DEPOSITORY CONTRACT I. GENERAL OBLIGATIONS

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1 DEPOSITORY CONTRACT WHEE^AS, BBVA Compass Bank, (the "BANK"), has submitted its application to City of Weatherford (the "CITY") to serve as DEPOSITORY and CITY wishes and desires BANK to serve as its DEPOSITORY. NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That, for and in consideration of the mutual covenants herein, the Parties agree as follows: I. GENERAL OBLIGATIONS 1.01 BANK shall act as CITY DEPOSITORY for a three-year period beginning July 15, 2014 until June 30, 201^with the option for one additional two-year period, or until such time as either party agrees to terminate or re-negotiate this contract upon sixty (60) days prior written notice BANK agrees to act as CITY DEPOSITORY and to keep and disburse all funds coming into its hands as such DEPOSITORY and to faithfully perform its duties thereunder and as required by law for such DEPOSITORY CITY hereby obligates itself during the period of this Contract, as its depository after the expiration of the term thereof, or any extensions hereof, to deposit with BANK all funds and monies of the CITY, held by CITY to the extent such fiinds are guaranteed by the Federal Deposit Insurance Corporation or are secured by Bank in accordance with Paragraph (2.01) hereof CITY reserves the right to deposit its funds in such amounts as it sees fit in either demand accounts, time accounts or passbook accounts. CITY further reserves the right to invest the proceeds of any CITY monies from tax levy or federal funds during the term hereof in any banking facility of BANK or account offered by BANK as determined in the sole discretion of CITY, II. SECURITY FOR DEPOSITS 2.01 All deposits made by CITY in BANK except to the extent said deposits are guaranteed by (a) the Federal Deposit Insurance Corporation, or (b) a standby letter of credit issued by a Federal Home Loan Bank, in accordance with the Public Funds Collateral Act, said deposits shall be secured and guaranteed by a pledge of eligible securities to CITY as authorized for such purpose by provisions of TEXAS GOVERNMENT CODE CHAPTER et seq. (the "Public Funds Collateral Act), and in the manner required therein, having a market value equal to one hundred two percent (102%) of the amount on deposit as determined under the Public Funds Collateral Act The Standby Letter of Credit shall be pledged against ledger balance deposits less FDIC insurance coverage, and shall be deposited with a custodian who shall hold the Letter of Credit in trust to secure the deposit of the CITY. BBVA Compass is a trade name of Compass Bank, a member of the BBVA Group, Compass Bank, Member FDIC.

2 Authorized collateral includes only obligations of the United States or its agencies and instrumentalities, unless otherwise approved by CITY CITY and BANK agree at all times to comply with the provisions of the Public Funds Collateral Act and Texas Government Code Chapter 2256 (the "Texas Public Funds Investment Act") III. ACCOUNTS Transaction Accounts. BANK will maintain custody of CITY designated fimds in Transaction (Checking) Accounts on behalf of CITY. The number of accounts required may change throughout the term of the contract. IV. RATES i& PRICING BANK has offered services at a significant discount from BANK standard rates. BANK fee schedule is attached in Exhibit 1. In effort to offset the fees for the enhanced set of services, BANK is offering the CITY an attractive earnings credit rate for non-interest bearing deposit balances: Non-interest bearing deposit balances will earn credits toward the offset of service fees at BANK'S standard earnings credit rate (ECR) plus 22 basis points. IV. BANKING SERVICES A. PC online balance reporting system which will provide information reporting services including but not limited to: 1. Previous Day Balance Report, 2. Current Day Balance Report, 3. Debit and Credit Detail, _ ^ _ 4. Stop Payment Status Report, 5. ACH Activity Report, and 6. Positive Pay Activity Report. B. Processing of all deposited items on checks and cash to include encoding services and return of stamped duplicate deposit slip to the City within three business days of the deposit. C. General Automatic Clearing House (ACH) services which may include: 1. Payroll direct deposit file (ACH Credit)fransmitted to the bank every other Wednesday for Friday payment, 2. Utility billing automatic drafts (ACH Debit) transmitted to the bank on various days with withdrawal from accounts, and 3. Various ACH credits and debits from various approved agencies and companies such as State and Federal agencies, investment pools, and credit card processing centers. D. General Wire Transfer services which may include: BBVA Compass is a trade name of Compass Bank, a member of the BBVA Group. Compass Bank, Member FDIC.

