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the subject of any voluntary or Involuntary bankruptcy or insolvency petition or proceeding. Merchant requests that in order to protect the value of Merchant's customer list, Rnanciallnstitution continue to honor chargebacks of Sales Drafts e.en after such a petition or proceeding has ~ or been med. E. Entire Agreement All schedules attached to this Agreement are hereby made a part hereof for all purposes. This Agreement represents the entire understanding between Merchant and Financial Institution with respect to the matters contained herein. Financial Institution may amend the prices applicable hereto pursuant to Section 3.B hereof, and Financial Institution may amend the non-price provisions of this Agreement by written notice to Merchant. Any such non-price amendment shall be effective as of the effective date therein specified (or, if no such effective date is thus specified, the amendment shall be effective as of the date it is received by Merchant), provided that no such non-price amendment shall be applicable to obligations or liabilities of Merchant that arose prior to Merchant's receipt of notice of such amendment). F. Term; