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HomeMy WebLinkAbout10-132 Resolution No. 10-132 RESOLUTION AUTHORIZING EXECUTION OF A MASTER TREASURY MANAGEMENT AGREEMENT WITH FIFTH THIRD BANK FOR BANKING SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Sean R. Stegall, City Manager, and Diane Robertson, City Clerk, be and are hereby authorized and directed to execute a Master Treasury Management Agreement on behalf of the City of Elgin with Fifth Third Bank for banking services,a copy of which is attached hereto and made a part hereof by reference. s/ Ed Schock Ed Schock, Mayor Presented: July 14, 2010 Adopted: July 14, 2010 Omnibus Vote: Yeas: 7 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk 7 provide us with information about Customer's intended use of the Service. Customer consents to the completion of these forms by Customer's Fifth Third Bank relationship manager. We will FIFTH THIRD 13ANIC rely on the information provided to us on these forms in providing the Services. MASTER TREASURY MANAGEMENT AGREEMENT When Customer submits Application Forms to us. we are entitled to treat them as Customer's This Master Treasury Management Agreement authorization to provide the Services to ("Agreement") i h rebv made and entered into Customer in accordance with the specifications this 14 day of u�y2010, by and between the and instructions set forth in the Application City of Elgin. Illinois, a municipal corporation Forms and the Terms and Conditions. Any (hereinafter referred to as "Customer") and Fifth changes by Customer to the Application Forms Third Bank, an Ohio banking corporation must be made in writing, and such changes shall (hereinafter referred to as provided below) and be effective only after we receive the written governs the provision of Treasury Management requests for. such changes and we have had a services("Services'')to the Customer. reasonable opportunity to act on them. We may, in our discretion, permit Customer to request a Definitions Service through other means. Customer shall be deemed to have accepted the Terms and Capitalized terms used in this Agreement or in Conditions for a Service if Customer uses such any Schedule have the meaningsgivento such Service, allows others to do so, or makes any payment for such Service. terms in the Glossary of the Terms and Conditions or in this Agreement. "Fifth Third Bank," "we," "us." or "our" as used in this Fees and Taxes Agreement refer to the Fifth Third Bank entity in Customer agrees to pay for the Services in whose name this Agreement is accepted. If we accordance with a separately agreed pricing provide Customer with Services in connection amendment or, to the extent a pricing with an account or other relationship that the amendment is not in effect our standard account Customer has with another bank subsidiary of fees and charges for the Services in effect from Fifth Third Bancorp(a"Bank Affiliate"),then the time to time. In addition, Customer agrees to provisions of this Agreement shall apply to such pay our standard fees and charges for any Services, and any reference to "ave" "us" or requested or required special service or handling. "our" in this Agreement shall be deemed to refer Customer shall be liable for all taxes attributable to the Bank Affiliate,as well as to us. to the Services or the agreements contained in Requesting Services this Agreement (exclusive of taxes based on our employees or net income). We reserve the right Customer desires to obtain certain Services from to charge interest on any amounts that are not us as described in the Terms and Conditions of paid within 30 calendar days of the due date. We the Services ("Terms and Conditions") and am will apply' all credits and payments first to y unpaid interest and then to fees, taxes and applicable Bank User manual pertaining to such * Service(s). Customer may request Services by expenses in the order in which they'were due. submitting to us the appropriate application • Use of System forms for such Service("Application Forms"). Customer agrees to provide any information that If a Service involves the use of software we reasonably require to enable us to provide the hardware or databases provided by or through us requested Services to Customer. For some of (a "System''), we or the vendor may' require our Services, Customer may be required to Customer to execute a license or agreement to use or acquire the System. Customer agrees to complete a set-up and implementation process before the Service is available. As part of this treat the System as strictly confidential at all times and to train its employees in the proper and process, Customer may be required to complete set-up and implementation forms. These forms secure use of the system. Customer is solely responsible for the use or misuse of the System *Notwithstanding anything to the contrary herein Fifth Third Bank shall adhere to the schedule attached hereto and made a part hereof as Exhibit A. ,� I and assumes the risk of all consequences of the that we and any intermediary and receiving bank use or misuse of the System by Customer, its may rely on the account number or other personnel or otherwise. identifying number of any bank, person or bank account specified in the Instruction even if such Customer Information numbers identify a bank, person or bank account different from the bank, person or bank account In providing the Services, we are entitled to rely designated by name. Customer bears the risk of upon the accuracy of all information and any loss resulting from a transfer to the wrong authorizations received from an officer, person due to an error in identification, account employee, agent or representative of Customer, or routing number or other information provided or another person acting on Customer's behalf by Customer. (an "Authorized Agent"), and on the authenticity of any signatures purporting to be of an Our Representations and Warranties Authorized Agent. Each payment order, wire transfer instruction, ACH entry or entry data and We represent and warrant to Customer that: (i) other message or instruction to pay or transfer we are duly organized, validly existing, and in funds (an "Instruction") that is sent to us good standing in the jurisdiction in which we are electronically in accordance with the applicable organized; (ii) the execution, delivery and Security Procedures (if any) shall be considered performance by us of this Agreement has been to be an original writing and to have been signed authorized by all necessary corporate and by an Authorized Agent. Neither party will governmental action; (iii) the persons signing contest the validity or enforceability of the this Agreement on our behalf are duly authorized request on the ground that it was not in writing, to do so; and(iv)our execution and performance not signed by an Authorized Agent, or not an of this Agreement does not and will not violate original. A valid digital signature shall, at all any laws, operating rules, or regulations times, be deemed to be conclusive proof of due applicable to us or the transactions contemplated authorization by Customer of the communication by this Agreement,or our articles of association, or document to which it relates. Customer bylaws or similar governing documents. agrees promptly to notify us of any changes to any information or an authorization provided to Except as expressed elsewhere in this us in connection with Services including any Agreement, we make no other representations or limitations on Customer's Authorized Agents, warranties, either express or implied,of any kind and further agrees promptly to execute any new with respect