3 1. Repetitive and nonrepetitive outgoing wire transfers via Internet or facsimile to allow initiation of wire transfers, or 2. Repetitive and nonrepetitive incoming wire transfers, with 3. Notification to the City of wiring problems within one (1) hour of the transaction. E. Insufficient FundsflSfSFVReturned Items should be submitted at least twice before being returned to the City. Returned items that do not clear on the second attempt shall be returned to the City within three (3) business days with a complete description of nonpayment. The City shall receive same day telephone notification of all return items in excess of $1,000. F. Account Reconciliation services 1. Bank Statement on the account shall be addressed as follows: City of Weatherford, Texas, Attn: Accounting, 303 Palo Pmto Street, Weatherford, Texas and shall be rendered within seven (7) working days after the close of the calendar month. Statement shall include all debits and credits made thru the last day of the calendar month. 2. Checks shall be arranged in ascending numerical order upon their return to the City. If actual checks are returned they shall accompany the statement. If images of checks are returned to the City the image must show front and back, the Depository shall safe keep the actual checks for a period of time and the depository shall provide to the City the proprietary software for retrieval and viewing of the check image if the City does not currently have the capability. G. Positive Pay shall provide positive pay reconcilement services, where the bank electronically compares each check presented for payment against the database provided by the City. Each responding Depository must state their policies for notification of exceptions. H. Resource Personnel shall be identified and updated by the Depository of who is available to the City to answer questions and assist with correcting problems or concerns with the account. Please provide biographies of such personnel, contact information, and their backups. The Depository shall be responsible for communicating the terms of this contract to their employees. I. Account Analysis Statements shall be prepared each month by the Depository and shall clearly show volume counts, fees charged (as set forth on the Bid Form), and total prices for services on the account. The account analysis shall also show average ledger balances, interest rates, and earning credit rate and amounts. Fees charged to the City are not subject to change for the length of this contract. If the City renews the contract under the two-year renewal option, prices may only be raised by an amount using the Local Dallas Metroplex CPl index or another reasonable index previously agreed upon in the Bid. Account analysis statements should include any safekeeping fees charged to the City and should not be deducted from each security settlement. BBVA Compass is a trade name of Compass Bank, a member of ttie BBVA Group. Compass Bank, Member FDIC.

4 5.01 Short Term Loans V. LOANS Loan amount, duration, rate and other terms will be negotiated at the time of loan request. Standard credit verification procedures apply Longer Term Loans Loan amount, duration, rate and other terms will be negotiated at the time of loan request. Standard credit verification procedures apply. VI. GENERAL 6.01 This contract sets out the terms and conditions and represents the entire agreement by and between the parties except as otherwise provided in this contract. In no event shall this contract or any part thereof be changed without written agreement of the two parties. The CITY's Request for Applications and BANK'S responses will be incorporated into the depository contract by the reference hereto as if written verbatim and in case of conflict, the provisions of the CITY's Request for Applications and BANK'S responses shall control. Other services or items not mentioned in this contract will be negotiated as needed By the execution hereof, BANK acknowledges receipt of the Order of the CITY authorizing the execution of this Contract by CITY The depository contract shall be subject to the statutes of the State of Texas, and of the United States of America, the rules, and regulations promulgated by the Comptroller of the Currency of the United States of America, the Board of Governors of the Federal Reserve System, and the Board of Directors of the Federal Insurance Corporation as now in existence or as may be amended Any and all notices or other communications requked or permitted to be given pursuant to this contract shall be in writing and shall be considered as properly given if sent by facsimile transmission or mailed through U.S Postal Service Certified Mail Return Receipt Requested and addressed accordingly The depository contract shall be binding on the BANK's heirs, assignees, transferors, and successors upon the BANK'S merger or acquisition. Date Date Authorized Signature Authorized Name: (Bank) Authorized Signature Authorized Name: (CITY) Title Title: BBVA Compass is a trade name of Compass Bank, a member of the BBVA Group. Compass Bank, IVIember FDIC.

