COURT ORDER »111 950 ORDERNO: ~ ' J J · 5/31/2011 · APRIL 2011 FY 2011 APRIL2010 FY 2010 YTD Total YTD Total 120 General Fund S443,863.19 SI,846,645.89 $394,215.93 $2,424,695JO

COURT ORDER »111 950

ORDERNO:_~_'_J_J_· ________ __

DATE: May 31, 2011

STATE OF TEXAS

COUNTY OF DALLAS

BE IT REMEMBERED at a regular meeting of Commissioners Court of Dallas County, Texas held on the

31st day of May , 2011 on

motion made by Jolm Wiley Price, Commissioner of District No.3

seconded by Dr. Elba Garcia, Commissioner of District No.4

order was adopted:

, and

, the following

WHEREAS, it is determined that certain procedures must be followed with regard to Dallas County Funds

WHEREAS, this action supports Vision 1 of Dallas County's Strategic Plan, and

IT IS HEREBY ADJUDGED, DECREED, AND ORDERED by the Dallas County Commissioners Court that the Dallas County Treasurer is hereby authorized to transfer funds and/or issue the described Dallas County checks and authorized Payroll Direct Deposits, as well as other checks herein described, for the period June 1,2011 through June 30, 2011:

• Bi-weekly payroll for June 10, 2011, and June 24, 2011. • Payroll for Election workers.

FURTHER, the issuance of individual checks for replacement of Commissioners Court approved lost, stolen, stop payment, or incorrect payroll check(s) or payroll Direct Deposit due to a specific mistake by the County Treasurer, County Auditor, or Data Services Department, only; refunds on,erroneous deductions made during a previous pay period; specified legally required payroll checks for former employees of Dallas County and workers compensation payments as agreed by the County Treasurer and County Auditor; reimbursement ofthe Dallas County Tax Collector for funds transferred to the Dallas County Treasurer for tax payments which were overestimated and/or not due to Dallas County; transfer of funds wire transferred to Dallas County which were inadvertently placed in incorrect funds; transfer of funds and electronic wire transfer and/or check payments of mandated State Reports; and the transfer of funds for payment for Elections is hereby approved for the period ofJune 1,2011 through June 30, 2011.

FURTHER, the issuance of individual checks to correct emergency Dallas County internal deposit errors as mutually agreeable between the County Treasurer and County Auditor; Dallas County Tax Spreads between meetings of the Commissioners Court as deemed mutually necessary and 'agreeable between the County Treasurer and County Auditor; withdrawals and subsequent transmittal of said same funds for Dallas County obligations for: Internal Revenue Service; Social Security System; Texas County and District Retirement System; Texans Credit Union; Dallas County Sheriffs Association; Public Employee's Local #2444; Dallas Sheriffs Union; Nationwide Retirement Solutions, Inc.; Standard Insurance of Oregon; Dallas County Employees' Benefit Trust; Child Support payments from Dallas County employees as per official Court Order; Child Support payments from Dallas County employees to the Dallas County Child Support Payment Department; Electronic wire transfer and/or check payments for all debts and obligations for all Bond Funds to Depository Trust Company, Chase Bank of Texas, NA or Comerica Bank are hereby authorized for the period of June 1,201 I through June 30, 2011.

FURTHER, all above items are hereby approved by this Court on the basis that they will be formally approved at the next formal meeting of the Court following issuance of said items.

DONE IN OPEN COURT THIS THE 31st day of ___ Ma_y _____ , 20 II

I..

Mike Cantrell, Comm. Dist. #2 Dr. Elba Garcia, Comm. Dist. #4

RECOMMENDED FOR APPROVAL:

Joe Wells,

9011 il ORDER NO: ;.; ,~. ~ 95j

----------------DATE: May 31, 2011

STATE OF TEXAS

COUNTY OF DALLAS

COURT ORDER


31st day of May ,2011 on motion made

by Jolm Wiley Price, Commissioner of District No.3


adopted:

, and

, the following order was

WHEREAS, it is detennined that certain procedures must be followed with regard to Dallas County Funds.


IT IS HEREBY ADJUDGED, DECREED AND ORDERED by the Dallas County Commissioners Court that it does hereby formally approve and accept the attached copy of the Monthly Report of the County Treasurer for the one month ending April 30, 2011, and hereby orders that the attached summarized copy of said Report be published in accordance with State Law.

DONE IN OPEN COURT this 31st day of ___ -=Ma=y _____ , 2011

Mike Cantrell, Comm. Dis!. #2

RECOMMENDED FOR APPRO V AL:

Joe Wells, 0

DALLAS COUNTY TREASURER

FINANCIAL REPORT - APRIL 2011

In accordance with Section 114,026 of the Texas Local Government Code, report is hereby made of changes in the financial position of Dallas County, Texas as of April 30, 2011. Said report has been approved by the Dallas County Ccmmissioners Court and filed with the Dallas County Clerk in accordance with State Statutes,

I. FUND ACTIVITY*

General Fund Interest & Sinking Bond Fund Special & Trust

Total

General Fund Interest & Sinking Bond Fund Special & Trust Fund

Total

II, INVESTMENT OF FUNDS*

Direct Repurchase Agreements Depository Interest Account Pool Investment Federal Agencies Coupon Securities

Total

III. INTEREST EARNINGS*

Genera! Fund Interest & Sinking Funds Special, Trust and Other Funds Employee Benefits Trust Fund

Total

IV, PLEDGED COLLATERAL FOR COUNTY FUNDS

APRIL 2011 RECEIPTS

$229,388,919,31 $992,593,692,20 $101,063,596,76 $293,580,159,80

$1.616,626,368,07

APRIL 2011 DISBURSEMENTS $265,773,610,16 $992,312,460,18 $101,063,550,25 $325.388,635,93

$1.684.538,256.52

APRIL 2011

$443,863,19 $829.39

$9,944.36 $564,87

$455,201.81

Pledges for C.D:s and Demand Dep" Bank of America (Market Value) Pledges for Pool Investment! Repurchase Pledges for U, 5, Government/ Other Securities (Market Value)

Total

V, BONDED INDEBTEDNESS

Balance as of March 31, 2011 Principal Payments April 2011 Interest Payments April 20ll

Total Principal and Interest April 30, 2011

APRIL 2010 RECEIPTS

$1,165,616,635.73 $149,110,157.33 $709,227,083,60

$1,220,274,189.21

$3,244,228,065,87

APRIL 2010 DISBURSEMENTS

$1,205,199,879,01 $148,992,832,00 $709,283,644,83

$1.242,426,282.35

$3,305,902,638.19

APRIL 2011

$,00 $49,900,000,00

$123,978,152,00 $369,192,921.60

$543,071,073,60

YTD TOTAL

$1,846,645,89 $11,924,70

$233,945,14 $3,737,07

$2,096,252,80

APRIL 2011

$73,984,099,23 $123,978,152,00 $368,595.714,05

$566.557,965,28

$148,160,550,14 $0,00 $0,00

$148,160,550,14

* Total is net of funds collected by Tax Collector for local governmental agencies other than Dallas County,

Attest: Certified:

a(1 J . ~ J ; ,/?1J;L ~d4/;/n~

Clerk of the Commissioners Court

Date: May 31, 20ll

MONTHLY REPORT

OF THE


FOR THE MONnI ENDED

April 30, 2011

Joe Wells, CCT, CIO

COUNTY TREASURER

TABLE OF CONTENTS

Letter of Transmittal

Dallas County Treasurer Funds Invested (as of April 30,2011) Dallas County Treasurer Funds Invested for Fiscal Year to Date 2

Interest Earned for Dallas County Accounts 3

Dallas County Outstanding Fund Investments 4-7

Collateral Pledges for County Fund 8

Summary of Bonded Debt 9

Monthly Bank Earnings Credits - Bank of America 10

Funds Received from Various Sources II

Monthly Jury Donations Analysis Report 12

Dallas County Employee Benefits Trust Report 13

Dallas County, Texas Deferred Compensation Plan (Nationwide Retirement Solutions, Inc.) & (Great West) - Quarterly Investment Activity 14-15

PARS - County of Dallas Alternate Retirement System - Statement of Plan Account 16

Bond LogistiX, LLC Dallas County Arbitrage Rebate Summary 17-18

Registered Indebtedness of Dallas County 19

Bank of America/Dallas County ATM Activity Report 20

Summary and Detail of Changes in County Funds Bank of America 21

Operating and Interest and Sinking Funds 22

Bond Funds 23-24

Special and Trust Funds 25-27

T ABLE OF CONTENTS (Continued)

Dallas County Treasurer's Office "Employee of the Month" and "Employee of the Year" 28

Court Order regarding Consolidation of Payroll Functions 29

Court Order regarding Quarterly Investment for period January 1 through March 31,2011 30

Court Order regarding Stale Dated Checks for period January 1 through June 30, 2009 31

Court Order regarding the Merchant Services Agreement awarded to Bank of America, N.A. 32

DALLAS COlJNTY

JOE WELLS COUNTY TREASURER

May 31, 2011

Honorable Commissioners Court Administration Building, 2nd Floor 411 Elm Street Dallas, Texas 75202-3309

Honorable Members of the Court:

Submitted herewith in compliance with Section 114.026 of the Local Government Code of the State of Texas is the Monthly Report of cash receipts and disbursements of Dallas County funds for the one month ending April 30, 2011, and monthly claims report in accordance with records developed, received, and maintained by the Office of Dallas County Treasurer.

In accordance with State Law, the books, and accounts of the County Treasurer are available to the Commissioners Court for inspection and examination, as desired.

This Report is filed with the Commissioners Court, County Clerk, and County Auditor. A copy is also provided to the County Budget Officer.

Sincerely,

County Treasurer

JW:blm

303 RECORDS BUILDING 5D9 MAIN STREET DALLAS, TEXAS 752D2 (214) 653·7321 Jcwells@}dallascounly_org

CERTIFIED COUNTY TREASURER feeT) • CERTIFIED INVESTMENT OFFICER (CJO)


All Funds Invested as of April 30, 2011

Direct Repo Tex Pool

23% 0% Depository Interest

GSEAgency Bonds 68%

AIC 9%

All Funds Invested for Fiscal Year to Date

Direct Repo Certificates of

Tex Pool 20%

13%

GSEAgency Bonds 49%

TOTAL DALLAS COUNTY FUNDS INVESTED AS OF APRIL 30, 2011

WEIGHTED AVERAGE INTEREST RATE FOR APRIL 2011

WEIGHTED AVERAGE INTEREST RATE FOR FISCAL YEAR TO DATE

WEIGHTED AVERAGE MATURITY AT APRIL 30, 2011

Deposit 7%

Depository Interest AlC 11%

* Total is net of funds collected by Tax Collector for local governmental agencies other than Dallas County

$543,071 ,073.60'

\.33%

1.68%

570 DAYS

DALLAS COUNTY TREASURER'S REPORT ON INTEREST EARNINGS ON COUNTY FUNDS FOR THE MONTH OF APRIL 2011 AND FY 2011

APRIL 2011 FY 2011 APRIL2010 FY 2010 YTD Total YTD Total

120 General Fund S443,863.19 SI,846,645.89 $394,215.93 $2,424,695JO 124 & 125 Jury Fund 511.61 S127.65 S27.94 $243.82 128 Community Correction Fund SI,145.98 512,095.28 52,050.99 524,903.91 130 Election Fund $3.55 $61.23 S10.07 $65.87 166 State Reports Fund S450.52 $6,247.11 52,279.37 $14,032.47 168 Historical Commission Fund $1.11 112.85 51.86 113.53 169 Historical Exhibit Fund 570.32 $646.76 $61.19 5284.24 205 Debt Retirement Fund 5829.39 $11,924.70 112,223.55 534,943.02

210 Arbitrage Rebate Fund $58.23 11,288.78 $364.25 52,408.84 414 Unlimited Tax Road Bonds 1995 $94.81 SI,664.82 S148.46 52,600.19 415 Limited Penn. Improve. 1995A 541.70 5478.15 S65.00 SI,198.51 4! 6 Comb. Tax & Revenue 1995B 50.00 50.00 SO.OO 567.49 4! 7 Comb. Tax & Revenue 1996 SO.OO SO.OO SO.OO 10JO 418 Unlimited Tax Road Bonds 1996 S226.45 $4,029.73 5365.82 55,875.45

423 Comb. Tax & Revenue 1998 SO.OO SO.OO SO.OO 522.30 424 Unlimited Tax Road Bonds 2000 $331.49 16,261.68 S497.08 58,151.67

427 Unlimited Tax & Ref. Bonds 2001 5442.22 17,598.51 5805.67 S12,931.61

430 Parking Garage Fund 2004 SO.OO $0.00 10.00 $0.12

432 Comb. Tax & Revenue 2006 $0.00 10.00 50.00 50.00

467 BUD Section 8 Fund 5660.09 56,973.32 $784.81 59,169.10

470 Law Library Fund $18.73 $219.45 $33.19 5580.29

471 Appellate Justice Fund 549.26 $561.43 $227.69 $1,789.70

48 I Bond Fund 1988A $178.68 53,380.04 5279.82 $4,594.01

482 Penn. Improvement 1988B $5.96 $68.26 59.34 570.22

490 Road Bonds 1985 559.21 $678.93 $92.75 $692.54

491 Pem1. Improvement 1985 $0.00 50.00 $0.00 SO.06

492 Road Bonds J 992A $75.69 $866.60 S120.09 $884.93

493 Perm. Improvement 1992B $32.85 $376.68 $51.48 $384.26

494 Road Bonds 1977 A $73.92 $939.36 $141.04 $1,090.90

500 Payroll Fund $5.15 551.36 S5.20 $59.79

501 County Clerk Special Fund 5172.57 $6,535.46 51,699.02 $11,453.18

503 District Clerk Special Fund $0.00 $0.00 $0.00 $0.00

505 Sheriff Special Fund $14.76 $349.25 $74.67 $594.88

535 " 547 District Attomey Special Funds $571.08 $6,421.08 $1,108.41 57,948.21

537 Youth Village Fund $0.11 $0.81 50.11 $0.81

570 Housing Finance Corp. 1993 S4.32 $46.40 S5.78 $40.11

571 Housing Finance Co]"p. 1994 S95.98 $1,150.54 5196.35 $1,531.92

Tax Office Funds S5,048.01 $164,813.62 511,080.96 SI68,782.65

Employee Benefit $564.87 13,737.07 $267.29 $4,432.61

Total $455,201.81 $2,096,252.80 5429,295.18 $2,746,538.81

FY '10 ACCRUED INTEREST REPORTED SEPTEMBER 2010 $24,361.53

YEAR TO DATE COMPARISON OF INTEREST EARNINGS FORFY' 2011 AND FY' 2010

FY' 2011 FY' 2010 DIFFERENCE

October SI53,907.55 $245,409.31 (591,501.76)

November $346,087.01 $248,296.23 597,790.78

December S272,677.72 $267,165.18 $5,512.54

January $303,887.64 $526,010.01 ($222,122.37)

February $290,806.06 $449,908.52 (1159,102.46)

March 5273,685.01 5580,454.38 ($306,769.3 7)

April $455,201.81 5429,295.18 $25,906.63

May $0.00

June 80.00

July SO.OO

August $0.00

September $0.00

Total 52,096,252.80 82,746,538.81 ($650,286.01)

DALLAS COUNTY OUTSTANDING FUND INVESTMENTS

AS OF APRIL 30, 2011

FUND INVESTMENT MATURITY NUMBER INVESTMENT DATE DATE OF DAYS AMOUNT

DEPOSITORY INTEREST ACCOUNT AT BANK OF AMERICA

120 04/29111 05102111 3 $49,900,000.00

TOTAL DIA ACCOUNT $49,900,000.00

FEDERAL AGENCY COUPON BONDS

120 02121/08 12101/11 1379 $311 ,863.38

120 04/30108 07/01112 1523 $511,600.45

120 02/22/10 09/01113 1287 $1,017,506.65

120 01130109 11101113 1736 $662,384.93

120 12/06/10 12/06113 1096 $5,000,000.00

120 10/25/10 04125113 913 $19,990,000.00

120 12/08110 08/23/12 624 $9,987,083.33

120 02/01111 12/03/12 671 $10,005,069.44

120 12/23110 06/23114 1278 $4,995,000.00

120 01111111 12/21115 1805 $9,964,055.56

120 01113111 05102/11 110 $13,489,875.00

120 01104/11 12/30113 1091 $10,001,777.78

120 01114/11 01/14/14 1096 $10,000,000.00

120 01/25/11 07/25/14 1277 $5,000,000.00

120 01/31111 01/28114 1093 $14,999,887.50

120 05/29/09 04/25/12 1062 $946,334.96

120 12/04/09 04/27/12 875 $422,489.62

120 03/25109 06/15/12 1178 $1,897,436.85

120 11/16/09 06/15112 942 $679,916.57

120 03/21111 09/20112 549 $689,444.25

120 04/20109 09/20/12 1249 $4,566,723.00

120 03126/09 12/28/12 1373 $6,483,383.55

120 03/11/09 01125113 1416 $601,738.45

120 01104/10 05/18/12 865 $3,656,728.52

120 02116111 07/27112 527 $5,000,000.00

INTEREST RATE

0.40%

3.57% 4.25% 2.73% 2.50% 1.13% 0.65% 0.59% 0.65% 1.58% 2.46% 1.75% 1.60% 1.50% 1.85% 1.35% 2.49% 1.81% 2.47% 1.99% 0.94% 0.83% 2.63% 2.98% 1.94% 0.75%

120 02/25111 02/25/14 1096 $10,000,000.00 l.0000% 120 02/25/11 02/25/14 1096 $9,438,250.00 l.0000% 120 02/24111 05/24/13 820 $5,000,000.00 1.00% 120 02/25/11 08/25/14 1277 $5,000,000.00 2.0000% 120 03/07/11 03/07/14 1096 $10,000,000.00 1.75% 120 01/07/11 12/23/13 1081 $9,933,888.89 1.24% 120 12/23/10 12/23/13 1096 $5,000,000.00 1.35% 120 01128/11 01128114 1096 $10,000,000.00 1.38% 120 01124/11 10/25/13 1005 $18,005,062.50 1.22% 120 02/03/11 02/03114 1096 $14,989,995.00 1.40% 120 11118/10 02/18/14 1188 $10,000,000.00 0.50% 205 04/06/11 05/16/11 35 $6,303,180.48 0.12%

120 02/11111 01128/13 714 $5,001,305.56 1.01%

120 04127/09 12125/12 1338 $3,297,123.95 0.80%

120 12/04/09 12/25112 1117 $1,746,758.47 1.85%

120 01/26/11 10/25113 1003 $9,997,847.22 1.26%

120 02/09/11 05/09/14 1185 $4,500,000.00 1.65%

120 10/29/10 10/29113 1096 $23,644,087.50 0.53%

120 03/04/11 12/02/14 1369 $3,529,535.62 2.00%

120 04124/09 04/01/13 1438 $1,070,741.42 2.04%

120 01120109 06101113 1593 $318,651.81 2.41%

120 01/20/09 09/01113 1685 $105,753.54 2.48%

120 03/20/09 10/01113 1656 $384,21l.07 2.45%

120 02/17/10 10/01113 1322 $861,707.99 l.06%

120 01126/09 11101/13 1740 $345,330.01 2.49%

120 02117/10 11/01113 1353 $331,427.07 1.10%

120 03117/09 02/01114 1782 $175,044.35 2.64%

120 01126109 01101114 1801 $869,501.54 2.14%

120 03/17/09 03/01114 1810 $372,747.89 2.58%

120 03/16110 05/01114 1507 $771,548.45 1.26%

120 03/16/10 06101114 1538 $1,523,428.85 1.42%

120 03126/09 05/01112 1132 $78,002.51 2.23%

120 03/17/09 02/01113 1417 $494,223.46 3.51%

120 03/17/09 02/01113 1417 $761,662.00 3.51%

120 02127/09 07/15113 1599 $1,413,827.73 3.14%

120 06/01/09 06/15112 1110 $546,879.95 1.90%

120 01120109 08/15/11 937 $204,895.61 2.25%

120 12/09/10 12/09/13 1096 $4,993,500.00 1.14%

120 01106/11 01106/14 1096 $19,986,777.78 1.41%

205 04/08/11 08/15111 129 $10,176,508.06 0.13%

120 01126/11 07/27112 548 $8,886,922.11 0.30%

120 04/11/11 12/15/14 1344 $2,308,935.95 0.91%

120 02/08/11 03115115 1496 $1,929,841.70 1.00% 120 03/31/11 03/15/15 1445 $2,052,783.78 0.97% 120 04/11/11 03115115 1434 $1,069,l37.89 0.97% 120 01120/09 12/01113 1776 $653,568.83 2.53% 120 03/20/09 10/15/13 1670 $238,844.29 2.65%

TOTAL FEDERAL AGENCY COUPON BONDS $369,193,740.62

TEXPOOL INVESTMENT

120 04/29/11 05/02/11 3 $9,291,003.00 0.0867% 124 04129/11 05/02/11 3 $22,853.00 0.0867% 125 04/29/11 05/02/11 3 $103,767.00 0.0867% 128 04129/11 05102/11 3 $6,666,144.00 0.0867% 130 04/29/11 05102111 3 $38,022.00 0.0867% 166 04/29/11 05102111 3 $5,555,306.00 0.0867% 168 04129/11 05102/11 3 $11,950.00 0.0867%

169 04/29/11 05102/11 3 $663,167.00 0.0867%

205 04/29111 05102/11 3 $5,789,590.00 0.0867%

210 04/29111 05102/11 3 $627,492.00 0.0867%

414 04/29/11 05102111 3 $1,021,749.00 0.0867%

415 04/29/11 05102/11 3 $449,338.00 0.0867%

418 04/29/11 05102/11 3 $2,440,202.00 0.0867%

424 04/29111 05102/11 3 $3,572,413.00 0.0867%

427 04129/11 05/02/11 3 $4,765,845.00 0.0867%

467 04/29/11 05102/11 3 $5,014,777.00 0.0867%

470 04/29/11 05102/11 3 $197,010.00 0.0867%

471 04/29/11 05/02/11 3 $523,107.00 0.0867%

481 04129/11 05102/11 3 $1,925,615.00 0.0867%

482 04/29111 05102/11 3 $64,134.00 0.0867%

490 04/29/11 05102/11 3 $638,111.00 0.0867%

492 04/29111 05102111 3 $815,773.00 0.0867%

493 04129/11 05102/11 3 $354,038.00 0.0867%

494 04129111 05/02111 3 $796,675.00 0.0867%

500 04/29/11 05/02/11 3 $73,838.00 0.0867%

501 04/29/11 05/02/11 3 $3,000,000.00 0.0867%

501 04/29111 05102/11 3 $20,586,530.00 0.0867%

505 04129/11 05/02111 3 $160,000.00 0.0867%

535 04/29/11 05/02/11 3 $269,203.00 0.0867%

540 04129/11 05/02/11 3 $521,830;00 0.0867%

541 04/29111 05/02/11 3 $412,178.00 0.0867%

542 04129/11 05/02/11 3 $31,860.00 0.0867%

545 04/29111 05/02/11 3 $46,473.00 0.0867% 547 04/29111 05102/11 3 $121,460.00 0.0867% 570 04/29/11 05102/11 3 $46,373.00 0.0867% 571 04/29111 05/02/11 3 $1,034,444.00 0.0867% 710 04/29111 05102111 3 $22,879,880.00 0.0867% 715 04/29/11 05/02/11 3 $17,977,480.00 0.0867% 718 04/29/11 05102111 3 $5,468,522.00 0.0867%

TOTAL TEX POOL INVESTMENT $123,978,152.00

DALLAS COUNTY TOTAL INVESTMENTS: $543,071,892.62

DALLAS COUNTY COLLATERAL REPORT

The Dallas County Investment Policy states that "the market value of the Investment Security securing the deposits of public funds for Dallas County shall be in an amount at least equal to 102% of the amount of the deposits of public funds increased by the amount of any accrued interest and reduced to the extent that the deposits are insured by an agency or instrumentality of the United States Government." As of April 30, 2011, Bank of America placed $73,984,099,23 market value in Govermnent Sponsored Enterprise, GSE, securities at the Federal Reserve Bank of Dallas to collateralize bank balances. Dallas County may also invest in TexPool as authorized in the Dallas County Investment Policy. TexPool is an authorized public funds investment pool under the "Public Funds Investment Act" chapter 2256 of the Texas Government Code. As of April 30, 2011, Dallas County had $123,978,152.00 on deposit with TexPool.

Bank balances, CD's, REPO verses Collateral Held by a third party for Dallas County

As of April 30, 2011

Value Cost Plus Market Value Percent of Accrued Interest Pledge Securities Market Less FDIC Ins. Value

Bank of America, $71,354,232.27 $73,984,099.23 103.68%

Direct Repurchase Agreement $.00 $.00 .00%

Total Collateralized Holdings $71,354,232.27 $73,984,099.23

Marketable Securities Held by State Street Bank and Trnst Co, N.A, for Dallas County

As of April 30, 2011

GSEBonds $369,193,740.62 $368,595,714.05

Total Securities $369,193,740.62 $368,595,714.05


SUMMARY OF BONDED DEBT

APRIL 30, 2011

PAYMENT

YEARS PRlNCIPAL INTEREST TOTAL

2011 $17,615,000.00 $2,904,775.02 $20,519,775.02

2012 $17,770,000.00 $5,075,043.79 $22,845,043.79

2013 $14,535,000.00 $4,317,462.53 $18,852,462.53

2014 $14,905,000.00 $3,588,518.77 $18,493,518.77

2015 $15,265,000.00 $2,874,143.77 $18,139,143.77

2016 $13,855,000.00 $2,124,881.26 $15,979,881.26

2017 $6,165,000.00 $1,443,812.50 $7,608,812.50

2018 $4,475,000.00 $1,124,962.50 $5,599,962.50

2019 $4,545,000.00 $894,837.50 $5,439,837.50

2020 $4,615,000.00 $661,037.50 $5,276,037.50

2021 $3,025,000.00 $423,562.50 $3,448,562.50

2022 $1,180,000.00 $269,575.00 $1,449,575.00

2023 $1,265,000.00 $209,100.00 $1,474,100.00

2024 $1,360,000.00 $144,268.75 $1,504,268.75

2025 $1,455,000.00 $74,568.75 $1,529,568.75

Total $122,030,000.00 $26,130,550.14 $148,160,550.14

MONTHLY EARNINGS CREDITS ANALYSIS REPORT FOR FY 2011

BANK OF AMERICA

APRIL 2011

EXPENSES EXPENSES PAID MONTHS REIMBURSED DIRECTLY CREDITS FAV.(UNFAV.)

+

BALANCE FORWARD $526,107.35

AUGUST S6,983.33 $76,568.69 $23,565.43 S466,120.76

SEPTEMBER SO.OO $52,458.50 $17,641.21 $431,303.47

OCTOBER $0.00 $50,332.90 $16,929.65 $397,900.22

NOVEMBER $0.00 $52,305.23 $16,305.99 $361,900.98

FDIC Fee Refund (1/10-11/10) $80,117.14 $65,631.78 $145,748.92 $397,900.22

* DECEMBER $0.00 $75,487.07 $15,807.43 S338,220.58

FDIC Fee Refund 12/1 0 $5,801.78 $20,094.55 S25,896.33 $473,886.59

* JANUARY SO.OO $73,975.84 $16,537.65 S416,448.40

FDIC Fee Refund 01/11 S6,698.75 S20,791.90 S27,490.65 $443,939.05

* FEBRUARY SO.OO S74,755.05 $23,365.91 $392,549.91

FDIC Fee Refund 01111 $8,874.93 SI2,352.08 $21,227.01 S413,776.92

* MARCH $0.00 S71,104.45 SI6,939.88 S359,612.35

S8,874.93 SI2,352.08 S21,227.01 S380,839.36

* APRIL SO.OO $64,136.60 $17,662.46 $313,138.21

$7,302.71 $1,852.67 S9,155.38 $322,293.59

MAY SO.OO SO.OO SO.OO $0.00

JUNE $0.00 $0.00 $0.00 $0.00

JULY $0.00 SO.OO $0.00 $0.00

AUGUST $0.00 SO.OO SO.OO SO.OO

* ISanl< of America revising from Dec. 2010.


FUNDS RECEIVED FROM VARIOUS SOURCES

MONTH OF YEAR -TO-DATE SOURCE APRIL 2011 FY'II

Mixed Beverage Tax $2,849,583.81 $8,014,043.48

Earnings Credit Payments from Depository'Bank $-0- $-0-

Fees From Deferred CompProviders $500.00 $2,000.00

Admission Fees from Lone Star Race Track $1,908.60 $15,566.55

Fees of Office from State Remittances $414,831.56 $1,146,699.42

Bingo Tax $-0- $287,705.53

Located Funds Collected on behalf of Dallas County $-0- $-0-

Returned Check Fees $4,587.80 10,578.15

Stop Payment Fees $100.00 $1,000.00

Copy Fees $32.50 $99.50

Notary Fees $691.00 $3.857.00

TOTAL $3.272.235.27 $9,481,549.63

303 RECORDS BUILDING • 509 MAIN STREET • DALLAS, TEXAS 75202 • (214) 653-7321 • Jcwells@dallascounty,org

CERTIFIED COUNTY TREASURER (eeT) • CERTIFIED I!'<VESTMENT OFFICER (CIO)


MONTHLY JURY DONA TrONS ANALYSIS REPORT FOR FY'11

APRIL 2011

Effective November 17, 1989, the Dallas County Commissioners Court in Conjunction with the Dallas County District Judges approved the establishment of the Dallas County Jury Fund Juvenile Department Program which allows Dallas County Jurors to check a box on their Jury Service Notification Form which provides for their daily $6,00 jury payment to be donated directly to the Dallas County Juvenile Department and its programs. Effective March 5, 1991, the Dallas County Commissioners Court amended the previous policy to allow donated monies to be distributed at the rate of 90% for Juvenile Department and 10% for purchase of Holiday gifts for children in Foster Care.

MONTH NUMBER OF DONORS AMOUNT OF DONATIONS

OCTOBER'10 1779 $15,819,00

NOVEMBER '10 1645 $13,890,00

DECEMBER'10 1741 $12,793,00

JANUARY'11 1939 $15,385,00

FEBRUARY '11 1187 $10,393,00

MARCH'11 2202 $21,860,00

APRIL'11 1925 $19,497,00

MAY'11

JUNE'11

JULY '11

AUGUST'11

SEPTEMBER'11

TOTAL 12,418 $109,637,00

DALLAS COUNTY EMPLOYEE BENEFITS TRUST

Activity for the Month of April 2011

BEGINNING TRUST BALANCE as of April 1, 2011

RECEIPTS

Employer Contribution

Employee Contribution

Interest

Net Change in Accrued Income

Other Cash Receipts

Umealized Gain/Loss

TOTAL RECEIPTS

GRAND TOTAL RECEIPTS

DISBURSEMENTS

Benefit Payments

Administrative Expense

Real Estate & MIA Expense

Other Cash Disbursements

TOTAL DISBURSEMENTS

ENDING TRUST BALANCE FOR APRIL 30, 2011

$6,225,827.50

$5,000,000.00

$1,690,048.17

$ 790.86

$ -225.99

$ 929,250.79

$ 0.00

$ 7,619,863.83

$13,845,691.33

- $ 475,600.46

- $ 954,200.25

- $ 269,685.36

- $4,881, TW.50

- $6,581,216.57

$7.264.474.76


DALLAS COUNTY DEFERRED COMPENSATION PLAN

INVESTMENT ACTIVITY FOR

NATIONWIDE RETIREMENT SOLUTIONS

QUARTER ENDING March 31, 2011

• UNAUDITED'

ACCUMULATION PAYOUT' TOTAL

BEGINNING INVESTMENT BALANCES $ 59,820,326.07 $ 472,303.00 $ 60,292,629.07

CONTRIBUTIONS $ J,J JO,059.25 $ 0.00 $ J, J J 0,059.25

TRANSFERS IN $ 93,893.94 $ 0.00 $ 93,893.94

INVESTMENT INCOME $ J ,945,992.07 $ J2,878.90 $ J ,958,870.97

WITHDRAWALS $ (862,4 70.25) 0.00 $ (862,470.25)

TRANSFERS OUT $ (338,420.56) $ 0.00 $ (338,420.56)

WITHDRA W AL CHARGES $ 0.00 $ 0.00 $ 0.00

ANNUITY PURCHASES $ 0.00 $ 0.00 $ 0.00

ANNUITY BENEFIT PAYMENTS $ 0.00 $ (20,380.90) $ (20,380.90)

ADMINISTRA TrvE FEES $ (4,418.54) $ 0.00 $ (4,4 J 8.54)

ASSET FEES $ (8,665.46) $ 0.00 $ (8,665.46)

LIFE INSURANCE, POSTED ONLY ~ (l6,J67.90) ~ 0.00 $ (l6.J67.90)

ENDING INVESTMENT BALANCE $ 6J,740,J28.62 $ 464,801.00 $ 62,204,929.62

LIFE INSURANCE POLICY HOLDER ACCOUNT VALUE $J,027,620.J8 LOAN BALANCE: $1,353,316.03 SELF DIRECTED BROKERAGE: $0.00 THIRD PARTY ADMINISTERED: $0.00 NOTE: ContributIOns mclude payrolls received and processed, and Incoming pLan-to-plan transfers. Payrolls received after the end of the quarter wi/I appear on the neXI

quarter's report, unaudited

303 RECORDS BUILDING 509 MAIN STREET DALLAS. TEXAS 75202 (214) 653,7321 J cwells@da!lascounty.org

CERTIFIED COUNTY TREASURER (CCT) • CERTIFIED INVESTMENT OFFICER (eIO)

DALLAS COUNTY DEFERRED COMPENSATION PLAN

INVESTMENT ACTIVITY FOR

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

QUARTER ENDING March 31, 2011

ACCOUNT BALANCE JAN. 1,2011 166,095.41

BEGIN'NING BALANCE TRANSFERS IN INTEREST/DIVIDENDS CHANGE IN VALUE TRANSFERS OUT WITHDRA W ALS

ACCOUNT BALANCE AS OF 03/3112011

166,095.41 17,227.35

514.96 2,569.94

(17,227.35) (1,059.33)

$168,120.98

303 RECORDS BUILDING • 509 MAIN STREET • DALLAS, TEXAS 75202 • (214) 653·7321 • Jcwells@daHascounty,org

CERTIFIED COUNTY TREASlJRER (een . CERTIFIED INVESTMENT OFFICER (CIO)

, PUBUC AGENCY

REllREMENT SERVICES PARS

Making retirement work for you.

COUNTY OF DALLAS ALTERNATE RETIREMENT SYSTEM PLAN

JOE WELLS COUNTY TREASURER COUNTY OF DALLAS 509 MAIN ST., #303 RECORDS BUILDING DALLAS, TX 75202

Statement of Plan Account for the Period

3/01/2011 to 3/31/2011

PLAN ID: QD-ARS06A

================================================================================ VALUATION FOR THE MONTH ENDING 3/31/2011

BEGINNING BALANCE TRANSFERS IN CONTRIBUTIONS EARNINGS EXPENSES DISTRIBUTIONS TRANSFERS OUT

BALANCE AS OF 3/31/2011

CURRENT PERIOD

455,510.26 13,569.54 3,203.68

13.09 71.05

9,090.99 13,569.54

449,564.99 ===============

================================================================================ IMPORTANT INFORMATION Contributions are applied to your plan account based upon the data received from your agency by our office, and confirmed by actual deposits made to the PARS Trust based upon reports we receive from Union Bank, the PARS Trustee. Contributions will be listed on this statement only if these deposits were received in the PARS Trust during the valuation month for which this statement covers.

It is not the responsibility of PARS to monitor the timeliness of your agency's plan contributions. If there exists any discrepancies between the data received from your agency and the actual deposits made into the PARS Trust, we will attempt to reconcile those discrepancies prior to the monthly valuation of the plan. In certain cases there may be a need to delay the monthly valuation of the plan in order to further investigate those discrepancies, which may involve contacting your agency for more information. If there are material discrepancies your agency will be notified as soon as possible. Please call Michael Hambel at (800)540-6369 x125 if you have any questions.

PARS is not licensed to provide and does not offer tax, accounting, legal or actuarial advice.

Prepared by PARS on 5/09/2011

PO Box 12919, Newport Beach, CA 92658·2919 800.540.6369 fax 949.250.1250 www.pars.org

BLX<P

,~r"'1f 2iLl '>,«0' nClo fA): 214 'io';> L712

May 16,2011

www,b.~n,:JIoi(1:,C1X,CGr" Mr. Joe Wells

!!AllAt

County Treasurer Dallas County, Texas 303 Records Building 509 Main Street Dallas, Texas 75202

Dear Mr. Wells:

Please find attached the April 30, 20 I I estimated rebate liabilities of Dallas County. When we receive the Court Orders for May we will begin updating the County's liability through May 31,2011. We intend to have those numbers to you on or before June 15th, if we receive the Court Orders in a timely manner.

Thank you for the opportunity to be of service to the County. If you should have any questions, please feel free to contact me at (214) 989-2704.

