
Signature. Signature:
Print Print
Name: Glen C. Robertson Name
Title: Mayor Title:
PO Box 2000
Address: Lubbock, TX 79457 Address'
BANK: WELLS FARGO BANK, NATIONAL ASSOCIATION
Signature:
Print
Name: Sheila Lynch
Title: Vice President
333 Market Street St.15 Floor,
MAC: A0109-150
Address: San Francisco, CA 94105
-4-
1 Wall Street. Attn: BDS — Coll Mgr SFL
New York, NY 10286
DepPldgAgmt-TX-BNY-2006(0519)
ADDENDUM "A"
(Authorized Officers of Depositor)
One signature of any of the following authorized officers of Depositor is required to authorize actions to be
taken pursuant to the foregoing Depository Pledge Agreement. Individual who signs page 4 must also sign below.
Print
1. Name: Signature:
Phone/
Fax: Email:
Print
2. Name:
Signature:
Phone/
Fax:
Email:
Print
3. Name:
Signature:
Phone/
Fax:
Email:
Print
4. Name:
Phone/
Fax:
Signature:
Email:
-5-
DEPOSITORY PLEDGE AGREEMENT
756000590
City of Lubbock ("Depositor") has selected WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank")
as a depository for certain of its funds and Bank has agreed to act as the depository for those funds in accordance
with applicable laws, which require that Bank secure the deposited funds, to the extent not insured by the Federal
Deposit Insurance Corporation ("FDIC"), by pledging securities ("Eligible Securities") of any type (including, without
limitation, surety bonds and investment securities) permitted by the applicable provisions of Texas law in effect
from time to time (the "Governing Statutes"). THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION ("Custodian") has agreed to hold the pledged securities in safekeeping pursuant to the
terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants in this Agreement, Depositor,
Bank and Custodian agree as follows:
1. Grant of Security Interest; Instructions Regarding Collateral. (a) Bank hereby grants to Depositor
a security interest in all Eligible Securities transferred to a collateral account (the "Collateral Account") established
pursuant to this agreement (the "Collateral"). Custodian agrees to serve as collateral agent for Depositor, pursuant
to the terms of this Agreement. For the avoidance of doubt, Custodian acknowledges and agrees that it does not
have and will not acquire or assert at any time in the future, and hereby expressly waives, any lien upon, security
interest in, setoff right or other right to charge the Collateral held in the collateral account for any obligation owed to
Custodian by Bank or Depositor. Until Depositor has the right to compel sale of the Collateral under Section 7
hereof, Custodian may act in accordance with the instructions of Bank, including, without limitation, the right of
Bank to unilaterally substitute Eligible Securities for the Collateral in accordance with Section 3 hereof. Addendum
"A" contains the names and specimen signatures of individuals authorized to act on behalf of Depositor, and
Addendum "B" contains the names and specimen signatures of individuals authorized to act on behalf of Bank.
Either Depositor or Bank may add or remove authorized representatives without the consent of the other at any
time by providing Custodian with a replacement addendum, duly executed by an authorized individual. In no event
shall the Custodian be responsible for determining whether the pledged securities are "Eligible Securities".
(b) Bank, Depositor and Custodian agree that all Collateral delivered to or received by Custodian for
deposit in the Collateral Account may be in the form of credits to the accounts of Custodian at a Securities
Depository or by delivery to Custodian of physical certificates in a form suitable for transfer to Custodian or with an
assignment in blank. Bank and Depositor hereby authorize Custodian to utilize such Securities Depositories and to
hold such physical securities or any combination thereof in connection with its performance hereunder. Collateral
credited to the Collateral Account and deposited in the Securities Depositories will be held, by book -entry notation,
in accounts that include only assets held by Custodian or its agent(s) for third parties, including but not limited to
accounts in which assets are held in a fiduciary, agency or representative capacity. Collateral that is not held in the
Securities Depositories will be held in Custodian's vault and physically segregated from securities and other non-
cash property belonging to Custodian. As used herein, the term "Securities Depository" or "Securities Depositories"
shall mean the Treasury/Reserve Automated Debt Entry System maintained at The Federal Reserve Bank of New
York for receiving and delivering securities, The Depository Trust Company and any other clearing corporation
within the meaning of Section 8-102 of the Uniform Commercial Code, as in effect from time to time.
2. Amount of Collateral. The aggregate market value of Collateral held by Custodian at all times during
the term of this Agreement must be in an amount not less than one hundred and two percent (102%) of (a) the
amount of the collected funds on deposit, increased by (b) the amount of accrued but uncredited interest, (c)
reduced by that portion of the funds insured by the FDIC. Such amount is hereinafter called the "Required
Collateral Value". In no event shall the Custodian be responsible for determining whether the Collateral Account
contains the Required Collateral Value.
3. Substitutions and Withdrawals of Collateral. If the aggregate market value of Collateral held by
Custodian at any time exceeds the Required Collateral Value, Bank may unilaterally withdraw any excess Collateral
by providing Custodian with a withdrawal notice signed by an authorized representative of Bank, provided that after
the withdrawal of any such excess Collateral, the remaining Collateral equals or exceeds the Required Collateral
Value. Additionally, Bank may unilaterally substitute Eligible Securities for any of the Collateral held by Custodian
at any time by providing Custodian with a substitution notice signed by an authorized representative of Bank,
provided that the market value of the Collateral following such substitution would equal or exceed the Required
Collateral Value. If Bank elects to require Depositor's written consent on a notice in connection with any withdrawal
or substitution which complies with this Section 3, Depositor agrees to provide it promptly upon Bank's request.
Custodian shall be entitled to rely on, and Bank and Depositor agree to hold Custodian harmless from, any actions
- 1 -
taken pursuant to, and consistent with, the instructions given in a withdrawal or substitution notice under this
Section 3, whether unilateral or not.
4. Bank's Obligations. Bank shall perform all of the duties and obligations required of a depository under
applicable law with respect to collateralization of the funds of Depositor on deposit with Bank, including the duties
and obligations required under the Governing Statutes. At the expiration of the term of this Agreement, Bank shall
turn over to any successor depository designated by Depositor all funds held by Bank as depository. Bank will
furnish to Depositor a monthly statement listing a description of the Collateral. The statement will specify the par
value, market value, and maturity date of each component of the Collateral. Upon request, Bank shall provide to
Depositor a copy of Bank's most recent publicly available quarterly or annual financial statement.
5. Custodian's Obligations. (a) Custodian shall perform the duties and obligations required of
Custodian hereunder, in accordance with the provisions of the Governing Statutes. Upon transfer by Custodian of
Eligible Securities to the Collateral Account, including Eligible Securities substituted for other Collateral, Custodian
shall promptly identify such Eligible Securities on its books and records as being Collateral held pursuant to this
Agreement, and shall promptly issue and deliver to each of Bank and Depositor a duplicate receipt for such
Collateral. For the avoidance of doubt, it is understood and agreed that such receipts may be combined to identify
more than one transaction on any one business day and Custodian shall not be required to issue more than one
such receipt to Bank and Depositor on any business day. Bank and Depositor agree that they shall promptly
review all receipts delivered to them by Custodian and shall promptly advise Custodian of any error, omission or
inaccuracy in such receipts. In the event that Custodian receives such an advice, Custodian shall promptly
undertake to correct any errors, failures or omissions, provided that Custodian determines in its sole discretion that
such error, failure or omission actually occurred and shall notify Bank and Depositor of its action concerning each
such error, failure, or omission.
(b) Depositor agrees that, with respect to all securities held in the Collateral Account, Custodian by
itself, or through the use of the appropriate Securities Depository, shall, unless otherwise instructed to the contrary
by Bank or as provided in Section 7 hereof: (i) collect all payments reflecting interest and principal on the securities
in the Collateral Account; (ii) forward to Bank copies of all information or documents that it may receive from an
issuer of securities which, in the opinion of Custodian, is intended for the beneficial owner of the securities
including, without limitation all proxies and other authorizations properly executed and all proxy statements, notices
and reports; (iii) execute, as Custodian, any certificates of ownership, affidavits, declarations or other certificates
under any tax laws now or hereafter in effect in connection with the collection of bond and note coupons; (iv) hold
directly, or through the Book Entry System or Depository, all rights issued with respect to any securities held by
Custodian hereunder; and (v) upon receipt of written instructions from Bank, Custodian will exchange securities
held hereunder for other securities and/or cash in connection with (A) any conversion privilege, reorganization,
recapitalization, redemption in kind, consolidation, tender offer or exchange offer, or (B) any exercise, subscription,
purchase or other similar rights; provided, however, such exchanged securities shall continue to be held by
Custodian hereunder for the benefit of Depositor if such exchanged securities constitute Collateral. Upon receipt of
payments reflecting principal and interest or dividends on the securities in the Collateral Account, Custodian shall
transfer to Bank such principal and interest or dividend payments (either by credit to Bank's custody account at
Custodian or otherwise).
(c) Custodian shall not be liable for any loss or damage, including counsel fees, resulting from its
action or omission to act or otherwise, except for any loss or damage arising out of its own negligence or willful
misconduct, and shall have no obligation hereunder for any loss or damage, including counsel fees, which are
sustained or incurred by reason of any action or inaction by any Securities Depository, provided, however, that
such loss or damage is not caused by the negligence or willful misconduct of Custodian. In no event shall
Custodian be liable to Depositor, Bank or any third party for special, indirect or consequential damages, or lost
profits or loss of business, arising in connection with this Agreement. Bank agrees to indemnify Custodian and to
hold it harmless against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and
expenses of counsel, which Custodian may sustain or incur with respect to any third party claim or which may be
asserted by a third party against Custodian by reason of or as a result of any action taken or omitted by Custodian
in connection with operating under this Agreement, except those costs, expenses, damages, liabilities or claims
arising out of the negligence or willful misconduct of Custodian or any of its employees or duly appointed agents.
This indemnity shall be a continuing obligation of Bank notwithstanding the termination of this Agreement.
(d) Custodian may, with respect to questions of law specifically regarding the Collateral Account,
obtain the advice of reputable legal counsel and shall be fully protected with respect to anything done or omitted by
it reasonably and in good faith and without negligence, willful misconduct, bad faith or fraud in conformity with such
advice, provided, however, that nothing contained in this paragraph (d) shall be deemed to relieve Custodian of any
of its obligations pursuant to any other provision of this Agreement.
-2-
(e) Custodian shall not be responsible for, or considered to be custodian of, any securities received by
it for deposit in the Collateral Account until Custodian actually receives and collects such securities directly or by
the final crediting of Custodian's account on the books of the appropriate Securities Depository. Custodian will be
entitled to reverse any provisional credits to the Collateral Account that were made in anticipation of the receipt of
securities or cash which were not subsequently received by Custodian.
(f) Custodian shall have no duties or responsibilities whatsoever except such duties and
responsibilities as are specifically set forth in this Agreement and no covenant or obligation shall be implied against
Custodian in connection with this Agreement.
(g) In performing hereunder, Custodian may enter into subcontracts, agreements and understandings
with third parties whenever and on such terms and conditions as it deems necessary or appropriate and which are
consistent with applicable law. If any of such subcontracts, agreements, or understandings with third parties are for
the deposit of Eligible Collateral for the benefit of Depositor, (i) such third party will qualify as a "permitted
institution" pursuant to the Texas Public Funds Collateral Act, (ii) Custodian shall cause such third party to provide
records to Custodian evidencing the deposit of Eligible Collateral with such third party, and (iii) records of the third
party relating to such Eligible Collateral will at all times state the name of Custodian. No such subcontract,
agreement or understanding shall discharge Custodian from its obligations hereunder.
6. Custodian's Reliance on Pricing Services. The Custodian is authorized to utilize one or more
generally recognized pricing information services (including brokers and dealers of securities) in order to provide
market values hereunder, and Bank and Depositor agree that Custodian shall not be liable for any loss, damage,
expense, liability or claim (including attorneys' fees) incurred as a result of errors or omissions of any such pricing
information service, broker or dealer.
7. Default and Remedies. If Bank defaults in performing its obligations under Section 4 above, or if Bank
is declared insolvent, or if a receiver is appointed for Bank, Depositor may, after providing Bank at least three (3)
business days prior written notice and opportunity to cure the default, and, if Bank fails to cure the default within
such (3) business day period, instruct Custodian to transfer the Collateral or any part thereof to a broker-dealer for
disposition in accordance with Depositor's instructions at a public or private sale. The proceeds of any such sale
shall be applied to satisfy any indebtedness owed by Bank to Depositor, and any excess proceeds shall be
returned to Bank. Depositor will also have any other remedies available under applicable law. The Custodian shall
be entitled to rely on and shall be held harmless from acts taken in accordance with such instructions from
Depositor.
8. Termination of Agreement. Any party to this Agreement may terminate this Agreement by giving thirty
(30) days prior written notice of termination to the other parties.
9. Applicable Law; Other Agreements. This Agreement is governed by the laws of the State of Texas.
All deposit accounts of Depositor will be subject to Bank's Commercial Account Agreement, Business Account
Agreement, or other applicable deposit account agreement, as in effect from time to time.
10. Force Majeure. Custodian shall not be responsible or liable for any failure or delay in the performance
of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its
reasonable control, including without limitation, acts of God, earthquakes, fires, floods, wars, civil or military
disturbances, sabotage, epidemics, riots, loss or malfunctions of utilities, computer (hardware or software) or
communications service, labor disputes, acts of civil or military authority, or governmental, judicial or regulatory
action; provided however, that Custodian shall use its best efforts to resume normal performance as soon as
practicable under the circumstances.
11. Jury Trial Waiver. EACH OF BANK, DEPOSITOR AND CUSTODIAN HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
12. 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 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 that is not possible, then this Agreement should be read as if that 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. THERE ARE NO ORAL
-3-
AGREEMENTS OF THE PARTIES. Notices given under this Agreement must be addressed as set forth below the
signature of each party, and will be effective upon actual receipt by the addressee or upon refusal of delivery during
the normal business hours of the addressee.