to any Service or our performance or additional documentation as we reasonably of the Services, including, without limitation, deem necessary from time to time in order to those of merchantability and fitness for a continue to provide the Services to Customer. particular purpose, except as expressly provided Customer acknowledges that we may require a for in the terms or conditions or this Master reasonable time period before we act upon any Agreement. No descriptions or specifications such change. Customer agrees that we may constitute representations or warranties of any refuse to comply with requests from any kind individual until we receive documentation reasonably satisfactory to us confirming the Customer Representations and Warranties individual's authority. Customer represents and warrant to us that: (i) Account and Routing Numbers Customer is duly organized,validly existing,and in good standing in the jurisdiction in which Customer understands that we are not Customer is organized,and is validly qualified in responsible for detecting errors in any any other jurisdiction where Customer does Instruction, including the identifying number of business and is required to be qualified; (ii) the any intermediary or beneficiary's bank or execution, delivery and performance by receiver, even if that number does not Customer of this Agreement and the Application correspond to the bank or receiver identified by Forms have been authorized by all necessary name. Customer acknowledges and agrees that corporate and governmental action; (iii) the funds transfers may be made on the basis of persons signing this Agreement and the account number or other identifying number Application Forms on Customer's behalf are (including a bank transit routing number), and duly authorized to do so; (iv) the execution and 2 performance of this Agreement and the use of March 23, 2005" as amended and applicable the Services do not and will not violate any laws, state laws. operating rules, or regulations applicable to Customer. Customer's articles of incorporation, If we accept and act in good faith on a payment bylaws or similar governing documents or any order issued to us in Customer's name and in material agreement to which Customer is bound; accordance with the Security Procedures and any (v) each transaction has, and each Account is written agreement between Customer and us, the maintained for, a business or commercial payment order is effective as Customer's purpose and not a personal, family or household payment order whether or not it is authorized, purpose; and (vi) Customer does not engage as a and Customer is bound by it. Any other participant in Internet gambling. Instruction communicated to us in Customer's name in compliance the Security Procedures and Customer reaffirms these representations and all access to, and use of Services using the warranties each time it uses a Service. In Security Procedures are considered authorized addition, Customer agrees to immediately notify and binding on Customer. If instead of us if any representation or warranty made by accepting and following the Security Procedures Customer is no longer true. we offer, Customer instead chooses to communicate with us pursuant to some other Security Procedures; Operating Procedures procedure, Customer is refusing the Security Procedures we recommend as commercially "Security Procedures" means certain procedures, reasonable and Customer will be bound by any including the use of Identification Codes, payment order or other Instruction issued in personal identification numbers, passwords, Customer's name and accepted by us in logon identifications, tokens and other security compliance with that procedure. The Security systems or procedures designed to verify the Procedures are in addition to, and do not limit, origin of payment orders and other Instructions revoke or affect the authority of any person sent to us, as well as access to Services and other (whether by course of dealing or otherwise) to communications from Customer. Customer transmit Instructions in Customer's name. We acknowledges that any mutually agreed upon may continue to rely upon such authority and we Security Procedure is commercially reasonable. are authorized to act upon Instructions received The parties agree that the Security Procedures from persons acting pursuant to such authority. are designed to detect and prevent unauthorized transactions and not to detect errors. Customer In addition to the Security Procedures, we may, further acknowledges that we may, but shall not in our discretion, use additional procedures to be under any obligation to, take any actions we verify the authenticity of Instructions deem advisable to detect errors or unauthorized communicated to us. We will not be responsible Instructions beyond those that are specified in for our refusal to act upon any Instruction the Security Procedures. Customer agrees that received that does not comply with this our performance of any such actions on any Agreement, including where our reasonable occasion or multiple occasions will not obligate efforts to verify Instructions in accordance with us to do so on any future occasion. Customer the Security Procedures have failed or where agrees to safeguard any Identification Code that such action is delayed until verification can be we assign or give to Customer as part of any obtained. Security Procedure and to distribute such Identification Code only to authorized personnel. Customer is solely responsible for the accuracy and completeness of each Instruction or communication sent to us. Customer may change its choice of Security Procedures at any time by requesting the same in writing to us. We notify customers of security breach incidents involving their information in accordance with the "Federal Banking Interagency Guidance on Response Programs for Security Breaches dated 3 • Access Channels for these Services. Since an Access Device facilitates access to our Services, it is critical that This Section governs the access to accounts and Customer carefully control the distribution and Services through our internes access portals use of the Access Devices to insure that they are including Fifth Third Direct® ("Fifth Third only available to, and used by personnel as Direct") and through Account Management & authorized by Customer. The use of the Access Payments ("AMP"), our internet based suite of Device is subject to any terms of use Services. The features and options available accompanying the Access Device or any through Fifth Third Direct and AMP are required license, and may only be used as and described in greater detail below and in the Bank where delivered to Customer and only for the User Manual (which we may also refer to as a purpose of accessing our Services. Customer "User Guide") for these Services. agrees to carefully follow and observe the instructions provided with the Access Device Administration. As part of the set up process for and to properly use, care for and maintain the Fifth Third Direct, Customer will appoint a Access Device. Each Access Device and the person ("Administrator") with complete related technology, documentation and materials authority on Customer's behalf to manage the at all times remain our or our vendor's property. use of Fifth Third Direct. The Administrator has critical authority with respect to Fifth Third Customer Responsibilities. In addition to Direct including the authority to: designate adhering to the Security Procedures, Customer personnel ("users") including the Administrator agrees to (a) institute prudent procedures and with access some or all of the Services or Service practices to control access to the Services and to features through Fifth Third Direct and AMP; mitigate the risks of conducting transactions establish approval processes and limitations through the internet, (b) institute and enforce (such as dollar amount and transaction type) on effective policies and procedures to ensure that the user's authority for certain Services; enable its personnel use the Service only as authorized the assignment of user ID's and passwords; and and within the limits of their permission or accept and act on all communications from us authority, and only for the specific features for regarding Fifth Third Direct. We rely on the which they have authority, (c) incorporate authority of the Administrator in providing reasonable security features in its computer Services to Customer. systems, and(d) comply with all laws applicable to Customer's use of Fifth Third Direct and Security Procedures. Access to Fifth Third Services through Fifth Third Direct. We are not Direct and to other Services through Fifth Third responsible if any person exceeds the limits of Direct or AMP is subject to Security Procedures. their authority or permission rights, or The Fifth Third Direct Service generates unique unauthorized personnel gain access to a Service user ID's and initial passwords for each user through the use of the Security Procedures. designated by the Administrator. The use of user ID's and passwords, and where applicable, Equipment and Software. Customer is solely Access Devices (as described below) constitutes responsible for having and maintaining at its the Security Procedure for the Service accessed expense proper functioning hardware, software through Fifth Third Direct. Customer and communication devices and Internet access understands that all access to, and use of the and service necessary for use with Fifth Third Services by Customer through Fifth Third Direct Direct and AMP. using the Security Procedures is considered for all purposes and without further investigation to While our websites include encryption and be authorized by Customer. We will act and rely other data protection features, Customer upon all payment orders and other Instructions understands that the Internet is inherently and directions to us through Fifth Third Direct or insecure and that there is a risk that data AMP using the Security Procedures. communications and transfers can be monitored, intercepted, rerouted, copied and Access Devices. Access to some Services may read by others. We are not liable if these require the use of a security token or other risks occur or for the use of such data by security or authentication device and related others,or if privacy is not maintained. software(an"Access Device"). Proper use of the Access Device is part of the Security Procedure Account Management& Payments 4 1 AMP enables Customer to manage daily cash act on the notice. Customer is solely responsible balances,research and reconcile account activity, for the actions, instructions and decisions of the and initiate funds transfers. Customer may elect Administrator and the designated users. to enable one or more or all of the modules for Customer or a particular user. The features and Funds Transfers. The use of our Funds Transfer options available through AMP are described in Services through AMP is subject to the Security greater detail below and in the Bank User Procedures for those Services, respectively, Manual for AMP. AMP is only available including the use of an Access Device. The through Fifth Third Direct. Security Procedures include a variety of approval options, user limitations and controls which are Administration. AMP is administered on behalf described in greater detail in the Bank User of Customer by the Administrator. In addition to Manual. We recommend that Customer any other authority the Administrator may have establish an approval protocol appropriate for with respect to Fifth Third Direct and other Customer's particular circumstances. If Services, the Administrator will have the very Customer does not establish and require important authority with respect to AMP to: adherence to an approval protocol for Funds Transfers or if Customer selects a "no approval" • designate users with authority for some option, Customer assumes the risks of all or all features of AMP, transactions which could have been prevented by • appoint other Administrators with the requiring approval. Customer acknowledges that authority of an Administrator, Customer has considered the various Security • give us instructions and access reports Procedures available to Customer and that the relating to AMP, Security Procedures Customer selects are • elect to enable email alerts, specify the suitable for Customer for the size, type and types of alerts to be received and frequency of transactions Customer will initiate. designate the destinations to which Funds Transfers involving only internal account alerts are sent, transfers may not be subject to all of the Security • elect to enable access to our ACH Procedures for other Funds Transfers. Origination Service, Wire Transfer Service and account transfers between Account Information. Depending upon the deposit accounts and commercial loan service level Customer selects, Customer will accounts ("Funds Transfers") and have access to account and transaction designate users (including the information on a prior day or intraday basis, or Administrator)with authority to execute both. Account information changes frequently Funds Transfers,and and is subject to updating, verification, and • establish approval protocols and correction. We assume no responsibility for limitations for transactions including Customer's reliance on any account or Service Funds Transfers. v information subsequently updated, verified or corrected. AMP Administrator's Authority. Customer may authorize the Administrator to have non- Email Alerts functional authority (authorized only to add and administer users) or functional authority (with Some of our Services, including AMP offer an authority to use the Service including for Funds email alerts feature. If Customer elects to use Transfers). In the set up process for AMP, the this feature, our system will send an email alert Administrator will have the option to require (an "Alert") to users designated by the Dual Control Administration, meaning that the Administrator that an activity, status or action approval of a second Administrator is required to selected by the Administrator regarding a verify the designation and authorization of a selected account has occurred. designated user. We recommend that Customer elect to require the Dual Control Administration. Set Up. The Alerts feature is set up by the We will rely on the authority of the Administrator. Customer is solely responsible Administrator and users designated by the for the selection, security, accessibility and Administrator until we receive written notice of a accuracy of the email addresses the change and we have a reasonable opportunity to Administrator provides to us. 5 Informational Use. Alerts are provided for any payments in any accounts with us in Customer's information and convenience only. connection with unlawful internet gambling. An Alert does not constitute a bank record for the account to which it pertains. The Alerts Limitation of Liability feature is meant to assist Customer in managing Customer's accounts, but is not intended as a CUSTOMER AGREES TO THE MAXIMUM substitute for proper account management or EXTENT PERMITTED BY LAW THAT IN regular use of our AMP and other information NO EVENT WILL WE BE LIABLE FOR ANY Services. CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT LOSS OR DAMAGE THAT Delivery Risks. Customer's receipt of any Alert CUSTOMER OR ANY OTHER PERSON MAY may be delayed or prevented by Customer's INCUR OR SUFFER IN CONNECTION WITH internet service provider, delays in the internet ANY OF THE SERVICES PROVIDED BY US, generally, traffic congestion, failure of EVEN IF WE HAVE BEEN ADVISED OF telecommunications systems, delays or failures THE POSSIBILITY OF SUCH DAMAGES. associated with Customer's systems and many other circumstances beyond our control. We do Customer further agrees, to the maximum extent not guarantee the delivery of any Alert. We will permitted by law, that our liability to Customer not be liable in any way for non-delivery, arising from any Service will be limited to actual delayed or wrong delivery of an Alert, inaccurate monetary damages that are a direct result of our content in an Alert, or Customer's use of, or failure to exercise reasonable care in providing reliance on the absence or contents of any Alert the Service. Notwithstanding the foregoing, for for any purposes. Requests or Entries which are subject to UCC 4A, we are liable only for damages required to Security. Alerts are sent via the internet without be paid under UCC Article 4A. being encrypted or otherwise coded in any way. and may include Customer's name and certain Indemnification Obligations information pertaining to Customer's account. We are not responsible if an unauthorized person Customer agrees to indemnify and hold us and has access to the Alerts. each Bank Affiliate, and our and their respective officers, directors; employees, shareholders and Replies. Customer is not permitted to reply to agents (collectively, "Representatives"), email Alerts; any reply Customer sends will not harmless from and against any and all losses, be read or acted upon. Customer should never liabilities,damages,actions,claims and expenses respond to any request purportedly from us including court costs and reasonable attorneys' to provide Customer's account numbers or fees and expenses("Losses")resulting directly or security details such as passwords. Any such indirectly from or arising in connection with (a) purported request or other unusual emails Customer's violation of any of Customer's purportedly part of the Service must be reported agreements, representations, warranties or to us immediately. covenants under this Agreement, any Application Forms, or any other agreement with Compliance us relating to the Services, the Security Procedures or the Rules and Regulations This Agreement and the use and provision of Applicable to All Fifth Third Accounts(however Services are subject to all applicable state, named, the "Rules"), or (b) our providing the Federal, local and foreign laws,rules,regulations Services including carrying out any Instruction and other law including, without limitation, given to us in accordance with this Agreement. rules, regulations and operating procedures, policies and guidelines promulgated by NACHA We agree to indemnify and defend at our own - the Electronic Payment Association, the expense or settle any action brought against Federal Reserve Board, any money transfer Customer to the extent that it is based on a claim systems or clearinghouses used by us in that Customer's use of a Service directly providing Services to Customer. Both parties infringes a copyright, trademark, or patent or agree to comply with applicable law in using the constitutes misappropriation of a third party Services including in connection with any trade secret, provided, however, that Customer Instruction sent to us. Customer will not accept (i) promptly notifies us in writing of such claim. 6 (ii) has not made any admission of liability or make available to Customer through reporting agreed to any settlement or other material issue services and to notify as soon as reasonably relating to such claim,(iii)reasonably cooperates possible of any discrepancy between its records with us at our expense in the defense or and the information we provide or make settlement, (iv) gives with sole control and available. Customer agrees that no more than 30 authority over the all aspect of the defense or calendar days is a reasonable time for Customer settlement of such claim. to notify us of errors or discrepancies unless applicable laws, rules or regulations provide for Recordings; Imaging Record a shorter period. We are authorized (but are not obligated) to Customer acknowledges that we offer a variety record electronically and retain telephone of tools, including positive pay which can be conversations between Customer and us. effective in assisting Customer in reducing the Imaging records will be retained by us in incidence of fraud and other unauthorized accordance with our policies and procedures and activity in Customer's accounts. To the extent copies of such will be available at Customer's Customer chooses not to utilize such tools, request and expense. Customer will be deemed to have assumed the risks of the activities which could have been Confidentiality prevented by the proper use of such tools. Except to the extent otherwise required by law, Deficient Checks Customer agrees to safeguard and not disclose to any third party(a)the payment and pricing terms Customer agrees not to change the supplier of or fees for the Services or (b) any Security the checks that it uses for accounts with us or Procedures, including Identification Codes, in reorder any checks until (a) Customer provides each case whether or not we are then performing us with a proof of the proposed check stock and Services for Customer. Customer agrees to limit 25 checks for us to test ("test checks") as to the internal disclosure and distribution of such whether such checks are deficient in any way, information to its employees, agents or and (b) we determine and notify Customer that representatives who have a need to know such the test checks are acceptable. If we experience information and will at all times have appropriate problems processing the checks Customer policies in effect to ensure the confidential status provides using our normal processing of such information. Customer must notify us procedures, we will notify Customer and immediately if there has been a breach of its suspend any Service until the problem is security, or any Security Procedures have been corrected to our satisfaction. compromised, or any Security Procedures have been lost, stolen or misused. Overdrafts We acknowledge that information we obtain We may delay or refuse to process any item, from Customer in connection with any Service transaction, or Instruction that exceeds the we provide to the Customer in accordance with amount of available funds in the account on this Agreement may be confidential. We will which it is drawn or presented or would reduce maintain the confidentiality of such information the balance in such account below any required in accordance with our normal procedures for minimum balance (i.e., the item, transaction, or safeguarding customer information. instruction would create an "overdraft"). If we Notwithstanding the foregoing, we may share decide in our discretion to process an item, Customer's information in accordance with the transaction, or Instruction despite the overdraft, Fifth Third Privacy Notice for Commercial Customer agrees to reimburse us upon demand Customers. for (a) the full amount of any overdraft or shortfall created by that item, transaction or Duty to Inspect Instruction,(b)all overdraft fees and charges,(c) interest on the amount of overdraft or shortfall Customer is responsible for monitoring all