Loading...
R-02-04RESOLUTION NO. R- 0 2 - 0 4 AUTHORIZING THE MAYOR TO SIGN AN AGREEMENT TO PROVIDE BANKING SERVICES WITH FIRSTAR BANK WHEREAS, the Village of Deerfield issued a request for proposals to provide banking services on February 5, 2002; and WHEREAS, three proposals were received from banks doing business within the Village on February 15; and WHEREAS, Village staff has analyzed the proposals and recommended that the banking services described in the request for proposal be provided by Firstar Bank; and WHEREAS, the President and Board of Trustees of the Village of Deerfield have determined that it is in the best interests of the Village of Deerfield that the proposal by Firstar Bank to provide banking services be accepted. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, in the exercise of its home rule powers, that the proposal of Firstar Bank to provide banking services for the Village of Deerfield dated February 15, 2002, is hereby accepted. BE IT FURTHER RESOLVED, that the Mayor is hereby authorized and directed to sign an agreement, attached, to provide banking services with Firstar Bank. ADOPTED this 4th day of March , 2002. Dn�on+hnl Qoirlcn cwnncnn Wvl in !r, l Treasury Management Services Proposal Prepared For VILLAGE OF DEERFIELD Presented To MR ROBERT FIALKOWSKI FINANCE DIRECTOR Presented By JAMES E. BELMONT, JR. ASIF U KAHN PETER J. SPECA February 15, 2002 For competitive reasons, we respec�lly request that none of the material or data contained in this proposal be duplicated, used, or disclosed in whole or in part for any purpose other than to evaluate this bid. FIRSTAR PROPOSAL FOR VILLAGE OF DEERFIELD TABLE OF CONTENTS PROPOSAL FOR BANKING SERVICES EXHIBIT A - PRICING EXHIBIT A -1- ADDITIONAL INFORMATION REQUESTED EXHIBIT A -2 - CALCULATIONS EXHIBIT A -3 - REFERENCES AND QUALIFICATIONS EXHIBIT B - EXCEPTION FORM EXHIBIT C - COMMUNITY REINVESTMENT ACT EXHIBIT F - AGREEMENT CERTIFICATION OTHER APPLICABLE PRICING PRODUCT SHEETS AVAILABILITY SCHEDULE WIRE TRANSFER AGREEMENT CRA SUPPORTING INFORMATION FIRSTAR ANNUAL REPORTS (ONE COPY) *FIRSTAR Bank Without Boundaries February 15, 2002 Mr. Robert Fialkowski Finance Director Village of Deerfield 850 Waukegan Road Deerfield 11L 60015 Dear Mr. Fialkowski: Firstar Bank is pleased to submit a response to this request for proposal for depository and other banking services to the Village of Deerfield. We sincerely appreciate being included among the banks receiving your request and believe we have the ability to provide the quality of service your office expects and deserves. Who are we? On February 27, 2001 — Firstar Corporation and U.S. Bancorp announced the completion of their merger, creating the nation's 8�h largest financial services holding company with assets in'excess of $160 billion. Jerry A. Grundhofer, who served as president and chief executive officer of Firstar Corporation, serves as president and chief executive officer of the new U.S. Bancorp. John F. Grundhofer, former chairman, president, and chief executive office of U.S. Bancorp will serve as chairman until his retirement at the end of 2002. The new U.S. Bancorp is headquartered in Minneapolis and trades on the New York Stock Exchange under the symbol "USB ". Overall, the new U.S. Bancorp has approximately 10 million customers and 2,239 banking branches in 24 states. The new U.S. Bancorp: Has a market capitalization of nearly $45 billion, ranking fifth. Has the third largest branch network in the U.S. Operates the fourth largest ATM network with 5,200 branded ATM's. Ranks first in commercial card transactions and volume. Ranks fourth in SBA lending. Top three providers of Corporate Trust Services with $675B in corporate assets. Ranks sixth in debt card purchase volume. Is the fourth largest provider of home equity loans Has $50B in mutual fund assets and $116B in other assets under management. Our mission: The new U.S. Bancorp will continue the tradition of relentless pursuit of building the best banking company in America. This banking organization, as its predecessor, will deliver first -class financial products and guaranteed customer service through our Five Star Service Guarantee. This program promises that core service standards will be met every time and if not, we'll credit the Village's account with a service guarantee award of up to $25.00. A winning combination: Demonstrated through our people and our current customers, the success of the Village of Deerfield's relationship with U.S. Bank resides with the following named account executives. Mr. James E. Belmont, Jr Vice President 700 Deerfield Road Deerfield IL 60015 Phone: 847 - 948 -6380 Fax : 847 - 945 -7150 Client references: Mr. Brad Loscher City of Springfield Municipal Center West 300 South Seventh Street Springfield, IL 62701 -1687 Phone: 217- 789 -2224 Fax: 217- 789 -2297 Mr. Asif U. Khan Branch Manager 700 Deerfield Road Deerfield IL 60015 Phone: 847 - 948 -6003 Fax :847- 945 -1216 Mr. Brian Barnes City of Bloomington 109 East Olive Street Bloomington, IL 61701 Phone: 309 - 434 -2233 Fax: 309 - 434 -2802 Mr. Peter J. Speca Vice President 9575 W. Higgins Rd. Rosemont IL 60018 Phone: 847 - 318 -6353 Fax :847- 696 -9437 Mr. Ron Hill Town of Normal 100 East Phoenix Ave Normal, IL 61761 Phone: 309 - 454 -9510 Fax: 309 - 454 -9609 As our proposal will reveal, it is the Bank's desire to assist the Village of Deerfield in meeting their treasury management objectives by recommending the appropriate technology and offering value -added services. We welcome a forum to discuss this proposal further with your office. Thank you again for your consideration and the opportunity to be your banking services provider. We appreciate the occasions on which we have served your office in the past and look forward to your decision. Respectfully submitted, Mr. James E. Belmont, Jr. Vice President Firstar Bank *FIRSTAR Bank Without Boundaries February 15, 2002 Mr. Robert Fialkowski Finance Director Village of Deerfield 850 Waukegan Road Deerfield IL 60015 Dear Mr. Fialkowski: Firstar Bank is pleased to submit a response to this request for proposal for depository and other banking services to the Village of Deerfield. We have followed the preferred format as directed by the Village and noted our exceptions in Exhibit B as requested. However, I wanted to call to your attention a slightly different structure unique to Firstar that would more effectively utilize your idle cash balances and minimize your service charges. As you may know, Firstar is the primary bank for the State of Illinois Treasurer's Office and the Illinois Public Treasurer's Investment Pool. Therefore, all of the Treasury Management tools that you can use on a Firstar account can also be used for an Illinois Funds account. We propose that your disbursement accounts (the General Disbursement Account and the Payroll Account) be opened as Illinois Funds Accounts. When checks are written on these disbursement accounts the funds can be transferred from your Firstar account with a simply PC application or over the phone using an interactive response unit. Therefore, you would be able to receive actual Illinois Funds interest rates on the idle balances in the disbursement accounts while maintaining the depository relationship at Firstar were we could continue to process your over the counter transactions and lockbox services. Lastly, the compensating balance account could be eliminated because those balances could also be held at the Illinois Funds and Firstar could direct debit your account for service charges on a monthly or quarterly basis. Using this technique, our total proposed annual service charges would decrease to approximately $10,000.00 and the balances invested in the Illinois Funds to offset service charges would be $474,729.10 (based on the December interest rate of 2.066 %). This is an advantage and structure only Firstar can offer and we hope you are able to seriously consider this alternative proposal. Please call me directly with any questions or comments. spectfully sub 'tted, JIVAfE. Belmont, Jr. Vice President Firstar Bank PROPOSAL FOR BANKING SERVICES VILLAGE OF DEERFIELD 02/15/02 Proposal Submitted By: Bank: Firstar Bank, N.A. Address: 700 Deerfield Road, Deerfield 11L 60015 Telephone: (847) 948 -6003 Facsimile Number: (847) 945 -1216 This proposal contains all the information requested in the Request for Proposal, including the following exhibits: Exhibit A Consolidated Proposal Form Exhibit A -1 Additional Information Requested Exhibit A -2 Calculation Supporting "Balance Required to Support $1.00 of Services" Exhibit A -3 Additional Bank Information Exhibit B Exceptions to the Proposal Sample Lockbox Agreement Certification Banks Audited Financial Statements for the previous two years (submit only one set) James E. Belmont, Jr. Asif U. Kahn Typed Name Vice President Branch Manager Title Febni = 1512002 Date 1 VILLAGE OF DEERFIELD BANKING SERVICES PROPOSAL FORM EXHIBIT A Bank: Firstar Bank, N.A. Total Proposed $ Average Monthly Amount (Total =12) $ Balance Required to Support $1.00 of Services (Exhibit A -2) $ Required Monthly Compensating Balance $ 2 02/15/021 Annual Service Charges $240.00 $282.00 $25.00 $575.00 $72.00 $480.00 120.00 N/A $144.00 $192.00 $96.00 $144.00 $156.00 $180.00 $.24 $54.00 360.00 $660.00 $6,720.00 See attached $10,500.24 $875.02 $661.47 578,786.25 Estimated Charge Bank Depository Services Annual Volume Per Item Account Maintenance (4 accounts) 48 5.00 Checks Paid 4,700 .06 Items Deposited (non - lockbox) Drawn on Bank 500 .05 Foreign 11,500 .05 Number of Deposit Slips Processed 360 .20 Returned Checks - Charged to Account 120 4.00 Stop Payments 12 10.00 Bulk Coin Counting 52 N/A Wire Transfers: 6.00 Incoming 24 Outgoing 24 8.00 ACH Transactions: 1,200 .08 Incoming Outgoing 1,800 .08 Bank Transfers Between Accounts - Daily 52 3.00 Daily Balance Reporting - PC 260 N/A Returned Checks Sorted 24 .01 FDIC Assessment per $1,000 ($500,000 balance). .027 per $1,000 per quarter Other Services PC Banking Software monthly maintenance 12 30.00 Lockbox Monthly Charge 12 55.00 Lockbox per item processed 21,000 .32 Other costs (itemize on separate attachment, See See if necessary) attached attached Total Proposed $ Average Monthly Amount (Total =12) $ Balance Required to Support $1.00 of Services (Exhibit A -2) $ Required Monthly Compensating Balance $ 2 02/15/021 Annual Service Charges $240.00 $282.00 $25.00 $575.00 $72.00 $480.00 120.00 N/A $144.00 $192.00 $96.00 $144.00 $156.00 $180.00 $.24 $54.00 360.00 $660.00 $6,720.00 See attached $10,500.24 $875.02 $661.47 578,786.25 VILLAGE OF DEERFIELD BANKING SERVICES PROPOSAL FORM EXHIBIT A -1 Additional Information Requested 02/15/02 1. The Village is interested in possible future receipt of scanned images of cleared checks and other bank documents in an optical media format (CD or other). Please provide a brief description of your bank's capabilities and services offered to this end. Provide a detailed description of the bank's PC based banking software products. Please include common features and functionality along with security features that will ensure protection of Village assets. Scanned Images of Cleared Checks Firstar's IMAGE Archive and ImageView ...state -of -the -art sollware for storing and researching paid check images on CD -ROM coupled with the power of internet access to intracycle images Find checks quickly and speed your response time Image Archive and ImageView help you respond quickly to payment inquiries from vendors, employees, and customers. You can search for paid checks by any of the following: ■ check serial number • amount • account number • paid date Instantly access images that are crisp, clear, and easy to maneuver In moments, you can bring a check on screen to look at signatures and endorsements, the bank of first deposit, and MICR encoding. • Turn the check over to view its back • Zoom in on any area • Rotate the entire image • Print both the back and front of the check • Copy and paste images into word processing documents Take advantage of the additional benefits of ImageView intracycle access Utilizing the internet, you can quickly and easily retrieve your paid check images between CD- ROM creation cycles. • Accelerate your paid check inquiries and improve your customer service response time • Eliminate the need to request photocopies • Search, view back and front of check, print, copy and paste into other documents l 1 3 Reduce your storage costs Storage of paid checks on CD -ROM eliminates the need to store physical items. Each CD -ROM holds up to 20,000 business -size check images. We offer: • Easy -to -use software you install right on your PC • The ability to create a cumulative index that makes it easy to search across several statement cycles • Monthly, bi- monthly, weekly or daily CD -ROM deliveries to coincide with your. Checking Account Statement cycle or your Account Reconciliation cycle • Readily available internet access compatible with Microsoft Internet Explorer or Netscape Navigator Save on equipment and sorting fees Image Archive software is Windows -based and uses standard PC hardware; you don't need to buy expensive microfilm or microfiche research equipment. All checks are truncated at the bank, so there is no need for expensive storage space to keep your paid checks. Firstar's POSITIVE PAY ... enhanced fraud protection through an automated review of checks prior to payment Help protect yourself from fraud with an automatic review of presented checks Each day that checks are issued, you transmit a file to Firstar containing all register information for those items. As checks are presented for payment, we compare them to the files you have provided. We pay all checks that match the files and, by 10:30 a.m., produce an exception report listing any unmatched items. Make informed decisions about exception items After reviewing the unmatched or exception items report; you make a payment decision on each item. You then advise us of your pay /no pay decision within the established timeframe. We pay the unmatched items you identify for payment, return any remaining unmatched items, and adjust your account accordingly. If you do not notify us by the deadline, we return all exception items. Minimize the risk of unauthorized or altered checks With automatic daily verification of checks presented for payment, checks that are unauthorized or that have altered payment amounts are immediately brought to your attention. By using Positive Pay, you greatly reduce the risk of fraud. We offer: • Positive Pay in conjunction with: Commercial Checking Accounts, Target Balance Accounts, Controlled Disbursement, and Treasurer's Drafts • The ability to view exception items through our Internet - accessible ONLINE BANKER® direct inquiry and transaction services PC Based Banking Software Products Firstar's ONLINE BANKER® direct inquiry and transaction services ... a revolutionary platform providing Internet or private network access to account inquiry, transaction origination, and report capabilities, all integrated into a single system Manage your cash position by accessing all your accounts via the Internet Firstar is among the first U.S. banks to introduce a reporting product that combines the power of Sun® Microsystems JavaTM programming language with the convenience of Internet or private network access. There is no complex Windows software to install. All you need is a compatible browser on your computer, and if you don't have one, we'll give you one free.* 4 Perform your daily work through a single log -on to an integrated system ONLINE BANKERS services integrate account inquiry, transaction origination, and report capabilities into one system for both domestic and international accounts. Consolidated prior day reporting information is available for all Firstar accounts as well as for accounts from other U.S. and international banks. We continue to expand the system's capabilities to give you a single point of access for all your financial management needs. We currently offer: • Prior and current day information reporting • Multi -bank, multi- currency reporting • Online check inquiries together with stop payment initiations and confirmations • ACH payment origination for ACH Corporate and ACH Personal Payments. This is ideal for low volume automatic payment transactions (less than 50 per session) and can be used for payroll, tax, cash concentration and corporate to corporate payments. • Book transfer initiation • Data download in BAI2 and comma separated variable formats • Special reports, including Bank Statements, Analysis Statement, EDI, Deposit Returns, Loan Information, and others • Investment rate information We are adding the ability to initiate: • Domestic Wire transfers • Loan Paydown and Drawdown Subsequent phases will include: • International Wire transfers • Image delivery • Cash forecasting • International letters of credit Customize your services and reports to meet your individual needs ONLINE BANKER® services provide the flexibility for you to choose a comprehensive package or just those specific services that meet your individual needs. And Firstar's system uses interactive Javarm programming language to allow you to customize your reports.. Not only can you drill down to the level of transaction detail you require, you can also move, sort, and select specific information. Take advantage of the latest security technology Firstar's ONLINE BANKER® services system protects your account information with the latest in technology, including 128 bit encryption, SSLv3, individual client IDs and passwords, digital signatures, and optional Security Dynamics® SecurID® tokens. • Minimum hardware/software configuration to access the system via the Internet or Firstar's private network: 100 MHz Intel• Pentium* processor, 50 MB of available hard drive space, 32 MB of RAM, 28.8 baud modem, Microsoft® Windows 950 / Windows 980 / or Windows NT° operating system, and Microsoft° Internet Explorer version 5.0 (or higher) ONLINE BANKER® direct inquiry and transaction services is a registered trademark of Firstar Corporation. Intel and Pentium are registered trademarks of Intel. MlcrosoR, Windows 95, Windows 98, Windows NT, and Internet Explorer are registered trademarks of Microsoft Corporation. Security Dynamics and SecurID are registered trademarks of Security Dynamics Technologies, Inc. Sun is a registered trademark and Java is a trademark of Sun Microsystems, Inc. 2. Provide descriptions of your bank's policy of handling daylight overdrafts. The Wire Transfer Department will be alerted by their system as to when an outgoing wire exceeds the available balance in the DDA and the Daylight Overdraft Limit established for that customer. A wire transfer employee then will identify the Firstar Bank that owns the account and then contact the commercial customer service center or the Relationship Manager that services that relationship. The individual receiving the call must then complete a daylight overdraft wire transfer authorization form as evidence of the justification for the wire's release and for audit purposes. Furthermore, the daylight overdraft limit is aggregated with any and all other credit exposure to determine the level of approval required Once approved, this limit is then established within the wire system as being an acceptable overdraft limit VILLAGE OF DEERFIELD BANKING SERVICES PROPOSAL FORM 02/15/02 EXHIBIT A -2 CALCULATION SUPPORTING "BALANCE REQUIRED TO SUPPORT $1.00 OF SERVICES" 365 - # of days in December Earnings Credit Rate Notes: Banks should use the average Illinois Funds Money Market rate for the month of December, 2001 (2.066 %) plus 15 basis points (2.216 %) unless an exception to this rate is made in Exhibit B in which case the average monthly Illinois Fund rate for December 2001 plus or minus the amount of the stated exception should be used. Please see the Exceptions section, Exhibit B for more information. INFORMATION REGARDING THE EXHIBIT The earnings allowance as described in the Request for Proposal is the ONLY allowance method that will be accepted. Deviations from this method will be treated as exceptions, and should be listed on Exhibit B. 7 VILLAGE OF DEERFIELD BANKING SERVICES PROPOSAL FORM EXHIBIT A -3 1. Attach a list of references pursuant to Section II -O. Current Depository Customers Mr. Brad Loscher Mr. Brian Barnes City of Springfield City of Bloomington Municipal Center West 109 East Olive Street 300 South Seventh Street Bloomington, IL 61701 Springfield, IL 62701 -1687 Phone: 309 - 434 -2233 Phone: 217 - 789 -2224 Fax: 309 - 434 -2802 Fax: 217- 789 -2297 Mr. Ron Hill Town of Normal 100 East Phoenix Ave Normal, IL 61761 Phone: 309 - 454 -9510 Fax: 309 - 454 -9609 02/15/02' Previous Depository Customers: This customer was lost as a depository customer in a bid to Amcore Bank. Not aware of other municipalities that has left in the last year. Mr. Paul Christensen Village of Fox Lake 301 South Route 59 Fox Lake IL 60020 Phone: 847-587-2151 Fax: 847 -587 -2337 2. Indicate the names below and attach the resumes of the designated account executive and alternate. Mr. James E. Belmont, Jr Vice President 700 Deerfield Road Deerfield IL 60015 Phone: 847 - 948 -6380 Fax : 847 - 945 -7150 Mr. Asif U. Khan Branch Manager 700 Deerfield Road Deerfield IL 60015 Phone: 847 - 948 -6003 Fax :847- 945 -1216 Mr. Peter J. Speca Vice President 9575 W. Higgins Rd. Rosemont IL 60018 Phone: 847 - 318 -6353 Fax: 847 - 696 -9437 Mr. James E. Belmont, Jr. 32 Years Banking Experience: 7 years as Private Banking Manager, 10 years as a Retail Banking Manager, 5 years in Commercial Banking, and 5 years in Consumer Banking, 5 years in Bank Operations. Education: BBA, Finance Major, Loyola University, Chicago, Series 6 & 7 Mutual Funds and Securities Sales, Series 63 Annuities, Certified Financial Planner Certificate. 91 Community Involvement: Treasurer, Executive Committee Deerfield, Bannockburn, Riverwoods Chamber, Board Member, Past President Highland Park Sister Cities Foundation, Member, Advisory Committee College of Lake County, 25 years as officer or board member of various local organizations. , Mr. Asif U. Kahn 10 Years Banking Experience: Last two years have been with Firstar as a Branch Manager Education: Bachelor of Science Degree Community Involvement: Entire banking career has been spent in the Deerfield area. 10 years as officer or board member of various local organizations. Mr. Peter J. Speca 7 Years Banking Experience: 4 Years as a Portfolio Manager, 3 years as a Relationship Manager in Government Banking Division. Current relationship manager for many large municipal customers in Northern Illinois and Southeast Wisconsin. Education: BS, Marquette University, MBA, Marquette University, JD, Creighton University. Community Involvement: 7 years officer or board member of various local organizations including Saint Joseph High School, Saint Mary's Grade School, and Treasurer's Management Association. Also member of the Wisconsin Bar Association. E VILLAGE OF DEERFIELD BANKING SERVICES PROPOSAL EXCEPTION FORM 02/15/02 EXHIBIT B The bank wishes to take exceptions to the following items: Section Item Estimated Costs II.D Account Structure: Interest rate will not be based on the Illinois Funds Money Market Rate. Rather, a rate of Fed Funds less 75 basis points will be paid. Currently this rate equals 1.00% (1.75% Fed Funds less 75 basis points). Expression in terms of the Illinois Public Treasurer's Investment Pool = December rate less 106 basis points. II.E Earnings Allowance will not based on the Illinois Funds Money Market rate. Rather, the rate that the Village of Deerfield will be paid is based upon 90% of the average non- interest bearing collected balance. The earnings credit rate is based upon the 13 week average T -bill auction high rate, (2.31% in December) less a deduction of 53 basis points. based on balances of $500,000. Therefore, the ECR for December would have been 1.78 %. This rate changes monthly and assumes collected balanced in excess of $400,000. Expression in terms of Illinois Public Treasurer's Investment Pool = December rate less 28.6 basis points. Settlement on the account will have to take place at least once per year. II. I The wire transfer agreement is not subject to negotiation. II.M Lockbox Processing Exception: The bank will process the lockbox payments in a Wholesale Lockbox environment which will not make use of the OCR line on the bills. Therefore, any transmission or detail report will not capture this information. 10 VILLAGE OF DEERFIELD BANKING SERVICES PROPOSAL FORM 02/15/02 EXHIBIT C COMMUNITY REINVESTMENT ACT INFORMATION 1. Please provide your Corporate Headquarters (Parent) in Illinois CRA report of last examination including rating and the period of time the rating occurs. Please refer to the attached Community Reinvestment Act Performance Evaluation for Firstar Bank ( survivng charter of Star Bank) dated July 6, 1998. 2. Please define the service area this rating applies to. Please refer to the attached Community Reinvestment Act Performance Evaluation for Firstar Bank ( survivng charter of Star Bank) dated July 6, 1998. This is applicable to the entire Firstar Bank (surviving charter of Star Bank) footprint as of 1998. 3. Please provide the CRA report of last examination for the branch(s) showing Deerfield as part of its geographic area. Please refer to the attached Community Reinvestment Act Performance Evaluation for Firstar Bank (survivng charter of Star Bank) dated July 6, 1998. Additionally, U.S. Bank's Illinois operations were independently evaluated in 1998 and received a Satisfactory rating. Report is attached 11 02/15/02 AGREEMENT EXHIBIT F This Agreement, made and entered into this 15TH day of February, 2002, by and between Firstar Bank, N.A., having its place of business at 600 Deerfield Road, Deerfield IL 60015 , and the Village of Deerfield, (hereinafter referred to as "the Village ") an Illinois municipal corporation: WITNESSETH Firstar Bank, N.A., having submitted a Proposal for providing certain banking services for the Village pursuant to the specifications set forth within the proposal for banking services required by the Village, and having been awarded a contract to provide this service, hereby accepts and agrees to comply with the specifications set forth within the Banking Services Proposal dated 02/15/02. The parties therefore agree that the attached Cost Proposal(s) constitute the "Agreement" between the parties. IN WITNESS WHEREOF, Firstar Bank, N.A. has caused this Agreement to be executed in its name by a corporate officer and the Village has caused same to be executed in its name by its Village President, and its corporate seal to be h to affixed and attested, all being thereunto duly authorized. ATTEST: ATTEST: 13 By: Vice President Date: of Deerfield, Illinois Date: a- .5 -0ml- CERTIFICATION The undersigned, being an authorized representative of the Contractor, hereby certifies that the Contractor is not barred form submitting a proposal for this contract as a result of a violation of either Section 5/33E -3 or Section 5/33E -4 of Chapter 38 of the Illinois Compiled Statutes concerning bid rigging, rotating, kickbacks, bribery, and interference with public contracts. The undersigned hereby also certifies that the Contractor has adopted an anti - sexual harassment policy in accordance with the Illinois Human Rights Act, as amended. The undersigned hereby also certifies that the Contractor shall comply with all local, state, and federal safety standards. The undersigned hereby also certifies that the Contractor is not delinquent in the payment of any tax administered by the State of Illinois Department of Revenue, unless the amount and/or liability is being properly contested in accordance with the procedures established by the appropriate revenue act. The undersigned hereby also certifies that this proposal is genuine and not collusive or sham; that said Contractor has not colluded, conspired, connived, or agreed, directly or indirectly, with any other Contractor or person, to put in a sham proposal or to refrain from submitting a proposal; and has not in any manner, directly or indirectly, sought by agreement or collusion, or communication or conference with any person, to fix the proposed price elements of said proposal, or that of any other Contractor, or to secure any advantage against any other contractor or any person interested in the proposed contract. Dated at Firstar Bank, N.A. this 15'' day of February 15, 2. / By: 7 (signature) Its: Vice President (title) James E. Belmont, Jr., being duly sworn, deposes and says that he /she is the Vice President of Firstar Bank, N.A. and that the statement above is true and correct. Subscribed and sworn before me this 15th day of February, 2002. Notary public: =PUBLIC,STATE SEAL" My commission expires: ///1 �/�0 �-- INBERG OF ILLINOIS t S I J�24�2002 14 Other Applicable Pricing Wire Confirmations- Mailed $1.25 Cash Deposited per bill $.009 Check Sorting Monthly Maintenance $15.00 ACH Transmission Fee -per file $20.00 ACH Addendum $.01 ACH Return $5.00 Return Item Redeposited $4.00 Return Item Special Handling maintenance $25.00 Return Item Phone Notification per call $5.00 Online Banker® per transaction $.04 Online Banker® stop payment $5.00 Foreign Items Deposited $4.00 Foreign Items Returned $20.00 Audit Confirmation $20.00 Overdraft Item Paid $29.00 Lockbox First Class Mail 251 — 1000 $60.00 Lockbox Daily Deposits $1.25 Lockbox One time set up fee $150.00 Uncollected Funds Usage Charge Prime + 4% Bulk Coin Counting assumes average usage. WHOLESALE LOCKBOX Firstar's WHOLESALE LOCKBOX ... a streamlined way to collect your customers' payments quickly and efficiently Speed the collection of your customers' payments Your customers mail their payments to you using one of Firstar's unique ZIP codes for wholesale remittance