Sincerely,

~~~ Christi A. McKnight Associate Director

enclosure

Dallas County, Texas

Arbitrage Rebate Summary For the Period Ending April'30, 2011

Issue Bond

Size Description Fund Yield

3,700,000 Comb Tax & Revenue CO, Series 1987 6.37864%

16,420,000 Road Bonds, Senes 1987A 498

54.100,000 Perm. Improvement Bonds, Series 19878 6.95861%

54,585,000 Unlim. Tax Road Bonds, Series 1988A 481

52,355,000 Perm. Improvement Bonds, Series 19888 482

35,000,000 Ud Tax Perm. Improve. Sonds, Series 19BBC 485 Variable

3,420.000 Comb. Tax and Rev. CO, Series 1991 489 4.82650%

53,295,000 Road Imp, and Refunding Bonds, Series 1992 492

49,660,000 Perm. Imp. and Refunding Bonds, Series 1992A 493 6.12847%

58,565,000 Ud Tax Refunding Bonds, Series 1993A 410

51.715,000 ltd Tax Refunding Bonds, Series 1993B 411

4,000,000 Comb. Tax and Revenue Bonds, Series 1993C 412 4.99263%

6,590,000 Certificates of Obligation, Series 1994 413 4.50735%

34,050,000 Unlimited Tax Road Bonds, Series 1995 414 5.61000%

1,950,000 Lrr Permanent Improvement Bonds, Series 1995A 415 4.43380%

8.800,000 Comb. Tax and Rev. Certs. of Oblig , Series 19958 416 4.87436%

4,170,000 Tax and Rev_ Certificates of Obligation, Series 1996 417 4.06279%


3,600,000 Tax and Rev. Certificates of Obligation, Series 1996A 419 4.53859%

36,325,000 Unlimited Tax Road Refunding Bonds, 1997 & 199?A 4.61917%

8,000,000 Tax and Rev. Certificates of Obligation, Series 19978 422 4.31918%

8,700,000 Tax and Rev Certificates of Obligation, Series 1998 423 3.73804%


25,105,000 urr and Uf Road Refunding Bonds, Series 2000AB 4.56920%

85,436,457 UfT and Lrr Rfdg and Improvement Bonds, Series 2001A8 427 4_52789%

21,600,000 Tax Notes, Series 2003 429 2.10754%

21,600,000 Combination Tax and Parking Garage, Series 2004 430 4.64431%

24.096,552 Unlimited Tax Refunding Bonds, Series 2005 3.97782%

63,220,000 Combination Tax and ParlMg Garage, Series 2006 432 3.80377%

(1) Final MatUrity 411194, flO further analYSIS reqUired (2) Funds spem Negative iiability (3) Final maturity Bf1S195, no further aflalysls reqUired (4) Fina! maturity 2116/01, no further aflalysis required (5) Fiflal maturity 9120/01, flO further analysis required (5) Final maturity 8115101. no lurther analYSIS required (7) Final maturily Bf15102, no further anaiysis required (8) Final maturity 8115103, no further aflalysls required (9) Fiflal maturity Sf15/04, no further artalysis required (10) Flflai maturity 8115/05, no further analYSIS reqUired (11) Final matunty 6115106, no further analYSIS reqlNed (12) Fmal maturity 8/l5fO?, no further analYSIS reqUired (13) Flflal matunty 8115/08, flO further analysis reqUired

03'31111 04130111 Liability Liability

Per Issue Change Per Issue

(1) NA (1)

NA

(2) NA (2)

(4) NA (4)

(3) (S) (3)

(5) NA (5)

(2,443,69204) (8,644.56) (2,452,336.60)

16) 16) 16)

(10) (10) (10)

(3) (S) (3)

17) (7) (7)

(8) (8) 18)

(12) (12) (12)

19) 19)

(243,209.64) (1.013_83) (244,223.46)

(11) (11)

(12) (12) (12)

(2,550,293.03) (11.535.93) (2,561,828.96)

(13) (13) (13)

(6,266,126.51) (22,915.16) (6,289,041.67)

(13) (13) (13)

(561,996.84) (1,884.21) (563,881.05)

(26,373.90) (1,238_32) (29,612.22)

1,157,981.84 3,933_66 1,161,91550

:I1§J Wz~Q

REGISTERED INDEBTEDNESS OF DALLAS COUNTY

AND

REPORT OF CLAIMS

April 30, 2011

GENERAL INDEBTEDNESS

During the month of April 2011, the County Treasurer notified a number of former Dallas County Employees regarding funds and/or property that they owed Dallas County at the time of termination.

April 2011 Indebtedness

$ 1,845.83

FY'20 11 Indebtedness Reported

$ 6,735.08

FY'00/FY20 II Indebtedness

$ 89,834.25

April 2011

Vendor payments withheld and/or payments made due to debt owed County

April 20 II Debt Collection

$ 381.39

FY'2011 Debt Collections

$ 3,109.42

FY'00/FY2011 Debt Collected

$ 33,174.12

Balance

$56,660.13

$284,128.02

FY' 11 Vendor Payments withheld/debt recovered $1,058,460.42

303 RECORDS BUILDING 509 MAIN STREET DALLAS, TEXAS 75202 (214) 653-7321 Jcwe!ls@da!!ascounty,org

CERTIFIED COliNTY TREASURER fCCT) • CERTIFIED INVESTMENT OFFICER (CIO)

DALLAS COUNTY ATM ACTIVITY

APRIL 2011

Year-to-Date Year-to-Date Location ATM No. Withdrawalsl Dollar Withdrawals Dollar

Transfers Volume Transfers Volume

Lew Sterrett Lobby 286 690 $ 47,571.00 15,682 $ 182,650.00

Lew Sterrett Booking 287 236 $ 24,780.00 802 $ 79,504.00

George Allen Gov. Center 276 979 $ 61,060.00 4,202 $ 249,424.00

Records Building 288 899 $ 79,220.00 3,183 $ 287,081.00

Frank Crowley Courts 277 1,355 $ 103,115.00 4,892 $ 353,756.00

Health & Human Services 427 394 $ 45,751.00 1,497 $ 155,273.00

N. O'Connor-Irving 1109 438 61,293.00 1,673 $ 195,633.00

Garland Gov. Center 8776 340 37,090.00 1,661 149,144.00

Totals 5,331 $ 459,880.00 33,592 $ 1,652,465.00

SUMMARY OF CHANGES IN COUNTY FUNDS UNAUDITED AND UNRECONCILED

AS OF APRIL 30, 2011 BANK OF AMERICA

Balances YTD FY 2011 YTD FY 2011 Balances

Category Period 913012010 Receipts Disbursements 413012011

Operating: $291,149,794.19

April $229,388,919.31 $265,773,610.16 Prior $8,634,380,411.02 $8,485,882,148.62

Total $8,863,769,330.33 $8,751,655,758.78 $403,263,365.74

Interest & Sinking: $3,045,335.22

April $992,593,692.20 $992,312,460.18 Prior $2,201,922,122.04 $2,183,214,952.06

Total $3,194,515,814.24 $3,175,527,412.24 $22,033,737.22

Bond: $17,702,876.16

April $101,063,596.76 $101,063,550.25 Prior $2,919,848,944.00 $2,920,707,968.78

Total $3,020,912,540.76 $3,021,771,519.03 $16,843,897.89

Special & Trust: $100,594, I 16.57

April $293,580,159.80 $325,388,635.93 Prior $3,704,548,292.44 $3,692,624,009.25

Total $3,998,128,452.24 $4,018,012,645. I 8 $80,709,923.63

Tota! County Funds $412,492,122.14 $19,077,326,137.57 $18,966,967,335.23 $522,850,924.48

THiS REPORT!S FOR COMPLIANCE OF SECTION 114_026 OF THE LOCAL GOVERNMENT CODE ONL Y

DETAIL OF CHANGES IN COUNTY FUNDS UNAUDITED AND UNRECONCILED

OPERATING FUNDS AS OF APRIL 30, 20 II

BANK OF AMERICA Balances YTD FY 2011 YTD FY 201 I Balances

No. Fund 9/3012010 Receipts Disbursements 4/3012011

Fund Fund 00105 Road & Bridge $16,165,658.29 $23,323,224.31 $20,990,858.23 $18,498,024.37

00120 General Fund ($167,098,229.87) $4,340,246,311.56 $4,415,916,769.14 ($242,768,687.45)

00120 General Fund Investment $238,320,726.43 $3,881,658,356.22 $3,707,955,735.23 $412,023,347.42

00126 Permanent Improvement Fund $3,784,954.23 $3,753,579.53 $2,387,163.86 $5,151,369.90

00162 Alternate Dispute Resolution $1,391,911.06 $460,459.80 $213,079.28 $1,639,291.58

00170 Return Check Collection ($332,381.32) $264,330.00 $263,941.23 ($331,992.55) 00190 CMAQ-Congestion,Mitigation & Air Quality $1,292,019.51 $637,342.07 $436,424.03 $1,492,937.55

00195 Major Technology Fund $9,753,616.82 $26,102,074.34 $19,553,916.57 $16,301,774.59 00196 Major Projects $107,190,973.72 $87,359,178.70 $45,128,239.35 $149,421,913.07

00464 Juvenile Probation Commission Fund $309,519.62 $741,030.55 $794,630.96 $255,919.21

00466 Projected Federal Grants $5,060,657.30 $97,645,825.53 $93,915,040.49 $8,791,442.34 00532 Escrow Fund $27,381,019.35 $22,972,912.29 . $20,244,751.35 $30,109,180.29 00704 Unallocated Tax $9,545,828.04 $378,604,705.43 $385,471,450.06 $2,679,083.41 00704 Unallocated Tax Investment $38,383,521.01 $0.00 $38,383,759.00 ($237.99)

Total Operating Funds $291,149,794.19 $8,863,769,330.33 $8,751,655,758.78 $403,263,365.74


INTEREST & SINKING FUNDS AS OF APRIL 30, 2011

00205 Interest & Debt Retirement Fund $43,148.22 $706,002,171.70 $706,227,493.18 ($182,173.26) 00205 Interest & Debt Retirement Investment $3,002,187.00 $2,488,513,642.54 $2,469,299,919.06 $22,215,910.48 00205 Interest & Debt Retirement Investment CD $0.00 $0.00 $0.00 $0.00

Total Int. & Sinking Funds $3,045,335.22 $3,194,515,814.24 $3,175,527,412.24 $22,033,737.22

TI-llS REPORT IS FOR COMPLIANCE OF SECTION 114.026 OF THE LOCAL GOVERNMENT CODE ONLY

DETAIL OF CHANGES IN COUNTY FUNDS UNAUDITED AND UNRBCONCILED

BOND FUNDS AS OF APRIL 30, 20 I I

BANK OF AMERICA Balances YTD FY 2011 YTD FY 2011 Balances

No. Fund 9/30/2010 Receipts Disbursements 4/30/2011

00414 1995 Road Bond Fund $0.43 $90,218,398.00 $90,218,398.00 $0.43 00414 1995 Road Bond Fund Investment $1,021,749.00 $90,218,398.00 $90,218,398.00 $1,021,749.00 00415 1995A Permanent Improvement $0.86 $45,832,476.00 $45,832,476.00 $0.86 00415 1995A Pennanent Improvement Investment $449,338.00 $45,832,476.00 $45,832,476.00 $449,338.00 00416 1995B Certificates of Obligation $0.00 $0.00 $0.00 $0.00 00416 19958 Certificates of Obligation Investment $0.00 $0.00 $0.00 $0.00 00417 1996 Certificates of Obligation $0.00 $0.00 $0.00 $0.00 00417 1996 Certificates of Obligation Investment $0.00 $0.00 $0.00 $0.00 00418 1996 Road Bond Fund $0.22 $206,337,140.53 $206,337,140.59 $0.16 00418 1996 Road Bond Fund Investment $2,517,592.00 $206,182,554.00 $206,259,944.00 $2,440,202.00 00423 1998 Certificates ofObhgation $0.00 $0.00 $0.00 $0.00 00423 1998 Certificates of Obligation Investment $0.00 $0.00 $0.00 $0.00 00424 2000 Unlimited Tax Road Bonds $0.67 $289,313,432.24 $289,313,432.48 $0.43 00424 2000 Unlimited Tax Road Bnds Investment $3,627,108.00 $289,204,042.00 $289,258,737.00 $3,572,413.00 00427 200lA Unlimited Tax & Refunding Bonds $0.73 $441,030,234.28 $441,030,234.64 $0.37 00427 200lA Unlimited Tax Bonds Investment $5,351,136.00 $439,849,754.00 $440,435,045.00 $4,765,845.00 00430 2004 Tax and Parking Garage Revenue Bonds $0.00 $0.00 $0.00 $0.00 00430 2004 Parking Garage Revenue Bonds Investment $0.00 $0.00 $0.00 $0.00 00432 2006 Certificates of Obligation & Revenue ($040) $0.00 $0.00 ($0.40) 00432 2006 Cert of Obligation & Revenue Investment $0.00 $0.00 $0.00 $0.00 00481 1988A Unlimited Tax Road Bonds $0.80 $157,412,730.00 $157,412,730.00 $0.80 00481 1988A U T Road Bonds Investment $1,925,615.00 $157,412,730.00 $157,412,730.00 $1,925,615.00 00482 1988 Pennanent Improvement Bond $0.03 $6,541,668.00 $6,541,668.00 $0.03 00482 1988 Permanent Improvement Investment $64,134.00 $6,541,668.00 $6,541,668.00 $64,134.00 00490 1985 Unlimited Tax Road Bond Fund $0.70 $65,087,322.00 $65,087,322.00 $0.70 00490 1985 Unlimited Tax Road Bond Investment $638,111.00 $65,087,322.00 $65,087,322.00 $638,111.00 00491 1985 Llmited Tax Penn. Improvement Bond $0.00 $0.00 $0.00 $0.00 00491 1985 Limited Tax P I Bond Investment $0.00 $0.00 $0.00 $0.00

fHIS REPORT IS FOR COMPliANCE OF SECTION 114.026 OF THE LOCAL GOVERNMENT CODE ONLY

BANK OF AMERICA

No. Fund

00492 1992 Road Bond Fund 00492 1992 Road Bond Fund Investment 00493 1992A Pennanent Improvement Bond Fund 00493 1992A P I Bond Fund Investment 00494 1977 Unlimited Tax Road Bond Fund 00494 1977 Unllmited Tax Road Bond Investment

Total Bond Funds


BOND FUNDS AS OF APRIL 30, 20 II

Balances 9/30/2010

$0.89 $800,107.00

$0.76 $354,038.00

$0.47 $953,942.00

$17,702,876.16

YTD FY 2011 Receipts

$83,421,595.57 $83,343,762.00 $36, III ,876.00 $36,111,876.00 $90,067,810.14 $89,753,276.00

$3,020,912,540.76

THIS REPORT IS FOR COMPLIANCE OF SECTION 114_026 OF THE LOCAL GOVERNMENT CODE ONLY

YTD FY 2011 Disbursements

$83,421,596.04 $83,328,096.00 $36,111,876.00 $36,111,876.00 $90,067,810.28 $89,910,543.00

$3,021,771,519.03

Balances 4/30/2011

$0.42 $815,773.00

$0.76 $354,038.00

$0.33 $796,675.00

$16,843,897.89


SPECIAL & TRUST FUNDS AS OF APRIL 30, 20 II


No. Fund 9/30/2010 Receipts Disbursements 4/30/2011

00124 Jury Fund $13,697.51 $3,084,074.00 $3, I 01 ,432.00 ($3,660.49) 00124 Jury Fund Investment $59,515.00 $2,951,242.00 $2,987,904.00 $22,853.00 00125 Petit Jury Fund ($48,051.06) $10,027,002.00 $10,053,193.94 ($74,243.00) 00125 Petit Jury Fund Investment $92,767.00 $9,324,474.00 $9,313,474.00 $103,767.00 00128 Adult Probation Fund $1,354,580.43 $504,940,152.66 $506,799,241.88 ($504,508.79) 00128 Adult Probation Fund Investment $7,264,548.00 $475,329,758.00 $475,928,162.00 $6,666,144.00 00130 Election Fund-Special ($8,462.21 ) $6,220,148.06 $6,219,744.68 ($8,058.83) 00130 Election Fund-Special Investment $38,919.00 $5,843,303.00 $5,844,200.00 $38,022.00 00166 State Report Interest Fund $52,523.86 $291,360,270.24 $295,570,627.58 ($4,157,833.48) 00166 State Report Interest Fund Investment $4,626,987.00 $274,321,572.00 $273,393,253.00 $5,555,306.00 00168 Dallas County Historical Connnission ($499.03) $1,225,771.55 $1,225,272.00 $0.52 00168 Dallas Coty Historical Connn. Investment $12,436.00 $1,224,772.00 $1,225,258.00 $11,950.00 00169 Historical Exhibit ($283,561.94) $58,997,976.25 $58,710,831.61 $3,582.70 00169 Historical Exhibit Investment $509,702.00 556,256,140.00 $56,102,675.00 $663,167.00 00210 Arbitrage Rebate $0.45 $32,830,395.56 $32,830,396.00 $0.01 00210 Arbitrage Rebate Investment $626,254.00 $32,830,396.00 $32,829,153.00 $627,497.00 00467 HUD Section 8 $279,667.34 5649,215,283.55 $649,487,822.02 $7,128.87 00467 HUD Section 8 Investment $4,446,752.00 $621,390,130.00 $620,822,105.00 $5,014,777.00 00470 Law Library Fund $20,203.04 $20,131,468.28 $20,147,314.83 $4,356,49 00470 Law Library Fund Investment $245,597.00 $19,393,374.00 $19,441,961.00 $197,010.00 00471 Appellate Judicial System ($446.61) $54,128,177.79 $54,125,189.66 $2,541.52 00471 Appellate Judicial System Investment $565,589.00 $53,783,624.00 $53,826,106.00 $523,107.00 00486 County Treasurer's Unallocated Tax $0.00 $0.00 $0.00 $0.00 00500 Payroll ($28,417.20) $137,737,704.58 $137,789,928.38 ($80,641.00) 00500 Payroll Investment $24,593.00 $4,900,996.00 $4,851,751.00 $73,838.00 00501 County Clerk-Special ($16,053,429.54) $141,186,915.15 $118,442,906.69 $6,690,578.92 00501 County Clerk-Special Investment $60,469,616.00 $19,694,042.00 $56,577,128.00 $23,586,530.00 00502 County Clerk-Trust $11,050,306.06 $3,939,230.00 53,658,824.95 $11,330,711.11 00503 District Clerk-Special $4,090,837.57 $7,086,344.57 $6,888,161.00 $4,289,021.14 00503 District Clerk-Special1nvestmeot $0.00 $0.00 $0.00 $0.00 00504 District Clerk-Trust $7,418,742.56 $27,363,57217 $26,802,717.54 $7,979,597.19

THIS REPORT JS FOR COMPUAr--,'CE OF SECTION \ 14.026 OF THE LOCAL GOVERNMENT CODE ONLY

DETAIL OF CHANGES IN COUNTY FUNDS

UNAUDITED AND UNRECONCILED SPECIAL & TRUST FUNDS

AS OF APRlL 30, 20 II BANK OF AMElUCA

Balances YTD FY 2011 YTD FY 2011 Balances No. Fund 913012010 Receipts Disbursements 413012011

00505 Sheriff-Special $920,058.19 $7,936,726.78 S8,144,950.99 S711,833.98 00505 Sheriff~Special Investment SI60,000.00 $480,000.00 S480,000.00 SI60,000.00 00506 County Clerk-Trust S3,200,306.38 SI30,727,301.99 SI32,130,162.84 SI,797,445.53 00535 District Attorney Forfeiture SI,221.24 S792,315.86 S784,235.32 S9,301.78 00535 District Attorney Forfeiture Investment $254,355.00 $781,400.00 $766,552.00 $269,203.00 00537 Youth Village Special Fund $463.66 $0.93 $0.00 $464.59 00538 District Attorney Check Proc. Fund $44,720.54 $367,632.97 S245,169.62 $167,183.89 00540 District Attorney Forfeiture FN $415,434.51 SI,564,114.11 SI,564,285.08 S415,263.54 00540 District Attorney Forfeiture FN Investment $516,872.00 $1,559,330.00 SI,554,372.00 $521,830.00 00541 District Attorney Forfeiture OL $200,393.55 S5,486,989.67 S4,649,316.54 SI,038,066.68 00541 District Attorney Forfeiture OL Investment SI,106,107.00 S3,552,001.00 S4,245,930.00 $412,178.00 00542 District Attorney Unadjudicated Fund A $0.17 S95,511.52 $95,508.00 S3.69 00542 D A Unadjudicated Fund A Investment $31,797.00 $95,508.00 $95,445.00 $31,860.00 00543 Adult Probation-Restitution SI,275,954.58 $4,112,005.52 S4,089,080.64 SI,298,879.46 00544 D A Unadjudicatcd Forfeiture Fund B $26,324.13 $45.90 SO.OO S26,370.03 00544 D A Unadjudicated Forfeiture B Investment $0.00 $0.00 SO.OO $0.00 00545 D A Unadjudicated Forfeiture Fund C $5,000.63 SI36,828.54 $136,820.00 S5,009.17 00545 D A Unadjudicated Forfeiture C Investment S45,132.00 SI36,820.00 SI35,479.00 S46,473.00 00546 D A Unadjudicated Forfeiture Fund D SI54,381.53 $75,100.76 SI62,796.40 S66,685.89 00546 D A Unadjudicated Forfeiture Investment SO.OO $0.00 $0.00 $0.00 00547 D A State Forfeiture Fees Other ($749.30) $449,146.62 S448,33 1.68 $65.64 00547 D A State Forfeiture Fees Other Investment SI16,633.00 $365,276.00 S360,449.00 $121,460.00 00550 Justice of the Peace, 1-1 S584,599.90 $61,720.15 S39,374.1O $606,945.95 00551 Justice of the Peace, 1-2 $348,130.82 SI3,731.06 $9,970.56 $351,891.32 00552 Justice of the Peace, I-A $0.00 SO.OO SO.OO $0.00 00553 Justice of the Peace, 3-3 $104,710.62 S80,461.46 $83,084.16 SI02,087.92 00554 Justice ofthe Peace, 2-1 $385,438.48 S28,772.42 $26,818.62 S387,392.28 00555 Justice of the Peace, 2-2 $388,091.08 $61,281.48 $52,420.94 S396,95 1.62 00556 Justice of the Peace, 3-1 $149,513.20 $161,672.66 $252,799.37 S58,386.49 00557 Justice of the Peace, 3-2 $256,638.74 $140,190.43 $222,998.20 $173,830.97 00558 Justice of the Peace, 3-A SO.OO $0.00 $000 $0.00 00559 Justice of the Peace, 4-1 S381,705.38 SI43.866.22 $156,884.54 $368,687.06

HliS REPORT IS FOR COMPLIANCE OF SECTION I !4_026 OF THE LOCAL GOVERNMENT CODE ONLY


SPECIAL & TRUST FUNDS AS OF APRIL 30, 2011


No. Fund 9/3012010 Receipts Disbursements 4/30/2011

00560 Justice of the Peace, 4-2 $309,587.76 $94,127.69 $89,494.93 $314,220.52



00570 Dallas County Housing Fin. - 1993 $0.45 $4,437,444.00 $4,437,444.00 $0.45

00570 Dallas County Housing Fin. - 1993 Investment $39,724.00 $4,437,444.00 $4,430,796.00 $46,372.00 00571 Dallas County Housing Fin. - 1994 $0.59 $110,597,346.48 $110,597,347.04 $0.03

00571 Dallas County Housing Fin. - 1994 Investment $1,127,993.00 $110,429,258.00 $110,522,816.00 $1,034,435.00

00580 Constable 1 $8,704.14 $205,767.65 $207,934.59 $6,537.20

00581 Constable 2 $84.94 $247,548.69 $237,872.27 $9,761.36 00582 Constable 3 $8,436.08 $363,036.80 $368,216.65 $3,256.23 00584 Constable 4 $3,912.71 $56,673.15 $55,071.50 $5,514.36 00586 Constable 5-1 $93,424.14 $431,244.94 $453,477.39 $71,191.69 00625 TCDRS Wire Transfer Account $0.00 $0.00 $0.00 $0.00 00670 Credit Card BOA Charge Back $5,000.00 $1,031.20 $1,031.20 $5,000.00 00671 Credit Card Fees $0.00 $4,371.20 $4,371.20 $0.00 00672 Credit Card BOA Reserve $25,000.00 $0.00 $0.00 $25,000.00 00764 Welfare Food Orders $0.00 $4,148.93 $4,148.93 $0.00 00802 Child Support Special Account $172,427.92 $7,140.26 $7,190.26 $172,377.92 00807 District Attorney Check Collection $513,093.08 $0.00 $0.00 $513,093.08

00808 Child Support Trust Account $6,349.35 $118,550.58 $116,926.75 $7,973.18 00822 NACO Wire Transfer Account $0.00 $2,585,301.53 $2,585,301.53 $0.00 00882 Wire Transfer Pass Through Acct. $0.00 $77,931,943.16 $77,931,943.16 $0.00

Total Special & Trust Funds $100,594,116.57 $3,998,128,452.24 $4,018,012,645.18 $80,709,923.63

rH1S REPORT IS FOR CQMPI.IANCE OF SECTION 114.026 OF THE LOCAL GOVERNME~~T CODE ONl Y

DALLAS COUNTY TREASURER'S OFFICE "EMPLOYEE OF THE MONTH" AWARD

Each month the Dallas County Treasurer's Office presents the Dallas County Treasurer's Office "Employee of the Month" Award, designed as an incentive and motivation Award and as an achievement to be striven for by all employees of the Dallas County Treasurer's Office.

Criteria for the Award is based upon an employee's attendance; punctuality; duty on the job; responsibility to duty; fulfillment of all responsibilities outlined in the employee's job description; attitude; courtesy shown to fellow employees and to the general public; successful fulfillment of daily responsibilities; success in meeting all deadlines; and general overall outstanding performance to the benefit of the Dallas County Treasurer's Office and Dallas County.

A certificate is presented each month to the Award winner(s) as a symbol of their achievement.

Recipients ofthe "Employee of the Month" Award during FY'2011 are:

October 2010 Danny Jefferson

November 2010 Daisy Duong

December 2010 Gilda Gordon

January 2011 Melissa Ramos

February 2011 Gracie Horton

March 2011 Tanisha Jackson

April 2011 Jim Cook

May 2011

June 2011

July 2011

August 2011

September 2011 "EMPLOYEE OF THE YEAR, 2010"

BECKY MASSENGALE

303 RECORDS BUILDING 509 MAIN STREET • DALLAS, TEXAS 75202 • (214) 653-7321 J ewe! ls@dallascounty,org

CERTIFIED COUNTY TREASURER (eeT) • CERTIFIED INVESTMENT OFFICER (eIO)

EXHIBITS

COURT ORDER

ORDER NO: 2011 777 DATE: ApriI 26, 2011

STATE OF TEXAS

COUNTY OF DALLAS

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas, held on the 26tl\jay of

April ,2011,onmotionmadeby John Wiley Price, Gomm, Dist, 113 ,andsecondedby

=-D=-r~, --=E=l=b=a~G=a::r~c::i::a=-,,-C=-o=-nnn::::::~. --=D_i_s_t_, ....::.114 ______ , the following Court Order was adopted;

'WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

on March 22, 2011 the County Treasurer and County Auditor proposed a plan to consolidate payroll functions; and

on April 5, 2011 Court Order 201] 656 was passed, and

the plan includes realignment of job duties and workflow to allow deleting two positions in the County Treasurer's office for a savings of$159,375; and

the County Auditor would consolidate functions, control/edit system interface of employee files and other processing functions to generate payroll files; and

the workflow and system integration will be enhanced by full rollout of Employee Self Service (ESS) and addition of imaging tools; and

the plan also includes the deletion of one Audit Supervisor position and the addition of one Assistant managerpayrolI for an estimated cost or $4,796; and

L1:le recommendation is consistent with Dallas County Strategic Plan Vision 1:3 Dallas County provides sound, financially responsible~ and accountable governance.

IT IS HEREBY ORDERD, ADJUDGED, AND DECREED that the Dallas County Commlssioners Court hereby rescinds Court Order 2011 656 and approves the County Treasurer / County Auditor restructure to I) delete two County Treasurer positions 2) emphasize full deployment of ESS, 3) investigate imaging options and 4) delete one Audit Supervisor position and, add one Assistant Manager - payroll. It is further authorized that Commissioner Court requests I·Iuman Resource/Civil Senrice to review and classify the proposed Assistant Payroll Manager position as appropriate.

DONE IN OPEN COURT this the --;;--,t-"'J;Y ril

Dr. Elba Garcia, Commissioner of District #4

Recommended for Approval by:

Joe \~lells, County Treasurer

COURT ORDER d3 ORDER NO: 65t) DATE: April 5, 2011

STATE OF TEXAS

COUNTY OF DALLAS

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas, held on the 5thdayof

__ A_p_r_i_l ___ , 2011, on motion made by John Wiley Price, Corrrn. of District Iq and seconded by

_Dr_,_E_l_b_a_G_a_r_c_ia--,-, _C_o_mm __ , _o_f_D_l_' s_t_r_i_c_t_II_4 __ , the following Court Order was adopted;

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

on March 22, 2011 the County Treasurer and County Auditor proposed a plan to consolidate payroll functions; and

the plan includes realignment of job duties and workflow to allow deleting two positions in the County Treasurer's office for a savings of $159,3 75; and

the County Auditor would consolidate functiOllS, controlledit system interface of employee files and other processing functions to generate payroll files; and

the workflow and system integration will be enhanced by full rollout of Employee Self Service (ESS) and addition of imaging tools; and

the restructuring increases responsibility for one Audit Supervisor position making the position a candidate for upgrade; and

the reconunendation is consistent with Dallas County Strategic Plan Vision 1:3 Dallas County provides sound, fmancially responsible, and accountable governance.

IT IS HEREBY ORDERD, ADJUDGED, AND DECREED that the Dallas County Commissioners Court hereby approves the County Treasurer / County Auditor restructure to 1) delete two County Treasurer positions 2) emphasize full deployment ofESS, and 3) investigate imaging options, It is further authorized that Commissioner Court requests Human Resource/Civil Service to review and classify the proposed Assistant Payroll Manager position as appropriate.

DONE IN OPEN COURT this the _-2JlL_ > 201 J.

lty Jud::ge:--->r_"""

Dr. Elba Garcia, Commissioner of District #4

Recommended for Approval by:

Joe Wells, County Treasurer

COURT ORDER

2 2011


26th day of April ,2011 on motion

made by John Wiley Price, Commissioner of District No.3

and seconded by Dr, Elba Garcia, Commissioner of District No.4 , the

follow'mg order was adopted:

WHEREAS, the Public Funds Investment Act of 1995, 74'h Texas Legislature, amended, 75th Texas Legislature, 1997, requires that the County Treasurerreport the status of the investment of all Dallas County funds to the Commissioners Court not less than quarterly, and

WHEREAS, the Dallas County Treasurer has completed a report of all such funds for the period January 1, 2011 thru March 31,2011, in accordance with State Statutes and has signed said document in accordance with the Public Funds Investment Act.

WHEREAS, this action supports Vision 1 of Dallas County's Strategic Plan.

IT IS HEREBY ADJUDGED, DECREED AND ORDERED by the Dallas County Commissioners Court that it does hereby receive, and approve the Quarterly Investment Report of Dallas County Funds for the period January 1,2011 thru March 31,2011, as provided by the Dallas County Treasurer.

DONE IN OPEN COURT this 26th day of A ril ,2011.

Mike Cantrell, Comm. Dist. #2 Dr. Elba Garcia, Comm. Dis! #4


~


QUARTERLY INVESTMENT REPORT

January I, 20llThrough March 31,201]

The attached report outlines in detail all Dallas County investment transactions occurring during the reporting period from January I, 2011 Through March 31, 2011. All transactions are consistent with the Dallas County Investment Policy and State Law.

Dallas County investments are made with safety as the first priority, adequate liquidity the second, and yield as the third priority.

Dallas County has four specific investment strategy considerations as represented by the fund gronps denoted hereinafter.

The strategy for General Operating Funds is to ensure that anticipated cash flows are matched with adequate investment liquidity.

Bond Operating Fund strategy is to generate a dependable revenue stream for the appropriate debt service funds consistent with the Dallas County Investment Policy and State Law.

Dallas County utilizes as its primary objective for the investment of Debt Service Funds adequate liquidity to cover the debt service obligation of Dallas County on required payment dates.

Dallas County invests Special and Trust Funds in accordance with State Law and the Dallas County Investment Policy to the maximum ability that such investments may benefit Dallas County directly, or utilizes said funds in a method that such funds may benefit Dallas County indirectly.

It is the intent of the Dallas County Treasurer to hold purchased securities to the stated maturity date and to have invested in such a manner as to insure both the safety and liquidity of eacb investment.

Date: April 26, 2011

COPYRIGHT ~ Joe Wells, Dallas County Treasurer, 2011

2011 768 ORDER NO: _______ _

DATE: April 26, 2011

STATE OF TEXAS

COUNTY OF DALLAS

COURT ORDER 3 BE IT REMEMBERED at a regular meeting of Commissioners Court of Dallas County, Texas, held on the

26th day of April , 2011, on motion

made by John Wiley Price, Commissioner of District No.3


was adopted:

, and

, the following order

WHEREAS, the County Treasurer desires to Stale Date all eligible Dallas County checks which were outstanding and unclaimed by payees from January 1, 2009 through June 30, 2009, and

WHEREAS, the balance of all such checks should be cleared from the Outstanding List of Dallas County records as reflected and attached as a part of this Court Order.


IT IS HEREBY ADJUDGED, DECREED AND ORDERED by the Dallas County Commissioners Court that the County Treasurer is hereby authorized to make such transfers as necessary to carry out the instructions of this Court Order for stale dated checks for the period January 1, 2009 through June 30, 2009, as well as any and all other eligible unclaimed funds prior to July 1,2009.

FURTHER, IT IS HEREBY ADJUDGED, DECREED, AND ORDERED by the Dallas County Commissioners Court that future legitimate claims against such outstanding checks from firms, corporations or individuals named in the fund printouts attached to this Court Order, may be processed as claims for payments by Dallas County, in accordance with Dallas County Policy and Procedure

DONE IN OPEN COURT this 26th day of _____ '-++ ___ , 2011.

_____ ~rK Dr, Elba Garcia, Comm Dist. #4


lML Joe Wei,

? i·. 11 ~ C' ') ORDER NO: _-_. ~_J_.f_. __ "." __ v 'U d

DATE: April 5, 2011

STATE OF TEXAS COUNTY OF DALLAS

§ §

COURT ORDER , 0/;'\

BE IT REMEMBERED, at a regular meeting of Commissioners Court of Dallas County, Texas, held on the

____________ 5_t_h ______________ dayof ______ ~A~p~r~i~1 _____________________ ,2011,on

a motion made by Jolm Wiley Price, Corrnnissioner of District No.3 , and seconded by

-c-Dr=. --'E=l::.:b:.:a:....;:G::;a""r""C1::.:· a=.;,L-..::C,::O!lllJU=",' s:.:s",i~on",e",r,--"o",f_D::.:l=.:' s:.:t'-"r"'i"'c-"-t..cN"'o"'.--.:4 _____ , the following Court Order was adopted:

WHEREAS, the County is seeking Request for Proposals for Merchant Services for Electronic Payments and Bank Card Processing Services (RFP No, 20) 1-057-5513) currently due on April 14,2011; and

WHEREAS, to ensure there is no disruption in services until a new contract and/or transitions can be made, the Pnrchasing Department, in conjunction with the County Treasurer, is requesting that tbe Merchant Services Agreement as awarded to Bank of America, N.A. (Solicitation No. 2005-092-1672) be extended through September 7, 2011 and continue to automatically extend on a monthly basis until either party is given a thirty (30) day tennination notice; and

WHEREAS, Bank of America, N,A, has agreed to extend the contract based on the aforementioned terms; and

WHEREAS, the extension of this contract supports Vision I, Strategy L3 of the Strategic Plan by providing a sound, financially responsible and accountable governance

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize the Merchant Services Agreement as awarded to Bank of America, N,A, (Solicitation No, 2005-092-1672) be extended through September 7, 2011 and continue to automatically extend on a monthly basis until either party is given a thirty (30) day termination notice and authorizes all County documents/payments to reflect accordingly.

RT this the 5th

/

ecommended by: --c--r--:,9t;;..,' :--:-_//._'~-:::--n-=,-:,,-4-=,,;r-_____ _ Li da S. Boles, Pur lasing Agent

ADDENDUM No. '* (" Addendum 4") TO J[XTENU '£liE MERCHANT S~:RVICFA~

Ih:TWEEN DALI,AS COUNTY, TEXAS ("County") AND BANK OF AMERICA, N.A. ("Bank")

WHEREAS the Merchant Services Agreement and the Addendum to the Merchant Services Agreement (collectively "Merchant Services Agreement'" or "Agreement") was effective January 13, 2004 and approved by the County Commissioners Court Order No. 20M-117; and

WHEREAS, Addendum No.2 added services to the Agwement pursuant to the 2008 County Commissioners Court Order; and

WHEREAS, Addendum No, 3 amended, extended and incorporated the Agreement lothe Depository Contract between County and Bank (collectively, "Contract for Depository Services and Merchant Services" or "COlltract") pursuant to the March 24, 2009 County Commissioners Court Order No. 2009-550; and

WHEREAS, Bank and County further wishes 10 amend and extend only the merchant services portion of the Contl'll<;\ with this Addendum 4, which effectively amends and extends only the Agreement as follows:

1. Unless othenvise stated in the Agwement portion of the Contract, the Term of this Agreement will be extended irom June 8, 2011 through September 7, 2011; and will continue to be automatically extended on a monthly basis thereafter. This Agreement may be lemlinated without cause by either party upon a prior 30 day written notice, or upon a mutually agre~d time period.

2. No Indemnification by County. Bank acknowledges and agrees that County docs not have lile ability uDoer Article XI, Section 7 of tbe Texas Constitution to indemnify Bank or any other third party for damage!! arising under tbis Agreement.

3. This Addendum 4 shall be effective upon the earlier date of execution. below.

4. All provisions of the Agreement and any written amendment or addendum that aTL' not inconsistent with this Addendum 4, shall remain in full force and effect.

5. This Addendum 4 is incorporated by reference for all purposes to the Agreement and the Contract

6. Each party represents that it has the full right, power and authority 10 enler and perf<lnn this Addendum 4 in accordance with all of the tenns and conditions, and thaI the execution and delivery of the Addendum 4 have been made by authorized representatives

ADDENDUM 4 MERCHANT svcs AGMT 88W DALLAS COUNTY & BANK OF AMCRICA-2011

of each party to validly and legally bind the respective party to all tenns, perionnances and provisions set forth in this Addendum 4.

DATE: April 5, 2011

Recommended

. ~_.W~ ... B~wellS

Dallas County Treasurer

* il.pproved as to form A"" ;:;l

..j0!l~~p/,--/_'/ By: ~ .... , .;.6;;1<.. IJii{e .

Ohief, CivifDivision VAssistant District Attorney

BANK OF AMERICA, NA ("Bank")

DATE:~JHI, II

"'-By law, the District Attorney's Office may only advise or-approve contracts or legal documents on behalf of as dients. Jt may no! advise or approve a contract or legal document on behalf of other parties. Our 'feview'of this- document was conducted ,solely from the legal perspact1ve of our client. Our approval of lhi& document was offered solely for the benefit of our client. Other parties should not rely on this approva!. and should seek review and approval by their own respective attomey(s).

ADDENDUM 4 MERCHANT sves AGMT BETW DALLAS COUNTY & BANK OF AMERICA-2011

2

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COURT ORDER

" 011 ~ ORDER NO.: _______ _

DATE: May 31, 2011

STATE OF TEXAS

COUNTY OF DALLAS

§ § §

BE IT REMEMBERED, at a regular meeting of the Commissioners' Court of Dallas County, Texas, held

on May 31, 2011, on motion made by John WileyPrice, Connn. District 113 , and seconded by

Dr. Elba Garcia, Connn. District 114 , the following Order was adopted:

WHEREAS, Lidia Pacheco has filed suit against Dallas County, styled Lidia Pacheco v. Dallas County, in cause number cc-11-02759-D; and

WHEREAS, in executive session on May 24, 2011, as permitted by the Texas Government Code §551.071(1)(b), the Civil Division of the Criminal District Attorney's Office recommended the retention of Dr. Paul Strube as an expert witness in Cause No. cc-l1-02759-D, at the rate of $600.00 to review records and draft a report, and $150.00 to draft a counter-affidavit, and $200.00 per hour for all other services, and good cause appearing to the Court to approve said recommendation.

IT IS THEREFORE, ORDERED, ADJUDGED and DECREED that the Civil Division of the Dallas County Criminal District Attorney's Office is authorized to retain Dr. Paul Strube as an expeli witness at the rate of $600 to review records and draft a report, and $150.00 to draft a counter-affidavit, and $200.00 per hour for all other services in Cause No. cc-l1-02759-D, in Lidia Pacheco v. Dallas .ounty.

!

DONE IN OPEN COURT this the 31"' d~y ,

ileyprjCe,~

--_. Mike Cantrell, Comm. Dis!. #2 Dr. Elba Garcia, Comm. Dis!. #4

Qed for Approval:

-fj,or on Hikel &/V'I /V~trVV/""A ?" f-- Chief, Civil Division I . Criminal District Attorney's Office

COURT ORDER

ORDER NO. 20

DATE: May 31,2011

STATE OF TEXAS §

COUNTY OF DALLAS §

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas,

held on the 31st day of May ,2011 on motion made by

John Wiley Price, Commissioner of District No. 3 and seconded by

_D..cr,,-,-. _E-,1::cb:.:a=-cG:..:3::r:..:c::i::3"",-,C:::o:::lllflU=·:::s:::sc::ic::0.:.:nc::e",r-".o",f_D:::l",· s=tr",l=-' c:::t"'-'N"'o"-'..,. _4:..-___ the following Order was adopted:

WHEREAS, it is the responsibility of the Dallas Connty Commissioners Court to appoint officers to the Dallas County Historical Commission; and

WHEREAS, such appointments are for a two-year term and expire January 31" of the appropriate year; and

WHEREAS, it is the desire of the Dallas County Commissioners Court to appoint/ re-appoint Mildred Derrough Pope to serve on the Dallas County Historical Commission for a two-year term, effective May 31, 2011 and expiring January 31, 2013; and

WHEREAS, this would be Mildred Derrough Pope's first term; and

WHEREAS, Dallas County Commissioners court desires to find the most qualified citizens to participate on Boards, Commissions and Committees.

IT IS THEREFORE, ORDERED, ADJUDGED and DECREED that the Dallas County Commissioners Court does hereby appoint/ re-appoint the following citizen to the Dallas County Historical Commission for a two-year term, effective May 31,2011 and expiring January 31, 2013:

Mildred Derrough Pope (3) 3217 E. Ledbetter Drive Dallas, Texas 75216 214.374.8067

DONE IN OPEN COURT this the __ ~3u.1iUst~_,day of ___ M",. ",a'!-y __ , 2011.

\

h?a-~5:. ~ ~Dickey,

District #1 Mike Cantrell,

District #2

Dr. Elba Garcia, District #4

/Yfnr--Recommended By: ~'If~C==::==-s--

Darryl Martin, Administrator

PAGE 2 OF COURT ORDER NO. 2011-953, DATED MAY 31, 2011

COURT ORnER

DATE: May 31, 2011

STATE OF TEXAS

COUNTY OF DALLAS


________________ 3_1_s_t _________ dayof ____ ~Ma~y ____________________________ ,2011,on

a motion made by John Wiley Price, Commissioner of District No, 3 , and seconded by

_D_r_,_E_1_b_a_G_a_r_c_i_a..:., __ C_oI1lITll ___ · S_S_l_' o_n_e_r __ o_f_D_1_' s_t_r_i_c_t __ N_o_, _4 _____ , the following Court Order was adopted:

WHEREAS, the Dallas County Commissioners Court was briefed by the Office of Budget and Evaluation on May 24, 2011 concerning a reorganization of the District Clerk's Office; and

WHEREAS, the District Clerk's reorganization will result in the deletion of a Human Resources Administrator, grade G, position #3658 and a Special Assistant District Clerk, grade F, position #3687, along with the creation of a Quality Assurance Administrator anticipated to be a grade H; and

WHEREAS, the deletion of the Human Resources Administrator, grade G and Special Assistant District Clerk, Grade F positions along with the creation of a Quality Assurance Administrator will result in an annual savings of $60,787.

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREEn that the Dallas County Commissioners Court does hereby authorize the deletion of the Human Resources Administrator, grade G, position #3658 and the Special Assistant District Clerk, grade F, position #3687, along with the creation of a Quality Assurance Administrator anticipated to be a grade H in the District Clerk's Office.

DONE IN OPEN COURT this the 31st day of ____ Ma-"-y ___________ , 2011.

C

:ncUw~ ~~ M,,,iilH>itkey, Di,"id #{ "") Mike em",,,, Di'trio< #2

{l 7

~=~' .ff/L Dr. Elba Garcia, District #4

Recommended by: K ~ - ~ ro '-'J"'-'"

Ryan Brown, Budget Officer

COURT ORDER

ORDER NO:_2_:. _0_1_1 __ 9 5

/5 DATE: May 31, 2011

STATE OF TEXAS

COUNTY OF DALLAS


________ 31_s_t _____ day of _____ Ma-'-y ___________ , 2011, on

a motion made by John Wiley Price, Commissioner of District No, 3 , and seconded by

__ Dr_, _E_1_b_a_G_a_r_c_i_a.:., _C_O_rnml_'_S_Sl_' o_n_e_r_o_f_D_i_s_t_r_ic_t_N_o_,_4 ___ , the following Court Order was adopted:

WHEREAS, the Dallas County Commissioners Court was briefed by the Office of Budget and Evaluation on May 17, 2011 concerning a reorganization of the Elections Department; and

WHEREAS, the Election Department's reorganization will result in the deletion of a Clerk I, grade 5, position #1237 and a classification review of a Clerk III, grade 7, position #115; and

WHEREAS, the deletion of the Clerk I, grade 5, position #1237 and classification review of the Clerk III, grade 7, position #115 to possibly an Accounting Clerk IV, grade 9 will result in a net savings of $33,260 annually,

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize the deletion of a Clerk I, grade 5, position #1237 and classification review of a Clerk III, grade 7, position #115 in the Elections Department.

DONE IN OPEN COURT this the _31_s_t ___ day of ___ Ma-"-y ________ , 2011.

Mike Cantrell, District #2


Recommended by:_""R-=-'-'--:!~/'--__ D.L\ ::::::.-'-f'.,.,o'-w:::=::::...-., ____ _ Ryan Brown, Budget Officer

COURT ORDER

ORDER NO: 2011 DATE: May 31, 2011

STATE OF TEXAS

COUNTY OF DALLAS


_______ 3_1s_t ________ dayof __________ Ma~y _____________ ,2011,on

a motion made by Jolm Wiley Price, Commissioner of District No.3 , and seconded by

_Dr __ ,_E_l_b_a_G_a_r_c_i_a~, _C __ Occl1lllll=' "-8S __ 1,,,' o",n=e=r-=c0f=----,D=i",s""t-"-r=ic""t"-...ON,,,o,,-, _4-'-___ , the fo llowing Court Order was adopted:

WHEREAS, the Dallas County Commissioners Court was briefed by the Office of Budget and Evaluation on May 17,2011 concerning the deletion of a Clerk II, grade 6 position authorized in Justice of the Peace 3-3; and

WHEREAS, Justice of the Peace 3-3 has offered to allow Dallas County to delete the Clerk II, grade 6, position #6902 authorized in their FY2011 Budget effective immediately in order to assist with balancing the FY2012 Budget; and

WHEREAS, the deletion of the Clerk II, grade 6 position will result in a savings of $22,431 for FY20!!

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize the deletion of the Clerk II, grade 6, position #6902 authorized in Justice of the Peace 3-3.

DONE IN OPEN COURT this the ___ 31_s_t __ day of ____ Ma_y"--______ , 2011.



Recommended by: ':B ~I~ brow,", Ryan Brown, Budget Officer

COURT ORDER

ORDER NO: 957

DATE: May 31, 2011

STATE OF TEXAS'

COUNTY OF DALLAS'

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas, held on the

__ 3_1_s_t_day of ___ Ma_Y ____ , 2011, on motion made by John Wiley Price, District 3 and

seconded by Dr. Elba Garcia, District 4 , the following Order was adopted:

WHEREAS, The Dallas County Commissioners Court was briefed on May 24, 20 II, regarding a special membership rate The Texas Club is offering to Dallas County employees through its corporate program that requires a minimum of 300 employees to enroll for twelve months in order to utilize the discounted rate; and

WHEREAS, The offer includes a twelve-month membership at a discounted rate of $10.07 per month (tax included), rather than the current $50.00 per month; the discounted rate will include access to all club amenities-group fitness classes, free parking, and two (2) complimentary personal training sessions; each participating employee will be required to make a one-time payment of$130.88 that will cover a one-time processing fee and membership cost for a full year; and

WHEREAS, During the months of June and July, the Human Resources/Civil Service Department will (I) publicize the discounted rate to employees through a variety of means such as fliers, e-mail broadcasts, etc. and (2) collect the funds and disburse them to The Texas Club in coordination with the County Auditor and County Treasurer's Office as required; and

WHEREAS, The request supports Dallas County's Strategic Plan, Vision 1, Strategy 1.5, Maintain a Strong. Motivated Dallas County Workforce.

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court hereby approve the Human Resources/Civil Service Department to publiCize the discounted program; collect membership fees from employees and disburse all funds to The Texas Club in compliance with the County Auditor and County Treasurer's requirements; and authorize the County Judge to sign the agreementfor participation.

Recommen y:

__ 3_1_s_t_ day of __ Ma--,Y ___ \--_

au 'ne Dickey Comm issioner District # 1

Mike Cantrell Comm issioner Distric

John Wile~ rice Dr. Elba Garcia District #3 Commissioner District #4

( ~4!'~~~-r ~~~r, Ph.D., Director

Human Resources/Civil Service

{

THE TEXAS CLUB

(;roup Purchase Plan L,etler of Agreement

Texas Club agrees to pmvide f1111 Club membership privileges to Dallas County employees, Eligibility will be based on 300 Dallas County employees signing up j()r a 12 month commitment (to begin on or about August I. 2011 and end on July 31. "(12). Dallas County agrees to pay the initial one time processing fcc and annual fee t()f all new members \vhom sign up during the enrollment period to begm on June 1.20 I I,

2 The initial one time Processing Fee ill the arnoUlll of $}021 fi)r 300 Dallas COUllt)! employees (this is subject to change if there are morc employees that commit) comeS due \111 August 201 I (or before if the minimulll 300 elnployees is reached prior to .Iuly 2Y. 2(11).

:; The annual fce for the enrollment period (June 1.2011 through July 29, 2(11) in the amount of $36,252 (this is subject (0 change if more than 300 employees commit) will he due on August 26,2011 (or bei()re ifthc minimum 300 employees is reached prior (0 July 29, 201 I),

4 Af'ier the initial enrollment. each quarter Dallas County und The Texas Club \V,[I hold opcn enrollment periods fil!' new and existing employees whom wish to becomc a member Additiorwl cnrollment periods will commence during the months of October 20 I I, January 201l, April 2012. and July 2012, Specific dates of future enrollment periods will be determined by The Texas Club and Dallas Counly, Annual fee payments for the new members will he detennincd by the number of neW members (based on the disCKlunlcd rate of $](UJ7 per month and on,,-lImc processing fcc of S I [J,()7) and payable within 30 days after the designated enrollment period,

S The tel111S of this agre.emen! is 12 months and is non-refundable, Th" enllre agreement is contingent upon Dallas County's ability to enroll 3t)() members,

TEXAS CLUB

Signed

'1'itle:

NAME PR1NTED: ........ ..... "'" "".,',.................... ............ .

Billing Address: .......... ". "_." .. , .. ,,'''', ............... "'.",,, .... ,, ... , ............ ,""" ............................... .

A cet DeJlt Contact: ''' .. " ............... "., .. ,., ... ,,~_ ............. ,.

800 Main Sfnmt Dallas, Texas 75202 i214} 761·Ii300

DALLAS COUNTY, TEXAS

~i::=";;iJL-''l7T~ BY: ........................

. Title:

ORDER NO. 2 0 11 DATE: May 31, 2011

STATE OF TEXAS §

COUNTY OF DALLAS §

COURT ORDER

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas, held on

the __ 31_s_t ___ day of ___ Ma---"y'--_~, 2011 on motion made by Jeho ~ID.ey.Price,.Dist. 3. and

seconded by Dr. Etta Cill'Cia, DiEt. 4 , the following Order was adopted:

WHEREAS, Commissioners Court was briefed about the application to the Substance Abuse and Mental Health Administration in response to Request for Applications No. TI-11-1 01, Adult Treatment Court Collaboratives, on Tuesday, May 31,2011; and,

WHEREAS, the Misdemeanor Jail Diversion Court presided by Judge Kristin Wade, Dallas County Criminal Court of Appeals No.1, will be the "Iead" court for this project; and,

WHEREAS, the Misdemeanor Competency Restoration Court presided by Judge Douglas Skemp, Dallas County Criminal Court No, 3, will collaborate with Judge Wade forthis project; and,

WHEREAS, the grant provides funding of $400,000 per year for up to three years, with no cash match required; and

WHEREAS, the Dallas County Behavioral Health Leadership Team has endorsed this grant application; and,

WHEREAS, this grant application is consistent with the County's approved Strategic Plan and specifically impacts Vision 2: Dallas County is a health community and Vision 3: Dallas County is safe, secure and prepared,

IT IS THEREFORE ORDERED, ADJUDGED and DECREED that the Dallas County Commissioners Court does hereby approve submission of a grant application to the Substance Abuse and Mental Health Administration in response to Request for Applications No, TI-11-1 01, Adult Treatment Court Collaboratives, and authorizes the Dallas County Judge to sign all related application documents on behalf of Dallas County,

DONE IN OPEN COURT, this the __ 3_1_s_t __ day of -+--Ma-'y'----~alll!lf!~> .... 2-~

Mike Cantrell

lIioner~

Iba Garcia Commissioner District #4

Recommended by: ~ J.t~ Ron Stretcher, Director of Criminal Justice

GRANT

APPLICATION

NOT SUBMITTED

WITH COURT

ORDER

1 COURT ORDER

,., ,- .~, q ',', {}', .,

.Ji.. V <r;JJ ,p ORDER NO: _____ _

DATE: __ ~M~ay~3~1~,~20~1~1 ___________ _

STATE OF TEXAS §

COUNTY OF DALLAS §

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas held on

the 31 st day of May , 2011 on a motion made

by John Wiley Price, Commissioner of District No, 3 , and seconded by

__ D_r_,_E_l_b_a_G_a_rc_l_' a_,,--C_'O_lIlffil_' .... SS_l_· o_n_e_r_o_f_D_i_s_tr_l_' c_t_N..;.o_,_4 _____ , the following Order was adopted.

WHEREAS, the State Property Tax Code, Sec. 31.11, prior to January 1, 2010 stated that a refund for an overpayment or erroneous payment for an amount exceeding $2,500 is to be approved by the Commissioners Court of Dallas County. The governing body of the taxing unit may extend the deadline provided by Subsection (c) for a single period not to exceed two years on a showing of good cause by the taxpayer.

WHEREAS, the Tax Assessor/Collector has attached a list for which request for refunds exceeding $2,500 have been received and has determined that these tax payments were erroneous or excessive; and

WHEREAS, the Dallas County Auditor's Office has agreed that the tax payments on the attached list are older than 3yrs, erroneous or excessive.

WHEREAS, the Dallas County Tax Assessor / Collector has complied with the requirements of the State Property Tax Code, Sec. 31.11. It is the desire of the Commissioners Court to approve the attached list of erroneous or excessive tax payments for refund.

NOW THEREFORE BE IT ADJUDGED, DECREED AND ORDERED by the Dallas County

Commissioners Court that the list of tax payments attached for the period ending May 31, 2011 ___________ is hereby approved for refund.

DONE IN OPEN COURT, this the -7'l-~~--,---...,."t ,I ___ ~M~a~v ____________________ ,2011

Recommended by: Tax Assessor/Collector

For the period ending: May 31, 2011

DALLAS COUNTY TAX ASSESSOR/COLLECTOR

PRE-CONVERSION OVERPAYMENT REFUNDS IN EXCESS OF 3 YEARS

REFUND AMOUNT OVER $2,500.00

ACCOUNT NUMBER TAXPAYER REQUESTING REFUND AMOUNT OF REFUND

00000763269700000 CHRISTINE M DREW-MARTIN' $3,872.65

99050607360000000 BAYER MATERIAL SCIENCE LLC $3,554.24

00000731050200000 ALBERT OUTDOOR ADVERTISING $7,590.04

00000787747000000 SORENSEN MARK R OR ANITA $3,589.32

00000413644000000 HARVEY MARY LOU $3,747.90

00000415468000000 WALTER L. FARRINGTON III $5,668.78

00000515521000000 ZEN A ENTERPRISES INC $ 3,138.65

008821000B0270000 LSI TITLE AGENCY $2,935.73

27000260000180000 OCWEN LOAN SERVICING LL $3,000.00

"'75 /\ ;rOTAl $37,097.31

CHECK#

428976

429032

429236

429238

430350

430351

430360

430368

430373

7 ":17. -;j~ ~/), , for the Dallas County Tax Assessor/Collector's Office

'--~ ~\ 7 _" ~~ '\ ~'-OV,\ , for the Dallas County Auditor's Office

1 COURT ORDER

201 B6 ORDER NO: _____ _

DATE: __ ~M~ay~3~1~,~20~11~ __________ __

STATE OF TEXAS §

COUNTY OF DALLAS §


the 31 st day of May , 2011 on a motion made by John Wiley Price, Corrnnissioner of District No, 3 , and seconded by

__ D_r_,_E_l_b_a_G_ar_c_l_' a-",-C_o_mm_i_ss_l_' o_n_e_r_o_f_D_l_' s_t_r_l_' c_t_N_o_,_4 ____ , the following Order was adopted.

WHEREAS, the State Property Tax Code, Sec. 31.11, states that a refund for an overpayment or erroneous payment for an amount exceeding $5,000 is to be approved by the Commissioners Court of Dallas County; and

WHEREAS, the Tax Assessor/Collector has attached a list for which request for refunds exceeding $5,000 have been received and has determined that these tax payments were erroneous or excessive; and

WHEREAS, the Dallas County Auditor's Office has agreed that the tax payments on the attached list are erroneous or excessive and should be refunded to the taxpayers; and

WHEREAS, the Dallas County Tax Assessor / Collector has complied with the requirements of the State Property Tax Code, Sec. 31.11. It is the desire of the Commissioners Court to approve the attached list of erroneous or excessive tax payments for refund.

NOW THEREFORE BE IT ADJUDGED, DECREED AND ORDERED by the Dallas County Commissioners

Court that the list of tax payments attached for the period ending May 31. 2011

___________ is hereby approved for refund.

DONE IN OPEN COURT, this the ---;~'l¥-r--;,L.'f __ ~M~a",y ____________ , 2011

dt ' ~~';';;;-;~=---

"-'0

===~="'''''=======''''''''-=---T-o/ --:7""/~!"'ii-;:;R~. ,.p,&if.~&*,,'f;;-==¥.o=~""'==7TT---

Recommended by: SHIRLEY


ACCOUNT NUMBER

00000717445000000

/J /J


REFUNDS FOR ERRONEOUS OR EXCESSIVE TAX PAYMENTS

FOR AMOUNTS OVER $5000.00

TAXPAYER REQUESTING REFUND AMOUNT OF REFUND

LSI TITLE AGENCY $5,745.81

TOTAL $5,745.81

CHECK #

430365

~ ~r.F" , for the Dallas County Tax Assessor/Collector's Office • //

--4~""," . .,.rI\,---,-~ __ ",-_~,--______________ , for the Dallas County Auditor's Office ,~

96J ORDER NO: _____ _

1 COURT ORDER

DATE:_~M~a~y~3~1~,2~0~1~1~ _____ _

STATE OF TEXAS §

COUNTY OF DALLAS §


the 31 st day of May , 20 II on a motion made by John Wiley Price, Commissioner of District No.3, and seconded by

___ D_r_, _E_l_b_a_G_a_r_c_i_a.:.., _C_'0_mnu_·_s_s_i_on_e_r_o_f_D_i_s_t_r_ic_t_N_o_,_4 _____ , the following Order was adopted.

WHEREAS, the State Property Tax Code, Sec. 31.11, states that a refund for waiving penalty and interest for an amount exceeding $5,000 is to be approved by the Commissioners Court of Dallas County; and

WHEREAS, the Tax Assessor I Collector has attached a list for which request for waiver of penalty and interest, and

WHEREA.S, the Dallas County Auditor's Office has agreed that a special briefing is necessary for the waiver of penalty and interest for the taxpayer and

WHEREAS, the Dallas County Tax Assessor I Collector has complied with the requirements of the State Property Tax Code, Sec. 33.0ll & Sec. 33.08. It is the desire of the Commissioners Court to approve the attached list of request for waiver of penalty and interest.

NOW THEREFORE BE IT ADJUDGED, DECREED AND ORDERED by the Dallas County Commissioners

Court that the list of tax payments attached for the period ending May 31,2011

___________ is hereby approved for refup\d.

DONE IN OPEN COURT, this the --rl,,-¥7"-;ff-+.:rr __ ~M~aYL-___________ ,2011

ICT#3

Recommended by:



REFUNDS FOR ERRONEOUS OR EXCESSIVE TAX PAYMENTS

FOR AMOUNTS OVER $5000.00-FOR SPECIAL BRIEFING

ACCOUNT NUMBER TAXPAYER REQUESTING REFUND \!iMOUNT OF REFUND CHECK #

007460044B0010000 OSIRIS TSTS RED BARKER LIFE I $7,380.48 426617

/J /J TOTAL $7,380.48

_-+?5'=----4~';A;,{£'k-</~~...J~'*v;(.'~;-r....-v7_------, for the Dallas County Tax Assessor/Collector's Office

~/~ "/~._, 1 ~,,_

I -...!~ ~ ,-,,=,'1 _~,_-\--+-_-__ ----,:_-____ ---___ ~, for the Dallas County Auditor's Office

jw

ORDER NO. 2:, () i I 962 COURT ORDER

STATE OF TEXAS } 2] DATE: May31,2011

COUNTY OF DALLAS }

BE IT REMEMBERED, at a regular meeting of Commissioners Court of Dallas County, Texas held on

the __ 3_l_st __ day of ___ Ma...:. -"-Y ____ 2011, on motion made by John Wiley Price, No.3,

and seconded by Dr. Elba Garcia, No.4 , the following Order was adopted:

WHEREAS, on May 24, 2011, the Dallas County Health and Human Services/Older Adult Services Program Agreement with the Texas Performing Chinese Arts Association U.S.A. was briefed; and

WHEREAS, the Health and Human Services/Older Adult Services Program in cooperation with Site Sponsors has provided meals and program services at senior centers since 1972; and

WHEREAS, the Agreement outlines the responsibilities of Dallas County and the Texas Performing Chinese Arts Association U.S.A.; and

WHEREAS, the Agreement will require the signature of the County Judge and the Texas Performing Chinese Arts Association U.S.A.; and

WHEREAS, recommendations included in this briefing are consistent with the Dallas County Strategic Plan, Vision 2: Dallas County is a healthy community. The Agreement with the Texas Performing Chinese Arts Association U.S.A. is included under the strategy to promote healthy living and wellness programs across Dallas County; and

iT IS THEREFORE ORDERED, ADJUDGED AND DECREED, that the Dallas County Commissioners Court approve the Agreement with the Texas Performing Chinese Arts Association U.S,A, and that the County Judge be authorized to sign the Agreement on behalf of Dallas County,

DONE IN OPEN COUf~thi' Ihe 31" dey oJ }jay ~ 1

I l' ~~. --// ( ~-rict #2

iley Pric ,District #3 Dr. Elba Garcia, District #4

Recommena,9Q...fW ___ -1Q=--"~===:=~"'-..::~-'=-?.---_=_:_Hh--------zachary S. Thompson, Dire~

THE STATE OF TEXAS §

COUNTY OF DALLAS §

AGREEMENT AMONG DALLAS COUNTY, DAAA & TEXAS PERFORMING CHINESE ARTS ASSOCIATION U.S.A.

This Agreement is entered into by and among Texas Performing Chinese Arts Association U.S.A. ("Site Sponsor"), Dallas County, Texas ("County"), and tbe Dallas Area Agency on Aging ("DAAA" or "Funding Agency").

The Funding Agency was created in 1972 under the Older American's Act ("Act"). The Funding Agency operates within three (3) distinct areas and is charged with the oversight and implementation of Programs like the one herein defined. The areas are as follows: access and assistance, service coordination and senior center development.

1. Term: The Term of this Agreement shall be for a period of three (3) years, commencing on the last date of execution of this Agreement, unless terminated by a party, or mutually modified and amended in writing by all three parties.

2. Site Sponsor's Responsibilities:

a. Provision o(Space. The Site Sponsor hereby agrees to allow the County to use the Elite Multi-Arts Center located at 902 Saint Paul Drive, Richardson, TX 75080 ("Facility" or "Facilities") from 8:30 a.m. to 2:00 p.m., Monday tbrough Friday, for the purpose of conducting health, nutrition, recreation, education and social service activities, which reflect the interests and needs of tbe older American participants ("Program"), and which comply with the legal requirements of the Act.

b. Additional Space. In addition to the Facility, additional space at the Elite Multi-Arts Center or a mutually agreed upon alternative location, will be made available to the County for Program use, provided that, the County requests such use in writing at least two (2) weeks in advance. A written confirmation notice should follow the request in a timely manner to ensnre that the Program activity can be included on the monthly calendar.

c. Other Responsibilities. Additional Site Sponsor's responsibilities include, but are not limited to, the following: provision of transportation services to Program participants to and from Facilities, if available; outreach assistance; nutritional education, if available; linkage to government social services; Council coordination; maintaining applicable licenses of Facility; and making snre Facility passes all inspections according to health and safety regulations.

3. County's Responsibilities: County responsibilities include, but are not limited to, the following: opening and closing the designated spaces/areas of the Facilities; preparing and delivering all required reports associated with the Program; preparing and confirming a monthly activities calendar; attending monthly staff meetings (and other meetings as required); planning on-going

AGREEMENT AMONG DALLAS COUNTY, DAAA & ELITE CULTURAL CENTER - 2012 1

outreach activities; providing nutrition education; electing and coordinating the Senior Center Site Council ("Council"); accounting of center funds, fund-raising to enhance programming and operations; communication with all parties regarding progress and concerns; communication with Site Sponsor on a regular basis to obtain feedback and provide input to ensure smooth operation of Facility and plauned programming; coordinating off-site events; coordinating transportation with the provider for daily trips and special events; safety and welfare of Program participants during hours of operation; compliance with Texas Administrative Code and Food Service Sanitation and Safety Standards; and contacting Site Sponsor representative concerning Facility maintenance and repairs, as needed.

In consideration for the use of the Facility, the County shall provide the equipment, supplies and staff necessary to conduct the Program at the Facility. As part of the Program, the Funding Agency shall provide meals to all Program participants. Additionally, the County shall be responsible for providing minor custodial services necessitated by the Program.

4. Funding Agency's Responsibilities: The Funding Agency, Dallas Area Agency on Aging, contracts with Dallas County Department of Human Services to provide administrative oversight, monitor operations and staffing of the congregate nutrition site. The DAAA receives Older Americans Act funding administered by the Federal Administration on Aging via the Texas Department of Aging and Disabilities Services.

5. Non-exclusive Use: The Site Sponsor reserves the right to use the Facilities at times that do not conflict with the Program as outlined in this Agreement.

6. Fund Raising: The Site Sponsor shall approve all fund raising activities that occur at the Facility at least one (1) month in advance, with the exception of Program participant contributions. The Site Sponsor will provide guidelines for acceptable fund raising activities and accountability for funds raised by such Program activities. Accounting for funds raised througb the Program at Facilities not on the Site Sponsor's premises is the responsibility of the County and the Council.

7. Temporary Interruption: The Site Sponsor reserves tbe right to temporarily interrupt or postpone the use of the Facility at any time the Site Sponsor or its designated representative deems it to be in the best interest of the Site Sponsor, or for reasons of public welfare. Such notice of a temporary interruption shall be provided by the Site Sponsor to the County in writing at least seventy-two (72) hours prior to the effective date of the temporary interruption, if possible. In the event that service at the facility is interrupted, the County and Site sponsor will work to mutually agree upon transfer of the Progran1 temporarily to another designated site.

8. Agreement Termination: This Agreement may be terminated under the following circumstances:


a. Termination for cause A party may tenninate this Agreement in whole, or in part, at any time, when it is determined that the other party has failed to comply with the conditions of the Agreement. The tenninating party shall promptly notify the other parties in writing of the determination and the reasons for the action, together with the effective date.

b. Termination for convenience - A party may tenninate the Agreement without cause upon prior written sixty (60) days notice to the other parties.

9. Assignment and Subcontracting: A party may not assign this Agreement nor enter into agreements with subcontractors for any services outlined in this Agreement without prior written consent of the other parties.

10. Independent Contractor: In perfonning services under this Agreement, the relationships among Site Sponsor, Funding Agency and County are that of independent contractors, and execution of this Agreement does not change the independent status of the individual parties.

11. Venue: The obligations or the parties to this Agreement are performable in Dallas County, Texas and exclusive venue shall lie in Dallas County, Texas.

12. Applicable Laws: This Agreement is made subject to the provisions of the Funding Agency's Charter, and all applicable municipal, State and federal laws. Neither County nor Site Sponsor waives its rights under any applicable local, State and federal rules and laws.

13. Governing Law: This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas.

14. Legal Construction: In the event that a court of competent jurisdiction for any reason holds any provision of this Agreement invalid or unenforceable, all remaining provisions shall remain in full force and effect.

15. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one (l) and the same instrument.

16. Captions: The captions to the various provisions of this Agreement are for informational purposes only and shall not alter the substance of the tenns and conditions of this Agreement.

17. Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and, their assigns, except as otherwise provided in this Agreement.

AGREEMENT AMONG DALLAS COUNTY. DAAA & ELlTE CULTURAL CENTER· 2012 3

18. Insurance: All parties shall maintain in full force and effect insurance or self-insurance to the extent pennitted by applicable laws, and that is maintained at appropriate levels of insurance conunensurate with each party's obligations hereunder and in accordance with sound accounting practices. Each party will be responsible for its costs of such insurance, any and all deductible amounts in any policy and any denials of coverage made by its msurers.

19. Sovereign Immunity: This Agreement is expressly made subject to County's sovereign immunity, Title 5 of the Texas Civil Remedies Code and all applicable State and federal law. The parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver of any immunities from suit or from liability that the parties have by operation of law. Nothing in this Agreement is intended to benefit any third-party beneficiary.

20. Indemnity: All parties agree to be responsible for their own negligent acts or omissions, or other tortious conduct, in the course of performance of this Agreement without waiving any sovereign immunity, governmental immunity or available defenses available to the parties under Texas law. Nothing in this paragraph shall be construed to create or grant any rights, contractual or otherwise, in or to any third persons or entities. All parties agree that any sucb liability or damages occurring during the performance of this Agreement caused by the joint or comparative negligence of the parties, or their employees, agents or officers, shall be determined in accordance with comparative responsibility laws of Texas.

21. Entire Agreement: This Agreement sets forth the entire understanding of the parties and it supersedes all prior agreements and understandings between the parties with regard to the subj ect matter herein.

22. ' Notice: Any notice required or permitted herein shall be deemed to have been given when hand delivered, sent by overnight mail, or seventy-two (72) hours after deposit in the U.S. Postal Services mail, if sent certified, registered with a return receipt requested to:

Funding Agency: Martha Blaine, Executive Director Community Council of Greater Dallas 1349 Empire Central, Suite 400 Dallas, Texas 75247

Monita McGhee, Director Dallas Area Agency on Aging 1349 Empire Central, Suite 400 Dallas, Texas 75247

County: Zachary Thompson, Director Dallas County Health & Human Services 2377 N. Stemmons Frwy, Ste 200, LB 16 Dallas, Texas 75207

Site Sponsor: David Wong Texas Performing Chinese Arts Association U.S.A. 902 Saint Paul Dr. Richardson, TX 75080


23. Signatory Warranty: Each person signing and executing this Agreement does hereby warrant and represent that such person has been duly authorized to execute this Agreement on behalf of DAAA, Site Sponsor or County, as the case may be.

DALL

/1/

l\:s~ e: C a is Jenkins title: D~llas j ounty Judge

DATE: 5-..}1-11

By: Zachary Thompson Director, DCHHS

FUNDING AGENCY

Name: Martha Blaine Title: Executive Director, Community Council of Greater Dallas

DATE: ____________________ __

Name: Monita McGhee Title: Director, DAAA

DATE: ____________________ __

SITE SPONSOR

o c"'/'i)I/ Gcfrdon f!.ike

,. / -" • .Qll4ef, 8ivil Division A~tant District Attorney

*By law, the District Attorney's Office may only advise or approve contracts or legal documents on behalf of its clients. It may not advise or approve a contract or legal docmnent on behalf of other parties. Our review of this document was conducted solely from the legal perspective of our client. Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval, and should seek review and approval by their own respective attorney(s).

AGREEMENT AMONG DALLAS COUNTY, DAAA & ELITE CULTURAL CENTER· 2012 5

COURT ORDER

ORDER NO" _:!;_f_l J_~,_i. 963 DATE: May 31, 2011

STATE OF TEXAS

COUNTY OF DALLAS

§ §

§ §

BE IT REMEMBERED, at a regular meeting of Commissioners' Court of Dallas County, Texas held on

the _3_1_st __ day of _______ Ma__'y'__ __________ 2011, on motion made by

~j-J--'ohn~--'w=il=e~Y'--P=rl--'·c~e~,---'Co--'mill==·--'s-sl-·o-n-e-r-o--'f_D__'is_t__'r__'i_c_t_N_o_"_3 __________ , and seconded by

__ D_r _" _E_l_ba_'_'G_a_r_c_ia__,,___,C_omill_'_s_sl_' o_n_e_r_o_f_D_i_s t_r_i_c_t_N_o_"_4 _____ , the following Order was adopted:

WHEREAS, the contract between Dallas County Health and Human Services and DISDforthe rental of the Jesse Owens Memorial Complex was discussed in Commissioners Court on May 31, 2011; and

WHEREAS, Dallas County Health and Human Services seeks approval to enter a contract with the Dallas Independent School District for use of the Jesse Owens Memorial Complex, Ellis Davis Field House, to host its waiting list pre-application intake session scheduled for July 14, 2011, from 8:00 a.m. through 5:00 p.m.; and

WHEREAS, the total cost associated with the contractual use of the facility inclusive of requested DISD staff is $5,430.00, which 'IS available from the Housing Choice Voucher Program budget (467.08001); and

WHEREAS, the DCHHS Section 8 Housing Choice Voucher Program waiting list pre-application intake session is in compliance with Vision 2: Dallas County is a Healthy Community; Strategy 2.1, Provide exceptional disease prevention, health promotion and Human Service programs to the citizens of Dallas County, as included in the Dallas County Strategic Plan.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the Dallas County Commissioners Court does hereby authorize Dallas County Health and Human Services to enter a Contract with the Dallas Independent School District for rental of the Jesse Owens Memorial Complex, Ellis Davis Field House, for the Section 8 waiting list pre-application intake session, scheduled for July 14, 2011, for a cost of $5,430, and authorize payment for usage of the facility and all other associated costs from the Housing Choice Voucher Program budget (467.08001).

DONE IN OPEN CO T this the __ 3_1_st __ day of _--r'--_Ma-=-Y ___ -=-"~,___

Recommended by:

Maurine Dickey Mike Cantrell Commissioner, District No. Commissioner, Di~ICNI'J

~~, Dr. Elba Garcia Commissioner, District NO.4

Michael Hinojosa, Ed.D. Superintendent of Schools

Dallas County Health and Human Services

May 24, 2011

2377 North Stemmons Freeway Suite 700, LB 16 Dallas, Texas 75201

Dear

Indepomlen. Dallas D SdIool District

Your request to use the fieldhouse at the Jesse Owens Complex (Ellis Davis) for a Housing Voucher Application Session has been approved, however your agreement is not in force until the cost for usage has been paid in full and the contract has been properly executed. This use has been scheduled as follows: Thursday, July 14th 2011 from 6:00 a.m. until 7:00 p.m with officer access beginning at 5:00 a.m ..

Please sign the enclosed contract #8596 and return at least five (5) days before the event to: Real Estate and LeaSing Services, 3701 South Lamar, Room 244, Dallas, Texas 75215 or via facsimile to 972 925-5068.

The cost for this usage is $5,430.00 and should be paid in full at least five (5) days before the event. Payments are accepted in the form of either a cashier's check or money order only and should be made payable to the Dallas Independent School District and mailed or hand delivered to the address listed above. Please include your contract number on your payment andlor attach a copy of this approval letter. Upon receipt of your signed contracts and payment, our office will return an executed original contract to you.

The use of facility equipment must be arranged in advance through Real Estate and Leasing Services. Please make sure to remove all trash and debris from the property after your use.

If you have any questions or require addrtional information, please contact me at 972.-925-5087.

Sincerely,

Avery Williams Specialist

c: Jeff Johnson Orlando Alameda Cedric Portley Adrian Williams Roy BUberry

3700 Ross Ave. Danas, TX 75204 (972) 925-3700 www.dallasi..1d.org

STATE OF TEXAS COUNTY OF DALLAS D

CONTRACT

No. 8596

WHEREAS, the Board of Education of the Dallas Independent School District has adopted rules and regulations governing the use of school facilities for other than school activities: and

WHEREAS, any organization desiring to rent said school facilities must abide by such rules and reguJations, which appear on the reverse side hereof and made a part of this written agreement.

NOW, THEREFORE, the Dallas Independent School District. hereinafter known as Lessor. and

Dallas County Health and HUman Services •

hereinafter styled Lessee, do hereby contract and agree as follows: WITNESSETH

I. Lessor hereby grants permission to Lessee to use Ihe fleldhouse at the Jesse Owens Complex (Ellis Davis) on the fOUowtng dates and

periods as indicated: Thursday, July 14th 2011 from 6:00 a.m. until 7:00 p.rn with officer aceess beginning at 5:00 a.m,

whicf1 permission may be revoked at any time by the Lessor for such as Lessor may deem sufficient. II.

Lessee shall use the above described facility for the purpose of a Housing Voucher Application Session and no other, unless written peimlssion is first obtained from Lessor. Lessee shaH ensure that the area is kept clean, maintained, and in good order. All trash must be picked up and removed from the premises prior to leavmg, when applicable. Lessee shaH not sublease saki property to another, Lessee shall not have access to the bullding facility at any time other than those dates and times indicated in Section I. The USa of firearms, illegal drugs, the consumption of alcoholic beveragas and smoking is prohibited on D150 property. Lessee shall not pari< any vehicles overnight on DISD property. Lessee hereby agrees not to use any part or portion of the Dallas Independent School Districts name and/or logo, verbally, in print form or in any filming capaolty. Lessee agrees also that no 6taff or students, without the expressed written consent of the students' parent or legal guardian, shall be included verbaHy, in print form, or on film.

III. Lessee shall pay the Lessor for the use of said facility the foHowing cherges in advance'

Rental of F acility ...:C;:!I!:!:as=s~I",I, .::.A~th.!!!le:::t~iccJ.(.!C13,-H!.2o~u~r.lR!::e:!.n~ta~I),--____________ _ Open I Close Open _ NI A; Close - 1 Hr

Custodian ~2t6A~dd~i~tiQ~n~a~1 ~C~u~st~Q~d~ia~n~(S~)~@~~6~H;O~u~rs~~E~a~ch~======================= Security -~8~D~I~S~DLQ~ffiwo~e~r~'s~)w@~~1~3JH~Q~I~Jr~5wF~.a~+~7~Q~n~·~DAllljty~Q~ffi~ce~rsL-______________ __

Other-Does Not Apply (N/A) Total..:...====...:....:.:..::..-----------------

IV.

$1,820.00 $130.00 $360.00

$3,120.00 $0.00

$5,430.00

Lessee shall be held responsible and liable in such sum as may be necessary for repairs or replacements for any damages done to the buildings, equipment or other property belonging to Lessor while the same is being used by the Lessee and Lessee shall be held responsible also for the conduct of any and all persons using said facility on occasions when the same is being used by Lessee under the provisions of this. agreement Lessor shall not be Uable nor responsible for any injury, accident, loss, damage or claim that might arise from Lessee's use of school facilities, building, campus, premises or

grounds under the provisions of this agreement. HOLD HARMLESS: Lessee hereby undertakes and further agrees to indemnify and to save and keep Lessor, its Board of Trustees and

employees harmless from and against any and ell loss, cost. claim, expense, liabUity or damage that might arise or OCCUf from Lessee's use of any schoo! facility, building, campus, premise, or grounds under the prOVisions of this agreement.

Lessor at its discretion may require Lessee to secure adequate inSUfance or bond to protect Lessor in accordance with the above "Hold Harmless" clause and agreement.

V. The Dallas Independent School Distfict retains aU concession rights.

VI. IT IS THOROUGHLY AGREED AND UNDERSTOOD THAT THIS AGREEMENT MAYBE RESCINDED AT ANY TIME BY THE LESSOR, OR

ITS DULY AUTHORIZED AGENT IF LESSEE VIOLATES ANY OF THE PROVISIONS OF THIS CONTRACT OR IF SAID FACILITY IS NEEDED FOR ANY SCHOOL ACTIVITY.

Executed al Dallas, Texas on this the ____________________ day of ___________________ " 2011

Director, DCHHS , LESSEE

,LESSEE

Specialist or Oesignee Dallas Independent School District

LESSOR

Dept. of Health 8. Human $vcs, #8596 Sec 8 Voucher Application Processing Class II, Jesse Owens Field House

Day Activity Time # Hours Rental Fee o I Close Custodia! Other Total Wed. Open $0.00

Mobile Command, over night .. 6pm· until Supv Incl $0.00 Close Supv Incl $0.00

$0.00 *"'Patrol staff will set-up command post on the premises

Thurs. July 14th Open 4:3Oa $0.00

Sherriff Arrival 5am 1 $130.00 $130.00 County Arrival / Prepl Rental 6a·7pm 13 $1,690.00 $1,690.00 Custodial 2p· apm 2 6 360.00 $360.00 Officers, DISD 6a·7pm 8 13 3120.00 $3,120.00

Close 8pm 1 $130.00 Supv Incl $130.00 $5,430.00

Application process from 8am • 5pm DISD Officers Info· billing for 8 bul will have 7 officers already on duly on Ihe premises.

5/19/2011

COURT ORDER f i •. ', 'i 0 I! ;Ii ,JJLL 0iU""c ORDER NO: ____ _

DATE: May 31, 2011

STATE OF TEXAS §

COUNTY OF DALLAS §


31st d f May 2011 _____________ ay 0 ______ ~ _________ , ,on

amotion made by John Wiley Price, Commissioner of District No, 3 , and seconded by

_D::::r",',-,=E:=l.:::b",a...:G",a",r",c:=i",a"" ...:C",O",I1lIlU=·.:::S",Sl",· 0""n",e",r-",of=-:;D",i",s",t""r""ic",t=-:;N"'0c:.,---=c4 ___ " the following Court Order was adopted:

WHEREAS, the Purchasing Department is requesting a sixty (60) day extension ofRFP No. 2005-139-1725 Request for Proposals for a Five (5) Year Management Services Contract for Dallas County Parking Garages as awarded to Ace Parking to allow staff time to complete the negotiation process for a new contract; and

WHEREAS, Ace Parking has agreed to extend the contract through July 31, 2011; and

WHEREAS, the extension of this contract supports Vision 1, Strategy 1.3 of the Strategic Plan by providing a sound, financially responsible and accountable governance

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize a sixty day extension (June 1, 2011 through July 31, 2011) of RFP No. 2005-139-1725, Request for Proposals for a Five (5) Year Management Services Contract for Dallas County Parking Garages, as awarded to Ace Parking and authorizes all County documents/payments to reflect accordingly.

DONE IN OPE~ C RT this the ) 7 '

At 31st day of ____ Ma--"-y+-C_'·'_· __ ~l.

\ :::4 111S, County Judge "' .... ,,'-1..L'·ckey, District #1 Mike Cantrell, D' trict #2

, , /

Dr. Elba GarcIa, District #4

COURT ORDER

ORDER NO: 20 ,1 96 -----

DATE: May 31, 2011

STATE OF TEXAS §

COUNTY OF DALLAS §


______ 31_s_t _______ day of _______ Ma_' -'y'--_________ , 20ll, on

a motion made by John Wiley Price, Cormnissioner of District No, 3 , and seconded by

_D_r_, _E_l_b_a_G_a_r_c_i_a_,_C_o_!llllll_'_s_sl_' o_n_e_r_o_f_D_l_' s_t_r_i_ct_N_o_,_4 ____ , the following Court Order was adopted:

WHEREAS, the Purchasing Department briefed Commissioners Court on May 31, 2011 on the second twelve (12) month extension of Bid No. 2009-081-4423 Annual Contract for Keys and Locks with Complete Security Service; and

WHEREAS, the term of this contract is July 21,2011 through July 20, 2012; and

WHEREAS, the extension of this contract supports Vision 1, Strategy 1.3 by providing a sound, financially responsible, and accountable governance