for the day of the overdraft or shortfall was Services and activity in its accounts with us created and for each following day until the including individual transactions. Customer overdraft or shortfall has been paid or restored agrees to review the information we send or and (d) all Losses we incur in collecting from 7 Customer the overdraft, or any fees, charges or Service (collectively. "Processes"). Customer interest relating to it. agrees to reasonably cooperate with us and make its facilities, Processes and all relevant records, Stop Payments reports, information and personnel relating to the Processes available to us. Stop payment requests are governed by the Rules. Customer may request a stop payment on Limitations. The purpose of any audit we may checks or other items drawn on one of its conduct is limited to assessing the security and accounts by providing us with the complete and compliance with applicable standards of the accurate account number,the serial number(as it Processes in connection with Customer's use of appears on the item's MICR line), the date, and our Services. We will not exercise this right the amount of the item. The account will be except to the extent required by our regulatory assessed a stop payment request fee. Customer authorities or we are made aware of actual or agrees to indemnify and hold us harmless for any potential incidents of material weaknesses or Losses that we incur as a result of our honoring security breaches in the Processes relating to the any such stop payment request. Service. If we desire to conduct an audit, we will give Customer at least five days advance Transaction Limits notice, conduct the audit only during business hours and strive to avoid any disruption or If we in good faith determine that providing interference with Customer's operations. The Services to Customer results in unacceptable results of any audit or the fact that we do not credit exposure or other risk to us, or will cause conduct an audit are not to be taken as an us to violate any law, regulation, rule or order to assessment of the Processes or compliance with which we are subject, we may, without prior any standards. We will each bear our own costs notice, limit Customer's transaction volume or in connection with the audit. dollar amounts,or refuse to execute transactions, or we may terminate any Service then being Confidentiality. We will keep confidential the provided to Customer. Customer shall, upon our information Customer provide us in connection request from time to time, provide us with such with the audit, as well as the results and our financial information and statements and such findings with respect to the audit except to the other documentation as we reasonably determine extent disclosure is required by our regulatory to be necessary or appropriate to enable us to authorities or applicable law or legal process. evaluate our exposure or risk. We will to the We will not seek access to any information extent not restricted by law communicate our Customer is prohibited by law or contract from decisions promptly to Customer. providing or making available to us, including Customer's personal financial and other Money Market Deposit and Savings Accounts confidential or protected information. Transfers from any of Customer's Accounts that Recommendations. If, as a result of any audit or are money market deposit or savings Accounts inspection we make a material recommendation made through the Services are counted against relating to the Processes and Customer fails to the permissible number of transfers for such institute any such recommendation, we have the Accounts prescribed by law. Therefore, we may right to terminate or suspend each affected not effect transfers Customer requests or that we Service pending satisfactory resolution of the would otherwise be required to make on its circumstances giving rise to the behalf in excess of these limitations. Please see recommendation. the Rules for more details about these restrictions. Processors Audit Customer acknowledges and agrees that we may arrange for some or all of the Services to be General. We reserve the right, for ourselves and performed or provided by third-party processors, our regulatory authorities to audit, inspect and, if including one of our affiliates("Processors"). warranted, test Customer's equipment, IT infrastructure, workflow and processes, and Vendors security policies and procedures relating to a 8 Any third-party servicer or vendor used by fails to maintain sufficient available funds in any Customer in connection with the Services account maintained for a Service. In addition, ("Vendor") is Customer's agent and not ours, we may terminate this Agreement or terminate or and Customer will be liable and solely suspend any Service immediately upon notice to responsible for: (a) any Vendor's failure to Customer if: (a) Customer closes any account comply with this Agreement, the Terms and established in connection with the Services Conditions or any Security Procedures or without establishing a replacement account; (b) operating requirements relating to the Services; Customer breaches a material obligation under (b) all fees, costs and expenses owed to each this Aereement, any applicable law or any other Vendor for its services; and (c) any Losses agreement with us; (c) Customer becomes incurred as a result of any Vendor's failure to insolvent, is placed in receivership or adjudicated perform, or delay or error in performing, its bankrupt or Customer becomes subject to any services. voluntary or involuntary bankruptcy proceeding or any assignment for the benefit of its creditors; • Setoff (d) Customer's financial condition has become impaired in our good faith opinion; or (e) the Customer grants us a contractual right of setoff continued provision of Services in accordance against Customer's deposits and funds in with the terms of this Aereement would, in our Customer's accounts with us and any Bank good faith opinion, violate federal, state or local Affiliate at any time in order to satisfy any law or would subject us to unacceptable risk of unpaid or unperformed obligation to us under loss. this Aereement, now or at any time in the future. We may exercise our right of setoff without Upon any termination of this Agreement, . demand or notice, and without recourse to any Customer shall: (a) promptly pay to us all sums other collateral. In addition, Customer grants to due or to become due under this Agreement; (b) us a security interest in Customer's deposit return immediately to us at Customer's expense accounts with us or our Bank Affiliate. Our the System (if applicable), and all related rights and interests provided in this Section are materials, and all copies and reproductions limited to the extent of limitations and thereof, whether written or in magnetic media restrictions imposed by applicable law. and whether received from us or otherwise and shall pay us for any damages to any such Force Majeure materials (ordinary wear and tear excepted); and (c) have no further right to make use of the Neither party shall be responsible, and neither System or the Services. • shall incur any liability to the other, for any failure, error, malfunction or any delay in Termination of a Service does not affect carrying out any of its obligations under this Customer's payment obligations for services that Agreement or any of the Services if any such we provide to Customer before the Service is failure, error, malfunction or delay results from terminated. Also, termination of any Service causes beyond such party's reasonable control, Customer uses does not release