processing. After picking up the mail, we sort it by lockbox number on high -speed equipment. Then we process payments according to your instructions and deposit funds directly into your checking account. We return processed invoices, check stubs, and check copies to you via first class mail or overnight commercial courier. Eliminate the in -house costs and risks of processing your receipts You no longer have to dedicate personnel to handling your daily collections and preparing you deposits. We provide enhanced audit control by functioning as an independent third party with full responsibility to process and deposit your customers' checks. Take advantage of excellent mail times and aggressive funds availability Firstar's prime locations in Chicago and St. Paul, unique ZIP codes, and frequent mail pick -ups enable us to begin processing your payments as soon as possible to meet critical check clearing deadlines. We have begun processing and depositing funds to your checking account each day before your office opens. Checks deposited through our Wholesale Lockbox service receive a more aggressive availability schedule than items deposited at a teller window. Deposits are timed throughout the day to meet check - clearing deadlines that are important for your specific remittance mix. We offer: • Timely receivables information for credit decisions and accurate forecasts of balances • Daily faxed or mailed reports on deposits • Information on current and previous day lockbox deposits and float via Firstar's Internet - accessible ONLINE BANKERS direct inquiry and transaction services Benefit from Firstar's years of experience and low error rates Firstar has provided remittance processing services since 1955 and currently processes over a million payments for hundreds of clients each month. Our lockbox processing staff has many years of experience meeting the varied processing requirements of our clients. We can manage peak payment volumes and still turn your daily remittances into cash without sacrificing the high quality of our work for you. Our error rates, which we track monthly as part of our overall quality management process, are extremely low. Rest assured that readily accessible service is only a phone call away As part of Firstar's Five Star Service Guarantee, our team of Commercial Service Representatives provides our treasury management clients with toll -free access to assistance during normal business hours. Our well- trained staff offers a single point of access for service inquiries and problem resolution. Firstar's team structure ensures prompt, responsive service to all our clients. Call now for WHOLESALE LOCKBOX services from Firstar, the Bank Without Boundaries. If you'd like a streamlined way to collect your customers' payments from the Bank that guarantees its service, contact your Firstar Relationship Manager or a Treasury Management Representative at 1- 800 - 252 -2622. 1 /00 STRATUS CARD Firstar's STRATUS CARD ... ATM Debit Cards, maximizing direct depositfor all your employees. Provide direct deposit access to all your employees. Firstar's Stratus Card maximizes direct deposit to all employees by providing debit account access to the "un- banked" population. Approximately, 25 million people are "un- banked." Many of these individuals have credit issues. The Stratus Card offers a debit ATM/ POS (point -of -sale) account to everyone regardless of credit history. Reduce Your Payroll Costs. Direct deposit will dramatically reduce payroll expenses while offering significant benefits to your employees. Your company will realize up to 75% savings on payroll expense by eliminating paper checks, postage or delivery charges, check fraud and account reconciliation charges. Companies also use Stratus for termination pay. Stratus accounts are funded with standard ACH transfers. Your company originates one ACH file to Firstar and both standard direct deposit and Stratus Card accounts will be funded. We provide all processing, servicing and support functions for Stratus ACH based accounts. Stratus Accounts are employee owned. Your company will not incur any liability for the service and will not need to manage service activity reports. The Stratus Card is a direct deposit ATM account and a point -of -sale card in one. The Stratus Card is: • Easy ♦ Applications are pre- approved. Account only requires direct deposit. • Affordable ' Companies may choose between 'two fee schedules: Our bundled service - -The Stratus Card or The Stratus PayCard-- transaction based service. Employers may subsidize a portion of the account expense to encourage participation. • Convenient ♦ Surcharge Free at 11,000 Firstar Bank & U.S. Bank locations ♦ Quick and easy access to cash 24 hours a day, 7 days a week ♦ Eliminates need to stand in long lines at the bank or check casher ♦ Offers the ability to pay bills through automatic payment programs ♦ Accepted at thousands of ATMs and Point -of -Sale terminals worldwide ♦ Joint & minor accounts available • Secure ♦ FDIC insured ♦ Access to well - lighted, convenient ATMs and Point -of -Sale terminals Benefit from Firstar's experience Firstar has been offering direct deposit services for over 20 years and currently provides the service to hundreds of clients nationwide. We have the expertise to accommodate applications of any size. Rest assured that readily accessible service is only a phone call away As part of Firstar's Five Star Service Guarantee, our team of Commercial Service Representatives provides our treasury management clients with toll -free access to assistance during normal business hours. Our well - trained staff offers a single point of access for service inquiries and problem resolution. Our well trained, focused, multi - lingual customer care center provides real time answers to your employees questions and issues. We also offer touch tone phone and Internet customer service. Call now for Stratus Card from Firstar, the Bank Without Boundaries If you'd like this cost - effective system for originating electronic payments and collections from the Bank that guarantees its service, contact your Firstar Relationship Manager or a Treasury Management Representative at 1- 800 - 252 -2622. CORPORATE and PURCHASING CARDS Firstar's CORPORATE and PURCHASING CARDS ... tools to reduce the costs and paperwork involved in small purchases and travel expenses Reduce your costs Issue a Visa/Mastercard Purchasing or Corporate Card to the employees you designate so they can make small dollar purchases that would otherwise require the issuance of purchase orders and individual checks for payment. You set the appropriate limits based on each employee's purchasing responsibilities. By using this card, you reduce the internal processing cost associated with small - dollar purchases. Benefit from savings and increased productivity when you reduce the time involved in the purchasing process, such as the accounts payable reconciliation. Industry studies confirm that a large majority of all corporate transactions are for small dollar purchases, so these savings can be substantial. Receive greater spending controls Limits and controls on spending are automatic with the Purchasing Card, so you can eliminate time - intensive and manual approval processes. You can set limits for individual accounts, limits on transaction size, and overall limits department by department. These limits can be effective for a day, a week, or a billing period. You can also restrict card usage to only purchases from vendors with preselected SIC codes. Benefit from improved billing management Periodic billing information can accommodate your specific needs and be assigned to specific cost centers, projects, or general ledger accounts. This eliminates the need to allocate and key each transaction in your accounting system. Electronic billing files can be transmitted or downloaded from a web -based reporting system, which eliminates the need to key enter the data. We offer: • A variety of centralized billing, general ledger interface, and payment options to meet your specific needs • A memo statement provided to each individual account holder • Monthly, bi- monthly, or weekly billing cycles • The ability to determine the timing of the billing date • Cards that can be customized with your name and logo to provide greater visibility for your company • Electronic feeds to electronic expense reporting systems Track purchases more easily with comprehensive reporting The comprehensive reporting available enables you to track purchase volumes with vendors, generate 1099 information, determine minority vendor status, and identify purchasing exceptions. You can use this information to negotiate better discounts and determine any underpaid or overpaid sales taxes. You can also combine individual accounts with up to seven levels of consolidation for management reporting purposes. Get more convenience with corporate liability protection Because VISA cards are accepted at over twelve million merchants, you can rely on them for nearly all purchases including fuel, miscellaneous tools, and supplies. They also are increasingly accepted at a broader range of wholesalers, manufacturers, and other business -to- business vendors. To protect your company from employee misuse of a card, corporate liability insurance is provided at no additional cost. Your company is protected up to $15,000 for each employee. Rest assured that readily accessible service is only a phone call away As part of Firstar's Five Star Service Guarantee, our team of Commercial Service Representatives provides our treasury management clients with toll -free access to assistance during normal business hours. Our well- trained staff offers a single point of access for service inquiries and problem resolution. Firstar's team structure ensures prompt, responsive service to all our clients. Call now for CORPORATE and PURCHASING CARDS from Firstar, the Bank Without Boundaries. If you'd like tools to reduce the costs and paperwork involved in small purchases and travel expenses from the Bank that guarantees its service, contact your Firstar Relationship Manager or a Treasury Management Representative at 1- 800 - 252 -2622. 1 /00 DecisionView image Positive Pay Firstar's DECISIONVIEW Image Positive Pav ... enhanced fraud protection through an automated review of check images prior to payment Help protect yourself from fraud with an automatic review of images of presented checks Each day that checks are issued, you transmit a file to Firstar containing all register information for those items. As checks are presented for payment, we compare them to the files you have provided. We pay all checks that match the files and, by 10:30 a.m., produce an exception report listing any unmatched items. Make informed decisions about exception items by reviewing check images Each day, you access the Internet site for DecisionView and review your daily list of exceptions. After reviewing that list, you have the option to view the image of the item to enhance your decision - making. Next, you make a payment decision on each item and send the response back over the Internet. We pay the unmatched items you identify for payment, return any remaining unmatched items, and adjust your account accordingly. If you do not notify us by the deadline, we return all exception items. Minimize the risk of unauthorized or altered checks With automatic daily verification of checks presented for payment, checks that are unauthorized or that have altered payment amounts are immediately brought to your attention. By using DecisionView, you greatly reduce the risk of fraud. We offer: , • DecisionView image positive pay in conjunction with: Accounts, Controlled Disbursement, and Treasurer's Drafts • The ability to view exception item detail and images via electronically Commercial Checking Accounts, Target Balance the Internet and send decisions back to Firstar Rest assured that readily accessible service is only a phone call away As part of Firstar's Five Star Service Guarantee, our team of Commercial Service Representatives provides our treasury management clients with toll -free access to assistance during normal business hours. Our well- trained staff offers a single point of access for service inquiries and problem resolution. Firstar's team structure ensures prompt, responsive service to all our clients. Call now for POSITIVE PAY from Firstar, the Bank Without Boundaries If you'd like enhanced fraud protection from the Bank that guarantees its service, contact your Firstar Relationship Manager or a Treasury Management Representative at 1- 800 - 252 -2622. 7/01 FIRSTAR BANK ILLINOIS COLLECTED FUNDS SCHEDULE BUSINESS DEPOSITS Effective 4/17/2000 MONDAY THROUGH FRIDAY DEPOSITS Check Drawn On Same Business Day Firstar Bank * * One Business Day Chicago City St. Louis City Peoria Regional Chicago Regional St. Louis Regional US Postal Money Orders US Treasury Checks US Savings Bonds Two Business Days Cincinnati City Cleveland City Columbus City Des Moines City Indianapolis City Kansas City Little Rock City Louisville City Memphis City Milwaukee City Minneapolis City Nashville City Omaha City Federal Reserve District or Bank* 0710, 2710 0810, 2810 0711,2711 0712, 2712 0719, 2719 0812, 2812 0815, 2815 0819, 2819 0865, 2865 0000 -0020 0000-0119 0000 -0800 0000 -0051 0000 -9000 0420, 2420 0410, 2410 0440, 2440 0730, 2730 0740, 2740 1010, 3010 0820, 2810 0830, 2830 0840, 2840 0750, 2750 0910, 2910 0960, 2960 0640, 2640 1040, 3040 Three Business Days All other checks deposited unless otherwise indicated in the Schedule Notes. Page 1 of 2 3541 -IL- OTC - business 03/00 SCHEDULE NOTES City and Regional designations are consistent with those established by the Federal Reserve. * * The Firstar Bank that houses your account ♦ Every day except Saturday, Sunday and federal holidays is considered a business day. ♦ Deposits are considered received if they are made on a business day before the Bank's ledger credit cutoff. Deposits made on other days or after the ledger credit deadline will be considered to be received on the next business day. Deposits made through a night depository will be credited the next business day. ♦ Items drawn on banks located in Federal Reserve Districts closed for holidays will be assigned one additional business day. ♦ Foreign items will be assigned five business days. ♦ Items unable to be machine processed will be assigned one additional business day. ♦ Deposited items returned-will be assigned one business day. ♦ This schedule is subject to change without notice. 14-I IRSTAR � ` Bank Without Boundaries Page 2 of 2 3541 -IL- OTC - business 03/00 ^J- �, R STA R _Bank WifhoutBoundar•us WIRE TRANSFER SERVICES MASTER AGREEMENT THIS TREASURY MANAGEMENT SERVICES MASTER AGREEMENT (this "Agreement ") governs the provision of certain treasury management services to ( "Customer ") by Firstar. As used in this Agreement, " Firstar" means Firstar Bank, N.A. and any other banking subsidiary of Firstar Corporation which provides' such services to Customer. 