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize the second twelve (12) month extension of Bid No 2009-081-4423 Annual Contract for Keys and Locks as awarded to Complete Security Service for the period July 21,2011 through July 20,2012 and authorizes all County documents/payments to reflect accordingly.

DONE IN OPEN CO this the 31st day of __ Ma_y'--__ --I'_, 20ll


Recommende b~y:.:.:~~~£1.~«..)e.'t~--:--,-----Linda S. Boles, Purchasing Agent/dam

COURT ORDER

€H~R ORDER NO: _____ ,J'U ' .. '

DATE: May 31, 2011

STATE OF TEXAS § COUNTY OF DALLAS §


____ 3_1:=-st::.-_____ day of ______ M_a:..-y ______________ , 2011, on

a motion made by John Wiley Price, Commissioner of District No.3 , and seconded by

_D_r_, _E_l_b_a_G_ar_c_l_' a-','-C_o_mml_·_S_Sl_· o_n_e_r_o_f_D_is_t_r_i_c_t_N_o_,_4 ___ , the following Court Order was adopted:

WHEREAS, by Court Order No. 2010-1927, the Dallas County Commissioners Court extended Bid No. 2010-007-4703 Annual Contract for the Purchase of Paper for Office Use to Western Paper Company for the period December 1, 2010 through November 30, 2011; and

WHEREAS, Western Paper Company has notified Dallas County that their company has been acquired by Gould Paper Company dbaiWestern-BRW Paper Company; and

WHEREAS, by the attached Novation Agreement, Gould Paper Company dbaiWestern-BRW Paper Company agrees to assume the liability of said contract for the balance of the contract period thereby releasing Western Paper Company from all contractual liability; and

WHEREAS, this action supports Vision 1, Strategy 1.3 of the Strategic Plan by providing a sound, financially responsible and accountable governance

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorizes the County Judge to execute the attached Novation Agreement with Western Paper Company and Gould Paper Company dbaiWestern-BRW Paper Company for the liability of Bid No. 2010-007-4703 Annual Contract for the Purchase of Paper for Office Use for the balance of the contract period and in accordance with the terms, conditions and pricing set forth and authorizes all county documents/payments to reflect accordingly.


'nda S. Boles, Purchasing Agent/mwi

THE COUNTY OF DALLAS

THE STATE OF TEXAS

§ § § §

NOVATION AGREEMENT

BETWEEN

DALLAS COUNTY ("County")

AND

WESTERN PAPER CO. ("Original Contractor")

AND

WESTERN-BRW PAPER CO. INC. ("Substitute Contractor")

PAPER FOROFFICE USE

This Novation Agreement (hereinafter, "Agreement") is made and entered into this 23" day of May 2011 (hereinafter, the "Effective Date"), by and between Dallas County (hereinafter, "County"), a governmental entity formed and existing under the laws of the State of Texas, acting by and through the Dallas County Commissioners Court (hereinafter, "Commissioners Court"), Western Paper Company (hereinafter, "Western Paper"), a corporation authorized to do business in the state of Texas, and Western-BRW Paper Company Inc. a subsidiary of Gould Paper Company (hereinafter, "Western-BRW'), a corporation authorized to do business in the State of Texas. County, Western Paper and Western-BRW rnay be referred to in this Agreement individually as "Party" and collectively as "Parties."

WHEREAS, on October 22,2009, County opened Bid No. 2010-007-4703 (hereinafter, the "Bid") to solicit an Annual Contract for the Purchase of Paper for Office Use, as authorized by the Commissioners Court; and

WHEREAS, as a result of the competitive bidding and evaluation process, on October 22, 2009, pursuant to Dallas County Commissioners Court Order No. 2010-0389, County, through its Commissioners Court, awarded the Bid to Western Paper; and

WHEREAS, County and Western Paper entered into an annual contract for the purchase of paper for office use (hereinafter, the "Contract") at an estimated cost of Three Hundred Thirty-two Thousand Two Hundred Twelve Dollars .and Ten Cents ($332,212.10) for a one (1) year period commencing on December 1, 2009 through November 30, 2010 with a one (1) extension through November 30, 2011; and

WHEREAS, County has received written notification from Western Paper that it has merged with Gould Paper Company and that all personnel, equipment, and facilities of Western Paper will conduct business under the name of Western-BRW effective April 15, 2011; and

WHEREAS, the Parties agree that Western Paper has continued to perform under the Contract prior to County's written receipt and notification of the rnerger between Western Paper and Western-BRW; and

1

WHEREAS, Western Paper desires to be released and discharged from the Contract, and WestemBRW desires to assume the Contract; and

WHEREAS, County is willing to agree to the release and discharge of Western Paper from the Contract and the assumption of the Contract by Westem-BRW provided that Western-BRW agrees to: (1) undertake the performance 01 the Contract upon the terms and conditions of the Contract; (2) be bound by the terms and conditions of the Contract; (3) assume all claims, liabilities, and other obligations of Vantage under the Contract; and (4) be bound by certain other agreements hereinafter set forth that are made between the Parties; and

WHEREAS, beginning the Effective Date of this Agreement, Purchase of Paper for Office Use provided by Western Paper (hereinafter, the "Original Contractor") under the Contract will.be performed by Western-BRW (hereinafter, the "Substitute Contractor"); and

WHEREAS, County agrees to release any and all pending payments due the Original Contractor to the Substitute Contractor upon the execution of this Agreement by all Parties hereto and approval of this Agreement by the Commissioners Court.

NOW, THEREFORE, in consideration of the promises, inducements, covenants, agreements, condilions, and other good and valuable consideration, the receipt of which is hereby acknowledged and confessed, the Parties agree asfollows:

1. Undertaking of Substitute Contractor. The Substitute Contractor will undertake to fully perform and be responsible for the services required under the Contract and to be bound by Ihe terms and conditions thereto in all respects as if the Substitute Contractor was the original party to the Contract in lieu of the Original Contractor, including, but not limited to, assumption of all claims, liabilities, and other obligations of the Original Contractor, terms and conditions of the Original Contractor, and to be responsible for all acts of negligence of the Original Contractor in the execution or performance of services in connection therewith. Except as otherwise provided in this Agreement, the Substitute Contractor is entitled to all rights, title, and interest of the Original Contractor in and to the Contract in all respects as if the Substitute Contractor was the original party to the Contract Notwithstanding the foregoing, County does not waive or abrogate any of its rights, title,and interest in any respect under the Contract by execution hereof. The term "Contractor" as used in the Contract shall be deemed, after the Effective Date of this Agreement, to refer to the Substitute Contractor ratherlhan the Original Contractor.

2. Release of Orioinal Contractor and Agreement for Acceptance of Substitute Contractor. County, conditioned upon acceptance of same by the Substitute Contractor, releases and discharges the Original Contractor from any and all obligations arising out of the performance of the services of the Contract and accepts the liability of the Substitute Contractor in lieu of the liability of the Original Contractor, and agrees to be bound by the terms of the Contract in all respects as if the Substitute Contractor was named therein in place of the Original Contractor: Except as otherwise explicitly set forth herein, County reserves all of its rights under the Contract, at law and in equity. Neither this Agreement nor any provision hereof shall be deemed or construed to be a waiver of any of the rights or claims, at law or in equity, of County under the Contract, including any rights or claims which County may have or believe itself to have against the Original Contractor and/or SUbstitute Contractor under the Contract.

2

3. Release of County. Upon execution of this Agreement. the Original Contractor, for itself and on behalf of its attorneys, assigns, predecessors, successors, agents, and employees IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS, AND FOREVER DISCHARGES Dallas County, Dallas County Commissioners Court, Dallas County Commissioners, Dallas County Judge, Dallas County elected officials, appointed officials, officers, directors, employees, agents, and representatives from any and ail claims of liability under the Contract, whether known or unknown, now existing or hereafter existing, relating to or arising out of the Contract The Original Contractor agrees that County has fulfilled any and all of its obligations to the Original Contractor arising out of, from, or under the Contract, including, but not limited to, payments of sums due to the Original Contractor. The Original Contractor further releases County from any and E1l1liability that may arise out of payments made to the Substituted Contractor commencing on or after the Effective Date of this Agreement. The Original Contractor represents and warrants that all payments or monies due or that becomes due under the Contract shall be paid to the Substitute Contractor as of the Effective Date of this Agreement County is hereby released from any and all obligation to pay the Original Contractor as of the Effective Date of this Agreement, and the Original Contractor agrees to indemnify and hold County harmless from any and all liability arising from this Agreement, including, but not limited to, payments of any and all monies paid to the Substitute Contractor under the Contract

4. Indemnification of Original Contractor The Parties agree that any and all indemnification provisions provided under the Contract survive termination of this Agreement

5. Severability. If any term or provision of this Agreement is construed offound to be void, VOidable, Hlegal, unenforceable, or invalid, this will not affect the legality, enforceability, or validity of any of the other terms or provisions of this Agreement The illegal, unenforceable, or invalid term Of prOVision shall be deemed stricken and deleted, but all other terms and provisions shall nevertheless continue and be given full force and effect as if the illegal, unenforceable, or invalid terms or provisions had never been incorporated.

6. Sovereign Immunity. This Agreement is expressly made subject to County's Sovereign Immunity, Title 5 of the Texas Civil Practices and Remedies Code, and all applicable federal and state law, The Parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver of any immunities from suit or from liabHlty that County has by operation of law. Nothing in this Agreement is intended to benefit any third party beneficiary.

7. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties relating to the subject matter hereof, and supersedes any and all prior or contemporaneous agreements, understandings, representations, and warranties, whether oral or written, relating to the subject matter hereof. Each Party acknowledges that the other Party, or anyone acting on behalf of the other Party has made no representations, inducements, promises, or agreements, orally or otherwise, unless such representations, inducements, promises, or agreements are embodied in this Agreement, expressly or by incorporation,

8. Modification by Written Agreement No modification, amendment, or other alteration of this Agreement shall be effective unless mutually agreed upon in writing and executed by the Parties hereto. Any attempted modification, amendment, or modification of this Agreement that does not comply with this Paragraph 8 shall be deemed void.

9. Governing Law. The validity and interpretation of this Agreement, the rights and obligations of the Parties hereunder, and any and all disputes arising out of or relating to this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Texas.

10. Venue. This Agreement is performable and enforceable in Dallas County, Texas Where the principal office of County is located, and the state courts of Dallas County sha!! be the sale and exclusive venue for any litigation, special proceeding, or other proceeding as between the Parties that may be brought or arise out of, in connection with, or by reason of this Agreement

3

11. Third Parties. The obligations of each Party to this Agreement shall inure solely to the benefit of the other Parties, and no other person or entity shali be a third party beneficiary of this Agreement or have any right to enforce any obiigation created or established under this Agreement. The Parties do not intend bY any provision of this Agreement to create any rights in favor of or increase the rights of any third party. nor confer any benefit or enforceable rights, under this Agreement or otherwise, upon any person or entity other than the Parties.

12 Legal and Binding Effect. This Agreement has been duly executed and delivered by the Parties and constitutes a legal, valid, and/or binding obligation of the Parties. This Agreement and the respective rights and obligations of the Parties herelo shall inure to the benefit and be binding upon the successors and assigns of the Parties hereto, as well as the Parties themselves.

13. Administrative Expenses, Each of the Parties hereto shall be responsible for and shall pay all of its own administrative expenses incurred in connection with the negotiation, preparation, and finalization of this Agreement, including, without limitation, all legal fees and other expenses incident to the negotiation, preparation, and execution of this Agreement.

14. Covenant of Further Assurances. The Parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions of this Agreement.

15. Counterparts, Numbers, Gender and Headings. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an anginal. but all of which together shall constitute one and the same instrument. Words of any gender used in this Agreement shall be h.eid and construed to include any other gender. Any words in the singular shall .include the plural and vice versa, unless the context clearly requires otherwise. Headings herein are for the convenience of reference only and shall not be considered in any interpretation of this Agreement

16. Warranties. The Substitute Contractor warrants that it is a limited partnership formed and existing under the laws of the State of Texas, is authorized to conduct business in the State of Texas, and is not delinquent in the payment of any tax owed to the State of Texas.

17. Signatory Warranty, The person or persons signing and executing this Agreement on behalf of each Party, or representing themselves as signing and executing this Agreement on behalf of each Party, do hereby warrant and guarantee that he, she, or they have been duly authorized by the Party to execute this Agreement on behalf of the Party and have full right and authority to validly and legally bind the Party to all terms, conditions, and provisions herein set forth.

18. Acceptances. By their signatures below, the duly authorized representatives of County, the Original Contractor, and the Substitute Contractor have read and fully understand the terms of this Agreement, including the Parties' rights and obiigations hereunder, and accept the terms of this Agreement in full.

4

EXECUTED this 23rd day of May, 2011.

DALLAS COUNTY:

BY: Clay Jenkins Dallas County Judge

ORIGINAL CONTRACTOR: WESTERN PAPER COMPANY

SUBSTITUTE CONTRACTOR:

~'''c

RECOMMENDED:

BY: Linda S, Boles Dallas County Assistant Purchasing Agent

APPROVED AS TO FORM':

BY: Gordon Hikel, Ch'lef Dallas County District Attorney's Office, Civil Division

"'By law, the Dallas County District Attorney's Offtce may only advise or approve contracts or legal documents on behalf of its clients. It may not advise or approve a contract or legal document on behalf of other pariies. Our review of this document was conducted solely from the legal perspective of our cHent. OUf approval of this document was offered solely for the benefit of our client. Other parties shouid not rely on this approval, and should seek review and approval by their own respective attorney(s).

5

01 f: '7 .... ORDER NO: _____ Qj1 v

COURT ORDER

DATE: May 31, 2011

STATE OF TEXAS §

COUNTY OF DALLAS §


31st d f May _____________ ay o. _____ -" __________ , 2011,

on a motion made by John Wiley Price, Commissioner of District 1/3 , and seconded by

_D-,r,-,.--,E.;cl:::b.;ca~G:=a=r:=c=i=a.L' _C=.o",mm=l:::· S",S",l",' o",n.=ce",r"--,o:::f'-'OD",i",s:..:t",r",i",c,,,t'-'C#--,4 ___ , the following Court Order was adopted:

WHEREAS, on May 24, 2011, the Purchasing Department briefed the Commissioners Court on the recommendation to render Ace Parking Management as the susceptible firm for award consideration and final contract negotiations with respect to RFP No. 2010-079-5188 Request for Proposals for a Five ( 5) Year Management Services Contract for Dallas County Parking Garages; and

WHEREAS, in the event the County cannot reach an agreement with the selected firm the County may formally end negotiations with this vendor and enter into negotiations with the next most highly ranked firm until the County has successively negotiated a contract; and

WHEREAS, this action supports Strategy 1.3 of the Strategic Plan by providing a sound, financially responsible and accountable governance

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize staff to enter into contract negotiations with the highest ranked firm, Ace Parking Management for RFP No. 2010-079-5188 Request for Proposals for a Five (5) Year Management Services Contract for Dallas County Parking Garages.

31st 1& / ~ . T this the ---"'="---- day of ___ -;, -"=..L.-_____ J-","' .. " <c9:r~ , 1. _

#2


ORDER NO: __ 2_(_} _l_j_·~ -'--COURT ORDER

DATE: May 31, 2011

STATE OF TEXAS

COUNTY OF DALLAS


______ 31_8_t _______ day of ______ -'Ma~y __________ , 2011, on

a motion made by __ J_o_l_ID_W_i_1_e;:..y_P_r_l_· c_e...:,,--C_o_mm_i_88_1_· o_n_e_r_o_f_Dl_' 8_t_r_l_' c_t_N_o_,_3 ____ , and seconded by

_D_r_,_E_l_b_8_. __ G-=--8=-r-=--cl=-' a=-,,---C-,o-=--ITlffil=' =-8",Sl",' o-,n::e::r,--o::f-=-D=is=-t",r:.:l:.:· c:.:t::..::N"'o:..:,--'-4 ____ , the following Court Order was adopted:

WHEREAS, the Purchasing Department briefed Commissioners Court on May 24, 2011 concerning the award of RFA 2011-056-5509 Request for Application for Dallas County Bank Depository Services to the applicant offering the most favorable terms and conditions for the handling of County funds; and

WHEREAS, the Court concurred with the recommendation of award to Bank of America; and

WHEREAS, the minor exceptions and modifications to Dallas County's term and conditions have resulting in fair and equal comprises by Bank of America, County Treasurer, Purchasing, and has been reviewed by the Dallas County - Civil Division for final approval by the Commissioners Court; and

WHEREAS, the term of this contract agreement is June 08,2011 through June 07, 2015, with the opportunity to re-negotiate with Bank of America new interest rates and financial terms during the final two years of the contract agreement; and


IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize the approval of the attached contract agreement between Dallas County and Bank of America for RF A 2011-056-5509 Request for Application for Dallas County Bank Depository Services, effective June 08, 2011 through June 07,2015 and authorizes the County Judge to execute said agreement on behalf of Dallas County.

DO/7 fNtJlJLi' ., __ 31_sTt __ day of ___ +-_Ma_y ______ , 2011.

ell, District #2

Recommende inda S. Boles, Purchasing Agent/gm

00-35-3112NSBW 03-06-2006

Exhibit A

to Umbrella Agreement for Government Banking Services

RFA - REVISED

BofA-Dalias County Umbrella Agrmt-051311 v3

[RF A NO. 2011-056-5509 - REVISED)

SPECIFICATION REQUIREMENTS AND BID PROPOSALS FOR


BANK DEPOSITORY SERVICES 2011 - 2015

FOUR-YEAR CONTRACT

TO: The Honorable Commissioners Court


The undersigned Bank, hereinafter referred to as Depository Bank, desires to offer a bid for the depositing

of Dallas County Funds, Road Funds, and Trust Funds of the County and District Clerks of Dallas County, Tax

Assessor-Collector Funds, all General and Special Funds of every nature including Child Support Payments, and

Dallas County School District Funds which the County of Dallas and Dallas County School District may tender

for deposit for the four year term beginning with the May 2011, Regular Term of the Dallas County

Commissioners Court and effective on a date of mutual agreement.

1. DEPOSITORY BANK

Amount of Paid-up Capital Stock $ 150.905 billion

Permanent Surplus $ 60.849 billion

Total Stockholder's Equity as of $228.248 billion

Curreut Bank Credit Rating By:

Moody's (Long Term/Short Term) A2, P-I

Standard & Poor's (Long Term/Short Term) A, A-I

Is Bank in compliance with the Community Reinvestment Act? Yes X __ No ___ _

A copy of the Bank's most recent audited Financial Statements or Annual Report, CRA Statement and CRA

Report shall be included as a part of Attachment "B" to this Bid.

• REQUEST FOR ApPLICATIONS No. 2011-056-5509 PAGE 1

2. DEPOSITORY BANK COMPLIANCE WITH STATE LAW

In providing the services nnder the Contract, the Depository Bank will observe and comply with all applicable

federal and state rules and regulations, including provisions of Chapters 116 and 117 of the Texas Local

Government Code and all other applicable laws of the State of Texas relating to County Depositories,

Depositories for the County Tax Assessor-Collector, for tile Trust Funds of County and District Clerks, Dallas

County School District Funds Depositories, and General or Special Funds including Child Support payments,

herein enumerated, now in effect, or that may hereafter be passed. The Bank agrees it shall be responsible for

ensuring its compliance with any laws and regulations applicable to the banking industry or business in relation to

providing the services under the Contract. to perform all duties therein specified and will execute any and all

instruments and documents necessary to evidence such obligation to the County of Dallas. In accordance with

Chapter 116 of the Texas Local Government Code, within fifteen (15) days after the selection of the Depository

Bank, it shall be the duty of the Bank to qualify as Depository in the manner set forth by the Commissioners

Court.

3. TERM. OF CONTRACT

In accordance with State Statutes, this four year Contract will take effect upon the Commissioners Court approved

date. Said Contract shall remain in effect until sixty (60) days after the time fixed by Law for the next selection of

a Depository Bank. The maximum maturity date of any time deposit or other interest bearing instrument with the

Depository Bank under the terms of thc Contract shall be ninety (90) days beyond the time fixed by Law for the

selection of the next Bank Depository Services Contract.

4. CONTRACT RE-NEGOTIATION AT MIDPOINT

•

It is understood, in accordance with State Law, that this four year Contract allows the Depository Bank to

establish, on the basis of negotiations with Dallas County, new interest rates and financial terms of the Contract

that will take effect during the final two years of the Contract if:

I) The new financial terms do not increase the prices to Dallas County by more than 5 percent; and

2) Dallas County has the option to choose the initial variable interest rate option (offered in the original

Contract) or to change to the new fixed or variable interest rates proposed by the Depository Bank (as a

part of the final two years re-negotiation.)

Said negotiations shall begin the second Tuesday in April 2013, and shall conclude no later in 2013 than two

years from the actual date of implementation of the original Contract.

• REQUEST FOR ApPLICATIONS No. 2011·056·5509 PAGE 2

5. COLLATERALIZATION OF DALLAS COUNTY FUNDS

•

Under Chapter 2257, Texas Government Code, the Depository Bank will furnish collateral, securities and/or

surety bonds as required by law, and consistent with the Dallas County Investment Policy, and will execute a

Securities Pledge Contract and/or surety bond in the amount equal to cover all uninsured demand and time

deposits of Dallas County Funds under this Contract by 10:30 A.M. Local Dallas Time (CST). The

Commissioners Court will accept and the Depository Bank will pledge collateral, the form of securities as

described hereinafter and/or surety bond used to secure the funds of Dallas County. The collateral, personal bond

or bonds, or contract for securities pledged shall be conditioned on the faithful performance of all the duties and

obligations devolving by law upon such Depository Bank, and for the payment upon presentation of all checks

drawn upon "demand deposit" accounts in the Depository Bank by the County Treasurer of Dallas County, and all

checks drawn upon any "time deposit" accounts, upon presentation after the expiration of the period of notice

required in the case of "time deposits"; and that said County funds shall be faithfully kept by said Depository

Bank and accounted for in accordance with the Law. The amount of the collateral, securities so pledged and/or

surety bond executed shall be fixed by the Commissioners Court and the market value as priced by a primary

dealer of said securities and/or amount of surety bond shall be equal to or exceed total collected funds on deposit

at any and all times. Whenever there shall accrue to Dallas County or any subdivision thereof, uninsured funds in

excess of the amount of securities so pledged and/or surety bond so executed, the Depository bank agrees to make

additional pledges or provide additional surety in amounts sufficient to cover the increased deposits, immediately.

It is understood, that the Dallas County Commissioners Court has authorized the County Treasurer to transact the

substitution, placement and/or the withdrawal of collateral as needed on a daily basis subject to future approval by

said Court. Accordingly, the County Treasurer will notify the Bank of the need, and Bank shall comply with such

needs, for additional collateral and/or release of collateral, typically by electronic means, by 10:30 A.M. Dallas

time on the day of such transactions.

Dallas County is to be placed at no expense in regard to the supervision of excess collateral and/or the pledge,

substitution, or withdrawal of securities/surety bonds transacted on behalf of Dallas County.

Said securities or surety bonds shall be placed by Bank for safekeeping with a custodian as provided under the

law, at the direction of the County Treasurer. Said custodian institution shall provide the County Treasurer with

Safekeeping Receipts for all transactions, by 10:30 A.M. CST time on the day of such transactions. At County's

discretion, monthly or more timely periodic reports of all collateral securities shall be provided by Bank to the

County Treasurer and County Auditor, and such reports shall include the par value and market value of each item .

• REQUEST FOR APPLICATIONS No. 2011·056·5509 PAGE 3

Market prices shall be obtained from a primary dealer; accrued income, if not included in the market price, shall

be added to the market price to arrive at the security's market value. Surety Bonds approved by the

Commissioners Court shall be handled and filed in accordance with the Statutes of the State of Texas.

Should the Depository Bank fail at any time to pay and satisfy, when due, any check, draft, or voucher lawfully

drawn against any deposit and the interest on such deposits, or in any manner breach its contract with Dallas

County, Dallas County shall give written notice of such failure or breach to the Depository Bank, and the

Depository Bank shall have three (3) Banking days to cure such failure or breach. In the event the Depository

Bank shall fail to cure such failure or breach within three (3) Banking days or should the Dcpository Bank be

declared insolvent by a Federal bank regulatory agency, it shall be the duty of the third party safekeeping agent,

upon demand of Dallas County (supported by proper evidence of any of the above-listed circumstances), to

surrender the above-described collateral to Dallas County. Dallas County may sell all or any part of such

collateral and out of tile proceeds thereof, pay Dallas County all damages and losses sustained by it, together with

all expenses of any and every kind incurred by it on account of such failure or insolvency, or sale, accounting to

the Depository Bank for the remainder, if any, of said proceeds or collateral remaining unsold.

Any sale of such collateral, or any part thereof, made by Dallas County hereunder may be either at public or

private sale; provided, however, it shall give to both the third party safekeeping agent and the Depository Bank

two (2) hours notice of the time and place where such sale shall take place, and such sale shall be to the highest

bidder therefore for cash. Dallas County and the Depository Bank shall have the right to bid at such sale.

The Dallas County Commissioners Court shall select the form of collateral, securities pledge contract or surety

bond used to secure Dallas County funds in accordance with Chapter 2257, Texas Government Code.

Chapter 2257 of the Texas Government Code, requires the Depository Bank to provide for the care, safekeeping

and custody of securities in which the sinking funds for the redemption and payment of outstanding bonds may be

invested. Access to said securities will be permitted only by Commissioners Court and in the presence of

authorized representatives of the Depository Bank, County Treasurer, and County Auditor. Appropriate records

for maintaining collateral will be prescribed by the County Auditor.

The Depository Bank will act as Depository for Dallas County School District Funds and execute an additional

Securities Pledge Contract and/or Surety Bond in an amount equal to the maximum deposit of School Funds at

any and all times. The Dallas County School District will at all times be responsible for handling its Own

deposits, transfers, and collateral separate and apart from Dallas County, and at no expense to Dallas County.

6. REPOSITORY OF COUNTY FUNDS

• • REQUESTFOR ApPLICATIONS No. 2011·056·5509 PAGE 4

The Depository Bank shall serve as a Repository of funds for Dallas County, and as a source of Dallas County

investments, as directed by the County Treasurer, in secured investments allowed under Federal and State Law

and in accordance with the Dallas County Investment Policy,

The Commissioners Court of Dallas County shall determine and designate from time to time, through the County

Treasurer, the character and amount of Dallas County funds which will be deposited by it in the Depository Bank

and shall be "demand deposits" and similarly the character and amount of funds which shall be "time deposits" at

such rate or rates as may be lawful and stipulated in the Bank Depository Services Contract. The term "demand

deposits" as used herein shall mean any deposit which is payable on demand and the term "time deposits" as used

herein shall mean any deposit placed with the Depository Bank for a specified period oftime,

Time deposits and other investment instruments may be withdrawn by Dallas County prior to the expiration of the

specified time period upon notice in advance of said withdrawals and subject to routine penalties, if any, imposed

by Banking Law, which may, be paid consistent with procedures prescribed by the County Auditor and laws of

the State of Texas and Federal Law, rule and regulation, as applicable, or in another mutually agreeable manner.

In the event all or part of a time deposit is withdrawn seven (7) or more days after its issue date, but before its

maturity date, the Depository Bank may adjust the interest rate used to compute interest on the time deposit to the

rate, as selected from the time deposit bid alternatives, applicable to the period for which the deposit was actually

held,

7. DEPOSIT OF DALLAS COUNTY FUNDS

The Depository Bank will handle all deposits and fund transfers as directed by the County Treasurer of Dallas

County, except for those funds under the legal authority of the Tax Assessor-Collector, who shall direct such

transactions. Connty Funds shall be disbursed by the Depository Bank only in accordance with Sections 113,041-

113.043 of the Texas Local Government Code, The County Treasurer and Tax Assessor-Collector may make

cash and coin deposits for same day credit until 3:00 P.M. Dallas time on Banking days. The County Treasurer

and Tax Assessor-Collector may make encoded or unencoded check deposits until 3:00 P.M. Dallas time on

Banking days and encoded check deposits until 6:00 P.M. Dallas time on Banking days for same day ledger

credit.

The Depository Bank will provide armored transport service for Dallas County. Dallas County's cost must be the

same as the Bank pays without surcharges or administrative fees.

• REQUESTeD. ApPLICATIONS No. 2011-056-5509 PAGE 5

The Depository Bank will provide Dallas County deposit access to meet all Depository Bank deadlines for credit

of checks through all Clearinghouse Systems, daily. The County Treasurer and Tax Assessor-Collector will

provide all, or the majority, of its deposited checks, electronically or in a pre-encoded state to the Depository

Bank.

Depository Bank must be able to accommodate remote deposits, and/or Check 21 compliant deposits and check

conversion, in which electronic images of negotiable instruments are transmitted to the Depository Bank through

the County Treasurer and the Tax Assessor-Collector. Bank will make available such technology, in a manner

prescribed by statute. Such deposits will be accepted with a 9:00 PM Dallas time and be processed for same day

ledger credit.

The Bank will notify the Dallas Counly Treasurer and County Auditor promptly when federal and/or state

banking legislation is enacted and implemented by applicable authorities that directly impact Dallas County

accounts or the services provided by the Bank.

The Depository Bank hereby certifies that it maintains a "Dallas County" main operating Headquarters or Branch,

and capable of providing all services to Dallas County, including a fully secured bank vault and courier service

delivery area.

Address: 901 Main Street

Dallas, TX 75202

If the address of the delivery location for either check or cash/coin deposits is different than the above address, list

below.

Checks:

Cash/Coin:

1401 Elm Street Dallas, TX 75202

6777 Oakbrook, Dallas, TX 75235

8. DISBURSEMENTS

•

At no time may Dallas County funds be electronically removed from the Depository Bank, except as authorized

by Federal or State Statute, or as further agreed to by the Depository Bank and Dallas County. At no time may

the Depository Bank payout funds of Dallas County unless said payment is presented to the Depository Bank by

the County Treasurer, Tax Assessor-Collector, or other County Department heads or their designees as authorized

by the County Treasurer authorizing electronic payment or on a duly authorized Dallas County check properly


signed and authorized by the County Treasurer on all checks (except Child Support payments), the Tax Assessor

Collector for Tax Office checks, the District Clerk on Jury Fund Checks, the County Auditor on General Fund

Checks, and the County Auditor, and originating Official on all other Checks. The Depository Bank must

provide, at no cost to Dallas County, any and all security products and services protecting against unauthorized

electronic or paper disbursements including ACH transactions, EFT, wire transfers, counterfeit checks or other

fraudulent activity. These security products and services may include, but are not limited to, positive pay and

ACH blocks and filters.

The Depository Bank shall provide an electronic payment option for vendor payments & employee

reimbursements.

9. DALLAS COUNTY INVESTMENTS

•

The Depository Bank will pay interest on Dallas County time deposits at a Fixed Rate if Bid Alternative #1 of this

Section is accepted or a Variable Rate if Bid Alternative #2 of this Section is accepted. Dallas County will select

one (I) of the two (2) alternatives. To be considered a responsive bidder, the Bank must complete both Bid

Alternative #1 and Bid Alternative #2.

Time Period

7 days - 29 days

30 days - 59 days

60 days - 89 days

90 days - 179 days

180 days - Less Than One Year

One Year or More

Two Years or More

Three Years or More

REQUEST FOR ApPLICATIONS No. 2011-056·5509

BID ALTERNATIVE #1

FIXED RATE

Rate of Interest

Deposits of less than $100,000

0.05 bps %

0.05 bps %

0.05 bps %

0.05 bps %

0.05 bps %

0.05 bps %

0.05 bps %

0.05 bps %

Deposits of $100,000 or more

0.05 bps %

0.05 bps %

0.05 bps %

0.05 bps %

0.05 bps %

0.05 bps %

0.05 bps %

0.05 bps %

• PAGE 7

BID ALTERNATIVE #2

VARIABLE RATE

Time Period

7 Days - 29 days 91 Day Treasury Bill Bond Equivalent Yield

30 Days - 59 days ~

91 Day Treasury Bill Bond Equivalent Yield



180 Days - Less Than One Year 180 Day Treasury Bill Bond Equivalent Yield

One Year or More 180 Day Treasury Bill Bond Equivalent Yield

Two Years or More 180 Day Treasury Bill Bond Equivalent Yield

Three Years or More 180 Day Treasury Bill Bond Equivalent Yield


+0 Basis Points

+0 Basis Points

+0 Basis Points

+0 Basis Points

+0 Basis Points

-10 Basis Points

-60 Basis Points

-60 Basis Points

Deposits of 100,000 or more

+0 Basis Points

+0 Basis Points

+0 Basis Points

+0 Basis Points

+0 Basis Points

-10 Basis Points

-60 Basis Points

-60 Basis Points

All Dallas County investments with the Bank shall be based on the Depository Bank's Collected Balance, which

shall be furnished to the County Treasurer daily as outlined in Section 9, of this Contract.

The Bank will provide the County, if requested, a fully automated "sweep" product** whereby Dallas County's

excess collected balances can be automatically invested in a repurchase agreement in securities as specified in the

Public Funds Investment Act, Chapter 2256, Texas Government Code. The securities will be held by an

independent third party safekeeping agent, under a tri-party safekeeping agreement. The Bank will pay Dallas

County on the basis of the daily Federal Funds Effective Rate. _______ _

**Bank of America is not currently offering a sweep.

It is understood that all Time Deposits shall have a minimum term of seven days and will be subject to penalty for

early withdrawal. Interest shall be computed on an actual 365 day basis and shall be paid at maturity or at six

month intervals on investments of one year and greater. At maturity, principal and interest will be deposited to

Dallas County accounts as directed by the County Treasurer.

REQUEST FOR ApPLICATIONS No. 2011·056·5509 PAGE 8

The Depository Bank will pay interest earned on all time deposits, Money Market Investment Accounts, NOW

Acconnts, or equivalents, Security Repurchase Agreements and any and all other investments of Dallas County

funds invested with the Depository Bank under Section 7 of this Contract on the date of maturity and will make

interest payments available to the County Treasurer in an agreeable form no later than 9:00 A.M. Dallas time

daily.

Dallas County maintains the right to invest, utilizing the External Brokerage Market or Depository Bank, all or a

portion of Dallas County funds in investments as authorized by Chapter 2256 of the Texas Government Code and

authorized in the Dallas County Investment Policy.

The Dallas County School District will at all times be responsible for handling its own investments separate and

apart from Dallas County, at no cost to Dallas County.

10. GENERAL SERVICES

•

The DepositOIy Bank will furnish the County Treasurer with a Controlled Disbursement and Balance Reporting

Program. The Balance Reporting Program shall include electronic interface with the Bank, with daily access as

required by the County Treasurer and Tax Assessor-Collector, and County Auditor as well as telephone and Fax

connection. All previous day account information (ledger balance, collected balance, month-to-date average

collected balance, one-and two-day float, total debits and total credits, detail debits and credits and the previous

day's Controlled Disbursement totals) shall be available to the Dallas County Treasurer and the Tax Assessor

Collector no later than 7:30 A.M. Dallas time each Banking day. This information must be available in HTML

format which allows a copy/paste into Excel process. Information regarding totals and Controlled Disbursement

items to be funded by Dallas County at the end ofthe current day shall also be available by 7:30 A.M. Dallas time

each Banking day.

The Depository Bank shall make available to Dallas County at no charge all software interfaces, technical

support, and training required for transaction processing, security, reconciling and reporting functionality.

The Depository Bank will provide Dallas County with wire transfer, electronic funds transfer, and an automated

clearing house (ACH) services, through correspondent banks of the Depository Bank, through the Federal

Reserve System, and as may be required.

The Depository Bank will provide Dallas County with a Payroll Direct Deposit program and an electronic payroll

solution for County employees that do not have a bank account. The Depository Bank will also provide Vendor

payment solution for pre-loaded value cards that may include payments to election workers, jurors, and/or child

support payments.

The Depository Bank will provide Dallas County with an Automated Stop Payment Program, or its equivalent, at

no cost to Dallas County . •

REQUEST FOR ApPLICATIONS No. 2011·056-5509 PAGE 9

•

The Depository Bank will furnish the County Treasurer a monthly report of Accounts Analysis for all Dallas

County funds, on or before the 10th day of the following month, which shall include the average daily interest

bearing and non-interest bearing transaction account balances for such month.

The Depository Bank will provide Dallas County, as reasonably practicable, reports regarding pending collections

for fraud, forgery, or counterfeit items on any Dallas County account, upon the written request from Dallas

County for such reports. The Depository Bank will use best efforts, subject to applicable law, rule and regulation,

and as commercially reasonable and practicable, to assist Dallas County in its effOlts to identify, collect and

prosecute any and all cases of criminal conduct with regard to Dallas County accounts.

The Depository Bank will provide Automatic Teller Machines, to Dallas County, as directed by the County

Treasurer, with no costs or fees charged to Dallas County, at Dallas County locations and shall routinely review,

service, and upgrade ATM's for maximum functionality of daily operations.

The Depository Bank shall make available to Dallas County all security products and services currently in use and

in development for maximum integration and regulatory compliance.

The Depository Bank shall make available an on-line system for change orders, including reporting for

reconciliation.

The Depository Bank will reasonably cooperate and assist Dallas County with an "on site" efficiency review of

daily business activity of Dallas County annually, or as requested by the County Treasurer, in the event Dallas

County engages and implements such review at its election and expense.

The Depository Bank will utilize its best efforts at all times to limit debits and credits to Dallas County accounts

to eorrection of Bank or County errors, including encoding errors, and make all debit and credit advices available

for on-line viewing and faxed or e-mailed to Dallas County on the date following the posting date.

It is understood that the Depository Bank will allow Dallas County a Daylight Overdraft Limit of

$250,000,000.00 per Banking day for all Dallas County accounts, subject to review on a quarterly basis and

satisfactory Depository Bank documentation and approvals, to insure adequate coverage .

.. REQUEST FORApPUCATIONS No. 2011·056-5509 PAGE 10

Hardware, software, training for electronic check deposits, and minimum configuration requirements will he

provided by the Depository Bank. The system must support, Image Replacement Documents (lRD) andlor Image

Exchange, and Account Receivable Check Conversion (ARC).

11. INTERNAL BANK TRANSFERS

Dallas County shall utilize electronic (EFT, ACH) wire transfer, checks, or paper transfers drawn on Dallas

Connty Funds, for funds transferred between Dallas County accounts witbin the Depository Bank on Banking

days. Check or paper transfers may be made until 6:00 P.M., Dallas time on Banking days. Said transactions

shall be made only upon the authorization of the County Treasurer, at the direction of the Commissioners Court,

or Tax Assessor-Collector for those funds under his jurisdiction prior to transfer to the County Treasurer, and in

accordance with procedures established by the County Auditor and consistent with the Dallas County Investment

Policy. Transactions handled on a Bank holiday that is not a Dallas County holiday will be processed by the

Bank on the next Banking day and credited to Dallas County on the date of the Bank holiday. Deposits picked up

by the annored courier on a day that is a Bank holiday but not a County holiday, will be held overnight with the

couner company.

12. RECONCILIATION OF DALLAS COUNTY ACCOUNTS

The Depository Bank will furnish the County Treasurer, Tax Assessor-Collector, County Auditor, and other

account managers a statement of the balance in each account, together with total checks cleared and total checks

held against each account, in numeric order, at the end of each month, plus a computer direct link for

downloading all Dallas County activity for the stated month, or agreed timeframe, on or before the 10'" day of the

following month. The computer link will provide viewing of any and all daily activity at any time during the

month. The statements will be in HTML format to cut and paste into Excel. The Depository Bank agrees to

reconcile any differences in account balances within 30 days following written notification of such imbalances by

the County Treasurer, or the Tax Assessor-Collector. The County Treasurer requires receipt of electronic check

images, front and back of all paid items.

13. RETURNED ITEMS

The Depository Bank will charge back to specified Dallas County accounts all checks, drafts, or exchanges, which

may be returned uncollected or unpaid for any reason, on the same day of rejection and release such checks,

drafts, or exchanges, to the County Treasurer or Tax Assessor-Collector, for purposes of collection. These returns

must be available for on-line viewing for a minimum of eight months. The Depository Bank will debit specified

Dallas County Accounts for purposes of reimbursement of such returned items, as directed by the County

Treasurer or the Tax Assessor-Collector. In no case shall Dallas County Child Support accounts be debited

except for dishonored and returned checks.


14. DALLAS COUNTY DEPOSITORY BANK LIAISON

The County Treasurer of Dallas County as custodian of Dallas County Funds and Investments Officer of Dallas

County will be the liaison between Dallas County and the Depository Bank and shall handle all dealings between

Dallas County and the Depository Bank except for those items under the direct control of the Tax Assessor

Collector, prior to deposit with the County Treasurer. The County Auditor shall have general oversight and

involvement in dealings between Dallas County and the Depository Bank as may be deemed necessary, and as in

accordance with the Law.

15. DEPOSITORY BANK ACCOUNT EXECUTIVE

The Depository Bank will provide Dallas County with a Senior Account Executive, whose responsibilities shall

be to serve as primary liaison between the Depository Bank and Dallas Couuty. Said Account Executive shall be

provided from a Dallas County location, who shall be readily available to the County Treasurer and the Tax

Assessor-Collector to help resolve issues as they may arise on a daily basis, including after hours and on holidays.

16. EARNINGS CREDITS

Dallas County will maintain collected balances in non-interest bearing accounts of County and District Clerk

Trust Funds, except as ordered by a Court; Justice of the Peace and Constable Special Funds; Child Support

Payments, and certain Community Correction Department Funds (restitution funds) with the Depository Bank for

the duration of the Contract, primarily for the purposes of payment of Bank charges. These collected balances, in

non-interest bearing accounts, net of required reserves, will be used to determine Earnings Credits to be accrued

and held by the Depository Bank for the benefit of those accounts and/or Dallas County and to be reduced only as

provided in this Section, subject to all applicable laws, rules and regulations. The Earnings Credit rate shall be

based on the 91 day U.S. Treasury Bill monthly average auction discount interest rate. Earnings Credits so

determined and accrued or some other mutually agreed upon instrument or rate, shall be applied, to the extent

available, to reimburse or pay as allowed by law for incurred expenses.

STATE BEST EARJ\TINGS CREDITS RATE ______ _

Other services may also be paid from excess Earnings Credits which may include, subject to all applicable laws,

rules and regulations: payments for courier service for the purpose of pick-up and delivery of Dallas County funds

to and from the County Treasurer, Tax Assessor/Collector, Depository Bank, and other Dallas County

depattments as directed by the County Treasurer; acquisition of blank check stock and any other supplies or stock

relating to issuance of checks; a complete Bloomberg Financial Service; Trust Services payments for the Dallas

County Employees Benefit Trust; payments for services to Third Party Holding Agents for investment

REQUEST FOR APPLICATIONS No. 2011-056-5509 PAGE 12

transactions; payments to Image Cash Letter vendor for annual maintenance; identifiable expenses incurred by

Dallas County as a direct result of procedural or operational changes initiated by the Depository Bank; and any

and all other related Depository Bank services and upgrades or enhancements to the operations and services of

Dallas County.

Any expenses incurred or expended for delineated accounts in this section, in relation to items set forth in the

above previous paragraph may be paid from Dallas County Earnings Credits in an amount of $900,000.00 per

calendar year, or in another mutually acceptable manner, prorated in accordance with the time frame of this

Contract, by mutual agreement of Dallas County and the Depository Bank, as consistent with law. Payment for

such items may be made by direct payment, reimbursement, or in such other manner as may be mutually agreed

upon in writing between Dallas County and the Depository Bank. It is understood that items paid for under this

and the above previous paragraph of the Contract are separate and apart from those items paid in accordance with

"Attachment A", Depository Bank Fee Schedule.

There is no presumption in this Section that Earnings Credit Balances would be reduced below zero, nor that

credits earned for trust funds would be allowed to reimburse non-trust fund balances. Any unreimbursed Dallas

County expenses accrued during the first twenty-four (24) months of this Contract will be set forth on a

Depository Bank statement showing the cumulative twenty-four (24) month net earnings credit deficit. Within

thirty (30) days of its receipt of this Depository Bank statement, Dallas County will (i) pay the entire cumulative

twenty-four (24) month net earnings credit deficit to Depository Bank, or (ii) pay no less than 30% of the

cumulative twenty-four (24) month net earnings credit deficit to the Depository Bank. In the event Dallas County

elects (ii) above, the remaining unpaid net earnings credit deficit will be carried forward to the first twelve (12)

months of the second twenty-four (24) months of this 2011-2015 Bank Depository Services Contract. If at the

end of this twelve (12) month period, there is a cumulative net earnings credit deficit, Depository Bank will issue

a statement setting forth the cumulative net earnings credit deficit for that twelve (! 2) month period, plus any

deficit carried forward from the first twenty-four month period as set forth above. Within thirty (30) days of its

receipt of this Depository Bank statement, Dallas County will pay Depository Bank the entire net earnings credit

deficit. At the termination of this Contract (i.e., at the end of the second twelve (12) months of the second twenty

four (24) months of this 2011-2015 Bank Depository Services Contract), within thirty (30) days of its receipt of

Depository Bank's statement, Dallas County will pay Depository Bank the amount of any net earnings credit

deficit. At the termination of this 20 J J -20 J 5 Bank Depository Services Contract, any unutilized earnings credit

balance (if positive) may accrue to Dallas County in the form of a cash payment, in accordance with statutes. In

the event Dallas County elects (i) above, and there are excess earnings credits available at the end of the first

twelve (12) months of the second twenty-four (24) month period, the Depository Bank will rebate to Dallas

County excess earnings credits up to but not to exceed an amount equal to the deficit amount paid at the end of

the first twenty-four (24) month period. Notwithstanding any provision contained herein, Dallas County shall

have the unrestricted right to pay all or any portion of any net earnings credit deficit at any time prior to the

REaUEST FOR APPLICATIONS No. 2011-056,5509 PAGE 13

termination of this 2011-2015 Bank Depository Services Contract, without penalty, interest, addition or other

charge.

Depository Bank may propose an alternative method to provide Dallas County free banking.

17. BUSINESS CONTINUITY AND DISASTER RECOVERY

Depository Bank must have an established Business Continuity Plan to ensure that essential functions of the

organization are able to continue in the event of serious adverse circumstances. The Depository Bank must create

a Business Continuity Plan that is specific to Dallas County and communicate that plan in writing to the Dallas

County Treasurer and County Auditor. The plan must include a detailed Disaster Recovery component and must

identify key staff support with contact information, should the Disaster Recovery Plan be initiated.

18. CHILD SUPPORT

Depository Bank will waive all bank charges on Dallas County Child Support accounts. Depository Bank will not

debit Dallas County Child Support accounts except for dishonored or returned checks.

19. TRANSITION COSTS

Depository Bank shall provide financial assistance to Dallas County to mitigate the costs of not transitioning fi·om

Dallas County's current depository, Bank of America, to a new depository and therefore agrees to a six (6) month

waiver on Dallas County's analyzed monthly service fees beginning July 01, 2011.

20. CERTIFIED CHECKS

A certified or cashier's check in the amount of $2,035,000.00 as required by Law, payable to the Honorable Clay

Lewis Jenkins, County Judge for the County of Dallas shall be attached hereto as guarantee of good faith in

making application for becoming the Depository Bank for the Public Funds under the jurisdiction of Dallas

County, including Dallas County School District Funds. It is understood that such check will not be deposited or

invested by Dallas County, except as liquidated damages for failure to qualify in a timely manner as County

Depository Bank, if so chosen. In the event that said Bank is not awarded the 2011-20 IS Dallas County Bank

Depository Services Contract, said original check shall be returned upon the official qualification and award of

Contract to another Bank.

A certified or cashier's check in the amount of $48,000.00 as required by Law, payable to the Honorable Clay


making application for becoming the Depository Bank for the Trust Funds of the County and District Clerks of


Dallas County. It is understood that such check will not be deposited or invested by Dallas County, except as

liquidated damages for failure to qualify in a timely manner as County Depository Bank, if so chosen. In the

event that said Bank is not awarded the 2011-20]5 Dallas County Bank Depository Services Contract, said

original check shall be returned upon the official qualification and award of Contract to another Bank.

21. INDEMNIFICATION

To the fullest extent authorized by law, the Depository Bank, including its assigns, subcontractors, officers,

directors, employees (collectively, "the Depository Bank ") shall waive, release, indemnify and hold harmless

County, its Commissioners, Judge, assigns, officers, directors, employees (collectively, "County") from and

against any and all losses, damages, injuries (including death), causes of action, claims, demands, liabilities,

judgments, suits, losses, damages, fines, assessments, penalties, adverse awards and expenses (whether based

upon tort, breach of contract, patent, trademark or copyright infringement, or other intellectual property

infringement, failure to pay employee taxes or withholdings, failure to obtain worker's compensation insurance, or

otherwise), whether known or unknown, including, without limitation, legal and related legal fees and expenses,

of any kind or nature arising out of or on account of, or resulting from (1) any actual or alleged intentional or

negligent act or omission of, or default in the performance of, attempted performance of, or failure to perform, its

obligations pursuant to this Contract by the Depository Bank, (2) Any willful acts such as assault, copyright,

licensing and patent infringement relating to any software andlor equipment provided by the Depository Bank;

and wrongful imprisonment or other intentional torts as a result of incorrect andlor scrambled information

downloaded from any software andlor equipment provided by the Depository Bank, and (3) the negligent or

intentionally wrongful selection, provision, misuse, use or failure to use, by the Depository Bank or any person or

entity, of any medical devices, tools, supplies, materials, equipment, any other devices, tools, supplies, materials,

equipment, or vehicles (whether owned or supplied by County, or any other person or entity) in connection said

work or operations;

AND FURTHER, the Depository Bank, to the fullest extent allowed by law, agrees to waive, release, indemnify

and hold harmless County against any and all losses, damages, injuries (including death), causes of action, claims,

demands, liabilities, judgments, suits, fines, assessments, penalties, adverse awards andlor other expenses, of any

kind or nature whatsoever (whether based upon tort, breach of contract, patent, trademark or copyright

infringement, or other intellectual property infringement, failure to pay employee taxes or withholdings, failure to

obtain worker's compensation insurance, or otherwise), including, without limitation, legal and related legal fees

and expenses, of any kind or nature that are incurred by or sought to be imposed on County arising out of or on

account of, or resulting from injury (including death), whether known or unknown, including, but not limited to,

exposure to any disease, by any manner or method whatsoever, or damage to property (whether real, personal or

inchoate), arising out of or in any way related (whether directly or indirectly, causally or otherwise) to the

• REQUEST FOR ApPLICATIONS No. 2011-056-5509 PAGE 15

Depository Bank's negligence or intentional misconduct pursuant to the Contract and the performance of,

attempted performance of, or failure to perform, operation or work by County, its contractors, or its

subcontractors, andlor any other person or entity acting on behalf of the County which is not negligent or

intentionally wrongful. This indemnification shall apply, whether or not any such injury or damage has been

brought on any theory of liability, strict product liability, or breach of non-delegable duty. The Depository Bank

further agrees to defend (at the election of County) at its sole cost and expense against any claim, demand, action

or suit for which indemnification is provided herein.

Approval and acceptance of the Depository Bank's services by County shall not constitute nor be deemed a

release of the responsibility and liability of the Depository Bank for the accuracy and competency of their

services; nor shall such approval and acceptance be deemed to be an assumption of such responsibility by the

County for any negligent or intentional defect, error or omission in the services performed by the Depository

Bank in this regard. The Depository Bank shall defend, hold harmless and indemnify the County for damages

resulting from such negligent or intentional defects, errors or omissions.

No Indemnification by County: The Depository Bank acknowledges and agrees that Dallas County does not have

the ability under Article XI, Section 7 of the Texas Constitution to indemnity the Depository Bank or any other

third party for damages arising under this Contract.

Survival. These provisions shall survive completion, suspension, termination, expiration andlor cancellation of

this Contract, or any determination that this Contract or any portion hereof is void, voidable, invalid or

unenforceable.

22. TERMINATION FOR CONVENIENCE

County may terminate the Contract for convenience. County shall exercise its tennination option by delivering to

Proposer written notice of such termination identifying the termination date which shall be at least one hundred

twenty (120) days after the date of such notice. In connection with any such termination County shall have no

liability to Proposer for amounts in excess of the normal cbarges through the date of termination. Such notice of

termination shall be by registered or certified mail, return receipts requested, and will be deemed given upon

receipt of such notice by the other party.

23. TERMINATION FOR INSOLVENCY

County shall have the option to terminate the Contract in its entirety if the Depository Bank (i) becomes insolvent

or is unable to meet its debts as they mature, (ii) files a voluntary petition in bankruptcy or seeks reorganization or

to effect a plan or other arrangement with creditors, (iii) files an answer or other pleasing admitting, or fails to

deny or contest, the material allegations of an involuntary petition filed against it pursuant to any applicable

• REQUEST FOR ApPLICATIONS No, 2011·056·5509 PAGE 16

statute relating to bankruptcy or reorganization, (iv) shall be adjudicated a bankrupt or shall make an assignment

for the benefit of its creditors generally, (v) shall apply for, consent to or acquiesce in the appointment of any

receiver or trustee for all or a substantial part of its property, (vi) any such receiver or trustee shall appointed and

shall not be discharged within thirty (30) days after date of such appointment.

24, TERMINATION FOR CAUSE

County shall have the option to terminate the Contract, for cause: (i) for a material breach of such Contract by the

Depository Bank that is not cured by the Depository Bank within ten (10) days of the date on which County

provides written notice of breach; (ii) for a material breach of such Contract by the Depository Bank that is not

reasonably subject to cure within ten (10) days after it occurrence; (iii) if it is determined by County, that there

exists a plurality of non-material breaches by the Depository Bank that have a material adverse impact on of

services. County shall exercise its termination option by delivering the termination date which shall be at least ten

(10) days from the date such termination notice is delivered to the Depository Bank. Such notice of termination

shall be by registered or certified mail, return receipts requested, and will be deemed given upon receipt of such

notice by the other party.

25. INSURANCE REQUIREMENTS

Without limiting any of the other obligations or liabilities of the Depository Bank and each of its subcontractors,

the Depository Bank agrees that it will have and maintain, and will require its subcontractors to have and

maintain, at own expense, in full force and effect minimum insurance for themselves, including their officers,

employees, agents, representatives, volunteers and subcontractors (collectively, "the Depository Bank"'), subject

to the expressly reserved right by the Depository Bank to obtain all such insurances required under this Contract

through a program of self-insurance;

As a condition precedentto commencement of any work, within ten (10) calendar days after the Effective Date of

this Contract, the Depository Bank shall furnish to the Dallas County Purchasing Agent (at the same address

given below under this Insurance heading) the following minimum insurance coverage that show the County as

the certificate holder and covers the period of the Term of this Contract and any renewals:

Statutory Workers' Compensation Insurance:

Workers' compensation insurance that meets the requirements of the Texas Workers' Compensation Act, Title 5,

Subtitle A of the Texas Labor Code and the Texas Department ofInsurance: Workers Compensation Commission

("TWCC") Rules, or if self-insured then Awardees must provide to County evidence of a certificate issued by the

Workers' Compensation Commission approving such self-insurance. If the Depository Bank has no employee (as

defined by the Texas Workers' Compensation Act), the Depository Bank shall provide Countv with a sworn


•

Affidavit in lieu of a Certificate of Insurance, which Affidavit shall be attached and incorporated into this

Contract by reference for all purposes, and which shall state that there is no emplovee, In the event that any work

is subcontracted, the Dcpository Bank shall require the subcontractors to similarly provide Workers'

Compensation Insurance for all oflhe subcontractors' employees, unless such employees are afforded protection

by the Depository Bank. The Depository Bank shall bear the burden of all workers' compensation coveragc for

all of its subcontractors and subcontractors' employees who do not have workers' compensation coverage, The

Depository Bank also represents that the coverage will be based on proper reporting of classification codes and

payroll amounts, and that all coverage agreements will be filed with an appropriate insurance carrier, or in the

case of self insurance with the Texas Department of Insurance: Workers' Compensation Division, Providing false

or misleading information may subject the Depository Bank to administrative penalties, criminal penalties, civil

penalties or other civil actions,

Types of Coverage

Workers' Compensation

Employer's Liability Bodily injury by Accident Bodily injury by Disease Bodily injury by Disease

Limits of Liability

Statutory

$500,000,00 Each Accident $500,000,00 Each Employee $500,000,00 Policy Limit

ProfeSSional Liability Insurance or Errors and Omissions Insurance: The Depository Bank shall, subject to the

terms and monetary limits of the insurance policies specified herein, indemnify County for damages resulting

from defects, errors or omissions and shall secure, pay for and maintain in full force and effect during the Term of

this Contract and any subsequent extensions hereto and thereafter for an additional five (5) years from the

effective date of cancellation, termination or expiration of this Contract or any subsequent extensions hereto,

sufficient errors and omissions insurance in a minimum amount of Five Hundred Thousand and 00/100 Dollars

($500,000,00) per occurrence with certificates of insurance evidencing such coverage to be provided to the

County,

Commercial General Liability Insurance, including Contractual Liability Insurance: The Depository Bank shaIl

maintain Commercial General Liability Insurance coverage for the following: (a) Premises Operations; (b)

Independent contractors or consultants; (c) Products/Completed operations; (d) Personal injury; ( e) Contractual

liability; (f) Explosion, collapse and underground; (g) Broad form property damage, Such insurance shall carry a

limit not less than One MiIlion and 0011 00 ($1,000,000,00) for bodily injury, property damage, and blanket

contractual coverage per occurrence with a general aggregate of Two Millions and 0011 00 ($2,000,000,00) and

products and completed operations aggregate of One Million and 00/100 ($1,000,000,00), There shall not be any

.. REQUEST FOR ApPLICATIONS No, 2011·056·5509 PAGE 18

policy exclusion or limitations for personal injury, advertising liability, legal liability, broad form property

damage, and/or liability for independent contractors and volunteers, or such additional coverage or increase in

limits, including those contained within any specifications.

Commercial Automobile Liability Insurance: Prior to using or causing to be used a motor vehicle other than a

vehicle for hire (i.e. cab), the Depository Bank shall furnish to the County a certificate showing commercial

automobile liability insurance covering all owned, hiredand non-owned vehicles (excluding cabs) used in

connection with the services performed under this Contract, with the minimum limits of One Hundred Thousand

and 001100 Dollars ($100,000.00) each person and Three Hundred Thousand and 001100 Dollars ($300,000.00)

each accident for bodily injury and One Hundred Thousand and 001l 00 Dollars ($100,000.00) each occurrence for

property damage or a combined single limit for bodily injury and property damage liability in a minimum amount

of Four Hundred Thousand and OOIlOO Dollars ($400,000.00).

Commercial Crime Insurance: Commercial crime insurance in a minimum amount of Two Million Dollars and

No Cents and 001100 Dollars ($2,000,000.00) that shall cover losses arising from or due to, without limitation,

employee dishonesty, theft, disappearance and destrnction, premises burglary, computer fraud, robbery, and safe

burglary of monies or securities.

Electronic and Computer Crime Insurance: Electronic and computer crime insurance in a minimum amount of

Two Million Dollars and No Cents and 001l 00 Dollars ($2,000,000.00) that shall cover losses arising from or due

to, without limitation, an unauthorized person or entity's fraudulent input, modification, destruction, introduction

of a virus, transfer, and/or access to/from the Depository Bank's electronic or computer system.

The Depository Bank's agrees that, with respect to the above referenced insurance, all insurance contracts/policies

will contain the following required provisions:

Name County, its elected and appointed officials, employees and agents acting on its behalf, as

additional insurers (as the interest of each insured may appear) as to Commercial General

Liability Insurance, Commercial Automobile Liability Insurance coverage.

Provide for an endorsement that the "other insurance" clause shall not apply to the County where

the County is an additional insured on the policy with the coverage on this policy to be primary

and non-contributory to the extent required by this Contract.

Provide for notice to the County to the person and at the address shown below by registered or

certified mail, return receipt requested, and full postage paid, sent to:


•

Dallas County Purchasing Agent

Records Building

509 Main Street, 6th Floor, Room 623

Dallas, Texas 75202-5799

The Depository Bank's agrees to waive subrogation, and each applicable policy of insurance shan

state a waiver of subrogation, against County, including its elected officials, officers, employees,

volunteers, agents and representatives, for injuries, including death, property damage andlor any

other loss,

The Depository Bank's shall be solely responsible for all cost of any insurance as reqnired here, any and

all deductible amount or self-insured amoun!.

It is the intent of these requirements and provisions that the Depository Bank's insurance covers an cost

and expense so that the Connty, including its elected officials, officers, employees, volunteers, agents and

representatives win not sustain any expense, cost, liability or financial risk as a result of the performance

of services under this Contract.

Insurance Certificates: The certificates of insurance shan list Dallas County as the certificate holder.

Any and all copies of Certificates of Insurance shall reference any applicable RFA (Request for

Application) number for which the insurance is being supplied, An insurance policies or duly executed

certificates for the same required to be carried by the Depository Bank's under this Contract, together

with satisfactory evidence of the payment of the premium thereof, shall be delivered to the Dallas County

PurchaSing Agent located at the Dallas County Records Building, 509 Main Street, 6th Floor, Dallas,

Texas 75202 within ten (10) calendar days of execution andlor renewal of this Contract, and promptly

upon subsequent renewals andlor material changes of such policies or such non-delivery may constitute a

default of this Contract subject to immediate termination at County's sole discretion,

All insurance coverage shall be on a per occurrence basis or a per claim basis if the Depository Bank's

provides for five (5) year tail coverage, unless specifically approved in writing and executed by the

County's Purchasing Agent and Risk Manager.

All insurance required to be carried by the Depository Bank's andlor subcontractors under this Contract

shall be acceptable to the County in form and content, in its sole discretion, All policies shall be issued

by an insurance company acceptable and satisfactory to County and authorized to do business in the State

• REQUEST FOR ApPLICATIONS No, 2011·056·5509 PAGE 20

•

of Texas. Acceptance of or the verification of insurance by County shall not relieve or decrease the

liability of the Depository Bank's.

Minimum insurance is a condition precedent to any work performed under this Contract and for the entire

Term of this Contract, including any renewals or extensions. In addition to any and all other remedies

County may have upon the Depository Bank's failure to provide and maintain any insurance or policy

endorsements to the extent and within the time herein required, or such insurance lapses, is reduced below

minimum requirements or is prematurely terminated for any reason, County shall have the right to:

Order the Depository Bank's to stop work and/or services hereunder, which shall not constitute a

Suspension of Work;

Withhold any payment(s) which become due to the Depository Bank's until the Depository

Bank's demonstrates compliance with the requirements and assurance and proof acceptable to

County that there is no liability to County for failure to provide such required insurance;

At its sole discretion, declare a material breach of this Contract, which, at County's discretion,

may result in:

Termination ofthis Contract;

Demand on any bond, as applicable;

Any combination of the above;

Obtain such insurance and deduct from the payments to the Depository Bank's the expense of

obtaining such insurance and the cost of insurance premiums. However, neither the Depository

Bank nor any third party shall have any recourse against the County for payment of any

premiums or assessment for any deductibles, or payment of any amount that would have been

payable by any such insurance, as all such liability, cost, expense, premiums and deductibles are

the sale responsibility and risk of the Depository Bank; and

Any combination of the above.

The Depository Bank shall, promptly advise County in writing of any claim or demand, against County or the

Depository Bank, known to the Depository Bank related to or arising out of the Depository Bank's activities

under this Contract


Approval, disapproval or failure to act by the County regarding any insurance supplied by the Depository Bank

shall not relieve the Depository Bank of full responsibility or liability for damages and accidents as set forth

herein. Neither shall bankruptcy, insolvency or denial of liability by any insurance company exonerate the

Depository Bank from liability.

Acceptance of the services, or failure to act by County shall not constitute nor be deemed a release of the

responsibility and liability of the Depository Bank, its employees, associates, agents or subcontractors for the

accuracy and competency of their services; nor shall such acceptance be deemed an assumption of responsibility

or liability by County for any defect in the services performed by the Depository Bank, its employees,

subcontractors, and agents.

Nothing herein contained shall be construed as limiting in any way the extent to which the Depository Bank may

be held responsible for payments of damages to persons or property resulting from the Depository Bank's or its

subcontractor's performance of the work covered under this Contract.

Survival: The provisions of this Sectiou shall survive completion, suspension, termination or expiration of this

Contract, or any determination that this Contract or any portion hereof is void, voidable, invalid or unenforceable.

Insurance Lapse: Pursuant to Section 94.73 of the Dallas County Code, if the Depository Bank's fails to maintain

the insnrance required under the Contract continuously at all times during the period stated in the Contract, or

otherwise has a lapse iu any of the required insurance coverage, including workers' compensation coverage, the

Depository Bank shall reimburse the County for any and all costs, including attorney's fees incurred by the

County in curing said default. In the event of any insurance lapse, the County shall retain five percent (5%) of the

value of the total Contract Sum for a period of six (6) months from the date of the cure of the insurance lapse or

the date the Contract has ended, whichever is later, to cover the County's potential exposure to liability during the

period of the insurance lapse.

The Depository Bank's further agrees to indemnify County for any penalties, fines, jury awards, coutt costs,

litigation expenses, and attorneys' fees incurred by County due to the Depository Bank's failure to maintain the

required insurance at all times during the Term of the Contract. the Depository Bank's, at its own expense with

Counsel of County's choice, will defend and hold County harmless in any claim or action against County that

occurred as a direct or indirect result oflhe Depository Bank's failure to maintain insurance at all times during the

Term of the Contract. Without waiving any rights under Sovereign Immunity, the County shall cooperate with

and may monitor the Depository Bank's in the defense of any claim, action, or proceeding and will, if appropriate,

make employees available as the Depository Bank's may reasonably request with regard to such defense, subject

to the reimbursement by the Depository Bank's of all costs and expenses occasioned by the County's cooperation


in such defense. The Depository Bank's agrees not to settle any such claim without the County's consent, which

consent will not be unreasonably withheld or delayed.

26. SOVEREIGN IMMUNITY

This Contract is expressly made subject to County's Sovereign Immunity, Title 5 ofthe Texas Civil Practices and