Customer or us including without limitation, fire, casualty, from any of our respective obligations that arose failure of telecommunications, internet or data or became effective prior to such termination. In processing services, lockout, strike, unavoidable addition, all provisions of this Agreement accident,act of God,act of terrorism,riot,war or relating to the parties warranties, representations, the enactment, issuance or operation of any confidentiality, non-disclosure, proprietary adverse governmental law, ruling, regulation, rights, limitation of liability and indemnification order or decree, or an emergency that prevents shall survive the termination of a Service or this such party from operating normally. Agreement, as applicable. Termination Entire Agreement * Either party may terminate this Agreement or This Agreement, together with the Terms and any Service at any time by giving 30 days' prior Conditions, any applicable Bank User Manuals, written notice of termination to the other party. the Application Forms, the Rules, the signature We may terminate or suspend immediately any card, the account fees, and any resolution or Service without notice to Customer if Customer other document establishing Customer's *Exhibit A attached hereto and made a part hereof, s__,5.3 9 authority to engage in the Services and open the whole or in part without Customer's consent; Designated Accounts (collectively the "Related however, we shall notify Customer of any Agreements"), constitutes the complete and assignment as soon as commercially reasonably. exclusive statement of the agreement between the parties with respect to the Services and the Severability Designated Accounts and supersedes any prior or contemporaneous agreements between the In the event performance of Services in parties with respect to such Services and the accordance with the terms of this Agreement Designated Accounts. In the event there is a would result in a violation of any present or conflict between this Agreement and the Terms future statute, regulation or government policy to and Conditions, the Terms and Conditions shall which we are subject, and that governs or affects prevail to the extent necessary to resolve the the Services or other transactions contemplated conflict. Customer acknowledges receipt of the by this Agreement, then this Agreement shall be Rules, applicable Bank User Manuals and notice deemed amended to the degree necessary to of account fees and agrees to be bound by their comply with such statute, regulation or policy, terms. If there is any conflict among the terms and we shall incur no liability to Customer as a and provisions of the Agreement, the Rules and result of such violation or amendment. If any the account fees, the terms and provisions of the provision of this Agreement is held to be invalid, Agreement shall govern, but only to the extent illegal, or unenforceable, the validity, legality,or reasonably necessary to resolve such conflict. enforceability of the other provisions of this Agreement will not be affected or impaired by Counterparts such holding. The Agreement may be executed in counterparts, Headings each of which shall be deemed an original and all of which shall constitute a single instrument. Headings are for reference purposes only and are not part of this Agreement. Amendment Waiver This Agreement may only be modified in a writing executed by the parties; however, we No party's failure or delay in exercising any may modify the Terms and Conditions by giving right or remedy under this Agreement will Customer thirty (30) calendar days prior written operate as a waiver of such right or remedy, nor notice. If Customer continues to use a Service shall any waiver by either party of any breach of after receipt of such notice, Customer is bound its obligations under this Agreement operate as a by the Terms and Conditions as so modified. waiver of any prior, current or subsequent breach. No waiver hereunder will be effective Notwithstanding the foregoing, if a change to unless made in writing. this Agreement or the Terms and Conditions is required by law or a regulatory authority with Governing Law; Venue jurisdiction over us or is, in our discretion, necessary to preserve or enhance security of the systems that we use in providing Services to This Agreement shall be construed in accordance Customer, we may change or add to this Master with and governed by the laws of the State of Agreement or the Terms and Conditions by Illinois. giving Customer prompt notice after we make Notices the change. If Customer continues to use a Service after receiving such notice, Customer is Except as otherwise provided, all notices and bound by the new terms and conditions. other communications by either party relating to this Agreement shall be given promptly in Assignment writing or electronic medium and shall be effective either on the date it is actually received Customer may not sell, assign or transfer any of or 5 days after it is mailed,transmitted or posted, its rights or obligations under this Agreement whichever is earlier. The address to which all without our prior written consent. We may notices(other than notices given electronically as assign our rights and obligations hereunder, in permitted in this Agreement) concerning the 10 Services shall be sent to Customer is that address Customer represents and warrants to us that we have on our records. Customer (or another Subsidiary) owns a majority of the outstanding shares or equity Subsidiaries interests of each Subsidiary. By executing this Agreement, Customer, each Each Subsidiary acknowledges and agrees that it "Subsidiary" listed below, and we agree that is responsible for the payment of fees for the each such Subsidiary shall have all of the rights Services that it receives from us, or for the and obligations of,and shall for all purposes be a maintenance of balances as the case may be. party under this Agreement as "Customer". Each Subsidiary will be deemed to make to us all Customer unconditionally guarantees to us the representations and warranties of "Customer" full and prompt payment and performance by the hereunder and will be subject to all obligations Subsidiaries of all obligations they or any of as "Customer" under this Agreement and the them may incur under this Agreement and the Related Agreements. Related Agreements. SIGNATURE PAGE FOLLOWS 11 • SIGNATURE PAGE TO MASTER TREASURY MANAGEMENT AGREEMENT CUSTOMER NAME: .(7y OF 6L-41A1 TAX ID NUMBER: —49 00 21 *NOTE: If required by olution,second officer must sign below Attest Signed j.Q4,, le *Signed By Se n R. Stegall By Diane Robertson (PRINT) (PRINT) Its City Manager Its City Clerk (TITLE) (TITLE) FIFTH T . RD BAN, By ci� .r a ��— .�TtJ`�'`...,. Irl• ML:Y S:.. Its �' EN �tl� ��.