Date of Agreement: August 27 2015 -
DEPOSITOR: Cily of Lubbock
Signature:
Print
Name: Glen C. Robertson
CUSTODIAN: THE BANK OF NEW YORK MELLON
TRUST COMPANY,
NATIONAL ASSOCIATION
Signature:
Print
Name.
Title: Mayor Title:
PO Box 2000
Address: Lubbock, TX 79457 Address:
BANK: WELLS FARGO BANK, NATIONAL ASSOCIATION
Signature:
Print
Name- Sheila Lvnch
Title: Vice President
333 Market Street St.15 Floor,
MAC: A0109-150
Address: San Francisco, CA 94105
-4-
1 Wall Street, Attn- BDS - Coll Mgr SFL
New York, NY 10286
DepPldgAgmt-TX-BNY-2006(0519)
ADDENDUM "A"
(Authorized Officers of Depositor)
One signature of any of the following authorized officers of Depositor is required to authorize actions to be
taken pursuant to the foregoing Depository Pledge Agreement. Individual who signs page 4 must also sign below.
Print
1. Name:
Signature:
Phone/
Fax:
Email:
Print
2. Name:
Signature:
Phone/
Fax:
Email:
Print
3. Name:
Signature:
Phone/
Fax:
Email:
Print
4. Name: Signature:
Phone/
Fax: Email:
-5-
Government & institutional Banking
Public Funds Collateral Unit
333 Market Street 15thFloor
MAC: Aolo9-i5o
San Francisco, CA 94105
To: The Federal Reserve Bank of Boston
Joint Custody Collateral U nit
P.O. Box 2076
Boston MA 02106-2076
Effective Date:
Escrow Account: City of Lubbock
Joint Custody a/c: K1BF
Release without substitution (Wells Fargo- PL -0000470)
Tel. 877-479-6603
Fax: 866-686-5441
FRB, Boston please accept this letter as your authorization to release securities on the attached list, per the
authorized signer below, from ABA 121000248
Wells Fargo Bank, N.A. will pledge collateral at Bank of New York Mellon Trust newly established account. This
provides authorization for the FRB account to be closed.
Signature: iL Signature:
Print Print
Name: Sheila Lynch Name:
Authorized Signature
Wells Fargo Bank, N.A.
Authorized Signature
City of Lubbock
Wells Fargo Bank
Instructions for Completing The BNY Mellon INFORM Client Set Up Request Form.
Only complete the Client Information & User Set UP sections of the form in order to provide user(s) access to
your daily collateral price reports. These areas are Blue & Shaded for your convenience
Please type or print all required information legibly.
Within the Client Information Section:
• Complete all information.
• Since this is your initial set up request, please ignore the last line: "Check if
information has changed: "
Within the User Set Up Section:
• Please provide the name(s) and e-mail address(s) of staff that you want to have access to INFORM
reporting.
• Since this is your initial set up, ignore the "User ID" and " Reset Code" portion. User ID(s) and Reset
Code(s) will be assigned during the INFORM set up process and returned to the primary contact by
BNY Mellon shortly after the first posting of collateral to your account takes place. The User ID and
Reset Code will be required if and when a user needs to have his/her password reset. A telephone
number for BNY Mellon's BDS Help Desk will also be given within the returned INFORM User set up
information packet.
After your initial sign on, the INFORM system will prompt each user to immediately change his/her password.
If you have any questions, please contact the Wells Fargo Public Funds Collateral Unit at 877-479-6603. Upon
completion, please return the INFORM Client Set Up Request along with your signed third party contract to the
address provided on the contact sheet.
Broker Dealer Services
Inform Client Set Up Request
THE BANK OF NEWYORK M FI,ON
Well Fargo Bank — A/C - NEW
BNYM Account Manager Contact:
Contact Name: Paul Messina Telephone #
Business Unit: Broker Dealer Services — Client Services Group Fax #:
Request Type:
® New Customer (select one type below) ❑ Existing Inform Customer —Maintenance
❑ Global (133) (Accounts on RE3) (update client services, users, accounts and/or reports
® Domestic (64) (Accounts on RE1) as designated below)
❑ Far East (135) (Accounts on RE4) Inform ID: (required)
Client Information:
Company Name: City of Lubbock
Address 1:
Address 2:
Address 3:
Primary Contact: Telephone:
E-mail Address: Fax :
Check if information has changed: ❑ Name ❑Address ❑Contact
User Set Up: ® Add User ❑ Delete User
User ID Reset Code
Name Print Clear/ (if assigned) 6 numeric Email Address Print Clear/
123456
123456
123456
123456
123456
123456
Services: Reports ® Price Report
Accounts: RE1
Parent Purchaser Group lease indicate whether accounts is on REI).
Special Instructions:
GIB PUBLIC FUNDS COLLATERAL UNIT
CONTACT INFORMATION
Mailing Address Wells Fargo Bank, N.A.
GIB Public Funds Collateral Unit
333 Market Street, 15th Floor
MAC: A0109-150
San Francisco, CA 94105
Toll Free Number: 877-479-6603
Fax Number: 866-686-5441
Email Address: Public FundsCollateralAwellsfargo.com
Contacts:
Sheila Lynch, Public Funds Collateral lynchsh a,wellsfar og com
Unit Manager (415)371-3278
Jeana Nguyen, Public Funds Analyst
Tatiana Dayers, Public Funds Analyst
David Ceballos, Public Funds Analyst
jeana.nguyenAwellsfar o
(415) 371-3277
tatiana.dayersc ,wellsfargo.com
(415) 371-3276
david.ceballos a,wellsfargo.com
(415) 371-3273
Exhibit B
SUBMIT TO:
CITY OF LUBBOCK,
.
urchasing & Contract Management
1625 1RimP Street, R 204
VUbb�ock
acct CITY OF LUBBOCK, TEXAS
Lubbock. Tx 79401-3830
AN EQUAL RFP 15 -12384 -MA
CONTACT PERSON:
Marta Alvarez
OPPORTUNITY
EMPLOYER Depository Services
TEL: 806.775.2573
FAX: 806.775 2164
http://purchasing.ci.lubbock.tx.us
TITLE: Bank Depository Services
SUBMITTAL DEADLINE:
June 19, 2015 at 3:00 p.m. CST
PRE PROPOSAL MEETING DATE, TIME AND LOCATION: N'A
m pn pawhmceAvdafterrhetimearddurrliaedabove, regardless
of the made ojdelirety. ahall he rearmed unopened.
RESPONDENT NAME:
Wells Fargo Bank
IF RETURNING AS A "NO RESPONSE", PLEASE STATE REASON.
MAILING ADDRESS:
1500 Broadway
CITY - STATE ZIP:
THE CITY OF LUBBOCK RESERVES THE RIGHT TO ACCEPT OR REJECT ANY AND
Lubbock, TX 79401
ALL PROPOSALS IN WHOLE OR IN PART AND WAIVE ANY INFORMALITY
IN THE COMPETITIVE PROPOSAL PROCESS. FURTHER, THE CITY
TELEPI IONE NO.
806-767-7473
RESERVES THE RIGHT TO ENTER INTO ANY CONTRACT DEEMED TO BE
IN THE BEST INTEREST OF THE CITY.
IT IS THE INTENT AND PURPOSE OF THE CITY OF LUBBOCK THAT THIS
FAX NO
806-767-7465
REQUEST PERMITS COMPETITIVE PROPOSALS. 1T IS THE OFFEROR'S
RESPONSIBILITY TO ADVISE THE CITY OF LUBBOCK DIRECTOR OF
E-MAIL:
Raine.l. oun -a wellsfar o.com
PURCHASING AND CONTRACT MANAGEMENT IF ANY LANGUAGE,
REQUIREMENTS, ETC, OR ANY COMBINATIONS THCRCOF.
FEDERAL TAX ID NO. OR SOCIAL SECURITY NO.
INADVERTENTLY RESTRICTS OR LIMITS THE REQUIREMENTS STATED
94-1347373
IN THIS RFP TO A SINGLE SOURCE. SUCH NOTIFICATION MUST BE
SUBMITTED IN WRITING AND MUST BE RECEIVED BY THE DIRECTOR
OF PURCHASING AND CONTRACT MANAGEMENT NO LATER THAN FIVE
(5) BUSINESS DAYS PRIOR TO THE ABOVE SUBMITTAL DEADLINE
THE OFFEROR IIEREBY ACKNOWLEDGES RECEIPT OF AND AGREES ITS PROPOSAL IS BASED ON ANY ADDENDA POSTED ON
BIDSVNC.CO 11
The City of Lubbock Chaner states that no officer or employee of the City can benefit from any contract, job, work or service for the municipality or be
interested in the sale to the City of any supplies, equipment, material or articles purchased Will any officer or employee of the City, or member of their
immediate family, benefit from the award of this proposal to the above firm)_ YES_ NO
IN COMPLIANCE WITH THIS SOLICITATION, THE UNDERSIGNED OFFEROR HAVING EXAMINED THE REQUEST FOR PROPOSAL, AND
BEING FAMILIAR WITH THE CONDITIONS TO BE MET, HEREBY SUBMITS THE ]FOLLOWING AN INDIVIDUAL AUTHORI7-EDTO BIND Ti IE
COMPANY MUST SIGN THE FOLLOWING SECTION FAILURE TO EXECUTE THIS PORTION MAY RESULT IN PROPOSAL REJECTION
By my signature 1 certify that this offer is made without prior understanding, agreement, or connection with any corporation. firm. business entity, or person
submitting an offer for the same materials, supplies, equipment, or service(s), and is in all respects fair and without collusion or fraud. I further agree that if the
offer is accepted, the offeror will convey, sell, assign• or transfer to the City of Lubbock nil right, title, and interest in and to all causes of action it may now or
hereafter acquire under the Anti-trust laws of the United Stales and lite State of Texas for price fixing relating to the particular commodity(s) or service (s)
purchased or •d by the City of Lubbock. At the City's discretion, such assignment shall be made and become encctive at the time the City tenders final
paym dor.
Sr. Business Relationship Mer/ AVP
eAuth,•zed Signature VTitle
Raine Youne 6/19/2015
Print/Type Name Date
THIS FORM MUST BE COMPLETED AND RETURNED WITH YOUR RESPONSE.
IV. Required banking services
This section lists all the services to be provided by the bank under this
agreement. The bank should provide the specific cost for each service.
The bank must respond to each item in order, and answer all specific
questions. Additional information and/or description of the service may
be included in the response.
Acknowledged and agreed.
A. Consolidated account structure
The bank is to provide a master consolidation account and zero balance
accounts from which daily balance a detail report is available. The City's
current account structure contains the following accounts:
Account title
Master Account — Main operating account of the City.
CYC Flex Spending Account — Reimbursements are paid out of this
account bi-weekly to cover flex medical and dependent care claims.
Payroll Account* — The City has bi-weekly payroll for approximately
2,20o employees representing a net average monthly payroll of
$4,600,000. The City offers payroll direct deposit utilized by
approximately 2,ioo employees.
Clearing Account* — Insufficient deposit items in the City's Master
Account are charged to this account. At the time the City's collection
agency collects funds on these items, this account receives the credit.
Loss Fund Account* — Any claims against the City (including LP&L) are
paid out of this account.
Liability Claims Account*
Lubbock Power & Light* — Utility collection account of LP&L.
Utilities Refund Account* — Customer refunds for the City's electric
utility are paid out of this account.
*These accounts will be swept daily into the City's Master Account
Zero balance account
The City currently uses a zero balance account (ZBA) structure for your
banking requirements. You can better control, manage, and maintain your
cash balances automatically — from one account rather than all your
accounts. In addition, you are able to make better funding and investment
decisions.
Wells Fargo Bank, NA
Account structure
You have a master depository account and multiple ZBA accounts that are
funded automatically from the master account, provided sufficient funds are
available.
As you already know, ZBAs offer many advantages. Instead of maintaining
balances in each of those accounts, all funds are concentrated into a master
account. This gives each department or division the ability to view their
account balance as if the funds were maintained in that account; but since the
funds are actually pooled into a single central account, you have more
flexibility to invest excess capital or benefit from earnings credits.
Our system is inherently flexible to accommodate the City's unique
requirements. For example, you can establish up to three tiers of accounts
within your ZBA structure, and you may link an unlimited number of zero
balance accounts to each master account. This lets you set up your ZBA
structure in a manner that makes most sense for your organization.
We report cumulative float with each ZBA transaction.
The ability to track deposits by location gives the City the ability to monitor
deposit activity more closely. This is a valuable management tool, especially
for organizations with distributed operations.
Wells Fargo deposit tickets may contain an auxiliary MICR field up to ten
digits. You can use the auxiliary field to track deposits by location or to track
other transaction information.
Funds flow
Funds will move from the master account into each ZBA account to cover
disbursements on a daily basis. Funds will also move from the ZBA accounts
and concentrate into the master on a daily basis. Your office uses accounts for
both collection and disbursement purposes, and the net transfers made daily
between your master and ZBA accounts to bring all ZBA account balances to
zero.
Reporting
We'll post each deposit — by posting date — directly to the parent account.
The location code and location name associated with each deposit will be
clearly indicated in your reporting and on your bank statement.
Deposit Location Reporting is available; it works in conjunction with our
account reconciliation service and provides sorting and subtotaling of
deposits by location.
Wells Fargo Bank, N.A.
B. Payment basis
The City intends to pay for its banldng services on a fee basis. The
account analysis shall be received by the fifth worldng day of the month,
and the master account may be debited for fees incurred, subject to any
errors identified by the City.
Analysis statements are provided online through the Commercial Electronic
Offices (CEO®) portal on the fifth business day of each month. An automatic
debit for analysis fees is posted on the iith calendar day of the month.
The City has the option of compensating on a fee or balance basis, or a
combination of both. Our standard approach for collecting fees is to debit
your account each month. We realize that monthly billing of analysis fees is
what is currently being utilized; however, the City also has the option to be
billed on a quarterly basis or even an annual basis in order to capitalize on
any monthly surplus earnings.