Remedies Code, and all applicable federal and state laws. The parties expressly agree that no provision of this

Contract is in any way intended to constitute a waiver of any immunities from suit or from liability that the

County has by operation of law. Nothing in this Contract is intended to benefit any third party beneficiary.

27. DISCLOSURE FOR,'VI CIQ

Effective January 1,2006, Chapter 176 ofthe Texas Local Government Code requires that any Proposer or person

considering doing business with a local government entity disclose in the Questionnaire Form CIQ, the Proposer

or person's affiliation or business relationship that might cause a conflict of interest with a local government

entity. By law, this questionnaire must he filed with the records administrator of Dallas County no later than the

7th business day after the date the person becomes aware of facts that require the statement to be filed. See

Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006,

Local Government Code. An offense under this section is a Class C misdemeanor. The questionnaire is included

in this solicitation. By submitting a response to this request, the Proposer represents that it is in compliance with

the requirements of Chapter 176 oftbe Texas Local Government Code. Please send completed forms to tbe Dallas

County Clerk at 509 Main Street, 2nd Floor, Dallas, Texas 75202.

.. REQUEST FOR ApPLICATIONS No. 2011·056·5509 PAGE 23

28. GOVERNING LAW AND VENUE

This contract agreement shall be govemed by and construed under the laws of the State of Texas, and all

obligations of the parties created herennder are perfonnable in Dallas Connty, Texas. In any legal action arising

from this agreement, the laws of Texas shall apply, and exclnsive venue shall lie in Dallas County, Texas.

29. GENERAL CONTRACT MATTERS

A Bank shall respond only to the Specification Requirements, Proposal Sheets, and Attachments A, B, and C, and

in order to be considered a responsive bid, a Bank shall fill in all blanks on the Specification Requirements,

Proposal Sheets, and Attachments A, B, and C, complete only the provided copy as presented, identifying any

changes to tenninology or figures contained in the Bid. Dallas County reserves the right to retain original

wording in the Contract Bid, which may have been changed by the Bidder, without rejection of the entire Bid

Contract.

Dallas County requires that all banking services, programs, equipment functionality, time frames, and technology

shall equal or surpass similar provisions for Dallas County under the 2011-2015 Bank Depository Services

Contract.

The Specification Requirements, Proposal Sheets, and Attachments A, B, and C, must be signed in all appropriate

places by a duly authorized Bank Official.

Upon selection of a Depository Bank and the award of the 20 I 1-2015 Bank Depository Services Contract by the

Commissioners Court, this Specification Requirements, Proposal Sheets, and Attachments A, B, and C, shall

become the official Depository Contract between Dallas County and the Depository Bank.

It is understood that the Bank awarded the 2011-2015 Dallas County Bank Depository Services Contract shall

comply with the 1989 Financial Institution Reform, Recovery and Enforcement Act (FIRREA), as applicable, and

provide a Certificate from the Corporate Secretary of said Bank, to formally acknowledge the undersigned

official's authority to approve this Specification Requirements and Bid for County Depository of Dallas County,

Texas for 2011-2015, plus Attachments "A", "BOO, and "C", as the Depository Contract between said Bank and

Dallas County, such action preferably to take place during the IS days of Qualification as County Depository,

following official award of said Contract by the Dallas County Commissioners Com1. The Commissioners Court

REQUEST FOR ApPLICATIONS No. 2011·056·5509 PAGE 24

•

of Dallas County reserves the right to reject any and all bids for the 2011-2015 Bank Depository Services

Contract.

BANK OF AMERICA, N.A.

Bank Name

Name of Authorized Bank Official

Signature of Authorized Official

Date

• REQUEST FOR ApPLICATIONS No. 2011·056·5509 PAGE2S

•

ATTACHMENT "A"

SCHEDULE OF ITEMS AND FEES FOR

COUNTY TREASURER BANK DEPOSITORY SERVICES

2011·2015

SERVICE DESCRIPTION MONTHLY I UNIT ACTIVITY PRICE

BALANCE RELATED SERVICES

FDIC ASSESSMENT (Statement amount) $59,892,206.00 .013

DEPOSITORY SERVICES Account Maintenance ReglMoney 1\1kt Ck 9 5.00 Banking Center Deposit 1 ,20 Vault Deposit SIS .04 Item Processing Deposit 9 ,20 Deposits Posted-Other 134 .04 Deposit Correction-Non Cash 1 .50

Depository + Master Acet Maint 1 50.00 Depository + Sub Acet Maint 11 5.00 Returns - ERlN 230 1.00 General Cks Paid Truncated 1340 .02 General Cks Paid-Not Truncated 1 ,02 Direct DDA Stmt Per Acet 10 0,00

I Direct Stop Pay Inquiry I 1,00 Direct Paid Item Inquiry . 82 1.00 Returns~Chargeback 102 1. 00 Returns-Rec1ear 128 1,00 Returns-Rec1ear Service Fee 18 0.00 RETURNA·ALTERNATE eHG PER MTH I 0,00 Checks Dep Un-Encoded Items 21 0.00 Checks Dep Pre-Encoded Items 16 0.00 Cks Dep Pre-encoded Items 2 0,00 Checks Deposited Foreign Items I 0.00 Checks Deposit Rejects 1 0.00 Checks Dep Rejects >.8% 1 0,00 Checks Deposit Reject Cash Ltr I 0.00 Stop Pay Automated> 12 months i 12 0.00 OD Items Paid-Returned I 1,00 NSF ITEMS PAIDIRETURNED I 1 5.00 I. . ! Debts Posted"Electromc ISO .05

I Credits Posted -Other 1176 .20 , Credits Posted-Electronic i 1 ,20

REQUEST FOR ApPUCATIONS No. 2011"056"5509

TOTAL CHARGE

I 7,786

i

45 ,

.20

20,60

1.80

5.36 .50

50,00

55.00

230.00 I 26.80

,02 ,

0.00 I

1.00 !

82.00

102.00

128.00

0.00

0.00

0,00 0.00

0.00

0.00

0.00

0.00

0.00

0.00 , 1.00

I 5,00 7.50

i 35,20

,20

• PAGE 42

! SERVICE DESCRIPTION

Direct Account Transfer

IMAGE Deposit

IRD Deposited Items

Image Deposited Items


GEN DISB CKS PD-IS FRONT IMG

ATTACHMENT "A"



2011-2015

I MONTHLY , ACTIVITY

28

2

154

61772

444

1

COMMERCIAL DEPOSITS-CASH VAULT Curr/Coin Dep/$JOO.Bkg Ctr 1 Curr/Coin Dep/$J 00-Vlt 51996 Currency Supp/$JOO-Std-VJt 965 Deposit Correction Cash 2 Currency Supp/$J OO-Std-Vlt 336 Change Order~Standing-VLT 1 Coin Supp/Roll-Bkg-CTR 8 Coin SupplieslRoll-VLT 2058 Change Order Bkg Ctr 2 Dep Conditioning-Surchar-Vault 1 Curr Supp/$J 00 - Bkg Ctr 9 Fax Notification DeN Vlt 1 Change Order -Auto-Vlt 138 Mail Notification-DeN-VLT 1 Main Notification-receipt-vlt 31

i GENERAL ACH SERVICES A CH Return Item 1 ACH Monthly Maintenance (E) 3 ACH Input·FILE 8 ACH BLOCKS AUTH INSTRUCTJONS 3 ACH BlockslAUTH Maint 1

I ACH Conswner On Us Debits 7 I ACH Consumer Off Us Credits , , 8 I ACH Corporate Off~Us Debit

, ACH Corporate On Us Credits I 147 ACH Corporate On Us Credits 419 i ,


UNIT I TOTAL PRICE CHARGE 0,00 0,00

,06 ,12

,10 1,54

,06· 3,706

,06 26,64 ,02 .02

.05 .05

.04 2,079.84

.05 48.25

1.00 2.00

.05 16.80 I

.30 .30

.05 .40

.05 102.50

.30 .60

0.00 0.00

.05 .40

1.00 1.00

.50 69,00 1.00 1.00

1.00 31. 00

I

0,00 0.00

5.00 15.00

5,.00 40.00

0.00 0,00 i

0.00 I 0.00

.02 .14 i

.02 .16

.02 0.00 !

.02 2.94 I

.02 8.38

PAGE 43

SERVICE DESCRIPTION

I ACH Corporate Off Us Credits , ! ACH Debit Received Item

I ACH Coporate On Us Debits

ACH Corporate Off Us Debits

ATTACHMENT "A"



2011-2015

MONTHLY ACTIVITY 180 176 1 1

! CONTROLLED DISBURSEMENTS Controlled Disb Maintenance 1 Cant. Disb Cks Paid-Truncated 1 Cant Disb Cks Paid-Truncated 1

, ACH Funding 1

WIRE TRANSFER Wire Module Maintence Fee 1 Elec Wire Out Domestic 1 .

Elee Wire Out-Book DB 1 Incoming Domestic Wire 3 Wire Advice Mail 3

I Wire Advice-Phone 1 I Elee Wire Bk Mnt Temp Storage 1

Book Credit 1

ACCOUNT RECONCILIATION ARP Full Recon Input File 1 ARP Full Recon Maint-PPR RPTS 1 ARP Partial Maint-Paper RPTS I arp Recon Trans End of Cycle 1 I

INFORMATION SERVICES Direct Previous Day Acet 12 Direct Current Day Acet 12 Mainframe Trans-CDR Item 2131 Direct Current Day Std Item 2044

I Direct Previous Day EXT Item 3115 Mainframe Trans~CDR Account 7

REQUEST FOR ApPLICATIONS No. 2011-056-5509

UNIT TOTAL PRICE CHARGE

.02 3.60

0.00 0.00

.02 .02

.02 .02 ..

5.00 5.00

.02 .02

.02 .02

25.00 25.00

0.00 0.00

1.00 1.00

1.00 1.00 0.00

, 0.00 ,

0.00 0.00

0.00 0.00

0.00 0.00 0.00 0.00

, 0.00 0.00

n nn n.on 0.00 0.00

5,00 5.00

I 0.00 0.00 i 0.00 0.00

.02 42.62

I .02 I 40.88

.02 62.30 I 25.00 175.00

• PAGE 44

SERVICE DESCRIPTION

EDI SERVICES Paymode Maintainance

Paymode Transaction

Direct EDI Report Per Acct

Rcvg Remit Adv~On line Trans

Receiving-advising-online

. CASHPAY SERVICES Cashpay Web User Fee

Cashpay Elec-Enrollment

IMAGE CD ROM MAINTENANCE

CD ROMRERIMAGE

CD ROM DISK

IMAGE MAINTENANCE - DIRECT


I IMAGE RETRiEVAL BA DIRECT

• REQUEST FOR ApPLICATIONS No. 2011·056·5509

ATTACHMENT "A"



2011-2015

MONTHLY ACTIVITY

I

1

1

1

I

1

1

·6

1730

1

I

10

26

UNIT I TOTAL PRICE iCHARGE

250 , 250

.45 .45

25.00 25.00

.75 .75

25,00 25.00

5.00 5.00 0.00 0.00

I 0.00 0.00

0.00 0.00 i

0.00 0.00 10.00 I 10.00

10.00 100.00 .25 6.50

• PAGf.45

•

SERVICE DESCRIPTION

ATTACHMENT "A"


COUNTY TAX ASSESSOR BANK DEPOSITORY SERVICES

2011-2015

1 MONTHLY ACTIVITY

UNIT PRICE

BALANCE RELATED SERVICES

. FDIC ASSESSMENT (Statement amount) $15,242,382.00

FDIC for Tax Assessor .013 DEPOSITORY SERVICES Account Maintenance Reg/Money Mkt Ck 9 5.00

, Banking Center Deposit 1 .20 Vault Deposit 515

Od

Item Processing Deposit 9 .20 Deposits PostedwOther 134 .04 Deposit Correction-Non Cash 1 .50 Depository + Master Acet Maint 1 I sn no

, Depository + Sub Acet Maint 11 5.00 Returns ERIN 230 1.00 General Cks Paid Truncated 1340 .02 General Cks Paid-Not Truncated 1 .02 Direct DDA Stmt Per Acet 10 0.00

, Direct Stop Pay Inquiry 1 1.00 Direct Paid Item Inquiry 82 1.00 Retums-Chargeback 102 1.00

, Retums-Reclear 128 1. 00 Retums-Reclear Service Fee 18 0.00 RETURNA·ALTERNATE eHG PER MTH 1 0.00 Checks Dep Un-Encoded Items 21 0.00 Checks Dep Pre-Encoded Items 16 0.00

i Cks Dep Pre-encoded Items [2 0.00 Checks Deposited Foreign Items 1 0.00 Checks Deposit Rejects 1 0.00 Checks Dep Rejects >,8% 1 0.00 Checks Deposit Reject Cash Ltr 1 0.00

I Stop Pay Automated> 12 months 12 0,00 rOD Items Paid~Retu11led I

] 1.00 NSF ITEMS PAID/RETURNED ] 5.00 ~ Posted~Electomic 150 ,05

Credits Posted -Other ]76 .20


! TOTAL [ CHARGE

.

I 1 982

45.00

.20 I 20.60 I 1.80

5.36

.50

so.on 55.00 230.00 i

26.80 ., 02

0.00

I 1.00 I 82.00 -1 102.00

128.00

0.00

0.00 , 0,00 I

0.00

0.00

0.00

0.00

I 0.00 I 0.00 I

0.00

1.00 5.00

7.50

35.20

• PAGE 46

•

I SERVICE DESCRIPTION

I Credits Posted·E1ectronic


! IMAGE Deposi' , IRD Deposited Items



GEN DISB CKS PD·IS FRONT IMG

ATTACHMENT "A"



2011-2015

MONTHLY ACTIVITY 1 28

2

154 61772

444 1

UNIT PRICE

?()

0.00

.06

.10

.06

.06

.02

COMMERCIAL DEPOSITS-CASH VAULT . Curr/Coin Dcp/SI OO·Bkg Ctr 1 .05

Curr/Coin Dep/S!OO-VI, 51996 .04 , Currency Supp/SIOO-Std-Vit 965 .05 Deposit Correction Cash 2 1. 00

t Currency Supp!S!OO-S'd-Vlt ·336 .05 Change Order-Standing -VLT 1 .,n Coin Supp/Roll-Bkg-CTR 8 I .05

i Coin Supplies/Roll-VLT 2058 .05 Change Order Bkg CtT 2 .30

I Dep Conditioning-Surchar-Vault ! 1 0.00 I CUff Supp/SlOO - Bkg Ctr 9 .05

Fax Notification DeN Vlt 1 1. 00 Change Order -Auto-Vlt i 138 .50 Mail Notification-DCN-VLT 1 I 1. 00 Main Notification-receipt-vlt i 31 1. 00

I

I GENERAL ACH SERVICES ACH Return Item 1 0.00

1 ACH Monthly Maintenance (E) - 5.00 J

I ACH Inpu,-FILE I: 5.00 I ACH BLOCKS AUTH INSTRUCTIONS , 0,00

ACH B!ocks/ AUTH Main' 1 0.00 I

ACH Consumer On Us Debits 7 .02 ACH Consumer Off Us Credits 8 .02 ACH Corporate Off Us Debit i .02 ACH Corporate On Us Credits 147 .02

REQUEST FoR ApPLICATIONS No. 2011·056-5509

I TOTAL I CHARGE

?n 0.00

.12

1.54 3,706

26.64

.02

.05

2,079.84

48.25

2.00 16.80

.10

.40

102.50

.60

0.00

.40

1.00

69.00 I 1.00

31.00

0.00

15,00 ! 40,00

0.00

0.00

.14 , I .16

0.00 2.94

• PAGE 47

•

SERVICE DESCRIPTION

ACH Corporate On Us Credits

ACH Corporate Off Us Credits

ACHDebit Received Item

ACH Coporate On Us Debits


ATTACHMENT "A"



2011·2015

i MONTHLY ,

ACTIVITY 419

180

176

1

I

UNIT PRICE .02

.02

0.00

.02

.02

, CONTROLLED DISBURSEMENTS Controlled Disb Maintenance I 5.00 Cont. Disb Cks PaidNTruncated 1 .02 Cont Disb Cks PaidNTruncated I .02

I ACH Funding 1 25.00

WIRE TRANSFER Wire Module Maintence Fee I 0.00 Elec Wire Out Domestic 1 1.00 Elec Wire OutNBook DB I 1.00 Incoming Domestic Wire 3 0.00 Wire Advice Mail 3 0.00

I Wire AdviceNPhone I

I 0.00 Elec Wire Bk Mnt Temp Storage I 0.00 Book Credit I 0.00

ACCOUNT RECONCILIATION ARP Full Recon Input File I 0.00

) ARP Full Recon Maint-PPR RPTS 1 I 0.00 I ARP Parti~l Maint-Paper RPTS 1 0.00 I arp Recon Trans End of Cyc1 e 1 5.00

INFORMATION SERVICES , Direct Previous Day Acet 12 0.00

Direct Current Day Acet 12 0.00 Mainframe Trans-CDR Item 2131 .02 Direct Current Day Std Item 2044 .02 Direct Previous Day EXT Item 3115 .02 Mainframe Trans-CDR Account 7 25.00

REQUEST FOR ApPLICATIONS No. 2011·056·5509

I TOTAL I I CHARGE I

8.38

3.60

0.00

.02

.02

, 5.00

.02

.02

25.00

,

0,00

1.00

1.00

0,00

0,00

0,00 I

0,00

0.00

0.00

0.00

I 0.00 , 5.00

i

0,00

I 0.00

! I 42.62

40,88

i 6:2, 30

175,00

• PAGE 48

SERVICE DESCRIPTION

EDI SERVICES Paymode Maintainance

, Payrnode Transaction

Direct EDI Report Per Acet


Receiving-advising-online

CASHPAY SERVICES Cashpay Web User Fee

Cashpay Elee-Enrollment


CD ROM RER IMAOE

CD ROM DISK


, IMAGE MAINTENANCE - DIRECT

IMAGE RETRJEV AL BA DIRECT

• REQUEST FOR ApPLlCAT!ONS No. 2011·056·5509

ATTACHMENT "A"



2011-2015

I MONTHLY . ACTIVITY

]

]

]

]

]

]

]

6

]730

]

]

]0

26


I 250 250 , .45 .45

25.00 25,00

.7~ .75

?~ nn ?~ nn

! 5.00 5.00

0.00 0.00

0,00 0,00

0.00 0,00

0.00 0.00

10 .00 10.00

10.00 100.00

.25 6.50

• PAGE 49

ATTACHMENT "B" DALLAS COUNTY

COMMUNITY REINVESTMENT ACT

As a requirement of the 2011-2015 Dallas County Bank Depository Services Contract Bidding Process, the following infonnation must be completed with regard to a Bank's participation in the Connnunity Reinvestment Act, and returned as a part of the Specification Requirements and Proposal Sheets.

1. Please list the type loans your institution is willing to make within the Dallas County area:

Bv supporting the unique needs of small businesses, the backbone of the U.S. economy. Bank of America fuels the economic stability and job growth across the communities we serve. In the past. we have funded grants and launched partnerships with nonprofit lenders to help them deploy capital in underserved communities, and we strive to do more especially in the Dallas County area. In our most recent CRA exam period, Bank of America originated more than 2.6 million CRA-reportable loans totaling more than $266 billion. Mortgage Loans: Loans to borrowers in low- and moderate-income census tracts, and minoritv borrowers. Pre development. Construction, Term Finance and Equity for Multifamily Housing. Small Business: Loans and lines of credit to Special Small Business, including investments in SBICs, Minority-owned Businesses, and Minority Business Venture Capital Funds. Economic Development: Loans, Investments and Grants to Non-profits, including CDFls, CDCs and Financial Intermediaries, which promote Economic Development including both rural and urban-core lowincome areas.

2. Using zip code boundaries and Home Mortgage Disclosure Act, data, please describe, over the most recently completed fiscal year, your institution's record at meeting the credit needs of the community:

The eRA information that we have provided under separate cover does not aggregate hy zip code, but rather by Metropolitan Division (MD). Lending activity in the Dallas-Plano-Irving MD is excellent. With the second leading deposit market share, the bank ranks sixth, second and third in market share for home purchase, home improvement and home refinance loans, respectively, among deposit-taking institutions within the MD. In addition, the bank's small business lending market share rank is fourth for deposit-taking institutions. The geographic distribution of small loans to businesses in the Dallas-Plano-Irving MD is excellent. The bank's market share of small loans to businesses in LMI geographies exceeds its overall market share of small business loans in the MD. The bank originated seven community development loans totaling $23.6 million.

3. Please describe your institution's efforts at complying witll the Community Reinvestment Act over the most recently completed fiscal year, as well as your affirmative marketing efforts:

The bank's overall CRA Rating for the State of Texas is: Outstanding. The Lending Test for the State of Texas is rated: Outstanding. The Investment Test for the State of Texas is rated: High Satisfactory. The Service Test for the State of Texas is rated: High Satisfactory. Below, vou will find our 2009 Public Goal performance by county in the Dallas Assessment Area.

REQUESTFORApPUCA11ONS No. 2011.056-5509 PAGE 50

Barlt of America $1.5T Community Oevelopment Go!il Dallas, TX Assessment Area 2009 Per1ormllOce

Assessment Area COUnliH COLUN DALLAS DELTA DENTON ELUS HUNT KAUFMAN ROCKWA1.L

Product Subea1egory Amount Amount Amount Amount Amount Amount ~ Amount HOME PURCHASE/REFINANCE , 319.697,398 S 360,123,921 $ , 194,709,946 S 20.638,B17 5.309.794 S 13,871,776 $ 20,572.944 MULTI-FA.MILY PREOEVELOP, ETC. , S 6,974,426 , S , 2.(XlO,OOO , , , SINGLE-fAMILY PREDEVELOP, ETC. , 1,200,000 S 45,778.424 , , S S S , MORTGAGE LOAN MODIFICATIONS , 91.865,263 S 199,002,751 S 136.763 S 69,241,260 , 17,587,716 , 2,474,758 , 10.094,591 , 11,445,974 CONVENTIONAL LOANS I LINES , 38,724,750 , 129,033,652 , 5,000 , 21,425,000 , 4,33-8,000 , 416.000 S 334,000 , 2,473.000 GOVERNMENT-RELATED , , 3,979.000 , S 632.000 , , , , SPECIAL SMALL BUSINESS , 2.414.034 I 7,068.288 S 6,453 , 1,981.212 , 214,367 , 60.532 , 368,655 , 221.540 HOME-RELATED LOANS/liNES , 1.835,020 S 6,947,758 S $ 2,174.797 , 223,000 $ 581.400 S 30,000 , 484.104 OTHER CONSUMER LOANSfUNES I 16,51S , 226,140 , S 35,0(0 S 25,000 , 20,000 S I 00,000 STUDENT LOANS S 21,791 S 30,455,074 S , 21,546.298 , 2,410,258 , S 139,843 S ECONOM!C DEV LOANS, INVESTMENTS , , 104,260.000 , S S S S $ NQN.PROFtT ITAX·EXEMPT LOANSfGRANTS S 100,828 $ 8,122.738 , S 4,975 S S S , TOTAL PERFORMANCE S 455.875,598 S 902,572,972 S 150.236 , 311,730,508 S 47.437,158 S 8.862,484 S 24,838,865 35,251,562

The Neighborhood Excellence Initiative is Bank 0 Bank of America Charitable Foundation's nationwide signature program which has provided more than $5.3 million to North Texas non profits, local heroes and student leaders through three distinct awards:

• Neighborhood Builders - Provides $200,000 in general operating snpport over two years and provides leadership training to two local nonprofit organizations working to create vibrant neighborhoods. • 2009 North Texas Recipients: Hope Farm, Inc., Metro Dallas Homeless Alliance, North Texas Food

Bank and The Women's Center of Tarrant County • Local Heroes - Recognizes five community heroes, allowing recipients to direct a $5,000 contribution to the

nonprofit of their choice. • Student Leaders - Recognizes five exemplary junior or senior high school stndents with a paid swnmer

internship and a week-long leadership program in Washington D.C.

The charitable investments in Dallas have the following initiatives: 1. Edncation, with an emphasis on K-12 after school & snmmer care programs: mentoring & leadership

programs: English as a Second Langnage: and financial literacy 2. Health and Human Services 3. Neighborhood Preservation

Bank of America foundation funded nearly $10 million in grants and sponsorships to area non-profit organizations, and volunteered more than 35,000 hours in the community during 2009. Several of these organizations serve low and moderate income individuals and geographic areas in Dallas County.

• #1 walk team for the March of Dimes/Walk for Babies, raising nearly $400,000 • #4 walk team for the American Heart Association, raising $153,000 • $200,000 grant to the Dallas Foundation's Safety Net Fund • $100,000 grant to the Tarrant Area Food Bank • More than $10 million in grants and sponsorship to local organizations • Over 35,000 local volunteer hours contributed by our 20,000 associates • Bank of America is one of the largest corporate supporters of the United Way of Metropolitan Dallas raising

more than l.6 million in 2009. We have placed more Community Reinvestment specific to the Dallas County Area under separate cover. accompanying this response.

•

ATTACHMENT "B"

DALLAS COUNTY COMMUNITY REINVESTMENT ACT

PARTICIPATION REPORT

4. Does your institution employ a full-time individual whose sole responsibility is developing aod implementing your institutions' community reinvestment program?

The bank has a decentralized approach to community development with most lines of business contributing to our CRA performance.

5. Over the past 25 months, has your institution been involved in a protest based on the Commnnity Reinvestment Act? If so, please provide snfficient details:

To the best of our knowledge, the bank has not been involved in any protest over the past 25 months based on the Community Reinvestment Act.

6. It is the position of Dallas Connty to ascertain the procurement policies of institution as it pertains to minority lSSUeS:

•

We refer the County to please see our Commitment to Snpplier Diversity, inclnded in this docnment in response to the Connty's requirement to respond to Letter of Assurance A.

•

REOUESTFORAPPUCATlONS No. 2011-056-5509 PAGE 52

•



Refer to Section 1-Depository Bank, of the Specification Requirements and Proposal for reference of the Reports and Statements which must be included with Attachment "B"

Bank of America. N.A. Bank Name

Nick London Name of Authorized Bank Official

S;,.,ro~ tM'ri4w April I!, 2011

Date

REQUESfFORApPUCAllONS No. 2011.j)56-5509 PAGE 53

•

00-35-3112NSBW 03-06-2006

Exhibit B

to Umbrella Agreement for Government Banking Services

GENERAL PROVISIONS

BofA-Dallas County Umbrelia Agrmt-051311v3

Umbrella Agreement for Government Banking Services

This Agreement for Government Banking Services (the "Agreement") is made as of this 31st day of May ,2011, between the County of Dallas, State ofTexas (the "Client" or "County") and Bank of America, NA, a national banking association (the "Bank").

WHEREAS, Client issued a Request for Applications designated RFA No. 2011-056-5509 with Specification Requirements, including all attachments, exhibits and amendments incorporated thereto (the "RFA"), for purposes of providing banking services identified in the RFA (the "Services"); and

WHEREAS, the Bank submitted its completed application response to the RFA, including all attachments, exhibits and amendments incorporated thereto, to Client on April 11 ,2011 (the "Application Response"); and

WHEREAS, pursuant to the RFA and Application Response regarding the provision and delivery of the Services, the parties negotiated and entered into that certain Treasury Services Agreement General Provisions dated as of the date hereof, and the following constituent addenda which are incorporated thereto: (i) Payment and Invoice Processing Services Addendum, (ii) Automated Clearing House (ACH) Service Addendum, (iii) Wire Transfer Service Addendum, (iv) Commercial and Corporate Card Service Addendum, and (v) ePayables Service Authorization Form (collectively, the "General Provisions"); and

WHEREAS, the parties now wish to enter into this Agreement for the purpose of specifying the term and constituent documents of the current integrated final agreement between Client and Bank regarding the Services;

NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the parties hereby agree as follows:

1. Integrated Final Agreement. The entire and integrated final agreement between Client and Bank related to the Services consists of the following constituent documents: this Agreement; the RFA, as revised by the parties, attached hereto as Exhibit A; the General Provisions, including any user documentation and set-up forms, attached hereto as Exhibit B; and the Application Response, attached hereto as Exhibit C. In the event of conflict among any of the constituent documents, the constituent documents shall govern to resolve such conflict in the following order of precedence: (i) this Agreement; (ii) the revised RFA (Exhibit A); (iii) the General Provisions (Exhibit B); and (iv) the Application Response (Exhibit C). The integrated final agreement supersedes all prior negotiations, representations, statements and agreements, whether written or oral, regarding the Services.

2. Specified Terms. The following terms are hereby specified by the parties, for additional clarity: Fees - Bank agrees to a six (6) month waiver on Client's analyzed monthly service fees beginning on July 01, 2011.

3. Commencement of Performance. Except as otherwise agreed by the parties, Bank shall begin performing the Services upon execution and delivery of this Agreement, and any related set-up forms.

4. Term. This Agreement is for an initial term of four (4) years, subject to the necessary Client approvals as set forth in the RFA. The Agreement may be extended by mutual consent of the parties.

5. Notices. Except as may otherwise be specified in the applicable user documentation or set-up forms, notices to Client and Bank shall be sent to the addresses set forth below, or to such other addresses as the parties may otherwise specify in writing:

Client: Dallas County Treasurer 509 Main Street 303 Records Building Dallas, TX 75202

Bank: Bank of America Documentation Management (CA4.706-04-07) P.O. Box 27128 Concord, CA 94527-9904

Changes in the respective address set forth above may be made by either party upon written notice to the other party.

In witness whereof, the parties have executed this Agreement as of the date first written above.

COUNTY OF DALLAS, ST FTEXAS BANK OF AMERICA, N.A.

By: (Signature)

Name: -------------------------------

Title: Dallas County Judge Title:

By: (Signature)

Name: -----------------------------Title: ________________ _

00-35-3112NSBW 03-06-2006 BofA-Dallas County Umbrella Agrmt-051311v3

Bankof America ~ ~

Bank of America's Treasury Services Agreement consists of the following:

Treasury Services Agreement General Provisions

General Provisions. The General Provisions are contained in this document and apply to all treasury services specified on the accompanying List of Banks and Services. Please sign and return this document to your Bank representative.

Service Addenda. Once the General Provisions have been executed by both County and Bank and approved by County's Commissioners Court, the relevant Service Addendum can be executed by both parties for each treasury service.

Accompanying these documents is a List of Banks and Services, which provides the names under which various Bank of America banks or locations offer Treasury Services. In connection with the provision of many Services, the Bank will also provide User Documentation containing detailed instructions regarding the use of such Service. User Documentation may vary from one jurisdiction to another.

OO·35·0167NSBW 05-09-2011 DS Dallas Cty TX - Gen Prov - D5192011v2

Page of Bank of America - Confidential © 2010 Bank of America Corporation

Bank of America ~ ~

Treasury Services Agreement General Provisions

County and Bank agree to these General Provisions ("General Provisions"). These General Provisions will govern County's use of any of Bank's treasury services specified on the accompanying List of Banks and Services. Bank may update the list from time to time. County may contact its Bank representative at any time in order to obtain an updated list. Additional terms and conditions for a particular Service are contained in any relevant Service Addendum.

1. DEFINITIONS (a) "Agreement" means, with respect to a Service, these

General Provisions together with the relevant Service Addendum for such Service executed by the relevant parties and approved by the County's Commissioners Court, as each may be amended from rime to time.

(b) "Account Agreement" means, with respect to each deposit, savings or current account for which County is using a Service, the current signature card, International Account Agreement or SAOTC and the publication(s) provided by Bank containing terms and conditions applicable to such account, as such publication(s) may be amended from time to time

(c) "Business Day" means each day on which the bank or bank office providing or facilitating a Service is open for business related to that Service.

(d) "Collected and Available Funds" means funds in an account equal to the ledger balance minus float which, in Bank's reasonable determination, are not subject to a hold, dispute or legal process preventing their withdrawal.

(e) "Damages" means any expense, loss, damage or cost.

(f) "Electronic Funds Transfer Services" means the Automated Clearing House (ACH) Services, International Electronic Funds Transfer Services and Wire Transfer Services spedfied on the accompany'lng List of Banks and Services.

(g) "e-Statements" means statements with respect to which County opts for electronic delivery and which are selected by County as outlined in the applicable User Documentation.

(h) "Facsimiie Signature" means the signing of checks, documents and other items by producing a facsimile signature manually or by means of a device or machine.

(i) "International Account Agreement" means a form of Account Agreement used in some countries.

m Legal Expenses" means any reasonable lawyer's fees, allocated costs of staff counsel (unless prohibited by applicable law), fees and expenses of litigation and any other fees and expenses incurred in enforcing any provision of the Agreement

(k) "Materials" means any software, user identification code, password, code, key, test key, security device, embedded algorithms, digital signatures and certificates, other similar devices and information, User Documentation and related documentation provided to County by Bank in connection with a Service,

(I) "Personal Data" means information we receive from you in connection with one or more Services consisting of an individual's bank accounts or other financial data or identifying a Jiving individual.

(m) "SAOTC" means each form of Standard Account Opening Terms and Conditions used in certain countries as an Account Agreement.

(n) "Service" means, with respect to a treasury service, each service provided in a specific Bank location, identified in the List of Banks and Services and described in any relevant Service Addendum.

(0) "Service Addendum" means any addendum to these General Provisions which sets forth the specific terms relating to a Service,

(p) "Supplier" means any private or common carrier communication or transmission facility, any time-sharing supplier or any mail or courier service,

(q) "User Documentation" means any written information Bank provides to County, including information in electronic 00-35·0167NSBW05-09-2011 DS Page of

format, as amended from time to time, which contains detailed instructions regarding the use of a Service, as provided by a particular banking center or office. User Documentation may vary from one jurisdiction to another. Current User Documentation is available upon County's request.

(r) "Website" means any 'Internet website and/or online access channel for use in accessing one or more Services.

2. TREASURY SERVICES The Agreement becomes effective with respect to a

Service when these General Provisions and any relevant Service Addendum have been executed by County and Bank and approved by County's Commissioners Court. Subject to the terms and conditions of the Agreement, Bank wi!! provide use of a Service when Bank has received all required and properly executed forms and County has satisfactorily completed Bank's testing and training requirements, if any, in the use of the Service. To assist in Bank's establishment or maintenance of overdraft limits or other processing arrangements, County shall provide Bank with such financial information as Bank reasonably requests. County shall use the Service in accordance with these General Provisions, the relevant Service Addendum and any relevant User Documentation.

3. PAYMENT OBLIGATIONS (a) County must maintain and designate Bank account(s)

which wll! be used for debiting or crediting with respect to all payments and deposits and related adjustments and charges.

(b) Except as otherwise provided, County must have Collected and Available Funds on deposit in its account sufficient to cover sLich obligations under the Agreement. For purposes of satisfying County's payment obligations, Bank may consider any overdraft line or credit arrangement County has with Bank.

(c) County shall pay Bank for each Service in accordance with Bank's schedule of charges currently in effect for County, except as Bank agrees otherwise (in writing) from time to time. Bank will provide County a copy of the current schedule of charges on request. All charges are subject to change upon 30 days prior written notice to County from Bank (unless otherwise agreed in writing), except that any increase in charges to offset any increase in fees charged to Bank by a Supplier for services used in delivering any Service may become effective in less than 30 days. Bank will, on a monthly basis, debit County's account with Bank for payment of charges due, unless County arranges another payment procedure acceptable to Bank.

(d) As a [ocal government of the State of Texas, County is exempted from the payment of Texas state and local sales, excise, and use taxes, and shall therefore not be liable or responsible to Bank or any third party for the payment of any sales, use, value added or other taxes and other governmental charges imposed on any Service or Materials.

4. CONFIDENTIALITY (a) Bank will maintain the confidentiality of information

obtained from you in connection with any Service it provides to County under the terms of this Agreement in accordance with its normal procedures for safeguarding customer information and the policy reflected in the Bank of America Corporation Code of Ethics, except as otherwise provided herein.

(b) County acknowledges Bank's claim to proprietary rights in the Materials and that the Materials constitute "trade secrets" of Bank or its licensors or vendors. County

Dallas CtyTX-Gen Prov-05192011v2 Bank of America - Confidential © 2010 Bank of America Corporation

understands that all Materials are confidential. County agrees to safeguard the Materials at a/l times and to establish and maintain procedures covering County's employees and agents to assure the confidentiality of the Materials. County shall extend the same protection to any password or code subsequently changed by County. County shall not, or aHow anyone else to, disclose the Materials to any person or entity, except County's authorized employees and agents with a need to know the Materials and, notwithstanding anything to the contrary herein, in compliance with any applicable public information law requiring such disclosure by County. Except as may be set forth in any software license agreement, or as otherwise agreed betvveen the parties, County shall not, or ailow anyone else to, make any copies, in whole or in part, of any Materials in whatever form or medium (electronic, tangible, printed or otherwise) in which they may exist from time to time. County shalJ not, or allow anyone else to, translate, disassemble, decompile or reverse-engineer any software or security devices. County may use the Materials only for the purposes for which they were provided by Bank County agrees to notify Bank promptly by telephone, confirmed in writing, if any Materials are lost or the confidentiality of any Materials is compromised,

(c) County shall have sale responsibility for the custody, control and use of all Materials. County agrees that no individual wi!! be allowed to initiate a request or other instruction contemplated in the Agreement or to have access to any Materials without proper supervision and strict security controls, If a Service requires use of user identification codes or passwords, Bank will be fully protected in relying on the correct user identification codes and passwords, as described in the relevant User Documentation.

(d) This section 4 does not limit either party's ability to disclose information (I) that the other party has approved by prior writing for disclosure; (ii) that is disclosed to its professional advisors or auditors; (iii} that is or becomes public other than through a breach of these confidentiality obligations, (iv) that was in its possession or available to it from a third party prior to its receipt in connection with any Service, (v) which is obtained by it from a third party who is not known by it to be bound by a confidentiality agreement with respect to that information, (vi) as required or requested by any securities exchange or regulatory body to which either party is subject or submits or (vii) as otherw'lse required to be d'isclosed by law or by legal or governmental process.

(e) In addition, County agrees (i) that Bank may disclose to its offices, banking affiliates, officers, employees and agents with a need to know, any information Bank obtains about County and (ii) that those offices, affiliates officers, employees and agents may disclose such information as permitted under the immediately preceding subsection.

(f) County acknowledges and agrees that data processing related to Services covered by the Agreement and County's associated accounts, or the partial or complete delivery of certain Services, may take place in countries other than those where County and County's accounts with Bank are located. County further understands that information concerning County's ·relationship with Bank may be available on Bank's electronic data system both for information management purposes and in order to enable County to benefit from Bank's electronic banking services. County understands and agrees that, as a result, County's banking relationship information may be available to some of Bank's officers, off1ces, affil"lates, employees and agents outside the country or countries where County and County's accounts are located. County authorizes Bank to transmit County's banking relationship information across national borders, notwithstanding the banking secrecy laws of any of the countries involved, as necessary or appropriate to provide any Services. Bank shall ensure, to the extent it can reasonably do so, that the Bank's officers, offices, affiliates, employees and agents outside the country will maintain the confidentiality of information in accordance with Bank's normal procedures for safeguarding customer

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GENERAL PROVISIONS

information and the policy reflected in the Bank of America Corporation Code of Ethics, or as otherwise provided herein,

(g) It is possible that in providing one or more Services Bank wlll transmit Personal Data. Bank wi!! only transmit Personal Data to its locations, to locations of its affiliates or to others in order to provide one or more Services. Bank may contract with others to provide data transmission or storage services to Bank. In that case, Bank will require that they treat Personal Data solely in accordance with Bank's instructions, County agrees to comply with any directions Bank may give County from time to time with respect to the Personal Data.

(h) This section 4 does not limit Bank's ability, or that of Bank's affiliates, to access and use transaction data related to any Service provided to County in connection with the management of its or their business,

(i) Bank's and County's obligations under this section 4 shall survive termination of the Agreement.

5. CURRENCY EXCHANGE RATES (a) If a transaction involves a currency other than the

currency in which the relevant account is denominated, County's funds will be exchanged for such other currency at a current rate of exchange on or before the Transaction date, as the case may be, in accordance with Sank's normal procedures (including applicable User Documentation). If Bank assigns a currency exchange rate to County's transaction, such exchange rate will be determined by Bank based upon market conditions, Bank may consider many factors in setting its exchange rates, including without limitation exchange rates charged by other parties, desired rates of return, market risk and credit risk. County acknowledges that exchange rates for retail and commercial transactions, and for transactions effected after regular business hours and on weekends, are different from the exchange rates for large inter-bank transactions effected during the business day, as reported in The Wall Street Journal or elsewhere. Exchange rates offered by other dealers, or shown at other sources (including online sources) may be different from Bank's rates.

(b) Bank does not accept any !lability 'If Bank's rates are different from rates offered or reported by third parties, or offered by Bank at a different time, at a different location, for a different transaction amount, or involving a different Transaction media (banknotes, check, wire transfer, deposits etc.). Currency exchange rates fluctuate over time, and County acknowledges and accepts the risks of such fluctuations: (i) in the case of Requests, between the time County initiates a Request and the time the transfer is either completed or is unwound due to a cancellation, amendment, rejection or return, (ii) in the case of checks, between the time County requests that Bank create a check and the time Bank debits County's account to cover such check and/or the time Bank re-credits County's account if the check is stopped in accordance with the applicable stop payment procedures, (iii) in the case of drafts, between the time County prints a draft, or requests the Bank print a draft, and the time Bank transfers funds from County's account to cover such draft, and (iv) in the case of deposits, between the time County initiates such deposlt and the time Bank confIrms the rate to the County.

(c) Any Transaction which is returned to Bank wl!1 be charged back or credited back, as the case may be, at Bank's selling rate for the foreign currency on the day an item is received by Bank. Reclamation periods in foreign countries are not the same as those in North America and in most instances are of a longer duration.

6. COUNTY'S REPRESENTATIONS AND WARRANTIES County represents and warrants to Bank on each day on

which a Service is provided that (i) the Agreement constitutes its duly authorized, legal, valid, binding and enforceable obligation; (ii) the performance of its obligations and the consummation of the transactions contemplated under the Agreement wilt not (A) constitute or result in a breach of its governing documents or the provisions of any material contract

Dallas ely TX - Gen Prov - 05192011v2 Bank of America - Confidential © 2010 Bank of America Corporation

to which it is a party or by which it is bound or (8) result in the violation of any law, regulation, judgment, decree or order applicable to it (iii) the debiting of any account as provided in the Agreement is not inconsistent with any restriction on the use of that account; (iv) all approvals and authorizations required to permit the execution, delivery, performance and consummation by County of the Agreement and the transactions contemplated under the Agreement have been obtained, including but not limited to due authorization from each applicable third party to anow County to transfer funds and access information from such party's account; (v) neither County's performance of its obligations nor County's use of any Service will facilitate Hlegal transactions, for example those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 U,S.C. Section 5361 et seq., or otherwise violate any law, rule, regulation, judgment, decree or order applicable to County; (vi) the Services County receives pursuant to this Agreement are for business use only and are not primarily for personal, family or household use; and (vii) there is no lawsuit, tax claim or other dispute pending or threatened against County which, if lost, would impair County's financial condition or ability to pay Bank under the terms of this Agreement.

7. LIMITATION OF LIABILITY (a) To the extent allowed by applicable law. for all

Services other than Electronic Funds Transfer Services, Bank will be liable only for any actual Damages incurred by County as a direct result of Bank's failure to exercise reasonable care in providing a Service. For Electronic Funds Transfer Services, refer to the Limitation of Uabillty section of the applicable Service Addendum.

(b) Except as appHcable law otherwise provides, In no event wi!! Bank be liable for any indirect, consequential or punitive loss, damage, cost or expense of any nature (even if advised of the possibility of such loss, damage, cost or expense), including, without limitation, any economic loss or damage, expense and loss of business, profits or revenue, goodwill and anticipated savings, loss of or corruption to County's data, loss of operation time or loss of contracts.

(c) Bank will not be responsible for the acts or omissions of County or County's officers, employees or agents (including but not limited to the amount, accuracy, timeliness of delivery or due authorization of any instructions from County) or the acts or omissions of any other person or entity, including but not limited to any clearing house association or processor, any funds transfer system, any U.S. Federal Reserve Bank or any other country's central bank, any other financial institution or any Supplier, and no such person or entity will be deemed Bank's agent.

(d) Bank will not be liable for and will be excused from any failure or delay in performing its obligations under the Agreement if (I) such failure or delay is caused by circumstances beyond Bank's reasonable control including any natura! disaster (such as earthquakes or floods), emergency conditions (such as war, riot, fire, theft or labor dispute), legal constraint or governmental action or inaction, breakdown of any Supplier, equipment failure (including Internet failure) or act, omission, negligence or fault of County or (Ii) Bank reasonably believed that its action would have violated any law, guideline, rule, regulaflon or court order or decree of any governmental authority. No such failure or delay will constitute a breach of the Agreement.

8. SUSPENSION AND TERMINATION (a) If at any time we believe (i) that our provision of any

Service to you may create a risk of fjnancialloss for us or result in an unacceptable credit exposure to us, or (Ii) that an account associated with any Service may be subject to irregular, unauthorized, fraudulent or illegal activity, we may, in our sole discretion, suspend or modify our prOVision of any such Service until such time that such risk, exposure, or activity is eliminated or otherwise resolved.

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GENERAL PROVISIONS

(b) County or Bank may terminate the Agreement or a Service upon 30 calendar days prior written notice to the other party.

(c) Notwithstanding subsection 9(b). Bank or County may terminate the Agreement or any or all SeNices effective immediately, and terminating party wi!! send the other party notice of the termination, if any of the following occurs: (i) either party breaches any of the terms and conditions in these General Provisions, the relevant Service Addendum or any other agreement with Bank; (ii) either party terminates, liquidates or dissolves its business, or disposes of a substantial portion of its assets; (iii) either party fails generally to pay its debts as they become due; (iv) either party, voluntarily or involuntarily, becomes the subject of any bankruptcy, insolvency, reorganization or other similar proceeding; (v) either party initiates any composition with creditors; (vi) either party experiences a material adverse change in its financial condition or its ability to perform its obligations under the terms and conditions in this Agreement; (vii) any guaranty of either party's obligations to the other party terminates, is revoked or its validity is contested by the guarantor, or any of the events set forth in items (i) through (vi) attr"lbutable to the party occur to the guarantor; or the account necessary to provide any Service is closed.

(d) If the Agreement or a Service is terminated for any reason, County shall (i) immediately stop using any Materials relating to the terminated Service: (ii) erase or delete any Bank~ provided software relating to the terminated Service to the extent stored in County's computers; and (iii) at the option of Bank, either return to Bank or destroy all Materials relating to the terminated Service and certify to Bank that it has done so. County's obligations under this subsection 8(d) shall sUNive termination of the Agreement

(e) Termination of the Agreement or a Service shall not affect County's payment obligations with respect to services performed by Bank prior to termination, and any such termination is in addition to Bank's other rights under applicable law and under the terms of this Agreement. Also, termination of the Agreement or a Service does not release the parties from any of their respective obligations which arose or became effective before such termination. Upon terminaflon, all amounts owed by County and outstanding will become immediately due and payable.

9. OVERDRAFTS With respect to a Service, Bank may, at its sale discretion,

allow an overdraft to occur in County's account. Except as Bank agrees or advises County otherwise in writing, County must repay Bank immediately, without demand, the amount of the overdraft plus any overdraft charges. In such cases, the fact that Bank previously allowed an overdraft to occur does not obligate Bank to do so in the future. Additional terms and conditions contained in the Account Agreement may also apply to such overdrafts.

10. COMMUNICATIONS (a) County agrees that Bank may electronically record or

monitor any telephone communications with County in those countries which permit that practice. If Bank's records about any such communication are different from County's, Bank's records will govern.

(b) If County chooses to use unencrypted electronic mail to initiate payment requests or other instructions or otherwise communicate with Bank, County's use of such electronic mail with respect to a Service will be subject to the terms and conditions of these General Provisions and will comply with the applicable User Documentation. County further agrees to bear the risk that such electronic mail may be corrupted, modified, garbled or hacked or its confidentiality may be breached by a third party and the risk that Bank will rely on such mail, which appears to be from County but which is unauthorized, and that such reliance will result in a loss. In addition, County agrees that Bank may rely on the integrity of facsimile transmissions

Dallas Cty TX - Gen Prov - 05192011v2 Bank of America· Confidential © 2010 Bank of America Corporation

that you send Bank and County agrees to bear the risk that the information Bank receives differs from that sent to Bank, and that such reliance will result in a loss.

11. E·STATEMENTS If County uses a Website, County will receive e-Statements

electronically, unless County opts out. If County is not currently receiving e-Statements, Bank reserves the right to switch County to receipt of e-Statements unless County notifies Bank that County wishes to opt out. County may opt out by contacting County's treasury services representative. County agrees that this Agreement constitutes an agreement under the Uniform Electronic Transactions Act pursuant to applicable state law.

12. PERFORMANCE (a) Bank will be responsible only for performing the

Services expressly provided for in the Agreement. (b) Bank may contract with an outside vendor in providing

any of these Services. With respect to any Service, Bank will provide County with assistance by telephone at the numbers and during the hours specified by Bank in writing from time to time.

(c) County is responsible for maintaining the security of its data and ensuring that it is adequately backed-up. Bank is not responsible for County's loss of its data.

13. ADVERTISING Neither County nor Bank shall use the other party's name

or refer to the other party directly or indirectly in any solicitation, marketing material, advertisement. news release or other release to any publication without receiving the other party's specific prior written approval for each such use or release, except that Bank may use County's name as a reference in service proposals if it has obtained County's prior oral approval for such use. This section shall not limit either party's ability to satisfy any required governmental or judicial disclosure.

14. NOTICES Any written notice or other written communication to be

given under the Agreement shall be addressed to each party at its address set forth at the end of these General Provisions or to such other address as a party may specify in writing. Notices shall be effective upon receipt, except as otherwise provided in the Agreement.

15. ACCESSING SERVICES VIA THE INTERNET (a) Bank may make certain Services available via one or

more Websites. (b) In addition to any other terms and conditions

applicable to County's use of such Websites, Bank reserves the right to suspend County's access to, and use of, a Website upon notice of a violation of any of the terms and conditions applicable to such access and use. In addition, Bank may suspend County's access to, and/or use of, a Website immediately without notice where such action may be required to prevent interference with or disruption to services to other customers, to protect the integrity of Bank's systems, or as may be required by law or regulation.

(c) Websites shall only be used for lawful purposes. Without limiting the foregoing, County agrees not to use a Website in any way that would:

• infringe any third party copyright, patent, trademark, service mark, trade secret or other proprietary rights or rights of publicity or privacy; be fraudulent or involve the use of counterfeit or stolen items; violate any law, statute, ordinance or regulation (including, without limitation, those governing export control, unfair competition, anti-discrimination, defamation or false advertising) or any applicable foreign exchange controls;

00-35·Q167NSBw 05-09-2011 DS Page of

GENERAL PROVISIONS

• violate any contractual provision by which County is bound;

• be false, misleading or inaccurate; • create liabJlity for Bank or any service provider(s) or

cause Bank to lose (in whole or in part) the services of any service provider;

• be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;

• interfere with or disrupt computer networks connected to the network(s) used by County; and/or

fI interfere with or disrupt the use by any other customer of the Website and/or of any services accessed via the Website.

(d) Violations of system and network security are prohibited, including but not limited to unauthorized access to, or use of, systems or data. County agrees not to attempt to probe, scan or test the vulnerability of a system or to breach security or authentication measures or to seek to interfere with any system or network security. Bank wlll investigate v·lolations of system and/or network security and may involve law enforcement jf criminal conduct is suspected. Indirect or attempted violations of these terms and conditions by County, and any actual or attempted violations by a third party on County's behalf, shall be considered violations by County.

(e) County agrees to follow all Bank's procedures and requirements with respect to security in accessing and using a Website and not to misrepresent County's identity. Where passwords or other access information may be required, County is solely responsible for the security of such access information and will hold Bank harmless from any unauthorized access to or use of systems that may result from County's failure to properly maintain the security of such access information.

(f) County agrees to cooperate with Bank and any serv·lce provider(s) with regard to County's access to, and use of, a Website, including providing such technical assistance and information as Bank may reasonably request.

(g) County agrees to access and use Websites only for the purpose intended and not for any purpose of commercial exploitation.

16. AGREEMENT (a) Except with respect to terms governing a Website to

which County agrees when County uses a Service through such Website, this Agreement constitutes and represents the entire agreement between County and Bank regarding the Services Bank provides County anywhere in the world and supersedes and extinguishes all prior agreements, understandings, representations, warranties and arrangements of any nature (including requests for proposals and other sales material), whether oral or written, between the parties relatlng to any such Service (including any International Treasury Services Terms and Conditions booklet, but exclud·lng the current Account Agreement). Except as otherwise expressly provided in this Agreement, the Agreement controls in the event of any conflict between it and any relevant User Documentarlon, any other document or written or oral statement (including but not limited to the Account Agreement except as applicable law requires otherwise), but excluding terms governing a Website as noted above.

(b) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR. CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

17. SEVERABILITY If any provision of the Agreement or the application of any

such provision to any person or set of circumstances is determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of the Agreement, and the application of

Dallas ely TX - Gen Prov - 05192011v2 Bank of America ~ Confidential © 2010 Bank of America Corporation

such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shaH continue to be valid and enforceable to the fullest extent permitted by law.

18. WAIVER No delay or failure to exercise any right or remedy under

the Agreement shall be deemed a waiver of such right or remedy. No waiver of a single breach or default under the Agreement shall be a waiver of any other breach or default. Any waiver under the Agreement must be in writing.

19. ASSIGNMENT Bank may assign any of its rights or duties under the

Agreement with prior written notice to County; provided, however, that Bank stipulates any assignment shall be conditioned upon the assignee conforming to the existing terms, conditions and requirements of this Agreement, and subject to U.S" federal banking laws, as applicable. County may assign any of its rights or duties under the Agreement with Bank's prior written consent. Bank notice and County requests for consent shall be sent to the respective County or Bank address set forth at the end of these General Provisions. The Agreement and the respective rights and obligations of the parties shall insure to the benefit of and be binding upon the successors and assigns of the parties, as well as the parties.

20. PARTIES IN INTEREST/RELATIONSHIP The Agreement shall be binding upon and inure to the

benefit of the parties and their respective successors and permitted assigns. The Agreement is not for the benefit of any other person, and no other person shall have any right under the Agreement against County or Bank, Nothing contained in the Agreement shall create any agency, fiduciary, joint venture or partnership relationship between County and Bank.

21. GOVERNING LAW (a) With respect to each Service, this Agreement is

governed by and interpreted according to (i) U,S, federal law and (i\) the law of the State of Texas, without reference to the principles of conflicts of law of the U.S. and of such state,

22. VENUE The Agreement is performable and enforceable in Dallas

County, Texas where the principal office of County is located, and the state courts of Dallas County, Texas shall be the sole

GENERAL PROVISIONS

and exclusive venue for any litigation, special proceeding, or other proceeding between the parties that may be brought, or arise out of, or in connection with the Agreement.

23. COMPLIANCE WITH LAWS In providing each Service under the Agreement, Bank wi!!

observe and comply with an applicable federal and state laws, rules and regulations, Bank shall be responsible for ensuring its compliance with any laws, rules and regulations applicable to the banking industry or business in relation to providing each Service under the Agreement.

24. NON·COLLUSION To the best of its knowledge, Bank warrants that it has not

employed or retained any company or person, other than bonafide employees working solely for Bank, to secure the Agreement, and that it has not paid or agreed to pay any company or person, other than bona-fide employees working solely for Bank, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting from the award or making of the Agreement. Breach of this warranty shall give County right to annul the Agreement without liability or otherwise recover full amount of any such fee, commission, percentage, brokerage fee, gift or contingent fee,

26. SIGNATURE AND AUTHORITY The County named on the signature page wl!l be deemed a

"County" and each of the banking institutions named on such page will be deemed a "Bank." The individual(s) signing on behalf of County has the tille(s) specified for County and intends by so signing these General Provisions that County be bound by these General Provisions. County warrants that it has taken all action required by its organizational or constituent documents to authorize the underSigned, any incumbent occupying the same position as the undersigned or any person authorized by County's board resolution delivered to Bank, acting alone, to execute and deliver on behalf of County these General Provisions, any relevant Service Addenda and any other documents Bank may require with respect to a Service. County is authorized to enter into all transactions contemplated by the provision of one or more Services to County. These may include, but are not limited to, giving Bank instructions with regard to Electronic Funds Transfer Services and deSignating employees or agents to act in the name and on behalf of County, These General Provisions may be signed by Bank in counterparts.

IN WITNESS WHEREOF, each of the parties has caused this General Provisions to be executed as of duly authorized officer(s).

_____ . by its

BANK COUNTY

Bank of America, N.A. [BANK NAME]

Title' Dallas County Judge By

(Signature) (Print or Type)

(Print or Type)

l By

Name:

Title· (Print or Type)

(Print or Type)

For Counties which are U.S. legal entities, guidelines for completion: If County specified above is a corporation, then an authorized officer other than the person signing the Certification on the next page must sign this form; if each County is a partnership, limited liability company, limited liability partnership or sole proprietorship, then all general partners, all members or the proprietor must sign this form unless County's organizational or constituent documents specify otherwise; if each County is a governmental entity, the Treasurer must sign this form, unless County's charter specifies otherwise,

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GENERAL PROVISIONS

Certification for General Provisions

The undersigned certifies that the signature appearing on the prevIous page for County is the true signature of a person authorized to execute the form on behalf of County, and further certifies that the undersigned has full authority to execute this certification. Bank is ent'rtled to rely upon this cert'lflcation until written notice of Its revocation is del'lvered to Bank.

~ By

Name' Clay Le i enkins Print or Type]

HI, Dallas County Judge [Print or Type)

Dat,d: May 31, 2011

GUidelines for completion: If County specified above is a corporation, the chairman, president, chief executive officer, chief financial officer, treasurer, corporate secretary or an assistant corporate secretary who did not sign the previous page must sign this Certification: if a partnership, limited liability company or limited liability partnership, one of the general partners or members must sign this Certification; if a governmental entity, the entity's counsel must sign this Certification, Sole proprietors do not need to complete this Certification.

NOTE: If County is not a U.S. legal entity, it is not required to complete this Certification.

The following addresses may be used for giving notices in connection with the Agreement except as County or Bank provide the other party different addresses to be used in conjunction with County's accounts or particular Services,

ADDRESS FOR NOTICES TO COUNTY:

Telephone Num.::b:.:e"r:'--'-_---'-___________ _

Fax Number:

FOR BANK USE ONLY

Gel Number(s):

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ADDRESS FOR NOTICES TO BANK

Bank of America Corporation

Documentation Management (CA4-706-04-07)

P.O. Box 27128

Concord, CA 94527~9904

Fax Number: (925) 675-7131

and, if filled in, the following:

Telephone Number:

Fax Number:

Dallas Cty TX - Gen Prav - 05192011v2 Bank of America· Confidential © 2010 Bank of America Corporation

BankofAmerica ~,.. ~ .....

Treasury Services Agreement Automated Clearing House (ACH) Service Addendum

This Service Addendum is made between County and Bank and, together with the General Provisions between County and Bank, forms the Agreement between the parties with respect to the Services defined below. Capitalized terms used and not defined in this Service Addendum have the meanings assigned in the Genera! Provisions.

The accompanying List of Banks and Services includes the names of the Services currently offered by Bank which are covered by this Addendum. (This Addendum does not cover cross-border ACH transactions and other international electronic funds transfers, which are covered by the Wire Transfer and International Electronic Funds Transfer Service Addendum.) Bank may update the list from time to time. County may contact its Bank representative at any time in order to receive an updated list.

1. DEFINITIONS (a) "Bank Statement" means, for the applicable account,

(i) each periodic account statement issued to County by Bank, (ii) any written or electronic advice to County from Bank or (iii) any electronic report produced through one of Bank's information reporting services which County receives.

(b) "Depository Transfer Checks" or "DTCs" means depository transfer checks and preauthorized checks to debit Receivers' accounts to accomplish the same purpose as debit Entries.

(c) "Collected and Available Funds" means funds in an account equal to the ledger balance minus float which, in Bank's reasonable determination, are not subject to a hold, dispute or legal process preventing their withdrawal.

(d) "Effective Entry Date" means the date specified, in accordance with the NACHA Rules, on the Entry by the Originator on which the Originator intends the Entry to be settled.

(e) "Entry" has the meaning provided in the NACHA Rules and also includes any data for Entries, and any prenotification.

(f) "NACHA Rules" means the rules of the National Automated Clearing House Association (including any other clearing house rules applicable to automated clearing house transactions), as amended from time to time.

(g) "ODFI" means an Originating Depository Financial Institution as defined in the NACHA Rules.

(h) "Originator" has the meaning provided in the NACHA Rules.

(i) "RDFI" means a Receiving Depository Financial Institution as defined in the NACHA Rules.

G) "Receiver" has the meaning provided in the NACHA Rules.

(k) "ReversaliDeletion Request" means a request for a Reversal or a request to delete a previously delivered Entry.

(I) "Reversals" means data for reversing Entries. (m) "Security Procedure" means, unless otherwise agreed

in writing by County and Bank, the applicable security procedure specified for the data delivery type or Service used by County for verifying the authenticity of Entries or ReversaliDeletion Requests, as described in the applicable User Documentation.

(n) "Service" means each ACH Service which allows County to transfer funds to or from County's accounts by initiating Entries which may be sent through the ACH system or directly to another bank or processed directly to accounts with Bank, as more fully described in the applicable User Documentation.

(0) "Standalone Account" means one or more demand deposit accounts maintained by County with us that is not linked to another account as part of a treasury service relationship or that is not linked as a sub-account to another account in a treasury service relationship.

Dallas Cty TX· ACH Svcs Add - 05192011v1 00-35-0146NSB 02-12-2010 PS

(0) "UCC 4A" means Article 4A of the Uniform Commercial Code - Funds Transfers, as adopted by the state in the United States of America whose law applies to a Service, as amended from time to time.

(p) "User Documentation" means any written information Bank provides to County, including information in electronic format, as amended from time to time, which contains detailed instructions regarding the use of a Service as provided by a particular banking center or office. User Documentation may vary from one jurisdiction to another. Current User Documentation is available upon County's request.

2. ACH SERVICES (a) The Agreement becomes effective with respect to a

Service only after Bank has approved County's use of the Service. Bank may send Entries to any ACH processor selected by Bank or directly to another bank. County authorizes Bank to issue Depository Transfer Checks (DTCs), as instructed by County or as reasonably determined by Bank as appropriate.

(b) Before using a Service, County will provide Bank a written list, in a form acceptable to Bank, of persons authorized by County to verify the authenticity of Entries and Reversal/Deletion Requests in accordance with the Security Procedure and to perform certain other duties in connection with a Service. County shall update such list from time to time as necessary to reflect any changes in authorized persons. Bank may rely on information and any instructions from any person identifying himself or herself by a name which is included on such list.

3. SECURITY PROCEDURE (a) County agrees to use the Security Procedure, if any,

when County delivers Entries or Reversal/Deletion Requests to Bank. The purpose of the Security Procedure is to verify the authenticity of Entries and Reversal/Deletion Requests delivered in the name of County to Bank and not to detect errors in the transmission or content of any Entries and Reversal/Deletion Requests. Each time County uses a Service, County represents and warrants to Bank that it has determined that, in view of County's requirements, the Security Procedure is a satisfactory method of verifying the authenticity of Entries and Reversal/Deletion Requests. County agrees that Bank may act upon any Entry or Reversal/Deletion Request, the authenticity of which has been verified by Bank through the use of the Security Procedure.

(b) County shall have sole responsibility for the custody, control and use of all Materials. County agrees that no individual will be allowed to initiate a request or other instruction contemplated in the Agreement or to have access to any Materia!s without proper supervision and strict security controls. Bank will be fully protected in relying on the correct user identification codes and passwords, as described in the applicable User Documentation.

Page 1 of 5 © 2010 Bank of America Corporation Bank of America" Confidential

4. COUNTY RESPONSIBILITIES (a) County will deliver Entries to Bank as provided in the

User Documentation and the NACHA Rules. (b) County must maintain and designate account(s) with

Bank which Bank will use for debiting or crediting with respect to all Entries and DTCs and related adjustments and charges under the Agreement County must have Collected and Available Funds on deposit in its account sufficient to cover its payment obligations for a Service.

(c) Bank generally debits County's account for credit Entries (including debit Reversals) on the settlement date, unless County is prefunding the Entries. Prefunding means that County pays for all credit Entries by such time before the settlement date as Bank may specify, using a Standalone Account If County's account is not a Standalone Account, Bank may at any time convert it to a Standalone Account for prefunding. Bank may, at its discretion, at any time and without notice, require payment before Bank processes County's Entries. Even if Bank has done so in the past, Bank is not obligated to process any Entries without having first been paid by County, but, if Bank does so, the amount is immediately due and payable without notice or demand.

(d) County shall pay Bank for the amount of any returned debit Entries (including rejected debit Entries), any returned DTCs or any adjustment Entries accepted by Bank, which Bank has previously credited to County's account Such amounts shall be immediately due and payable by County to Bank. Returned debit Entries and returned DTCs, if any, appear on County's reports to the extent agreed by County and Bank, and County agrees that Bank need not send a separate notice of debit Entries or DTCs which are returned unpaid.

5. BANK RESPONSIBILITIES (a) Subject to Bank's right to reject or return Entries

under subsection 5(b) of this Service Addendum, Bank will process Entries received from County and (i) send Entries to the ACH processor selected by Bank or directly to another bank for settlement on the Effective Entry Date shown in the related Entries or (ii) send on-us Entries directly to the Receiver's account for credit or debit or other processing, as appropriate, on the Effective Entry Date shown in the related Entry; provided such Entries are received by Bank on a Business Day by its applicable processing deadline, as specified in the applicable User Documentation. Entries received by Bank after the applicable processing deadline on a Business Day may be treated by Bank as received on the next Business Day. Entries will be deemed received by Bank when Bank receives the complete file at the location specified in the User Documentation,

(b) Bank may reject any Entry if it does not comply with the requirements of the Agreement or the applicable User Documentation, including certain ACH processing limits described in the User Documentation, or which Bank has been unable to verify through use of the Security Procedure. Bank may also reject any Entry if it may be returned for any reason under the NACHA Rules or if County breaches its payment obligations for any Service. Bank may also, with immediate notice to County, no longer accept or process County's debit Entries. Bank will give notices of rejection to County by telephone, by electronic means, by facsimile or by mail within the time period specified in the applicable User Documentation. Notices of rejection shall be effeclive when given to and not received by County. Bank will have no liability to County for the rejection of any Entry as permitted under the Agreement, and Bank will

Dallas Cty TX - ACH Svcs Add· Q5192011v1 00-35-0146NSB 02-12-2010 PS

AUTOMATED CLEARING HOUSE (ACH) SERVICE ADDENDUM

have no obligation to pay interest for the period before County receives the notice of rejection. If any Entry is rejected, it is County's responsibility to correct any Entry it intends to resubmit.

(c) Except as otherwise expressly provided in the Agreement, Bank will not be required to act upon any instruction from any person or to give notices to any person.

6, CANCELLATION OR AMENDMENT BY COUNTY Bank has no obligation to cancel or amend Entries after

Bank receives them. If County sends Bank a Reversal/Deletion Request and Bank is able to verify the authenticity of the ReversalfDeletion Request using the Security Procedure, Bank will make a reasonable effort to act on the request. Bank has no liability if such ReversalfDeletion Request is not implemented (for example, but not limited to, if it is returned for non-sufficient funds). County agrees to indemnify Bank in connection with any such Reversal/Deletion Request as provided in UCC 4A. County's obligations under this section 6 shall sUlvive termination of any Service.

7, LIMITATION OF LIABILITY; COMPENSATION For each ACH Service, the following replaces in its

entirety subsection (a) of the applicable Limitation of Liability section of the Genera! Provisions:

(a) (i) For Entries which are subject to UCC 4A, Bank will be liable only for Damages required to be paid under UCC 4A, except as otherwise agreed in the Agreement.

(ii) For all Entries not subject to UCC 4A and for all other obligations under the Agreement, Bank's liability is limited to actual Damages, resulting directly from Bank's willful misconduct or failure to exercise reasonable care, not exceeding the following, as applicable: (A) in case of an excessive debit to County's account, the amount of the excess plus compensation equivalent to interest; (B) in case of payment to an account not specified by County, the amount of the payment plus compensation equivalent to interest; (C) in case of any delay in crediting a debit Entry or DTC to County's account, the amount of compensation equivalent to interest for the period of delay; or (D) in all other cases, the actual damages incurred by County.

(iii) County will use reasonable efforts to assist Bank in recovering the amount of any overpayment for which Bank is liable.

(iv) If Bank is obligated to pay interest compensation, Bank will pay such compensation or credit County's account, as Bank determines, upon County's written request. Bank will calculate compensation for the relevant period as specified in the Account Agreement."

8. PROVISIONAL PAYMENTS (a) County agrees to be bound by the provision of the

NACHA Rules that payment of a credit Entry by the RDFI to the Receiver is provisional until the RDFI receives final settlement for the Entry. If final settlement is not received, the RDFI is entitled to a refund from the Receiver of the amount credited. This means that the Receiver will not have been paid.

(b) Any payment to County by Bank for any debit Entry, returned credit Entry or credit Reversal is proviSional until Bank receives final settlement for the Entry. If final settlement is not received, Bank is entitled to a refund and Bank may charge County's account for the amount credited. Bank may delay the availability of any amount credited for a debit Entry or credit Reversal if it believes that there may not be sufficient funds in County's account to cover chargeback or return of the Entry or

Page 2 of 5 © 2010 Bank of America Corporation Sank of America - Confidential

Reversal. Bank's rights under this subsection 8(b) shall survive termination of this Addendum.

9. INCONSISTENCY OF NAME AND NUMBER An RDFI can make payment to a Receiver based solely on

the account number, even if the name in the Entry differs from the name on the account. Bank may send an Entry to an RDFI based solely on the bank identifying number, even if County provides Bank with a different RDFI name.

10. NOTICE OF ACCOUNT STATEMENT DISCREPANCIES Information concerning Entries acted upon by Bank will be