\ � I'a.5: Dated jr-,l. - � , 20/O 6 7 10 redline to Master TM Agreement VER 8 09.DOC CITY OF ELGIN BANKING SERVICES BANK DEPOSITORY SERVICES PROPOSAL FORM EXHIBIT A Bank: FIFTH THIRD BANK Estimated Charge Annual Service Bank Depository Services Annual Volume Per Item Charges Account Maintenance(11 accounts) 132 11.0000 $1,452.00 Checks Paid 16,800 0.1000 $1,680.00 Deposits Slips Processed 680 0.6500 $442.00 Items Deposited-non-lockbox 121,560 0.0800 $9,724.80 FDIC Assessment Fee- assumtion per 1000 .1121 (Pass 27,000 Through) $302.67 Wire Transfers: Incoming 156 5.0000 $780.00 Outgoing 48 7.0000 $336.00 Notification(e-mail)of Wire Transfer Transaction 204 Included PC Banking $0.00 Transfers Between Accounts 2,500 Included PC Banking $0.00 ACH Transactions: ACH In 5,800 0.0700 $406.00 ACH Out 43,000 0.0700 $3,010.00 ACH Returned 216 2.0000 $432.00 Notification(e-mail)of incoming ACH Transaction 250 No charge Return checks converted to ACH (RCK) 350 4.0000 $1,400.00 Currency Processing 13,000 See Vault items below Cash Vault Deposit Notes Non Standard Actual Per Bill 0.0100 Cash Vault Currency 13,000 0.0012 $15.60 Cash Vault coin actual 0.7700 Adjustment actual 8.0000 Currency Order actual 3.2500 Order Per Strappd Currency actual 0.5650 Order Per Coin Roll actual 0.1100 Stop Payments(AMP) 48 10.0000 $480.00 Payee Positive Pay/ARP(with Full recon) 50 60.0000 $3,000.00 Vendor ACH Transactions 600 0.0700 $42.00 Payee Positive Pay per check( With Full recon) 18,000 0.1200 $2,160.00 Payee Positive Pay-exceptions 50 0.0350 $1.75 On-line check/deposit archiving(online) 50 Included below PC Banking Software 12 See Below for breakdown AMP Prior Day Module (6 months history) 12 45.0000 $540.00 AMP Prior Day Per Account 132 10.0000 $1,320.00 AMP Prior Day Detail- Est 17,000 0.0300 $510.00 AMP ACH Module 12 30.0000 $360.00 AMP Wire Module 12 10.5000 $126.00 Monthly Account Maintenance 132 included above Estimated Charge Annual Service Bank Depository Services Annual Volume Per Item Charges Check Truncation and monthly CD Rom 12 25.0000 $300.00 Additional Line Items $0.00 Outstanding Check report 50 20.0000 51,000.00 Positive Pay- Paid no Issue actual 2.5000 50.00 RCK- Ist Presentment actual 0.5000 50.00 RCK 2nd Presentment actual 0.5000 50.00 RCK Chargeback actual 0.5000 S0.00 CD Rom per item 16,800 0.0300 $504.00 Repo Sweep Maint Actual 100.0000 50.00 Lock box Transactions(check converted to electronic deposit) 63,000 0.0140 $882.00 Account Maintenance 12 125.0000 $1,500.00 Deposit imaging 126,000 0.0100 $1,260.00 Weekly CD ROM 52 30.0000 $1,560.00 Rejected Items 75 0.1000 $7.50 Exception Item(Mulit,Check only, etc.) actual 0.1000 $0.00 Lockbox data/character(not needed with OCR) 875,000 N/A $0.00 File Transmission(daily) 240 5.0000 $1,200.00 Retail Lockbox MICR Capture (OCR) 63,000 0.0200 $1,260.00 Other Remote Deposit Deposit Transmission 300 Please see attached proposal Transactions 130,000 _ Lease of Equipment/mo. (5 machines) 60 _ File storage/viewing capabilities 12 Purchase Card Monthly Fee 0 0.0000 Number of Cards 85 0.0000 Annual Volume 325,000 0.0000 Rebate on $325,000 See attached Schedule & Grid $975.00 Automated Teller Machine(ATM)* *cost @$750 per machine per month Police Station 722 750.0000 $9,000.00 Centre 1,375 750.0000 $9,000.00 Hemmens 361 750.0000 $9,000.00 Highlands Golf Course new 750.0000 $9,000.00 Bowes Creek Country Club new 750.0000 $9,000.00 Armored Car Services 5 locations 7 days a week S 16,000 No proposal 2 locations 5 business days included above Agenda Item No. City of Elgin 7 emo a x� April 22, 2010 \ '.� '� TO: Mayor and Members of the City Council _ � . , FROM: Sean R. Stegall, CityManagerleiroA• rry.+tt Stable C_:rt} Gopereiniext James R. Nowicki, Fiscal Services Director SUBJECT: Banking Services PURPOSE The purpose of this memorandum is to provide the Mayor and Members of the City Council with information to consider an agreement with Fifth Third Bank for various banking services. RECOMMENDATION It is recommended that the City Council approve a five year contract with Fifth Third Bank for • various banking services in an estimated amount of$60,692.15. BACKGROUND The City recently sought proposals for banking services from area financial institutions. The Request for Proposal was posted on the City's web site and local banks were encouraged to review and reply to the Request for Proposal (RFP). The scope of banking services required by the City included: • Retail lockbox • Collateralization of account balances • Automated sweep feature for end of day balances • Compensation method for banking services • P.C. or "on-line" banking services • Payee positive pay • Automated account reconciliation • ACH • Wire transfers • Maximizing funds available • Check to ACH conversion for NSF checks • Safekeeping i • • Banking Services April 22, 2010 Page 2 Optional baking services included: • Credit card processing • Remote deposit • Purchase cards • Automated Teller Machines (ATMs) • Armored car services Bank selection is an objective evaluation focusing on costs, investment benefits, services provided and personnel involved. If a bank cannot provide the services or provides them in a less than acceptable manner, then the quoted cost of service cannot be realistically compared with banks that can completely comply with the RFP requirements. The purpose of the RFP is to obtain information that would allow the City to compare banks on an "apple-to-apple"basis. Proposals were evaluated by the Assistant Finance Director, Fiscal Services Director, and James Beasley, a national expert in the banking services field. Mr. Beasley came highly recommended by the City's audit firm as well as other local Finance Directors. Fifteen commercial banking institutions indicated they were interested in handling the City's banking services. Nine banks submitted proposals. After reviewing the nine proposals, the top four institutions were interviewed. Two firms, JP Morgan Chase Bank and Fifth Third Bank, were then selected and site visits were made to view their lockbox operations. Demonstrations of their on-line banking services were completed at City Hall. Fifth Third prepared a very high quality proposal and made a very good presentation at the interviews. The bank is very strong from a credit quality standpoint with a 4-star Bankrate.com rating. The bank can provide all services in-house as required in the RFP. The pricing for services is the lowest of all banks. The on-line reporting system is very sophisticated and complete with proper internal controls. The funds available schedule for deposits is simple and favorable for the City. The bank offers innovative cash management solutions including the electronic cash vault and teller payee positive pay in a"real time" environment. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None. Banking Services 0 April 22,2010 Page 3 e Y,, FINANCIAL IMPACT The cost of the required banking services proposed by Fifth Third Bank based on estimated volumes would total $60,692.15. The City would have the option of either paying for the services or receiving an earnings credit that would offset the bank charges based on the balance of funds that remain on deposit and the corresponding interest rate. Should the City decide to pay for the services, a budget adjustment would be required. Account number 010-2005-718.45- 99, General Fund, Finance Department, Miscellaneous Services, would be charged. *II/LEGAL IMPACT None. ALTERNATIVES 1. The City Council may choose to approve the agreement with Fifth Third Bank for various banking services in the amount of$60,692.15. 2. The City Council may choose not to approve the agreement with Fifth Third Bank for 0 various banking services. Respectfully submitted for Council consideration JRN/mlms Attachment 0 CITY OF ELGIN BANKING SERVICES BANK DEPOSITORY SERVICES Bank Responses PROPOSAL.FORM Updated where submitted EXHIBIT A Bank: Estimated Bank Depository Services Annual Volume 5th 3rd Charter**** Harris* JP Moraa0 National**"**" Account Maintenance(11 accounts) • 132 $ 1,452.00 $ 1,980.00 $ 990.00 $ 1,320.00 $ 1,980.00 Checks Paid 16,800 $ 1,680.00 S 1,680.00 $ 2,016.00 $ 1,680.00 $ 2,520.00 Deposits Slips Processed 680 $ 442.00 $ 510.00 $ 510.00 $ 1,020.00 $ 102.00 Items Deposited-non-lockbox 121,560 $ 9,724.80 $ 10,940.40 $ 10,940.00 $21,880.80 $18,243.00 EAQ A'4o4si}te h;Pee,Rt:itiavtd fo OJribanks i.MNi;'e ;$f;l;129 rqTor:;M Wire Transfers: S 300.00 • Incoming 156 $ 780.00 $ 1,092.00 $ 1,170.00 $ 1,248.00 $ • Outgoing 48 S 336:00 $ 240.00 $ 300.00 $ 432.00 $ 720.00 Notification(e-mail)of Wire Transfer Transaction 204 $ - 5 300.00 $ 102.00 $ 510.00 $ - Transaction 250 $ - $ 120.00 $ - Transfers Between Accounts 2,500 $ - $ 250.00 $ 1,250.00 $ - $ • ACH.Transactions: S 1,468.00 $ 1,340.00 $ 7,860.00 ACH In 5,800 $ 406.00 $ 406.00 $ 696.00 $ 348.00 $ - ACH Out 43,000 $ 3,010.00 $ 3,010.00 $ 3,440.00 $ 2,580.00 8. 