The billing period closes on the last day of the month. We calculate balances
and account activity on the fifth business day of the next month. Your analysis
statement is available electronically on the sixth business day; and the system
can send an automated email letting you know when it is available.
We mail paper analysis statements six to eight business days after the close of
the billing period.
We list adjustments on your analysis statement in a balance adjustments
section. The balance shown includes any adjustments for that cycle.
If you identify an error, you have up to 6o days from the receipt of your
analysis statement to notify us.
C. Wire transfer services
A standard wire transfer agreement will be executed with the bank. This
proposal should include a copy of your standard transfer procedures and
wire transfer agreement. The City requires adequate security provisions
and procedures. If the wire transfer requests are available on line, full
information should be submitted detailed the use.
Wire agreements
As an existing user of our wire transfer services, we do not require additional
agreements. However, for purposes of the RFP requirements, we have
attached copies of our standard agreements in the appendix -Tab F. These
documents include:
• Master Agreement for Treasury Management Services
• Acceptance of Services
■ Wire Transfer Services Security Procedure Agreement
■ CEO Service Description
■ Payment Manager Service Description
Wells Fargo Bank, N.A.
Security
We recommend dual custody for initiating free -form wires and for creating or
maintaining wire templates online. With dual custody, we require a second
user's approval of the free -form wire and wire templates before they take
effect.
If you elect to use single custody, you will need to enroll in our Secure
Validation service. This service provides you with an added layer of security
without requiring another user's approval when completing free -form wire
initiation or template maintenance.
Each time you initiate a free -form wire or perform template maintenance,
you'll select from a list of enrolled phone numbers to receive a six -digit
validation code that you'll enter online to complete the request.
Our CEO Wire Transfer service process requires two -factor user
authentication. Before anyone can initiate a wire, authorized users must log
on to the CEO portal using a Company ID, User ID, and password. We also
require an RSA SecurID fob -generated pass code.
Once users have been authenticated, the system allows the initiation process
for either repetitive or freeform wires to begin.
The CEO portal uses industry -standard 128 -bit Secure Sockets Layer (SSL)
encryption and requires use of a Company ID, User ID,
and Password to authenticate the City's users. For wire
transfers, the portal requires strong (two -factor)
authentication using an RSA SecurID fob.
Each user authorized by the City for wire functions
must possess an RSA SecurID fob and enter a pass code, which is generated
by the fob after the user enters a User PIN.
During login, or when users upgrade to strong authentication to initiate
transactions, passwords or token pass codes are masked for security reasons.
We encrypt and store all passwords on our servers using one-way hashing.
Incoming and outgoing transfers
The City can send and receive domestic and international wires, and transfer
funds between Wells Fargo accounts quickly, easily, and securely.
lncom,�z , %,�,lre s
We accept wire transfers from other Wells Fargo accounts and from the
Federal Reserve, SWIFT, and CHIPS (Clearing House Interbank Payments
System) networks. If a sender provides a valid account number in wire
instructions that arrive before our processing cutoff time, we'll post the
incoming funds to your account the same day.
Outgoing wires
Our wire transfer service processes correctly formatted outgoing payments on
a straight through basis according to your instructions. We manually review,
correct, and verify a payment that does not pass edits and that our system
cannot automatically correct.
Wells Fargo Bank, N.A.
Next, our system automatically ensures that there are adequate funds
available to process the wire and that a wire is not going to a country or
beneficiary on the U.S. Treasury's Office of Foreign Assets Control {OFAC)
Specially Designated Nationals and Blocked Persons list. If the wire meets
these requirements, our system releases it.
Initiation methods
Online and mobile
The City can sign on to our portal to initiate repetitive or free -form domestic
and international wires online. Using our mobile service, users can approve
any pending wire transfers and initiate repetitive wires.'
'Our mobile service only allows initiation of repetitive wires, and not free -form wires.
To initiate a repetitive wire, the City users:
• Search for the appropriate template or select it from a dropdown list.
• Enter the value date (which can be future -dated up to 6o days), the wire
amount, and beneficiary information (if not already built into the
template). High-volume wire customers can use a single screen to initiate
repetitive wires from multiple templates.
• Click the Submit button. The system then displays a confirmation, which
can be printed for the City's audit trail.
If the City does not require secondary approval, the system releases the wire
on the value date. If the template has been set up to require secondary
approval, we place the wire in the Pending Wires: Awaiting Verification
queue.
To initiate a freeform wire, the City users:
■ Input all required wire transfer fields, including credit currency, debit
account number, value date, wire amount, beneficiary account and bank
information, optional beneficiary and intermediary bank information, and
originator's reference data.
• Using our bank lookup tool, search for financial institution information by
name or reference number (Fedwire and routing transit number or SWIFT
address), select, and insert the name or number into the appropriate fields.
• Click the Submit button. The system then displays a confirmation.
• If the City does not require secondary approval, the wire is released on the
value date. If the template has been set up to require secondary approval,
we place the wire in the Pending Wires: Awaiting Verification queue.
■ With the bank's CEO Wire Transfer service, the City can set up approval
levels for different wire types and accounts. Once the wire initiation process
is complete, the approval process can begin.
Authorized approvers log on to the CEO portal and enter SecurID pass codes
to access the Wire Transfer service.
We display wires requiring approval by a secondary party in the Pending
Wires: Awaiting Verification queue. This queue displays only wires initiated
by other users and that the user has the authority to approve or reject.
Wells Fargo Bank, N.A.
Pending wires in the Awaiting Verification queue display summary
information, including value date, template name for repetitive wires, debit
account, wire amount, beneficiary name, and wire status (entered or initial
verification). Approvers can approve or reject one or more wires from this
summary list. Before approving or rejecting a wire, they also have the option
of reviewing full wire details.
■ If the approver chooses the full detail review, he or she can modify the wire,
if he or she has been given the authority to do so.
■ If the wire requires an additional verifier, it will remain in the Awaiting
Verification queue with a status of Version i after the first verifier approves
it. Before a wire can be released, the second verifier, now the actual
approver, would need to access all Version 1 status wires and approve them.
If the system rejects a wire, it appears in the Awaiting Repair queue. The
screen will display the reject reason entered in the full detail review. If an
approver repairs the wire, it will be displayed in the Awaiting Verification
queue for secondary approval.
After approval, if necessary, the wire transfer system automatically checks
that there are adequate funds available in the City's debit account and that the
transfer is not going to a country or beneficiary on the U.S. Treasury's Office
of Foreign Assets Control (OFAC) Specially Designated Nationals and
Blocked Persons list. Wires are released immediately afterwards.
Consolidated payables
You can send one file with multiple payment types (including wire transfers,
ACH payments, and checks) and remittance information directly from your
existing J.D. Edwards enterprise resource planning (ERP) system with our
Payment Manager service.
We accept most file formats and offer several file transmission protocols, as
well as an option to upload your file online.
Tele;,,=,zone
Users will call a single toll-free number and provide an account number,
personal identification number (PIN), and voiceprint; these are validated
through a voice response unit (VRU).
Repetitive wires set up on our system are completed through the VRU. To
complete a free -form wire, the user is transferred to a team member in the
Wells Fargo Wire Transfer department.
Au ciatic standing transfer order
To set up a repetitive wire transfer, you will tell us the criteria that our system
will use to determine the amount to send. You'll also specify initiation dates
and times for us to automatically send the transfers.
In v_ r�on
You can go to any Wells Fargo store to initiate a wire. You must have signing
authority on the account to initiate the request.
Wells Fargo Bank, N.A.
Deadlines
Incoming
We accept incoming wires from the Federal Reserve until 5:00 p.m. CT and
credit them the same day. We process incoming SWIFT transactions until
6:0o p.m. CT.
Outgoing
The opening time for outgoing wires is Too a.m. CT for all wire types
regardless of origination channel. We provide the cutoff times, which may
vary based on wire type and initiation method, in the following table. We
process requests we receive after our deadlines on the next business day.
Wn e - utoff times (CT)
Origination
�"
channel
online and
4:30 p.m.
7:00 p.m.
4:30 p.m.
3:30 p.m.
mobile
Consolidated
4:30 p.m.
4:30 p.m.
4:30 p.m.
4:30 p.m.
payables
Telephone
4:30 p.m.
7:00 p.m.
4:30 p.m.
3:00 p.m.
Automated
4:30 p.m.
7:00 p.m.
4:30 p.m.
3:00 p.m.
standing transfer
Reporting
You can access detailed current and previous day information on incoming
and outgoing wires through our online Wire Transfer Detail, Previous Day,
and Intraday Composite reports and through our Direct BAI file transfer
service.
Below is a sample of the information included in these reports, which can
vary slightly by report type:
• Customer name or account name and number
■ Wire amount
■ Processing date and time
• Receiving or originating bank
■ Correspondent bank, Fed, or SWIFT reference number
• Internal reference or confirmation number
• Value date, currency, wire text, transaction status, and so forth
You can tailor the online reports to show as much or as little detail as you
need. Reports are available for download in BAI V2, CSV, and Excel format,
and to view in HTML and PDF format.
You can also receive optional notifications* of rejected, successful and
unsuccessful outgoing wires, and incoming wires by email, fax, or text
message (or all three).
*Additional fees may apply.
Wells Fargo Bank, N A. 10
11
D. Automated daily balance reporting
The City requires an automated PC-based reporting system for access to
the closing ledger and available balances. Stipulate the time at which the
access is available and describe the system to be used. Reporting should
include balances and detail reporting. Samples of the reports are to be
included in the proposal.
The CEO portal is available 24 hours a day, 7 days a week, and provides you
with single sign -on access to account information and a wide range of
financial services. You can even customize your portal home page, so you can
view critical account balances and transaction information at a glance.
Wells Fargo understands that the City needs information about your accounts
throughout the day and we update intraday information approximately every
15 minutes. We report transactions that post to your accounts within minutes
or seconds of their receipt. We also update current ledger and available
balances on a real-time basis. The exact times will depend on the specific
transaction.
Designed as a one-stop shop for access to banking services, the CEO portal
also provides the City access to the following services:
Treasury Management
International Services
ACH Deletes & Reversals Online
Canadian Treasury Services
ACH Fraud Filter
Fore gn Exchange
ACH Inquiry
Trade Services Online
ACH Payments
TradeXchange: Export Services
ARP Register Maintenance
TradeXchange: Import Services
Basic Banking
TradeXchange: MIS and Images
Cash Vault
Credit, Loan, and Finance
Deposit Maintenance
Asset Based Lending
Desktop Deposit"
Business Credit Services
Document Retrieval
Credit Management
E -Boxy Decisioning
Fed Funds Online
Electronic Document Delivery
Global Fed Funds
Event Messaging
Interest Rate Management
Healthcare Claims Payments
Loan Document Templates
Healthcare Supplier Payments
Mortgage Information Reporting
Image Positive Pay
Receivables Financing
International ACH Payments
Supply Chain Finance
Lockbox
Warehouse Lending Finance
Payment and Delivery Preferences
WFBCI Customer Reporting
Payment Manager
Payment Manager File Validation Tool
Trust and Investment*
Retail Lockbox Image Archive
Fed Funds
Returned Item services
Institutional Investing: Reporting
Reverse Positive Pay
Institutional Investing: Trading
SAFE Transmission
Market Linked Investment Offerings
Self Administration
Mutual Fund Reporting
Statements & Notices
Mutual Fund Trading
Wells Fargo Bank, N.A.
Stops -Images -Search
Sweep Statements and Confirmations
Wells Fargo Business Online Banking
WellsTaxs payments
Wire Transfer
Prepaid Card Services
PayCard
Prepaid Card
Wells FargoO Visas Gift Card
Health Benefit Services
Health Benefit Services
Purchasing
Commercial Card Expense Reporting
Prime Services
Retirement Pian Payments
Retirement Professionals Workstation
Retirement Solutions
Securities Lending Reporting
Security Valuations
Trust Analytics
Trust Information Delivery
Trust Portfolio Reporting
Trust Transaction Management
Wells Capital Management
Wells Fargo Advantage Funds
Wells Fargo Securities - Fixed Income
Sales
Shareowner Services
Shareowner Client Connect
i
*Investment products are not FDIC- nsured, are not deposits of or guaranteed by the bank, and may lose
value. Deposit and credlt products are offered by Wells Fargo Bank, N.A. Member FDIC.
Features and capabilities
With our single sign -on system you can:
■ Centralize your payment and disbursement capabilities
■ Customize and download current day and previous day reports
■ Place stop payments, research transactions, and view images
■ Initiate a full range of transactions, including ACH and wire transfer, trade,
credit, and trust
■ Control access to your accounts, set user transaction limits, assign
administrators, and manage how transactions are authorized
■ Sign up for services right from your desktop
■ Receive time -sensitive notifications by email, text message, or fax
■ Mitigate fraud and operational risk with advanced monitoring and
decision-making tools
As an existing user of the CEO portal, you may already be familiar with
particular features of the system. The portal includes access to product
demos, and your staff can access tutorials and sign up for webinars taught by
trained product experts. User guides and answers to frequently asked
questions are also easily found on the site.
In addition, your dedicated client service officer, Megan Kiker, is always
available to provide assistance when needed.
Online reporting
Our Treasury Information Reporting service delivers online, customizable
information reporting for all your account activity. With a single sign -on, you
can view, print, or download your balances and transactions — and view
check images on select reports — for review in minutes.
Wells Fargo Bank, N.A.
12
You can choose from a number of standard reports that provide current and
previous day information, including comprehensive balance, summary, and
transaction detail, as well as reports on specific transaction types.
Reports can be downloaded as needed into your accounting, treasury
workstation, or spreadsheet applications. Download and viewing options vary
by report, but can include BAI V2, CSV, Excel, HTML, and PDF.
Current day
Our current day (intraday) reporting includes the following transaction types:
incoming and outgoing wire transfer, ACH debits and credits, remote
deposits with detail, lockbox deposits with availability, and lockbox detail.
Our standard storage provides access to seven calendar days of history. We
also offer optional extended storage of 3o, 6o, or go calendar days.