reflected in one or more Bank Statements. County must give Bank written notice (including a statement of relevant facts) within 14 calendar days after County receives the first Bank Statement indicating a discrepancy between County's records and the information shown in the relevant Bank Statement. If County fails to give Bank the required notice, Bank will not be liable for any loss of interest or for any compensation for any loss or cost relating to an unauthorized or erroneous debit to County's account or relating to any other discrepancy in the Bank Statement. County must notify Bank promptly by telephone, with such notice confirmed in writing, if it learns of or discovers from any source other than a Bank Statement, information concerning an unauthorized or erroneous debit to County's account.

11. COMPLIANCE WITH NACHA RULES; LAWS; AND ADDITIONAL REQUIREMENTS

(a) County and Bank shall comply with the NACHA Rules for all Entries whether or not an Entry is sent through the ACH network. County acts as an Originator and Bank acts as an ODFI with respect to Entries. The NACHA Rules govern if they conflict with this Agreement, except that the file specification requirements in the User Documentation govern if they conflict with the NACHA Rules. For Entries that may be processed directly to accounts with Bank, debits and returns may be reported on next day information reporting. The User Documentation will govern if such timing conflicts with the NACHA Rules.

(b) Where a preauthorized debit Entry from a consumer's account varies in amount from the previous debit Entry, County will comply with the notice requirements set forth in the NACHA Rules, the Electronic Funds Transfer Act and Regulation E of the Board of Governors of the Federal Reserve System, as applicable.

(c) County agrees to comply with applicable laws and regulations. County may not use this Service for any illegal transaction or activity, including under the regulations and laws

Dallas Cty TX • ACH Svcs Add - 05192011v1 00-35-014BNSB 02-12-2010 P$


of the receiver of County's transaction. County's compliance includes adherence to applicable laws and regulations, including United States economic sanctions laws and regulations, including regulations issued by the Office of Foreign Assets Control of the U.S. Department of the Treasury, and Executive Orders issued by the President of the United States.

(d) If County is acting as a third party processor, Bank may request that County furnish to Bank additional information. Such information may include, without limitation, data: (i) regarding County's financial condition; (ii) verifying County's customers and the nature of their businesses; and (iii) sufficient for Bank to determine whether County is working with additional ODFls.

(e) Each time County uses a Service (i) County represents and warrants that it has obtained the appropriate authorization from each Receiver and the Entries conform to the authorization and comply with the NACHA Rules, and (ii) County makes the same warranties to Bank as Bank makes under Section 2.2 or any successor section of the NACHA Rules.

12. CHANGES TO PROCESSING INSTRUCTIONS County may request Bank at any time to change the

processing instructions for a Service by contacting its Bank representative. Bank will not be obligated to implement any requested changes until Bank has had a reasonable opportunity to act upon them. In making such changes, Bank is entitled to rely on requests purporting to be from County. For certain changes, Bank may require that County's requests be in writing, in a form and manner acceptable to Bank, or be from an authorized person designated by County. In addition, certain requests may be subject to Bank's approval.

13. BANK AGREEMENT Each County named on the signature page will be deemed

a "County" and each of the banking institutions named on such page will be deemed a "Bank." The individual(s) signing on behalf of each County has the title(s) specified for the applicable County and intends by so signing the Service Addendum that each County be separately bound by the Service Addendum. This Service Addendum, together with the General Provisions between a County and a Bank, will constitute a separate Agreement between each such County and each such Bank. This Service Addendum may be signed by Bank in counterparts.

Page30f5 © 201 0 Bank of America Corporation Bank of America ~ Confidential


IN WITNESS WHEREOF, each 01 the parties has caused this Service Addendum to be executed as of , by its

duly authorized officer(s).

COUNTY(S)

County of Dallas, State of Texas (COUNTY'S LEGAL NAME)

Title:

Dallas County Judge (Print or Type)

(COUNTY'S LEGAL NAME)

Title: (Print or Type)

Dallas Cty TX - ACH Svcs Add - 05192011v1 00-35·0146NSB 02-12-2010 PS

----

Title:


County of Dallas (Print/Of,Type)

[SIGNATURE!I

BY}~~~ __ Name:

Clay (Print or Type)

FOR BANK USE ONLY

Gel Number(s):

Page 4 of 5 © 2010 Bank of America Corporation Bank of America - Confidential

[BANK NAME]

BANK(S) By

Bank of America, N.A. [BANK NAME]

Name:

By: (Signature)

Name: (Print or Type) (Print or Type)

Title: Title: (Print or Type)

(Print or Type)

Note: Up to three County names can be listed above if the individual signing above has authorization to sign on behalf of each County. Any unused name blocks should be crossed out.

Dallas Cty TX - ACH Svcs Add - 05192011v1 DO-35-0146NSB 02-12-2010 PS Page50f5

Bank of America ~ Confidential © 2010 Bank of America Corporation

Bank of America Treasury Services Agreement Commercial and Corporate Card Service

Addendum

This Service Addendum is made between County and Bank and, together with the General Provisions between County and Bank, forms the Agreement between the parties with respect to the Services defined below, Capitalized terms used and not defined in this Service Addendum have the meanings assigned in the General Provisions,

The accompanying List of Banks and Services includes the names of the Services currently offered by Bank that are covered by this Addendum, Bank may update the list from time to time, County may contact its Bank representative at any time in order to receive an updated list

1. DEFINITIONS (a) "Card" means each plastic charge card which Bank

issues for County's Card Account under the Service. (b) "Card Account" means each MasterCard or Visa

account which Bank issues to County or to a Cardholder under this Service, including an account for which only an account number and no Card is provided,

(c) "Cash Advance" means use of a Card Account to obtain cash from a participating financial institution, merchant or ATM, to write a Convenience Check or to obtain items readily convertible into cash, such as money orders, travelers checks, foreign currency, lottery tickets, casino chips and race-track wagers.

(d) "Card Administrator" means one or more individuals designated by County in writing, as Bank's primary contact for the Card Accounts, who is authorized to take actions necessary or appropriate to maintain the Card Accounts, including without limitation designating persons to receive Card Accounts, receiving communications from Bank relating to the Card Accounts, requesting the closure of Card Accounts and othenwise communicating with Bank with respect to the Card Accounts,

(e) "Cardholder" means County's employee or any other person who County designates in writing and who Bank approves to receive a Card Account If County or a Cardholder makes a Card Account number available to another party, that person will also be considered a Cardholder,

(I) "Convenience Check" means a check which Bank may provide to County on a Card Account

(g) "Service" means each Commercial and Corporate Card Service which allows the County to open Card Accounts for County's business purposes. With the Commercial Card Services, which are designed principally for medium sized companies, County may obtain a single Card for managing purchases, travel and fleet spending. With the Corporate Card Services, which are designed for large companies, County may obtain separate purchasing, travel or fleet Cards or a Card combining all three functions. Detailed information regarding such services is available in the applicable User Documentation.

(h) "Transaction" means the purchase or reservation of goods or services or a cash advance made or facilitated by use of a Commercial Card, Convenience Check or Card Account

(i) "Unauthorized Use" means use of a Card Account, Card or Convenience Check by a person (i) who is not County's Cardholder, employee or agent, (ii) who does not have actual, implied or apparent authority to use the Card Account and (iii) whose use does not benefit County directly or indirectly.

G) "User Documentation" means any written information Bank provides to County, including information in electronic format, as amended from time to time, which contains detailed instructions regarding the use of a Service, as provided by a particular banking center or office. User Documentation may

Dallas Cty TX - Corp Card Svcs Add - 05192011v1 Page 1 of 4

vary from one jurisdiction to another. Current User Documentation is available upon County's request.

2. BANK RESPONSIBILITIES (a) Bank will open Card Accounts upon County's request

which Cardholders may use to conduct Transactions for County's business. Bank will assume that all Transactions made on a Card Account are authorized by County until Bank receives and has had a reasonable period of time to act upon written notice from County that the Cardholder is no longer authorized to use the Card, Convenience Checks or the Card Accounts. Pursuant to County's instructions, each Card Account Bank opens shall have one or more of the following features:

- travel and entertainment - purchasing - fleet/automotive (b) Bank may also provide Convenience Checks on

County's request with respect to County's Card Accounts. Bank can also establish a Card Account for which Bank assigns only a Card Account number, but Bank does not issue a Card or Convenience Checks. If County so requests, Bank will provide the Cardholder, at the address that County or the Cardholder specifies, a monthly billing statement reflecting the use of the relevant Card Account. Bank may deny authorization of any Transaction if Bank suspects fraudulent activity or Unauthorized Use or for any other reason. Notwithstanding anything to the contrary in the Limitations of Liability section of this Agreement, Bank will not be liable for any failure to authorize a Transaction.

3. COUNTY'S RESPONSIBILITIES (a) County shall use each Card Account solely for County's

business purposes. (b) County shall pay for each Transaction, regardless of its

purpose or whether County signed a sales draft or received a receipt, in addition to Bank's fees and charges.

(c) County represents and warrants to Bank that each Cardholder is a current employee or agent of County's company. County will promptly furnish such financial and other information as Bank requests for the purpose of reviewing County's ability to perform County's obligations to Bank. County represents and warrants to Bank that all such information about County's employees, agents or County's company is accurate, sufficiently complete to give Bank accurate knowledge of County's financial condition and in compliance with all applicable rules, regulations and laws.

(d) County and each Cardholder will check to ensure that the information embossed on each new Card or printed on each Convenience Check is correct, and County will contact Bank immediately if there is an error.

4. CHARGE LIMITS Bank will give County one total charge limit for all County's

Card Accounts. Bank will also assign an individual charge limit for each Card Account. Bank may increase or decrease the total charge limit or any individual limit at Bank's discretion. County agrees not to incur obligations which would cause the total charge limit for all County's Card Accounts to be exceeded. If County does exceed this limit, or if any Cardholder's individual charge limit is exceeded, Bank may deem the entire balance owing to be immediately due and payable, andlor Bank may refuse any Transactions on all Card Accounts or the individual Card Account until a payment is made to reduce the balance below the total charge limit or the individual charge limit.

5. TRANSACTIONS IN OTHER CURRENCIES MasterCard® or Visa® will convert to U.S. Dollars any

charge made in a currency other than U. S. Dollars at a rate detenmined under MasterCard or Visa regulations, as applicable. The conversion rate may be different than the rate in effect on the date of the Transaction. Bank will post to the Card Account the converted U.S. Dollar amounts.

6. DISPUTES WITH MERCHANTS AND SUPPLIERS (a) Bank will have no liability for goods or services

purchased with, or for a merchant's or supplier's failure to honor purchases made with, a Card Account, Convenience Check or Card. County agrees to make a good faith effort to resolve any dispute with a merchant or a supplier arising from a Transaction. In a dispute with a merchant or supplier, Bank will be subrogated to County's rights and each Cardholder's rights against the merchant or supplier and County will assign (and cause the Cardholder to assign) to Bank the right to assert a billing error against the merchant or supplier. County will, and will cause the Cardholder to. do whatever is necessary to enable Bank to exercise those rights. Bank may reverse from any Card Account any Transactions relating to the dispute.

(b) A merchant or supplier may seek prior authorization from Bank before completing a Transaction. If County advises Bank in writing that County desires to restrict Transactions to merchants falling within certain categories Bank designates in the User Documentation, Bank will take reasonable steps to prevent authorization of Transactions from other types of merchants. Bank, however, will not be liable to County if merchants or suppliers nonetheless accept a Card, Convenience Check or Card Account for other types of Transactions, or if authorization for a Transaction is not given.

7. CONVENIENCE CHECKS (a) If Bank provides Convenience Checks with regard to a

Card Account, they may not be used to make payment on the Card Account. Bank may pay a Convenience Check and post its amount to the Card Account regardless of any restriction on payment, including a Convenience Check that is post-dated, that states it is void after a certain date or that states a maximum or minimum amount for which it may be written. Once paid, Convenience Checks will not be returned to County or the Cardholder.

(b) If County wishes to stop payment on a Convenience Check, County must call Bank at the customer service number shown on County's billing statement and provide such information as Bank request or is required under the relevant User Documentation. Bank will stop payment if Bank receives County's request on or before the Business Day before the

DalJas ely TX • Corp Card Svcs Add" 05192011 v1 Page 2 of4

COMMERCIAL AND CORPORATE CARD SERVICE ADDENDUM

Business Day on which Bank would otherwise pay the Convenience Check. The date on which Bank would pay a Convenience Check may be prior to the date it would post to County's Card Account. A stop payment order will remain in effect for up to six months.

8. CARDLESS ACCOUNTS; ACCOUNTS NOT IN NAME OF INDIVIDUAL

If County uses the Corporate Card Services, Bank may, at County's request, establish a Card Account for which no Card is issued or establish a Card Account with a designation which is not an actual individual, including, without limitation, designation of a vehicle identification number, license number, department name or "Authorized Representative" on the Card Account. NotWithstanding any other term in this Agreement, County agrees to be solely responsible for the use of any such Card Account, including, without limitation, any Unauthorized Use, and County agrees not to make any claim or request related to any Unauthorized Use of such a Card Account.

9. PAYMENT OF CARD ACCOUNTS; SECURITY INTEREST (a) Bank will provide to the Card Administrator, or other

person County designates in writing to Bank, a monthly billing statement which will identify each Transaction posted during the billing cycle and the date of the Transaction. Unless otherwise determined by Bank, the official billing statement will be in paper, not electronic, form. The billing statement will also list any applicable fees and charges for the Services. If County has requested a Card Account for travel and entertainment Transactions. Bank will provide an additional copy of the monthly billing statement covering such use of the relevant Commercial Card to the appropriate Cardholder at the address which County or the Cardholder provides to Bank.

(b) County will pay to Bank the total amount shown as due on each billing statement on or before the due date shown on the statement. If County does not make a payment in full by the specified due date, in addition to Bank's other rights, Bank may assess a late fee and finance charge as set forth in the schedule of fees and charges. County has no right to defer any payment due on any Card Account.

(c) Unless otherwise agreed by Bank, payments must be made using an ACH service. As specified by County, Bank may initiate ACH debits to any deposit account at any financial institution. All payments must include the complete Card Account number in order to be processed and for County to be credited with making payment. If County arranges for direct payment by Cardholders, such an arrangement will not change County's responsibilities under this Agreement, including County's obligation for payment.

(d) County grants to Bank a security interest and contractual right of setoff in and to ali deposits now or subsequently maintained with Bank or any of Bank's affiliates or Subsidiaries. In connection with that grant, County authorizes Bank to enter into a master control agreement with Bank's affiliates authorizing, upon the occurrence and continuance of any default, the disposition of any such deposits to satisfy all liabilities incurred in connection with these Services, without County's further consent. The grant of this security interest shall survive termination of these Services.

10. LOST OR STOLEN CARDS; UNAUTHORIZED USE In the event of a possible loss or theft of a Card,

Convenience Check or Card Account or possible Unauthorized Use, County will give Bank notice by telephone or telefax to the numbers set forth in the User Documentation. County agrees to give Bank this notice as soon as practicable but in any event within 24 hours after discovery of the known or suspected loss or theft or Unauthorized Use. If notice as provided in this paragraph is given within the first 24 hours and County assists Bank in investigating facts and circumstances relating to the loss, theft or possible Unauthorized Use, including without limitation obtaining an affidavit or similar written, signed statement from the Cardholder, then County will not be liable for Transactions resulting from Unauthorized Use. If Bank has issued fewer than ten Card Accounts to County, County's liability for Transactions by a person who does not have actual, implied or apparent authority to use the Card or Convenience Check and whose use does not result in a direct or indirect benefit to County will not exceed $50 on each Card.

11. LICENSE TO USE COUNTY'S MARKS Upon County's request, Bank may place County's

trademark, tradename, service mark and/or designs ("County's Marks") on the Cards and collateral materials. County will provide the graphics to Bank in sufficient time to allow for review and approval by Bank and, if necessary, the respective card association. County grants to Bank a non~exdusive license to use, during the term of the Services, County's Marks on the Cards and on other materials related to the Card Accounts. County's indemnity under the "Protection from Third Parties" section of this Agreement covers any claim that the use of any of County's Marks infringes the intellectual property right of any third party.

12. EXTENSION OF CORPORATE CARD SERVICES TO AFFILIATES

(a) Upon County's request and submission of a Participant Account form, Bank may approve one or more affiliates of which County is a majority owner for participation in the Corporate Card Services. Each participating affiliate will have the same rights and obligations as County except that no separate charge limit will be assigned. County's charge limit will apply to Transactions on all Card Accounts, including those of County's participating affiliates.

(b) County may terminate an affiliate's participation by giving Bank written notice and a reasonable time to act on such notice. If an approved participant is, or will no longer be, majority-owned by County, County agrees to notify Bank immediately, and Bank may immediately terminate the Card Accounts of such participant.

13. SUPPLEMENTAL GOVERNING LAW AND RESOLUTION OF DISPUTES PROVISIONS

(a) Notwithstanding anything to the contrary in the Governing Law provision in this Agreement, the Commercial and Corporate Card Services are governed by the laws respecting national banking associations and, to the extent not covered by those laws, by the laws of the State of Delaware, without reference to that state's principles of confilcts of law, regardless of where County resides or where a Cardholder uses a Card Account.

Dallas Cty TX - Corp Card Svcs Add ~ 05192011v1


13. ADDITIONAL TERMINATION PROVISIONS (a) Bank may immediately terminate these Services if there

occurs (i) a termination event set forth in the "Termination" section of the General Provisions with respect to County, a participating affiliate or a guarantor of obligations under any Card Account, (ii) a change in County's ownership, if County is a privately-held entity, in excess of 50% or (iii) any of the following with respect to County, a participating affiliate or a guarantor of obligations under any Card Account (A) the failure to payor perform any obligation, liability or indebtedness to Bank or any of Bank's affiliates or subsidiaries, whether under this Agreement or any other agreement, as and when due (whether upon demand, at maturity or by acceleration); (B) the failure to payor perform any other obligation, liability or indebtedness to any other party; (C) death (if an individual) or resignation or withdrawal of any partner or material owner (of a privately-held entity); (D) merger or consolidation with or into another entity; (E) the determination by Bank that any representation or warranty made to any of Bank's affiliates or subsidiaries in any agreement is or was, when it was made, untrue or materially misleading; (F) the failure to timely deliver such financial statements, including tax returns, other statements of condition or other information, as Bank shall request from time to time; (G) the entry of a judgment which Bank deems to be of a material nature; (H) the seizure or forfeiture of, or the issuance of any writ of possession, garnishment or attachment, or any turnover order for any property; (I) the determination by Bank that Bank is insecure for any reason; (J) the determination by Bank that any such person fails to meet credit criteria initially used by Bank to approve the Card Services; or (K) the failure to comply with any law or regulation controlling lts operation.

(b) Upon any termination of the Card Services, (i) the entire balance outstanding on all Card Accounts shall, at Bank's option, become immediately due and payable, and (ii) County will immediately destroy, and will instruct all Cardholders to immediately destroy, all Cards and Convenience Checks. County's responsibility to pay for all Transactions regarding each Card Account will continue until a reasonable period of time after County notifies Bank to close the Card Account or until County pays for all Transactions entered into before Bank closes the Card Account to future use, whichever occurs later. After termination, County and all Cardholders will make no new Transactions on any Card Account. If, however, such Transactions are made, County will be liable for each of them.

Page 3 of 4


IN WITNESS WHEREOF, each of the parties has caused this Service Addendum to be executed as of __ , by its duly authorized officer(s).

COUNTY(S)

County of Dallas, State of Texas (COUNTY'S LEGAL NAME)

Title Dallas County Judge (Print or Type)


Title

(Print or Type)


Title

(Print or Type)

'\ISIGNATUR~

By

Name -n~~~~--~L-----------------------

FOR BANK USE ONLY

BANK(S)

Bank of America, N.A. [BANKNAMEJ

By (Signature)

Name: (Print or Type)

Title

(Print or Type)

[BANKNAMEJ

By (Signature)

(Print or Type)

Title

(Print or Type)


Danas Cty TX - Corp Card Svcs Add - G5192011v1 Page 4 of 4

E-PAYABLES SERVICE AUTHORIZATION FORM

1. DEFINITIONS:

Capitalized terms not defined in this Authorization Form shall have the meaning ascribed in the Bank of America Treasury Services Agreement General Provisions or the Bank of America ePayabies Card Account Agreement, as applicable (the "Agreement").

"Calculation Period II means, initia!!y, the 12-mollth period commencing sixty (60) days after Bank of America receives a fully executed original afthis Agreement and thereafter, each subsequent 12-rnonth period.

"Cycle Days" means the number of days from the start of the billing period to the statement date,

"Grace Days" means the number of days from the statement date that payment is due.

"Large Ticket Interchange Transactions" means certain transactions which, based upon the type of merchant and/or transaction dollar amount, are subject to a Visa or MasterCard large ticket interchange program, as determined by and amended by Visa and MasterCard from time to time.

"Participant" means an affiliate of County of which County is a majority owner and which Countyrequests by submission of a Participant Account Form to participate in the Corporate Card Services. A Participant Account Form, upon completion by County and approval by Bank of America, will be made a part of this Agreement

"Payment Due Date" means the payment due date shown on the Account Billing Statement which date shall be the last day of the Settlement Period.

"Rebate Multiplier" means the multiplier corresponding to the Standard Transaction Volume and Cycle and Grace Days as set forth in the Standard Transactions Rebate Multiplier Table, and the mUltiplier corresponding to the Large Ticket Interchange Transaction Volume and Cycle and Grace Days set forth in the Large Ticket Interchange Transactions Rebate Multiplier Table below,

"Standard Transactions" means the Transaction Volume not meeting the criteria for Large Ticket Interchange Transactions.

"Total Credit Losses" means, for any Calculation Period, the sum of (i) Bank of America1s credit losses on the Accounts for the Calculation Period and (ii) Bank of America's credit losses on the Accounts for any previous Calculation Period which have not been applied against any rebate payable under this Agreement.

"Transaction Volume" means, for any Calculation Period, the total dollar amount of purchase transactions made with the Cards during the Calculation Period, less the total dollar amount of: returned purchases, credit adjustments, Transactions resulting from Unauthorized Use, and disputed charges. Cash advances and Convenience Checks are not included in Transaction Volume.

II. SCHEDULE OF CHARGES:

I >- 2.5% of the total balance due

>- NOTE:

I Minimum Fee - $250.00

l\1aximum Fee - $3,500,00

Late Fee: Assessed if full payment is not received by Payment Due Date.

Finance Charges: I >- Prime Rate + 5.00%

Return Payment Fee (NSF): I >- $29,00 per occurrence

International Transaction Fee* I >- 1% of the U.S. Dollar amount

*lfyou make a Transaction in currency other than U.S. dollars~ Visa or MasterCard will convert the charge or credit into a U.S. dollar amount. The conversion rate on the processing date may differ from the rate on the date of your Transaction. The exchange rate used by Visa will either be 0) a rate selected by Visa from a range of rates available in wholesale currency markets for the applicable central processing date, which raie may differ from the rate Visa receives or (ii) the governmentmandated rate in effect for the central processing date. MasterCard will use an exchange rate of either 0) a wholesale market rate or (ii) a government-mandated rate. We may add a 1 % fee to the U,S. dollar amount of any Transaction that is made in foreign currency or that is made outside the United States even if you pay in U.S. dollars (the "International Transaction Fee"). The International Transaction Fee will be shown in the Activity section on your billing statement. The International Transaction Fee will be aggregated in the Other Fees category on the Summary section of your statement.

Dallas Cty TX -ePayables Svc Auth Form - 05192011v1

III. WAIVER PROGRAM:

Depending on whether the Account is a Visa account or MasterCard account; the Account will be subject to either the Visa Liability Waiver Program or the Ma.·\terCoverage® Liability Protection Program. This coverage is designed to protect financial institutions and companies from employee misuse of the Account resulting in unauthorized Transactions. Bank of America will waive Client's liability for wah/able charges up to the limit of coverage as provided in the liability waiver program (,IWaiver Program") upon notice by the Waiver Program underwriters that the Transaction at issue qualifies as a waivable charge. This waiver will be according to the tenns and subject to the exclusions of the Waiver Program as established from time to time by the Waiver Program Underwriters, including without limitation, the condition that you meet all of your obligations under the Waiver Program which may change from time to time. Current terms of the Waiver Program as set forth in the brochure, which Bank of America \vill provide to you, are incorporated in the Agreement by reference. The Waiver Program may be terminated by Bank of America or the Waiver Program Undenwiters, effective immediately upon notice to you.

IV. INCENTIVE PAYOUT CONDITIONS

The program must meet the following conditions in order to qualify for an incentive payout:

(i) During the Calculation Period, County and Participant pay Bank of America the total amount of the new balance shown as due on each billing statement on or before the Payment due date; and

(ii) Neither County nor Participant has breached any obligation. covenant. representation or warranty contained in the Agreement.

V. INCENTIVE PAYOUT CALCULATION

In the event that all of the above Rebate Conditions are met with respect to the Calculation Period, Bank of America shall pay a rebate to County, which shall be calculated at the end of the Calculation Period in accordance with the respective Multiplier Tables for Standard and Large Ticket Interchange Transactions and using the following equation:

(Transaction Volume for Standard Transactions x Rebate Multiplier) + (Transaction Volume for Large Ticket Interchange Transactions x Rebate Multiplier) - Total Credit Losses

Payment of any rebate shall be made by ACH credit or other means determined by Bank of America, within ninety (90) days following the end of the Calculation Period. No rebate shall be paid to any Participant.

Should one or more of the above Rebate Conditions not be met, Bank of America shall be under no obligation to pay any rebate, although Bank of America may, in its sale discretion, determine to pay a rebate in an amount determined by Bank of America. Bank of America's payment of a rebate in such circumstance shall in no way obligate Bank of America to pay a rebate with respect to any subsequent Calculation Period.

STANDARD TRANSACTIONS REBATE MULTIPLIER TABLE

I ePayables Cycle Days 7 14 14 30 I 30 30 30 30 I

Annual Volume Tiers Grace Days i 3 I 3 I 7 3 I 7 14 20 25 Excludes Large Ticket i REBATE BASIS POINTS !

$10.000.000 $14.999.999 88 83 79 76 I 72 65 58 53 $15.000.000 $19.999.999 98 93 89 86 I 82 75 68 63 $20.000.000 $24,999.999 I , 100 95 91 88 I 84 77 70 65 $25.00.000 i $49.999,999 110 105 101 98 I 9 87 80 75

$50,000.000 I $74,999.999 115 110 106 103 ! 99 92 85 80 $75.000.000 I $99.999.999 120 115 111 108 i 104 97 90 i 85 ,

$100.000,000 I + 125 120 116 113 1 109 102 95 90

LARGE TICKET INTERCHANGE TRANSACTIONS REBATE MULTIPLIER TABLE

Large Ticket Interchange Cycle Days i 7 T14 14 I 30 30 30 30 I 30 Qualified Transactions Grace Days I 3 I 3 I 7 I 3 I 7 I 14 I 20 I 25

Annual Volume REBATE BASIS POINTS $0 $1.499.999 44 39 i 35 I 31 i 27 20 15 I 10

, $1,500.000 $4,999,999 54 49 I 45 1 41 i 37 30 25 I 20 , $5.000.000 $19.999.999

I i 64 59 I 55 51 I 47 0 35 , 30 I

$20.00,000 + 69 64 I 60 I 56 I 52 45 40 1 35

Dallas Cty TX - ePayables Svc Auth Form - 05192011v1 2

By signature of its authorized representative(s) below, County agrees to the terms and conditions above, This form must be signed in ink by an authorized representative(s) and submitted with the original signature to your Bank of America representative,

COUNTY

County of Dallas, Texas (COUNTY'S LEGAL NAME)

Title: Dallas County Judge (Print or Type)

:;rATURE] f}i Nam~ Clay

BANK

Bank of America, N,A. [BANK NAME]

By: (Signature)

Name: (Print or Type)


Dallas Cty TX - ePayables Svc Auth Form - 05192011v1 3

Treasury Services Agreement Payment and Invoice Processing Service Addendum

This Service Addendum is made between County and Bank and, together with the General Provisions between County and Bank, forms the Agreement between the parties with respect to the Services defined below. Capitalized terms used and not defined in this Service Addendum have the meanings assigned in the General Provisions.

The accompanying List of Banks and Services includes the names of the Services currently offered by Bank which are covered by this Addendum. Bank may update the list from time to time. County may contact its Bank representative at any time in order to receive an updated list.

1. DEFINITIONS

(a) "BiIlerN means a non-consumer that is a member of the Network (defined below) and sends invoices to Payers.

(b) "Collector" means a non-consumer that is a member of the Network (defined below) and receives payments and remittance information from Disbursers.

(c) "Disburser" means a non-consumer that uses the Payment Service to send Transaction Requests to Bank and on whose behalf Bank originates an Entry to a Collector.

(d) "Entries" has the meaning provided in the NACHA Rules and also includes any data for Entries and any prenotification.

(e) "Invoice Processing Service" means the service whereby County as a Payer receives invoices from Billers, uses a web user intetiace to manage those invoices and elects whether to use Bank's purchase order presentment process, purchase order matching process, or invoice discounting process. If County's Biller chooses not to use the web user interface for invoice submission, County may elect to use Bank's invoice imaging process whereby County directs its Billers to send invoices to a central facility for imaging and processing of those invoices ("Image Process").

(I) "NACHA Rules" means the rules of the National Automated Clearing House Association (including any other clearing house rules applicable to automated clearing house transactions), as amended from time to time.

(g) "Network" means the third party owned PayMode network made up of Disbursers and Payers, using the Processing Services, as well as Collectors and Billers.

(h) "Payer" means a non-consumer that uses the Invoice Processing Service to receive invoices from Billers.

(I) "Payment Service" means the service whereby County, as a Disburser, requests Bank to originate an Entry on County's behalf and send it together with remittance information, if any, to a Collector.

m "Processing Services" means the Invoice Processing Service and Payment Service covered by this Addendum.

(k) "Reversal/Deletion request" means a request for a Reversal or a request to delete a previously delivered Entry.

(I) "Reversals" mean data for reversing Entries. (m) "Security Procedure" means, unless Bank agrees

otherwise with County, the applicable security procedure described in the Materials for County's data delivery type or Processing Services for verifying the authenticity of Entries or Transaction Requests.

(n) "Transaction Account" means one or more demand deposit accounts maintained by County with Bank or another financial institution and used in connection with the Processing Services.

(0) "Transaction Request" means, using the Payment Service, a message transmitted electronically from County as a Disburser to Bank or its third party processor requesting Bank to originate an Entry to a Collector on County's behalf.

Dallas Cty TX - Pay Invoice Proc Svcs Add-05192011v1 00-35-3558NSBW 09-30-2010 Page 1 of4

(p) The capitalized ACH terms appearing in italics herein are defined in the NACHA Rules.

2. PAYMENT SERVICE AND INVOICE PROCESSING SERVICE

(a) When County enrolls to use the Processing Services, it will choose to enroll as a Disburser or Payer, or both.

(b) With Bank's Payment Service, if County is a Disburser it may request Bank to originate on County's behalf payments to Collectors.

(c) With Bank's Invoice Processing Service, if County is a Payer, it will receive invoices sent to Bank from BHlers, manage those invoices through use of Bank's web user interface, and elect whether to use Bank's purchase order presentment process, purchase order matching process, invoice discounting process, or Image Process.

3. SECURITY PROCEDURE

County agrees to use the Security Procedure when it electronically transmits Transaction Requests to Bank or Bank's third party processor. The purpose of the Security Procedure is to verify the authenticity of Transaction Requests delivered to Bank or its third party processor and not to detect any errors in the transmission or content of these messages. Each time County uses a Payment Service, it represents and warrants that, in view of its requirements, the Security Procedure is a satisfactory method of verifying the authenticity of Transaction Requests. County agrees that Bank or its third party processor may act on any electronically transmitted Transaction Request, the authenticity of which Bank or its third party processor, as applicable, has verified through use of the Security Procedure.

4. COUNTY RESPONSIBILITIES

(a) If County is a Disburser: (i) It must create and transmit to Bank or its

third party processor a Transaction Request for each Entry County wants Bank to originate on its behalf. County must make certain that each Transaction Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation.

(Ii) County must retransmit any Transaction Request or other message initially transmitted to Bank or its third party processor through the Payment Service if County has not received an acknowledgment message from Bank or its third party processor within the time period speCified in the applicable User Documentation.

(iii) County authorizes Bank or its third party processor to originate credits and debits to County's Transaction Account through the ACH network in accordance with this Addendum and the NACHA Rules.

(iv) County must comply with the NACHA Rules for all Transaction Requests and Entries, whether or not a

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Transaction Request or Entry is sent through the ACH network. Bank acts as the Originator, on County's behalf, and Originating Depository Financial Institution (ODFI) with respect to Entries. County will deliver Transaction Requests to Bank as provided in the User Documentation and the NACHA Rules. The NACHA Rules govern if they conflict with the General Provisions, this Addendum or User Documentation, except that the file specification requirements in the User Documentation govern if they conflict with the NACHA Rules.

(v) Before using the Payment Service, County must give Bank a written list, in a form acceptable to Bank, of the persons authorized by County to verify the authenticity of Transaction Requests, Entries and ReversalfDeletion Requests in accordance with the Security Procedure and to peliorm certain other duties in connection with such Service.

(vi) County must pay Bank with Collected and Available Funds for all Transaction Requests and credit Entries before the settlement date. If County pays Bank using one of Bank's Wire Transfer Services, the terms and conditions of the Wire Transfer and International Electronic Funds Transfers Addendum will apply. If County pays Bank using one of Bank's Automated Clearing House (ACH) Services, the terms and conditions of the Automated Clearing House (ACH) Addendum will apply.

(b) If County is a Payer: (i) County will receive invoices from Billers

through the Invoice Processing Service. (ii) If County elects to use Bank's purchase

order presentment process, County will send Bank a file of purchase orders which Bank will present to County's Billers, as described in the applicable User Documentation.

(iii) If County elects to use Bank's purchase order matching process, County will send Bank a file of outstanding purchase order data, which Bank will use to match invoices and purchase orders.

(iv) If County elects to use Bank's invoice discounting process, County will use the applicable web user interface to manage the process of offering and accepting discounts on invoices from a Biller, as described in the applicable User Documentation.

(v) If County elects to use Bank's Image Process, County will direct its Billers to send invoices and other documents to a central facility for processing by Bank, as described in the applicable User Documentation.

(vi) County will use the applicable Website to manage purchase orders and invoices as described in the applicable User Documentaflon.

(vii) For those invoices which are approved by County, County will enter such invoice in its accounts payable system and send payment to Biller in accordance with its agreement with such Biller.

(viii) With respect to the Invoice Processing Service, County agrees that Bank has no obligaflon to process payments or to make certain payments are made to Billers. In addition, Bank has no obligation with respect to any discount County offers or accepts and will have no liability to County with respect to such discounts.

(ix) County will resolve disputes regarding invoices from Billers directly with such Billers and Bank have no responsibility with respect to such disputes.

(x) When County enrolls to use the Processing Services, County will become a member of the Network.

(xi) If County is a Disburser or a Payer, it must comply with the Network operating rules. The operating rules are available at https:llsecure.paymode.com/policies/operatingrules.htm.

Dallas Cty TX - Pay Invoice Proc Svcs Add·05192011 v1 OQ-35-3558NSBW 09-30-2010 Page 2 of4

PAYMENT AND INVOICE PROCESSING SERVICE ADDENDUM

5. BANK RESPONSIBILITIES

(a) If County is a Disburser: (i) Bank will send Entries on County's behalf

and in accordance with County's Transaction Request through the ACH system or process them directly to Transaction Accounts with Bank, all in accordance with the User Documentation. Bank may send Entries to any ACH processor selected by it or directly to another bank.

(ii) Bank will send an Entry to the ACH processor for settlement on the date County selects in the applicable set-up documentation, if Bank receives the Transaction Request by the appl'lcable processing deadl'lnes specified in the User Documentation for the Payment Service and, unless Bank agrees in writing otherwise, Bank has received Collected and Available Funds from County for the Entry. Bank may treat Transaction Requests it receives from County for processing after a deadline as if received on the next Business Day. Transaction Requests will be deemed received by Bank when it receives the complete file at the location specified in the User Documentation.

(iii) Bank will debit County's Transaction Account for the amount of the Transaction Request.

(iv) Bank will make available to County's Collectors any remittance information received from County, as described in the applicable User Documentation.

(v) Bank will give County secure access to the status and history of payments made by County through use of the Payment Service.

(vi) At County's request, Bank will contact those entities County identifies to discuss with them enrolling as Collectors, as described in the User Documentation.

(b) If County is a Payer: (i) Bank will send County invoices from Billers. (ii) If County elects to use Bank's purchase

order matching process, Bank will accept from County an electronic file of outstanding purchase orders for use in that process and match invoices to purchase orders, as described in the User Documentation.

(iii) If County elects to use Bank's purchase order presentment process, Bank will accept from County an electronic file of purchase orders which Bank will present to County's Billers, as described in the applicable User Documentation.

(iv) If County elects to use Bank's Image Process, Bank will image the invoices and other documents sent by County's Billers and capture certain data elements from the documents. Bank will send the images and data to the Network for processing in accordance with the Invoice Processing Service, as described in the applicable User Documentation. Digital images will be made available to County through use of Bank's web user interface and, at County's request, file transmission, If an image of an invoice or other document is missing or illegible, Bank will provide County with a copy upon County's request provided Bank receives County's request no later than 15 days from the date the image was made available to County or, in the case of a missing image, should have been made available to County. County's request must include the Biller name, date of invoice and the date the invoice was processed. Bank may assess a fee for copies provided to County. Bank will not be liable for failure to provide copies by a given time or for failure to provide copies Bank is not reasonably able to provide.

(v) Bank will provide County with a user interface through which County can view and manage invoices, purchase orders and invoice discounts, as described in the applicable User Documentation.

Bank of America M Confidential © 2010 Bank of America Corporation

(vi) Bank will send County an electronic file of approved invoices.

6. PROVISIONAL PAYMENTS

(a) County agrees to comply with the NACHA Rules for all Transaction Requests and Entries. County agrees to be bound by the provision of the NACHA Rules providing that payment of a credit Entry by the Receiving DepositoI}' Financial Institution (RDFI) to the Receiver is provisional until the RDFI receives final settlement for the Entry. If final settlement is not received, the RDFI is entitled to a refund from the Receiver of the amount credited. This means that the Receiverwill not have been paid.

(b) Bank's payment of any debit Entry, returned credit Entry or credit Reversal is provisional until it receives final settlement for the Entry or Reversal. If final settlement is not received, Bank is entitled to a refund and Bank may charge County's Transaction Account for the amount previously credited. Bank may delay the availability of any amount credited for a debit Entry or credit Reversal if Bank believes that there may not be sufficient funds in County's Transaction Account to cover any chargeback or return of the Entry or ReversaL

7. NOTICE OF ACCOUNT STATEMENT DISCREPANCIES

Information concerning Entries will be reflected in County's account statements and, in some cases, in the form of written or electronic advices or reports that are produced by the Processing Services, County must send Bank written notice, with a statement of relevant facts, within 14 days after County receives the first notice or statement indicating a discrepancy between Bank's records and those of County. If County fails to give the required notice, Bank will not be liable for any loss of interest or for compensation for any other loss or cost relating to an unauthorized or erroneous debit to County's account or any other discrepancy reflected in the notice or account statement. County must notify Bank promptly by telephone or other electronic means approved by Bank for such purpose, and confirm such notice in writing, of information concerning an unauthorized or erroneous debit to County's account if County learns about or discovers it from any source other than a statement, advice or report from Bank.

8. CHANGES TO PROCESSING INSTRUCTIONS

County may request Bank at any time to change the processing instructions for a Service by contacting its Bank representative. Bank will not be obligated to implement any requested changes until Bank has had a reasonable opportunity to act upon them. In making such changes, Bank is entitled to rely on requests purporting to be from County. For certain changes, Bank may require that County's requests be in writing, in a form and manner acceptable to Bank, or be from an authorized person designated by County. In addition, certain requests may be subject to Bank's approval.

Dallas Cty TX - Pay Invoice Proc Svcs Add·05192011v1 00-35-3558NSBW 09·30·2010 Page 3 of 4


9. SUPPLEMENTAL LIMITED WARRANTYIDISCLAIMER

When County sends or receives attachments in connection with the Invoice Processing Service, it acknowledges that Bank is making no representations or warranties of any kind regarding such attachments and that County and its Billers are sending and receiving attachments at County's own risk. Bank disclaims any and all warranties of any kind (whether express or implied) including but not limited to any warranties of merchantability or fitness for a particular purpose with respect to attachments. Bank will have no liability or responsibility for any losses, costs, expenses or damages incurred by County or its Billers with respect to any attachments transmitted or received through use of the Invoice Processing Service.

10. BANK AGREEMENT

Each County named on the signature page will be deemed a "County" and each of the banking institutions named on such page will be deemed a "Bank." The individual(s) signing on behalf of each County has the title(s) specified for the applicable County and intends by so signing the Service Addendum that each County be separately bound by the Service Addendum. This Service Addendum, together with the General Provisions between a County and a Bank, will constitute a separate Agreement between each such County and each such Bank. This Service Addendum may be signed by Bank in counterparts.

Bank of America ~ Confidential © 2010 Bank of America Corporation


IN WITNESS WHEREOF, each of the parties has caused this Service Addendum to be executed as of __ , by its duly

authorized officer(s).

COUNTY(S) BANK(S)

County of Dallas, State of Texas Bank of America, N.A.

(COUNTY'S LEGAL NAME) (BANK NAME)

Title: Dallas County Judge (Print or Type) By: ------------------------

(Signature)

Name:

(COUNTY'S LEGAL NAME) (Print or Type)

Title: Title:

(Print or Type) (Print or Type)

(COUNTY'S LEGAL NAME) (BANK NAME)

Title:

(Print or Type) By:

(Signature)

[Signature] 1 / Name:

\BY /

(Print or Type)

Title: Name: Clay Jenkins (Print or Type)

(Print or Type)

FOR BANK USE ONLY

GCI Number(s):


00-35-3558NSBW 02-25-2010 SH Page 4 of 4 Bank of America - Confidential © 2010 Bank of America Corporation

Bank of America ~ ~

Treasury Services Agreement Wire Transfers and International Electronic

Funds Transfer Service Addendum

This Service Addendum is made between County and Bank and, together with the General Provisions between County and Bank, forms the Agreement between the parties with respect to the Services defined below. Capitalized terms used and not defined in this Service Addendum have the meanings assigned in the General Provisions.

The accompanying List of Banks and Services includes the names of the Services currently offered by Bank which are covered by this Addendum. (This Addendum does not cover Automated Clearing House (ACH) Services within the United States of America, which are covered by the ACH Service Addendum.) Bank may update the list from time to time. County may contact its Bank representative at any time in order to receive an updated list.

1. DEFINITIONS (a) "Bank Statement" means, for the applicable account,

(I) each periodic account statement issued by Bank, (li) any written or electronic advice to County from Bank or (iii) any electronic report produced through one of Bank's information reporting services which County receives.

(b) "Collected and Available Funds" means funds in an account equal to the ledger balance minus float which, in Bank's reasonable determination, are not subject to a hold, dispute or lega! process preventing their withdrawal.

(c) "Fedwire" means the funds transfer system owned and operated by the Federal Reserve Banks of the United States of America that is used primarily for the transmission and settlement of payment orders governed by the Fedwire Regulation, but does not include the system for making automated clearing house transfers.

(d) "Fedwire Regulation" means Subpart B of Regulation J of the Board of Governors of the Federal Reserve System of the United States of America, as amended from time to time.

(e) "International Electronic Funds Transfer Service" means each electronk payment serv·lce which allows County to transfer funds to or from County's accounts outside the United States of America or to or from County's accounts in the United States of America to or from an account in a different receiving country. These services include low-value batch payments made according to multiple requests within a single electronic data file. International Electronic Funds Transfer Services exclude ACH Services within the United States of America and exclude Wire Transfer Services.

(f) "Multibank Instructions" means County's ability to relay instructions through Bank to another bank to wire transfer funds from one of County's accounts held at the other bank.

(f) "Request" means a request by means permitted under the relevant Service to transfer funds to or from a specified account or beneficiary (including standing instructions) or to amend or cancel a prior request to transfer funds.

(g) "Security Procedure" means, unless otherwise agreed in writing by County and Bank, the procedure specified for a particular Service used by County for verifying the authenticity of Requests, as described ·In the applicable User Documentation.

(h) "Service" means each Wire Transfer or International Electronic Funds Transfer Service which a)Jows County to instruct Bank to transfer funds electronically and, as appropriate, to transmit related messages as more fully described in the applicable User Documentation.

(i) "SWIFT" means the international electronic messagetransfer service known as the Society for Worldwide Interbank Financial Telecommunication.

Q) "UCC 4A" means Article 4A of the Uniform Commercial Code -- Funds Transfers, as adopted by the state in the United States of America whose law applies to a Service, as amended from time to time.

(k) "User Documentation" means any written information Bank provides County) including information in electronic format, as amended from time to time, which contains detailed instructions regarding the use of a Service as provided by a particular banking center or office. User Documentation may

Dallas Cty TX - Wire Trans Svcs Add - 05192011v1 00-35-0159NSBW 02-25-2010 SH Page 1 ofS

vary from one jurisdiction to another. Current User Documentation is available upon County's request.

(I) 'Wire Transfer Service" means each of the Bank's U.S. domestic and worldwide wire transfer services, including the Multibank Service.

2. WIRE TRANSFER AND INTERNATIONAL ELECTRONIC FUNDS TRANSFER SERVICES

(a) Wire Transfer and International Electronic Funds Transfer Services permit County to transfer funds electronically and, as appropriate, to transmit related messages as more fully described in the applicable User Documentation. These transfers are typically from County's accounts with Bank to other accounts at Bank, at Bank's affiliates or at other eligible banks. These transfers may also indude transfers to County's accounts with Bank from County's accounts at other banks. These transfers may be made according to a specific request from County or according to County's standing instructions (which may include daily sweeps from County's accounts at Bank's affiliates to County's account with Bank). They also may be low-value batch payments made according to multiple requests within a single electronic data file for transfers to or from County's accounts.

(b) If a Request involves a currency other than the currency in which the relevant account is denominated, County's funds will be exchanged for such other currency at a current rate of exchange on or before the transfer date in accordance with Bank's normal procedures. Currency exchange rates fluctuate over time, and County acknowledges and accepts the risks of such fluctuations between the time County initiates a Request and the time the transfer is either completed or is unwound due to a cancellation, amendment, rejection or return.

3. MUL TIBANK SERVICE (a) The Multibank Service permits Multibank Instructions. (b) Before using the MulHbank Service, County must

provide Bank with the account number and bank name for each account to be debited using this Service. County also must provide the bank holding the debit account with express, written authorization (with a copy to Bank where requested) to act on SWIFT payment instructions Bank sends to it under this Service. County agrees that Bank may rely on that authorization until Bank has had a reasonable opportunity to act on notice that it has been revoked.

(c) Multlbank Instructions are not payment orders to Bank, and Bank has no obligation to execute, transmit or accept any payment orders made to Bank under the Multibank Service.

(d) 1f Bank receives any Multibank Instruction via SWIFT, Bank will relay County's instructions to the receiving bank, subject to business day schedules for Bank, SWIFT and the receiving bank. Bank will have no liability arising out of or relating to Bank's forwarding, or any rejection by the other bank of, any such instruction which is not in the SWIFT format required by the other bank for such instruction. County's Multibank Instructions to Bank via SWIFT must be sent to the SWIFT address specified by Bank to County from time to time.

(e) If Bank receives any Multibank Instructions other than via SWIFT, Bank will either (I) where feasible, create a SWIFT

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WIRE TRANSFER AND INTERNATIONAL ELECTRONIC FUNDS TRANSFER SERVICE ADDENDUM

formatted message from County's instruction and relay it by SWIFT to the other bank or (ii) use whatever means or medium Bank deems appropriate, including use of third-party facilities, to reformat and transmit County's payment order to another bank, and Bank has no duty to do so if County's request is defective, incomplete, erroneous or inconsistent with the terms of this Agreement. Bank may act on County's multibank Instructions as Bank reasonably considers appropriate notwithstanding any error, omission, defect or Jack of clarity in its terms and even if the requests appear to duplicate other multibank Instructions. County agrees that County's indemnity of Bank, as set forth in the Protection from Third Parties section (section 8) of the General Provisions, applies to any claims by another bank based on Bank's sending a multi bank request containing any error, omission, defect or lack of clarity.

(f) If County wishes to cancel or amend a payment order set forth in a Multibank Instruction, County must contact the bank to which the payment order is directed and act in accordance with its procedures.

(g) Reports on Multibank Instructions which Bank has processed may be included in an Information Reporting Service if County has arranged such reports from the bank that is subject to such instructions.

4. SECURITY PROCEDURE (a) County agrees to use the Security Procedure when

County delivers Requests to Bank. The purpose of the Security Procedure is to verify the authenticity of Requests delivered in the name of County to Bank and not to detect errors in the transmission or content of any Request. Each time County uses a Service, County represents and warrants to Bank that it has determined that, in view of County's requirements, the Security Procedure is a satisfactory method of verifying the authenticity of Requests.

(b) County agrees that Bank may act upon any Request, even if it is unauthorized, if Bank acts in good faith and complies with the applicable Security Procedure and any written agreement between County and Bank restricting Bank's action on Requests. In such cases, Bank may enforce or retain County's payment to Bank for such Requests; provided, however, Bank may not enforce or retain payment if County proves that the unauthorized Requests were not caused by a person (i) entrusted at any time to act for County with respect to Requests or the applicable Security Procedure, (ii) who obtained access to County's premises, computer equipment or transmitting facilities or (iii) who obtained, from a source controlled by County, information (such as keys and passwords) which facilitated breach of the applicable Security Procedure.

(c) County shall have sale responsibility for the custody, control and use of all Materials. County agrees that no individual will be allowed to initiate a Request or other instruction contemplated in the Agreement or to have access to any Materials without proper supervision and strict security controls. Bank will be fully protected in re\yfng on the correct user identification codes and passwords, as described in the applicable User Documentation.

5. COUNTY RESPONSIBILITIES (a) Before using a Service, County shall provide Bank a

written list, in a form acceptable to Bank, of the persons authorized to perform certain duties in connection with the Service. County shall update such list from time to time as necessary to reflect any changes in authorized persons.

(b) County must maintain and deSignate account(s) with Bank which Bank may, without prior notice or demand, use for debiting or crediting with respect to all Requests and related adjustments and charges under the Agreement. County must have Collected and Available Funds on deposit in its account which, when added to funds which may be made available under a line of credit, are sufficient to cover its payment obligations for a Service. Dallas Cty TX - Wire Trans Svcs Add - 05192011v1 00-35-01S9NSBW 02-25-2010 SH Page2of5

(c) County shaH deliver each Request in accordance with the requirements of the Agreement and any applicable User Documentation. County agrees that it shall not initiate any Request which would cause the applicable account balance, according to County's records, induding the available line of credit (if any), to be exceeded. County further agrees that if a conflict occurs regarding the applicable account balance, Bank's records (including information on accounts at other banks which are debited under a Service) wi\! be controlling for the processing of any Request

(d) County shall pay Bank the amount of each payment made pursuant to a Request once Bank acts on, other than to reject, the Request. Bank may, at its discretion, at any time without notice, require payment before Bank processes County's Request. Even if Bank has done so in the past, Bank is not obligated to process any Request without having first been paid by County, but, jf Bank does so, the amount is immediately due and payable without notice or demand.

(e) County will pay Bank for the amount of any returned or rejected transactions, or any adjustments, which Bank has previously credited to County's account.

(f) If, for any Business Day, Bank receives more than one Request andlor other items payable from County's account, Bank may debit County's account for such Requests and items in any sequence Bank determines in its sale discretion.

(g) Prior to initiating any Wire Transfer Service Request which instructs Bank to debit an account of a third party, County shall provide Bank with documents, in form and substance satisfactory to Bank, from the third party authorizing such debits.

6. BANK RESPONSIBILITIES (a) Subject to the terms and conditions of the Agreement

(inc!uding but not limited to subsection 6(b) of this Service Addendum) and the applicable User Documentation, Bank will act upon a Request after receipt of such Request by making applicable accounting entries or by transmitting payment instructions to the applicable bank or other party no later than the stated value date (if such date is not earlier than the day such Request is received), if such Request is received on a Business Day prior to Bank's applicable processing deadline, as specified in the applicable User Documentation. If applicable, Bank's acting upon a Request wi!! also be subject to the business day schedule of any Bank banking center or affiliate holding an account to be debited or credited under a Service. Any Request received by Bank after the applicable processing deadline may be treated as received by Bank on the next Business Day. Internationa! Electronic Funds Transfers Service Requests will be deemed received by Bank when Bank receives the complete electronic data file at the location specified in the applicable User Documentation.

(b) (i) Bank may reject any Requesl which does nol comply with the requirements of this Agreement or the app!icable User Documentation, including any processing limits described in such User Documentation, or which Bank has been unable to verify through use of the Security Procedure.

(ij) Bank may also reject any Request which exceeds the Collected and Availab!e Funds (including funds made available under a line of credit) on deposit in the applicable account

(iii) Bank may also reject any Request if it may be returned for any reason under the applicable national payment system rules of the receiving country of County's transaction.

(iv) Bank may also reject a Request which does not identify as the debit account an account of County or an account of a third party with respect to which County has met its obligations under subsection 5(9) of this Service Addendum.

(c) Bank may give notices of rejection to County by telephone, by electronic means, by facsimile or by mail, depending upon the method of origination. Notices of rejection shall be effective when given.

Bank of America - Confidential © 2010 Bank of America Corporation


(d) !n acting on any Request. Bank may utilize any means of transmission, funds transfer system, clearing house or intermediary bank reasonably selected by Bank, even if Bank's selection differs from instructions in the Request

(e) Except as otherwise expressly provided in the Agreement, Bank will not be required to act upon any notice or instruction received from County or any other person or to provide any notice or advice to County or any other person with respect to any matter under the Agreement. Bank may rely on oral instructions from any person who identifies himself or herself by a name which is included on a written list from County of persons authorized to give such instructions. If County's records about such communication differ from Bank's, Bank's records wi!! govern.

7. CANCELLATION OR AMENDMENT BY COUNTY Bank has no obligation to cancel, amend, or recall a

Request after its receipt by Bank or to cancel, amend, or recal! any particular funds transfer requested by a standing instruction which is in effect, however, if County sends Bank a Request instructing Bank to cancel, amend, or recall a prior Request and Bank is able to verify the authenticity of the cancellation, amendment, or recall Request using the Security Procedure, Bank will make a reasonable effort to act on that Request, but Bank has no liability if such Request is not affected. County agrees to indemnify Bank against and hold Bank harmless from any and all liabilities, claims, costs, expenses and damages of any nature, including Lega! Expenses, Bank incurs in connection with a Request to cancel, amend, or recall. County's obligations under this section 7 shall survive termination of any Service;

8. LIMITATION OF LIABILITY; COMPENSATION For each Wire Transfer or International Electronic Funds

Transfer Service, the farrowing replaces in its entirety subsection (a) of the Limitation of Liability section of the General Provisions:

"Ia) Ii) For Requests which are subject to IA) UCC 4A or (B) the Fedwire Regulation, Bank will be liable only for Damages required to be paid under UCC 4A or the Fedwire Regulation, as applicable, except as otherwise agreed in the Agreement.

(ii) For all Requests not subject to UCC 4A and for all other obligations under the Agreement, Bank's liability is limited to actual Damages, resulting directly from Bank's willful misconduct or failure to exercise reasonable care, not exceeding the foHowing, as applicable: (A) in case of an excessive debit to County's account, the amount of the excess plus compensation equivalent to interest; (B) in case of payment to an account not specified by County, the amount of the payment plus compensation equivalent to interest; (C) in case of any delay in crediting a transaction to County's account, the amount of compensation equivalent to interest for the period of delay; or (0) in all other cases, the actual damages incurred by County.

(iii) County wi!! use reasonable efforts to assist Bank in recovering the amount of any overpayment for which Bank is liable.

(iv) If Bank is obligated to pay interest compensation, Bank will pay such compensation or credit County's account, as Bank determines, upon County's written request. Bank will calculate compensation for the relevant period as specified in the Account Agreement or as County may be advised by its Bank representative.

(v) If County transmits a Request to Bank by way of a funds~transfer system or other third~party communications system not specifically required by Bank, the system is deemed to be County's agent for that purpose. Bank is not liable to County for any discrepancy between the terms County transmits to such system and the terms it then transmits to Bank."

DaUas ely TX" Wire Trans Svcs Add - 05192011v1 00-35-0159NSBW 02-25"2010 SH Page30f5

9. PROVISIONAL PAYMENTS Any payment to County by Bank for any transaction Bank

credits to County's account is provisional until Bank receives final settlement for the transaction. If final settlement is not received, Bank is entitled to a refund and Bank may charge County's account for the amount previously credited. Bank may delay the availability of any amount credited for a transaction if Bank believes that there may not be sufficient funds in County's account to cover charge back or return of the transaction. Bank's rights under this Section 9 shall survive termination of the Agreement.

10. INCONSISTENCY OF NAME AND NUMBER A beneficiary's bank (including Bank when it is the

beneficiary's bank) may make payment to a beneficiary based solely on the account or other identifying number. Bank or any intermediary bank may send a Request to an intermediary bank or beneficiary's bank based solely on the bank identifying number. Bank, any intermediary bank and any beneficiary's bank may do so even if the Requests include names inconsistent with the account or other identifying number as long as the inconSistency is not known by Bank or such other bank. Neither Bank nor any other bank has a duty to determine whether a Request contains an inconsistent name and number.

11. NOTICE OF ACCOUNT STATEMENT DISCREPANCIES Information concerning payments made pursuant to a

Request will be reflected in one or more Bank Statements. County must give Bank written notice (including a statement of relevant facts) within 14 calendar days after County receives the first Bank Statement indicating a discrepancy between County's records and the information shown in the relevant Bank Statement. If County falls to give Bank the required notice, Bank will not be Hable for any loss of interest or for any compensation for any loss or cost relating to an unauthorized or erroneous debit to County's account or relating to any other discrepancy in the Bank Statement. County must notify Bank promptly by telephone, confirmed in writing, if it learns of or discovers from any source other than a Bank Statement, information concerning an unauthorized or erroneous debit to County's account.

12. FEDWIRE NOTICE In connection with County's use of a Service, Bank in

acting upon a Request, and any subsequent bank in acting in a funds transfer intended to carry out a Request, may use Fedwire. The rights and obligations of County and Bank in a funds transfer intended to carry out a Request, any part of which is carried out through the use of Fedwire, are governed by the Fedwire Regulation.

13. COMPLIANCE WITH RULES AND LAWS County agrees to comply with all applicable payment

system rules, including the national payment system rules and any other applicable laws and regulations of the receiving country of County's transaction. County also agrees to comply with the authorization and notice requirements applicable to any Request to debit another person's account.

14. CHANGES TO PROCESSING INSTRUCTIONS County may request Bank at any time to change the

processing instructions for a Service by contacting its Bank representative. Bank will not be obligated to implement any requested changes to a Service until Bank has had a reasonable opportunity to act upon them. In making such changes, Bank is entitled to rely on requests purporting to be from County. For certain changes, Bank may require that County's requests be in writing, in a form and manner acceptable to Bank, or be from an authorized person deSignated by County. In addition, certain requests may be subject to Bank's approval.



15. BANK AGREEMENT Each County named on the signature page will be deemed

a "County" and each of the banking institutions named on such page will be deemed a "Sank", The individual(s) signing on behalf of each County has the title!s) specified for the applicable County and intends by so signing the Service Addendum that each County be separately bound by the Service Addendum. This Service Addendum, together with the General Provisions between a County and a Bank, will constitute a separate Agreement between each such County and each such Bank. This Service Addendum may be signed by Bank in counterparts,

Dallas Cty TX - Wire Trans Svcs Add - 05192011v1 OO·35-0159NSBW 02·25"2010 SH Page 4 of 5

Bank of America - Confidential © 2010 BanK of America Corporation


IN WITNESS WHEREOF, each of the parties has caused this Service Addendum to be executed as of duly authorized officer(s).

_____ ' by its

COUNTY(S) BANK(S)

County of Dallas, State of Texas Bank of America, N.A. (COUNTY'S LEGAL NAME) [BANK NAME]

Title: Dallas County Judge By: (Print or Type) (Signature)

Name" ________________ -,~~~~-----------------(Print or Type)

(COUNTY'S LEGAL NAME) Title:


(Print or Type)

(COUNTY'S LEGAL NAME) [BANK NAME]

Title; By:

(Print or Type) (Signature)

Name:

\

~:.IGNA_T_U_R,EC7' if-+n~AG'---------Nam" Clay L

(Print or Type)

(Print or Type)

Title:

(Print or Type)

FOR BANK USE ONLY

I '" "~ .. ",' Note: Up to three County names can be listed above if the individuat signing above has authorization to sign on behalf of each County. Any unused name blocks should be crossed out.

Dallas C1y TX - Wire Trans Svcs Add - 05192011v1 00-35-0159NSBW 02-25-2010 SH Page 5 of 5


00-35-3112NSBW 03-06-2006

Exhibit c to Umbrella Agreement for Government Banking Services

APPLICATION RESPONSE

BofA-Dallas County Umbrella Agrmt-051311v3

<,

COpy Monday, April 11, 2011

Joe Wells County Treasurer The County of Dallas 509 Main St 303 Records Building Dallas, Texas 75202

Bankof America ~ Merrill Lynch

RE: Request for Applications for Dallas County Depository Services No. 2011-056-5509

Dear Mr. Wells:

Bank of America Merrill Lynch is excited to respond to the Request for Applications for Dallas County Depository Services. We feel that we can continue to give the County a superior level of services, coupled with the most advanced treasury solutions and technology. We look forward to offering the best combination of expertise and knowledge to meet the County's depository needs.

As you know, the Texas state budget is estimated to be reduced by billions of dollars this year. We understand your initiatives to cut costs, increase working capital and find additional revenue opportunities. With this in mind, the County will receive a world-class partnership with Bank of America, as the County moves forward, with these initiatives:

• Financial strength of institution - Even during these unprecedented economic times we have maintained one of the highest market capital positions and one of the higher debt ratings of any U.S. financial institution, which provides a higher level of safety and security to the County.

• Cost of Services - Our depository services pricing reflects the value we place on the County's relationship to our client base. In addition to the innovative services, we offer the following financial incentives to the County:

• Relationship pricing for all accounts and entities that are a part of the County's treasury services relationship

• A six month waiver on analyzed monthly service fees

• Premium Earnings Credit Rate based on bank's variable managed rate

• Premium interest rates on Public Funds Interest Checking accounts maintained by the County

• With a successful implementation of the County's e-Payables program, the County could benefit from $200,000 - $250,000 in additional revenue from a rebate program

Bank of America has worked with the County over the past contract term to make processes more efficient, more secure, and to reduce paper. This partnership has created world class results.

Combating Fraud:

• ACH Blocks and Filters - this eliminated the possibility of electronic fraud on the County's accounts

• Positive Pay - this eliminates fraud on paper items

More efficient processing:

• Paymode X - a cost efficient way of transferring County money using the ACH system. Enables the County to transfer and receive same day credit.

• Image Cash Letter - the ability for the County to send in paper checks electronically for presentment. This gives the County a later cut off time for making deposits and availability of funds quicker.

Reducing Paper

• Electronic Statements and Reconciliation Reports - early 20 II we moved all paper reports and statements to electronic via transmission or CDROM. This reduced the need for over 6 reams of paper a month. This service was also provided to the County free of charge, which is normally $8,000 a month.

Bank of America will continue to partner with the County to offer solutions that will reduce costs and increase efficiencies:

• E-Payables - allows for the County to pay vendors via the purchase card interchange. This causes a rebate for the County which could run as high as $250,000 a year for paying vendors that the County is already paying.

• Purchase Card - way for the County to pay vendors electronically and earn a rebate.

• Prepaid Cards - paying payroll to those who do not have checking accounts and also for one time payments to employees. Reduces paper checks and fraud.

Bank of America also supports Dallas County in philanthropic work. Below are a few organizations we support.

• Dallas Center for the Performing Arts Foundation - $IMM