792.00 ACH Returned 216 $ 432,00 S 648.00 $ 648.00 $ 540.00 $ - Notification(e-mail)of incoming ACH Transaction 250 S - $ 180.00 $' 125.00 $ 625.00 S - Retum checks converted to ACH(RCK) 350 $ 1;400.00 N/A $ 199.50 $ 1,750.00 $ 1,750.00 Currency Processing S 13,000.00 $ 15.60 $ 104.00 $ 20.80 $ 2,373.00 Stop'Payments 48 $ 480.00 $ 324.00 $ 480.00 $ 480.00 $ 720.00 Payee Positive Pay/ARP 50 $ 3,000.00 $ 1,800.00 S• 2,000.00 $ 150.00 Vendor ACH Transactions 600 $ 42.00 $ 42.00 $ 36.00 $ - Payee Positive Pay per check 18,000 S 2,160.00 $ 720.00 $ 1,260.00 $ 540.00 $ 180,00 Payee Positive Pay-exceptions 50 $ 1.75 $ 50.00 $ 50.00 $ 1,000.00 $ 3,00 On-line check/deposit archiving(online) 50 S 365.00 $ - PC Banking Software 12 5 2,856.00 $ 2,640.00 $ 2,124.00 $ 720.00 $ 900.00 Monthly Account Maintenance 132 $ - $ 1,980.00 Check Truncation and monthly CD Rom 12 $ 300.00 $ 360.00 $ 3,048.00 $ 960.00 $ 300.00 Other $ 1,504.00 $ 2,304.00 $ 3,404.00 Total Proposed Service Average Monthly Amount(Total/12) Balance Required to Support$1.00 of Services(Exhibit A-2) Required Monthly Compensation Balance (Ave.Monthly Amount X Balance Required for$1) Lock box Transactions(check converted to electronic deposit) 63,000 S 882.00 $ 5,040.00 5 6,174.00 $ 12,600.00 $24,570.00 Account Maintenance 12 $ 1,500.00 $ 1,380.00 $ 1,200.00 $ 1,800.00 • • • - Estimated Bank Depository Services Annual Volume 5th 3rd Charter** Harris* JPMorgan National Deposit imaging 126,000 $ 1,260.00 $ 378.00 $ 5,880.00 $ 2,520.00 _ Rejected Items 75 $ 7.50 $ 9.00 $ 26.25 Lockbox data/character 875,000 Other S 4,020.00 $ 8,280.00 $ 21,617.12 $ 4,570.00 Remote Deposit Deposit Transmission 300 $ 199.50 $ 150.00 $ 225.00 $ 180.00 $ 45.00 Transactions 130,000 $ 5,200.00 5 6,500.00 $19,500.00 Lease ofEquipmentlmo.(5 machine) 60 $ 2,880.00 $ 6,000.00 $ 4,930.00 $ 1,200.00 File storage/viewing capabilities 12 Other $14,721.00 $ 2,400.00 $ 12,780.00 $ 12,510.00 $ - Purchase Card $ - $ - S - $ - Monthly Fee 0 $ - $ - $ - $ - $ - Rebate 0 $ - $ - $ - $ - $ - Rebate on$325,000 0 ? $ - $ - $ - $ - Automated Teller Machine(ATM) Police Station 722 $ 9,000.00 $ 12,000.00 $ 14,400.00 no bid $ 2,000.00 Centre 1,37.5 $ 9,000.00 $ 12,000.00 $ 14,400.00 no bid $ 2,000.00 Hemmens 361 $ 9,000.00 $ 12,000.00 $ 14;400.00 no bid $ 2,000.00 Highlands Golf Course new $ 9,000.00 $ 12,000.00. 5 14,400.00 no bid $ 2,000.00 • Bowes Creek Country Club new $ 9,000.00 $ 12,000.00 $ 14,400.00 no bid $ 2,000.00 $45;000.00 $ 60,000.00 $ 72,000.00 $10,000.00 Armored Car Services 5 locations 7 days a week $16,000 2 locations 5 business days included above Total Required Services including Remote Deposit $60,692:15 $ 61,970.40 5.83,968.62 $86,666.85 $76,048.00 Notes Harris'submitted updated pricing Charter****RCK not available,Stale date mgt?,lockbox third party,weak bank National ACH no blocks,No safekeeping,no Payee Pos Pay,no RCK,Lockbox in Iowa CITY OF ELGIN BANKING SERVICES CREDIT/MERCHANT CARD PROCESSING Bank Fees Only PROPOSAL FORM # EXHIBIT A-1 °°.' 1 5th 3rd Charter Hams* JP Moreau* National OPTIONAL BANKING SERVICES Credit/Merchant Cards Estimated Annual Volume Units Dollars Swiped • MasterCard Annual Volume 20,880 I S 2,175,365 $ 7,178.70 $ 5,351.05 $ 3,663.17 $ 5,438.41 $ 4,245.89 Average 1,740 $ 104.18 VISA Annual Volume 39,132 I$ 3,020,531 $ 9,967.75 $ 8,444.00 $ 5,491.97 $ 7,551.33 $ 7,112.26 Average 3,261 $ 77.19 Discover Annual Volume 4,320 $ 457,140 $ 1,508.56 $ 1,117.71 $ 767.08 $ 1,142.85 S 884.11 Average 360 $ 105.82 American Express Not Currently in Use Annual Volume Average Debit Card: Annual Volume Not Currently.in Use Average 1 Credit/Merchant Cards Estimated Annual Volume • Units Dollars Internet/Phone MasterCard: Annual Volume' 18,622 I$ 2,141,530 .$ 7,067.05 $ 5,074.50 $ 3,52.8.87 $ 5,353.83 $ 3,947.84 Average' 1,552 $ 115.00 VISA: • Annual Volume Average Discover Annual Volume Average American Express: Annual Volume Not Currently in Use Average I . Cost per deposit 01 0 Account Maintenance' 12 $ 7.50 $ 90.00 $ 96.00 $ 120.00 $ 36.00 Chaigeback/Dispute Fee 15 $0.00 $ 7.00 $ 150.00 $ 16.00 $ 96.00 $ 150.00 Other Fees(Please identify)2 12 $ 8.00 $ 8.95 Equipment Fees City Ownes Equipment Equipment Reprogramming Fees See Above *combination of VISA,MasterCard&Discover, breakdown undeterminable Total $ 25,738.01 $ 20,227.26 $13,563.09 $ 19,702.42 $ 16,376.10 'VISA/MC only;statement fee,per acct/per month 2 VISA/MC only;internet fee per acct/per month ill Notes *JFB calculate fees • 7. Interest Rates and Compensating Balance Rates , Illinois 5th 3rd Charter Harris 1 P Morgan National Funds rate [CR Sweep ECR NOW ECR Sweep Repo NOW NOW 410 Jan-07 5.16% 4.75% 4.75% 4.42% 5.26% 0.032 5.31% 3.10% 5.27% 4.48% Feb-07 5.19% 4.75% 4.75% 4.45% 5.25% 0.032 5.34% 3.10% 5.27% 4.53% Mar-07 5.19% 4.75% 4.75% 4.48% 5.24% 0.031 5.34% 3.10% 5.27% 4.44% Apr-07 5.16% 4.75% 4.75% 4.45% 5.25% 0.03 5.31% 3.10% 5.27% 4.37% May-07 5.08% 4.75% 4.75% 4.35% 5.25% 0.029 5.23% 3.10% 5.27% 4,23% Jun-07 5.01% 4.75% 4.75% 4.26% 5.25% 0.028 5.16% 3.10% 5.27% 4.11% Jul-07 5.06% 4.75% 4.75% 4.25% 5.25% 0.027 5.21% 3.10% 5.27% 4.32% Aug-07 4.63% 4.75% 4.75% 4.08% 5.38% 0.0265 4.78% 3.10% 5.27% 170% 5ep-07 4.76% 4.25% 4.25% 3.89% 539% 0.025 4.91% 3.10% 5.14% -3.39% Oct-07 4.62% 4.00% 4.00% 3.62% 5.04% 0.0225 4.77% 2.85% 5.12% 3.40% Nov-07 4.08% 4.00% 4.00% 3.30% 4.86% 0.0225 4.23% 2.85% 5,12% 2.77% Det-07 3.83% 3.75% 3.75% 3.01% 4.87% 0.0225 3.98% 2.70% 5.12% 2.50% Jan-08 328% 3.00% 3.00% 2.59% 3.81% 0.0375 3.43% 2.40% 4.07% 2.25% Feb-08 2.59% 250% 250% 2.23% 2.98% 0.0325 2.74% 153% 3.56% 1.62% Mar-08 2.03% 1:75% 1.75% 1.56% 2.68% 0.03 2.18% 1.27% 2.17% 0.76% Apr-08 2.07% 1_50% L50% 1.16% 2.69% 0.025 2.22% L00% 2.17% 0.79% May-08 1.98% 1.50% L50% 1.01% 2.59% 0.025 2.13% 0.90% 1.92% 1.23% Jun-08 2.04% 1.50% 1.50% 1.01% 2.66% 0.025 2.19% 0.90% 1.92% 1.36% Jul-08 2.05% 1.50% 1.50% 1.01% 2:69% 0.025 2.20% 0-90% 1.92% 1.13% Aug-08 2.06% 150% 150% 1.01% 2.70% 0.025 2.21% 0.90% 1.92% 1.22% Sep-08 2.02% 1.50% 2.50% L01% 3.02% 0.025 2.17% 0.90% 1.92% 0.63% Oct-08 1.17% 0.50% 0.50% 101% 3.95% 0.025 1.32% 0.71% 1.81% 0.25% Nov-08 0.79% 0.50% 050% 1.01% 2.17% 0.025 0.94% 0.56% 156% 0.25% Dec-08 0.50% 0.40% 0.15% 1.01% 1.72% 2.25% 0.65% 0.40% 0.80% 0.25% Jan-09 0.45% 0.40% 0.15% 1.01% 1.11% 2.25% 050% 0.20% 050% 0.25% Feb-09 0.46% 0.40% 0.15% 0.71% 114% 2.00% 0.61% 0.15% 050% 0.25% Mar-09 0.40% 0.40% 0.15% 0.71% L16% 2.00% 0.55% 0.15% 0.50% 0.25% Apr-09 0.26% 0.40% 0.15% 0.71% 100% 2.00% 0.41% 0.15% 0.50% 0.25% May-09 0.20% 0.40% 0.15% 0:71% 0.71% 2.00% 0.35% 0.15% 0.50% 0.25% Jun-09 0.18% 0.40% 0.15% 0.71% 0.52% 2:00% 0.33% 0.15% 0.50% 0.25% Jul-09 0.17% 0.40% 0.15% 0.71% 0.41% 2.00% 0,32% 0.15% 050% 0.25% Aug-09 0.15% 0.40% 0.15% 0.71% 0.32% 1.75% 0.30% 0.15% 0.50% 0.25% Sep-09 '. 0.15% 0.40% 0.15% 0.71% 0.19% 1.75% 0.30% 0.15% 0.50% 0.25% • Oct-09 0.09% 0.40% 0.15% 0:71% 0.18% - 1.50% 0.24% 0.15% 0.50% 0.25% Nov-09 0.11% 0.40% 0.15% 0.71% 0.16% • 1.25% 0.26% 0.15% 0.50% 0.25% Dec-09 0.12% 0.40% 0.15% 0.71% 0.15% . 1.25% 0.27% 0.15% 0.50% 0.25% Jan-10 0,09% 0.40% 0.15% 0.71% 0.02% - ' 1.00% 0.24% 0.15% 0.50% 0.25% 3 yr.Average 2.25% 2.08% 1.98% 1.99% 2.78% 2.37% 2.40% 1.37% 2.56% 1.65% Annual Earnings $ 112,405 $ 103,851 $ 99,122 $ 99,608 $ 139,209 $ 118,649 $ 119,905 $ 68,473 $ 128,243 $ 82,743 $ 5,000,000.00