We update current day information multiple times throughout the day. We
report transactions that post, and we update current ledger and available
balances, on a real-time basis; the exact times depend on the specific
transaction.
Previatis day
Our previous day reporting includes all transaction types that post to your
accounts. Our standard storage provides access to seven calendar days of
history. We also offer optional extended storage of 30, 6o, go, or Ito calendar
days.
We update previous day information reporting by 5:3o a.m. Cf each banking
day.
Alerts
Event messaging is an optional service that complements our online
information reporting service. You can receive critical information alerts by
email, fax, or text message about:
■ ACH received and return activity
• Incoming and outgoing wires
• Intraday balances
• Positive pay exception activity
■ Returned items
■ Unauthorized incoming ACH transactions
Based on your direction, we can notify you immediately, once every hour,
once every two hours, once a day, or twice a day.
Available repo �s
We offer a variety of online reports and statements to support your treasury
management activity. The following table describes all statements and reports
that are available to you through our Treasury Information Reporting service.
13 Wells Fargo Bank. N.A.
Intraday reports
ACH Origination qs Provides summary information by ACH company ID for
ACH files that you submit for processing. It also Includes
detailed information on accepted or rejected transactions
as well as the ACH settlement number. If you use single
item settlement, you will see a settlement entry for each
transaction.
Wells Fargo Bank, NA 14
ACH Receive
Details all ACH transactions we receive that will post to
your account at the end of the current day.
ACH Return/NOC
Includes detailed Information (Including settlement
(notification of change)
Information) by ACH company ID for all ACH returns and
notifications of change (NOCs) for transactions you have
originated. NOCs Include corrected Information and
addenda records.
Deposit Detail _ a
Lists all electronically -made check deposits.
EDI Payment Detail
Provides both ACH and EDI payment data in a
comprehensive report format, and includes all addenda
records for supported segment types as well as settlement
Information. You can access EDI -formatted payment and
remittance Information on the same day it posts to your
account.
Intraday Composite
Provides balance, summary, and detailed transaction
Information, updated on a real-time basis.
Intraday Position
Shows an aggregated Intraday cash position across all
accounts you select, including total balances and total
debits and credits.
Intraday Return Item Detail
Offers detailed Information on checks that are going to be
charged back to a customer's account for reasons such as
nonsufficient funds or stopped payment.
Wire Transfer Detail Lists comprehensive current day memo -posted detail for
all outgoing and Incoming wires, grouped by type: book
transfers, domestic wires, and International wires.
Previous day reports
ACH Customer Activity Includes settlement information and adjustment detail, as
well as a summary of return activity. It also shows details
of reversals, deletions, and rejects.
Express Balance T Gives you a snapshot of previous day information,
Including balances, transaction summaries, images for
each check transaction, and transaction details for your
bank accounts.
Month -to -Date Balance Provides a daily summary of account balances, aggregate
float, and total transactions that posted to your accounts
for the month -to -date, prior month, or a specific date
range.
Wells Fargo Bank, NA 14
Previous Day Composite Provides a complete view of previous day information,
including balances, transaction summaries, Images for
each check transaction, and transaction details for your
accounts.
Previous Day Return Item Allows you to view details and Images of returns after they
are charged to your account.
Sweep Account Position* Shows Investment balance for the prior day, allows you to
track month -to -date dividend accruals, and lets you
calculate your dividends earned on the previous day, the
total book value of your cash, and your Investment
position for the next day.
Cycle reports and , Description
statements
ARP Statements and Includes your ARP statement and detailed transaction
Reports reporting on 14 optional reports.
ARP File Posting Shows a summary and details of your account
Confirmation reconciliation activity by date, Including check issues,
cancels, and voids, as well as stop payment requests,
releases, and renewals.
ARP Data Query Report Allows you to perform a query of your ARP data and
download the results In CSV or Excel.
DDA Cycled Statement Details checking activity the day after your statement cycle
closes.
*Far Money Market Mutual Fund Stagecoach Sweep' customers cnly. Investment products are not FDIC -
insured, are not deposits of or guaranteed by the bank, and may lose value. Deposit and credit products
are offered by Wells Fargo Bank, N A Member FDIC
Inquiry capabilities
Wells Fargo offers general inquiry capabilities online through our CEO portal,
which you'll access with a single sign -on. We also offer inquiry capabilities
within specific product applications of our online system. We've described
those services below.
Treasury Information Reporting
You can search for specific transactions within many of our online reports.
The table below includes specific search criteria available for several of our
reports.
Account number
Debit or credit transaction type
Account type
Amount or amount range
Currency
Reference number or reference number range
Date or date range
Location number or location number range
35 Wells Fargo Bank, N.A.
Stops -Images -Search
You can perform inquiries for issued and paid check transactions, deposits,
debits, credits, stop payments, or all posted items for up to seven years from
the posting date, and then print your results — all from a single web page.
You can also view details for each of the transactions within your search.
Range searches help you Iocate any items by date or dollar amount. You can
also search for specific items by entering check and customer reference
numbers. Transactions that qualify for stop payments or image requests are
identified so that you can:
■ Search for posted items
■ Initiate stop payments
• Renew or release stops
• View the status of items issued (outstanding, canceled, or voided)*
• View online images of checks, electronic deposits, or paper deposits that
have posted to your accounts
*Requires use of account reconciliation service.
Other inquiry capabilities
In addition to those services described above, we offer inquiry capabilities
through the online treasury management services shown in the table below.
ACH Inquiry I Lockbox
ACH Fraud Fitter Retail Lockbox Image Archive
Commercial Card Expense Reporting Returned Item Services
Desktop Deposit Reverse Positive Pay
Image Positive Pay Wire Transfer
Online statements and notices
You can access your statements, notices, and legal disclosures through our
single sign -on portal. You can reduce paper by accessing a PDF version of
your documents at your convenience.
Documents
ARP statement' Available four business days after your statement
cycle's cutoff date for up to 12 months .2
Commercial checking Available one to two business days after your
and savings accounts statement cycle's cutoff date' for up to 13 months
statement (current month and prior 12 months).
Client analysis statemene Available within two business days after your
statement cycle's cutoff date and for up to 13
months (current month and prior 12 months). Our
Wells Fargo Bank, N.A.
16
Documents
T exclusive interactive statement allows you to select
Individual or multiple items to trend up to 13
months of analysis history.
Deposit adjustment notice Available for up to 180 days after the adjustment is
processed.
Stop payment notice Y Available for 30 days after the stop payment is
processed.
Stop renewal notice Available for 30 days after the renewal is processed.
Legal disclosure Available until the expiration date (included with
your statements).
'ARP statements are available through our Treasury Information Reporting service; all other documents
are available through our Statements & Notices service.
=If you subscribe to ARP, this replaces your commercial checking statement and is availab;e through our
oni ne reporting sery ce.
'Statement availability var as by account type and services used.
4Cient analysts statements are also available in CSV, Excel, HTML, and ANSI X12 822 formats.
To simplify and streamline your processes, you can download multiple
statements and notices for your commercial checking and savings accounts,
and stop payment and deposit adjustment notices — all with one request. You
can also request statements individually. An email message lets you know
when your files are ready.
You'll find samples of all Treasury Information Reporting in the appendix -
Tab E.
Mobile banking _
In 2007, Wells Fargo became the first major U.S. bank "
to offer mobile services for commercial and corporate a�E
customers. With the CEO Mobile@ service, you can
perform many of the same tasks you access through k Uur
the portal, as well as additional functions such as
uploading business expense receipts or depositing P""'rd.'
checks using an iPhone, iPad, or Android device.*
*Requires i0S version 6.I or above or Android version 4.0 or 6
Vi Trouble log{ang in^
above.
Access the service from any smartphone and sign on 9 5ecvnty & Pmecy Pohcy
using your portal authentication credentials.
You can contact your treasury management sales consultant for a demo of our
mobile service, or visit wellsfargo.com ceomobile for more information.
Use the CEO Mobile service for
ACH payments Approve or reject domestic ACH transactions
Cash management Transfer funds between your corporate bank accounts at —
Wells Fargo and monitor ntraday account ba.ances and
17 Wells Fargo Bank, N.A.
C)
Use the CEO Mobile service for
transactions, Including controlled disbursement summary
and lockbox availability Information
Exception processing View positive pay images and make pay or return
f decisions
Fraud protection I View ACH Fraud Filter details and make pay or return
I decisions
Information reporting
View previous day and Intraday composite reports, as
well as detailed reports on controlled disbursements and
---�-- ---
"Requires 105 verslon 6.1 or above or Android verslon 4.0 or above.
lockbox deposits
Letters of credit
View balances, transactions, and funding details '
Making deposits
Deposit checks and money orders to your corporate bank
account using an (Phone, IPad, or Android device`
Mobile alerts
Receive notifications about critical transactions or items
that need your attention
Managing commercial cards
Cardholders can view remaining credit, review charges
and declines, and enter out-of-pocket expenses
Program administrators can set limits, maintain card
details, and manage the Merchant Category Code
i strategy
Managing commercial loans Review and reset rates for expiring term loans
Property management Maintain insurance certificates and document safety
Inspections and repairs
Supply chain finance
Tokenless authentication
User access control
Vendors and resellers can view detailed information
about credit, invoices, recent orders, and payments due
Use our One Time Code service to review and approve
Important transactions — even when you don't have your
4
token
Administer and reset passwords, approve dual custody
changes, and enable or disable users
Wire transfers
Approve or reject outgoing wires and Initiate templated
wires
---�-- ---
"Requires 105 verslon 6.1 or above or Android verslon 4.0 or above.
Wells Fargo Bank, N.A.
18
rg
E. Sweep account provisions
If the City chooses, the bank will be responsible for automatically
sweeping the balances in all accounts daily to an investment option
(money market fund, repo, etc.). Describe the sweep options and, if a
money market fund is used, provide a prospectus. The accounts will be
swept to the compensating balance.
Due to the current sweep rate environment, we are not recommending our
sweep products to the City. The current interest rate cycle is such that sweep
investments are not returning as well as bank's ECR We proactively watch
interest rate cycles and inform the City when it's economically advantageous
to move into sweep products.
However, as you've requested, we've detailed below our automated
Stagecoach Sweep's investment options: Preferred Option, Repurchase
Agreement Option, and Money Market Mutual Fund Option. Each offers the
following benefits:
Automated investment of funds
By sweeping automatically each night, you eliminate the need for costly and
time-consuming manual funds transfers to and from investment accounts.
Accuracy of funds transfer
The sweep transfer occurs after all of the day's debits and credits are posted to
your account, ensuring the sweep won't accidentally overdraft your account.
Investment options
Preferred Option
This is a fully automated, end -of -day investment sweep that automatically
invests excess collected balances into an interest-bearing offshore account at
our Cayman Islands branch. At the opening of the neat business day, we
return the funds and any interest to your checking account for your use.
Although the Preferred Option requires a minimum investment of $1oo,000,
you can invest balances under $ioo,000 by combining the Preferred Option
with the Repurchase Agreement Option. This ensures you are always fully
invested, regardless of your balance.
Note: Funds transferred to the offshore account are not Insured by the Federal Deposit
Insurance Corporation (FDIC), the U.S. government, or any government agency; In a
liquidation have lesser preference than deposits held in the United States; and are subject to
cross-border risks.
NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
Repurchase Agreement Option
This option automatically sweeps excess collected balances at the end of each
business day into a repurchase agreement investment. At the opening of the
next business day, we'll return the funds and any interest to your account; you
generate earnings overnight while maintaining access to your cash during the
day.
Wells Fargo Bank, N.A.
Note: Investments in repurchase agreements are not deposits, are not Insured by the FDIC
and are not guaranteed by the United States government or any agency of it, or by the
bank, nor is it the bank's obligation to repurchase company's interest in any securities. The
securities held by Wells Fargo as collateral may or may not be guaranteed by the U.S.
Government, but such guaranty does not Flow to you, the investor. All securities carry
investment risk and may lose value. General banking assets may be used to satisfy
Wells Fargo's obligations under a repurchase agreement. The interest rate on a repurchase
agreement is not the same as the rate on government securities. The repurchase agreement
contains specific provisions and additional disclosures. Please read It carefully.
NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
Money Market Mutual Fund Option
This option automatically sweeps excess collected balances into a Wells Fargo
Advantage Funds® money market mutual fund investment. Funds stay
invested until you need them, and you generate earnings without sacrificing
access to your cash.
When you set up this option, you'll choose a checking account target balance.
At the end of each day, if your account balance is above the target, we
automatically sweep the excess into an FDIC insured omnibus account.
At the beginning of the next business day, we transfer the funds to the money
market mutual fund custodian, where they are invested in a non -FDIC
insured, non-bank guaranteed money market mutual fund.
Note: This is just a summary. For complete Information, please see the Wells Fargo
Stagecoach Sweep Service Description and the current prospectus for the Wells Fargo
Advantage Funds. Wells Fargo Funds Management, LLC, a wholly owned subsidiary of
Wells Fargo & Company, provides investment advisory and administrative services for
Wells Fargo Advantage Funds. Other affiliates of Wells Fargo & Company provide sub -
advisory and other services for the Funds. The Funds are distributed by Wells Fargo Funds
Distributor, LLC, Member NASD/SIPC, and affiliate of Wells Fargo & Company. Your
investment In a money market mutual fund will be pooled with funds belonging to other
Investors in an omnibus Investment account in the name of Wells Fargo as agent on behalf of
all Its customers Invested In the money market mutual fund. An Investment in a money
market mutual fund Is not insured by the FDIC or any other government agency. Although
the mutual funds seek to preserve the value of your investment at $1.00 per share, It is
possible to lose money by Investing in a money market mutual fund. In addition, mutual
funds are not guaranteed by Wells Fargo and may lose value. For more Information
regarding the money market mutual fund investment sweep option, obtain a current
prospectus for the money market mutual fund by visiting wellsfargoadvantagefunds.com, by
calling 1-800-260-5969, or by contacting your Wells Fargo relationship manager. Consider
the investment objectives, risks, charges, and expenses of the Investment carefully before
investing. This Information can be found In a current prospectus. Please read It carefully
before investing.