• Booker T. Washington High School for the Visual & Performing Arts - $lMM

• Thriving Minds - $lMM

• Slant 45 - $500,000

Bank of America is proud of our long standing partnership. Per your submission requirements, we have attached Cashier's Checks in the sum of $2,035,000 and $48,000 to the County with the understanding that these checks will be returned upon award; or in the event that Bank of America is awarded the business and should the contract remain

unexecuted within a reasonable time, used as liquidated damages. Our proposal is valid for 180 days from April 11, 2011.

Thank you again for the opportunity to bid and for your consideration of Bank of America Merrill Lynch during the review process. We look forward to the next step and the opportunity to present our solutions in person.

VA'U.ellre~l~ icholas London

Senior Treasury Solutions Officer Bank of America Plaza 90 I Main Street Dallas, Texas 75202- 3714 214.209.9194 [email protected]

IJ- A..4 pI)

Dan Schroeder Senior Client Manager Bank of America Plaza 90 I Main Street Dallas, Texas 75202-3714 214.209.2963 [email protected]

SPECIFICATION REQUIREMENTS AND BID PROPOSALS FOR


BANK DEPOSITORY SERVICES 2011- 2015

FOUR-YEAR CONTRACT

TO: The Honorable Commissioners Court


1

The undersigned Bank, hereinafter referred to as Depository Bank, desires to offer a bid for the depositing

of Dallas County Funds, Road Fnnds, and Trust Funds of the County and District Clerks of Dallas County, Tax

Assessor-Collector Ftmds, all General and Special Ftmds of every nature including Child Support Payments, and

Dallas County School District Funds which the County of Dallas and Dallas County School District may tender

for deposit for the four year term beginning with the May 2011, Regular Term of the Dallas County

Commissioners Court and effective on a date of mutual agreement.

DEPOSITORY BANK

Amount of Paid-up Capital Stock $ $150.905 billion

Permanent Sruplus $ $60.849 billion

Total Stockholder's Equity as of $ $228.248 billion

Current Bank Credit Rating By:

Moody's (Long Term/Short Term) A2, P-l

Standard & Poor's (Long Term/Short Term) A, A-I

Is Bank in compliance with the Community Reinvestment Act?: Yes __ X _ No ___ _

A copy of the Bank's most recent audited Financial Statements or Annual Report, CRA Statement and CRA

Report shall be included as a part of Attachment "B" to this Bid.

• REQUEST FORAPPUCATlONS No. 2011-056-5509 PAGE 17

2 DEPOSITORY BANK COMPLIANCE WITH STATE LAW

The Depository Bank will comply with all provisions of Chapters 116 and 117 of the Texas Local Government

Code and all other laws of the State of Texas relating to COUllty Depositories, Depositories for the COUllty Tax

Assessor-Collector, for the Trust Funds of County and District Clerks, Dallas COUllty School District Funds

Depositories, and General or Special Funds inclnding Child Support payments, herein enumerated, now io effect,

or that may hereafter be passed. The Bank agrees to perform all duties therein specified and will execute any and

all illstmments and documents necessary to evidence such obligation to the County of Dallas. In accordance with

Chapter 116 of the Texas Local Govennnent Code, within fifteen (15) days after the selection of the Depository

Bank, it shall be the duty of the Bank to qualify as Depository in the manner set forth by the Commissioners

Court.

3. TERM OF CONTRACT

In accordance with State Statutes, this four year Contract will take effect upon the Commissioners Court approved

date. Said Contract shall remain in effect UIltil sixty (60) days after the time fixed by Law for the next selection

of a DepositOly Bank. TIle maximum maturity date of any time deposit or other interest beariog instrument with the

Depository Bank under the terms of the Contract shall be ninety (90) days beyond the time fixed by Law for the

selection of the next Bank Depository Services Contract.

4 CONTRACTRE-NEGOTIATION AT MIDPOINT

It is understood, in accordance with State Law, that this four year Contract allows the Depository Bank to

establish, on the basis of negotiations with Dallas County, new interest rates and financial terms of the Contract

that will take effect during the final two years of the Contract if:

1) The new financial terms do not increase the prices to Dallas County by more than 5 percent; and

2) Dallas County has the option to choose the ioitial variable interest rate option (offered in the original

Contract) or to change to the new fixed or variable interest rates proposed by the Depository Bank (as a

part of the final two years re-negotiation.)

Said negotiations shall begin the second Tnesday in April 2013, and shall conclude no later in 2013 than

two years from the actual date of implementation of the original Contract.

S COLLATERALIZA TION OF DALLAS COUNTY FUNDS

Under Chapter 2257, Texas Government Code, the Depository Bank will furnish collateral, securities and/or

surety bonds as required by law, and consistent with the Dallas County Investment Policy, and will execute a

Securities Pledge Contract and/or surety bond in the amount equal to the maximum deposit of Dallas Connty

• REQUESTFORAPPUCAllONS No. 2011-05&5509 PAGElS

..

Funds under this Contract by 10:30 A.M. Local Dallas Time (CST). The Commissioners Court will accept ane

the Depository Bank will pledge collateral, the form of securities as described hereinafter and/or surety bond usee

to secure the funds of Dallas County. The collateral, personal bond or bonds, or contract for secnrities pledged

shall be conditioned on the faithful performance of all the duties and obligations devolving by law upon sucb

Depository Bank, and for the payment upon presentation of all checks drawn upon "demand deposit" accounts in

the Depository Bank by the County Treasurer of Dallas County, and all checks drawn upon any "time deposit"

accounts, upon presentation after the expiration of the period of notice required in the case of "time deposits"; and

that said County TIlllds shall be faithfully kept by said Depository Bank and accounted for in accordance with the

Law. The amount of the collateral, securities so pledged and/or surety bond executed shall be fixed by the

Connnissioners Court and the market value as priced by a primary dealer of said securities and/or amount of

surety bond shall be eqnal to or exceed total collected funds on deposit at any and all times. Whenever there shall

accrue to Dallas Connty or any subdivision thereof, funds in excess of the amount of securities so pledged and/or

surety bond so executed, the Depository bank agrees to make additional pledges or provide additional surety in

amounts sufficient to cover the increased deposits, immediately.

It is understood, that the Dallas County Commissioners Court has authorized the County Treasurer to transact the

substitution, placement and/or the withdrawal of collateral as needed on a daily basis snbject to future approval by

said Court. Accordingly, the County Treasurer will notify the Bank of the need, and Bank shall comply with such

needs, for additional collateral and/or release of collateral, typically by electronic means, by 10:30 A.M. Dallas

time on the day of such transactions.

Dallas County is to be placed at no expense in regard to the supervision of excess collateral and/or the pledge,

substitution, or withdrawal of securities/surety bonds transacted on behalf of Dallas County.

Said securities or surety bonds shall be placed by Bank for safekeeping with a custodian as provided under the

law, at the direction of the County Treasurer. Said custodian institution shall provide the County Treasurer with

Safekeeping Receipts for all transactions, by 10:30 A.M. CST time on the day of sucb transactions. At County's

discretion, monthly or more timely periodic reports of all collateral securities shall be provided by Bank to the

County Treasurer and County Auditor, and such reports shall include the par value and market value of each item.

Market prices shall be obtained from a primary dealer; accrued income, if not included in the market price, shall

be added to the market price to arrive at the security's market value. Surety Bonds approved by the

Commissioners Court shall be handled and filed in accordance with the Statutes of the State of Texas.

• REQuESTFORAPPUCATIONs No. 2011-056-5509 PAGE 19

Should the Depository Bank fail at any time to pay and satisfy, when due, any check, draft, or voncher lawfully

drawn against any deposit and the interest on such deposits, or in any manner breach its contract with Dallas

County, Dallas County shall give written notice of such failure or breach to the Depository Bank, and the

Depository Bank shall have three (3) Banking days to cure such failure or breach. In the event the Depository

Bank shall fail to cure such failure or breach within three (3) Banking days or should the Depository Bank be

declared insolvent by a Federal bank regulatory agency, it shall be the duty of the third party safekeeping agent,

npon demand of Dallas County (supported by proper evidence of any of the above-listed circumstances), to

surrender the above-described collateral to Dallas County. Dallas County may sell all or any part of such

collateral and ont of the proceeds thereof, pay Dallas COUllty all damages and losses sustained by it, together with

all expenses of any and every kind incurred by it on account of such failure or insolvency, or sale, accoUllting to

the Depository Bank for the remainder, if any, of said proceeds or collateral remaining unsold.

Any sale of such collateral, or any part thereof, made by Dallas County hereunder may be either at public or

private sale; provided, however, it shall give to both the third party safekeeping agent and the Depository Bank

two (2) hours notice of the time and place where such sale shall take place, and such sale shall be to the highest

bidder therefore for cash. Dallas County and the Depository Bank shall bave the right to hid at such sale.

The Dallas County Commissioners Court shall select the form of collateral, securities pledge contract or surety

bond used to secure Dallas County funds in accordance with Chapter 2257, Texas Government Code.

Chapter 2257 of the Texas Government Code, requires the Depository Bank to provide for the care, safekeeping

and custody of securities in which the sinking funds for the redemption and payment of outstanding bonds may be

invested. Access to said secnrities will be permitted only by Commissioners Court and in the presence of

authorized representatives of the Depository Bank, County Treasurer, and County Anditor. Appropriate records

for maintaining collateral will be prescribed by the COUllty Auditor.

The Depository Bank will act as Depository for Dallas COlmty School District Funds and execute an additional

Securities Pledge Contract andlor Surety Bond in an amount equal to the maximum deposit of School Funds at

any and all times. The Dallas Connty School District will at all times be responsible for handling its own

deposits, transfers, and collateral separate and apart from Dallas COUllty, and at no expense to Dallas County.

6 REPOSITORY OF COUNTY FUNDS

•

The Depository Bank shall serve as a Repository of funds for Dallas COlmty, and as a source of Dallas COUllty

investments, as directed by the County Treasurer, in secured investments allowed nnder Federal and State Law

and in accordance with the Dallas County Investment Policy .

REQUEST FORAPPUCATIONS No. 2011.056-5509 PAGE 20

The Commissioners Conrt of Dallas Connty shall determine and designate fi-om time to time, throngh the COlll1ty

Treasurer, the character and amOlll1t of Dallas Connty fimds which will be deposited by it in the Depository Bank

and shall be "demand deposits" and similarly the character and amount of funds which shall be "time deposits" at

such rate or rates as may be lawful and stipulated in the Bank Depository Services Contract. The term "demand

deposits" as used herein shall mean any deposit which is payable on demand and the term "time deposits" as used

herein shall mean any deposit placed with the Depository Bank for a specified period of time .

Time deposits and other investment instruments may be withdrawn by Dallas COlll1ty prior to the expiration of the

specified time period upon notice in advance of said withdrawals and subject to routine penalties, if any, imposed

by Banking Law, which may, at the discretion of the County be paid from Earnings Credits consistent with

procedures prescribed by the County Auditor and laws of the State of Texas, or in another mutually agreeable

manner, excepting early withdrawal penalties incurred during the first six (6) days of the life of a deposit since the

use ofEamings Credits, for such may not legally comply with Federal Law.

In the event all or part of a time deposit is withdrawn seven (7) or more days after its issne date, hut before its

maturity date, the Depository Bank may aqjust the interest rate used to compute interest on the time deposit to the

rate, as selected from the time deposit bid alternatives, applicable to the period for which the deposit was actually

held.

7. DEPOSIT OF DALLAS COUNTY FUNDS

..

The Depository Bank will handle all deposits and fund transfers as directed by the COlll1ty Treasurer of Dallas

County, except for those fimds under the legal authority of the Tax Assessor-Collector, who shall direct such

transactions. COlll1ty Funds shall be disbursed by the Depository Bank only in accordance with Sections 113.041-

113.043 of the Texas Local Government Code. The County Treasurer and Tax Assessor-Collector may make

cash and coin deposits for same day credit until 3:00 P.M. Dallas time on Banking days. The County Treasurer

and Tax Assessor-Collector may make encoded or unencoded check deposits until 3:00 P.M. Dallas time on

Banking days and encoded check deposits until 6:00 P.M. Dallas time on Banking days for same day ledger

credit. Transactions handled on a Bank holiday that is not a Dallas County holiday will be processed by the Bank

on the next Banking day and credited to Dallas County on the date of the Bank holiday.

The Depository Bank will provide armored transport service for Dallas County. Dallas Conllty's cost must be tlle

same as the Bank pays without surcharges or administrative fees .

REauESTFORAPPUCAl1OI:IS No. 2011-056-5509 PAGE 21

The Depository Bank will provide Dallas County deposit access to meet all Depository Bank deadlines for credit

of checks through all Cleariughouse Systems, daily. The County Treasurer and Tax Assessor-Collector will

provide all, or the majority, of its deposited checks, electronically or iu a pre-encoded state to the Depository

Bank.

Depository Bank must be able to accommodate remote deposits, andlor Check 21 compliant deposits and check

conversion, in which electronic images of negotiable instruments are transmitted to the Depository Bank through

the County Treasurer and the Tax Assessor-Collector. Bank will make available such technology, in a manner

prescribed by statute. Such deposits will be accepted with a 9:00 PM Dallas time and be processed for same day

ledger credit.

Dependiug on the account involved, the Depository Bank shall notifY either the County Treasurer or a County

Treasurer designee or the Tax Assessor-Collector or designee, upon discovery, by telephone, email, andlor fax

when a Dallas County deposit is ont of balance. If this procedure is not followed then the Bank will accept the

liability.

The Bank will notifY the Dallas Connty Treasurer and County Auditor immediately when federal andlor state

banking legislation is enacted that may significantly impact industry regulations or responsibilities. The Bank

will notifY the County Treasurer immediately of these proposed changes and the impact that the changes will have

on County Treasurer functions, daily operations and costs, if any.

The Depository Bank hereby certifies that it maintaius a "Dallas County" main operating Headqnarters or Branch,

and capable of providing all services to Dallas County, including a fully secured bank vault and courier service

delivery area.

Address: 901 Main Street

Dallas. TX 75202

If the address of the delivery location for either check or cash/coiu deposits is different than the above address, list

below.

Checks: Cash/Coin: 1401 Elm Street, Dallas, TX 75202

Cash/Coin: 6777 Oakbrook. Dallas, TX 75235

• •

REOUESTFORAl'PucAllONS No. 2011·056-5509 PAGE22

8. DISBURSEMENTS

At no time may Dallas County funds be electronically removed from the Depository Bank, except as authorized

by Federal or State Statute, or as further agreed to by the Depository Bank and Dallas COlllty. At no time may

the Depository Bank payout fimds of Dallas COilllty lmless said payment is presented to the Depository Bank by

the County Treasurer, Tax Assessor-Collector, or other County Department heads or their designees as authorized

by the County Treasurer authorizing electronic payment or on a duly authorized Dallas COilllty check properly

signed and anthorized by the COilllty Treasurer on all checks (except Child Support payments), the Tax Assessor

Collector for Tax Office checks, the District Clerk on Jury Fund Checks, the County Auditor on General Fund

Checks, and the County Auditor, and originating Official on all other Checks. The Depository Bank must

provide, at no cost to Dallas County, any and all security products and services protecting against unauthorized

electronic or paper disbursements including ACH transactions, EFT, wire transfers, cOilllterfeit checks or other

fraudulent activity. These security products and services may include, hut are not limited to, positive pay and

ACH blocks and filters.

The Depository Bank shall provide an electronic payment option for vendor payments & employee

reimbursements.

9. DALLAS COUNTY INVESTMENTS

•

TIle Depository Bank will pay interest on Dallas COilllty time deposits at a Fixed Rate if Bid Alternative #1 of this

Section is accepted or a Variable Rate if Bid Alternative #2 of this Section is accepted. Dallas County will select

one (J) of the two (2) alternatives. To be considered a responsive bidder, the Bank mnst complete both Bid

Altemative # I and Bid Alternative #2 .

REOUESTFORAPPUCAllONS No. 2011·056-5509 PAGE23

BID ALTERNATIVE #1

FIXED RATE

Time Period Rate ofInterest

Deposits of less Deposits ofS100,000 than $100,000 or more

7 days - 29 days 0.05 bps % 0.05 bps %

30 days - 59 days 0.05 bps % 0.05 bps %

60 days - 89 days 0.05 bps % 0.05 bps %

90 days - 179 days 0.05 bps % 0.05 bps %

180 days - Less Than One Year 0.05 bps % 0.05 bps %

One Year or More 0.05 bps % 0.05 bps %

Two Years or More 0.05 bps % 0.05 bps %

Three Years or More 0,05 bps % 0.05 bps %

• ReQUEST FORAPPUCATIONS No. 2011·056·5509 PAGE24

•

BID ALTERNATIVE #2

VARIABLE RATE

Time Period

7 Days - 29 days = 91 Day Treasuty Bill Bond Equivalent Yield

30 Days - 59 days 91 Day Treasuty Bill Bond Equivalent Yield

60 Days - 89 days 91 Day Treasuty Bill Bond Equivalent Yield

90 Days - 179 days 180 Day TreasU!)' Bill Bond Equivalent Yield

180 Days - Less Than One Year = 180 Day TreasU!)' Bill Bond Equivalent Yield

One Year or More 180 Day TreasU!)' Bill Bond Equivalent Yield

Two Years or More 180 Day TreasU!)' Bill Bond Equivalent Yield

Three Years or More = 180 Day Treasuty Bill Bond Equivalent Yield


~Basis Points

~ Basis Points

~ Basis Points

~ Basis Points

~Basis Points

~Basis Points

~ Basis Points

~Basis Points

Deposits of 100,000 or more

~ Basis Points

~ Basis Points

~ Basis Points

~ Basis Points

~Basis Points

~ Basis Points

~ Basis Points

~Basis Points

All Dallas County investments with the Bank shall be based on the Depositoty Bank's Collected Balance, which

shall be furnished to the County Treasurer daily as outlined in Section 9, of this Contract

The Bank will provide the County, if requested, a fully automated "sweep" product whereby Dallas County's

excess collected balances can be automatically invested in a repurchase agreement in securities as specified in the

Public Funds Investment Act, Chapter 2256, Texas Government Code. The securities will be held by an

independent third party safekeeping agent, under a tri-party safekeeping agreement The Bank will pay Dallas

County on the hasis of the daily Federal Funds Effective Rate

**Bank of America is not offering a repurchase sweep at this time.

It is understood that all Time Deposits shall have a minimum term of seven days and will be subject to penalty for

early withdrawal. Interest shall be computed on an actual 365 day basis and shall be paid at maturity or at six

month intervals on investments of one year and greater. At maturity, principal and interest will be deposited to

Dallas County accounts as directed by the County Treasurer .

REQUEST FOR APPLICATIONS No. 2011·056-5509 •

PAGE2S

The Depository Bank will pay interest earned on all time deposits, Money Market hlVestment Accounts, NOW

Accounts, or equivalents, Security Repurchase Agreements and any and all other investments of Dallas County

funds invested with the Depository Bank under Section 7 of this Contract on the date of maturity and will make

interest payments available to the County Treasurer in an agreeable form no later than 9:00 A.M. Dallas time

daily.

Dallas COLUlty maintains the right to invest, utilizing the External Brokerage Market or Depository Bank, all or a

portion of Dallas COLUlty funds in investments as authorized by Chapter 2256 of the Texas Government Code aud

authorized in the Dallas County llivestment Policy.

The Dallas County School District will at all times be responsible for handling its own investments separate and

apart from Dallas County, at no cost to Dallas County.

10. GENERAL SERVICES

•

The Depository Bank will fumish the Connty Treasurer with a Controlled Disbursement and Balance Reporting

Program. TIle Balance Reporting Program shall include electronic interface with the Bank, with daily access as

required by the County Treasurer and Tax Assessor-Collector, and County Auditor as well as telephone and Fax

comlection. All previous day account information (ledger balance, collected balance, month-to-date average

collected balance, one-and two-day float, total debits and total credits, detail debits aud credits and the previous

day's Controlled Disbursement totals) shall be available to the Dallas County Treasurer and the Tax Assessor

Collector no later than 7:30 A.M. Dallas time each Banking day. This infonnation must be available in HTML

fonnat which allows a copy/paste into Excel process. Information regarding totals and Controlled Disbursement

items to be funded by Dallas County at the end of the current day shall also be available by 7:30 A.M. Dallas time

each Banking day.

The Depository Bank shall make available to Dallas County at no charge all software interfaces, technical

support, and training required for transaction processing, security, reconciling and reporting finlctionality.

The Depository Bank will provide Dallas County with wire transfer, electronic funds transfer, and an automated

clearing house (ACH) services, through correspondent hanks of the Depository Bank, through the Federal

Reserve System, and as may he required.

The Depository Bank will provide Dallas Connty with a Payroll Direct Deposit program and an electronic payroll

solntion for County employees that do not have a bank aCCOLUlt. The Depository Bank will also provide Vendor

payment solution for pre-loaded value cards that may include payments to election workers, jurors, andlor child

support payments.

The Depository Bank will provide Dallas County with an Antomated Stop Payment Program, or its equivalent, at

no cost to Dallas County.

• REaUESTFORAppLlCATIONS No. 2011'()56-5509 PAGE 26

The Depository Bank will fumish the County Treasurer a monthly report of Accounts Analysis for all Dallas

County funds, on or before the 10"' day of the following month, which shall include the average daily interest

bearing and nou-interest bearing transaction account balances for such month.

The Depository Bank must provide Dallas County monthly reports regarding pending collections for fraud,

forgery, or counterfeit items on any Dallas County acconnt. The Depository Bank must use best efforts to

identify, collect and prosecute any and all cases of criminal conduct with regard to Dallas County accounts.

The Depository Bank will provide Automatic Teller Machines, to Dallas County, as directed by the County

Treasurer, with no costs or fees charged to Dallas County, at Dallas County locations and shall routinely review,

service, and upgrade ATM's for maximum functionality of daily operations.

The Depository Bank shall make available to Dallas County all security products and services currently in nse and

in development for maximum integration and regulatory compliance.

Thc Depository Bank shall make available an on-line system for change orders, including reporting for

reconciliation.

The Depository Bank will provide an "on site" efficiency review of daily business activity of Dallas County

annually, as requested by the County Treasurer, which shall be implemented by a mutually acceptable qualified

consultant.

Tbe Depository Bank will utilize its best efforts at all times to limit debits and credits to Dallas County accounts

to correction of Bank or County errors, including encoding errors, and make all debit and credit advices available

for on-line viewing and faxed or e-mailed to Dallas County on the date following the posting date.

It is understood that the Depository Bank will allow Dallas County a Daylight Overdraft Limit of

$250,000,000.00 per Banking day for all Dallas County accomlls, subject to review on a quarterly basis to insure

adequate coverage.

Hardware, software, training for electronic check deposits, and minimunl configuration requirements will be

provided by the Depository Bank. The system must support, Image Replacement Documents (IRD) and/or Imagc

Exchange, and Account Receivable Check Conversion (ARC).

11. INTERNAL BANK TRANSFERS

•

Dallas County shall utilize electronic (EFT, ACH) wire transfer, checks, or paper transfers drawn on Dallas

County Funds, for funds transferred between Dallas County accounts within the Depository Bank on Banking

• REQUESTFORAppUCATlONS No. 2011-C56-5509 PAGE27

days. Check or paper transfers may be made until 6:00 P.M., Dallas time on Banking days. Said transactions

shall be made only upon the authorization ofthe County Treasurer, at the direction of the Commissioners Court,

or Tax Assessor-Collector for those funds under his jurisdiction prior to transfer to the County Treasurer, and in

accordance with procedures established by the County Auditor and consistent with the Dallas County Investment

Policy. Transactions handled on a Bank holiday that is not a Dallas County holiday will be processed by the

Bank on the next Banking day and credited to Dallas Connty on the date of the Bank holiday. Deposits picked up

by the armored courier on a day that is a Bank holiday but not a County holiday, will be held overnight with the

courier company.

12_ RECONCILIATION OF DALLAS COUNTY ACCOUNTS

The Depository Bank will furnish the County Treasurer, Tax Assessor-Collector, Connty Auditor, and other

account managers a statement of the balance in each account, together with total checks cleared and total checks

held against each account, in numeric order, at the end of each month, plus a computer direct link for

downloading all Dallas County activity for the stated month, or agreed timeframe, on or before the lOth day of the

following month. The computer link will provide viewing of any and all daily activity at any time during the

month. The statements will be in HTML format to cut and paste into Excel. TIle Depository Bank agrees to

reconcile any differences in account balances within 30 days following written notification of such imbalances by

the County Treasurer, or the Tax Assessor-Collector. The County Treasurer requires receipt of electronic check

images, front and back of all paid items.

13. RETURNED ITEMS

The Depository Bank will charge back to specified Dallas County accounts all checks, drafts, or exchanges, which

may be returned uncollected or ll1lpaid for any reason, on the same day of rejection and release such checks,

drafts, or exchanges, to the County Treasurer or Tax Assessor-Collector, for PlllPoses of collection. These returns

mnst be available for on-line viewing for a minimum of eight months. The Depository Bank will debit specified

Dallas COllllty Accounts for purposes of reimbursement of such returned items, as directed by the County

Treasurer or the Tax Assessor-CoIlector. In no case shall Dallas County Child Support accounts be debited

except for dishonored and returned checks. Reimbnrsement of returned items for Child Support payments shall

be paid by invoice within 15 days of receipt by Dallas County.

14. DALLAS COUNTY DEPOSITORY BANK LIAISON

"

The County Treasurer of Dallas County as custodian of Dallas County Funds and Investments Officer of Dallas

COll1lty will be the liaison between Dallas COll1lty aud the Depository Bank and shall handle all dealings between

Dallas Connty and the Depository Bank except for those items under the direct control of the Tax Assessor

Collector, prior to deposit with the County Treasurer. The County Auditor shall have general oversight and

• REQUESTFORAl'PuCA1lONS No. 21111-O56-5509 PAGE2S

•

involvement in dealings between Dallas County and the Depository Bank as may be deemed necessary, and as in

accordance with the Law.

15. DEPOSITORY BANK ACCOUNT EXECUTIVE

The Depository Bank will provide Dallas County with a Senior Account Executive, acceptable to Dallas County,

whose responsibilities shall be to serve as primmy liaison between the Depository Bank and Dallas County. Said

Account Executive shall be provided from a Dallas County location, who shall be readily available to the County

Treasnrer and the Tax: Assessor-Collector to help resolve issues as they may m'ise on a daily basis, including after

hours and on holidays.

16. EARNINGS CREDITS

Dallas County will maintain collected balances in non-interest bearing accounts of County and District Clerk

Trust Funds, except as ordered by a Court; Justice of the Peace and Constable Special Funds; Child Support

Payments, and certain Community Correction Department Funds (restitution funds) with the Depository Bank for

the duration of the Contract, primarily for the ptuposes of payment of Bank charges. These collected balances, in

non-interest bearing accounts, net of required reserves, will be used to determine Earnings Credits to be accrued

and held by the Depository Bank for the benefit of those accounts andlor Dallas County and to be rednced only as

provided in this Section. The Earnings Credit rate shall be based on the 91 day U.S. Treasury Bill monthly

average auction discount interest rate. Earnings Credits so determined and accrued or some other mutually agreed

upon instrument or rate, shall be applied, to the extent available, to reimburse or pay as allowed by law for

incurred expenses.

STATE BEST EARNINGS CREDITS RATE

Other services may also be paid fi-om excess Earnings Credits which shall include payments for courier service

for the purpose of pick-up and delivery of Dallas County funds to and from the County Treasnrer, Tax

Assessor/Collector, Depository Bank, and other Dallas County departments as directed by the ComIty Treasurer;

acquisition of blank check stock and any other supplies or stock relating to issuance of checks; a complete

Bloomberg Financial Service; Trust Services payments for the Dallas County Employees Benefit Trust;

payments for services to Third Party Holding Agents for investment transactions; payments to Image Cash Letter

vendor for mmual maintenance; identifiable exp"nses incurred by Dallas County as a direct result of procedural or

operational changes initiated by the Depository Bank; and any and all other related Depository Bank services and

upgrades or enhancements to the operations and services of Dallas County.

• REQUESTFORAPPucATIONS No. 2011-056-5509 PAGE 29

Any expenses incurred or expended for delineated accounts in this section, in relation to items set forth in the

above previous paragraph may be paid from Dallas County Earnings Credits in an amount of $900,000.00 per

calendar year, or in another mutually acceptable manner, prorated in accordance with the time frame of this

Contract, by mutual agreement of Dallas County and the Depository Bank, as consistent with law. Payment for

such items may be made by direct payment, reimbursement, or in such other mauner as may be mutually agreed

upon in writing between Dallas County and the Depository Bank. It is understood that items paid for under this

and the above previous paragraph of the Contract are separate and apm"! from those items paid in accordance with

"Attachment A", Depository Bank Fee Schednle.

There is no presumption in this Section that Earnings Credit Balances would be reduced below zero, nor that

credits earned for trust funds would be allowed to reimburse non-trust fund balances. Any unreimbursed Dallas

County expenses accrued during the first twenty-four (24) months of this Contract will be set forth on a

Depository Bank statement showing the cnmulative twenty-four (24) month net earnings credit deficit. Within

thirty (30) days of its receipt of this Depository Bank statement, Dallas County will (i) pay the entire cumulative

twenty-four (24) month net earnings credit deficit to Depository Bank, or (ii) pay no less than 30% of the

cumulative twenty-four (24) month net earnings credit deficit to the Depository Bank. In the event Dallas County

elects (ii) above, the remaining unpaid net earnings credit deficit will be carried forward to the first twelve (12)

months of the second twenty-four (24) months of this 2011-2015 Bartle Depository Services Contract. If at the

end of this twelve (12) month period, there is a cumulative net earnings credit deficit, Depository Bank will issue

a statement setting forth the cumulative net earnings credit deficit for that twelve (12) month period, plus any

deficit carried forward from the first twenty-four month period as set forth above. Within thirty (30) days of its

receipt of this Depository Bank statement, Dallas Connty will pay Depository Bank the entire net earnings credit

deficit. At the termination of this Contract (i.e., at the end of the second twelve (12) months of tbe second twenty

four (24) months of this 2011-2015 Bank Depository Services Contract), within thirty (30) days of its receipt of

Depository Bank's statement, Dallas County will pay Depository Bank the mnount of any net earnings credit

deficit. At the termination of this 2011-2015 Bank Depository Services Contract, any unutilized earnings credit

balance (if positive) may accrne to Dallas County in the form of a cash payment, in accordance with statutes. In

the event Dallas County elects (i) above, and there are excess earnings credits available at the end of the first

twelve (12) months of the second twenty-four (24) month period, the Depository Bartl, will rebate to Dallas

Connty excess earnings credits up to but not to exceed an amount equal to the deficit amount paid at the end of

the first twenty-four (24) month period. Notwithstanding any provision contained herein, Dallas County shall

have the unrestricted right to pay all or any portion of any net earnings credit deficit at any time prior to the

termination of this 2011-2015 Bank Depository Services Contract, without penalty, interest, addition or other

charge.

Depository Bank may propose an alternative method to provide Dallas County free banking.

• REQUESTFORAPPuCA1l0NS No. 2011-056-5509 PAGE 30

17. BUSINESS CONTINUITY AND DISASTER RECOVERY

Depository Bank must have an established Business Continuity Plan to ensure that essential functions of the

organization are able to continue in the event of serious adverse circumstances. The Depository Bank must create

a Busiuess Continuity Plan that is specific to Dallas County and communicate that plan in writing to the Dallas

County Treasmer and County Auditor. The plan must include a detailed Disaster Recovery component and must

identify key staff support with contact information, should the Disaster Recovery Plan be initiated.

18. CHILD SUPPORT

Depository Bank will waive all bank charges on Dallas County Child Support accomlls. Depository Bank will not

debit Dallas County Child Support accounts except for dishonored or returned checks.

19. TRANSITION COSTS

Depository Bank shall provide financial assistance to Dallas County to mitigate the costs of transitioning from

Dallas County's CUlTent depository, Bank of America, to a new depository. Depository Bank shall mitigate all

transition costs, including but not limited to: I) technology set-up; 2) training; and 3) printing of forms.

Depository Bank may be required to place in escrow an amount of $50,000 for payment of transition costs as

inculTed. At the end of this Contract's term, County may apply any funds remaining in such escrow accOlmt to

reduce banking fees or cost of business fees with Depository Bank.

20. CERTIFIED CHECKS

•

A certified or cashier's check iu the amollOt of $2,035,000.00 as required by Law, payable to the Honorable Clay


making application for becoming the Depository Bank for the Public Funds under the jurisdiction of Dallas

County, including Dallas COllOty School District Funds. It is lIOderstood that such check will not be deposited or

invested by Dallas COllOty, except as liquidated damages for failure to qualify in a timely manner as County

Depository Bank, if so chosen. In the event that said Bank is not awarded the 2011-2015 Dallas COllOty Bank

Depository Services Contract, said original check shall be retumed upon the official qualification and award of

Contract to another Bank.

A certified or cashier's check in the amount of $48,000.00 as required by Law, payable to the Honorable Clay


making application for becoming the Depository Bank for the Trust FlIOds of the COllOty and District Clerks of

Dallas County. It is understood that snch check will not be deposited or invested by Dallas County, except as

liquidated damages for failure to qualify in a timely manner as County Depository Bank, if so chosen. In the

REQUESTFORAPPUCAllONS No. 2011-056-5509 PAGE31

•

event that said Bank is not awarded the 2011-2015 Dallas County Bank Depository Services Contract, said

original check shall be returned upon the official qnalification and award of Contract to another Bank.

21. MOST FAVORED NATION CLAUSE (MFN)

Depository Bank will extend to Dallas County its most competitive prices for comparable products and services

that are offered to its best commercial and governmental clients, anywhere. Fees for all soft costs such as security

(Positive Pay, Blocks and Filters, Embedded Seals, etc.), account maintenance charges, item processing,

infonnation system reports, routine snpplies, safety deposit box fees, cnstodian fees, miscellaneous charges, costs

for collateralization and any and all non-hard costs shall be waived.

22. INDEMNICATION

To the fullest extent authorized by law, the Depository Bank, including its assigns, snbcontractors, officers,

directors, employees (collectively, "the Depository Bank ") shall forever waive, release, indemnif'y and hold

harmless County, its Commissioners, Judge, assigns, officers, directors, employees (collectively, "County") from

and against any and all losses, damages, injuries (including death), causes of action, claims, demands, liabilities,

jndgments, snits, losses, damages, fines, assessments, penalties, adverse awards and expenses (whetiler based

npon tort, breach of contract, patent, trademark or copyright infringement, or other intellectual property

infringement, failure to pay employee taxes or withholdings, failure to obtain workcr's compensation insurance, or

otherwise), whether known or unknown, including, wiiliout limitation, legal and related legal fees and expenses,

of any kind or nature arising ont of or on account of, or resulting from (I) any actual or alleged intentional or

negligent act or omission of, or default in tile perfonnance of, attempted perfonnance of, or failure to perfofl1l, its

obligations pursnant to this Contract by the Depository Bank, (2) the Depository Bank's involvement in the

specified services llllder this Contract, (3) Any tefl1lS or conditions or provisions or underlying provisions of this

Contract, including but not limited to, any premises or special defect known or unknown to County, and any

injury to individuals present during ilie Depository Bank's involvement under the ternlS and conditions of the

services and Contract, including willful acts such as assault, copyright, licensing and patent infringement relating

to any software and/or equipment provided by the Depository Bank; and wrongful inlprisomnent or other

intentional torts as a result of incorrect and/or scrambled infornlation downloaded from any software and/or

equipment provided by the Depository Bank, and (4) the selection, provision, misuse, use or fuilure to use, by the

Depository Bank or any person or entity, of any medical devices, tools, supplies, materials, equipment, any other

devices, tools, supplies, materials, equipment, or vehicles (whether owned or supplied by County, or any other

person or entity) in connection said work or operations;

AND FURTHER, the Depository Bank , to the fullest extent allowed by law, agrees to waive, release, indemnify

and hold harmless County against any and all losses, damages, injuries (including deaili), causes of action, claims,

demands, liabilities, judgments, suits, fines, assessments, penalties, adverse awards and/or other expenses, of any

kind or nature whatsoever (whether based upon tort, breach of contract, patent, trademark or copyright

REauESTFORAl'PUCATlONS No. 2011·056-5509 PAGE32

infhngement, or other intellectual property infringement, failure to pay employee taxes or withholdings, failure to

obtain worker's compensation insnrance, or otherwise), inclnding, without limitation, legal and related legal fees

and expenses, of any kind or nature that are incurred by or sought to be imposed on County arising out of or on

account of, or resulting from injury (including death), whether known or unknown, including, but not limited to,

exposure to any disease, by any mal111er or method whatsoever, or damage to property (whether real, personal or

inchoate), arising out of or in any way related (whether directly or indirectly, causally or otherwise) to the

Contract and/or the performance of, attempted performance of, or failure to perform, operation or work by

Connty, its contractors, or its subcontractors, and/or any other person or entity. This indemnification shall apply,

whether or not any such injury or damage has been brought on any theory ofliability, intentional wrongdoing,

strict product liability, County's negligence, or breach of non-delegable dnty. The Depository Bank further

agrees to defend (at the election ofConnty) at its sole cost and expense against any claim, demand, action or suit

for which indemnification is provided herein.

Approval and acceptance of the Depository Barue's services by County shall not constitute nor be deemed a

release of the responsibility and liability of the Depository Bank for the accuracy and competency of their

services; nor shall such approval and acceptance be deemed to be an assumption of such responsibility by the

ComIty for any defect, error or omission in the services performed by the Depository Bank in this regard. The

Depository Bank shall defend, hold hanl1less and inde111l1ify the County for damages reslliting from such defects,

errors Of omISSIons.

No Indemnification by County: The Depository Bank acknowledges and agrees that Dallas County does not have

the ability under Article XI, Section 7 of d,e Texas Constitution to indemnify the Depository Bank or any other

third party for damages arising under dlis Contract.

Survival. These provisions shall survive completion, suspension, termination, expiration and/or cancellation of

this Contract, or any detemlination d,at d,is Contract or any portion hereof is void, voidable, invalid or

unenforceable.

23, TERMINATION FOR CONVENIENCE

•

COllilty may terminate dIe Contract for convenience. County shall exercise its termination option by delivering to

Proposer written notice of such telmination identifying the termination date which shall be at least one hundred

twenty (120) days after the date of such notice. In connection with any such termination County shall have no

liability to Proposer for amonnts in excess of the normal charges through the date oftennination. Sueh notice of

termination shall be by registered or certified mail, return receipts requested, and will be deemed given upon

receipt of such notice by the other party .

REooESTFORAPPUCA11ONS No. 2011-050-5509 PAGE 33

24. TERMINATION FOR INSOLVENCY

County shall have the option to tenninate the Contract in its entirety ifthe Depository Bank (i) becomes insolvent

or is tillable to meet its debts as they mature, (ii) files a voluntary petition in bankruptcy or seeks reorganization or

to effect a plan or other arrangement with creditors, (iii) files an answer or other pleasing admitting, or fails to

deny or contest, the material allegations of an involuntary petition filed against it pursuant to any applicable

statute relating to bankruptcy or reorganization, (iv) shall be adjudicated a bankrupt or shall make an assignment

for the benefit of its creditors generally, (v) shall apply for, consent to or acquiesce in the appointment of any

receiver or trnstee for all or a substantial part of its property, (vi) any such receiver or trustee shall appointed and

shall not be discharged within thirty (30) days after date of such appointment.

25. TERMINATION FOR CAUSE

County shall have the option to terminate the Contract, for cause: (i) for a material breach of such Contract by the

Depository Bank that is not cured by the Depository Bank within ten (10) days of the date on which County

provides written notice of breach; (ii) for a material breach of such Contract by the Depository Bank that is not

reasonably subject to cure within ten (10) days after it occurrence; (iii) ifit is detemlined by County, that there

exists a plurality of non-material breaches by the Depository Bank that have a material adverse impact on of

services. County shall exercise its termination option by delivering the termination date which shall be at least ten

(10) days from the date such tcnnination notice is delivered to the Depository Bank . Such notice of termination

shall be by registered or certified mail, return receipts requested, and will be deemed given upon receipt of such

notice by the other party.

26. INSURANCE REOIDREMENTS

•

Without limiting any of the other obligations or liabilities of the Depository Bank's and each of its subcontractors,

the Depository Bank's agrees that it will have and maintain, and will require its subcontractors to have and

maintain, at own expense, in full force and effect minimum insurance for themselves, including their officers,

employees, agents, representatives, volunteers and subcontractors (collectively, "the Depository Bank"') with

companies approved by the State of Texas and satisfactory to County;

As a condition precedent to commencement of any work, within ten (10) calendar days after the Effective Date of

this Contract, the Depository Bank shall furnish to the Dallas County Purchasing Agent (at the same address

given below under this Insurance heading) the following minimum insurance coverage that show the County as

the certificate holder and covers the period of the Term of this Contract and any renewals:

Statutory Workers' Compensation Insurance

Workers' compensation insurance that meets the requirements of the Texas Workers' Compensation Act, Title 5,

Subtitle A of the Texas Labor Code and the Texas Department of Insurance: Workers Compensation Commission

("TWCC") Rules, or if self-insured then Awardees must provide to County evidence of a certificate issued by the

Workers' Compensation Commission approving such self-insurance. If the Depository Bank has no employee (as

REQUESTFORApPUCAl1ONS No. 2011-05&-5509

defined by the Texas Workers' Compensation Actl, the Depository Bank shall provide County with a sworn

Affidavit in lieu of a Certificate of Insurance, which Affidavit shall be attached and incorporated into this

Contract by reference for all purposes. and which shall state that there is no employee. In the event that any work

is subcontracted, the Depository Bank shall require the subcontractors to similarly provide Workers'

Compensation Insurance for all of the subcontractors' employees, unless such employees are afforded protection

by the Depository Bank. The Depository Bank shall bear the burden of all workers' compensation coverage for

all of its subcontractors and subcontractors' employees who do not have workers' compensation coverage. The

Depository Bank also represents that the coverage will be based on proper reporting of classification codes and

payroll amounts, and that all coverage agreements will be filed with an appropriate insurance carrier, or in the

case of self insurance with the Texas Department ofInsurance: Workers' Compensation Division. Providing false

or misleading infonnation may subject the Depository Bank to administrative penalties, criminal penalties, civil

penalties or other civil actions.

Types of Coverage

Workers' Compensation

Employer's Liability Bodily injury by Accident Bodily injury by Disease Bodily injury by Disease

Limits of Liability

Statutory

$500,000.00 Each Accident $500,000.00 Each Employee $500,000.00 Policy Limit

ProfeSSional Liability Insurance or Errors and Omissions Insurance: The Depository Bank shall indemnify

County for damages resulting from defects, errors or omissions and shall secure, pay for and maintain in full force

and effect during the Term of this Contract and any subsequent extensions hereto and thereafter for an additional

five (5) years from the effective date of cancellation, termination or expiration of this Contract or any subsequent

extensions hereto, sufficient errors and omissions insurance in a minimum amount of Five Hundred TIlOusand and

00/100 Dollars ($500,000.00) per occurrence with certificates of insurance evidencing such coverage to be

provided to the County. Such certificates of insurance shall specifically name the County as a loss payee.

Commercial General Liability Insurance, including Contractual Liability Insurance: The Depository Bank shall

maintain Commercial General Liability Insnrance coverage for the following: (a) Premises Operations; (h)

Independent contractors or consultants; (c) ProductslCompleted operations; (d) Personal injnry; (e) Contractual

liability; (f) Explosion, collapse and underground; (g) Broad form property damage, to include fire legal liability.

Such insurance shall carry a limit not less than One Million and 001100 ($1,000,000.00) for bodily injury,

property damage, and blanket contractual coverage per occurrence with a general aggregate of Two Millions and

00/100 ($2,000,000.00) and products and completed operations aggregate of One Million and 00/100

($1,000,000.00). There shall not be any policy exclusion or limitations for personal injury, advertising liability,

medical payments, fire damage, legal liability, broad form property damage, andlor liability for independent

• REQUEST FORAPPUCA1lONS No. 2011-056-5509 PAGE 35

•

contractors and volnnteers, or such additional coverage or increase in limits, including those contained within any

specifications.

Commercial Automobile Liability Insurance: Plior to nsing or causing to be used a motor vehicle other than a

vehicle for hire (i.e. cab), the Depository Bank shall furnish to the County a certificate showing commercial

automobile liability insurance covering all owned, hired and non-owned vehicles (excluding cabs) used in

connection with the services perfomled nnder this Contract, with the minimum limits of One Hundred Thousand

and 001100 Dollars ($100,000.00) each person and Three Hundred Thousand and 00/100 Dollars ($300,000.00)

each accident for bodily injury and One Hundred Thousand and 001100 Dollars ($100,000.00) each occurrence for

property damage or a combined single limit for bodily injury and property damage liability in a minimllln amount

of Four Hundred Thousand and 001100 Dollars ($400,000.00).

Commercial Crime Insurance: Commercial crime insurance in a minimum amount of Two Million Dollars and

No Cents and 001I00 Dollars ($2,000,000.00) that shall cover losses arising from or due to, without limitation,

employee dishonesty, theft, disappearance and destmction, premises burglary, computer fraud, robbery, and safe

burglary of monies or securities.

Electronic and Computer Crime Insurance: Electronic and computer crime insurance in a mininmm amOlmt of

Two Million Dollars and No Cents and 00/100 Dollars ($2,000,000.00) that shall cover losses arising from or due

to, without limitation, an unauthorized person or entity's fraudulent input, modification, destruction, introduction

ofa virus, transfer, and/or access to/from the Depository Bank's electronic or computer system.

TI,e Depository Bank's agrees that, with respect to the above referenced insurance, all insurance contracts/policies

will contain the following required provisions:

Name County, its elected and appointed officials, employees and agents acting on its behalf, as

additional insurers (as the interest of each insured may appear) as to all applicable coverage.

This insurance shall not be canceled, limited in scope or coverage or non-renewed nntil after

thirty (30) calendar days prior written notice, or ten (10) calendar days for non-payment of

preminm, has been given by the insurance company to the County.

Provide for an endorsement that the "other insnrance" clause shall not apply to the County where

the County is an additional insnred on the policy with the coverage on this policy to be primary

and non-contribntory to the extent required by this Contract.

• REOUESTFORApPUCATlONS No. 2011"()56-5509 PAGE 36

•

Provide for notice to the County to the person and at the address shown below by registered or

certified mail, return receipt requested, and full postage paid, sent to:

Dallas County Purchasing Agent

Records Building

509 Main Street, tJh Floor, Room 623

Dallas, Texas 75202-5799

The Depository Bank's agrees to waive subrogation, and each applicable policy of insurance shall

state a waiver of subrogation, against Connty, inclnding its elected officials, officers, employees,

volllllteers, agents and representatives, for injuries, including death, property damage and/or any

other loss,

The Depository Bank's shall be solely responsible for all cost of any insnrance as required here, any and

all deductible amount or self-insured amollllt, which in no event shall exceed ten percent (10%) of the

amount iusured and in the event that an insurance company should deny coverage,

It is the intent of these requirements and provisions that the Depository Bank's insurance covers all cost

and expense so that the County, including its elected officials, officers, employees, volunteers, agents and

representatives will not sustain any expense, cost, liability or financial risk as a result of the performance

of services nnder this Contract

Insurance Certificates: The certificates of insurance shall list Dallas County as the certificate holder.

Any and all copies of Certificates of Insurance shall reference any applicable RF A (Reqnest for

Application) nlllllber for which the insurance is being supplied, All insurance policies or duly executed

certificates for the same required to be carried by the Depository Bank's under this Contract, together

with satisfactory evidence of the payment of the premiUlll thereof, shall be delivered to the Dallas County

Purchasing Agent located at the Dallas County Records Building, 509 Main Street, 6th Floor, Dallas,

Texas 75202 within ten (10) calendar days of execution and/or renewal of this Contract and upon

renewals and/or material changes of such policies, but not less than fifteen (15) calendar days prior to the

expiration of the term of such coverage, or such non-delivery shall constitute a default of this Contract

subject to immediate termination at County's sole discretion.

All insurance coverage shall be on a per occnrrence basis or a per claim basis if the Depository Bank's

provides for five (5) year tail coverage, nnless specifically approved in writing and execnted by the

Connty's Purchasing Agent and Risk Manager.

• REQUEST FORAppUCAIDNS No, 2011'()56-5509 PAGE37

•

All insurance required to be carried by the Depository Bauk's and/or subcontractors under this Contract

shall be acceptable to the County in form and content, in its sole discretion. All policies shall be issued

by an insnrance company acceptable and satisfactory to Connty and authorized to do business in the State

of Texas. Acceptance of or the verification of insurance by County shall not relieve or decrease the

liability of the Depository Bank's.

Minimum insurance is a condition precedent to any work performed under this Contract and for the entire

Term of this Contract, inclnding any renewals or extensions. In addition to any and all other remedies

COUllty may have upon the Depository Bank's failure to provide and maintain any insurance or policy

endorsements to the extent and within the time herein required, or such insurance lapses, is reduced below

minimum requirements or is prematurely terminated for any reason, County shall have the right to:

Order the Depository Bank's to stop work andlor services hereunder, which shall not constitute a

Suspension of Work;

Withhold any payment(s) which become due to the DepositOlY Bank's until the Depository

Bank's demonstrates compliance with the requirements and assurance and proof acceptable to

County that there is no liability to County for failure to provide such required insurance;

At its sole discretion, declare a material breach of this Contract, which, at County's discretion,

may result in:

Termination of this Contract;

Demand on any bond, as applicable;

The right of the County to complete this Contract by contracting with the "next low proposal." the Depository Bank's will be fully liable for the difference between the original Contract price and the actual price paid, which amount is payable to COUllty by the Depository Bank's on demand; or

Any combination of the above;

Obtain such insurance and deduct from the payments to the Depository Bank's the expense of

obtaining such insurance and the cost of insurance premiunls. However, neither the Depository

Bank's nor any third party shall have any recourse against the County for payment of any

premiums or assessment for any deductibles, or payment of any amount that would have been

payable by any such insurance, as all such liability, cost, expense, premiums and deductibles are

the sole responsibility and risk of the Depository Bank's; and

Any combination of the above .

• REQUESfFORAPPUCAIDNS No. 2011'{)56-5509 PAGE 38

"

The Depository Bank's shall promptly advise Connty in writing of any claim or demand, against County or the

Depository Bank's, known to the Depository Bank's related to or arising out of the Depository Bank's activities

under this Contract

Approval, disapproval or failure to act by the COlmty regarding any insurance snpplied by the Depository Bank's

shall not relieve the Depository Bank's of full responsibility or liability for damages and accidents as set forth

herein. Neither shall bankruptcy, insolvency or denial of liability by any insurance company exonerate the

Depository Bank's from liability.

Acceptance of the services, or failure to act by County shall not constitute nor be deemed a release of the

responsibility and liability of the Depository Bank's, its employees, associates, agents or subcontractors for the

accuracy and competency of their services; nor shall such acceptance be deemed an assnmption of responsibility

or liability by County for any defect in the services perfonned by the Depository Bank's, its employees,

snbcontractors, and agents.

Nothing herein contained shall be construed as limiting in any way the extent to which the Depository Bank's

may be held responsible for payments of damages to persons or property resulting from the Depository Bank's or

its subcontractor's perfOlmance of the work covered under this Contract.

Survival: The provisions of this Section shall survive completion, suspension, termination or expiration of this

Contract, or any detennination that this Contract or any portion hereof is void, voidable, invalid or nnenforceable.

Insurance Lapse: Pursuant to Section 94.73 of the Dallas County Code, if the DepositOly Bank's fails to maintain

the insurance required under the Contract continuously at all times during the period stated in the Contract, or

otherwise has a lapse in any of the required insurance coverage, including workers' compensation coverage, the

Depository Bank's shall reimburse the County for any and all costs, including attorney's fees incurred by the

County in curing said default. In the event of any insurance lapse, the County shall retain five percent (5%) of the

value of the total Contract Sum for a period of six (6) months from the date of the cure of the insurance lapse or

the date the Contract has ended, whichever is later, to cover the County's potential exposure to liability during the

period of the insurance lapse.

The Depository Bank's further agrees to indemnify Connty for any penalties, fines, jury awards, court costs,

litigation expenses, and attomeys' fees incurred by County due to the Depository Bank's failure to maintain the

required insurance at all times during the Term of the Contract. the Depository Bank's, at its own expense with

Counsel of Connty's choice, will defend and hold County harmless in any claim or action against County that

occurred as a direct or indirect result of the Depository Bank's failure to maintain insurance at all times during the

REQUESTFORAPPUCAllONS No. 2011-056-5509 PAGE 39

Term of the Contract. Withont waiving any rights under Sovereign Immunity, the County shall cooperate with

and may monitor the Depository Bank's in the defense of any claim, action, or proceeding and will, if appropriate,

make employees available as the Depository Bank's may reasonably request with regard to such defense, subject

to the reimbursement by the Depository Bank's of all costs and expenses occasioned by the County's cooperation

in such defense. The Depository Bank's agrees not to settle any snch claim without the County's consent, which

consent will not be unreasonably withheld or delayed.

27. SOVEREIGN IMMUNITY

This Contract is expressly made subject to County's Sovereign hnmunity, Title 5 of the Texas Civil Practices and

Remedies Code, and all applicable federal and state laws. The parties expressly agree that no provision of this

Contract is in any way intended to constitute a waiver of any immnnities from suit or from liability that the

County has by operation oflaw. Nothing in this Contract is intended to benefit any third party beneficiary.

28. DISCLOSURE FORM CIO

Effective Jannary 1, 2006, Chapter 176 of the Texas Local Government Code requires that any Proposer or person

considering doing bnsiness with a local govenmlent entity disclose in the Questiol11laire Form CIQ, the Proposer

or person's affiliation or business relationship that might cause a conflict of interest with a local govemment

entity. By law, this questiommire must be filed with the records administrator of Dallas County no later than the

7tll business day after the date the person becomes aware of facts that require the statement to be filed. See

Section 176.006, Local Govemment Code. A person commits an offense if the person violates Section 176.006,

Local Govemment Code. An offense under this section is a Class C misdemeanor. The questionnaire is included

in this solicitation. By submitting a response to this request, the Proposer represents that it is in compliance with

the requirements of Chapter 176 of the Texas Local Govemme11t Code. Please send completed f011ns to the Dallas

County Clerk at 509 Main Street, 2nd Floor, Dallas, Texas 75202.

29. GOVERNING LAW AND VENUE

This contract agreement shall be govemed by and construed under the laws of the State of Texas, and all

obligations of the parties created hereunder are perfonnable in Dallas County, Texas. In any legal action arising

from tllis agreement, the laws of Texas shall apply, and exclusive venue shall lie in Dallas County, Texas.

30. GENERAL CONTRACT MATTERS

A Bank shall respond only to the Specification Requirements, Proposal Sheets, and AttaclmlCnts A, B, and C, and

in order to be considered a responsive bid, a Bank shall fill in all blanks on the Specification Requirements,

Proposal Sheets, and Attachments A, B, and C, complete only the provided copy as presented, identifying any

changes to tenninology or figures contained in the Bid. Dallas Connty reserves the right to retain original

wording in the Contract Bid, which may have been changed by the Bidder, without rejection of the entire Bid

Contract.

• REQuESTFORAPPUCATlONS No. 2011-056-5509 PAGE40

Dallas County requires that all banking services, programs, eqnipment functionality, time frames, and technology

shall equal or surpass similar provisions for Dallas County under the 2011-2015 Bank Depository Services

Contract.

The Specification Requirements, Proposal Sheets, and Attachments A, B, and C, must be signed in all appropriate

places by a duly authorized Bank Official.

Upon selection of a Depository Bank and the award of the 2011-2015 Bank Depository Services Contract by the

Commissioners Court, this Specification Requirements, Proposal Sheets, and Attachments A, B, and C, shall

become the official Depository Contract between Dallas County and the Depository Bank.

It is understood that the Bank awarded the 2011-2015 Dallas County Bank Depository Services Contract shall

comply with all aspects of the 1989 Financial Institution Reform, Recovery and Enforcement Act (FIRREA)

which requires the Board of Directors or Loan Committee of said Bank, to formally approve this Specification

Requirements and Bid for County Depository of Dallas County, Texas for 2011-2015, plus Attachments "A",

"B", and "COO, as the Depository Contract between said Bank and Dallas County, such action preferably to take

place during the 15 days of Qualification as County Depository, following official award of said Contract by the

Dallas County Commissioners Court. The Commissioners Court of Dallas County reserves the right to reject any

and all bids for the 2011-2015 Bank Depository Services Contract.

Bank of America, N.A. Bank Name

*

April II, 2011 Date

* Bank of America provides its signature to the preceding Specification Requirements with the understanding that the Specification Requirements must be executed by an authorized official in order for the Bank's proposal to be considered a responsive bid by Dallas County. However, as a long-standing client of Bank of America, Dallas County previously negotiated and has agreed to our Treasury Services Agreement General Provisions with accompanying Treasury Services Addenda (the "General Provisions"), and the Bank currently provides treasury services to the County on an ongoing basis pursuant to those General Provisions. If again selected as Dallas County's services provider, the Bank suggests that the most successful approach for any resulting agreement would be, and therefore expressly requests, to continue providing services under the tenns and conditions of the General Provisions. Understanding there may be additional terms and conditions the County must have in a final agreement with a service provider, such as the County's Specification Requirements, the Bank is willing to work with the County and negotiate, in good faith, to incorporate and integrate such terms with the existing General Provisions into an updated final agreement. We can successfully do so through the use of our "Umbrella Agreement for Government Banking Services" document, which the County has also previously negotiated and signed with the Bank. This agreement integrates various tenns and documents into a single contract, and establishes the order of authority for resolving potential conflicts between them. Bank of America suggests that if again selected as Dallas County's services provider, timely negotiations can be undertaken as needed to arrive at a final updated agreement. With respect to the County's Specification Requirements, the Bank prospectively notes that the following sections conflict with the existing General Provisions and would require further discussions prior to any final incorporation: 2, 7, 8, 10-13, 15-18, 21-22, 26, and 30 .

., e ReqUEST FORAPPLICA noNS No. 2011 '()S6-5S09 PAGE 41

•

SERVICE DESCRIPTION

ATTACHMENT "A"



2011-2015

MONTHLY ACTIVITY

BALANCE RELATED SERVICES FDIC ASSESSMENT (Statement amount) $59,892,206.00

DEPOSITORY SERVICES Account Maintenance Reg/Money :Mkt Ck 9 Banking Center Deposit 1 Vault Deposit 515 Item Processing Deposit 9 Deposits Posted-Other 134 Deposit Correction-Non Cash 1

, Depository + Master Acet Maint 1 Depository + Sub Acet Maint 11 Returns ERlN 230 General Cks Paid Truncated 1340 General Cks Paid-Not Truncated 1 Direct DDA Stmt Per Acct 10 Direct Stop Pay Inquiry 1 Direct Paid Item Inquiry 82 Retums-Chargeback 102 Returns-Reclear 128 Returns-Redear Service Fee 18 RETURNA·ALTERNATE CHG PER MTll 1 Checks Dep Un-Encoded Items 21 Checks Dep Pre-Encoded Items 16 Cks Dep Pre-encoded Items 2

. Checks Deposited Foreign Items : 1 Checks Deposit Rejects 1

) Checks Dep Rejects >.8% 1 Checks Deposit Reject Cash Ltr 1 Stop Pay Automated> 12 months 12 OD Items Paid-Returned 1

I N SF ITEMS P AIDIRETUR-NED i 1 ! Debits Posted-Electronic 150

Credits Posted --Other 176 Credits Posted-Electronic 1



.013 7.786

5.00 45

.20 .20

.04 20.60 ,20 l.80

.04 5.36

.50 .50

50.00 50,00

5.00 55.00

1.00 230.00

.02 26.80

.02 ,02

0,00 0.00

1,00 1.00

.1. 00 82.00 i 1. 00 102.00

,

l.00 128.00

0.00 0.00

0,00 0.00

I 0.00 0,00 0.00 0.00

0,00 0.00

0.00 0.00

0.00 0.00

0,00 0.00 , 0.00 0,00

0.00 0.00

1,00 ±j 5.00 5.00 .05 7.50

.20 35,20"1

,20 ,20

PAGE 42

•

SERVICE DESCRIPTION


IMAGE Deposit

IRD Deposited Items


Image Deposited lterns

GEN DISB CKS PD-IS FRONT lMG

ATTACHMENT "A"



2011-2015

MONTHLY ACTIVITY 28 2 154 61772

·444

I

COMMERCIAL DEPOSITS-CASH VAULT Curr/Coin Dep/$100·Bkg etr 1 Curr/Coin Dep/$lOO·Vlt 51996 Currency Supp/$l OO~Std· vJt 965

I-c--. . C h DeposIt CorrectIOn as 2 Currency Supp/>1 OO·Std· V1t 336 Change Order-Standing-VLT 1 Coin Supp/RolI·Bkg·CTR 8 Coio Supplics/Roll-VLT 2058 Change Order Bkg Ctr 2 Dep Conditioning-Surchar-Vault 1 Curr Supp/,1 00 - Bkg etf 9 Fax Notification DeN Vlt 1 Change Order -Auto-Vlt 138 Mail Notification-DCN-VLT I 1

j Main Notification-receipt-vlt 31

GENERAL ACH SERVICES I ACH Return Item II ACH Monthly Maintenance (E) 3 ACH Input·FILE 8 ACH BLOCKS AUTH 1NSTRUCTIONS 3

ACH Blocks/AUTH Maint I I ACH Consumer On Us Debits 7

ACH Consumer Off Us Credits 8 J ACH Corporate Off Us Debit

ACH Corporate On Us Credits 147 ACH Corporate On Us Credits 419

REQUEST FOR ApPLlCATJONS No. 2011·056-5509

UNIT I TOTAL PRICE CHARGE 0.00 O'?(==i .06 .12

.10 1.54 I

.06 3 706

.06 26.64

.02 .02

.05 .05

.04 2,079.84

.05 48.25 ._-1.00 2.00

.05 16.80 I I

.30 .30

.05 .40

.05 102.50

.30 .60

0.00 0.00

.05 .40

1.00 i 1.00

.50 -r 69.00 LOa 1.00

--1.00 31. 00

0.00 0.00

5.00 I 15.00 5,.00 40.00

0.00 0.00

0.00 0.00

.02 .14 I .02 .16

.02 0 00 j

.02 2.94

.02 8.38 1

• PAGE 43

•

SERVICE DESCRIPTION

ACH Corporate Off Us Credits

ACH Debit Received Item


ACE Corporate Off Us Debits

ATTACHMENT "A"



2011-2015

MONTHLY ACTIVITY 180

I 176 1

1 I

, CONTROLLED DISBURSEMENTS , Controlled Disb Maintenance 1

Cont. Dish Cks Paid-Truncated 1 Cont Disb Cks Paid-Truncated 1 ACH Funding 1

WIRE TRANSFER r Wire Module Maintence Fee 1

Eke Wire Out Domestic 1 t Elee Wire Out-Book DB 1 . Incoming Domestic Wire 3

Wire Advice Mail 3 Wire Advice-Phone 1

I Elee Wire Bk Mnt Temp Storage 1 Book Credit 1

ACCOUNT RECONCILIATION ; ARP Full Recan Input File , J

ARP Full Recon Maint-PPR RPTS 1 ARP Partial Maint-Paper RPTS 1 arp Recan Trans End of Cycle 1

INFORMATION SERVICES I Direct Previous Day Acet 12

Direct Current Day Acet 12 Mainframe Trans-CDR ltem 2131 Direct Current Day Std Item 2044 r Direct Previous Day EXT Item 3115 Mainframe Trans-CDR Account 17

REQUEST FOR ApPLICATIONS No. 2011·056·5509


.02 3.60

0.00 0.00

.02 .02

.02 .02

5.00 5.00

.02 ; .02

.02 .02

25.00 25.00

--

0,00 0.00 I

l.00 1.00

1.00 1.00 0.00 0.00

0.00 0.00

0.00 0.00

0.00 0.00 0.00 0.00

;

0.00 0.00

n nn n.OO 0.00 0.00

5,00 5.00

,

0.00 I 0.00

0.00 0.00

.02 I 42.62

.02 40.88

.02 62.30

25.00 175.00

• PAGE 44

SERVICE DESCRIPTION

I ED! SERVICES . Paymode Maintainance

Paymode Transaction

Direct EDI Report Per Acct


I Receiving~advising~online


Cashpay Elec~Enrollment


CD ROM RER IMAGE

CD ROM DISK

I IMAGE MAINTENANCE - DIRECT , IMAGE MAINTENANCE - DIRECT

I I IMAGE RETRIEVAL BA DIRECT I

• REQUEST FOR ApPLICATIONS No. 2011-056-5509

ATTACHMENT "A"



2011-2015

MONTHLY UNIT ACTIVITY PRICE

1 250

1 .45 1 25.00 1 .7,; 1 25.00

1 5.00 ' 1 0.00

6 0.00 1730 0,00 1 0.00 1 10.00

10

--l 10.00 26 .25

-

TOTAL CHARGE

250

.45

25.00

.75

25.00

5.00 0.00

0.00

0.00 ,

0.00 10.00

100.00 6.50

• PAGE 45

I SERVICE DESCRIPTION

ATTACHMENT "A"



2011-2015

MONTHLY ACTIVITY

UNIT PRICE

I BALANCE RELATED SERVICES i FDIC ASSESSMENT (Statement amount) $15,242,382.00

FDIC for Tax Assessor .013 DEPOSITORY SERVICES Account Maintenance RegIMoney Mkt Ck 9 5.00 Banking Center Deposit 1 20 Vault Deposit 515 nA Item Processing Deposit 9 .20

I Deposits Posted~Other 134 .04 Deposit Correction-Non Cash 1 .50 Depository + Master Acct Maint 1 so.nn

I Depository + Sub Acet Maint 11 5.00 I Returns _ ERIN 230 1.00

General Cks Paid Truncated 1340 .02 General Cks Paid-Not Truncated 1 .02 Direct DDA Stmt Per Acet 10 0.00 Direct Stop Pay Inquiry 1 l.00 Direct Paid Item Inquiry 82 l.00 Retums-Chargeback 102 l.00 Retums-Reclear 128 l.00 Returns-Reclear Service Fee 18 0.00

I RETURNA-ALTERNATE CHG PER.MTH 1 0.00 . I Checks Dep Un-Encoded Items 21 0.00 i Checks Dep Pre-Encoded Items 16 0.00 Cks Dep Pre-encoded Items 2 0.00 Checks Deposited Foreign Items 1 0.00 Checks Deposit Rejects 1 0.00 Checks Dep Rejects >.8% 1 0.00

. Checks Deposit Reject Cash Ltr 1 0.00 Stop Pay Automated >12 months 12 0,00 OD Items Paid-Returned 1 1. 00 NSF ITEMS PAID/RETURNED i 1 5.00

I Debits PostedHElectornic 150 .05 Credits Posted -Other 176 .20 ! .

REQUEST FOR ApPLiCATIONS No. 2011-056-5509

TOTAL I

CHARGE

1 982

45.00

+_--2.0 I 20.60

l.80

5.36

.50

50.00

55.00 230.00

26.80 ,

·"1,

.02 O.OQ

l.00

82.00

102.00

128.00 0.00

0.00

0.00 .. .. - ,

0.00

0.00 O. 00

0.00

i 0.00

I 0.00 0.00 j LOa 5.00

.

7.50

35.20

• PAGE 46

•

SERVICE DESCRIPTION

Credits Posted-Electronic


IMAGE Deposit

IRD Deposited Items



GEN DISB CKS PD·IS FRONT IMG

I

ATTACHMENT "A"



2011-2015

. MONTHLY ACTIVITY 1

28

2

154

61772

444 1

UNIT PRICE

.20

0.00

.06

.10

.06

.06

.02

COMMERCIAL DEPOSITS-CASH VAULT Curr/Coin Dep/$l OO~Bkg Ctr 1 .05 Curr!Coin Dep!$]OO·Vlt 51996 .04 Curreocy Supp/$ I OO-Std-Vlt 965 .05 Deposit Correction Cash 2 1. 00 Currency Supp/$l OO-Std-Vlt 336 .05 Change Order-Standing-VLT 1 ,n Coin Supp/Roll-Bkg-CTR 8 .05 Com SupplieslRoll-VLT 2058 .05 Change Order Bkg Ctr 2 .30

, Dep Conditioning-Surchar-Vault 1 0.00 Curr Supp!$] 00 - Bkg Ctr 9 .05 Fax Notification DeN Vlt 1 1.00

I Change Order -Auto-Vlt 138 .50 Mail Notification-DCN-VLT I 1 LOa Main Notification-receipt-vlt 31 1. 00

GENERAL ACH SERVICES I ACH Return Item 1 0.00 I

ACH Monthly Maintenance (E) 3 5.00 ACE Input·FILE 8 5.00 -ACE BLOCKS AUTH INSTRUCTIONS 3 0.00 ACH Blocks!AUTH Maint 1 0.00

I ACH Consumer On Us Debits 7 .02 ACH Consumer OffDs Credits 8 .02 ACH Corporate Off Us Debit i .02 ACH Corporate On Us Credits 147 .02


TOTAL CHARGE

I .20 0.00

.12

1.54 3,706

26.64

.02

,05

2,079.84

48.25

2.00 16.80

.30

.40

102.50

.60

0.00

.40 1.00

69.00

1.00 31.00

0.00

15.00

40,00

0.00

0.00

.14

I .16 , I I 0.00

I 2.94

• PAGE 47

•

SERVICE DESCRIPTION

ACH Corporate On Us Credits

ACHCorporate OffDs Credits

ACH Debit Received Item



ATTACHMENT "A"



2011-2015

MONTHLY UNIT , ACTIVITY PRICE

419 .02

180 .02

176 0.00

1 .02 1 .02

CONTROLLED DISBURSEMENTS I Controlled Disb Maintenance 1 5.00

Cont. Disb Cks Paid~Truncated 1 .02 I Cont Disb Cks Paid-Truncated , 1 .02

ACHFunding 1 25.00

WIRE TRANSFER Wire Module Maintence Fee I 0.00 Blee Wire Out Domestic 1 1.00 Elee Wire Out-Book DB 1 1.00

I Incoming Domestic Wire 3 0.00 Wire Advice Mail 3 0.00 Wire Advice-Phone 1 0.00

, Blee Wire Bk Mnt Temp Storage I 0.00 Book Credit I 0.00

, ACCOUNT RECONCILIATION ARP Full Recon Input File I 0.00

"

ARP Full Recon Maint-PPR RPTS I 0.00 ARP Partial Maint-Paper RPTS 1 0.00

. arp Recon Trans End of Cycle I 5.00

INFORMATION SERVICES I i Direct Previous Day Acet ,

12 0.00 Direct Current Day Acet 12 0.00 Mainframe Trans-CDR Item 2131 .02

I Direct Current Day Std Item 2044 .02 I Direct Previous Day EXT Item 3115 .02 ,

Mainframe Trans~CDR Account 7 25.00


I TOTAL I , CHARGE I

8.38

3.60

0.00

.02

.02

5.00

.02

.02

25.00 I

, 0,00

1.00 1.00

0,00

0,00

0.00

0.00

0.00

0.00 , --

0.00 0.00

5.00 , I

-l 0,00

0.00 i 42.62

I 40.88

62.30 j 175,00 i

• PAGE 48

SERVICE DESCRIPTION

EDI SERVICES ~ Paymode Maintainance

Paymode Transaction

Direct ED! Report Per Acet


ReceiYing-advising-online


Cashpay Elee-Enrollment

,


CD ROM RERIMAGE

CD ROM DISK



' IMAGE RETRlEVAL BA DIRECT

• REQUEST FOR ApPlfCATlONS No. 2011-056-5509

ATTACHMENT "A"



2011-2015

MONTHLY ACTIVITY

1

1

1

1

1

1

1

6

1730

1

1

UNIT PRICE

250

.45

25.00

75

?5 nn

5.00

0.00

0,00

0.00 0.00

10.00 10 10.00 26 .25

TOTAL CHARGE

250

.45 25.00

.75

05 nn

5.00

0.00

0.00

0.00 0.00

10.00

100.00 ] I 6.50

• PAGE 49



As a requirement of the 2011-2015 Dallas County Bank Depository Services Contract Bidding Process, the following information must be completed with regard to a Bank's participation in the Community Reinvestment Act, and returned as a part of the Specification Requirements and Proposal Sheets.

1. Please list the type loans your institution is willing to make within the Dallas County area:

By supporting the unique needs of small businesses. the backbone of the U.S. economy. Bank of America fuels the economic stability and job growth across the communities we serve. In the past. we have funded grants and launched partnerships with nonprofit lenders to help them deploy capital in nnderserved communities. and we strive to do more especiaIly in the Dallas County area. In our most recent CRA exam period, Bank of America originated more than 2.6 miIlion CRA-reportable loans totaling more than $266 biIlion. Mortgage Loans: Loans to borrowers in low- and moderate-income census tracts, and minority borrowers. Predevelopment. Construction, Term Finance and Equity for Multifamily Housing. SmaIl Business: Loans and lines of credit to Special SmaIl Bnsiness, including investments in SBICs, Minority-owned Businesses, and Minority Business Venture Capital Funds. Economic Development: Loans, Investments and Grants to Non-profits, including CDFIs, CDes and Financial Intermediaries, which promote Economic Development including both rural and urban-core lowincolne areas,