1. Scope of Services.. Treasury management services provided by Firstar to its customers include the following: Wire Transfer Services PC Wire Transfer Services This Agreement governs the provision of any of the foregoing services together with such other treasury management services as may be provided by Firstar to Customer from time to time (each, a "Service "). Further terms relating to a Service may be contained in "Terms and Conditions" relating to such Service ( "Service Terms and Conditions ") which follow herein. Service Terms .and Conditions will be deemed accepted by Customer upon provision by Firstar of the particular Service to Customer. With respect to any Service being provided by Firstar to Customer at the time this Agreement is entered into, unless otherwise agreed, this Agreement and the relevant Service Terms and Conditions shall prevail over any conflicting provision of any prior agreement relating to that Service. In the event of any conflict between this Agreement and any Service Terms and Conditions, the Service Terms and Conditions shall prevail with respect to the particular Service. Any requests by Customer to initiate, add, change, delete or supplement any of the Services Customer is using or desires to use shall be.communicated in writing to Firstar, unless Firstar in accordance with its normal business practices agrees to accept the same by other means. 2. Representations and Warranties. Customer and Firstar each represents and warrants to the other, as of the date this Agreement is entered into and at the time any Service is used or performed, that: (a) it is validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has all requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement and each Service used or performed by it; (c) this Agreement has been duly authorized and executed by it and constitutes its legal, valid and binding obligation; and (d) any consent or authorization of any governmental authority or third party required to be obtained by it in connection with this Agreement or any Service used or performed by it• has been obtained. Firstar makes no representation or warranty, express or implied, and disclaims all warranties as to the merchantability, fitness for a' particular purpose or suitability of any Services for Customer, or as to the compatibility of Firstar''s software, equipment or communication interfaces with those of Customer. Customer represents and warrants to Firstar, and agrees with Firstar, that the Services are not intended to and shall not be used by Customer for personal, family or household purposes. 3. Liability. Firstar will exercise ordinary care in providing Services and will be responsible for any loss sustained by Customer only to the extent such loss is caused by Firstar's reckless or willful' misconduct. In no event shall clerical errors or mistakes in judgments constitute failure to exercise ordinary care, nor shall Firstar have any liability for any indirect, incidental, consequential (including lost profits), special or punitive damages, whether arising in contract or in tort, and whether or not the possibility of such damages was disclosed to or could have been reasonably foreseen by Firstar. Under no circumstances shall Firstar be responsible for any liability, loss or damage resulting from any delay in performance of or failure to perform in connection with any Service which is caused by interruption of telephone, telefacsimile or communication facilities, delay in transportation, equipment breakdown or mechanical malfunction, electrical, power or computer failure, accidents, fire, flood, explosion, theft, natural disaster or other catastrophe, acts or failure to, act by Customer or any third party, strikes or lockouts, emergency conditions, riots, war, acts of government or other circumstances which are unavoidable or beyond Firstax's control. Firstar shall not be liable for failure to perform any of its obligations in connection with any Service if such performance would result in it being in breach of any law, regulation or requirement of any governmental authority. If Firstar fails to credit any of Customer's accounts utilized in connection with any Service in accordance with the Service Terms and Conditions applicable thereto as of the date such credit was earned, upon discovery or notification of such error, Firstar will properly credit such account, but Firstar shall not incur any liability therefor, including any loss resulting from failure by Customer to invest the amount of funds not properly credited to the account. 4. Indemnification. Customer shall indemnify and bold harmless Firstar and each of its directors, officers, employees, agents, successors and assigns ( "Indemnitees ") from and against all liability, loss and damage of any kind (including attorneys' fees and other costs incurred in connection therewith) incurred.by or asserted against such Indemnitee in any way relating to or arising out of any Service, by reason of any acts or omissions of Customer or any third party or otherwise, except to. the extent such liability,.loss or damage is caused by the gross negligence or willful misconduct of • such Indemnitee (provided that reliance, without further investigation, on any oral, telephonic, electronic, written or other request, notice or instruction believed in good faith to. have been given by Customer will in no event constitute gross negligence or willful misconduct on the part of such Indemnitee). Firstar Wire Transfer Master Agreement: 1 page of 4 5. Payment. Customer shall compensate Firstar for the performance of each Service in accordance with the price schedule established by Firstar, which may be changed by Firstar from time to time. Customer will be provided with notice of any such change in accordance with Firstar's normal business practices. The price schedule for each Service will be deemed accepted by Customer upon provision of such Service to Customer. Customer shall pay any access, transfer, transmission and other charges established by Firstar in providing each Service. Customer shall also pay any sales, use or similar tax applicable to any Service. If Firstar is required to pay any such taxes, Customer shall reimburse Firstar therefor upon demand. Customer shall also pay all attorneys' fees and other costs and expenses Firstar may incur in collecting any fees or other sums Customer may owe to Firstar in connection with any Services. Firstar may collect any of the foregoing amounts and any other amounts due by Customer to Firstar hereunder or in connection with the provision of any Services to Customer by debiting any of Customer's accounts with Firstar, billing Customer, and/or setting off against any amounts Firstar owes Customer, without any obligation to give prior notice thereof to Customer. Firstar shall also have the right to credit or debit any accounts of Customer with Firstar to correct any processing irregularity in connection with any Services. 6. Security Procedures and Communications. Certain procedures, including the use of identification codes, encryption, passwords, logon identifications, personal or location identification numbers, repetitive codes, tokens (including SecurlD® Tokens) and other security devices, systems and software (the "Security Procedures "), designed to verify the origination (but not errors in transmission or content) of instructions, orders and other communications (each, a "Communication ") sent by Firstar and Customer may be used in connection with Services. Customer agrees that any such mutually agreed -upon Security Procedures shall be deemed commercially reasonable. Firstar shall not be obligated to act on a Communication not transmitted in accordance with the Security Procedures and may refuse to act on any Communication where Firstar reasonably doubts its authorization, contents, origination or compliance with the Security Procedures. Firstar shall have no duty to discover, and shall not be liable for, errors or omissions by Customer. If Firstar complies with the Security Procedures in respect of a Communication, Firstar shall be entitled to act on that Communication and shall not be obligated to verify the content of such Communication, establish the identity of the person giving it, or await any confirmation thereof, and Firstar shall not be liable for acting on, and Customer shall be: bound by, any Communication sent in the name of Customer, whether or not authorized. If Customer selects certain Security Procedures to use in connection with a Service and those Security Procedures provide less protection against unauthorized transactions or activity than other Security Procedures offered by Firstar in connection with such Service, the Security Procedures selected by Customer shall be deemed commercially reasonable to the same extent as the Security Procedures offered by Firstar that provide greater protection. Firstar reserves the right to issue new Security Procedures and/or to cancel or change any Security Procedures from time to time. Whenever the Security Procedures include the assigning to Customer of any - confidential password, logon identification, identification code, personal or location identification number, repetitive code, token or similar security device, Customer shall not disclose such security device except to employees or agents authorized to act for Customer in connection with Services. Customer shall implement such safeguards as are reasonably necessary to ensure the confidentiality and integrity of such security devices, and shall immediately notify Firstar if the confidentiality or integrity of any such security device is breached or threatened. Customer shall be solely responsible for the safekeeping of such security devices and assumes all risk of accidental disclosure or inadvertent use of such security devices by any party whatsoever, whether such disclosure or use is on account of Customer's negligence or deliberate acts or otherwise. Firstar shall not be liable for any loss or damage resulting from fraudulent, unauthorized or otherwise improper use of any security devices. 7. Confidentiality. All user guides, manuals, data, software, processes and other information provided to Customer in connection with any Service and all fee and pricing information with respect to the Services (the "Information ") is the proprietary and confidential property of Firstar and/or its relevant licensors or suppliers. Customer agrees to use the Information only in the manner specified by Firstar and in the ordinary course of Customer's business, to retum it to Firstar upon termination of the relevant Service, and to keep the Information confidential and limit access thereto only to its agents and employees who require access in the normal course of their duties, except to the extent the Information is already in the public domain or Customer is required to disclose the information by law. 8. Intermediaries. Firstar may act on any Communication and provide any Service using any payment system or intermediary organization it reasonably selects. Firstar's performance of Services is subject to the rules and regulations of any such system or organization. Firstar may engage third parties to provide Services. Firstar shall have no obligation to disclose arrangements with third parties to Customer or obtain Customer's consent thereto. Customer authorizes the transfer of information relating to Customer to agents of Firstar or Customer for use in connection with Services or as required by law. 9. Equipment and Software. If any Service requires equipment or software to be operated by Customer, the provision "of the Service by Firstar shall be conditional on the proper use and maintenance of such equipment or software by Customer. If Firstar supplies equipment or software, Firstar shall remain the owner of such equipment or software, and Customer shall insure it, use it solely in the manner specified by Firstar and in connection with the relevant Service, not ternove or modify any name or identifying mark on it, and return it to Firstar upon termination of the Service. Firstar Wire Transfer Master Agreement: 2 page of 4 . a .... ,, L' � V ... ..1........'v'Y': \..a..,:?.l`. --.� •.i"'.`ti,:l,:`. i ,.. eW, l•,'.,. Ati:' w „A,:,.:wa ..............�.t'..,. .. ....a. v . . � .. . �,. ,,.r. ..,... ..,- .....,, a.r. w..,.. ,.,.a.. .::J,:t.:, . ah,t.,. 10. Advertising. Neither Customer nor Firstar shall display any name, trademark or service mark of the other without the prior written consent of the other. Customer shall not--advertise or promote any Service without Firstar's prior written consent. 11. Recordings and Records. Either Customer or Firstar may produce telephonic or electronic recordings or computer records, including e-mail and telefacsimile transmissions, as evidence in any proceedings brought in connection with any Service. Customer agrees to Firstar's telephonic or electronic recording for security and quality of Service purposes. 12. Notices. Any notice or other communication may be sent by Firstar to Customer at Customer's postal, e-mail, telefacsimile or other address provided by Customer to Firstar, and Firstar may assume that any notice or communication sent to Customer at any such address has been received. by Customer, until Customer notifies Firstar in writing of another address. 13. Accounts. All Services involving Customer's accounts at Firstar are subject to Firstar's terms and conditions of deposit accounts and availability schedules in effect from time to time, provided that in the event of any conflict between this Agreement and Firstar's terms and conditions of deposit accounts, this Agreement shall prevail. 14. Extensions of Credit. Customer may be required to have specified amounts of collected funds in its accounts at Firstar in connection with particular Services. Firstar is not obligated to extend credit to .Customer unless it has specifically agreed to do so in a separate writing. If Firstar extends credit to Customer by permitting overdrafts or use of uncollected funds in Customer's accounts or otherwise, the amount thereof shall be immediately due and payable, together with interest thereon at a per annum fate determined by Firstar from time to time, but not to exceed the maximum rate permitted by law. If Firstar should perform on behalf of Customer any Services that create an overdraft or use of uncollected funds, such action shall not establish a course of dealing between the parties that shall require Firstar to perform any additional Services on behalf of Customer that would create an overdraft or use of uncollected funds. Firstar may without notice refuse to honor any order for payment, transfer or withdrawal of funds if such order would create an overdraft or use of uncollected funds, notwithstanding that Firstar may have previously allowed overdrafts or use of uncollected funds. 