NOT FDIC INSURED • NO BANK GUARANTEE - MAY LOSE VALUE
Wells Fargo Bank, NA 20
21
F. Investment of Idle Funds and Safekeeping of City
Securities
All certificates of deposit bought by the City will be bought on a
competitive basis. The City has no obligation to invest its funds with or
through the bank. If the bank is proposing overnight repurchase
agreements, an executed Master Repurchase Agreement is required. In
order to Adfill GASB requirements for reporting, if a repurchase
agreement is executed by the bank itself, the collateral must be held in
the trust department of the bank in a separate account.
Agreed. If the City chooses to purchase certificates of deposit from
Wells Fargo, rates will be negotiated on as need and per situation basis.
All securities will be handled on a delivery versus payment (DVP) basis
as they are cleared into and out of the account. All clearing and
safekeeping will be in the bank or its correspondent. All correspondent
and safekeeping arrangement will be stipulated in the proposal.
Wells Fargo Securities (WFS) is the trade name for the capital markets and
investment banking services of Wells Fargo & Company and its subsidiaries,
including but not limited to Wells Fargo Securities, LLC, a member of NYSE,
FINRA, NFA and SIPC, Wells Fargo Prime Services, LLC, a member of
FINRA, NFA and SIPC, and Wells Fargo Bank, NA Wells Fargo Securities,
LLC, and Wells Fargo Prime Services, LLC are distinct entities from affiliated
banks and thrifts.
The WFS investment representative who currently works with the City is
Chuck Landry, located in our Dallas, TX office. He can be reached directly at
214-777-4018, and his contact email address is chuck.landry@wellsfargo.com.
Wells Fargo has been helping institutional clients, including nonprofit
organizations, manage their finances for more than 15o years. WFS builds on
that tradition by offering investment products, services, and expertise to
finance directors and business administrators for public institutions across
America. We have a local, customer -focused approach to business; therefore,
our customers benefit from our in-depth knowledge of their region and
unique investment needs.
WFS works with institutional clients who prefer to manage their own
investments. We provide investment solutions through various products:
■ U.S. treasury bills, notes and bonds
■ Federal agency securities
■ Corporate bonds
■ Commercial paper
• Brokered certificates of deposit
• Taxable and tax-exempt money market mutual funds
■ Other money market securities
Wells Fargo Bank, N.A.
WFS offers the following services to our customers:
• The Wells Fargo CEO portal, which provides online access to customers'
brokerage account activity, statements, and positions 24 hours a day, 7 days
a week; including online trading for money market mutual funds during
normal trading hours as well as portfolio management tools. Money market
mutual fund transactions can also be originated through the CEO portal.
• Investment policy development, providing assistance in establishing
guidelines for managing public funds.
• Portfolio analytics, assisting in investment strategy development, security
comparison tools, portfolio performance measurement, and interest rate
risk advisory services.
■ Portfolio accounting through the Wells Fargo low cost portfolio accounting
system, which is an internet-based accounting and reporting package
designed specifically for fixed-income portfolios.
■ Safekeeping, assisting in managing cash flow and providing portfolio
management information.
• Underwriting, with our Public Finance division providing capital project
funding.
Wells Fargo Securities, LLC, provides its brokerage clients with self -clearing
bank safekeeping services. Securities purchased by WFS customers are held
in custody with Wells Fargo Bank, N.A., a FRB member. Safekeeping activity
is subject to annual audits by our internal auditors, Wells Fargo Audit
Services, Inc., and by our external auditors, KPMG.
Securities purchased by the City will be settled through delivery versus
payment (DVP) either through the Depository Trust Company (DTC) or the
Bank of New York (BONY). Securities belonging to customers who have
safekeeping with Wells Fargo Bank, N.A. (bank safekeeping) are held in
accounts titled "Wells Fargo Bank Safekeeping Services." The securities are
recorded in the customer name on our internal system of record. Our books
and records are reconciled daily with those of the depositories. Physical
securities registered in the customer's name or in WFS' nominee name are
held in the Bank of New York's (BONY's) securities vault. These securities are
counted and reconciled at least quarterly.
Fees and charges are competitive within our industry. Please refer to the
enclosed fee schedule included in the appendix -Tab A. Although we are
providing a fee schedule in this response, please note that we are currently
waiving all Safekeeping fees for clients who do trading with WFS.
WFS provides a written confirmation of each trade. However, in conjunction
with Rule lob-io(b) from the Securities and Exchange Commission which
allows for alternative period reporting, WFS does not send written
confirmations for money market mutual fund transactions, including
purchases, redemptions, dividends and dividend reinvestment.
Wells Fargo Bank, N.A. 22
23
Customers may receive additional documentation without request, depending
on the type of transaction. These include interest, principal, call or maturity
advices. Customers may elect to receive their statements through the CEO
portal, or through U.S. mail. Customers may receive additional
documentation without request, depending on the type of transaction. These
include interest, principal, call, or maturity advices.
The deadline for cash (same-day) settlements is 12:00 P.M. CT. There is no
charge for late delivery instructions, but those will be done on a best-efforts
basis.
By providing the resources of a respected, national financial services firm
with our local expertise and commitment to customer service, WFS provides
our customers with the best of both worlds. Each of our investment
representatives are part of an experienced team of brokers, traders and sales
assistants, ensuring that someone is always available to assist customers.
G. Standard disbursing services
Standard disbursing services for all accounts are required to include the
payment of all checks upon presentation.
Wells Fargo makes every effort to pay checks as intended by the City. We
highly recommend that the City continue using our Positive Pay with Payee
Validation be utilized to help avoid checks being paid for an amount other
than what is issued, or to a payee that is not authorized to receive funds.
We also image checks and make them available to the City by three delivery
channels: online, in an image transmission, or on a disk.
Check imaging
Online
Image retrieval is available as part of our Stops -Images -Search service, which
lets you immediately view, print, and download items.
Transmission
Our image transmission option provides a daily, weekly, semi-monthly, or
monthly file of paid check images and related index information. Image files
are available as early as 10:0o a.m. CT the day after posting. Through our
secure transmission platform, you can download files into your internal
archives or to our viewing software. During implementation, you'll choose
which format (XML or PDF) you want to use for your files.
CD or DVD
We deliver disks (DVDs or CDs) monthly, semi-monthly, or weekly. You'll
archive and view images using our image software, which is password
protected and lets you restrict user access. We encrypt the disks, and our
software decrypts them as you view the images.
Wells Fargo Bank, N.A.
H. Standard deposit services
The bank must guarantee immediate credit on all incoming wire
transfers and U.S. Treasury checks upon receipt and all other checks
based on the bank's published availability schedule. The bank should
specify in their proposal their deposit requirements and commercial and
retail deposit locations, including night deposit services and procedures.
Availability schedules
We accept wire transfers from other Wells Fargo accounts and from the
Federal Reserve networks. If a sender provides a valid account number in
wire instructions that arrive before our processing cutoff time, we'll post the
incoming funds to your account the same day.
We accept incoming wires from the Federal Reserve until 5:00 p.m. Cr and
credit them the same day.
Other senices
Regarding availability schedules, we:
■ Determine and calculate availability of deposited items based on our
optimal check clearing and collection process.
• Give immediate availability for on -us items, except for our controlled
disbursement items (which are available on the following business day).
• Calculate availability on an item -by -item basis according to the routing
transit number on the check, the deposit location, and the time of day when
you deposit the item.
Most of our customers use our standard accelerated availability schedule. We
offer alternate schedules on a case -by case basis. We will work with you to
ensure you have the most appropriate availability schedule for your account.
We review our availability schedules annually. Please refer to the appendix -
Tab C for the schedule specific to your depositing locations.
Depository requirements
You can make deposits — and perform other banking transactions — through
a variety of convenient methods.
Banking store
If your daily cash deposits are less than $io,000 and you deposit fewer than
250 checks, you can make over-the-counter deposits.
When you present deposits to tellers in secure plastic, tamper -evident, dual -
pouch bags, they'll remove checks and deposit tickets, and then provide
receipts for the amounts shown. You don't have to wait. We verify the cash,
either at the banking store or at one of our cash vaults, after you leave.
Or — if you'd rather have immediate confirmation — tellers will count and
verify deposits in your presence. You'll set up your preference at
implementation.
Wells Fargo Bank, NA 24
You receive next -day credit for checks, provided you make your deposit prior
to the disclosed cutoff time. Cash deposits receive same-day credit regardless
of your deposit time.
In addition to making deposits, you can place cash orders of up to $3,000
cash and $500 in coin per day. There is a limit of three orders per week. Your
treasury management sales consultant can work with you to find an
alternative solution if your cash orders exceed these limits.
The following banking store is closest to your location and can best support
your depositing needs.
Banking store
Lubbock Main
Monday to Friday: 5:00 0.61 miles
1500 Broadway Street
p.m.
Lubbock, TX 79401
p.m.
806-765-8861
ATM
Lubbock, TX 79401
Monday to Friday: 9:00
Store hours
p.m.
Mon. -Fri.: 9:00 a.m. to 5:00 p.m.
Sat, -Sun.: Closed
Texas Tech
Monday to Friday: 5:00
1.49 mi es
j
1215 University Avenue
p.m.
1
Lubbock, TX 79401
806-765-6281
ATM
Monday to Friday: 9:00
Store hours
p.m.
Mon. -Fri.: 9:00 a.m. to 5:00 p.m.
Sat.: 10:00 a.m. to 3:00 p.m.
50th & Quaker
Monday to Friday: 6:00
5.48 m les
4323 50th Street
p.m.
Lubbock, TX 79413
806-788-2600
ATM
Monday to Friday: 9:00
Store hours
p.m.
!
Mon. -Fri.: 7:30 a.m. to 6:00 p.m.
Sat.: 8:00 a.m. to 5:00 p.m.
I}
Southwest
Monday to Friday: 6:00
7.93 miles
4905 82nd Street
p.m.
Lubbock, TX 79424
B06-794-1060
ATM
Monday to Friday: 9:00
Store hours
p.m.
Man. -Fri.: 7:30 a.m. to 6:00 p.m.
Sat.: 8:00 a.m. to 5:00 p.m.
Lubbock Main MB
Monday to Friday: 6:00
1001 Q Avenue
p.m.
Lubbock, TX 79401
806-767-7481
Saturday -Sunday, and
holidays (next business
Drive -up -hours
day)
Mon. -Fri.: 7:30 a.m. to 6:00 p.m.
Sat.: 8:00 a.m. to 12:00 p.m.
Sun: Closed
25 Wells Fargo Bank, N.A.
Night depositor
Our full-service banking stores — 5oth & Quaker and Southwest — have a
convenient night depository for commercial customers, as well as the
Lubbock Main Autobank which is the closet night depository to your location.
After we set up the City's accounts, your authorized personnel will receive
access keys.
You must make deposits in secure plastic, tamper -evident, dual -pouch bags.
We process them at the banking store and verify the cash later, either in the
banking store or at a nearby Wells Fargo cash vault. Audit controls are in
place to ensure that we count and verify your deposit accurately.
You receive next -day credit for checks, provided you make your deposit prior
to the disclosed cutoff time.
Remote deposit
You can save time and money by depositing checks into your Wells Fargo
account electronically, and eliminate the need for your employees to
physically take deposits to the bank. An extended deposit deadline of
9:0o p.m. CT for same-day ledger credit means faster notice of returned
items.
Using a desktop scanner, you simply scan checks and create digital images of
the checks. You then review and transmit the images to Wells Fargo through
our online banking service. There are no restrictions on check eligibility; you
can scan all checks drawn on U.S. banks.
Wells Fargo Electronic DepositsM
With our image cash letter service, you can deposit checks electronically
directly from your place of business and convert check payments to invested
funds more quickly.
You (or a third party processor on your behalf) transmit a deposit file that
includes MICR -line data and digital images of domestic checks to
Wells Fargo, using a variation of the X9.37 format.
You can submit one or more deposit files each day; each can contain one or
more cash letters. Each cash letter can include up to 9,75o items that are
divided into bundles of 300 or fewer items for reconcilement and control
purposes.
Cash letters can include one deposit or multiple deposits for multiple
accounts. A deposit can span one or more bundles; a bundle can also contain
multiple smaller deposits.
Each incoming electronic check and credit item is assigned a unique item
sequence number (ISN) for tracing. We retain and archive the images you
transmit for use in research and adjustments, and for legal and compliance
purposes. You can also view these images through our online reporting
service.
Wells Fargo Bank, N.A. 26
How it works
The following shows the general workflow of our image cash letter service.
qM ----
� 0
0
Sup L• Scan the ftmu Stop:: )Cry In or verify Stop Z The Ue=riie Slap 4zWe post the
Done! R-tm fau
and heck of checks the dAU amour.{. and D"wilt Center rwir depoul to yo
*"u to luada and
I— yw, btulncae1r—dt.4traturdl and validatca all .cceue1.
inforrtatlart
m back offica. ■ dq+wit lite to dK b.A e!earonlefd—
Requirements
The requirements for using our cash letter service to create files, maintain
processes, and safeguard checks are defined below.
General
You must be able to:
■ Scan eligible checks to accurately capture all MICR line data
• Capture and store check images and MICR data according to generally
accepted industry standards
■ Create deposit records for the total of checks transmitted and send a
balanced file
• Format the file according to the specifications Wells Fargo provides during
implementation
■ Transmit a file securely through one of our transmission options
Operational requirements
You will need to:
Provide file editing, IT backup, and business resumption capability in case
there is a problem with a transmitted file
Maintain and operate equipment to ensure ongoing image and MICR data
quality so that checks can be collected electronically or converted into
substitute checks
Check retention
You must:
• Securely retain original, scanned checks (for five to 24 days)* and then
destroy them in a secure manner to help avoid accidental duplicate entry
into the payment processing stream
■ Retrieve individual original items during the retention period in the case of
an exception item that must be collected as an original
'Consult your legal depart to determine the timeframe that is best for the City.