2. Using zip code boundaries and Home Mortgage Disclosure Act, data, please describe, over the most recently completed fiscal year, your institution's record at meeting the credit needs of the community:

The CRA information that we have provided under separate cover does not aggregate by zip code, but rather by Metropolitan Division (MD). Lending activity in the Dallas-Plano-Irving MD is exceIlent. With the second leading deposit market share, the bank ranks sixth, second and third in market share for home purchase, home improvement and home refinance loans, respectively among deposit-taking institutions within the MD. In addition. the bank's small business lending market share rank is fourth for deposit-taking institutions. The geographic distribntion of smaIl loans to businesses in the DaIlas-Plano-Irving MD is exceIlent. The bank's market share of small loans to businesses in LMI geographies exceeds its overall market share of smaIl business loans in the MD. The bank originated seven community development loans totaling $23.6 million.

3. Please describe your institution's efforts at complying with the Community Reinvestment Act over the most recently completed fiscal year, as well as your affirmative marketing efforts:

The bank's overall CRA Rating for the State of Texas is: Outstanding. The Lending Test for the State of Texas is rated: Outstanding. The Investment Test for the State of Texas is rated: High Satisfactory. The Service Test for the State of Texas is rated: High Satisfactory. Below. you wiIl find our 2009 Public Goal performance by county in the DaIlas Assessment Area.

REQUESTFORApPUCAllONS No. 2011'()56-5509 PAGE 50

..

Bark of America $1.5T Community Oc\Ntlopment Golll Dallas, TX Assessment Area 2009 Performance

Assessment A/'ba Counties COLUN DALI.AS DELTA DSNTON El.US HUNT KAUFMAN ROCKWALL

Product Subeateoory ~ Amount 8!!:l.2!.!ll! ~ Arnotrd ~ Amount Amomt HOME PURCHASEJREFINANCE S 319.697,398 , 360,123,921 S S 194,709,946 S 2D.6JB,817 S 5.309,794 S 13,871,n6 $ 20,572,944 MUlTI·FAMILY PREDEVELOP. ETC. , $ 6,974,426 , , , 2.000.000 , , , S!NGLE-FAMILY PREDEVELOP. ETC. , 1,200,000 S 45,778,424 S S , S S S MORTGAGE LOAN MODlF!CATIONS , 91,865,253 S 199,002,751 , 138,783 S 69,241,280 , 17,587,716 , 2,474,758 S 10,094.591 $ 11,445.974 CONVENTIONAL LOANS I LINES S 38.724,750 S 129,033,852 $ 5,000 S 21,425,000 , 4,338,000 S 416.000 $ 334,000 , 2.473,000 GOVERNMENT-RELATED S , 3,979,000 , S 632,000 , , , S SPECIAL SMALL BUSINESS S 2,414,034 , 7.068.288 , 6,453 S 1,961.212 S 214,357 S 60.532 S 368,655 S 221.540 HOME-RELATED lOANS/LINES S 1.83s,020 S 6,947,7SS , $ 2,174,7Q7 S 223,000 $ 581.400 $ 30,000 S 484,104 OTHER CONSUMER LOANSfL!NES S 16,516 S 226.140 , S 35,000 S 25,000 S 20,000 , S 60,000 STUDENT LOANS S 21,791 S 30,455.074 , S 21,546.298 , 2,410,268 S S 139.843 S ECONOMIC DEV LOANS. INVESTMENTS S S 104,260,000 , S S S S $ NON·PROFIT I TAX-EXEMPT LOANSfGRANTS S 100,828 $ a,1Z2}3S S , 4,-975 S S S • TOTAL PERFORMANCE S 455.875,598 902,572.972 S 150,2'38 311,730,508 S 47,437,158 S 8,862,484 $ 24,838,865 35.257,562

The Neighborhood Excellence Initiative is Bank 0 Bank of America Charitable Fonndation's nationwide signature program which has provided more than $5.3 million to North Texas non profits. local heroes and stndent leaders through three distinct awards:

• Neighborhood Builders - Provides $200,000 in general operating support over two years and provides leadership training to two local nonprofit organizations working to create vibrant neighborhoods. • 2009 North Texas Recipients: Hope Farm, Inc., Metro Dallas Homeless Alliance, North Texas Food

Bank and The Women's Center of Tarrant County • Local Heroes - Recognizes five community heroes, allowing recipients to direct a $5,000 contribution to the

nonprofit of their choice. • Student Leaders - Recognizes five exemplary junior or senior high school students with a paid summer

internship and a week-long leadership program in Washington D.C.

The charitable investments in Dallas have the following initiatives: 1. Education, with an emphasis on K-12 after school & summer care programs; mentoring & leadership

programs: English as a Second Language: and financial literacy 2. Health and Human Services 3. Neighborhood Preservation

Bank of America foundation funded nearly $10 million in grants and sponsorships to area non-profit organizations, and volunteered more than 35,000 honrs in the community during 2009. Several of these organizations serve low and moderate income individuals and geographic areas in Dallas County.

o #1 walk team for the March of Dimes/Walk for Babies, raising nearly $400,000 • #4 walk team for the American Heart Association, raising $153,000 • $200,000 grant to the Dallas Foundation's Safety Net Fund • $100,000 grant to the Tarrant Area Food Bank • More than $10 million in grants and sponsorship to local organizations • Over 35,000 local volunteer hours contributed by our 20,000 associates • Bank of America is one of the largest corporate supporters of the United Way of Metropolitan Dallas raising

more than 1.6 million in 2009. We have placed more Community Reinvestment specific to the Dallas County Area under separate cover, accompanying this response .

•

ATTACHMENT "B"

DALLAS COUNTY COMMUNITY REINVESTMENT ACT

PARTICIPATION REPORT

4. Does your institution employ a full-time individnal whose sole responsibility is developing and implementing your institutions' community reinvestment program?

TI1e bank has a decentralized approach to community development with most lines of business contribnting to our CRA perfom1ance.

5. Over the past 25 months, has your institution been involved in a protest based on the Community Reinvestment Act? If so, please provide snfficient details:

To the best of our knowledge, the bank has not been involved in any protest over the past 25 months based on the Community Reinvestment Act.

6. It is the position of Dallas County to ascertain the procurement policies of institution as it pertains to minority lSSlleS:

We refer the County to please see our Commitment to Supplier Diversity, included in this document in response to the County's requirement to respond to Letter of Assurance A.

•

REQUEST FDRAPPUCAT10Ns No. 2011·056-5509 PAGE 52

A TT ACHMENT "B" DALLAS COUNTY


Refer to Section 1 - Depository Bank, of the Specification Requirements and Proposal for reference of the Reports and Statements which must he inclnded with Attachment "B"

Bank of America, N.A. Bank Name

Nick London Name of Authorized Bank Official

Signature

April 11. 2011 Date

REQUEST FORApPUCATlONS No. 201 H)56,5509 PAGE 53

•

• REQUEST FORAl'PUCATlONS No. 2011·056-5509

ATTACHMENT "C"

DALLAS COUNTY MlWBE SPECIFICATIONS

And

OTHER FORMS

• PAGE 54

• REQUEST FORApPUCATIONS No. 2011'()56·5509

DALLAS COUNTY M/wBE SPECIFICATIONS

leffie T. Crawford, Minority Business Officer Minority & Women Business Enterprises

• PAGE 55

MINORITYIWOMAN BUSINESS SPECIFICATIONS

For Bids/RFPs

I. POLICY STATEMENT Dallas County is wholly committed to developing, establishing, maintaining, and enhancing minority involvement in the total procurement process. It is the policy of Dallas County to involve qualified minority/women-owned businesses to the greatest extent feasible in the County's procurement of goods, equipment, services, and construction projects. The County, its contractors, their suppliers and subcontractors, and vendors of goods, equipment services, and professional services shall not discriminate on the basis of race, color, religion, national origin, handicap, or sex in the award and/or performance of contracts. However, competition and quality of work remains the ultimate "yardstick" in contractor, subcontractor, vendor, service, professional service, and supplier utilization. All vendors, suppliers, professionals, and contractors doing business or antiCipating doing business with Dallas County shall support, encourage, and implement affirmative steps toward our common goal of establishing equal opportunity for all citizens of Dallas County.

II. REQUIREMENT OF ALL BIDDERS/PROPOSERS: Each finm responding to this solicitation shall be required to submit with their bid/proposal information regarding minority/women business participation in this project. This would include:

Check upon completion (forms attached):

~ Compliance with Dallas County's Good Faith Effort Policy

.12. MBE/WBE Participation Report Form

vf3. A Letter of Assurance A or Letter of Assurance B

4 MBE/WBE Identification

~. EEO-1 Form (To be submitted by the prime and any sub with 20% or more of the contract).

ur( Dallas County M/WBE Payment Report.

Note In the event that the awarded vendor is authorized to subcontract and commits effort to utilize minority andlor women-owned businesses as subcontractors, the name, address and te/ephone number of the actual subcontractor(s) with actual dolar awards to these subcontractors must be submitted to the Purchasing Department within five (5) working days affer bids are opened. Once work commences, the awarded vendor (prime contractor) must submit an MIWBE subcontractor status payment report (affached) with each payment invoice before payments will be authorized for release .

.. REQUEST FORAppUCATIONS No. 2011'()56-5509 PAGE 56

..

1. GOOD FAITH EFFORT

Prior to an award, all bidders/proposers will be required to document a "Good Faith Effort" to secure minority/women-owned businesses as subcontractors/subconsultants. In the case of some construction projects, this documentation may be submitted after award of the contract, for those subcontract areas occurring later in the construction process. However, if the successful bidder/proposer does not document a "Good Faith Effort" in securing minority/women-owned businesses, a representative of the company must appear before the Dallas County Commissioners Court and explain the situation and answer any questions raised by the Court.

Fulfillment of the "good faith effort" can be accomplished by:

1. Attendance of pre-bid/pre-proposal conference, as scheduled by the County.

The following Bank of America team members attend the pre-bid conference on March 29,2011: Dan Schroeder, SVP Senior Client Manager

Elizabeth Vargas Sales Support Associate

2. Efforts to follow-up initial solicitation of interest by contacting minority/women-owned firms to determine with certainty whether these firms are interested.

The bank agrees to increase the use of certified MinoritylWomen Business Enterprises from the County's approved list. Bank of America currently contracts Imprenta Services, Inc to print checks and snpplies for the County. We will continne to nse Imprenta Services, Inc nnless otherwise directed by the Connty.

3. Efforts made to select portions of the work proposed to be performed by minority/women-owned firms in order to increase the likelihood of achieving participation (including, where appropriate, breakdown of subcontracts into economically feasible units to facilitate participation).

Bank of America has snb-contracted a portion of the depository services, as per the requirements of the MBE/WBE Participation Report. Bank of America is committed to using M/WBEs in our purchases. In a continued effort to demonstrate our commitment, Bank of America strives to obtain 15% of our general purchases from qualified minority vendors. The continued success of our goal achievement has required proactive outreach to solicit minority/women-owned business enterprises within our own contracting processes. The formalization of this policy has made a significant difference to Bank of America and our clients. It has substantially increased the number of minority vendors from which we purchase and has continued to provide the diversification needed to strengthen our supplier base.

4. Documenting each minority/woman-owned firm contacted, the conclusion or decision regarding inclusion and reasons for the conclusions.

As Bank of America is the current Depository Bank for the County of Dallas, we would be please to continue providing such services as are outlined in the Application. Bank of America is currently contracting with Imprenta Services, Inc, a MIWBE firm. Imprenta would also be please to continue providing check printing services to the County.

REQUEST FORApPUCATIONS No. 2011-056·5509 PAGE 57

5. Efforts to assist the minority/women-owned firms contacted that needed assistance in obtaining bonding, lines of credit or insurance.

As stated above, Bank of America is currently utilizing Imprenta Services, Inc to provide the County with check printing services. In order to best serve the County, Bank of America has engaged two more vendors for check printing - CLA Business Forms, Inc. and Texas Press. All vendors are NCTRCA certified, with information listed on the MBE/WBE Participation Report. All vendors listed on the Participation Report will be able to perform as required by the contract.

6. Efforts that demonstrate that the contractor effectively used the services of available community organizations, contractor's groups, local, state and federal agencies, small businesses, minority/women business assistance offices and other organizations that provide assistance and placement of minority/woman-owned businesses.

Bank of America, under our Supplier Diversity and Development (SD&D) Initiative, is dedicated to increasing the amount of quality products and services it obtains directly from minority, woman and disable-owned business enterprises (MWDBEs). Under the program, the bank actively seeks qualified MWDBEs to provide products and services to Bank of America Corporation.

The bank uses diverse resources to achieve its goals and by employing creative approaches.

Supplier Registration MWDBEs register via the Bank of America Procurement & Corporate Services Web Site: www.bankofamerica.comisuOPliers. Suppliers own their own registration iuformation and therefore, are able and encourage to update the data whenever changes occur to included expanded capabilities, geographic score, etc. With updated company information, the bank is more readily able to match MWDBEs to purchasing opportunities.

Bank of America Supply Chain Management division supports:

• Competitive procurement activities and bid processes that foster equal opportunity for qualified companies to provide products and services that meet our requirements

• Commitment to the growth and development of communities in which it does business

• Multicultural Snpplier Development Initiative. The goal of this program is to provide maximum opportunity for minority-, women- and disabled-owned businesses to participate in the procurement activities of Bank of America.

• Equal-opportunity employer. Bank of America is an equal opportunity employer and requires companies with which it conducts business to do the same.

Supporting Diverse Businesses Bank of America's formalized supplier diversity & development program begin in 1990 to accomplish two main objectives:

• Ensure that diverse businesses are afforded maximum opportunity to participate in our competitive contracting and procurement processes.

REQUESTFORApPUCAllONS No. 2011-1)56·5509 PAGE 58

•

Signed:

• Increase the amonnt of quality products and services we obtain directly from businesses that are owned by minorities, women and veterans with disabilities, or indirectly through companies sharing our commitment to diversity.

Helping diverse businesses grow through contracting opportunities and/or bank products and services also allows Bank of America to grow at the same time.

Services We Target Bank of America has successfully targeted diverse businesses to participate in professional services, including:

• Legal services

• Marketing and advertising

• Personnel

• Property Management

• Design and constlUction

• Technology and automation

Bank of America also purchases traditional commodities such as furniture, office supplies and computer equipment from diverse suppliers. We continue to strive to reach our goal of contract 15% of our total procurement budget to WMDBEs. If given the opportunity to continue providing services to the County of Dallas, we will reach our goal sooner.

Printed Name: Nick London

Title: Senior Vice President

Date: April 11, 2011

REQUEST FORApPUCAllONS No. 2011-U56·5509 PAGE 59

•

2. MBEIWBE PARTICIPATION REPORT

DeposuOlY Services PROJECT TITLE

Total Amount of Your Bid/Proposal $ -;----c--:-(The amount above should equal the total amount as shown on the bid sheet)

List each MBENVBE business that you plan to Use on this initiative. Deletion of tlnms must be approved by Dallas County prior to finalization.

Name of MBElWBE NCTRCA*Certrncation# Phone # S/M*' Description of Work Amount %

Imllrenta Services, Inc. HIM-02733 972.732.9350 M Dellosito!:}, SUllIllies ~1 ,SOO/llear

CLA Business Forms, Inc. WFWB24879N1105 972.613.2203 M Dellosito!:}, SUlmlies Dellending on Quantit~

Texas Press WFWB22954N0505 971.387.8188 M Del1osito[ll SUl111lies Del1ending on Quantity

'North Central Texas Regional Certification Agency -"s = Sub (contractor/consultant) "M= Material Supplier

C No MBENVBE's Added: Please Explain:

NAME OF YOUR BUSINESS:

Bank of America, N.A.

Nick London Printed Name Of Preparer

"

COMPLETE THIS PORTION OF THE FORM WITH DATA ON YOUR COMPANY.

ADDRESS:

Dallas TX 75 02

Senior Vice President TiIB

PHONE#

Date

REaUEST FOR i\PPUCATlONS No. 2011-056-5509

214.209.9194

April 11, 2011

"

PAGE 60

3. LETTERS OF ASSURANCE ...•... _-_ ..... _ ...... __ ..... -........... __ ...... -._ ......... __ ....... __ ._ ........... __ . __ .•...... __ .........•. -...... ................ .

Leiter Of Assurance "A"

The undersigned bidder/proposer hereby assures that our firm will meet or exceed submitted MM/BE goals and shall demonstrate and document a Good Faith Effort to comply with the Dallas County's Minority and Woman-Owned Business Involvement Policy in subcontracVsubconsultant awards. The undersigned further agraes that any deviation from the initial goals will be done so only with the concurrence of Dallas County.

,1kJ of ~t\cJ.t M t1 Jr. t/f Name of Company TItle (cnficerofflrrn)

(Complete this section only if you're planning to use the services of an NCTRCA certified vendor)

or

··· .. ·· .... ···Iiittiir'(lI'Ass'iiiiince"!3"··

The undersigned bidder/proposer hereby certifies that our firm will perform the contract:

() t/ (, flO 1/

£ff

[i wIIh our own work forces, and submIT information sufficient to demonstrate that it is your normal business pradiceto do so.

or

[J without the services of MM/BE subcontractors/subconsultants. The undersigned further submits GFE documented attempt(s).

Name of Company Signature TItle (cnficeroffirrn) Date

(Complete this section only if you're not planning to use the services of an NCTRCA certified vendor)

NOTE: Each ma===_a ••• ====;nUII::===_===mBHlllllla=.BlIII.I:====IU===III1=1lilI1lII1:1lIIIIIU •• ====II=I:I= bidder/proposer will be required to sign one of the above letters of assurance which should be returned with proposal.

REaUEsTFORAPPUCATlONS No. 2011·056-5509

Ban1e of America - Commitment to Supplier Diversity

This document represents Bank of America's intent to provide "good faith efforts" toward meeting the Dallas County's commitment of contracting with diverse suppliers for the provision of goods and services indirectly related to the general operations supporting this Bank Depository Services opportunity.

Due to the integrated nature of Bank of America's processes supporting our products and services, and our ability to provide a comprehensive solution through our existing service providers, the potential for including specific Minority-, Woman- or Disabled veteran-owned Business Enterprise (MIWIDBE) subcontractors in this relationship is limited. Having examined all elements within the proposed scope of work, any significant M/W/DBE opportunities in this relationship will be indirect in nature and provided through our existing providers. Bank of America requires our service providers to participate in our supplier diversity program through the inclusion of M/W/DBEs in their support services and general procurement practices. In addition, our service providers are required to support the development of MlWlDBEs through their sponsorship of programs designed to build the business acumen of these businesses.

Mission Statement

The Bank of America Global Supplier Development's mission is to solidify our position as the premier supplier diversity program in the financial services industry and enhance supplier development by leveraging our performance to date and our knowledge of suppliers. We create opportunities to share business solutions with our suppliers, their leadership and their associates.

We have been successful in this effort by looking deeper and more holistically at global supplier relationships to make certain we have set the appropriate supplier diversity metrics, and development and revenue targets, to meet the Bank of America commitment to supplier diversity and shareholder value.

Commitment Statement

Bank of America is committed to the inclusion and development of diverse businesses and their support agencies in our direct and indirect supply chains. Supply Chain Management (SCM) supports and promotes this corporate mandate through formal policies regarding MIWIDBE participation in all contract opportunities.

Identification, support and development activities supporting diverse suppliers are executed through Bank of America's centralized purchasing organization SCM and the Global Supplier Development team. Supplier diversity and development is included as a performance measurement of Bank of America's overall corporate purchasing strategy.

Policy Statement

SCM Policy #1003 - supplier diversity policy statement - All contracts with domestic Bank of America suppliers above $3 million must include supplier diversity and development language and expectations. For domestic contracts less than or equal to $3 million must include "best effort" supplier diversity and development language. Documentation must be provided to show diverse supplier participation in the RFP

Page 1 of 4

Bank of America - Commitment to Supplier Diversity

and/or bid process. Every associate, with responsibility in the selection of the goods and services we purchase, is responsible for managing supplier diversity and supporting our corporate diversity objectives. This SCM policy provides the leverage to:

- Standardize Bank of America domestic contracts to require supplier diversity and development commitment language and quantifiable goals.

- Require our diverse and non-diverse suppliers to support our corporate commitment to the development and inclusion of diverse suppliers and their support agencies.

- Ensure that all supply chain associates are engaged in the inclusion and development of diverse suppliers.

In 2009, Bank of America Supplier Development focused on strengthening our strategic diverse supplier relationships that support our reputation of being the 'premier supplier diversity program in the financial services industry.' We worked to continue providing additional advantage for the expansion of relationships with minority suppliers, while working to maintain our 15% diverse spend goal. We are proud to report that in 2009, Bank of America's annual diverse spend exceeded $1.9 billion, or 15% of our overall sourceable spend.

Recognized as a world-class supplier diversity and development program, the Supplier Development team reports that in the 19-year history of the team. With a focus on supplier development, Bank of America continues to lead and contribute nationally to expanding opportunities for diverse suppliers in the corporate sector. Below are examples of some of the commodities supported by M/W/DBE suppliers under contract:

o Staffing Services o Printing o Marketing o Advertising o Travel Services o Copier Recycling o Landscaping o Janitorial o Construction o Roofing o Maintenance o Disposal o Home Inspections o Photography o Courier o Telecommunications o Carpet Cleaning o Furniture o Security o Parking o Software o Teleconferencing o Contract Programming o Legal Services

Our Results

? In 2009, Bank of America spent $1.9 billion or 15% of our national corporate sourceable spending with minority-, woman- and disabled veteran-owned suppliers.

? In 2009, Bank of America spent $95 million or 15% of our state of Texas sourceable spending with 902 minority-, woman- and disabled veteran-owned suppliers.

Full-year 2010 results are currently being collected from our Indirect suppliers and will be available mid-April 2011.

Page 2 of4


Bank of America is also a corporate member of the National Minority Supplier Development Council (NMSDC), a national certifying agency that advocates business development with diverse suppliers, and the Women Business Enterprise National Council (WBENC). Our participation with the NMSDC and WBENC at a national and local level continue to be a valuable resource in the identification and certification of diverse supplier prospects.

Recognition of Efforts

Bank of America receives numerous national and regional awards and recognition as it relates to the effectiveness of the Supplier Development program and continues to be considered an industry leader with a world-class supplier diversity program. Examples of recognition and awards include:

• Black Enterprise Magazine recognized Bank of America as one of the top 15 Companies for Supplier Diversity. (2007, 2006, 2005)

• Diversitylnc recognized Bank of America as one of the "Top 10 Companies for Supplier Diversity" in 2010 and one of the "Top 50 Corporations for Diversity" each year since 2001. Diversitylnc also recognized Bank of America as the #1 company for diversity in its "Top 50 Companies for Diversity" list in 2007.

• DiversityBusiness.com recognized Bank of America as one of the "Top 50 Companies for Diverse Business Opportunities" each year since 2003.

• Hispanic Enterprise Magazine, formerly named Hispanic Trends Magazine recognized Bank of America as one of its top 50 corporations for supplier diversity each year since 2005. The magazine acknowledges businesses for their work efforts in providing opportunities for the Hispanic community and organizations in such areas as recruitment, scholarships, and minority vendor programs. (2008, 2007, 2006, 2005)

• Hispanic Business Magazine ranked Bank of America as one of the "Top 10 Companies for Supplier Diversity" in 2010 and one of the "Top 5 Diversity Elite" in 2009, based on more than 32 variables that measure a company's commitment to Hispanic hiring, promotion, marketing, philanthropy and supplier diversity.

• U.S. Hispanic Chamber of Commerce and PODER ranked Bank of America as one of the "Top 50 Companies for Supplier Diversity" in 2009. The list recognizes corporations that continue to improve and grow their supplier diversity programs by implementing innovative ideas and demonstrating commitment to inclusiondespite times of duress.

• Women's Business Enterprise National Council (WBENC) WBENC recognized Bank of America as one of America's Top Corporations for Women's Business Enterprises (WBEs). This is the seventh time Bank of America has received the award since its inception nine years ago and has helped us achieve a "World-

Page 3 of 4


Class" status in Supplier Diversity. The 2008 award was presented March 2009 to Bank of America for its companywide programs offering equal access for WBEs in competing for, and winning, corporate contracts for goods and services. (2008,2007,2006,2005,2003,2001,2000)

• 2008 - Named NAACP "Top Diversity Leader" and ranked No.1 on the NAACP's Economic Reciprocity Initiative Report. This list takes into account employment, marketing and communications expenditures, supplier diversity, charitable and philanthropic giving, community service and reinvestment. The NAACP was extremely impressed with the bank's vendor relations efforts. Bank of America was the only bank that received a perfect score in vendor relations and is being looked to as "A model in the industry."

• 2008 - Michigan Minority Business Development Council Corporate One Award. This award recognizes corporate members who are fully engaged and supportive of the MMBDC and its mission of supporting diverse suppliers.

• 2008 - Corporation of the Year by the Florida Minority Supplier Development Council (FMSDC)

• 2008 - National Corporation of the Year by the Carolinas Minority Supplier Development Council (CMSDC)

• 2008 - National Corporation of the Year by the New York and New Jersey Minority Supplier Development Council (NYNJMSDC)

• 2007 - Diversity usiness.com recognized Joseph Hill, Bank of America Executive Vice President, as one of America's Top Diversity Advocates for demonstrating a commitment to finding solutions for diversity issues on a global and national level.

• 2007 - Top Corporation by the Southern Florida FMSDC council

For additional information on our supplier diversity efforts please refer to www.bankofamerica.com!supplierdiversitv.

Page 4 of4

, :Minodty S, ,sjness Enterprise (MBE) -The bidder/proposer represents that it: , : [I jS:~ is not a minority-owned business, NCTRCA' # __________________ _ , , ~Noman B, 'siness Enterprise (WBF) - The bidder/proposer represents that it: , 1 [I is, ¥is not a woman-owned business, NCTRCA' #" __________________ _

, , ~NCTRCA = North Central Texas Regional Certification

•

5. EEO-1 Form (To be submitted bv the prime and any sub with 20% or more of the contract). Name of Firm Bank of Amerjca

5, Section D- EMPLOYMENT DATA Employment at this establishment- Report all permanent full and part-time employees including apprentices and on-the-job trainees unless specffically excluded as set forth in the instruclions,

Enter the appropriate fiQures on all lines and in all columns, Blank spaces will be considered as zeros. Number of El!lll!meslReJLort lli!l!!!lL¥ees in o@Lone ca.lli\QrlL

RacelEthnicity

Not-Hispanic or Latino lC'dtL

Job Categories Hispanic or Latino Male Female A-N

Native Almican Native American Black or Hawaiian or Indian or Two or more Black or IiaNaia1

Icdan IT Two Dr

Male Female White African Other Asian White African or Other Asian more American Pacific Alaska races

American Pacific Alaska races Islander Native Is!ander Native

A B C D E F G H I J K L M N 0 ExecutivelSenior Level .

112 66 3,235 100 1 199 12 6 1,501 90 1 71 6 4 5,404 officials and Manaoers 1.1 FirsUMid-Level Officials

1,540 1,820 12,690 1,294 35 2,056 67 100 11,912 2,128 25 1,258 64 102 35,091 and Managers 1.2 Professionals 2 1,510 1,166 24,030 1,415 53 3,816 76 209 12,980 1,893 45 2,296 54 131 49,674

Technicians 3 218 99 1,349 297 19 634 13 23 645 262 7 344 9 11 3,930

Sales WorkelS 4 369 258 3,824 200 12 349 11 22 1,760 162 7 306 2 24 7,306

Administrative Support 8,573 23,668 17,859 6,507 260 3,724 145 728 51,030 22,272 455 8,694 461 1,582 145,958 WO!I<eiS 5

CraftWorkelS 6 - - -- - -- -- - -- - - -- -- - - -

Operatives 7 55 34 145 105 3 83 2 -- 72 54 1 65 1 2 622

LaborelS and HelpelS 8 -- -- -- - -- -- -- -- -- - -- -- -- - --SarviceWorI<eJS 9 1 2 40 9 -- 1 - 1 23 11 - -- -- 1 89 TOTAL 10 12378 27113 63172 9927 383 10862 326 1089 79923 26872 541 13034 597 1857 248074 PREVIOUS YEAR TOTAL 11 11,989 26,818 63,722 9,707 346 10,108 350 795 82,014 26,950 508 13,113 626 1,423 248,469

1. Date(s} of payroll period used: 12115110-12131110 I (OmIT on the Consolidated Report.)

Section E-ESTABLISHMENT INFORMATION (Omit on the Consolidated Report). What is the major activity of this establishment? (Be specific, i.e., manufacturing steel casings, retail grocer, wholesale plumbing supplies, title insurance, etc. Include the specific type of product or type of service provided, as weI! as the principal business or industrial activity.)

Section F- REMARKS-Use this item to give any identification data appearing on the last EEO-1 report which differs from that given above, explain major changes ',n compos"rt"lon of reporting units and other pertinent informarlon ---J Section G- CERTIFICATION I

Check One 1 X All reports are accurate and were prepared in accordance with the instructions. (Check on Consolidated Report only.)

2 0 This report is accurate and was prepared in accordance with the instructions.

Name of Certifying Official Debra J Cyganek Title Sr Compliance OfficerNP ~ g- ~1~ Rate 3125111 Name of person to contact regarding this report Debra J Cyganek Title Sr Compliance OfficerNP Address (Number and Street) 1001 Conmar Drive

City and State Lake Zurich, IL Zip Code 60047 ~elePhone No. (including area code and extenSion) 847-726-7576 Email address [email protected]

All reports and ,nformat,on obtained from IndiVidual reports Will be kept confidential as reqUired by Secilon 709(e} of ntle VII. WILLFULLY FALSE STATEMENTS ON THIS REPORT ARE PUNISHABLE BY LAW, U.S CODE, TITLE 18, SECTION 1001

59

2011-56-5509 Project Number

6. DALLAS COUNTY MBEIWBE PAYMENT REPORT

DeposttOlY Services Project Title Invoice #

Prime/General Contractor. ___________ -'B"'a!!jn!!lk.;<of'-!A"m"'e"'ri"'c"'a."'N"'A"'-___________ _

Work Order Date

List each MBElWBE business that you plan to use on this initiative. Deletion of finns must be approved by Dallas County prior to finalization.

Bank of America can provide this Payment Report upon contract award.

Name of MBEiWBE Planned Amount Planned % Amountofinvoice Amt Paid 10 Date

Note: This fonn must be completed and submitted with each payment request.

Any (significant) deviation from planned should include attached explanation

Job#

%to Date

==================================================================================================================================================================================================:

t

Nick London Pnnted Name of OfficeriDirector

Ap1i111.2011 Date

64

Reviewed by:

Dallas County Project Manager Date

Form (Rev.

Depart Inlema

W-9 Request for Taxpayer ) Give form to the

October 2007)

I Identification Number and Certification I requester. Do not

send to the IRS. ment of (he Ireasury I Revenue Service

Name (as shown on your income tax return)

Bank of America, N.A_ ... ----"-"---...

Busil!E:ss neme, if different from above

Ch"ck appropriate box: D IndividualfSole proprietor iXJ Corporation o Partnership Exempt

D Limited liability company, Enter the tax cJassitlcation (O:::disregarded entity, C=::~orporation, P=partnership) .. IRl -- --- . payee o Other (see instructions) .... f--' .. " Requester's name and address (optional) Address (number, street, and apt. or suite no,)

401 North Trvon Street, NCl-021-02-20 City, state, and ZlP code

Charlotte, NC 28255 r-:c-:--" --- . List account number(f;) here (optional)

1@11 Taxpayer Identification N ... u"'I"-n"'b"'e.:..r->.(T.:..Ic.N::1) ______________ -;===========-;-Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid I Social sec.Urity number . '1 backup withholding. For individuals, this is your social security number (SSN). However, for a resident . . alien, sale proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer ldenHficatlon number (E1N). If you do not have a number, see How to get a TIN on page 3. or

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Employer ldentification number

94-1687665 Certification

Under penalties of perjury, I certify that:

1, The number shown on this form is my correct taxpayer identification number (or 1 am waiting for a number 1O be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) ! have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a fallure to report alt interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3. I am a U,S. citizen Of other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2,does Ilut "'pply. For mortgage interest paid, 3c..tluisition or abandonment of secured property, cancellation of debt. contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certific8tion, but yOL! must prOVIde your correct TIN. See the instructions on page 4.

Sign Here

Signature of U.s. person ~

General Instructions Section references are to the Internal Revenue Code unless otherlNise noted.

Purpose of Form

,

A person who is required to file an Information return with the IRS must obtain your correct t8xpayer identification number (TIN) to report, for exampie, income paid to you, real estate transactions, mortgage interest you paid, accuisition or abandonment of secured property', cancellation of debt, or contributions you made to an IRA.

Use Form W*9 only jf you are a U.S. person (inciudi;'lg a resident alien). to provide your correct TIN to the person requesting it (the requester) and, when applicable. to:

1. Certify that the TIN YOIl are giving is correct (or you are waiting :or a number to be issued),

2. Certify that you are not subject to backup withholding. or

:1 Claim exemptior from backup withholding jf you are a U.S. exempt payee. If applicable, you are also certifying that as a U,S. person, your allocable share of any partnership income fron a U.S, trade or business is not subject to the withholding tax on foreign oartners' share of effectively connected income.

Note. If a requester gives you a form ottler thCln Form W-9 10 request your TIN. you must use the requester's form if it is substontiolly similar to this Form VJ-9

'SA SW ORON 1 000 1

Date ... /0

Definition of a U.S. person. fc:tf icpqral tex purposes, you are considered a U.S. person if you are:

• An :ndividual who is a U.S. citizen or U.S. resident alien , .' • A partnership. corporatIon, company, or aSSociation created or organized in the United States or under the laws of the United States,

• An estate (other (han a forergn estate), or

• A domestic trust (8S defined in Regulations section 3017701-7)

Special rules for partnerships. Partnerships that conduct a trade or business in tile United Slates are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is. a foreign person, ard pay the withholding tax. Therefore, If you are a U.S. person that is a partner in a partnership conducting a :rade or business in the United St8tcs, provide Form W-9 ~o the partnership to establi::;~l your U.S. status and avoid wlthhold'ng on your share of partnership income.

The person who. gives ~orm W-g to the partnership for purposes of,establlshing its lJ,S status i':lnd avoiding withh.Jldbg on ltG allocGole shnre of net Income from the partnership cOflducling a trade or uusiness in the United States IS in tr,e followtn~ cases:

• The U S. owner of a disregarded entity and not the entity,

Form W-9 (Rev, 10-2007)

CONFLICT OF INTEREST QUESTIONNAIRE For vendor or other person doing business with local governmental entity

This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person doing business with the govemmental entity.

By law this questionnaire must be filed with the records administrator of the local government not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code.

A person committs an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor.

FORM CIQ

OFFICE USE ONLY

Date Received

~ Name of person doing business with local governmental entity.

~ D Check this box if you are filing an update to a previously filed questionnaire.

(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than September 1 of the year for which an activity described in Section 176.006(a), Local Govemment Code, is pending and not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.)

f:U Describe each affiliation or business relationship with an employee or contractor of the local governmental entity who makes recommendations to a local government officer of the local governmental entity with respect to expenditure of money.

~ Describe each affiliation or business relationship with a person who is a local government officer and who appoints or employs a local government officer of the local governmental entity that is the subject of this questionnaire.

Adopted 0111312006

CONFLICT OF INTEREST QUESTIONNAIRE FORM cia For vendor or other person doing business with local governmental entity

Page 2

i§J Name of local government officer with whom filer has affilitation or business relationship. (Complete this section only lithe answer 10 A, S, arC is YES.)

This section, item 5 including subparts A, S, C & D, must be completed for each officer with whom the filer has affiliation or business relationship. Attach additional pages to this Form CIQ as necessary.

A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the questionnaire?

DYes DNa

8. Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direct/on of the local government officer named in this section AND the taxable income is not from the local governmental entity?

DYes

C. Is the filer of this questionnaire affiliated with a corporation or other business entlty that the local government officer serves as an officer or director, or holds an ownership of 10 percent or more?

DYes DNO

D. Describe each affiliation or business relationship.

~ Describe any other affiliation or business relationship that might cause a conflict oii.nterest. k -To ~l-hc:.. best csf' 0..-/ Gncu)\edqc --+heye, ave:: ('\D UNI'ce6, Ow<"C+C,s, oy eLI e "'p)G'j'C'C' S 6f' J2:cU\ 'c G-f' -A.n,a' CO~ )\, A L.0l\ 0 ,"('-<:' aviS D elY\lc:J) GLI",d bLL?' who mve.(t bLI,S\C\ess ,eia:::nCJlsh,p U,C,,'-t-I-\ -j-hE:, '5Q.Jev(\f'\QA-TcL! e.J\-n-n.l' SI<l.Ce. 'tciJ'\C sf'

~'cO- (lo'l"cra::..-1IcA hc,s 3cb,C:00e,-v--plCl..J,ees LCCA"Id.w\ d-,,-, r+ IS <lesT pa;.5 l b k':: ..

-to de.{l",hvelq de-\=',/'CI'v\c,. rtt(iV,.j csf4h~e Cts.sCGIc:creS;; r('QJ) ~Ijb i?ee.('z.plcycd Y:;() r.V nau-Z..... bCJ,\f\eSS rt'?idV-ncnS\LLp.s w'i-l-h %f' ... ao}pv(\..L jJ e("h:~1 . . ZJ ./ J J

Signature of person doing business with the governmental entity Date

Adopted 0111312006

COURT ORDER

2011 969 ORDER NO: ____ _

DATE: May 31, 2011

STATE OF TEXAS

COUNTY OF DALLAS


____ ~3:..:1::s:.::t _______ day of ____ -=-Ma~yL-___________ , 2011, on

a motion made by,_-.:::Jc:.0I::;::ill::....:W:::i:.::l;:ey'---.:P:.:r:.:i::c:::e-,-, _C::.:O::::lllTIU=·;:S::::Sl::::· 0::n.::e::r-=:0::::f....:D::i::s:..:t:::r:::ic.::..t.::......:N....:o....:.--=-3 ____ , and seconded by

_Dr~._E....:1=ba.::......:G_,a=r....:c.::..ia....:..., _C....:O_lllTIU_· _ss_i_o_n_e_r_o_f_D_i_s_tr_l_' c_t_N_o_. _4 ____ , the following Court Order was adopted:

WHEREAS, the Purchasing Department briefed Commissioners Court on May 24, 2011 with the recommendation to render E1avon, FIS/Metavante, Govolution, JP Morgan Chase and Official Payments as susceptible firms to proceed to Step Two of the approved High Technology procedures established for RFP No. 2011-057-5513 Request for Proposals for Merchant Services for Electronic Payments and Bank Card Processing Services; and

WHEREAS, Step Two of the RFP process will include Best and Final Offers and interviews if applicable; and


IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby render Elavon, FISlMetavante, Govolution, JP Morgan Chase and Official Payments as susceptible firms to proceed to Step Two ofthe approved High Technology procedures established in RFP No. 2011-057 -5513 Request for Proposals for Merchant Services for Electronic Payments and Bank Card Processing Services.

T this the _....:3:::1.::..st=--__

trict #2

COURT ORDER

2011 ORDER NO: ____ _

DATE: May 31, 2011

STATE OF TEXAS § COUNTY OF DALLAS §


______ 3_1_s_t _______ day of _______ Ma~y'--__________ , 2011 on

a motion made by Jolm Wiley Price, Connnissioner of District No, 3 , and seconded by

-.::.D:::;.r:-., ....:E::::l",bc::a_G:::,a::::r:..::c::::ic::a-,-, _C:::o::::rnnu=·::::S:::;.Sl:::;.· o:::n::::e::::r:....:::o.::;,f...:.D:::i:::s:..:t.::;,r.:::.ic:::.t:...:N::::o:..:,_4-'-___ , the following Court Order was adopted:

WHEREAS, the Purchasing Department briefed Commissioners Court on May 31, 2011 concerning the final extension of the Professional Services Agreement for Code Codification as executed with Municipal Code Corporation; and

WHEREAS, the tenn ofthis extension is May 30, 2011 through May 29,2012; and

WHEREAS, the awarded vendor has agreed to extend their current bid based on the existing contract tenus, conditions and rate strncture set forth in the bid; and

WHEREAS, the extension of this contract supports Vision 1, Strategy 1.3 of the Strategic Plan by providing a sound, financially responsible, and accountable governance

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the Dallas County Commissioners Court does herby authorize the final twelve (12) month extension of the Professional Services Agreement for Code Codification as entered into with Municipal Code Corporation for the period of May 30, 2011 through May 29, 2012 and authorizes all county documents/payments to reflect accordingly.

DONE IN OPEN COURT this the __ 3_1_s_t __ _ ----7""'-------, 2011.


Recom.men.~d~~~~~~~~~~_~ _____ _

DATE: May 31, 2011

STATE OF TEXAS §

COUNTY OF DALLAS §

0"" 1 01 , ...

COURT ORDER


31st day ____ --=.==-__________ ,2011,

on a motion made Jolm Wiley Price, Commissioner of District No, 3 and seconded by

_D_r_,_E.=l..;..bacc-Gc;;a;;:r;;:c;;:i=.a"-, _C:...;O:.;:lllIDl=·=.S:::.:Sl::c· o:.:n::.::e=r--=:of::c:.::D",i",s..::t",rl",· c::ct=--=.Nc::0-,-, _4'----___ , the following Court Order was adopted:

WHEREAS, the Purchasing Department briefed Commissioners Court on May 24, 2011 regarding the sale of livestock; and

WHEREAS, it is the recommendation of the Purchasing Department that the attached list be representative of the livestock to be sold in the upcoming County online auction; and

WHEREAS, this action supports Vision I, Strategy 1.3 of the Strategic Plan by providing a sound, financially responsible, and accountable governance

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize this livestock (3 donkeys) as representative of the items to be sold in the upcoming online auction and authorizes all County departments/inventories to reflect accordingly.

(\

DONE I~ OPEN .. Cor' this the

/ ,); j'----31st

day of ----,""-----'Ma"""'-y----C7"''r-)9l9. '.

~~--istrict #2


Recommend Linda S. Boles, Purchasing Agent/gt

COURT ORDER .... Pi

ORDER NO: __ "'_-_J_ . .1I._-__ v_·

DATE: May 31, 2011

STATE OF TEXAS §

COUNTY OF DALLAS §


_____ 3_1_s_t ______ day of _______ M_a-"y'--________ , 2011,

on a motion made by Jolm Wiley Price, Corrnnissioner of District No, 3 , and seconded by

_D..cr=-=-, _Eccl:::b:::ac-===-=C-"o",lllffi=i=s.=s=i.=o:::n=e::.r-=.of",--,D:::l=:· s::.t:::r::.:l:.;· c::.:t=-::N",o:':',--4,--_, the following Court Order was adopted:

WHEREAS, the Purchasing Department briefed Commissioners Court on May 24,2011 concerning the issuance of Request for Proposal for Residential Substance Abuse Treatment Services for Dallas County Conununity Supervision and Corrections Department; and

WHEREAS, the evaluation team will be comprised of representatives from the County Auditor and Dallas County Community Supervision and Corrections Departments with the MIWBE Coordinator solely scoring the M/WBE participation forms; and

WHEREAS, this RFP supports Vision 3 offhe County's Strategic Plan to ensure that Dallas County is safe, secure and prepared

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize the Purchasing Department to solicit Request for Proposal for Residential Snbstance Abuse Treatment Services for Dallas County COlllinunity Supervision and Corrections Department in accordance with State and Local Government Codes.

DONE IN OPEN crJ.{T this the _-=-3.::.1s::c.t=---__ day Of----I---'-Ma="-y-----::7"~7-a


Recommende

RFP Number: 2011-XX-XXXX

Request for Proposal for Residential Substance Abuse Treatment Services for

Dallas County Community Supervision and Corrections Department

PROPOSALS DUE: TBD, 2011 at 2:00 p.m. CST

Pre-proposal conference: TBD, 2011 at 9:00 a.m. Dallas County CSCD

Frank Crowley Courts Building 133 N. Riverfront Blvd, 9th Floor

Dallas, Texas 75207

NOTICE TO ALL BIDDERS

COMMUNICATIONS REGARDING THE RFP

All questions regarding this RFP are to be submitted, in writing to Gloria Torres, Senior Buyer, Dallas County Purchasing Department, via e-mail to [email protected], by fax to 214-653-7449 or via mail to Dallas County Purchasing, 509 Main Street, Room 623, Dallas, Texas, 75202.

All questions, comments and requests for clarification must reference the RFP number on all correspondence to Dallas County. Any oral commun'lcat'lons shall be considered unofficial and nonbinding.

Only written responses to written communication shall be considered official and binding upon the County. The County reserves the right, at its sole discretion, to determine appropriate and adequate responses to the written comments, questions, and requests for clarification.

Questions are to be submitted, in writing, by 10 a.m. (COT). TBD, 2011. All questions and responses will be posted to the County's website in the manner stated herein. Dallas County reserves the right to rejectlnot respond to any questions received after the TBD, 2011 deadline date.

All addendums and/or any other correspondence (general information, questions and responses) to this RFP will be made available exclusively through the Dallas County website for retrieval. Vendors are solely responsible for frequently checking this website for updates to this RFP. Addendums can be located at the following: http://www.dallascounty.org/departmentlpurchasing/currentbids.html(go to the appropriate RFP #, click on the appropriate hyperlink for viewing and/or downloading.)

Upon release of the proposal, firms and their emplovees of related companies as well as paid or unpaid personnel acting on their behalf shall not contact or participate in any type of contact with County employees, including elected officials. Such contact may result in the vendor being disqualified. All communications regarding this solicitation must be coordinated through Gloria Torres, Purchasing Department.

• .. RFP No. XXX-XXX-XXX Page 2

TABLE OF CONTENTS

PRE-PROPOSAL CONFERENCE NOTICE",,,,,,,,,, '" "'" """",,,,,,,,,, """,,"

Introduction", '" ," ", ,,' '" '" '" '" ,,, ," '''''' '''''' '" '" '" '" '" '" '" ", '" ,,,'" """ '"

Authority" , " , " , " , " , " , " , ", " , " , " , '" " , " , '" " , '" , " '" '" " , '" " , " , " , " , ", , " , " '"

Qualifications to Submit a Proposal", """ """ '" """""" """ "" " ," ",,"""" ,

INSTRUCTIONS TO PROPOSERS", "'" """ """'" ",,' """ '" "" '" ",,'

Opening Date and Procedures", " "" """ '" '" """ """ '" ", "","" " , '" """ Overview", "'''''' "" "'''''''''' "''''''''''''''''''''''''''', ,,, '" "'''''','', '" """ '" Target Popu lations" , '" '" " , '" " , '" '" " , ", " , , " '" " , " , " , '" " , " '" '" '" " , " , " , Budgets, Accounting Records, Etc""" '" '" '" """ """'" """ ,,"" '" '" ""'" Additional Terms", ", ", '" '" '" '" '" '" '" '" '" '" "'''' '" '" '" '''''' ", "'''' '" ", Subject to Availability of Funds" "" """ """ " """"" """ """ """ """ "" Miscellaneous", ",,,,,,, "'''' '" '" '" '" '" ", '" '" "''''''''''''''''''',,''''''''''''''

MINIMUM REQUIREMENTS FOR TAIP CATEGORIES""""""""""""""

ADDITIONAL PROPOSAL CRITERIA", "'''' "'''''' ",,,,,,,,,,,,,,,,,,,,,,,,,,,

Screen ing" , " , " , '" " ' " , '" " , " , " , " , " , " , " , " , " , ", " , " , " , " , , " " , " , " , " , " , "" Assessment." '" '" ", '" '" " , '" ,,' '" ,,' ,,' '" ,,' '" ,,"" '" '" ,', ,,' '" ", '" , " " , ,,' , Proposal Submission Requirements",,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, '" '" ",,"'" Further Proposal Format Requirements", '" '" '" '" '" '" '" '" ",," ", '" '" '" '" " Required Information",,,,,,,,,,,,,,,, """"'"'''' "'"'''' "'''''''''' '" ","'''''''' Program Description", ,,' '" '" '" '" '" '" '" '" '" '" '" '" '" '" "'''' '" '" '" '" '" '" Objectives, , , " , , , , " , , " ' , , , , , , , , , " , , , , " , , , , , ' , " , " , " ", , , , , , , " , , " , " , " " ' " , , , , , , , '" Program Evaluation Methods",,,,,,, "'"'''''''''' "'''',,'''' "'"'''' '" "'''' "'"'' Additional Information Required of Proposer""" """ """ ""',," '" """ """ Proposal Evaluation Factors", '" '" '" '" '" '" '" '" '" '" '" '" '" '" ", """ '" '" '" Following the CSCDs Selections of Proposer( s)""" """ """ """ """ """ '"

FORMS Appendix I (Cover Page)""" '" '" '" '" '" "',' ", ", '''''' '" """ '" '" '" """ '" Appendix II (Vendor Budget Form Instructions)",,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Appendix III (Vendor Request for Funding)""" '" ",,""""" """ ,,"" '" "'" Appendix IV (Summary Budget for Purchases of Services)" ",,""""""""'"

1, Personnel Salaries 2, Personnel Fringe Benefits 3, Personnel Training 4, Personnel Travel 5, Equipment 6, Transportation 7, Consumable Supplies 8, Other 9, Facility Costs

Appendix V (Substance Abuse Treatment Services Operations Agreement) """ ",," Exhibit A -Vendor Operations Plan and Budget Exhibit B - Monthly Invoice Form

RFP No, XXX-XXX-XXX

4

5

5

6

7

8 9 10 10 11 11 12

12

13

13 13 13 15 16 16 19 19 20 21 22

24 25 29 30 31 32 33 34 35 36 37 38 39

40 41

• Page 3

Request for Proposal

Please read this entire document carefully and follow all instructions. Each Proposer is responsible for fulfilling all the requirements and specifications.

Introduction

The Dallas County Community Supervision and Corrections Department (hereafter called "CSCD" or department) is a political entity of the Dallas County Judicial District of the State of Texas. CSCD is seeking vendors to provide residential substance abuse treatment services to offenders under community supervision. CSCD is releasing this Request for Proposal ("RFP") with the intent of awarding one or more per diem based, fee for service contracts. It is critical to understand usage of these contracts is not guaranteed. The department will utilize these contracts only if needed. Vendors will be selected based on the service needs of the department. .CSCD reserves the right to reject any or all proposals at its sole discretion

Per Diem rates paid for these types of services by the department are as follows:

Supportive $ 28.00 per day per bed $ 60.00 per day per bed Intensive Residential

Due to the State funding cuts these rates are not expected to vary substantially.

Authority

CSCD implements CSCD Residential Substance Abuse Treatment Services in accordance with the orders of the criminal courts having jurisdiction over its operations, community justice plans, and applicable state and federal laws.

(a) General Administration.

(1) Purpose. Residential facilities and contract residential beds funded by the Texas Department of Criminal Justice - Community Justice Assistance Division (TDCJ-CJAD) shall provide the courts with a sentencing alternative for the purpose of:

(A) Confining offenders placed on community supervIsIOn and others who are eligible 111

accordance with statutes;

(B) Providing sanctions, services, and programs to modify criminal behavior, deter criminal activity, protect the public and restore victims of crime;

(C) Strengthening and expanding the options that are available to judges to impose alternatives other than imprisonment for offenders who violate court-ordered conditions of community supervision; and

(D) Reducing the offender's likelihood of a subsequent arrest, recidivism and technical violations.

In accordance with Section 163.39 Residential Services pursuant to the standards and funding requirements adopted by the Texas Department of Criminal Justice - Community Justice Assistance Division ("TDCJCJAD") .

• RFP No. XXX-YXX-XXX Page 4

Qualifications to Submit a Proposal 1. Proposers must have a minimum of ten years of experience providing residential substance abuse

treatment services to clients under community supervision.

2. Proposers, and its entire staff, must have all appropriate and applicable facility, program, and individual licenses and credentials issued by the Texas Department of State Health Services-Substance Abuse (TDSHS-SA).

3. Proposers and their staff must be legally qualified to perfOlm substance abuse treatment and or otber services as required by this RFP.

If Proposer is selected under this RFP, CSCD reserves the right to negotiate with Proposer for other levels of service and treatment during the contract period. The furnishing by Proposer to CSCD of snch services and treatments, however, is expressly conditioned on the requirements that:

(a) Both parties enter into and execute a written contract amendment or new contract, that addresses the other services and treatment;

(b) Proposers obtains, or has all, appropriate licenses and authority to furnish the subject other services and treatment; and

( c) The other levels of service and treatment at issue are in the best interest of the CSCD, as determined in the CSCD's sole discretion and judgment.

Proposers must be able to serve CSCD at any location or satellite office within the CSCD's judicial district.

• RFP No. XXX-XXX-XXX Page 5

INSTRUCTIONS TO PROPOSERS

Opening Date and Procedures Completed Proposal

Original and five (5) electronic CD copies Must be received at the

Followiug address, and on or before the date and time stated below

Dallas County Purchasing Department

Attn: Gloria Torres 509 Main Street, Room 623

Dallas, Texas 75202 TBD

2:00 p.m., CST

All proposals must be securely sealed in suitable envelopes/boxes and addressed and labeled as follows: "RFP No. 2011-XX-XXXX". The original proposal must be clearly marked "ORIGINAL", and contain all original signatures.

Proposed Terms The term for the CSCD Residential Treatment Services set forth in a proposal must be for a contract period of one (1) year, with the option for CSCD to renew an additional four (4) years. Proposer's prices set forth in their proposal must be firm for the entire time period. It is anticipated that the effective date for any contract that may be awarded to Proposer related to this RFP will be September 1, 2011.

Late proposals will be returned to the Proposer unopened. CSCD will not be responsible for unmarked proposals, improperly marked proposals, or proposals delivered to the wrong location.

Proposals may be withdrawn at any time prior to the official opening. After the official opening, proposals will become the property of CSCD. No modifications by Proposer to a proposal will be accepted after the official opening, nor shall Proposer withdraw or cancel or modify their proposal for a period of 90 days after having been notified that such proposal has been conditionally accepted by CSCD The right is reserved, as the interest CSCD may require, to accept or reject in part or in whole any and all proposals submitted; and to waive any technicalities, informalities, or irregularities in any proposal received.

Submission of Proposals The CSCD is requesting the submission of proposals for services for CSCD Residential Substance Abuse Treatment Services for offenders in Dallas County. A Proposer may structure their proposal to address one or more substance abuse treatment services. Selected Proposer(s) will be required to enter into a formal contract before services are rendered.

Proposer's Signature Each proposal must give the name and full business address of the Proposer, and be signed by the Proposer with their usual signature. A proposal by a partnership(s) must furnish the names of all partners and must be signed with the partnership name by one of the members of the partnership or by an authorized representative, followed by the name and title of the person signing. A proposal by a corporation must be signed with the legal name of the corporation followed by the name of the state of incorporation and by the signature and title of the president, secretary or other person authorized to bind the corporation in the matter. A proposal by a governmental entity or agency must be signed with the legal name of the agency or entity and by the signature and title of the director, official or other person authorized to bind the entity or agency in the matter. The name of each person signing for a Proposer shall also be typed or printed below their signature. When requested by CSCD, satisfactory evidence of the authority of the officer or person signing in behalf of a corporation, government agency or entity must be furnished.

• • RFP No. XXX-XXX-XXX Page6

Subsequent Formal Written Contract Required. The award of a fonnal contract to Proposer for the subject CSCD treatment services must be approved by the Director of the CSCD. No rights, obligations, or contractual relations shall commence until both the Proposer and the CSCD Director have executed a subsequent fonnal written contract containing tenns satisfactory to CSCD Director. The Texas Department of Criminal Justice, federal government, city, county, or any of their agencies, departments, officials and employees is not parties to this RFP, or as to any resulting contract.

Proposer's Respousibilities Due care and diligence has been used in the preparation of the infonnation set forth in this RFP, and it is believed to be substantially correct. However, the responsibility for detennining the full extent of the liabilities, financial and other exposures, and the verification of all infonnation presented herein, shall rest solely with Proposer. CSCD, the Judicial District(s), and their representatives, will not be responsible for any errors or omissions in these specifications or for Proposer's failure to detennine the full extent of any exposures or liabilities resulting from such errors or omissions. Proposer shall not be allowed to take advantage of any errors or omissions in the specifications in this RFP. Where errors or omissions appear in the specifications, Proposer shall promptly notify CSCD in writing of the error or omission it discovers. Any significant errors, omissions, or inconsistencies in the specifications are to be reported no later than ten (10) days before the date and time of the proposal submission deadline. Proposer is responsible for all costs of proposal preparation. CSCD is not liable for any costs incurred by Proposer in response to this RFP.

Time of Proposal Opening Proposals received prior to the time of opening will be kept unopened in a secure place. Proposals by telegraph, facsimile, e-mail, Internet, or other means of electronic communication will not be considered.

Proposals submitted in response to this RFP shall be opened so as to avoid disclosure of the contents to competing offers. Details of competing proposals will not be publicly disclosed until all ensuing negotiations have been completed and any written contractual agreements and related requirements have been furnished and execnted as allowed by law.

The CSCD reserves the right to negotiate and enter into a written a contract with the Proposers that in its opinion, offers the most advantages to CSCD utilizing the best evaluation factors. Subjective (criteria other than price) as well as objective criteria's may be used to evaluate and select vendors for CSCD services for the purpose intended. The CSCD reserves the right to accept the proposal presenting the best offer, or to reject any and all proposals.

Overview

Any contract that is offered and fumished by CSCD to Proposer under this RFP will be a FEE FOR SERVICE type contract with cost justification. Such offered contract will contain tenns and conditions similar to those set forth in the Contract Management Manual for TDCJ Funding of Offender Services (July I, 2007) as such provisions therein may be revised by CSCD and Proposer to conform to the circumstances.

If a contract is offered and furnished by CSCD to Proposer, it is anticipated that the proposal, and the related operations and budget infonnation as submitted in response to this RFP, will be attached and incorporated by reference into such contract as entered into and executed by the parties. Under these circumstances, therefore, the Proposer's Vendor Operations Plan and Budget as included in the proposal will become legally binding upon the Proposer and CSCD. Such Vendor Operations Plan and related Budget will govern the process, circumstances, and tenns under which the Proposer's residential substance abuse treatment services will be provided. With respect to the Vendor Operations Plan and the related Budget, see also: Contract Management Manual for TDCJ-CJAD Funding of Offender Services, (July I, 2007). In the case of any actual or alleged disagreement, discrepancy, or conflict between the contract as entered into between CSCD and Proposer and the

RFP No. XXX-XXX-XXX Page 7

Vendor Operations Plan and Budget as incorporated therein, the language and provisions of the contract shall take precedence and prevail.

In all events, Proposer must ensure that only reasonable and allowable costs are used in the cost justification set forth in the Vendor Operational Plan and Program Budget and other provisions of their proposal submitted in response to this RFP. If during the tenn of any contract that may be offered and fumished to Proposer, unallowable or unreasonable costs or monies that are expended by Proposer in contravention of the requirements and specifications contained in this RFP, Proposer may be subject to contractual liabilities, damages, and in addition under certain circumstances to criminal sanctions.

Contract Period

Selected Proposers will be awarded a twelve (12) month contract effective September 1, 2011 through August 31, 2012. This contract may be renewed for an additional (4) four one year tenn upon mutual written agreement of both parties. Prices must be firm for the entire contract. Services provided will be paid from the appropriate fiscal year funds provided by the Texas Department of Criminal Justice-Community Justice Assistance Division (TDCI-CJAD). Contracts are subject to availability of TDCJ-CJAD funds. All representations made by the department are subject to the availability of legislative appropriations and do not represent an obligation on the part of the Judicial District, State of Texas, the Texas Board of Criminal Justice, or the Texas Department of Criminal Justice - Community Justice Assistance Division.

Target Populations:

(1) screening, assessment/evaluation and referral of a person arrested for an offense, other than a Class C misdemeanor, in which an element of the offense is the use or possession of alcohol or the use, possession, or sale of a controlled substance or marijuana;

(2) screening, assessment/evaluation and referral of a person arrested for an offense, other than a Class C misdemeanor, in which the use of alcohol or drugs is suspected to have significantly contributed to the offense for which the individual has been arrested; and

(3) court ordered as a condition of probation.

The foregoing items (1) through (3) may, and often do, include offenders who have committed violent or sex offenses, or who have mental illnesses or impailments. Any exceptions to these, or any type of offender, that are to be provided treatment by Proposer should be noted on the cover page of their proposal.

Budgets, Accounting Records, Etc

Proposers with multiple contracts with state or local governments or other agencies are required to develop budgets, accounting processes and records that allow for the verification of Proposer's rates by CSCD, TDCJCJAD, and any government auditors. This obligation for verification of Proposer's rates may include infonnation as to Proposer's indirect cost rates, overhead, and cost pooling practices.

Proposer's budget included in the proposal prepared in response to this RFP should follow all applicable TDCJCJAD Substance Abuse Treatment Standards April 2008; (see Texas Administrative Code Title 37, Part 6, Chapter 163.40), TDCJ-CJAD contract guidelines (Contract Management Manual for TDCJ-CJAD Funding of Offender Services July 1, 2007); Texas Department of State Health Services (DSHS) Substance Abuse Related Rules, (See, Texas Administrative Code, Title 25, Partl); U.S. Office of Management and Budget Circulars ;OMB Circular A-87 (Cost Principals for State, Local and Indian Tribal Governments)(revised May 10, 2004);

• • RFP No. XXX-XXX-XXX Page 8

OMB Circular A-122 (Cost Principals for Non-Profit Organizations) (revised May 10, 2004); OMB Circular A-123 (Management Accountability and Control) (revised December 21, 2004); and OMB Circular A-127 (Financial Management Systems (revised January 9, 2009). Such OMB circulars are available at the website for the U. S. Office of Management and Budget ("http/www.whitehouse.gov.omb/circulars.html").

Any contracts that may be awarded to Proposer related to this RFP will be for "residential substance abuse treatment services" only. Other educational and/or non-substance abuse services are not eligible for CSCD services. Services such as anger management can be included by a Proposer in treatment to the extent they are inclusive in a substance abuse treatment program, and relate to the specific issue of substance abuse.

Under any contract that may be awarded related to this RPF, Proposer will be obligated to submit two (2) copies each month of an itemized invoice for payment for CSCD services being provided. In addition, government agencies or entities that provide CSCD services may be required to use the forms and procedures specified by the CSCD. Proposers may be required to submit billing electronically to CSCD.

At all times CSCD retains control over the offenders that may be referred by Proposer to government agencies or third parties to provide other or additional substance abuse treatment services. If an offender is determined by Proposer to be in need of additional or different treatment services, such offender is to be referred back to the CSCD for a determination as to what, if any, further action or treatment should occur. The policies and procedures that pertain to the circumstances for these additional and other referrals, if any, that may occur shall be addressed in the written Vendor Operational Plan as submitted by Proposer in response to this RFP for consideration to be incorporated into to the contract as entered into between CSCD and Proposer. See also in this regard, Contract Management Manual ofTDCJ-CJAD Funding of Offender Services (July I, 2007), Section III, Item H at (Vendor Operational Plan and Performance Measures); and Section VI (Substance Abuse Treatment Services Operations Agreement for Community Supervisions and Corrections Departments).

The proposal submitted by Proposer, including the above-referenced Vendor Operational Plan submitted shall describe and define Proposers's diagnosis and assessment criteria, performance measures, and coordination activities that relate to the identification of treatment or medical needs beyond the scope of the services to be provided by Proposer.

If required, Proposer at no additional cost to CSCD must agree to provide appropriate testimony, affidavits, and documents for any court proceedings and trials related to its treatment and other services for CSCD and offenders. See, Group 1 Services (Substance Abuse "Treatment" Services) Operations Agreement for Community Supervision and Corrections Departments, Contract Management Manual for TDCJ-CJAD Funding of Offender Services, (July 1, 2007).

CSCD treatment and services provided to offenders referred from CSCD are billable only if no other public or private funds are available to that patient/client.

The prices quoted by Proposer in a response to this RFP should be the full cost of the subject treatment. If a contract is offered and furnished by CSCD to Proposer related to this RFP any other funds (including client participant fees) available to the Proposer from public or private sources shall be deducted from the total billable amounts submitted to CSCD by Proposer.

Before the award of any contract related to this RFP, Proposer may be required to furnish CSCD with satisfactory evidence as to the pecuniary and financial resources and insurance coverage's that are available to Proposer in order to fulfill the conditions of such contract. CSCD may further require that all financial reports or statements furnished reflect the Proposer's current financial status, and are certified as to accuracy by a certified public accountant.

• RFP No. XXX·XXX-XXX Page9

Subject to Availability of Funds

The CSCD's payment and other obligations related to the treatment services provided under any contract that may be awarded to Proposer is subject to the availability of funds appropriated by the State Legislature as made available by the Community Justice Assistance Division of the Texas Department of Criminal Justice. Any contract that may be entered into between CSCD and Proposer related to this RFP does not represent or constitute an obligation on the part of the State of Texas, the Texas Board of Criminal Justice, or the Texas Depa.!iment of Criminal Justice - Community Justice Assistance Division.

Miscellaneous

Under any contract that may be awarded related to this RFP, Proposer shall provide all necessary personnel, equipment, materials, supplies, facilities, and services (except as may be furnished by the CSCD as specified in writing), and do all things necessary for, or incidental to, the provision of the residential substance abuse treatment and services listed in this RFP.

MINIMUM REQUIREMENTS FOR CSCD CATEGORIES

Proposers responding to this RFP must design their services, treatment, and activities so as to fully comply with all TDSHS substance abuse related (SA) Rules, as well as the applicable TDCJ-CJAD Substance Abuse Treatment Standards. Such Substance Abuse Treatment Standards are published at Texas Administrative Code Title 37, Part 6, Chapter §163.40.

ADDITIONAL PROPOSAL CRITERIA Screening

Proposer's written policies a.!ld procedures for the screening of offenders shall ensure the following:

a. Screening shall include the administration, scoring, interpretation and rcferral for assessment of a client to detemline the probability the offender is chemically dependent.

b. Screening must be conducted by a Licensed Chemical Dependency Counselor or by an otherwise qualified person to conduct such screening who is exempt under TDSHS-SA licensure rules andlor TDCJ-CJAD Standards. Qualified Community Supervision Officers (CSOs) may also conduct the screenmg.

c. The screening instruments that are approved for use by Proposer for a CSCD offender to detemline the possible existence of chemical dependency are the following; [i] Substance Abuse Subtle Screening Inventory (SASSI) [ii] Substance Abuse Life Circumstance Evaluation ("SALCE"), or [iii] Texas Christian University Drug Screen II ("TCUDS")

d. Screening process may be bypassed ifthe offender meets any of the following criteria: (1) An offender with a documented criminal history of two or more prior arrests for offenses which

involve the use or possession of alcohol or the use, possession, or sale of illegal substances; (2) An offender who has submitted positive urine specimens; (3) An offender who has previously attended an outpatient or inpatient substance abuse progr=; (4) An offender with a completed and documented screening or assessment/evaluation from a.!10ther

referral source that determined further assessment/evaluation of the subject offender's substance abuse history was needed;

RFP No. XXX-'/Xt-X'!Y Page 10

Evaluatiou/ Assessment

Proposer's written policies and procedures for the evaluation/assessment of offenders shall ensure the following:

a. The Proposer's evaluation/assessment must include the use of the Addiction Severity Index (ASI) or the Texas Department of State Health Services (TDSHS) Behavioral Health Integrated Provider System; Assessment as a structured or semi-structured interview.

b. The assessor must use the information aud scoring to determine and document the nature and extent of a client's chemical dependency.

c. The assessor must determine aud document au appropriate referral or document why a referral is not necessary. Proposer CANNOT conduct au evaluation/assessment and then refer the offender to their selves for treatment.

d. The ASI assessment interview, scoring, and referral to appropriate level of treatment, shall be performed by a Licensed Chemical Dependency Counselor, appropriately supervised Counselor Intern, or by an otherwise qualified person to conduct such evaluations/assessments that are exempt under DSHS-SA rules/TDCJ -CJ AD Standards.

Additional Requirements (1) Incorporate a Criminal Thinking component (e.g., Thinking for a Chauge)

(2) Allow direct admissions to supportive residential for males and females

(3) Automatic placement in lOP/aftercare through their facility unless otherwise specified in the referral.

Proposal Submission Requiremeuts

A proposal submitted in response to this RFP should be made in accordance with the instructions and other items set forth above, as well as the following:

I. Proposals must be typed or printed on staudard (8 )!z" x II ") paper. Pages must be numbered aud a "Table of Contents" must be included in the format required by this RFP.

2. Each proposal must respond to all portions of the RFP and include information sufficient to constitute a Vendor Operations Plan and Budget. All Texas Department of Criminal Justice-Community Justice Assistauce Division proposal and budget fonns must be utilized.

3. Once the Proposer's written proposal has been received by CSCD, Proposer may not submit changes, amendments, or modifications to their written proposal prior to the date and time set for opening. Not withstanding the foregoing, however, that modifications from Proposer by telegraph, facsimile, e-mail, Internet or other electronic meaus will be considered prior to the date and hour of opening. Proposer may, however, withdraw and resubmit a written proposal anytime prior to the final date and hour set for receipt of proposals. CSCD in its sole discretion, after the time set for receipt of proposals may negotiate a change, amendment, or modifications to its advautage.

4. No modifications by Proposer to a proposal will be accepted after the official opening, nor shall Proposer withdraw or cimcel or modify their proposal for a period of 90 days after having been notified that such proposal has been conditionally accepted by CSCD.

5. CSCD reserves the right to reject any or all proposals or portions of proposals submitted in response to this RFP.

• RFP No. '/XX-XXX-XXX Page 11

6. Any Proposer who submits a written proposal in response to this RFP without attending the scheduled pre-proposal conference does so at their own risk, and waives any right to assert claims due to undiscovered infonnation.

7. After the opening of proposals and prior to the award of a fonnal contract to Proposer, CSCD reserves the right to make a pre-award site visit of any or all Proposers' facilities to be used in the perfonnance of work and services related to this RFP. Proposer agrees to allow CSCD, its agents and representatives all reasonable requests for inspection of such facilities with two (2) days advance notice. Failure of Proposer to allow such an inspection shall be cause for rejection of a proposal as being non- responsive. CSCD reserves the right to reject the facilities that are the subject of a Proposal as unacceptable for perfonnance under this RFP as a result of such site visit survey by CSCD.

8. The Proposer's past perfonnance under other contracts or dealings with CSCD or for other public entities may also be used for purposes of evaluating Proposer's suitability for award of a contract under this RFP.