15. Discrepancies. Customer shall promptly notify Firstar in writing of any error in connection with any Service and any discrepancies between any records maintained by Customer and any notice Customer receives from Firstar with respect to any Service, and shall provide Firstar with any information it may reasonably request in connection therewith. Customer agrees that 14 days is a reasonable time for Customer to notify Firstar of errors or discrepancies, unless any other agreements, Service Terms and Conditions, or laws, rules or regulations provide for a shorter period. 16. Compliance. Customer shall comply with all laws, rules and regulations in connection with Services, Customer may choose Services to which the rules of the National Automated Clearing House Association (NACHA) are applicable. Customer agrees to be bound by such rules, and agrees that no entries which violate United States law may be initiated. Customer shall be responsible for and shall fully indemnify Firstar for any and all fines and assessments imposed on Firstar as a result of any infraction or violation of such rules caused by or attributable to Customer. 17. Disclosure. Customer acknowledges that Firstar may have certain legal recordkeeping and reporting requirements with respect to Services and consents to Firstar's disclosure to govemmental authorities of information concerning Customer and Services provided to Customer which Firstar believes to be appropriate or necessary to fulfill such Iegal requirements. 18. Fiduciary Status. Nothing contained herein or in any Service Terms and Conditions shall be deemed to create fiduciary status on the part of Firstar in connection with the provision of any Services. The foregoing notwithstanding, to the extent, if any, that Firstar is deemed to be a fiduciary of Customer in providing any Services, neither this Agreement nor any Service Terms and Conditions is intended to, nor shall, relieve Firstar of any fiduciary responsibility otherwise imposed on it by law. 19. Termination. Any Services may be terminated by either party upon 30 days' prior written notice to the other. Firstar may also terminate or suspend any Services without notice to Customer if any of the following occurs: (a) Customer becomes insolvent or files, or has filed against it, any bankruptcy or other insolvency, reorganization, liquidation or dissolution proceeding of any kind; (b) a material adverse change occurs in Customer's business or financial condition; (c) Firstar has reason to believe that Customer has engaged in fraudulent or illegal activity; (d) Customer fails to maintain balances in accounts sufficient to cover overdrafts; (e) Customer violates the terms of this Agreement, any Service Terms and Conditions or any financing arrangement with Firstar, (f) Customer fails to provide financial information reasonably requested by Firstar; (g) Firstar determines it is impractical or illegal to provide any' Services because of changes in laws, regulations or rules; or (h) Firstar, in good faith, is unable to satisfy itself that any Services have been properly authorized by Customer. Notwithstanding any termination, the terms of this Agreement and the Service Terms and Conditions shall apply to all transactions which have been initiated prior to termination. 20. Headings. Section headings in this Agreement and the Service Terms and Conditions are for convenience of reference only and do not constitute a part hereof or thereof. 21. Binding Effect. This Agreement and the Service Terris and Conditions shall bind and benefit the parties and Firstar Wire Transfer Master Agreement: 3 page of 4 . ,::.�`:. \v. .1.... 1. :".. ..:' �::.:(. K`::.. h'.' i�:` �:•! h:::+.:. �i. �: 11: �t: N.:,.:::: 1...:: U:\.:] •:,vt,:.:ll:tl+:l�.t:`1:411t•.. ...f�a,. .,t..... ,.t, :. .t,.i .t.t ....f. t. .,•,t. ....:�.I:..h. .. :..., ,:�t�u :. ..... ..... .i.. �. t.... �... .. .It: ... t„ �\ Nt their successors and assigns. None of the terms of this Agreement or any Service Terms and Conditions may be waived except as Firstar may consent in writing, and no agreement with or representation made by any employee of Firstar that is in conflict with this Agreement or any Service Terms' and Conditions will be binding on Tirstar unless contained in a written modification of this Agreement or such Services Terms and Conditions signed by an authorized officer of Firstar. Firstar may from time to time amend any of the terms of this. Agreement or any Service Terms and Conditions. Customer will be provided with notice of any such amendment in accordance with Firstar's normal business practices. By continuing to use any Service after notice of such amendment, Customer shall be deemed to have agreed to such amendment and shall be bound by this Agreement or such' Service Terms and Conditions as so amended. No delay on the part of Firstar in exercising any right or power under this Agreement or any Service Terms and Conditions shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power under this Agreement or any Service Terms and Conditions preclude further exercise thereof or the exercise of any other right or power. The rights and remedies under this Agreement and the Service Terms and Conditions are cumulative and not exclusive of any rights or remedies which Firstar would otherwise have. 22. Governing Law; Severability. Except to the extent superseded by Federal law, the provision of Services shall be governed by the laws of the state in which the principal office of Firstar Corporation is located. Customer agrees that the courts of such state shall have jurisdiction to hear any dispute arising out of any Service and submits to the jurisdiction of such courts. Any provision of this Agreement or the Service Terms and Conditions which is unenforceable shall be ineffective to the extent of such provision, without invalidating the remaining provisions of this Agreement or the Service Terms and Conditions. If performance of any Services'would result in violation of any law, regulation or governmental policy, this Agreement and any applicable Service Terms and Conditions shall be deemed amended to the extent necessary to comply therewith. 23. Assignment. This Agreement may not be assigned by Customer without Firstar's prior written consent. Firstar may assign this Agreement without Customer's consent. 24. Financial Accommodation. Customer and Firstar agree that this Agreement and the Services constitute an agreement to provide a "financial accommodation" as defined in 11 U.S,C. §365. 25. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. 26. Waiver of Jury Trial. CUSTOMER AND FIRSTAR WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY LITIGATION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY SERVICES USED BY CUSTOMER. IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties. By:_ Title: Date: By: Title: Date: (Customer) FIRSTAR BANK, N.A. ❑ Check this box and attach signature pages if any affiliates of Customer are party to this Agreement. Firstar Wire Transfer Master Agreement: 4 page of 4 Charter Number: 13405 r> �. CRA Rating for Illinois: Satisfactory The Lending Test is rated: Out-standing The Investment Test is rated: Outstanding The Service Test is rated: Needs to Improve The major factors that support this rating include: <. USB has demonstrated excellent responsiveness to credit needs with an excellent distribution of home mortgage loans to LMI geographies. We also noted an excellent distribution of consumer loans by the income level of the borrower. The distribution of loans to small businesses is also excellent, both in terms of size of the business and by geography. USB also has a high volume of community development loans in this assessment area.- < USB has made an excellent dollar volume of investments in relation to the bank's limited presence in this highly competitive market. USB took a leadership role in one housing related initiative. < USB's accessibility to individuals of different income levels or to LMI geographies is poor because of the limited number of branches serving this large, urban assessment area. USB does not have any branches in the low- 'income geographies and has only one branch .located in a moderate- income tract. Description of Institution's Operations in Illinois USB has one assessment area within the State of Illinois. This consists of two counties within the greater Chicago MSA #1600. 1 R;' USB has seven offices and eighteen ATMs in the State of Illinois. Refer to the Market Profiles for the State of Illinois in Appendix C for detailed demographics and .other performance context information for this assessment area that received a full -scope review. Scope of Evaluation in Illinois Because this is the only assessment area within the State of Illinois, it received a full -scope review and formed the basis for the rating for the state. Refer to the Scope of the Evaluation table in Appendix A for the names of the counties in this assessment area. _1 103 Charter Number: 13405 We considered information from community organizations and various members of the community for this evaluation. Information obtained from these contacts is included in the Market Profile section of Appendix C. LENDING TEST Conclusions for Areas Receiving Full -Scope Reviews The bank's performance under the Lending Test in Illinois is rated "Outstanding." Based on full -scope review, the bank's performance in the Chicago MSA is excellent. Lending Activity Refer to Table 1 in the State of Illinois section of Appendix D for the facts and data used to evaluate the bank's lending activity.. USB's lending record in Illinois represents an excellent responsiveness to the credit needs of its assessment area, primarily through its small business lending. In 1998, among similarly "situated commercial banks in the assessment area, USB reported among the highest volumes of small business lending. Of the bank's total reportable loans in Illinois, a significant portion were CRA reportable (86% of the number were small business). In the Chicago MSA, USB's Illinois deposits rank the bank 39`h in size with a market share of 0.4 %. In this MSA, the bank is the number seven lender for small business purposes with a, market share of 3 %. The bank's residential lending ranking in the MSA is not meaningful. Lending competition in USB's assessment area is intense, with 287 CRA reporters in the Chicago MSA. In addition, 974 local and national HMDA reporters were identified in the assessment area. USB's home purchase loans accounted for 57% of the number of 'home mortgage loans it originated in Illinois. USG's home improvement loans accounted for 18% and home mortgage loans for refinance purposes accounted for 24% of the home mortgage loans it originated in Illinois. USB also made a significant number of consumer loans during the evaluation and requested that we include this data in our, analysis. USB generated 37,442 consumer loans, which is significant in light of the strong competition in this assessment area from banks, finance companies, and other financial institutions 31. that offer consumer loans. USB's ability to generate this volume of loans is also favorable in light of a very limited physical presence in the assessment area. USB's small farm lending was not material in Illinois. Accordingly, the bank's small 104 Charter Number: 13405 Refinance Loans Overall, USB's distribution of home refinance loans is excellent. An analysis of the bank's nominal market share is not meaningful to this evaluation. USB's distribution of lending in the low- income areas of the Chicago MSA exceeded the owner - occupied demographics of the areas. USB's distribution of lending in the moderate - income areas of the Chicago MSA significantly exceeded the owner - occupied demographics of the areas. Sma// Loans to Businesses Refer to Table 5 in the State of Illinois section of Appendix D for the facts and data used to evaluate the geographic distribution of the bank's origination /purchase of small loans to businesses. USB's geographic distribution of small loans to businesses reflects an excellent dispersion throughout its assessment area. USB's distribution of le6ding in the low- income areas of the Chicago MSA substantially meets the business demographics of the areas. In addition- ,y =USB,'s market share in these low- income areas exceeded its overall market share. £. USB's distribution of lending in the moderate - income areas of the Chicago MSA exceeded the business demographics of the areas. In addition, the bank's market share in the MSA's moderate- income areas exceeded its overall market share. Small Loans to Farms Refer to Table 6 in the State of Illinois section of Appendix D for the facts and data used to evaluate the geographic distribution of the bank's origination /purchase of small loans to farms. As previously stated, the USB's lending to small farms was not analyzed. The bank's small farm lending accounted for less than 1 % of its total lending in Illinois. Consumer Loans Refer to Table 14 in the State of Illinois section of Appendix D for the facts and data used to evaluate the geographic distribution of the bank's consumer loan originations and purchases. USB's geographic distribution of consumer auto, •. Charter Number: 13405 USB's distribution of lending to low- income borrowers in the Chicago MSA was well below the family income demographics of the area even when considering the area's level of families that live below the poverty level. USB's distribution of lending'to moderate - income borrowers in the Chicago MSA substantially exceeded the family income demographics of the area. Home Improvement Loans Overall, USB's distribution of home improvement loans to borrowers of different income levels is adequate. An analysis of the bank's nominal market share is not meaningful to this evaluation. USB's distribution of lending to low- income borrowers in the Chicago MSA was well below the family income demographics of the area even when considering the area's level of families that live below the poverty level. USB's distribution of lending to moderate - income borrowers in the Chicago MSA was below the family income demographics of the area. Refinance Loans Overall, USB's distribution of home refinance loans to borrowers of different income levels in the full-scope assessment area is excellent. An analysis-�of the bank's nominal market share is not meaningful to.this evaluation. USB's distribution of lending to low- income borrowers in the Chicago MSA was below he family income demographics of the area. When considering the area's level of� families that live below the poverty level, the bank's distribution slightly exceeds the demographic comparator. USB's distribution of lending to moderate - income borrowers in the Chicago MSA significantly exceeded the area's family income demographics. Small Loans to Businesses Refer to Table 10 in the State of Illinois section of Appendix D for the facts and data used to evaluate