Cash %ault
Different deadlines apply for split deposits (cash and checks on separate
deposit slips), mixed deposits (cash and checks on the same deposit slip), and
cash only deposits. The following table lists deadlines by deposit type and
location, in local time.
27 Wells Fargo Bank, NA
0
If you require a later deadline than those listed in the table, please speak to
your treasury management sales consultant to discuss your specific needs.
Cash vault deposit deadlines
Cash vault site (served by)
I. Reporting and account analysis
Monthly account analysis reports must be provided by the bank on a
timely basis for each account and on a total account basis. A sample
account analysis format must be provided as part of the proposal.
Samples of monthly statements should also be provided.
We provide the City monthly account analysis statements, and the billing
period closes on the last day of the month. We calculate balances and account
activity on the fifth business day of the next month. Your analysis statement is
available electronically on the sixth business day. We mail paper analysis
statements six to eight business days after the close of the billing period.
Wells Fargo offers a variety of electronic options that allow the City to receive
your analysis statements at no charge. We recommend that you replace
mailed paper statements with human -readable PDF format analysis
statements that you can access through the CEO portal. With this option, you
can print the statements or copy them to your system or a CD-ROM for easy
storage.
The table below indicates which delivery methods are available for each
format.
Format
PDF
ANSI 822 tax
30-10 or 40-1C
versions
CSV
Spreadsheet
Paper
Wells Fargo Bank, NA
Online
Texas
Transmission
Mail
Austin
3:00 p.m.
3:00 p.m.
3:00 p.m.'
Beaumont
4:00 p.m.
3:30 p.m.
3:30 P.M.
Bryant (Houston)
11:00 a.m.
11:00 a.m.
11:00 a.m.
Dallas
5:00 P.M.
5:00 p.m.
4:00 p.m.
EI Paso
5:00 P.M.
5:00 P.M.
3:00 p.m.
Houston
5:00 p.m.
5:00 P.M.
4:00 p.m.
Lubbock
2:00 p.m.
2:00 p.m.
2:00 p.m.
Pharr
3:30 p.m.
3:30 p.m.
3:30 p.m.
San Antonio
3:00 p.m.
3:00 p.m.
3:00 p.m.
Waco,
12:30 p.m.
12:30 p.m.
12:30 p.m.
'Designated Wells Fargo collection and distribution
site.
'Same-day credit on deposits is not available.
I. Reporting and account analysis
Monthly account analysis reports must be provided by the bank on a
timely basis for each account and on a total account basis. A sample
account analysis format must be provided as part of the proposal.
Samples of monthly statements should also be provided.
We provide the City monthly account analysis statements, and the billing
period closes on the last day of the month. We calculate balances and account
activity on the fifth business day of the next month. Your analysis statement is
available electronically on the sixth business day. We mail paper analysis
statements six to eight business days after the close of the billing period.
Wells Fargo offers a variety of electronic options that allow the City to receive
your analysis statements at no charge. We recommend that you replace
mailed paper statements with human -readable PDF format analysis
statements that you can access through the CEO portal. With this option, you
can print the statements or copy them to your system or a CD-ROM for easy
storage.
The table below indicates which delivery methods are available for each
format.
Format
PDF
ANSI 822 tax
30-10 or 40-1C
versions
CSV
Spreadsheet
Paper
Wells Fargo Bank, NA
Online
Secure email
Transmission
Mail
2$
Samples of our account analysis, and Demand Deposit Account (DDA)
statements are included in the appendix -Tab E.
Interactive Client Analysis Statement
We are the only financial institution that offers an online interactive analysis
statement. With our interactive statement the City can trend up to 13 months
of analysis history, giving you a quick overview of changes in your activity and
pricing.
You can view the interactive statement online or download it in PDF,
spreadsheet, HTML, or CSV formats.
In addition, you can select the items to include in the trending report. The
trending report displays your selected data in graph and list forms.
Partial Account Reconciliation
Wells Fargo provides the City a Partial Account Reconciliation Plan (ARP)
statement. You can also request a variety of optional reports, including paid
checks, stop payments, and several others in various output formats. You can
then use the statement or optional reports to reconcile your statement and
identify any exceptions.
You'll receive an electronic file of paid checks daily, weekly, or monthly to
upload into your reconciliation software.
Optional reporting
Our information reporting system is fully integrated with our portal, making
it easy for your staff to have all relevant reports and information online.
With partial ARP, you can customize your account reconciliation to match
your accounting needs by choosing which of 14 optional reports you need
from the list below.
Paid Checks
Outstanding Checks*
Posted Items
Stop Payments
Issue Notices Not Received'
Deposit Location
Credits
Bank Originated Entries
Reversed Checks'
Matched Paid Items'
Voids and Cancels* R Prior Payments*
Issues This Cycle' Unpaid Checks
'Only available with Full ARP.
'Only available with Full ARP or Partial ARP with Positive Pay.
29 Wells Fargo Bank, NA
J. Account executive
An account executive must be assigned to the account to coordinate the
account services and expedite the solution of any problem. A trained
backup for the account executive familiar with the account should be
assigned in the proposal. Stipulate the names of the account executive
and backup along with contact information to be assigned to the City's
account.
Your primary contact is Megan Kiker, your dedicated Client Service Officer,
who is available to assist with any questions or concerns you may have and
help the City with day to day customer service needs. She is your first point of
contact when the need arises.
Your relationship manager, Raine Young, has ultimate accountability to
ensure your satisfaction. She's responsible for overseeing your overall
relationship with Wells Fargo and coordinating with all areas of the bank to
ensure excellent customer service.
Dedicated relationship team
In addition to the primary contacts mentioned above, the City has an entire
team dedicated to assisting and consulting with you on all aspects of your
banking relationship. This team is dedicated to providing consultative,
analytical, and qualitative service — your needs are our first priority.
We are your advocate, and our goal is to exceed your expectations and
establish an interactive relationship.
Team biographies
Your dedicated team is comprised of the individuals listed below.
As your relationship manager, Raine functions as a
Financial consultant and coordinates a team of
specialists working on your banking relationship.
Raine has worked for Wells Fargo for more than 17
years. She's been in the business banking
department for more than12 years and oversees a
portfolio that Includes other large public entities.
She currently serves as Secretary for the Frenship
Legacy PTA Board, has previously served as
Secretary -Treasurer for the Lubbock County Child
Welfare Board. She has also been involved in
Leadership Lubbock, United Way, Habitat for
Humanity, and Junior Achievement.
Raine has a bachelor's degree In finance and a
master's degree in financial planning, both from
Texas Tech University.
Wells Fargo Bank, NA 30
Rosemary works with your relationship manager to
help enhance your customer service experience.
She serves as the liaison between you and the
various departments of the bank, assists you
directly with any items pertaining to your account
analysis statements and overdrafts.
Rosemary has been in banking for 27 years and in
her current role for 22 of those years. She's won
various awards for her superior customer service.
Vince has primary responsibility for providing
treasury management expertise. He consults with
you on Issues pertaining to treasury management
products and services.
Vince has been with Wells Fargo for more than 17
years and specializes In cash management needs
for both public and private sector businesses. His
experience In the West Texas market has been
critical in helping provide state of the art
technology and banking products to the clients he
He earned his BBA from Texas Tech University and
his M.B.A. from Wayland Baptist University.
Moe works in support of your treasury
management sales consultant. He can assist on
treasury management questions when your sales
consultant Is unavailable.
After graduating from Florida State University with
a bachelor's degree in finance, Moe began a career
In treasury and cash management. He has five
years of experience in the field and holds the
Certified Treasury Professiona (CTP) designation,
since January 2013
Moe directly works with Raine and Vince to
prepare comprehensive cash management
solutions.
Megan is your representative for day-to-day
customer service. She acts as a liaison between
you and various operations centers to resolve
Issues and request Information quickly. In
addition, she provides you with expert operations
support for all of your treasury management
services.
Megan has been with Wells Fargo for eight
years. She came to Client Services area from the
Cash Vault. While in Client Services, she has been
awarded the Service Excellence award for
providing consistent, superior service. Megan is
also the recipient of multiple A+ medals for
upholding great customer service month after
month.
32 Wells Fargo Bank, N.A.
Customer service
Whenever your primary contacts become unavailable, you have access to an
experienced team of customer service specialists who are also available to call
when you have an issue to resolve. Our Treasury Management Client Services
group has a centralized structure with a presence in all time zones. We hold
the same high standards across our organization; all client service officers
follow the same policies and procedures.
Our structure allows us to consolidate issue tracking and identify trends
within your transactions, which helps us resolve your problems quickly — and
helps to prevent the same problems in the future.
At times, your concerns may require the involvement of the Operations
department. In these cases, a client service officer acts as your liaison in
solving your wire transfer, ACH, or wholesale transmission issues.
More than 500 team members staff our service organization. Our client
service officers are trained to understand and respond to the City's needs but
if you have an issue they can't solve, they will escalate it on your behalf. They
may also engage technical services key product and operational partners.
We encourage our client service officers to use the leadership structure to
assist with escalations. Additionally, we proactively look for issues that could
potentially escalate by reviewing our ability to meet customer commitments,
timely resolutions, and repeat issues.
Client Services
Treasury Management Client Services representatives are available Monday
through Friday from 6:0o a.m. to 9:0o p.m. CT and Saturday from 8:0o a.m.
to 6:0o p.m. Cr.
Operations
■ Wire transfer operations staff is available Monday through Friday from
7:00 a.m. to 8:0o p.m. Cr.
• ACH investigations support is available Monday through Friday from
Too a.m. to 7:00 p.m. Cr.
• ACH production support is available from 4:00 p.m. Sunday through
12:00 P.M. Saturday CT.
• Wholesale Transmissions staff is available 24 hours a day, 7 days a week.
Aivard-winning customer service
Our commitment to continued quality improvement offers real, quantifiable
results. We earned A+ grades respectively for customer service in the 2015
Phoenix -Hecht Large Corporate and Middle Market Quality Index Reports.
Also in 2014, we were recognized with American Business Award Stevie
trophies for:
■ Customer service department of the year (Gold)
■ Customer service executive of the year (Silver)
Wells Fargo Bank, N.A. 32
33
K. Direct deposit
Describe the requirements and deadlines for computer tap for ACH
transactions. The proposal should indicate when funds would be
available in participating banks.
Origination methods
Wells Fargo offers several ACH transaction initiation methods, including our
direct origination service, the internet, and a consolidated payables
transmission.
Direct origination
You send us a NACHA-formatted file that contains the required ACH
transaction information (such as routing and transit number, account
number, dollar amount, and effective date).
Internet (ACH Payments)
If you want to originate domestic ACH transactions without having to create
your own NACHA-formatted files — and gain the flexibility to make tax and
other payments online — the ACH Payments option is the best method for
you. Once you build a template based on the payment type, it is quick and
easy to create ACH transactions and send them to Wells Fargo for processing.
You can choose the types of ACH transactions you want to initiate from the
following payment types:
. .. 1
Payroll (PPD) WEB- and TEL -initiated consumer debits
Vendor payments (CCD) Re -presented check entries (RCK)
Federal and state tax payments Corporate trade exchange (CTX)
(ACHTax)
Cash concentration and disbursements Child support payments (CCD+)
(CCD)
Consumer debits and credits (PPD)
The import option allows you to import account information for beneficiaries
from systems such as payroll or accounting. With the export option, you can
export templates, beneficiaries, and payment batches to update payables and
receivables systems and offline files.
When you're on the go, you can access a mobile version of our online ACH
approval capabilities. Use a smartphone or mobile device* to quickly, easily,
and securely approve domestic ACH templates and payments that require
immediate attention.
*Access our mobile service on any smartphone or mobile device that has a browser. If you use
an iPhone or iPad, you can download our app from iTunes. If you use an Android, you can
download our app from Google Play.
Wells Fargo Bank, NA
To reduce your fraud risk, you must have a second user approve the release of
ACH transactions or newly created templates.
Con lidated payables transmission
You can initiate ACH payments directly from your J.D. Edwards accounts
payable system. When you use the Payment Manager service, you save time
by grouping debits, credits, and multiple payment types (such as payroll,
credit card, and expense payments) in a single file — and you can even
include domestic and international wires, U.S. dollar and Canadian dollar
checks, and commercial card transactions. The service separates payments by
type and processes them accordingly, sending traditional or human -readable
remittance information to the payee as appropriate.
Origination deadlines
Origination method
Direct origination
Online
Consolidated payables
transmission
*Available for on -us Items only.
Payroll direct deposit
8:00 p.m. CT 8:00 p.m. CT 11:00 P.M. Cr
6:00 p.m. CP 8:0o P.M. CT 8;00 P.M. CT
7:30 p.m. Cf 1 7:30 p.m. CT 1 7:30 p.m. Cf
You can deposit your employees' payroll, expense reimbursements, and other
work-related payments directly into their checking or savings accounts using
a connection of Automated Clearing Houses.
Process
When the City submits an electronic file of payment information in a format
approved by NACHA, Wells Fargo reads it and, following your instructions,
delivers payroll entries to your employees' accounts. Their salaries are
immediately available in their accounts on the morning of payday.
Your tamp any ut bates
ACH rde
Vyells Fargo ACH System
Credit your employees' I I ACHnetwork! 10 t
accounts atWdlsFargo 1 ar s.. a at a sx.; ,,
Receiving barns I
Credit your employees
accounts at other barks
Wells Fargo Bank, NA 34
L.
Deadline
To ensure your employees have immediate access to their funds on payday,
we recommend that you transmit your file to the bank two days prior to the
settlement date.
You can send direct deposit files anytime 24 hours a day, 7 days a week,
although we do have established deadlines for processing. The following table
lists the deadlines for both settlement options.
Origination method
Direct origination 8:00 P.M. CT 11:00 p.m. CT
online 8:00 p.m. CT 8:00 p.m. CT
Consolidated payables 7:30 p.m. CT 7:30 p.m. CT
transmission
If you send a file after the established cutoff time, or with the effective date of
a holiday or weekend, we will process it on the next business day.