5 City of Weatherford Fee Schedule Based on April 2014 Transaction Volumes # Of Units Unit Price Charge For Service GENERAL ACCOUNT SERVICES Deposit Insurance Fee AVG Balance* Account Maintenance Checks Paid - Debits Deposit Credits ACH Debit - Incoming ACH Credit - Incoming DEPOSITORY SERVICES 7,827, Items Deposited - On Us Branch Items Deposited- On Us Peak Branch Items Deposited - Transit Branch Items Deposited - Transit Branch Peak Image Statement Fee Return Deposited Items COMPASS REMOTE DEPOSIT ONLINE , Compass Remote Deposit Online Maint BRANCH SERVICES Branch /Night Drop Cash Processing Branch Cash Deposit per $100 WIRE AND OTHER FUNDS TRANSFER SERVICES 2, Incoming Wire Transfers Incoming Domestic Wire w/phone Notification Outgoing Wire Tansfer Services - Online Outgoing Customer Repetitive INFORMATION REPORTING SERVICES Online Monthly Maintenance Book Transfers First Account Additional Accounts Wire Transfer Module Wire Transfer Add'l Acct via Book Tranfer Module' Electronic Statement Module Images Services (per Account) ACH Retums/NOC Report Bank Statement Stmt Item Images Only, Monthly Maintenance Returned Deposited Imaging, Maint Image Positive Pay w/o Recon Maintenance Exceptions/Suspect per Item Exception Generated Issue Exception Image Retrieved Items 1-9,999 CD ROM SERVICES Statement Items ACH SERVICES with Check Truncation Additional Account Maintenance Per Item Imaged

6 City of Weatherford Fee Schedule Based on April 2014 Transaction Volumes # Of Units Unit Price Charge For Service ACH Origination Services - Compass e-access ACH Input Fee Other Monthly ACH Maintenance Per Item - Debit Items 1-14, Per Item - Credit Items 1-14,999 1, ACH Prenotes Per Debit Returned Per Item Reversed Collateral Fee (max. balances) 18,000,000 Collateral Account Maintenance - No Charge - FDIC Insurance-per $1,000 Ledger* SECURITY CLEARNCE/SAFEKEEPING Security Clearance Charges/Trade Security Clearance/Trade/DTC Safekeeping Charges/Month - No Charge - Safekeeping Charges/Security/Month/Fed Safekeeping Charges/Security/Month/DTC imoathly Total Estimated Fees (ex. One time charges) 2, Other Collected Balances/Earnings Credit Night Depository Bags (one time charge) - N/A - Large Safe Deposit Box (annual charge) Small Safe Deposit Box (annual charge) Endorsement Stamps (one time charge) Checks & Deposit Slips - Fees vary. - ACH Software Charge - N/A - Formula Current Rate Average Collected Balance Less Reserve Requirement Investable Balance Estimated Earnings Credit per Month Bank Managed Rate 0.450% " 7,717, All 6.943,290 2, Net Service Charge after Earnings Allowance Checking/Sweep Account Interest Rate Formula Current Rate Average Collected Balance Estimated Monthly Earnings Less Sweep Fee Due to the current rate environment, Sweep is not recommended. 0.00% Not Recommended at this time. Net Estmiated Monthly Earnings *Deposit Supervisory fee (FDIC fee) is 12bps, and is calculated as Average ledger balance times times the number of days in the month divided by 360.