the borrower distribution of the bank's origination and purchase of small loans to businesses. USB's distribution of small business loans reflects good responsiveness to the credit needs of smaller businesses in the full -scope assessment area. The bank's loan distribution to small business borrowers substantially meets the small business 108 Y t� t Charter Number: 13405 volume of CD loans. This level of CD lending had a positive impact on the overall rating we assigned to the Lending Test. The number and dollar of volume of CD loans are indicated on Table 1 of Appendix C. The dollar volume represents 14% of the bank's Tier 1 capital that is attributed to this assessment area. Although we noted some evidence of complexity associated with these loans, we did not identify many instances of innovative or leadership characteristics. Largest examples include: • Providing a $3,000,000 loan to Community Investment Corporation (CIC). Through the CIC's Resource Apartment Lending Program, C1C originates mortgage loans secured by multi - family rental properties in the Chicago MSA. The purpose of this program is to conserve and revitalize older neighborhoods and LMI housing in the MSA. • Providing a $1,300,000 revolving line of credit to a local construction company for the construction and rehabilitation of various real estate projects in the MSA that provide housing for LMI individuals. • Advancing a $3,000,000 loan to the Chicago Equity Limited Fund to provide necessary bridge financing to fund equity contributions to approved housing projects with tax credits. Product Innovation and Flexibility Product innovation and flexibility had a neutral impact on the Lending Test rating in the State of Illinois. USB has two flexible home mortgage loan programs called Home Advantage and Home Partners. As previously discussed, these programs provide flexible underwriting for LMI borrowers. In the Chicago Assessment Area, the bank used these programs to originate 34 home purchase loans totaling $3.4 million and three home refinance loans totaling $280 thousand. NVESTMENT TEST Conclusions for Areas Receiving Full -Scope Reviews The bank's performance under the Investment Test in Illinois is rated "Outstanding." Based on a full -scope review, the bank's performance in its only Illinois assessment area, the Chicago MSA, is excellent. Refer to Table 12 in the State of Illinois section of Appendix D for the facts and data used to evaluate the bank's level of qualified investments. During the evaluation period, USB made 26 investments totaling $8.9 million in the Chicago MSA. The volume of investments is very high relative to USB's size within 4 the market. Opportunities for investment within the MSA are plentiful (refer to the 110 is 0 Charter Number: 13405 Regarding the closure in the low- income geography, USB management attempted unsuccessfully to make arrangements with the new lessor to retain its rented space in the facility. Upon closure, the accounts at the closed office were consolidated at a nearby USB office located within approximately two - and -a -half miles. USB's hours and services offered in the Chicago assessment area are good. Office hours and services are comparable among all locations regardless of the income level of the geography. Saturday hours are offered at most USB offices. USB's standard loan and deposit products are offered at all locations. USB's products include low- minimum, no -fee checking or no- minimum, no -fee checking with the election of pay /social security check direct deposit. USB offers credit lines starting at $ 1,000. USB's ATM network offers a limited alternative delivery system for delivering teller based services to LMI geographies and to LMI individuals. The distribution of USB's ATMs in LMI geographies is less than the distribution of the population living in such geographies in the Chicago MSA. Other alternative delivery systems, such as telephone and Internet banking, were not weighted significantly when drawing conclusions because the bank did not provide data on how LMI individuals and geographies are impacted by these services. Community Development Services USB's performance in providing CD services is adequate in the Chicago MSA. While community development opportunities in the assessment area are formally structured and abundant, the environment for such opportunities is extremely competitive because of the city's stature as a national hub for commerce and the presence of numerous financial institutions. In the Chicago MSA; USB has focused its CD activities on affordable housing and the housing needs of LMI individuals.. This focus addresses community development needs that were expressed by community contacts. USB's CD development activities have occasionally stretched outside of housing needs. CD service highlights from this evaluation period include: • Participation in twelve homebuyer training workshops. ® Board membership on one organization promoting affordable housing. Provided technical assistance to a community development organization in preparation for its possible expansion into the Chicago. area. Provided technical assistance to two organizations that foster job training and address employment issues for LMI people. ® Partnered with a women's group to sponsor a small business seminar targeted at women and minority owned businesses. 112 Charter Number: 13405 State of Illinois Full -Scope Areas Chicago, IL IVISA #1600 . Demographic Information for Full -Scope Area: Chicago MSA Low Moderate Middle Upper NA' Demographic Characteristics # % of # % of # % of # % of # % of # Geographies (Census Tracts /BNAs) 1,468 18.53% 23.16% 35.49% 21.25% 1.57% Population by Geography 5,886,733 11.80% 21.75% 40.03% 26.39% 0.04% Owner Occupied Housing by Geography 1.250,124 3.61% 14.32% 47.17% 34.91% 0.00% Businesses by Geography 204,330 5.76% 13.92% 38.82% 39.83% 1.67% Farms by Geography 2.221 1.49% 6.84% 43.85% 47.32% 0.50% Family Distribution by Income Level 1,466,804 21.67% 17.68% 23.39% 37.26% NA Distribution of Low- and Moderate - Income 577,168 20.90% 30.61% 37.11% 11.38% 0.00% Families throughout AA Geographies Median Family Income - $42,758 Median Housing Value - $124,745 HUD Adjusted Median Family Income for 1999 - $63,800 Unemployment Rate - 3.82% Households Below the Poverty Level - - - 11.53% 1 -1 ine nn category consists of geographies that have not been assigned an income classification. Source: 1990 U.S. Census and 1999 HUD updated MFI. The assessment area consists of Cook and DuPage Counties of the nine county Chicago MSA #1600. Chicago is part of the third largest metropolitan area in the United States. The city is considered a transportation hub and is a major economic, business, entertainment, and cultural center for the upper Midwest. Major employers in the area include finance, manufacturing, information technology, health care, retail, and the arts. Wealth is concentrated in suburban areas north and west of the city of Chicago, generally outside of the bank's designated assessment area. The city itself has large pockets of poverty and has a significant percentage of low- and moderate - income census tracts. This assessment area meets the definition of the regulation and does not arbitrarily exclude LMI geographies. USB has seven offices and two cash dispensing and 16 deposit accepting ATMs located within the assessment area. Within the assessment area, USB has generated $532 million in deposits which resulted in a deposit market share of 0.39 %. Banks in this assessment area with the highest deposit market shares are First National Bank of Chicago (15% deposit market share), LaSalle Bank NA (10 %), Harris Trust & Savings Bank (7 %), LaSalle Bank FSB (6 %), and Northern Trust Company (6 %). This information was obtained from the June 30, 1999 FDIC Deposit Market Share Reports. Appendix. C -26 r I . Charter Number: 13405 Chicago is considered a financial center for the Midwest. The assessment area is highly banked. Within these two counties are 238 banks operating nearly 1,500 branch offices. This does not include credit unions or finance companies. Banking competition is intense and somewhat fragmented. Five major commercial exchanges also play a prominent role in the city's financial prominence. They are the Chicago Board of Trade, the Chicago Mercantile Exchange, the Chicago Board Options Exchange, the Mid - America Commodity Exchange, and the Midwest Stock Exchange. These are some of the world's largest and most influential exchanges. Chicago has a large, sophisticated network of community development organizations. The neighborhood nonprofit groups .join together with formal, city- wide organizations to promote community development activities. These include providing a forum for public housing policy, economic development, job creation and job training efforts, homelessness, and social service matters. Chicago also has a highly developed infrastructure of community development financial institutions, foundations, and university urban affairs and research programs. Several activist organizations are headquartered in Chicago. All of these factors combine to provide countless opportunities for public - private partnerships that foster community development. Because of the knowledge that the activist groups and community development organizations have with CRA, banks have an established market for involvement and playing leadership roles in establishing more community development activities. Three non - contiguous areas make up Chicago's Empowerment Zone (EZ) established by HUD in 1994. They are the near West Side, Pilsen /Little Village, and the near South Side. In addition, the city and the state of Illinois have recognized portions of the city as participants in non - designated Enterprise Communities (EC). These include the communities of Englewood, Calumet, and the remainder of the West Side. Although not recognized by federal authorities as an Enterprise Community, the city and state's designation will allow these,.communities to share in many of the same types of benefits available to EZ and EC areas. We reviewed information provided by nine community contacts made in the city of ;^ Chicago during the last two years. These were contacts made by the OCC and another regulatory agency. These contacts provided background information on the economy, the condition of housing, the types of housing and small business loans available, the availability of financial services, and the responsiveness of banks within the assessment area. The most commonly cited need involved a request for financial counseling and special programs for first -time homebuyers. Several commented on the vast need for home improvement loans or home equity loans that could be used for the rehabilitation and- restoration of the older housing stock found in Chicago. Over one -third of Chicago households are experiencing some type of housing problem including such factors as excessive cost burden, physical defects in the structure, and overcrowding. Another identified need involved job `? creation and small business loan programs that would also include technical assistance for small business owners. Appendix C -27 L.3 ,,j a."✓ii{j OW MSAIAssessment Area .v .4< 1 M M W li.�J Small Loans to Businesses Small Loans to Farms Community Development Charter Number: 13405 Table 1. Lendinq Volume LENDING VOLUME State: Illinois Evaluation Period: January 1, 1998 to December 31, 1999 MSAIAssessment Area % of Rated Area Deposits in MSAIAA' Home Mortgage Small Loans to Businesses Small Loans to Farms Community Development Total Reported Loans % of Rated Area Loans V) in AA N S (000's) N S (000's) N S (000's) T7$ (000's) # S(000's) Full Scope Chicago MSA 100.00 372 32,894 2,415 74,140 5 1,047 5 8,450 2,797 116,531 100.00 Deposit Data as of June 30, 1999 Appendix D -61 0 M Charter Number: 13405 Table 3. Geoarat)hic Distribution of Hnmp Imnrnuomant 1 -- Geographic Distribution: HOME IMPROVEMENT State: Illinois Evaluation Period: January 1, 1998 to December 31, 1999 MSAIAssessment Area Low Income Geographies Moderate Income Geographies Middle Income Geographies Upper Income Geographies Overall Market Rank' Market Share by Geography" Total Home Improvement Loans % Owner Occ Units % USB Loans % Owner Dec Units % USB Loans % Owner Occ Units % USB Loans % Owner Occ Units % USB loans Overall Low Mod Mid Upp N % of Total' Full Scope Chicago MSA 3.61 7.46 14.32 14.93 47.17 . 41.79 34.91 35.82 75 0.13 0.11 0.10 0.13 0.15 67 100.00 ti Based on 1998 Aggregate HMDA Data Only. Market rank is for all income categories combined. Home improvement loans originated and purchased in the MSAIAA as a percentage of all home improvement loans originated and purchased in the rated area. Appendix D -63 _...,. .,«,. ,...n1 �.ws:ar1e 6ww..Gi.7 � $s:,1i�.a:;a{ '.e.. L±r t �€�„+.a', s w r k � r y �e � .`'\w �Ri� ti; r a,.. ", �_ �I Sf;. - t c2+a. .& �C..w :':zLw; is "" Sr.. �.L...;. C.....:.i+�_ «t 101:1• lr: .a'iw::� �.,uz i3.:...:._i Charter Number: 13405 Table 5. Geographic Distribution of Small Lnans to RIISinP_CCPC Geographic Distribution: SMALL BUSINESS State: Illinois Evaluation Period: January 1, 1998 to December 31, 1999 MSAIAssessment Area Low Income Geographies Moderate Income Geographies Middle Income Geographies Upper Income Geographies Overall Market Rank' Market Share by Geography' Total Small Business Loans % of Businesses % USB Loans % of Businesses % USB Loans % of Businesses % USB Loans % of Businesses % USB Loans Overall Low Mod Mid Upp N % of Total" Full Scope Chicago MSA 5.76 4.68 13.92 1 15.82 38.82 1 44.47 39.83 34.45 7 2.90 3.33 4.16 3.20 2.14 2,415 1 100.00 Based on 1998 Aggregate Small Business Data Only. Market rank is for all income categories combined. Small loans to businesses originated and purchased in the MSAIAA as a percentage of all small loans to businesses originated and purchased in the rated area. Appendix D -65 ;;� �w!