Overdraft provisions
The City does not intend to have 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 bank to pay said check and promptly notify the City's
designated representative of the eaastence of the overdraft situation. The
City agrees to cover the overdraft within a maximum of one business day.
We charge for both overdrafts and for the use of uncollected funds. Overdraft
fees and uncollected funds use fees can be offset by the earnings credit
allowance. You will not be charged for daylight overdrafts.
The charge for overdrafts is on a per item basis and is set by your relationship
manager.
The rate for uncollected funds use is based on our prime borrowing rate. The
formula for this fee is shown below.
(average daily negative collected balance) x (overdraft rate) x (days in period) / (36o)
We do not offer a daylight overdraft line of credit. However, with credit
approval, we have the ability to extend a revolving line of credit to you that
can be Iinked to your checking account to help cover inadvertent overdrafts.
Limits vary by customer and are subject to the review of the City's financial
statements, credit approval, and completion of any necessary documentation.
There are currently no fees charged for intraday activity.
We can establish the intraday overdraft limit on a standalone account or on a
group of accounts. However, whether or not a daylight overdraft will be
offered, and how it will be structured is a credit decision that will be made by
your relationship manager.
35 Wells Fargo Bank, NA
If an outgoing wire will create a negative available balance, the system
automatically sends it to our risk control group. This group will only release
the wire with approval from your relationship manager or from another team
member who has appropriate authority.
M. Stop payments
The proposal must include a statement on the proposed stop payment
process on an automated or manual basis.
Stop methods
You have two options to submit stop payment orders: online through Stops -
Images -Search or by electronic transmission (where you'll include
information in your ARP issue file). With both methods, you can send stop
payment requests 24 hours a day, 7 days a week — we'll process them in real
time. You can make a request as late as 8:oo p.m. CT and still receive same-
day posting.
Online
The system automatically reviews the previous i8o days and intraday teller -
cashed activity to determine whether a requested check has paid. You can
place stop payments on a maximum of 20 checks at one time. To place a stop
payment on more than 20 checks at one time, you will contact Treasury
Management Client Services for assistance.
By transmission
The system automatically reviews the previous go days and intraday teller -
cashed activity to determine whether a requested check has paid.
Effective period
Stop payments remain in effect for six months. You can individually renew a
stop payment on an as -needed basis through our online system or choose to
use our renewal option. The renewal option lets you:
• Extend a stop payment for up to an additional six years (in 12 -month
increments)
■ Predetermine a dollar threshold for automatic stop payment renewal
■ Limit the number of times a stop payment is automatically renewed
N. Collateralization of deposits
The bank must agree to obtain and maintain acceptable collateral
sufficient to cover all anticipated time and demand deposits, above the
FDIC insured limit. Securities used to pledge against time and demand
deposits must be held in an independent third -party safekeeping
institution outside the bank's holding company. The bank will execute a
tri -party safekeeping agreement with the City and Safekeeping Bank for
safekeeping of these securities. Collateral will be maintained at a
minimum of 102% and market at least once a month. Control will be
shared jointly between the bank and the entity. Substitution will be
approved by the City and not duly withheld. Substitutions of collateral
Wells Fargo Bank, N.A. 36
31
will be requested in writing and new collateral will be received before the
existing collateral is released. The proposal will name the safekeeping
bank for collateral.
Refer to the appendix -Tab D for details regarding the Wells Fargo Public
Funds Collateralization Program.
O. Additional services
If new services become available and are provided during the period of
this contract, they will be charged at the banks then published rate.
Refer to section "V. Other services" for details.
Wells Fargo Bank, NA
ES
V. Other services
The City is interested in obtaining service and cost information on
additional services for possible use during the contract period. These
services are not required but will be evaluated in terms of availability,
feasibility, service levels, service providers and cost.
The City will make its determination after receipt of proposals as to
whether a service will be used. If the services is accepted later in the
contract period the service and charges stipulated in the proposal will be
applied.
We acknowledge and agree to provide the services, and to adhere to all
requirements, specifications, terms, and contract provisions set forth in the
RFP. We also agreed to notify the City when new services become available.
Business Process Review
The Business Process Review service gives CFOs, controllers, business
owners, and senior financial leaders detailed insight into the back-office
opportunities that can increase efficiency, mitigate risk, and improve working
capital for their organizations. This analysis is available to select companies
that are ready to optimize their technology, processes, and people across any
part of the cash management cycle.
Using a detailed, on-site discovery session, we examine your current systems,
work flows, financial controls, and staff assignments — without disrupting
your daily operations. You gain valuable external perspectives, visibility into
the day-to-day details, and exposure to industry best practices.
The Business Process Review team can examine any part of your treasury
operation, including collections, disbursements, or cash management. Our
custom recommendations illustrate short- and long-term solutions tailored
specifically to your business. By learning your business inside and out,
Wells Fargo treasury management consultants can help your company
optimize treasury operations for today — and the future.
SafeVantage service (deposit safe)
As an alternative to the other depository options, with our SafeVantage
solution" you'll make deposits conveniently and efficiently. In each of your
locations, a safe equipped with bill validating and counterfeit detection
technology is installed. Your employees will simply insert stacks of currency
into the bill validators. The safe counts the cash, examines the bills, and
rejects any suspected of being counterfeit. It also tracks deposits by employee
ID.
The safe prepares your deposits and reports them to Wells Fargo. You receive
provisional credit for the cash in the safe before it physically reaches the
bank. You can view transaction information through standard Wells Fargo
reporting channels.
Wells Fargo Bank, NA 38
The safe holds your cash until it is picked up and delivered safely to the cash
vault. Depending on your safe capacity and cash volume, you may be able to
reduce the number of courier pick-ups you need per week. In addition to
currency deposits, the safe accepts two other types of deposits.
■ Manual. Used for unfit and rejected bills as well as occasional checks or
travelers' checks
• Change order. Used to offset change orders you place.
Location reporting at the end of a shift or end of day takes seconds. When you
close out a safe, a report prints automatically that shows the deposit amount
by employee, the end of shift total, and the end of day total. To simplify
reconciliation, we identify each type of deposit — currency, manual, and
change order — by a different description on your reporting services.
*Based on the complexity of SafeVantage, a thorough analysis between Wells Fargo and the
City would need to occur before pricing could be provided.
Payment Manager
You can automate your entire procure -to -pay cycle — or individual treasury
components — with a completely electronic solution that can handle
payables, receivables, and invoice management.
Our Electronic Commerce Services can help you gain efficiencies and cost
savings, improve working capital, and increase control and compliance.
Rather than implementing a system that requires expensive investments in
hardware, infrastructure, and support, you can use modular technology that
works with your ERP, treasury workstation, or system of record. This
approach lets you invest in a comprehensive solution or start with the
individual components that address your most pressing needs.
Consolidate payables
Payment Manager
In a single file, you can send payments (along with accompanying addenda or
remittance information) directly from your accounts payable system to
Wells Fargo. You can also perform optional secondary approvals online after
we receive your file. Once approved, we'll generate the payments and send
remittance information based on your instructions.
We'll send you an acknowledgement when we initially receive your file. We
can also provide you optional confirmations for domestic and international
wire transfers, ACH payments, and commercial card transactions by
transmission, secure email, or both. Confirmations provide information up to
the point that we release payments to the clearing system.
You can include the following types of payments in your file:
■ U.S. dollar and Canadian dollar paper checks
■ Domestic ACH transactions (U.S. dollar)
• International ACH transactions (foreign currency)
■ Domestic and international U.S. dollar wire transfers
39 Wells Fargo Bank, N.A.
■ Foreign currency wire transfers
■ International requests for transfer (SWIFT MT1oi wires)
■ Wells Fargo Commercial Card transactions
WellsOne Commercial Card
You can benefit from a total expense management tool that puts you in
control of employee spending and accounts payable invoice payments in
addition to offering greater convenience to employees for business travel
needs. Through its efficient electronic workflow, our program equips
purchasing staff to negotiate with vendors and reduces the costs, time, and
environmental impact associated with managing disbursement expenses.
Our single card solution improves your purchasing process by letting you pay
traditional accounts payable invoices by card. You can also use the card for
small or large dollar purchases, travel and entertainment charges, and fleet
expenses.
Consolidate receivables
Receivables Manager
You can post payments automatically when you receive an electronic payment
file from Wells Fargo. This helps you accelerate payment posting while
reducing the number of errors caused by manual data entry.
Your file can contain receivables data from any combination of the following
payment types:
• ACH
■ Wires
■ Online bill payments
■ Remote deposit
Simplify invoicing
Invoice Manager
By automating your process, you can replace the manual sorting, filing, and
retrieval of paper invoices. In addition, you can reduce paper storage costs,
improve vendor relationships, capture discounts, increase visibility (for
improved tracking and forecasting), and create audit trails.
Each invoice will match your contracted pricing and payment terms; your
staff will no longer need to make time-consuming manual verifications. Smart
functionality reduces errors, overpayments, and duplicates.
For a total payables solution, combine invoice processing with consolidated
payables — and have an even more efficient electronic payment stream.
Wells Fargo Bank, N.A. 40
Stagecoach Prepaid Cards
As an alternative to issuing checks, the City can pay individuals electronically
by crediting funds to a prepaid card. In partnership with MasterCard& IPS,
Wells Fargo offers reloadable and non-reloadable prepaid cards. You can
issue MasterCard -branded debit cards in any denomination for recurring
disbursements and up to $io,000 for one-time disbursements.
Cardholders with prepaid cards can access funds at more than 12,000
Wells Fargo ATMs.3 They can also obtain cash from more than two million
non -Wells Fargo ATMs (and other locations) worldwide that accept
MasterCard.2
Prepaid cardholders, can also make over-the-counter (teller) withdrawals3 at
nearly 6,200 Wells Fargo branch locations or any MasterCard -member bank.
'For non-reloadable cards, the City must choose to use our optional cash access option in order
for cardholders to make ATM and over-the-counter withdrawals.
2Fees may apply.
3Cardholders receive one over-the-counter withdrawal per month at no charge; there is a
charge for each additional withdrawal.
How it works
Enrollment
Reloadable
Our reloadable prepaid card service requires online enrollment or
cardholder signatures on enrollment forms.
We require the following information about each cardholder:
■ Name
■ Physical residential address
■ Date of birth
■ Social Security number
■ Country of citizenship
• Additional documentation to verify his or her identity (if needed)
=Ibe City must choose the online enrollment option during implementation.
We do not require a cardholder signature for non-reloadable cards with a
funding limit up to $2,500 (or non-reloadable payroll cards up to $5,000).
Any card you order on a card program with a funding limit up to $10,000
requires a cardholder signature.
The information required for non-reloadable cards varies depending on the
program you use.
41 Wells Fargo Bank, N.A.
Program name
Purchase only
■ None
Personalized purchase only
• Name
• Address
l._
f
t
All access (up to $2,500)
• Name
• Physical residential address
i • Date of birth
Cash access (up to $10,000)
I • Name
• Physical res dential address
• Date of birth
• SSN
Payroll (up to $5,000)
• Name
• Physical residential address
• Date of birth
Card ordering
Reloadable
You can order initial cards online or by transmission.
Online orders can be placed one card at a time, or, for multiple cards, you can
use our Excel batch upload feature.
To accommodate employees hired too close to payday for you to order
permanent cards, we offer an instant issue service: You'lI maintain a stock of
cards to give to employees immediately.
Reloadable instant issue
During implementation, you will order an inventory of cards to have on hand.
You will also set a threshold amount for automatic reordering of cards.
Before you hand out an instant issue card, sign on to the online site, select the
instant issue card option, and complete the required fields. The City must
provide cardholder information and disclosures to the cardholder at the time
of instant issue, and the cardholder must pass identity verification, before
funding can occur.
Non-reloadable
You can order initial cards online or by transmission.
Online orders can be placed one card at a time, or, for multiple cards, you can
use our Excel batch upload feature.
If you choose to use the instant issue functionality, during implementation,
you will order an inventory of cards to have on hand for one-time card needs.
Wells Fargo Bank, N.A.
42
Before you hand out a non-reloadable prepaid card, you will sign on to the
online site, select the appropriate card option, and provide the required
information for each cardholder.
Card funding
Reloadable
You can load value onto cards by direct transmission (which is a batch
settlement application) or through our online ACH Payments service. Both
methods offer same-day funding, if needed.
Instant funding is available online for instant issue cards and reloads.3
With the instant funding feature, we will debit funds from the City's
designated account and load them to the cards for immediate use.
aIf you use a personalized instant issue program, the City must provide cardholder information
and disclosures at the time of instant issue before funding can occur.
Non -r. loadablo
When you order non-reloadable cards online or by transmission, we will debit
the funds from the City's designated account and load them to the cards.
Instant funding is available online for instant issue cards. Your designated
account is debited and the funds are available to the cardholder for
immediate use.
Cardholder reporting
Cardholders can review their transactions almost immediately; activities and
balances are updated immediately and are accessible through multiple
channels.
Channel
Mail Cardholders can request to receive monthly paper
statements that include all debits and credits posted to
a card, including any fees assessed by Wells Fargo or
others during the statement period.
Automated IVR Cardholders can check their balances and transaction
history by calling a toll-free number.
Internet Cardholders can view balances, transactions, history,
and monthly statements online at the cardholder
customer service website. Statements Include all debits
and credits posted to a card, including any fees
assessed by Wells Fargo or others during the statement
period.
Customer service Cardholders can check balances and transaction history
by speaking with a customer service representative.*
ATM Cardholders can check card balances at any ATM
displaying the MasterCard logo.
*There s a charge if the cardholder contacts cistomer sery ce more than once per month; we recommend
the cardholder use a different option.
43 Wells Fargo Bank, NA
A. Lockbox services
The City may choose to utilize lockbox services for certain revenue
collections. Describe the service including the lockbox location and a full
description of the service.
The City currently uses Wells Fargo Electronic Deposit to manage these
payments. However, we have provided a brief overview below of our lockbox
solutions.