9. Products and services not specifically mentioned in this RFP, but which are necessary to provide the service described by this RFP shall be included in the proposal. It is intended that this RFP describe the requirements and response format in sufficient detail to secure comparable proposals.

10. Proposals should not contain or display promotional materials except as they may directly answer questions contained in the RFP. Such exhibits shall be clearly marked with the applicable reference number to the question in the RFP.

11. Any person or entity contemplating the submission of a proposal in response to this RFP that is in donbt as to the meaning or interpretation of the specifications, proposal documents, or any part thereof, may submit a request for clarification to the Dallas County Purchasing Department, Attn: Gloria Torres. Such request must be submitted on or before the fifth calendar day prior to the scheduled date and time of opening. All requests and questions from Proposer shall be in writing and received no later than TBD 2011 at 2:00 pm.

Further Proposal Format Requirements

Each section of the proposal must be clearly designated (by using tabs) so as to make the infonnation readily accessible to CSCD. If requested infonnation does not appear in the appropriate section of a proposal, that infonnation may be counted by CSCD as missing or unresponsive during the proposal review process. A proposal shall be submitted in the following fonnat:

A. Cover Page: - USE COVER PAGE PROVIDED IN APPENDIX I B. Summary Sheet(s) - brief summaries (1 page each) of the proposal relating to:

1) Identification of Proposer; and 2) Proposer's statement of understanding of the proposal, program objectives, CSCD objectives, and 3) Reasons or explanations for any exceptions noted on the cover page.

C. Attachments: Shall include all infonnation required of each Proposer in the following order: 1) Required Infonnation. 2) Proof of insurance coverage(s) 3) Costs:

a) Specify a separate price for each type of service provided (i.e., for detoxification services, intensive residential services, residential services, individual counseling servIces, group counseling services, etc.).


•

b) Specify if unit price will vary based on the number served (i.e., 10 served will cost x, 20 served will cost y).

c) Complete budget forms (Exhibit G) to substantiate how unit price was determined by Proposer for each level of substance abuse service or treatment. The rate proposed multiplied by the number of units proposed must equal the total proposed budget.

d) Specify any additional price for special population offenders, including dual diagnosis, mentally impaired, etc. State why Proposer's cost would be different for serving special popUlation offenders.

e) All proposed costs of Proposer must be reasonable and necessary for providing services stated in the REP, and shall not include any of the unallowable costs. No unallowable cost shall be included as justification for the provision of residential substance abuse treatment services. Unallowable costs include but are not limited to:

1. Any item deemed unallowable by State or any authorized agency, statute, policy, or procedure

II. Alcoholic beverages 111. Bad debts IV. Building and land purchase, rental purchase, lease purchase, renovation v. Cash payments to intended recipients of services VI. Expenses or reimbursements to or on behalf of related entities for allowable indirect costs vu. Expenses or costs reimbursed by other funds with respect to amounts paid by CSCD for

servIces vm. Fines and penalties IX. Fundraising, marketing, advertising (advertising is allowable only for persOlmel

vacancies or for procurement of goods and services) x. Legislative expenses for payment to any elected official from funds received from CSCD Xl. Lobbying xu. Payments to or on behalf of individuals related to principals of any affiliated

organization(s) or to their employees, unless as allowable indirect costs or unless specific approval is received from the CSCD

xu!. Tobacco products XIV. Firearms, ammunition, or firearm components

4) Proposer shall identify its proposed staffing pattern to include the nll111ber of full and/or part-time employees in each job classification that will be present for each work shift for each of the seven (7) days of the week per each level of substance abuse treatment and services specified in the proposal.

5) Other information required from Proposer by this REP.

6) Proposer shall identify the accounting records, reports, and processes that are applicable to the subject CSCD treatment and services to be provided, including but not limited to the following: a) Verification of Proposer's rates b) Proposer's indirect cost rates or cost pooling practices c) Proposer's - current billing processes (including software used) d) All audit and financial reporting requirements that apply to Proposer, and to any parent

company or affiliates .


Required Information

Describe eligibility criteria for persons on community supervlSlon / probationers / pre-trial intervention, including any special client characteristics (i.e. level of intellectual functioning, homeless, indigent, etc.). Also include which offenders, if any, would be ineligible to be clients of Proposer (i.e., offense categories, criminal history information, etc.). A Proposer must include infomlation on how their activities, services and treatment will be conducted so as to fulfill the requirements of the Americans with Disabilities Act, 42 U.S.C. § 12132, and the regulations promulgated thereunder. The CSCD may consider proposals to provide substance abuse treatment services for Special Needs Offenders at higher rates.

Program Descriptiou 1) State whether the proposal for CSCD Residential Services being submitted by Proposer is for one of

the following:

did not have existing contract with CSCD existing contract with CSCD

NEW CONTINUED MODIFIED previously contracted with CSCD and some aspect of the program/service

is being modified from the previous year.

2) Describe all services to be provided by Proposer, and specify if all services are provided to all persons on community supervision, probationers, and pre-trial offenders.

3) Describe Proposer's services and treatment goals and objectives, including how an individualized client treatment plan is developed. Describe other types of treatment plans you will use.

4) Describe all responsibilities that are to be placed upon persons on community supervision, probation and pre-trial offenders responsibilities that are to participate in Proposer's treatment and services (i.e., homework assignments, practice sessions, etc., include frequency, number and time frame where appropriate).

5) Describe the Proposer's experience and history, if any, in working with offenders or clients who are, or were, involved with the criminal justice system in Texas or elsewhere ...

6) Specific requirements for Residential Treatment Services: a. Describe the procedure used by Proposer, and the information that is necessary, for an

offender to be admitted to their facility for program services and/or treatment. b. Describe any diagnostic assessments and instfUl11ents that will precede the provision of

program services and/or treatment for an offender. Describe any post-program service and/or treatment assessment that will be conducted. Describe why these particular assessments or instfUl11ents will be utilized.

c. Describe how and in what time frame and under what circumstances an individualized client treatment plan is developed by Proposer.

d. Describe minimum/maximum length of program participation for an offender. e. Describe how client progress is measured by Proposer while at their facility. Describe

what criteria are used by Proposer to determine when to release a client early, or request an extension.

f. Describe Proposer's communication process and frequency of communication between its facility staff and the CSCD and/or supervising Community Supervision/Pre-Trial Officers (by telephone, written reports, e-mail, etc.). Specify if the communication process or frequency of the communications with the CSCD will vary during the duration of the services and/or treatment being provided by Proposer.


•

g. Describe Proposer's client discharge/tennination procedure (successful/ unsuccessful) from the facility. Include if certificates of completion will be provided by Proposer to participants; and if so, the procedure to provide a certificate to the offender, and the notification procedure to be used by Proposer to the CSCD and/or supervising Community SupervisionlPre-Trial Officer.

h. Describe the Proposer's staff-to-client ratio by level/type of service and treatment. Describe other relevant client supervision procedures and criteria that are to be used by Proposer.

1. Provide photocopies of all state and local facility licenses/certificates that apply to the services/treatment at issue, and include expiration and renewal dates.

J. Describe Proposer's client files, records, fonnat, electronic databases, frequency of entries, etc.

7) Specific requirements for Non-Residential Treatment Services: a. Describe the procedure used by Proposer, and infonnation that is necessary for an

offender to be admitted to their program/service. b. Describe and specify any diagnostic assessments by Proposer that will precede program

services and/or treatment. Describe any post-program services and/or treatment assessments that will be conducted by Proposer. Describe why these particular assessments will be utilized.

c. Describe how and in what time frame and under what circumstances an individualized client treatment plan is developed by Proposer.

d. If group counseling is provided, describe the type of group process utilized, include goals/objectives of group process, minimum/maximum number of clients in a group, and specify if open or closed gronps are utilized.

e. If individual counseling is provided, describe counseling/therapeutic approach utilized, specify skill development techniques utilized and goals/objectives of individual counseling.

f. Describe minimum/maximum length of program participation. (Specify program length for each level of service, i.e. group/individual.) Describe what criteria and processes are used by Proposer to detennine when to release a client early or to request a written extension.

g. Describe how client progress is measured during program participation including the type and frequency of progress reports to be made to the CSCD and/or supervising Community Supervision / Pre-Trial Officers.

h. Describe communication process and frequency of communication between Proposer's program staff and CSCD the Department and/or the supervising Community Supervision!Pre-Trial Officers (by telephone, written reports, e-mail, etc.). Specify if communication process of frequency will vary during duration of Proposer's services/treatment.

1. Describe the Proposer's client discharge/tennination procedure (successful! unsuccessful) from the program/service being provided. Include if certificates of completion will be provided by Proposer to participants, and if so, the procedure to provide certificate to an offender and the notification procedure to be used by Proposer to the CSCD and lor supervising Community Supervision! Pre-Trial officer.

J. Describe the Proposer's staff-to-client ratio by level/type of service and treatment. Describe other relevant client supervision procedures.

k. Describe Proposer's client files, records, fonnat, electronic databases, frequency of entries, etc .


Objectives

Describe, at minimum, Proposer's program performance measures and standards, to include at least the following: 1) Outputs

a) Total number of offenders served b) Total number of counseling hours provided c) Other output measures (determined by CSCD)

2) Outcomes. Include immediate and long-term outcomes that are specific to the program I services as set forth in the proposal. a. Total number of successful program completions b. Reduction of drug or alcohol use by offenders c. Other Program Outcomes (determined by CSCD)

Program Evaluatiou Methods

•

1) Describe Proposer's plan for detennining the degree to which output and outcome objectives are met and methods that are followed.

2) Describe Proposer's plan and records for monitoring, determining, and evaluating outputs and outcomes.

3) Identify the specific employees of Proposer who are responsible for the monitoring of Proposer's performance measures, outputs, and outcomes.

4) Describe how data and records will be gathered by Proposer to detennine treatment and program outputs and outcomes.

5) Describe test instruments or questionnaires that will be used by Proposer.

6) Describe Proposer's process of data analysis (if applicable).

7) Describe the evaluation reports to be prepared and produced by Proposer.

8) Describe the Proposer's Management Information System (MIS), electronic databases, and records to be used by Proposer for tracking clients in treatment and after discharge.

9) If a continued or modified program, please describe results of Proposer's program evaluation data of CSCD clients from the last two years. A program new to CSCD may use data from other client popUlations.

Additional Ontcomes These outcomes will be measured by the CSCD or TDCJ-CJAD. Describe how treatment services that your facility or program uses accomplish the following goals:

a. Reduce recidivism (defined as a re-arrest for a new separate offense that is punishable by incarceration, i.e., Class B Misdemeanors and up)

b. Reduce re-incarceration c. Reduce revocation


Additional Information Required of Proposer

Each proposal shall contain the following information:

1. Name, title, telephone and fax number of Proposer's contact person for all inquiries from CSCD. The contact person shall be responsible for fielding all inquiries from the CSCD related to the proposal, and providing the Proposer's response to CSCD's inquiries

2. Business form of Proposer (e.g. corporation, partnership, sole proprietorship, governmental entity, agency, etc.), if applicable.

a) If a corporation, include the date and state of incorporation. b) Whether Proposer is for profit business or non-profit corporation, govemmental agency

or entity c) Names and addresses of Proposer's principal officers, directors, or partners. d) Identify all employees, officers, or staff of Proposer who is actively or previously on

community supervision, probation, deferred adjudication parole, or who has been convicted of a felony or Class A or B misdemeanor.

e) A copy of Proposer's most recent financial statement (i.e. monthly, quarterly); and most recent audited financial statement--each to include corresponding balance shcet, income statement and statement of cash flow. Proposer must include an affidavit certifying that Proposer is a duly qualified, capable and otherwise bondable business entity that proposer is not in receivership or contemplates same, and has not filed for bankruptcy.

£) A brief biography and complete resume of the person or persons who will operate/manage the services provided by proposers.

g) The organizational chart showing Proposer's staff and management.

3. The name and address of the Proposer's insurance carrieres), along with a letter or statement(s) from Proposer's insurance carrieres) attesting that the insurance coverage(s) as specified in this RFP is/are either in force or available to upon Proposer.

4. Complete reference infonllation for all public and private institutions or agencies to which the Proposer provides or has provided similar services and treatment. Specify dates for such similar service contracts, and current rates being charged by Proposer for these contracted services.

5. A list of all civil lawsuits, administrative proceedings, or investigations filed or pending at any time during the past five years, brought against, or on behalf of, Proposer, its officers, or employees.

6. A list of all criminal cases or proceedings filed or pending at any time during the past five years, brought against, or on behalf of, the Proposer, its officers, or employees.

7. Other organizational, biographical, or financial information deemed relevant by the Proposer or as requested by CSCD.

8. Describe all of the locations where the services and treatment at issue will be provided by Proposer. Detailed information is needed for each physical facility and location where Proposer is to provide services and treatment, including--- contact person, title, physical address, phone and fax numbers, e-mail addresses, types of clients if specific to a particular site (i.e., all male or all female sites), and the levels of treatment and service providcd by Proposer at each site. Is the location accessible to public transportation and in a geographic area accessible to offenders? Is

.. RFP No. XXX-XXX-XXX Page 17

the location(s) near schools, day care centers, churches, or other facilities where offenders may be a threat to public safety? Is the location also used to serve any persons who are on parole, the jurisdiction of juvenile authorities, or mental or medical health agencies or providers?

9. Describe when the treatment and services which are the subject of Proposal could begin.

Proposal Evaluation Factors

CSCD will consider many evaluation factors (of which cost is only one factor), and will receive proposals from all responsible applicants. The ultimate objective of CSCD is to enter into a contract that is most favorable and cost effective under the circumstances. A weighted evaluation criterion, utilizing a numeric score, will be used by CSCD to review the proposals.

Subject to the reservations previously stated, and based on TDCJ-CJAD notification of funding allocations, CSCD believes funding will be awarded, and that on September 1, 2011 CSCD may negotiate a formal contract or contracts as to the subject CSCD treatment and services related to this RFP.

Proposals shall be scored using the following general criterion

l. Program Design 25 Points 2. Experience and Qualifications 30 Points 3. Cost of service 30 Points 4. M/WBE Compliance 15 Points

CSCD anticipates that the criteria to be used for reviewing the proposals that are submitted in response to this RFP, among other things, will include the following items:

•

A. The proposed price per unit of service.

B. The manner in which the mmlmum requirements are met and the extent to which these requirements are exceeded.

C. Completion of all aspects and information asked for in this RFP and the attachments thereto.

D. Proposer's qualifications (e.g., Experience/Licenses/Certifications of management and staff). Please note if individual is a full time salaried employee or a consultant with limited offender contact.

E. Evidence of Proposer's previous accomplishments III providing residential substance abuse services and treatment within the last ten (10) years.

F.

G.

H.

I.

J .

Proposer's experience in working with the target population being addressed in the proposal.

In considering the proposals, the CSCD reserves the right to select the acceptable applicant who offers contractual terms and conditions that are most advantageous, including price per day/hour.

Proposer's services and treatment activation plan and time frames and dates.

Proposer's program performance measures, evaluation, and monitoring procedures.

The adequacy and extent of Proposer's financial resources and insurance coverage(s).

• RFP No. XXX-XXX·XXX Page 18

K. Other factors such as the availability of multiple locations, convenience of hours or location to target popUlation, and Proposer's ability to accept some referrals under other funding pools.

As previously stated, CSCD's proposal review process may include pre-award site visits to any and all of Proposer's facilities. In addition, as a part of the proposal review process, CSCD reserves the right to afford to Proposer's representatives the opportunity to make a brief oral presentation before the CSCD Review Committee. If CSCD determines that such oral presentation is necessary or appropriate, any such oral presentations will be scheduled by CSCD at its discretion and convenience.

Following the CSCD's Selections of Proposer(s)

If any contract is awarded to Proposer, it is anticipated that the Proposal submitted in response to this RFP will be attached and incorporated into such contract as the Vendor Operations Plan and Bndget. Such Vendor Operations Plan and Budget will be used by CSCD in determining and evaluating the adequacy of Proposer's provision of TAIP services and contract compliance.

If a fOlmal written contract is' negotiated and entered into between Proposer with CSCD, it is anticipated that the format, terms and provisions, of such contract will be substantially as set forth in the Contract Management Manual for TDCJ-CJAD Funding of Offender Services (July 1, 2007). Such contract format, suggested terms and provisions therein, are incorporated in this RFP by reference. Prior to its fumishing of a formal contract to Proposer, CSCD reserves the right to revise or modify such contract format, terms and conditions as may be deemed appropriate under the circumstances and to accommodate any changes or revisions that may occur to the applicable TDCJ-CJAD Standards, TDSHS mles, legislation, or other requirements.

VI. GENERAL REQUIREMENTS

AMBIGUITY, CONFLICT, OR OTHER ERRORS IN RFP If a Firm discovers any ambiguity, conflict, discrepancy, omission or other error in the RFP, he shall immediately notify the County of such error in writing and request modification or clarification of the document. Any modification made to this RFP will be issued as an addendum. Written notice will be given to all parties who have been fumished with the RFP without divulging the source of the request for it.

If a Firm fails to notify the County prior to the date and time fixed for submission of Offers of an error or ambiguity in the RFP known to him, or an error or ambiguity that reasonably should have been known to him, he shall not be entitled to additional time by reason of the error/ambiguity or its late resolution.

The County may also modify the RFP prior to the date and time fixed for submission of Offers by issuance/posting of an addendum. All addenda will be numbered consecutively beginning with 1.

OFFER PREPARATION COST Dallas County shall not be responsible or liable for any costs associated with the preparation, submittal, presentation, or other costs incurred by participating in this procurement process.

SIGNATURE OF PROPOSERS An individual who is authorized to bind the Firm contractually shall sign a transmittal letter, which shall be considered an integral part of the Offer. If the Firm is a corporation, the legal name of the corporation shall be provided together with the signature of the officer or officers authorized to sign 011 behalf of the corporation .

.--------------------------------------------------------------------------------" RFP No. XXX-XXX·XXX Page 19

ECONOMY OF PRESENTATION Proposals are not to contain promotional or display materials, except as they may directly answer, in whole or in part, questions contained in the RFP. Such exhibits shall be clearly marked with the applicable reference number of the questions in the RFP. Proposals must address the requirements since the RFP must be answered concisely and clearly. Proposals that do not address each criterion may be rejected and not considered.

PROPOSAL OBLIGATION The contents of the Proposal and any clarification/negotiation thereto submitted by the successful Firm shall become part of the contractual obligation and incorporated by reference into the ensuing contract.

IMPLIED REOUIREMENTS Products and services not specifically mentioned in this RFP, but which are necessary to provide the functional capabilities described by the Firm, shall be included in the Proposal.

COMPLIANCE WITH RFP SPECIFICATIONS It is intended that this RFP describe the requirements and response format in sufficient detail to secure comparable proposals The Firm's response must coincide with the format of the RFP.

WITHDRAWAL OF PROPOSAL A proposing Firm may withdraw their Proposal by submitting a written request for its withdrawal, such request having the signature of an authorized company representative, to the County Procurement Coordinator at any time prior to the submission deadline. The Firm may thereafter submit a new Proposal prior to the deadline. Modifications offered after the deadline and before the BAFO process will not be considered.

ST ATUS/DISCLOSURE OF PROPOSAL All submitted Proposals become the property of the Dallas County and shall be subject to any applicable open records statutes. The content of all RFP's submitted shall remain in effect for a minimum period of 180 days.

Information requested in the RFP deemed by the responding firm to be privileged and confidential must be marked "Privileged and Confidential Information." The County will endeavor to protect such information from disclosure to competitors to the extent allowable by law. Responding firms are advised that responses are subject to the Texas Public Information Act (Texas Open Records Act), Chapter 552, Texas Govemment Code.

All Proposal information, including detail price and cost information, shall be held in confidence until a contract is formally executed andlor the RFP is cancelled. Upon award, the Proposals and associated materials shall be open for review by the public in accordance with The Texas Open Records Act. By submitting a Proposal, the proposing Firm acknowledges and accepts that the full contents of the Proposal and associated documents shall become open to public inspection. The County will uphold the confidentiality of Vendor trade secrets to the extent allotted by law. All confidential information and trade secrets must be clearly identified and separated, by the Firm prior to submission ofthe Offer.

CONTRACTUAL DEVELOPMENT The contents of the RFP and selected Firm's proposal will become an integral part of the contract but may be modified by provisions of the contract as negotiated. Therefore, the proposing Finn must be amenable to inclusion in a contract of any infOlmation provided (in writing) either in response to this RFP or subsequently during the selection process .

• RFP No. XXX·XXX·XXX Page 20

EXPENSE AND FEE REOUIREMENTS The Firm shall be responsible for payment of expenses and fees associated with the Performance of this agreement, including but not be limited to: wages, salaries, labor, services, materials, supplies, transportation, communications, licensing and inspection, taxes, insurance, bonds, etc.

Dallas County will pay based on the negotiations rates determined in the contract with units to be determined upon task assigmnent and may include additional rates for work outside the scope of the contract. All fees are to include all travel and other expenses for performing the contract.

INVOICES The awarded FilTIl will submit an itemized billing statement in accordance with the awarded contract requirements. Unless noted all invoices will be net 30 days upon receipt in the County Auditors Office.

The original invoice is to be sent to the County Auditor's Office, 509 Main Suite 407, Dallas, Texas 75202. A copy of the invoice is to be sent to CSCD for approval.

INDEMNIFICATION The Vendor agrees that it will protect, defend, indemnify, and save whole and hannless the County and all of its officers, agents, and employees from and against all claims, demands, causes or action, damages, judgments, loss and expenses, including attorney's fees, of whatsoever nature, character, or description that any person or entity has or may have arising from or on account of any injwies or damages (including but not restricted to death) received or sustained by any person, persons, or property, on account of, arising out of, or in connection with the performance of the work, including without limiting the generality of the foregoing, any negligent act or omission of the Vendor or any agent, servant, employee or sub-contractor of the Vendor in the execution or perfornlance of this Contract. Vendor further agrees to protect, indemnify and hold County harmless against and fTOm any and all claims and against and from any and all loss, cost, damage, judgments or expense, including attorney's fees arising out the breach of any of the requirements and provisions of this contract of any failure of Vendor, its employees, officers, agents, contractors, invitees, or assigns in any respect to comply with and perfornl all the requirements and provisions hereof.

COLLUSION The successful Vendor may be required to provide an affidavit that he has not conspired with other potential suppliers in any manner to attempt to control competitive pricing. This paragraph does not however, preclude two or more suppliers of certain parts of the requirements from presenting a combined or joint offer for the purpose of providing a complete proposal.

MONETARY RESTITUTION In the event the contract is prematurely terminated due to non-performance and/or withdrawal by the Vendor, Dallas County reserves the right to seek monetary restitution (to include but not limited to; withholding of monies owed) from the Vendor to cover costs for interim services and/or to cover the difference of a higher cost (difference between termination Vendor's rate and new company's rate) beginning the date of Vendor's termination through the contract expiration date. In the event civil suit is filed to enforce this provision, Dallas County will seek its attorney's fees and cost of suit from the Vendor.

FINANCIAL INTEREST No official or employee shall have any financial interest, direct or indirect, in any contract with the County or be financially interested, directly or indirectly, in the sale to the County of any land, materials, supplies or services, except on behalf of the County as an official or employee. Any violation of this section, with knowledge, express or implied, of the person or corporation contracting with the County


•

shall render the contract involved voidable by the Commissioners Conrt of the County. It is the responsibility of the Proposer during all phases of the procurement process to notify the County in writing of any potential conflict of interest.

LITIGATION Any Firm who is currently involved, either directly or indirectly with any litigation against or involving the County, which, as determined by the Commissioners Court, may not be in the best interest of the County may be disqualified and/or not considered for an award.

RIGHT TO REJECTION The County reserves the right, at its sole discretion, to reject and any all Proposals or to cancel this RFP in entirely as determined to be in the best interests of the County. Any Proposal received which does not meet the requirements of this RFP, may be considered to be non-responsive, and the Proposal may be rejected. Proposers must comply with all of the terms of this RFP and all applicable Federal, State and Local laws and regulations.

The County reserves the right, at its sole discretion, to waive any technicality in Proposals provided such action is in the best interest of Dallas County. Where the County waives minor technicalities in Proposals, such waiver does not modify the RFP requirements or excuse the proposing Firm from full compliance with the RFP. Notwithstanding any minor technicalities, the County may hold any Firm to strict compliance with the RFP.

FISCAL FUNDING Any agreement resulting from this RFP will be subject to the availability of governmental fiscal funding. If such funds become reduced or unavailable, any contract agreement shall be subject to immediate modifi.cations, reduction or termination on the expiration date or date in which the funds have been eliminated.

FEDERAL DEBARRED VENDORS No products and/or services utilizing Federal funds may be procured from vendors that are listed on the Federal Excluded Parties List. Government requirements for non-procurement suspension and debarment are contained in the OBM guidance 2CFR, part 180 that implements Executive Orders 12549 and 12689 Debarment and Suspension. Dallas County reserves the right to reject from award consideration and/or terminate any contract with any vendor found to be suspended, ineligible and/or debarred as outlined herein.

ASSIGNMENT Firms shall not sell, assign, transfer or convey this Contract, in whole or in part, without the prior written consent of the Dallas County Commissioners Court. Should the County authorize the original awardee to subcontract (assign) any portion of this contract, the original awardee will maintain the ultimate legal responsibility for all services according to contract specifications. In the event of a subcontract, the original awardee must maintain a continuous effective business relationship with the subcontractor(s) including, but not limited to, regular payments of all monies owed to any subcontractor. Failure to comply with these requirements, in whole or part, will result in termination of this contract and/or legal ramifications, due to nonperformance. Should the County authorize the original contractor to transfer this contract, in whole or part, the secondary contractor will maintain all the legal responsibilities set forth in the context of this contract; and the original contractor will continue to be responsible for the performance of the secondary contractor. However, in the event of the assignment or sale of original awardee's assets, Dallas County, at its option, may terminate or renegotiate the terms of this Contract.


INSURANCE REOUIREMENTS Any vendor that conducts business with Dallas County, whether it is for goods and/or services, must maintain lawful worker's compensatiou/self insured employee coverage requirements and adequate liability limitations.

The Contractor, at its own expenses, shall purchase and maintain the herein stipulated minimum insurance with companies duly licensed to do business in the State of Texas, possessing a current A.M. Best, Inc. Rating of "A" or better.

The policies may provide coverage, which contain deductible or self- insured retention. Such deductible and/or self-insured retention shall not be applicable with respect to the coverage provided to Dallas County under such policies. The Contractor shall be solely responsible for all deductibles and/or selfinsured retention.

Within ten days of the award/execution of a contract, the Purchasing Agent requires the successful vendor(s) to submit verification of the requested coverage. Responding firms must furnish County with certificates of insurance evidencing such coverage by a company authorized to do business in Texas acceptable to County. Failure to furnish such insurance and satisfactory proof thereof shall be grounds for termination of the Contract or any portion of the work. The insurance coverages, except Workers Compensation and Professional Liability, shall name Dallas County and its officers, employees and elected officials as additional insured(s) (as the interest of each insured may appear).

All insnrance required herein shall be maintained in full force and effect through out the term of this contract, including all extensions. Liability and Other Insurance Coverage

Proposers must be able to maintain liability insurance coverage with minimum limits of THREE MILLION AND NO/lOO DOLLARS ($3,000,000.00) on account of bodily injuries to or death of one person and an aggregate of FIVE MILLION AND NO/lOO DOLLARS ($5,000,000.00) for any one occurrence and other necessary insurance coverage to address the indemnification requirements and to protect itself and the CSCD against all claims and/or actions including those by contractor's employees, agents or subcontractors, and those by others. Contractor shall maintain liability insurance and other insurance coverage in full force and effect to protect itself and the CSCD against all claims and/or actions including, but not limited to, those relating to CSCD.

Vendors and/or their freight contractors must be prepared to show coverage verification prior to entering upon Dallas County premises.

Failure to comply with lawful requirements or adequate liability requirements may result in delay of payments, subject to the orders of the Commissioners Court, not to exceed a period of up to two years from the tennination of the contract, or cancellation of the contract or both. (Court Order 2003-1792, September 30, 2003)

INSURANCE LAPSES In the event successful firm fails to maintain insurance as required by this contract, successful firm shall immediately cure such lapse in insurance coverage at successful firm's sole expense, and pay County in full for all costs and expenses incurred by County under this contract as a result of such failure to maintain insurance by successful firm, including costs and reasonable attorney's fees relating to County's attempt to cure such lapse in insurance coverage. Such costs and attorney's fees, not to exceed fifteen hundred and 001100 dollars ($1,500.00), shall be automatically deducted from monies or payments owed to successful finn by County. Moreover, the County shall retain five percent (5%) of the value of the


Contract that shall be placed into an acconnt from monies or payments owed to Contractor by County to cover Connty's potential exposure to liability during the period of such lapse. The retainage shall be held by County until six (6) months after the term of the Contract has ended or has otherwise been tenninated, cancelled or expired and shall be released if no claims are received or lawsuits filed against County for any matter that should have been covered by the required insurance.

SUCCESSFUL FIRM FURTHER AGREES TO INDEMNIFY COUNTY FOR ANY PENALTIES, FINES, JURY AWARDS, COURT COSTS, LITIGATION EXENSES, AND ATTORNEYS' FEES INCURRED BY COUNTY DUE TO SUCCESSFUL FIRM'S FAILURE TO MAINTAIN THE REQUIRED INSURANCE AT ALL TIMES DURING THE TERM OF THIS CONTRACT. SUCCESSFUL BIDDER(S), AT ITS OWN EXPENSE WITH COUNSEL OF COUNTY'S CHOICE, WILL DEFEND AND HOLD COUNTY HARMLESS IN ANY CLAIM OR ACTION AGAINST COUNTY THAT OCCURRED AS A DIRECT OR INDIRECT RESULT OF SUCCESSFUL FIRM'S FAILURE TO MAINTAIN INSURANCE AT ALL TIMES DURING THE TERM OF THIS CONTRACT. WITHOUT WANING ANY RIGHTS LINDER SOVEREIGN IMMUNITY, THE COUNTY SHALL COOPERATE WITH AND MAY MONITOR SUCCESSFUL BIDDER(S) IN THE DEFENSE OF A1\TY CLAIM, ACTION, OR PROCEEDING AND WILL, IF APPRORIA TE, MAKE EMPLOYEES AVAILABLE AS SUCCESSFUL FIRM MAY REASONABLY REQUEST WITH REGARD TO SUCH DEFRENSE, SUBJECT TO THE REIMBURSEMENT BY SUCCESSFUL FIR,\1 OF ALL COSTS AND EXPENSES OCCASIONED BY THE COUNTY'S COOPERATION IN SUCH DEFENSE. SUCCESSFUL FIRM AGREES NOT TO SETTLE ANY SUCH CLAIM WITHOUT THE COUNTY'S CONSENT, WITH CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED.

DISCLOSURE FORM CIQ Effective January 1, 2006, Chapter 176 of the Texas Local Government Code requires that any vendor or person considering doing business with a local government entity disclose in the Questionnaire Form CIQ, the vendor or person's affiliation or business relationship that might cause a conflict of interest with a local government entity. By law, this questionnaire must be filed with the records administrator of Dallas County no later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. The questionnaire is included in this solicitation. By submitting a response to this request, the vendor represents that it is in compliance with the requirements of Chapter 176 of the Texas Local Government Code. Please send completed forms to the Dallas County Clerk at 509 Main Street, 2nd Floor, Dallas, Texas 75202.

USE OF CONTRACT BY OTHER POLITICAL JURISDICTIONS Proposers are ad vised that all resultant contracts may be extended, with the authorization of the proposer, to other political jurisdictions to pennit their ordering of services/supplies at the prices and terms of the resulting contract. If any other jurisdiction decides to use the final contract, the Contractor(s) must deal directly with that jurisdiction or political subdivision concerning the placement of orders, issuance of purchase orders, contractual disputes, invoicing and payment. Dallas County acts only as the "Contracting Agent" for these jurisdictions and political subdivisions. Failure to extend a contract to any jurisdiction will have no effect on consideration of your offer.

Each participating jurisdiction and political subdivision has the option of executing a separate contract with the awardee. Contracts entered into with them may contain general tenns and conditions unique to those jurisdictions and political subdivisions covering minority participation, non-discrimination, etc. If, when preparing such a contract, the general terms and conditions of a jurisdiction are unacceptable to the awardee, the awardee may withdraw its extension of the award to that jurisdiction.

• RFP No. XXX·XXX·XXX Page 24

Dallas County shall not be held liable for any costs or damages incurred by another jurisdiction as a result of any award extended to that jurisdiction or political subdivision by the awardee.

VOLUNTARY MORATORIUM ON CAMPAIGN CONTRIBUTIONS In accordance with Dallas County's Transparency Policy, parties interested in responding to this RFP/RFQ are encouraged to sign a statement indicating your willingness to temporarily refrain from making any donation to any Dallas County elected official or candidate for office whose office (or potential office) has any involvement in the selection process for the associated contract during the pendency of the RFP/RFQ through thirty (30) days after the contract is awarded. (See attached f011n.)


Appendix I

COVER PAGE

All proposals must include this cover page as the first page

Proposal to Perform Residential Substance Abuse Treatment Services PROPOSALS DUE: DALLAS COUNTY CSCD CSCD Residential Substance Abuse

TBD, 2011 2:00 p.m. CST Treatment Services

Subject of Proposal

Proposer's Legal Name Headquarters' Address Taxpayer 10

Address (for Residential Service Submit both the billing address and the physical addresses for each location I Treatment location) where services will be delivered. (Use separate pages if needed) ,,, Telephone Numbers, Fax and phone

e-maii E-mail Address

Service Type Rate Exceptions

Detoxification

Intensive Residential

Residential

Intensive Outpatient

Supportive Outpatient

Printed Name of Authorized Agent or Name Title official authorized to submit proposal or execute contracts.

SIGNATURE


Appendix II Vendor Budget Form Instructions

FY 2011 CSCD SUBSTANCE ABUSE TREATMENT SERVICES

TDCJ-CJAD will review requests for residential and outpatient substance abuse treatment programs and services to be funded from the CSCD's TAIP funds. As a part of TDCJ-CJAD's funding process, vendor budgets will be reviewed to establish an allowable funding rate (e.g., bed-days, client hours) for programs, facility operations, and contracted placements. The TDCJ-CJAD approved vendor budget will become a part of the contract (as a binding attachment) between the CSCD and the Vendor. Proper completion of the attached budget forms is imperative to establish a rate per unit and, thus, to receive funding. Please follow the instructions to facilitate the assignment of rates.

General Information:

a. Vendors must comply with the Substance Abuse Treatment Standards as established by TDCJ-CJAD and with TDSHS-SA rules where applicable.

b. SATF vendors must comply with the TDCJ-CJAD SATF guidelines. c. For SATFs and CRTCs, vendors must comply with TDCJ Substance Abuse Treatment and Residential

Standards. d. A separate vendor budget must be submitted for each facility operated by the vendor where applicable. e. The cost justification must be established and rates set separately for each facility operated by the vendor. f. Any costs paid directly by the CSCD facility should not be included in the vendor budget. Billings from the

vendor to the CSCD for contract placements must be based on actual bed use, not on a lump sum amount each month. Vendors may charge for the day an offender/resident is admitted to the facility, but may not charge for the day of release from the facility.

g. Establishment of a daily rate is the main purpose of the vendor budget. Items included in the vendor budget must be reasonable, allowable, and necessary for program operations.

h. Vendor must comply with the attached list of unallowable expenditure items. i. Depreciation schedules must be attached to the vendor budget for any equipment items budgeted for this

program. j. Requirement for indirect and/or overhead allocation attachment, either:

• Indirect and/or overhead cost allocation plan, including explanation of allocation method, expenditure items included, total indirect and/or overhead amount to be allocated to all vendor programs, number of programs to which allocated, and percentage allocated to the CSCD's program;

OR,

• A certified statement (or copy of approval letter) that the vendor's allocation plan has been approved by another state or federal agency.

1. The vendor must maintain a separate accounting system for the CSCD's program, and submit financial information to the CSCD and/or TDCJ-CJAD upon request regarding requested financial reports, fund balance information at the end of the fiscal year, etc.

2. All records on vendor expenditures must be maintained for auditing purposes, and any expenditure not properly documented may be disallowed.

3. The rate is to be based on projected outputs. The outputs should be expressed as Total Costs divided by Residential Bed·Days (residential bed-days is calculated as number of beds x 365).

• IIIi


Expenditure Lines

1) Personnel Salaries: Please use the most logical and concise manner to convey the personnel cost of each program. Each person participating in the provision of services should be listed with the annual salary and the percent of time allocated to the program. Example:

Position Title Staff Name Annual Salary % Time Total

Supervisor Jones, Bill $30,000 80% $24,000

2) Personnel Fringe Benefits: FICA, SUT A, Medicare, medical, dental, retirement, workers compensation, and unemployment tax are considered fringe benefits. There may be others specific to your agency. Please list as appropriate. Some items may be carried as indirect costs under the Other expenditure line.

3) Personnel Training: These costs are those associated with maintaining credentials and licenses, including registration fees and in-service training. In agencies that receive funding from multiple sources, please do not assign all training to this budget. Instead, use an assignment based on the percentage of time employees receiving training are dedicated to the CSCO's residential facility.

4) Personnel Travel: This expenditure line item should include only travel by personnel in the performance of CSCO residential program related business and include staff mileage reimbursement (at no more than the IRS rate per mile), per diem meals, lodging, and public transportation costs. Travel costs for residents or personal travel is not allowable in this category. Travel to training should also be included. (Expenses for agency vehicles used to transport staff and residents should be listed under the "Transportation" expenditure line.)

5) Equipment: This expenditure line item may include leased equipment, insurance, and annual depreciation of equipment used in this program. For any vendor-owned equipment associated with the program, appropriate percentages may be depreciated and charged as an indirect cost in the "Other" expenditure line. Appropriate depreciation schedules must be attached with indication of total indirect costs and the percentage charged to the CSCO program.

6) Transportation: Transportation costs, such as gasoline, parking, etc., of transporting residents to and from facilities or related program activities are to be placed in this line item. Mileage logs will be required for audit purposes. Transportation costs associated with CSCO-owned vehicles will be paid from the CSCO facility budget.

7) Consumable Supplies: This expenditure line includes office supplies, tests, educational supplies, posters, food for residents, housekeeping costs, postage, linens, resident medical supplies, urinalysis testing supplies, etc.

8) Other: Included in this expenditure line is profit, professional services (specify type of service), insurance, pest control service, janitorial, and miscellaneous indirect costs (please specify and attach an explanation of the allocation method and expenditure items included for indirect costs, along with the percentage applicable to the CSCD program) .


9) Facility: This line item includes items such as building rental, maintenance, insurance (content and liability), and utilities, building depreciation or use allowance (attach schedule). Purchase or lease-purchase payments for facilities are not allowable expenditures from State funds.

All expenditures must be reasonable and allowable and related to the program. All records on vendor expenditures must be maintained for auditing purposes, and any expenditure not properly documented may be disallowed. Vendors must maintain an accounting system in accordance with the line item categorization as outlined in the Vendor Program Budget (Request for Funding) for the CSCD-funded program.

REQUIRED ATTACHMENTS:

1. Depreciation schedule for any equipment items or building that are budgeted in this program budget.

2. "Use allowance" documentation applicable for equipment or buildings if included in this budget.

3. Either: • Indirect and/or overhead cost allocation plan, including explanation of allocation method, expenditure items included, total

indirect and/or overhead amount to be allocated to all of vendor's programs, number of vendor programs to which allocated, and percentage allocated to the CSCD's program;

OR,

• A certified statement (or copy of approval letter) that the vendor's allocation plan that has been approved by another state or federal agency.


UNALLOWABLE COSTS

The following items are not to be included in the vendor's budget for rate justification and are not to be paid from funds received from the CSCD:

• Any item unallowable by State or any authorized agency, statue, policy, or procedure including, but not limited to, CSCD Substance Abuse Standards, TDCJ-CJAD Contract Guidelines, DSHS Substance Abuse Services, U. S. Office of Management and Budget Circulars and other federal guidelines for the operation of for-profit and not-for-profit entities;

• Alcoholic beverages;

• Bad debts;

• Building or Land purchase, rental-purchase, lease-purchase, renovation;

• Cash payments to intended recipients of services;

• Equipment items exceeding $1,000 (CPU, Monitor and Keyboard are one unit) counted as a direct expense toward the program. Such items may be charged to the program only through an approved depreciation methodology;

• Expenses or reimbursements to or on behalf of vendor-related entities for allowable indirect costs;

• Expenses or costs reimbursed to vendor by other funds with respect to amounts paid by CSCD for vendor services;

• Fines and Penalties;

• Firearms, Firearm components, and Ammunition; • Fundraising; Marketing; and Advertising (Advertising is allowable only for personnel vacancies or procurement of goods and

services only);

• Legislative expenses or payment to any elected official from funds received from the CSCD;

• Lobbying;

• Payments to or on behalf of individuals related to principals of any vendor-affiliated organization(s) or to their employees, unless as allowable indirect costs or unless specific approval is received from the CSCD; and

• Tobacco Prod ucts.

I; iii


Appendix III Vendor Request for Funding

FISCAL YEAR 2011

VENDOR NAME (Name as Incorporated)

STREET ADDRESS CITY STATE ZIP

List any D.BA or AKA'S E-MAIL ADDRESS

CONTACT PERSON TITLE TELEPHONE FAY.

BUSINESS FORM of Vendor (Check applicable): For Profit Corporation__ Non-Profit Corporation__ Partnership__ Other __

State where incorporated or formed: _______ Date of Incorporation or formation: ___ _

TYPE OF RESIDENTIAL FACILITY:

INDICATE ALL THAT ARE APPLICABLE: Total Number of Beds: Male: Female

SPECIFIC NAME, PHYSICAL LOCATION, PHONE NUMBER AND NUMBER OF BEDS BY GENDER FOR EACH FACtLiTY OPERATED BY VENDOR

Facility Name: Location: Male Beds: Female Beds:

INSURANCE PROVIDER "'). ______________________ _

I certify that all information contained in this application, including all attachments and supporting materials, is true and correct to the best of my knowledgE

Signature of Authorized Official Title Date

• • RFP No. 'fXX-XXX-X'fX Page 31

Appendix IV Summary Budget for Purchase of Services

FISCAL YEAR 2011

Vendor: __________________ _

City: __________________ _

Contract Period: _______________ _

COST CATEGORY COST

Personnel - Salaries $ Personnel - Fringe Benefits $

Personnel - Training $

Personnel- Travel $

Equipment $

Transportation $

Consumable Supplies $

Other $

Facility $

TOTAL $

Total Units Service per Year (example: Bed days per year):

Cost Per Unit:

I I Show Computation:

RFP No. XXX-'f)(X-XXX •

Page 32

BUDGET JUSTIFICATION

1. Personnel Salaries

I Vendor:

Personnel- a anes "Please s ow mat ema Ica compu a IOns as to ow tota cost was enve S I . h h f I tf h

Position or Title Staff Name or DVacant Annual Salary % Time for Job Total

TOTAL

Note: Use as many additional pages as needed



2. Personnel Fringe Benefits

I Vendor:

"Please show mathematical computations as to how total cost was derived"

Fringe Benefits Based on Salaries Paid: Total

FICA $

SUTA

WORKMAN'S COMP,

MEDICAL BENEFITS

OTHER: (Describe)

TOTAL FRINGE BENEFITS $

RFP No, XXX-XXX-XXX Page 34


3. Personnel Training

I Vendor:

"Please show mathematica computations as to how total cost was derived"

Purpose (List Conference Fees, Describe In-Service Training Costs) Total

$

TOTAL PERSONNEL TRAINING $

• • RFP No, XXX-XXX-XXX Page 35


4. Personnel Travel

I Vendor:

"PI h ease s ow rna ema Ica compu a Ions as 0 ow 0 a cos was th f I t t' t h ttl t d . d** enve

Purpose (List Staff Mileage and rate used, Per Diem and rate, Public Transport) Total

$

TOTAL PERSONNEL TRAVEL $

• RFP No. XXX·XXX-XXX Page 36


5. Equipment

I Vendor:

**Please show mathematical computations as to how total cost was derived"

Purpose (All Equipment will be purchased by CSCD residential facility.) Total

$

TOTAL EQUIPMENT $



6. Transportation

I Vendor:

"PI ease s ow ma ematlca computations as to h th . I h ow total cost was derived"

Purpose (List All Project Transportation Costs for Transport of Residents) Total

$

TOTAL TRANSPORTATION COSTS $



7. Consumable Supplies

I Vendor: I . I "Please show mathematlca computations as to h ow tota cost was d . enved "

Purpose (List All Consumable Supplies with Brief Description) Total

$

TOTAL CONSUMABLE SUPPLIES $



8. Other

I Vendor:

"Please 5 ow mat ematJca computalions as to how 0 a cost was h h . I ttl d . enved **

Purpose (List All Other Costs with Brief Description) Total

$

TOTAL OTHER COSTS $



9. FACILITY COSTS

I Vendor:

**Please show mathematical computations as to how total cost was derived"

Purpose (List All Facility Costs with Brief Description) Total

$

TOTAL FACILITY COSTS $

• • RFP No. XXX-XXX-X!:A Page 41

Appendix V (Substance Abuse Treatment Services Operations Agreement)

RFP No. XXX-XXX-XXX

EXHIBIT A Vendor Operational Plan

(Required for Contracts with Each Vendor over $100,000)

• Page 42

RFP No. XXX-XXX-XXX

EXHIBIT B Monthly Invoice Form

«

Page 43

COURT ORDER

~~Ol !J73 ORDER NO. _______ _

DA TE : __ -",M",a,-,-y-,,3,-,-1~, 2",,0,"-120-1 __ _

STATE OF TEXAS §

COUNTY OF DALLAS §

BE IT REMEMBERED, at a regular meeting oftbe Commissioners Court of Dallas County, Texas,

held on the _~3""I,-,s,,,-t ___ day of ____ .J.M"'a"'y"-_______ , 2011, on motion made by

Jolm Wiley Price, Commissioner of District No.3, and seconded by

Dr. Elba Garcia, Commissioner of District No.4 the following order was adopted:

WHEREAS, this matter was briefed to the Commissioners Court on May 24, 2011; and

WHEREAS, the City of Dallas, for itself and as trustee on behalf of the County of Dallas, and the Dallas Independent School District acquired a Sheriffs Deed on the properties located at 5408 Bexar Street and 2440 Starks Avenue, Dallas, Texas (the Properties) at a sheriffs tax sale; and

WHEREAS, the East Dallas Community Organization (EDCO), a qualified non profit organization, purchased the Properties under the City's Land Assembly and HB 110 process through the City's Land Transfer Program to construct affordable housing on the Properties;

WHEREAS, Dallas County via Court Order No. 2007-432 dated February 20, 2007 and Court Order No. 2007-637 dated March 20, 2007, consented to the sale of the Propelties to EDCO; and

WHEREAS, the City, with the approval of Dallas County and the Dallas Independent School District, executed quitclaim deeds to the Propelties, subject to deed restrictions requiring a fiveyear affordability period and compliance with the proposals; and

WHEREAS, EDCO did not develop the Properties by the construction deadline date and needs the approval of the governing bodies of all affected taxing units to amend its proposals to extend the time lines until March 30, 2013 and May 17,2013, respectively; and

WHEREAS, the Commissioners Court concurs the City of Dallas amend the deed restrictions on the Properties to extend the times to complete the development; and

WHEREAS, this request is consistent with Vision 5 (Dallas County is the destination of choice for residents and businesses) by participating in the City's Low-Income Housing Program, allowing tax-foreclosed and seized properties to be sold to qualified non-profit organizations for the development of housing for low-income persons.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the Commissioners Court of Dallas County, Texas: (1) accepts the amended City of Dallas Land Assembly Program proposals submitted by East Dallas Community Organization on the properties located at 5408 Bexar Street and 2440 Starks Avenue, Dallas, Texas, extending the term for the development periods of the Properties to March 30, 2013 and May 17, 2013, respectively, and (2) authorizes the City of Dallas to execute amendments to the deed restrictions to extend said times to complete the development of the Properties.

31st f DONE IN OPEN COURT, this the ---- day 0 __ ---cT"-"--___ ,.2011. fi /) ~~

y~W=fti'~~:::;::::;:= ike Cantrell, District

Dr. Elba Garcia, District 4

Recommended by: a L. Blair, P.E.

Dlrector of Public Works

WI ~ PAE:pe/Sj'lj

C:lM y Doc ents:/ dtax:fN onprofi tJEasill lsComCorp~ 540 8B exar" 2440S tarks, CO , Extens i on

COURT ORDER

~Ol ORDER NO. ______ _ 97~

DATE: __ M~~~31~.~2~01~1~ __

STATE OF TEXAS §

COUNTY OF DALLAS §

BE IT REMEMBERED. at a regular meeting of the Commissioners Court of Dallas County, Texas,

held on the 31 st day of ____ "M"'a'.ly'--__________ , 20 II, on motion made by

..:J::.:o='l-'=m~W::i:.::l:::e:Ly_P:cr:cl::· c:::,eC!,,-,=C:::o:::Imn=i::cSS::::l::' o:::n::e:::r.-..:::o.::f_D::.l:::· s:::t::::r:..::i::.::c::.::t:....:.:N:::o.:.. _3~ ______ , and seconded by

..:D::.:r::...:.....,:E::l::b:.:a:......:G::.ar:..c:.:l:.:· a::.:,c...,:C:.:o::Imn=i::.SS:..l:..· o::::n::::e::::r:......:o.=f....::.Dl::.· s:..t::::r::::i:..c:..t....::.N::o_. _4 ____ , the following court order was

adopted:

WHEREAS, this item was briefed to the Commissioners Court on May 24, 20 11; and

WHEREAS, the MCIP includes funding for right of way acquisition; and

WHEREAS, pursuant to Court Order No. 2008-1095 the Commissioners Court awarded an Indefinite Delivery Indefinite Quantity (IDIQ) Contract to Halff Associates, Inc. for Right of Way Acquisition Services for a one year term with an option to extend two one year terms; and

WHEREAS, the current IDIQ contract is set to expire June 2, 2011, necessitating need to renew this important project delivery resource of the Dallas County Public Works Department; and

WHEREAS, the Civil Section of the District Attorney's Office recognized a need to revamp the authorizing specifications and develop a new process for the procurement of these services; and

WHEREAS, Halff Associates, Inc. has provided satisfactory ROW Acquisition Services during the term of this IDIQ contract and has agreed to continue to perform said services for an additional one hundred twenty days at the same terms and conditions of the original contract; and

WHEREAS, the Director of Public Works recommends that the Commissioners Court execute Amendment No.3 authorizing an additional one hundred twenty days (September 30, 20110n the Indefinite Delivery Indefinite Quantity Contract with Halff Associates, Inc.; and

WHEREAS, the subject request is cousistent with Dallas County Strategic Plan, Vision 4: Dallas County proactively addresses critical regional issues and is the choice for residents and businesses. Dallas County coordinates programs and services to improve the quality of life in Dallas County through continued/increased efforts to improve the attractiveness of County facilities.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED by the Dallas County Commissioners Court: that the County Judge is authorized to execute Amendment No.3 to the Indefinite Delivery Indefinite Quantity Contract with Halff Associates, Inc. awarding the one hundred twenty day extension (September 30, 2011) or until the completion of all active, fully authorized work orders, which ever occurs last; to allow the Civil Section ofthe District Attorney's Office ample time to research state statutes and develop the legal process to solicit right of way IDIQ contract services.

DONE IN OPEN COURT this the 31st day of ___ Ma_y_----:7='r-vll.

o ounty Judge ike Cantrell, District 2

~.4d ~~~~~~~~~I ~ Dr. Elba Garcia, District 4

RECOMMENDED BY' ::::.-~~~=::::::==_

Cd/SHISC Cdmydoclholjj1coextendfinallyr Amend 3

Attachment

a air, P.E. irector of Public Works

AMENDMENT NO.3

To The Right of Way Acquisition Services Indefinite Delivery Indefinite Quantity

Contract

Between

COUNTY OF DALLAS, TEXAS

and

HALFF ASSOCIATES, INC.

WHEREAS, pursuant to Court Order No. 2008-1095 dated June 3, 2008, Halff Associates, Inc., ("Halfr') was awarded an Indefinite Delivery Indefinite Quantity Contract for Right of Way Acquisition Services for a one year term from June 3, 2008 through June 3, 2009; and

WHEREAS, said contract included a provision that Dallas County in its sole discretion shall have the right to renew this contract for two one year tenns from the termination date; and

WHEREAS, Amendment No.1 awarded the first one year extension from June 3, 2009 to

June 2, 2010 and Amendment No.2 awarded the second one year extension from June 2, 2010 to

June 1,2011; and

WHEREAS, Halff has agreed to perfonn additional Right of Way Acquisition Services at the County's request for an additional one hundred twenty days, at the same tenns and conditions of original contract with and amendments thereto, if any.

NOW THEREFORE, by execution of this Amendment No.3 the contract is amended hereby with respect to the items and features described below:

1. Amended Provisions: ARTICLE 1, TERM

1.1 This amended tenn of the contract becomes effective on June 2, 2011 (hereinafter, the Effective date) and will tenninate on September 30,2011, or upon completion of all fully authorized Work Orders, whichever occurs last, unless sooner tenninated in accordance with the applicable provisions hereof, or extended by mutual agreement approved by the Commissioners Court. The Contractor will not begin work or incur Costs until each Work Order is approved by formal order of the Commissioners Court and authorized by Dallas County to proceed with the work by written Notice to Proceed.

1.2 This section is AMENDED to delete in its entirety:

Except as provided herein, all other terms and conditions of the contract remain unchanged and in effect.

IN WITNESS WHEREOF, by the signatures below of the duly authorized agents of the County of Dallas, Texas and Halff Associates, Inc., the said County of Dallas and Haiff Associates, Inc. do hereby agree to amend the tcnn of the original contract between said parties, dated June 3, 2008, thus extending the total contract term for an additional one hundred twenty days effective the execution of Amendment No.3.

COUNTY OF DALLAS, TEXAS HALFF ASSOCIATES, INC.

Vc I /,{,lay Lewis Jenkins u ty Judge

~ By: znJ--711 sz:t:.

l!i~e fr-e.slol-e.n-t

APPROVED AS TO FORM: ATTEST:

::? d d // \\"uuu"'"'1 ~~~9-w--75, ~ ,~\"\'~~~.~.I~.~;;I'~~

(C S I) .:: ,. " OR A '. -;,.t. ~ .orporate· a ~ " .... ~v,.'? "r", .... '0 ~_ :: <: ,-," 0 c::::::::> '.' :: ,5""" r""t ~ ,.. y :: r' c::::::::> .:: CdiSC ~ :... stAt./ j Amend 3 Contract ~', ,'~

~ '" .,- $ ~ ....... , ,,':::

"1111 TEXp..~\\,\'\ 111"IUIIIH\\\'

* By law, the District Attorney's Office may only advise or approve contracts or legal documents on behalf of its clients. It may not advise or approve a contract or legal document on behalf of other parties. Our review of this document was conducted solely from the legal perspective of our client. Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval, and should seek review and approval by their own respective attorney(s).

ORDER NO. _2_0_; _1 __ 9_,_5 DATE: May 31, 2011

STATE OF TEXAS §

COUNTY OF DALLAS §

COURT ORDER

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas,

held on the 31st day of _____ Ma_y _______ , 2011 on motion made by

-.--:J"-'o::olm~_.:.:W=il:::.:e:::,;y'__=P_=r=i:::.ce~,~C:::o:::I1lI1U=· s:.:s:::i:::o:.:n::::er=--:o:::f=--::D.::i::::st:.:r:.:i:.:c:.:t=--..::N::::o.:.... -.:3-=---_____ , and seconded by

Dr. Elba Garcia, Commissioner of District No.4, the following order was adopted:

WHEREAS, this matter was briefed to the Commissioners Court on January 12, 1993, Court No.

93-130, wherein the Commissioners Court agreed to use this form Court Order to

provide the City of Dallas consent to sell specific tax properties to the highest bidder

via public sealed bids; and

WHEREAS, several parcels ofland were offered for sale by the Sheriff of Dallas County at public

auction pursuant to a judgment of the District Court of Dallas County, Texas, for

foreclosure of the tax liens securing payment of delinquent property taxes, accrued

penalty, interest, and court costs; and

WHEREAS, those parcels ofland which did not receive a sufficient bid as set by law were struck

off to the City of Dallas, Dallas County, and/or Dallas Independent School District,

pursuant to Section 34.01 (c), Tax Code; and

WHEREAS, pursuant to Dallas County Commissioners Court Order No. 91-1386, dated August

20,1991, Dallas County authorized the City of Dallas to act as Trustee for Dallas

County in having struck off to the City, parcels of land which do not receive a

sufficient bid as set by law and to execute a quitclaim deed for such parcels of land

conveying for the purchaser the right, title, and interest acquired or held by Dallas

County as a party to the judgment foreclosing tax liens on the parcels of land; and

WHEREAS, Commissioners Court Order No. 98-2411 dated December 15, 1998, amended

Commissioners Court Order Nos. 91-1386 and 93-130 to specifically delete blanket

authority to resell tax foreclosure property under Section 34.015 (Alternate Manner

of Sale), redesignated as Section 253.010 of the Local Government Code; and

WHEREAS, Dallas County and the taxing units involved desire to resell said parcels ofland in an expeditious manner pursuant to Section 34.05, Property Tax Code, specifically excluding a resale under Section 253.010 of the Local Govermnent Code; and

WHEREAS, this request is consistent with Vision 5 (Dallas County is the destination of choice for residents and businesses) of the County's Strategic Plan in authorizing the sale of tax foreclosure properties to interested purchasers thereby returning the parcel( s) to the tax rolls increasing tax revenue for Dallas County.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED by the Commissioners Court of

Dallas County, Texas, that the City of Dallas as Trustee for Dallas County, in its own behalf, and on

behalf of the Dallas County Community College District, the Parkland Hospital District, and the

Dallas County School Equalization Fund is hereby authorized to solicit from the public sealed bids

on any or all of the said parcels ofland (attached as Exhibit "A" hereto and made a part hereof) and

does hereby consent to the sale of said parcels of land to the highest bidder even if the bid tendered is

less than the market value of the land specified in the judgment offoreclosure or the total amount of

the judgment of foreclosure or the total amount of the judgments against the property.

DONE IN OPEN COURT this the 31st day of __ Ma_Y ___ ,-_,2011.

Dr. Elba Garcia, District 4

RECOMMENDED BY:

PECdlSf!f"/ CDlcdrivelaacathy/pamRev 703 docco.sherifsale

Attachment

EXHIBIT A TAX FORECLOSED/SEIZURE WARRANT PROPERTIES

STRUCK OFF TO THE CITY OF DALLAS AS TRUSTEE FOR DISD AND THE COUNTY OF DALLAS FROM THE SHERIFF SALE (MAY 2011)

.

STRUCK· .... IMPi OFF

NO. TAX ACcoUNT NO. . ... ···STREET ADD.RESS MAPSCO VACANT BLOCK LOT AMOUNT SIZl: ~

1 00000446227000000 324152ND 666 IMP 0/5840 LOT 11 $21,206.87 .1653

2 00000511381000000 3703 ARMOR 56T VAG G/6095 LOT 15 $5,000.00

3 00000511375000000 3707 ARMOR 56T VAG G/6095 LOT 13 $5,000.00

4 00000511372000000 3711 ARMOR 56T VAG G/6095 LOT 12 $5,000.00

5 00000511369000000 3715 ARMOR 56T VAG C/6095 LOT 11 $5,000.00

6 00000511366000000 3719 ARMOR 56T VAC C/6095 LOT10 $5,000.00

7 00000511363000000 3723 ARMOR 56T VAC C/6095 LOT 9 $5,000.00

8 00000511360000000 3727 ARMOR 56T VAG C/6095 LOT 8 $5,000.00

9 00000511357000000 3731 ARMOR 56T VAC C/6095 LOT? $5,000.00

10 00000511354000000 3737 ARMOR 56T VAC C/6095 LOT 6 $5,000.00

11 00000511384000000 3801 AROCHA 56T VAC G/6095 LOT 16 $5,000.00

12 00000511387000000 3807 AROCHA 56T VAC C/6095 LOT 17 $5,000.00

13 00000139612000000 4526 ASH 46K IMP 0/1058 LOT 7 $12,490.00 .1641

14 00000639715000000 5730 BON AIRE 66P IMP 6875 LOT 15 $13,070.81 .1836

15 00000175288000000 4607 BRADSHAW 46Z IMP A11775 LOT 15 $12,297.69 .1182

16 00000152095000000 4511 CONGO 46L IMP A11403 LOT 3 $8,860.00 .0459

17 00000172750000000 3911 DIAMOND 46X VAG 6/1734 LOT 25 $6,000.00 .0846

18 00000224920000000 4815 DOLPHIN 47J VAC A12634 LOT 1 $12,820.00 .1338

19 00000355144000000 4246 EASTER 650 VAC 6/5020 SOUTH 50 FEET LOT 4 $8,630.00 .3535

lAmount in Sheriff's Deed is the lesser of the judgment amount, which includes interest, penalties, code liens and civil penalties, or the assessed value in the judgment.

2 All sizes are approximate.

JUDG,MENT CAUSE NO.

08-30566

06-30962

06-30962

06-30962

06-30962

06-30962

06-30962

06-30962

06-30962

06-30962

06-30962

06-30962

09-31018

08-30337

08-30268

08-30398

08-30370

05-50166 COMBINED WITH 87-30867

09-31906

EXHIBIT A TAX FORECLOSED/SEIZURE WARRANT PROPERTIES

STRUCK OFF TO THE CITY OF DALLAS AS TRUSTEE FOR DISD AND THE COUNTY OF DALLAS FROM THE SHERIFF SALE (MAY 2011)

. STRUCK-

II\I1PJ OFF NO. TAX ACCOUNT NO. STREET ADDR!;S$ I\I1APSCO VACANT BLOCK LOT AMOUNT SiZE'

20 00778900040050000 10022 EVERTON 69B VAG 4/7789 LOT 5 $20,863.67 .1263

21 00000363472000000 4524 GARRISON 650 IMP B LOT 7 $15,795.32 0.1435

22 00000284458000000 1231 E. ILLINOIS 5ST VAG 34/3700 LOTS 19-22 $22,500.00 0.4591

23 00000469222000000 2620 S. LLEWELLYN 54U IMP 10/5975 LOT 12 $76,543.47 0.2009

24 00000642766000000 2538 OAKDALE 66N IMP 10/6889 LOT 20 $12,932.86 0.1435

25 00000694573000000 5711 SINGLETON 42P IMP 117170 LOT 20 $8,365.14 0.1674

26 00000802942000000 1000 N. WALTON WALKER 42W VAG 8334 TRACT 4 $8,105.40 3.52

lAnlOunt in Sheriffs Deed is the lesser of the judgment amount, which includes interest, penalties, code liens and civil penalties, or the assessed value in the judgment.

2 All sizes are approximate.

JUDGM!;NT CAu$!; NO.

08-30180

09-31381

07/31290 W/01-31221

08-30098

08-30577

05-41729

93-31345

COURT ORDER

ORDER NO. 201t DATE: May 31, 2011

STATE OF TEXAS

COUNTY OF DALLAS

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas, held on

the __ 3"'1;:.,st.:.-____ day of ____ M_a"'y ______________ , 2011, on motion made

by Jolm Wiley Price, Commissioner of District No.3

by Dr. Elba Garcia, Commissioner of District No.4

, and seconded

, the following order was adopted:

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

the matter set forth below was presented to Commissioners Court in briefing on May 24, 2011; and

the State of Texas has received money from the North Texas Tollway Authority for the right to develop, design, construct, operate, and maintain the SH 121 toll project from Business SH 121 in Denton County to US 75 in Collin County; and

the State authorized the use of surplus revenue for projects within the district of the Texas Department of Transportation in which any part of the toll project is located; and

the State has created a separate subaccount in the state highway fund to hold such money (SH 121 Subaccount) and the State shall hold such money in trust for the benefit of the region in which a project is located, and may assign the responsibility for allocating money in the subaccount to a metropolitan planning organization (MPO); and

under a memorandum of understanding (MOU) between the Texas Transportation Commission (Commission) and the Regional Transportation Council (RTC), the RTC shall select projects to be financed using surplus revenue, subject to Commission concurrence; and

Dallas County (LOCAL GOVERNMENT) requested money from the SH 121 Subaccount for Miller Road MCIP Project 27501 from Garland East City Limits to Rowlett West City Limits and the RTC selected the project to be funded from the SH 121 Subaccount with Commission concurrence; and

an ADVANCE FUNDING AGREEMENT FOR PROJECT USING FUNDS HELD IN THE STATE HIGHWAY 121 SUBACCOUNT between the Texas Department of Transportation (TxDOT) and Dallas County has been executed pursuant to Court Order No. 2009-2219 dated December 1, 2009 to provide funds for the project; and

Amendment No.1 will modify the payment provision schedule to make the State payment of $8,329,692.00 for construction due in 2011 rather than 2012; and

the project is being funded by the State ofTexas (through TxDOT) in the amount of $9,949,496.00 and by the local government (through Dallas County) in the amount of $2,487,375.00, with the local government match to be funded by Dallas County ($1,243,689.00), the Crty of Garland ($621,843.00), and the City of Rowlett ($621 ,843.00); and

this collaboration between TxDOT, Dallas County, and City of Garland, City of Rowlett, and City of Dallas will improve County transportation and other infrastructure which is consistent with Vision 1: Dallas County is a model interagency partner and Vision 4: Dallas County proactively addresses critical regional issues; and

the Director of Public Works recommends that the attached ADVANCE FUNDING AGREEMENT FOR PROJECT USING FUNDS HELD IN THE STATE HIGHWAY 121 SUBACCOUNT Amendment No. 1with TxDOT be executed for Miller Road MCIP Project 27501.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED by the Dallas County Commissioners Court that the County Judge is hereby authorized and directed to execute the attached ADVANCE FUNDING AGREEMENT FOR PROJECT USING FUNDS HELD IN THE STATE HIGHWAY 121 SUBACCOUNT Amendment No. 1with TxDOTforthe Miller Road MCIP Project 27501 , to be funded by the State of Texas (through TxDOT) in the amount of $9,949,496.00 and by the local government (through Dallas County) in the amount of $2,487,375.00, with the local government match to be funded by Dallas County ($1,243,689.00), the City of Garland ($621,843.00), and the City of Rowlett ($621,843.00), and Stale payment of $8,329,692.00 for construction in 2011 ratherthan 2012.

DONE IN OPEN COUR'J:II this the __ ;:':;31=s..:..t_~---:P£ , ~ ~ 2011

~""-,,,-~ickey, District #1 Mike Cantrell, District #2

(

~I{/ Recommended /~ • _. For Approval: ,/ At LBlair, P.E., r (~.' tor of Public Works

CSJ: 0918-47-004, Miller Road from Garland East City Limits to Rowlett West City Limits District #18 - Dallas; Code Chart 64# 50057 Funding Category: RTR (SH 121 Subaccount Funds)

STATE OF TEXAS §

COUNTY OF TRAVIS §

ADVANCE FUNDING AGREEMENT AMENDMENT #1

THIS AMENDMENT IS MADE BY AND BETWEEN the State of Texas, acting through the Texas Department of Transportation, hereinafter called the State, and Dallas County, acting by and through its duly authorized officials, hereinafter called the Local Government.

WITNESSETH

WHEREAS, the State and the Local Government executed a contract on January 22, 2010 to effectuate their agreement to provide city street developments on Miller Road from Garland East City Limits to Rowlett West City Limits; and,

WHEREAS, it has become necessary to amend that contract;

NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties hereto, the State and the Local Government do agree as follows:

AGREEMENT

Article 1. Description of Amended Items

"Minute Order number, 111854, dated June 25, 2009", is deleted and replaced with "Minute Order number, 111854, dated June 25, 2009 as amended in Minute Order 112603 dated February 24, 2011.".

Attachment A, Payment Provision and Work Responsibilities for CSJ 0918·47·004 of the original contract is deleted in its entirety and replaced with Attachment A-1, which is hereto attached.

All other provisions of the original contract are unchanged and remain in full force and effect.

Article 2. Signatory Warranty

The signatories to this amendment warrant that each has the authority to enter into this agreement on behalf of the organization they represent.

IN WITNESS WHEREOF, THE STATE D THE LOCAL GOVERNMENT have executed duplicate counterparts to effectuate this agreem~nt. I

THE LOC a~s County THE STATE OF TEXAS

} By:.~~~~~~~~ ________ _ Executed for the Executive Director and approved for the Texas Transportation Commission for the purpose and effect of activating andlor carrying out the orders, established policies or work programs heretofore approved and authorized by the Texas Transportation Commission.

Dallas

ins tedlTyped Name

County Judge PrintedlTyped Title

May 31, 2011 Date

AFA-AFA_Amend

By: ______________________ _

Signature Janice Mullenix Director of Contract Services

Date

Page 1 of 1 Revised 03/01/11

CSJ: ()918-47-004, Miller Road from Garland East City Limits to Rowlett West City Limits District #18 - Dallas; Code Chart 64# 50057 Funding Category: RTR (SH 121 Subaccount Funds)

ATTACHMENT A-1

Payment Provision and Work Responsibilities

For CSJ# 0918-47-004, the State will pay $9,949,496.00 from the SH 121 Subaccount for Miller Road from Garland East City Limits to Rowlett West City,

In accordance with the allocation of funds approved by the RTC, and concurred with by the Texas Transportation Commission, the State will make the payments for the following work 30 days after an executed agreement, but not prior to the Fiscal Years shown:

Fiscal Expenditure Year

Preliminary I Right of Way Utilities Construction Engineering Acquisition

2009 , $0,00 $0,00 $0,00 $0,00

2010 $1,573,010.00 $0,00 $0.00 0,00

2011 $0,00 $46,794,00 $0_00 $8,329,692,00

2012 $0,00 $0.00 $0.00 $0.00 ,

2013 $0.00 $0.00 $0.00 i $0.00 I

The Local Government shall pay a required local match of $2,487,375.00.

Upon completion of the Project, the Local Government will issue a signed "Notification of Completion" document to the State. The notice shall certify that the Project has been completed, all necessary inspections have been conducted, and the Project is open to traffic.

AFA-AFA_Amend Page 1 Attachment A-1