�'i ka:.'i4C Charter Number: 13405 Table 7. Borrower Distribution of Home Purchase I oanc Borrower Distribution: HMDA HOME PURCHASE State: Illinois Evaluation Period: January 1, 1998 to December 31, 1999 MSAIAssessment Area Low Income Borrowers Moderate Income Borrowers Middle Income Borrowers Upper Income Borrowers Overall Market Rank' Market Share by Borrower Income' Total Home Purchase Loans % of Families % USB Loans" % of Families % USB Loans" % of Families % USB Loans" % of Families % USB Loans" Overall Low Mod Mid Upp # % of Total"' Full Scope Chicago MSA 21.67 7.08 17.68 32.55 23.39 29.25 37.26 30.66 210 0.04 0.03 0.07 0.07 0.04 212 100.00 Based on 1998 Aggregate HMDA Data Only. Market rank is for all income categories combined. As a percentage of loans with borrower income information available. Home purchase loans originated and purchased in the MSAIAA as a percentage of all home purchase loans originated and purchased in the rated area. Appendix D -67 Charter Number: 13405 Table 10. Borrower Distribution of Small Loans to Businesses Borrower Distribution: SMALL BUSINESS State: Illinois Evaluation Period: January 1, 1998 to December 31, 1999 Businesses With Revenues of $1 million or less % Distribution of loans by Original Amount Regardless of Business Size Market Share' Total Small Loans to Businesses MSAIAssessment Area % Business" % USB Loans— $ 100,000 or less > $ 100,000 to $250,000 > $250,000 to $500,000 All Rev $ 1 Million or Less N % of Total"" Full Scope Chicago MSA 70.33 61.49 96.31 0.95 2.73 2.90 2.81 2,415 100.00 The market consists of all other Small Business reporters in USB's assessment area and is based on 1998 Aggregate Small Business Data only. Businesses with revenues of $1 million or less as a percentage of all businesses. "' Small loans to businesses with revenues of $1 million or less as a percentage of all loans reported as small loans to businesses. No information was available for 33.29% of small loans to businesses originated and purchased by USB in the Chicago MSA. Small loans to businesses originated and purchased in the MSAIAA as a percentage of all small loans to businesses originated and purchased in the rated area. Appendix D -70 Charter Number: 13405 Table 12. Qualified Investments QUALIFIED INVESTMENTS State:.11linois Evaluation Period: January 1, 1998 to December 31, 1999 MSAIAssessment Area Prior Period Investments' Current Period Investments Total Investments Unfunded Commitments" N $(000's) N $(000's) a $(000's) % of Total N $(000's) Full Scope Chicago MSA 0 0 26 8,942 26 8,942 100.00 0 0 r t Prior Period Investments' means investments made in a previous evaluation period that remains outstanding. "Unfunded Commitments" means legally binding commitments reported on Report of Condition Schedule L• "Off•Balance Sheet Items ". pp (j Appendix D -72 Charter Number: 13405 Table .14. Geographic and Borrower Distribution of Consumer Loans (Optional) Geographic and Borrower Distribution: CONSUMER LOANS State: Illinois Evaluation Period: January 1, 1998 to December 31, 1999 MSAIAssessment Geographic Distribution Borrower Distribution Total Consumer Loans Low - Income Geographies Moderate - Income Geographies Middle - Income Geographies Upper Income Geographies Low - Income Borrowers Moderate Income Borrowers Middle - Income Borrowers Upper - Income Borrowers Area % of Pop' % of USB Loans % of Pop* % of USB Loans % of Pop' % of USB Loans % of Pop' % of USB Loans % of Hshlds % of USB Loans % of Hshlds % of' USB loans % of Hshlds % of USB Loans % of % of Hshlds USB Loans % of b Total" Full Scope Chicago MSA 11.80 3.16 1 21.75 1 12.99 40.03 , 39.17 1 26.39 44.65 24.87 20.63 16.33 1 30.07 20.58 1 26.62 1 38.23 22.68 1 37,442 1 100.00 t The Percentage of the population in the MSAIAssessment area that resides in the geographies. Consumer loans originated and purchased in the MSAIAA as a percentage of all consumer loans originated and purchased in the rated area. Appendix D -74 M M M M M :: LBO Comptroller of the Currency Administrator of National Banks Public Disclosure July 6, 1998 MAR 2 0 2000 LARGE BANK PROCEDURES Community Reinvestment Act Performance Evaluation Star Bank, N.A. Charter Number: 24 425 Walnut Street Cincinnati, Ohio 45202 Office of the Comptroller of the Currency Large Bank Supervision 250 E Street, SW Washington, D.C. 20219 NOTE: This evaluation is not, nor should it be construed as, an assessment of the financial condition of this institution. The rating assigned to this institution does not.represent an analysis, conclusion, or opinion of the federal financial supervisory agency concerning the safety and soundness of this financial institution. Comptroller of the Currency Administrator of National Banks Public Disclosure July 6, 1998 MAR 2 0 2000 LARGE BANK PROCEDURES Community Reinvestment Act Performance Evaluation Star Bank, N.A. Charter Number: 24 425 Walnut Street Cincinnati, Ohio 45202 Office of the Comptroller of the Currency Large Bank Supervision 250 E Street, SW Washington, D.C. 20219 NOTE: This evaluation is not, nor should it be construed as, an assessment of the financial condition of this institution. The rating assigned to this institution does not represent.an analysis, conclusion, or opinion of the federal financial supervisory agency concerning the safety and soundness of this financial institution. it Bank, N.A. CRA Public Disclosure General Information ie Community Reinvestment Act (CRA) requires each federal financial supervisory agency to use its ithority when examining financial institutions subject to its supervision, to assess the institution's record meeting the credit needs of its entire community, including low- and moderate - income (LNE) :ighborhoods, consistent with safe and sound operation of the institution. Upon conclusion of such :amination, the agency must prepare a written evaluation of the institution's record of meeting the credit :eds of its community. ais document is an evaluation of the CRA performance of Star Bank, National Association, incinnati, Ohio (Star Bank) prepared by the Office of the Comptroller of the Currency, the .stitution's supervisory agency, as of July 6, 1998. The agency evaluates performance in assessment 'ea(s), as they are delineated by the institution, rather than individual branches. This assessment area �A) evaluation may include visits to some, but not necessarily all of the institution's branches. The ;ency rates the CRA performance of an institution consistent with the provisions set forth in Appendix A 12 C.F.R. Part 25. 1 j $ i 1! I i ,r r Bank, N.A. Overall CRA Rating CRA Public Disclosure stitution's CRA Rating: This institution is rated Satisfactory. e following table indicates the performance level of Star Bank with respect to the Lending, iestment, and Service Tests: Performance Levels Star Bank Performance Tests Lending Test* Investment Test Service Test Outstanding High Satisfactory X X X Low Satisfactory Needs to Improve Substantial Noncompliance *The Lending Test is weighted more heavily than the Investment and Service Tests when arriving at an overall rating. ie major factors that support this rating include: !nding Test The bank's responsiveness to community credit needs is good considering the most pressing credit needs in its assessment areas. Lending performance in the State of Ohio is good. Overall lending performance is excellent in the Cleveland- Lorain - Elyria, OH MSA, and with 16% of the bank's deposits that MSA represents the bank's largest market area in Ohio. Lending in the remaining Ohio assessment areas is generally adequate. Lending performance in the Cincinnati, OH multistate MSA is excellent, particularly with its home loan distribution in low- and moderate - income areas. There is also a high level of community development loans in this assessment area. Lending performance in Indiana is adequate for this small assessment area with just 3% of the bank's deposits. Lending performance in Kentucky is adequate. Small business lending performance is excellent in the Owensboro MSA and in the Central Kentucky assessment area. Lending performance in the Louisville, KY multistate MSA.is adequate. Small business lending is good. 4 ank, N.A. There are no unexplained gaps in geographic lending distribution. CRA Public Disclosure The bank offers two flexible and affordable home loan products for low- and moderate - income borrowers, both under the bank's "Home Advantage Program (HAP) ". One product is for home purchase, and the other is for home improvement. The program is available to certain borrowers, primarily low- and moderate - income borrowers, based on county household income guidelines. Also, the program provides for lower down payments and less stringent underwriting guidelines. Under the HAP program, the bank approved 667 home purchase loans in 1997 totaling $37.8 million, and 286 home improvement loans totaling $1.3 million. These products are available in most assessment areas. Arnent Test Investment activities. reflect good responsiveness to needs in the assessment areas and total approximately $22.4 million in volume. Investments in the Cincinnati, OH and Louisville, KY multistate MSAs reflect good and excellent performance, respectively. Investment levels are good in Ohio and adequate in Kentucky. However, the investments are concentrated among a few assessment areas. In Indiana, performance is also adequate, but opportunities for investment are limited. ice Test The bank provides a good level of services to its assessment areas. Services include traditional branch delivery systems and alternative delivery systems, such as ATMs and banking by phone. In . addition to their overall convenience to all customers, these alternative delivery systems are available to those individuals who lack or cannot otherwise afford transportation to banking facilities, and are a time /cost savings for small businesses with limited resources. T he bank's delivery systems are accessible to all portions of its assessment areas. Services, including business hours, meet the needs of the customers living in the bank's assessment areas, including LMI geographies, and/or individuals. Changes in branch locations have not adversely affected the availability of delivery systems within its assessment areas, and in some assessment areas, the bank has opened branches in LMI geographies. The bank provides a good level of community development services overall, and an excellent level in the Cincinnati, OH multistate MSA. Community contacts indicate the bank is a community development leader in the Cincinnati, OH multistate MSA. These contacts included governmental officials who indicated the bank strongly influences the development of its communities, including economically depressed geographies. 5 Star Bank, N.A. CRA Public Disclosure • The bank provides credit and financial counseling among other important services. Of particular note is the bank's Loan-A -Thou program. These one -day neighborhood meetings provide participants with the ability to apply for credit. The bank also maintains partnerships with a number of organizations that provide technical assistance on financial matters, sponsor credit counseling and home buyer workshops, and provide planning counseling to small businesses, including first time or start-up small businesses. Overall community development services have reached many individuals and small businesses, including those that are LMI, or those individuals who live in economically depressed geographic areas. Community contacts specifically highlighted the need for such services. I it Bank, N.A. Description of Institution CRA Public Disclosure ar Bank, owned by Star Banc Corporation, is a multistate bank holding company with headquarters in .ncinnati, Ohio. The bank has total assets of $13.9 billion as of March 31, 1998 and operates a branch :twork throughout Ohio, and portions of Indiana and Kentucky. Star Bank is a full service financial stitution that provides a wide range of consumer, commercial and trust financial products, including :posit, credit, and investment services. While the holding company has operating subsidiaries that :nerate loan activity, such as Star Banc Finance, the bank makes loans directly and has no operating :bsidiaries that lend to the general public. There are no financial or legal impediments to the bank's RA performance. he table below shows, a significant portion (30.7 %) of the bank's loan portfolio consists of home ortgages (1 -4 and multifamily), which we determined was a significant credit need within the bank's :sessment area. Perceatofioa :.Portfoli o' n ....... .......... ...............:............... io :.::::::::::.:::::.::.::::: .::..::::::::::................ P ............................ ...........................,... . 'Averaae:Gross:Isoans::::;; I Construction and Land Develooment Loans 1 4.8% 1 Loans Secured by Farmland 1 0.4% Loans Secured by 1-4 family residential properties 27.3% Loans Secured by multifamily residential properties 3.4% Loans to Finance Agricultural Production 0.3% Consumer Loans to Individuals (includes Credit Cards) 15.5% I Commercial and Industrial Loans 1 23.0% 1 I Other Loans 1 25.3% 1 Recent Acquisitions )n February 6, 1998, Star Banc completed the acquisition of Great Financial Corporation, Louisville, ,entucky. The acquisition added approximately $3.0 billion in assets, $1.9 billion in deposits and a )ranch network of forty -three offices in Kentucky and two in Indiana. In late February, Star Bank revised is assessment areas to incorporate Great Financial Corporation. Accordingly, the CRA activities of Great . inancial Corporation are included in this Performance Evaluation, primarily in the discussion of new assessment areas located in Kentucky and the Louisville, KY multistate MSA. However, since this acquisition preceded the examination by a little more than a month, we did not weight heavily the activities in these new assessment areas in the bank's component and overall CRA ratings. 