We offer three Lockbox services for our customers: Wholesale, Retail, and
Wholetail.
Wells Fargo lockbox services enable customers to realize accelerated
receivables processing and improved deposit availability. Our lockbox
services deliver comprehensive, flexible remittance processing that can
substantially streamline your accounts receivable function. With our broad
network of secure lockbox sites and innovative electronic receivables
products, we help you cut hours — even days — out of your collections process
by automating your receivables posting.
In addition to offering the fastest lockbox network and the largest lockbox -
image network, we also provide same-day online decisioning for the
Wholetail and Wholesale lockbox options.
Our lockbox services help you:
■ Reduce day's sales outstanding.
■ Decrease the potential for theft, fraud, and error by reducing the number of
employee "touches" on each transaction.
■ Access decision -critical account information easily and conveniently from
your desktop.
• Improve staff productivity by automating manual processes.
■ Speed remittances and improve overall cash flow.
We've been offering lockbox services continuously since 1948. Wells Fargo is
one of the largest and most established providers of lockbox services in the
nation.
Wells Fargo Bank, N.A. 44
VI. Bank compensation
Fees will be paid monthly after receipt of the account analysis.
Analysis statements are provided online through the CEO portal on the fifth
business day of each month. An automatic debit for analysis fees is posted on
the lith calendar day of the month.
Wells Fargo Bank, NA 45
VII. Non -Arbitration clause
The City reserves the right to exercise any right or remedy available to it
by law, contract, equity, or otherwise, including without limitation, the
right to seek any and all forms of relief in a court of competent
jurisdiction. Further, the City shall not be subject to any arbitration
process prior to exercising its unrestricted right to seek judicial remedy.
The remedies set forth herein are cumulative and not exclusive, and may
be exercised concurrently. To the extent of any conflict between this
provision and another provision in, or related to, this document, this
provision shall control.
Our standard commercial account agreement requires disputes to be settled
through binding arbitration.
Wells Fargo Bank, NA 46
Jun 2015
Wells Fargo Treasury Management Pro Forma
Prepared For
City of Lubbock
ANALYSIS SUMMARY
Average Poafte Collected Balance
S
29,000.000.00
Investable
Balance Available for Services
S
29,000,000.00
Eammgs Allowance Q 0.53%
S
13,053.97
Current Month Analyzed Charges
S
12,408.84
Current Month Position
S
645.13
Total Amount Due
S
0.00
Investable
balance required to offset $1.00 of analyzed charges
S
2.264.15
Balance required to offset
all analyzed charges
S
29,000,000.00
SERVICE DETAILS
WF
AM
Service
Code
Service Description
Unit Price
Volume
Cheraea
IAMTH
000230
RECOUPMENT MONTHLY
0.12750
29 ODD
3,697.50
BALANCE A COMPENSATION INFORMATION Subtotal
3,697.50
22051
010000
ACCOUNT MAINTENANCE-CHEXSTOR
500000
7
3500
DS510
010020
ZERO BALANCE MASTER ACCOUNT MAINT
45 00000
1
45.00
05001
010021
ZERO BALANCE MONTHLY BASE
5 00000
5
25.00
CK021
010100
DEBITS POSTED
00SOW
324
16.20
CK049
010310
DDA STATEMENT -PAPER
00D000
2
000
22063
010000
DDA STMT WfIMAGE CLASSIC -MTHLY BASE
20 00000
1
20.00
34145
910300
CEO E -STMT SUBSCRIPTION - ACCOUNT
10 OODDO
7
7000
34147
010300
CEO E -STMT SUBSCRIPTION - ITEM
0 02000
5.107
102.14
GENERAL ACCOUNT SERVICES Subtotal
313.34
CK161
100015
CASH DEPISI VER AT TELLER WINDOW
0.00060
110.417
6625
08174
100100
CASH VAULT DEPOSIT CASH AND CHECK
340000
344
1,16960
08173
100100
CV CASH ONLY OR CHECK ONLY DEPOSIT
240000
617
1.48050
CK197
100140
CHANGE ORDER CHARGE-BRANCH/STORE
000000
12
000
CK131
100144
ROLLED COIN ORDERED - BRANCHISTORE
000000
96
000
CK141
100048
CURRENCY ORDEREDIS1 - BRANCHISTORE
000000
7,830
0 DO
CK066
100400
ADMIN RETURN ITEM -REPAIRED ACH ITEM
2 25000
13
2925
CK06a
100400
ADMIN RETURN ITEWREPAIRED AS CHECK
1 00000
7
700
CK062
100414
CEO RETURN ITEM RETRIEVAL -IMAGE
350000
33
11550
CK064
100414
CEO RETURN REM SERVICE MTHLY BASE
0 001700
2
Goo
CK061
100400
RETURN ITEM - CHARGEBACK
1 25000
11
1375
CK069
100400
RETURN ITEM SPECIAL INSTRUCTIONS
0 0000D
33
000
CK081
ID0401
RETURN ITEM SPECIAL INST MTHLY BASE
000000
6
000
CK075
100402
RETURN ITEM REDEPOSITED
1 00000
6
600
34235
100410
CEO RETN ITEM SUBSCRIPTION PER ACCT
20 00000
1
2000
34237
100410
CEO RETN ITEM SUBSCRIPTION PER REM
0 00000
128
000
70029
109999
SMART DECISION ELEC CHECK ACH ONUS
001000
2.224
22.24
70025
109999
SMART DECISION ELEC CHK ACH TRANSIT
0 010DO
12,343
123.43
06504
100520
CASH VAULT ADJ ADVICE - US MAIL
000000
2
000
08071
100111
CASH VAULT COIN DEP-PARTIAUJMIX BAG
12 00000
16
19200
011290
100199
CASH VAULT CURRENCY/COIN DEPOSITED
000050
1,512.883
756 44
08160
100501
CASH VAULT DEPOSIT ADJUSTMENT
500000
3
1500
011132
100100
CASH VAULT MONTHLY BASE
0 00000
24
0 DO
08025
100015
MISCELLANEOUS CREDITS POSTED
040000
1
0.40
08052
100015
STORENIGHT DROP DEPOSIT
080000
75
60.00
12707
100610
DEPOSIT LOCATION REPORTING - ITEM
0.01000
1,682
16.92
CK464
1 W400
RETURN ITEM CONVERTED CHK CHGBK IRD
1.50000
22
33.00
CK461
100400
RETURN ITEM CONVERTED CHK REDEPOSIT
1.50000
21
31.50
001
100220
DEPOSITED CHECKS - ON US
003000
412
12.36
002
100223
DEPOSITED CHECKS
0.05000
2.579
128.95
741
100220
ELECTRONIC DEPOSIT -CHECK WF8
O.D4000
731
29.24
Pro Forma
Wells Fargo Bank, N.A. 51
WF
AFP
Service
Cc&
fes-
Service Description
Unit Price
VolumehC
orws
746
100224
ELECTRONIC DEPOSIT -CHECK NON WFB
0.05000
5,256
263.30
790
100230
ELECTRONIC DEPOSIT - DEP ADJUSTMENT
1500000
21
315.00
DEPOSITORY SERVICES Subtotal
4,907.83
OS255
151399
WELLSIMAGE PAID CHECK PER ITEM
003000
1,977
59.31
34336
150723
POSITIVE PAY EXCEPTION - CEO IMAGE
1 D0000
1
1.00
12677
150300
MICR CHECK REJECTS >1%THROUGH 2%
000000
16
0.00
22225
150240
CHECK CASHING THRESHOLD MO BASE
1000000
1
10.00
12812
151352
ONLINE IMAGE VIEW < 90 DAYS - REM
0.25000
150
37,50
12815
151352
ONLINE IMAGE VIEW > 90 DAYS • ITEM
10 00000
6
60.00
22235
150240
OTC DEBIT BLOCK MONTHLY BASE
10 00000
1
10.00
12505
150129
POSITIVE PAY EXCEPTION CHECKS RETND
6 00000
4
24.00
129W
151358
POSITIVE PAY MONTHLY BASE - BASIC
000000
5
0.00
MO091
150240
PYMT AUTH MAX CHECK MTHLY BASE
20 00000
1
20.00
12670
150410
STOP PAYMENT- ONLINE
000000
11
0.00
22020
151350
WELLSIMAGE PAID CHECK MONTHLY BASE
0.00000
1
0.00
22202
150100
ODA CHECKS PAID
0 09000
1,937
96.85
22019
151353
WELLSIMAGE PAID CHECK DELUX9.ITEM
0 00000
1,977
0.00
22015
151353
WELLSIMAGE PAID CHECK PER CO
2000000
1
20.00
27707
150,100
CEO SEARCH
000000
105
0.00
PAPER DISBURSEMENT SERVICES Subtotal
338.66
DS322
200310
ARP PARTIAL RECONCILIATION . ITEM
002000
1,937
3574
34337
200200
CEO REGISTER INPUT - REM
0.01000
63
063
12687
209999
ARP AGED ISSUE RECORDS ON FILE -ITEM
000600
9,743
5848
12061
200020
ARP MONTHLY BASE - PARTIAL
2000000
5
10000
12604
200310
ARP OPTIONAL REPORTS
0 00000
23
000
12430
200301
ARP OUTPUT . TRANSMISSION
10.00000
22
22000
12609
200329
ARP PAPER STATEMENT DELIVERY
5 OOOOD
5
2500
12684
200310
ARP PAPER STMT/REPORT MONTHLY BASE
25 00000
5
125 OD
12379
200201
ARP PART POSITIVE PAY ISSUE . ITEM
0.01000
2,280
2250
12694
200100
OUTGOING TRANSMISSION - PER REM
0 ODOW
1,538
000
12904
200399
POSITIVE PAY EXCEPTIONS. BASIC
0.25000
9
225
PAPER DISBURSEMENT RECON SERVICES Subtotal
592.66
CK0/8
250201
ELECTRONIC CREDITS POSTED
005000
1,687
6435
34342
250400
ACH CEO RETURN SUBSCRIPTION - REM
0 25000
67
1675
34340
250400
ACH CEO RETURN SUBSCRIPTION -ACCOUNT
2000000
5
10000
ES283
250000
ACH VENDOR MONTHLY BASE
5000000
1
5000
ES280
250000
ACH MONTHLY BASE
15.00000
3
45 OD
ES211
250102
ACH ONE DAY ITEM
0 05000
6,375
418.T5
ES210
250102
ACH TWO DAY ITEM
0 05000
5,336
26680
ES206
250120
ACH ORIGINATED - ADDENDA REC
0.00000
65
0.00
ES344
25D202
ACH RECEIVED ITEM
0.05000
934
46.70
ES252
250302
ACH RET ITEM4NFO REPORTING ADVICE
2.75000
29
79.75
ES251
250302
ACH RETURN ITEM - FAX ADVICE
2.00000
4
8.00
ESS03
250500
ACH PAYMENTS ONLINE BATCH RELEASE
0.00000
26
O.DO
ES501
250501
ACH TRANSMISSION CHARGE
8.00000
50
400.00
ES237
250710
ACH FAX SERVICE
0.00000
11
0.00
E5230
250620
ACH DELETE - ITEM
S.00WO
4
20.00
ES346
250671
ACH EXCEPTION PROCESS-DUPLICAT FILE
10.00000
1
10.00
34377
2500110
ACH PAYMENTS BASE FEE
15.00000
1
15.00
ACH1D
250102
ACH PAYMENTS ONE DAY ITEM
0 050D0
199
9.95
ACHYD
250102
ACH PAYMENTS SAME DAY ITE161
0.05000
14
0.70
ACH2D
250102
ACH PAYMENTS TWO DAY ITEM
0.05000
11
0.55
70033
250102
SMART DECISION VAULT ACH TRANSIT
0.10000
19
1.90
ES480
251070
ACH NOG - FAX ADVICE
2 0000
2
4.00
ES481
250302
ACH NOC - INFO REPORTING ADVICE
2.75000
8
22.00
GENERAL ACH SERVICES Subtotal
1,60020
34245
300524
CEO EDI PMT DETAIL - ADDENDA ITEM
0.05000
5,593
279.65
34242
300524
CEO EDI PMT DETAIL. ITEM
0.05000
984
49.20
34240
300524
CEO EDI PMT DETAIL SUBSC MO BASE
0.00000
2
0.00
EDI PAYMENT SERVICES Subtotal
328.85
ES073
359999
WIRE MONTHLY ODA BASE - VOICE
0.00000
1
000
FS167
359999
WIRE SECURITY PIN MONTHLY BASE
0.00000
2
000
ES030
350300
WIRE IN DOMESTIC
5.00000
5
2500
ESI 39
350104
WIRE -OUTGOING DOMESTIGCEO
5 00000
11
5500
WIRE d OTHER FUNDS TRANSFER SERVICE Subtotal
80.00
Pro Forma
Wells Fargo Bank, NA 51-1
WF
AFP
Service
Code
co"
Service Deserlotion
Unit Price
Volume
Charms
37260
400003
CEO DEPOSIT DETAIL SUBSCRIPT MOBASE
2000000
1
2000
34121
400224
CEO INTRADAY ITEM VIEWED
003000
2052
61.56
34120
400003
CEO INTRADAY SUBSCRIPTION MTHLYBASE
20 00000
7
14000
37100
400000
CEO PREV DAY SUBSCRIPTION MTHLYBASE
15.00000
7
105.00
34115
4D0001
CEO PREVIOUS DAY ITEM LOADED
0 03000
5152
15456
34252
400800
ELECTRONIC WINDOW EXTENDED STOR 90
0 01000
6 646
6846
INFORMATION SERVICES Subtotal
549.59
Total Analysed Charges
0.00
Total Fee Based Charges
0.00
Total Service Charges
12,408.54
Wells Fargo Bank, N.A. will allocate a lee to recover the cast of deposit Insurance premiums
The Recoupment Fee Is assessed on the Average Ledger Balance In your interest bearing
and non-INaresl bowing accounts
Wells Fargo Bank, N.A. Member FDIC