7 it Bank, N.A. CRA Public Disclosure Scope of Evaluation RA Evaluation Period and Scope .e examined the bank's CRA performance from our last examination dated June 30, 1996 to larch 31, 1998. Unless noted in our analysis comments and data tables, the bank's performance formation is primarily through March 31, 1998. Home lending data for the full years of 1996 and 1997 e used for presentation and analysis purposes. Also, bank reported 1997 small business and farm ading data was used due to its reliability. Our.testing of bank reported 1996 data revealed some accuracies. Aggregate 1996 market data for all reporting financial institutions was used in our imparisons of home lending products and 1997 aggregate market data was used for comparisons of iall business and small farm lending, as these were the most recent data available. Information relating small farm lending was not considered in the rating of this institution, primarily because it is not a ;nificant part of the bank's business strategy. However, data relating to the bank's small farm lending e included in Tables 6 and 11. The bank did not present consumer loan data for review, therefore, it was >t considered in our analysis. atings nce Star Bank has branches in three states, we evaluated performance and assigned a state rating for hio, Indiana and Kentucky. We also evaluated performance and assigned a rating for the Cincinnati, OH id Louisville, KY multistate MSAs, as the bank had branches in two or more of the states within each of ese MSAs. Performance in these two MSAs is not included in the State of Ohio or Kentucky ratings. he bank's overall rating is a blend of the state and multistate MSA ratings. Performance in Ohio and the incinnati, OH multistate MSA received the most weight in assigning the bank's overall rating because .ese areas comprise 47% and 34% of bank deposits, respectively. Within each state, we gave greater eight to those assessment areas where the bank had a larger market presence, considering such factors as :posit levels. election of Full -Scope Assessment Areas for Review ank management identified 18 assessment areas in Ohio, Indiana, and Kentucky that include 13 MSAs. chile we reviewed and analyzed the bank's performance in all assessment areas, the state ratings are ised primarily on those assessment areas that received full -scope review. Of the bank's 18 assessment ,,,eas, we selected 7 for full -scope review. Five of these assessment areas were selected to provide better sight of the bank's performance in each state, and include both MSA and non -MSA (rural) areas. In ;lecting these assessment areas, we desired a cross representation of the bank's assessment areas and �nsidered such factors as the income levels of the assessment area's geographies, and the bank's market -esence as reflected by its lending and deposit activity. The Cincinnati, OH and Louisville, KY .ultistate MSAs were the remaining full -scope areas. Dr these full -scope assessment areas, we verified and validated performance data, such as investment :tivity, and conducted outreach activities, where possible, to determine assessment area needs and )portunities. We also compared and analyzed bank performance activity to available demographic 9 Star Bank, N.A. CRA Public Disclosure information, such as the number of home mortgages originated by the bank in a particular assessment area's various income geographies, primarily low and moderate, to the level of owner- occupied housing units in these geographies. This allowed us to measure and evaluate the bank's performance in the context of the particular circumstances present in each assessment area. Performance in the limited -scope assessment areas was compared to the relative performance of the full -scope assessment areas. The following table highlights the full- and limited -scope assessment areas. Full -scope assessment areas represent a significant portion of the bank's operations, comprising 55% of the total geographies within which the bank operates, 60% of the bank's branches, and 65% of its deposits. Deposit information for June 30, 1998 is shown in the table as it was the most recent. 0 it Bank, N.A. CRA Public Disclosure 10 .... .. .. . StarBank Assessment:` Areas':::::::::: >:! ......................... :'::: ??' Geographies % LNII Total Deposits % of Deposits Assessment Areas: Branches (000's) (6/30/98) !iEi3eild�t>`•.E� '..Il!T.KY.. tti! ?:':' ?� >'< >> :;;:.»:+.;.;;:::.::;•:;.;:::,: �:;,., �; s 358 0 22 /0 8 9 $3,621,279 0 34/0 :.;::?::.;:;,:;; : :.::::::.:::::.::..:::::.•::::. 1 33 o 22 - $ 23, �3 o 9 0 X. :................... .................................... .. ... ............................... Full Scope Eastern Indiana 34 1 21% 1 14 1 $336,422 3% ;N1IJ . IC Y Full Scope MSA 5990 Owensboro 21 19% 7 $305,066 3% Central Kentucky 40 8% 8 $239.270 2% Limited Scope MSA 2440 Evansville- Henderson 11 27% 1 $29,475 <1% MSA 4280 Lexington 69 32% 4 $203,194 2% Combined Non -urban AAs 24 4% 3 $47,854 <1% Full Scope MSA 1680 Cleveland - Lorain - Elyria 694 33% 52 $1,903,050 18% Fayette County 7 29% 1 $76,127 1% Limited Scope MSA 0080 Akron 148 32% 17 $288,116 3% MSA 1320 Canton - Massillon 75 27% 1 $32,665 <1% MSA 1840 Columbus 300 36% 35 $995,854 9% MSA 2000 Dayton - Springfield 244 28% 28 $553,929 5% MSA 3200 Hamilton - Middletown 73 34% 16 $367,954 3% MSA 3400 Huntineton- Ashland 14 21% 5 . $172,933 2% MSA 9320 Younestown- Warren 74 43% 1 $21,510 <1% Combined Non-urban AAs 68 31% 19 $622,769 6% 10 Star Bank, N.A. CRA Public Disclosure Community Contacts During the examination, we made 19 community contacts. Those contacted included other regulatory agencies and individuals and groups suggested by the bank. These contacts ranged from local governmental agencies to small community- focused organizations. Also, we sent several letters to community representatives to provide a broader range of outreach to the many communities the bank serves. These letters solicited information on specific community needs and Star Bank's CRA performance. The most predominant needs identified were for affordable housing, general consumer loans, and small business loans. In terms of services, the contacts most frequently highlighted counseling for new home buyers and credit counseling. The bank has developed credit products and community development services to meet these needs, and we discuss the bank's success under the state and multistate MSA comments. 11 Bank, N.A. CRA Public Disclosure Fair Lending Review e examined for compliance with the Equal Credit Opportunity Act (ECOA) and the Fair Housing Act bsequent to this CRA examination. We reviewed the bank's policies and procedures and conducted ;ling to check for any areas of noncompliance. Our testing included a comparative file review of a nple of various loan products. We tested for discrimination based on race or color, religion, national gin, sex, marital status, age, receipt of income from any public assistance program, and the exercise of y right under the Consumer Credit Protection Act. We specifically reviewed 295 conventional, ;idential real estate applications. The sample also included specialized home lending products, such as )se loans originated under the bank's HAP, which has flexible underwriting standards. We focused on rchase -money applications received between January 1, 1997 and March 30, 1998, and compared the nk's underwriting practices between white and black applicants. used on the sample of files reviewed, we did not detect discriminatory underwriting practices. The ark's policies, internal controls and training are adequate to ensure ongoing compliance with fair lending 12 tar Bank, N.A. CRA Public Disclosure CINCINNATI, OH MULTISTATE MSA RATING :RA Rating for the MSA: The'Jending test is rated: The investment test is rated: The service test is rated: Outstanding Outstanding High Satisfactory Outstanding [he major factors that support this rating include: il The bank's variety of credit products is an excellent response to the credit needs of the assessment area. P The bank's geographic distribution of home loans and small business loans show an excellent penetration throughout the various geographies of the MSA. The distribution of home loans to borrowers of different income levels is adequate to low - income families, but excellent to moderate- income families. 9 The distribution of small business loans to businesses of different sizes is good. • The level of community development lending is excellent. The volume of qualified investments is good and responsive to the MSA's community development needs. The bank's delivery systems are accessible to all portions of the assessment area, including LMI areas, i.: and the provision of community development services is excellent. Description of Institution's Operations in the MSA The bank's operations in this multistate MSA include the Ohio portion (Clermont, Hamilton, and Warren :Counties), the Northern Kentucky portion (Boone, Campbell, Kenton and Pendleton Counties), and the :Indiana portion (Dearborn County). .he following table provides basic MSA demographic data by geography income level. 13 nk, N.A. CRA Public Disclosure LOUISVILLE, KY MULTISTATE MSA RATING Rating for the MSA: to lending test is rated: ie investment test is rated: ie service test is rated: Satisfactory Low Satisfactory Outstanding Low Satisfactory iajor factors that support this rating include: ae variety of credit products offered by the bank is an adequate response to the credit needs of the [SA. he geographic distribution of home loans is adequate, while the geographic distribution of small lsiness loans is good. he distribution of home loans to borrowers of different income levels is adequate, while the istribution of small business loans to small businesses is excellent. 'he bank has an excellent volume of qualified investments that are responsive to community .evelopment needs. 'he bank's delivery systems are accessible to all portions of the assessment area, including LMI areas. ription of Institution's Operations in the MSA bank's operations in this multistate MSA include the Kentucky portion (Jefferson County), and the ana portion (Floyd County). These operations were acquired by Star Bank as a result of its February 3, acquisition of Great Financial Corporation, Louisville, Kentucky. ordingly, the CRA activities of the former Great Financial Corporation are included in this 'ormance Evaluation, but these new assessment areas located in Kentucky and the Louisville, KY tistate MSA have been under the management of Star Bank for less than sixty (60) days of the period )mpasses by this examination. following table provides basic demographic data concerning the NISA by income level of the graphies. 21 Star Bank, N.A. CRA Rating for Ohio: The lending test is rated: The investment test is rated: The service test is rated: OHIO STATE RATING Satisfactory High Satisfactory High Satisfactory High Satisfactory The major factors that support this rating include: • Overall, the bank's responsiveness to community credit needs is good. CRA Public Disclosure • Geographic distribution of home loans among the assessment areas is good. • The overall distribution of home loans by borrower income level is generally adequate in connection with low- income borrowers, but is excellent for moderate - income borrowers. • The bank offers two flexible home loan products for low- and moderate - income borrowers, both under the bank's HAP program. • Overall, geographic distribution of small loans to businesses located in LMI geographies is adequate among the assessment areas. The overall distributions of small loans to small businesses is good. • The bank originated approximately $4.0 million in total qualified community development loans in Ohio. • Home and small business lending performance in the Cleveland- Lorain -Elyria MSA is excellent. • Home and small business lending performance in the Akron MSA is stronger than the state's overall lending performance. One community development loan totaling $322,000 was originated in this MSA during the evaluation period. • Home lending performance in the Canton - Massillon MSA is stronger, and small business lending is consistent with the state's overall lending performance. This performance affects but does not change the state's overall lending rating primarily because the bank had such a low volume of home and small business lending in this area. • In the Columbus, Dayton - Springfield and Huntington - Ashland MSA, home lending performance is weaker than, and small business lending is consistent with the state's overall lending performance. One qualified community development loan totaling $1.5 million was originated in the Dayton - Springfield MSA. • Overall, home and small business lending performance in the Hamilton - Middletown MSA and the non - urban areas of Ohio, such as Fayette County, is weaker than the state's overall lending performance. 27 Star Bank, N.A. INDIANA STATE RATING CRA Rating for Indiana: Satisfactory The lending test is rated: Low Satisfactory The investment test is rated: Low Satisfactoa The service test is rated: Low Satisfactory The major factors that support this rating include: CRA Public Disclosure • The geographic distribution of home loans is good, and the distribution by borrower income level is adequate. • The bank offers two flexible home loan products for low- and moderate- income borrowers. • The geographic distribution of small loans to businesses in low- and moderate - income areas is poor. The distribution of loans to small businesses is good. • There are no unexplained gaps in home and small business lending. • The bank has a small level of qualified investments within its one assessment area in Indiana, but opportunities for qualified investments are limited. • ' The bank's services are readily accessible to all geographies in the bank's assessment area. Description of Institution's Operation in Indiana Excluding the Cincinnati, Ohio multistate MSA, and the Louisville, Kentucky multistate MSA the bank has one assessment area in Indiana, a rural (non -urban) area in eastern Indiana, which includes the counties of Fayette, Randolph, and Wayne. The state rating for Indiana is predicated on the bank's performance in this area, which we reviewed in -depth (full scope analysis). The following table highlights some important demographic data for the Indiana assessment area: k, N.A. CRA Public Disclosure KENTUCKY STATE RATING Rating for Kentucky: he lending test is rated: he investment test is rated: he service test is rated: Satisfactory Low Satisfactory Low Satisfactory Low Satisfactory tjor factors that support this rating include: he bank is responsive to community credit needs. ►verall, the geographic distribution of home loans among the state's assessment areas is adequate. 'he distribution of home loans by borrower income level among the assessment areas is generally dequate. 'he bank offers two flexible home loan products for low- and moderate - income borrowers, both nder the bank's HAP program. )verall, the geographic distribution of small loans to businesses among the state's assessment areas adequate. Overall, the distribution of small loans to small businesses among the state's .ssessment areas is excellent. .ending performance is adequate in the Lexington and Owensboro MSAs, and the Central Centucky assessment area which are the state's largest assessment areas by deposit levels. The ) erformance in these areas is consistent with the state's overall lending performance. Tome lending performance in the Evansville- Henderson MSA is consistent with, while small )usiness lending is weaker than, the state's overall lending performance. overall lendiing performance in the non -urban areas of Kentucky is less than the state's overall .ending performance. The bank did not make any community development loans in the State. However, due to their size and CRA reporting requirements, the bank reported some community development - related loans as ;mall loans to businesses and we considered them in our analysis of small business lending. There are no unexplained gaps in home or small business lending. T'he bank has made an adequate level of qualified investments within the State. These investments are concentrated in the Lexington MSA. The volume in other assessments areas is relatively low. The bank's services are accessible to all geographies in the state's assessment areas. 52 Bank, N.A. CRA Public Disclosure APPENDIX A: Summary of Multistate Metropolitan Area and State Ratings State of Ohio High Satisfactory High Satisfactory High Satisfactory . Satisfactory Cincinnati, OH Multistate Outstanding High Satisfactory Outstanding Outstanding MSA State of Indiana Low Satisfactory Low Satisfactory Low Satisfactory Satisfactory State of Kentucky Low Satisfactory Low Satisfactory Low Satisfactory Satisfactory Louisville, KY Multistate Low Satisfactory Outstandini Low Satisfactory Satisfactory I MSA ` :n. 4;. lA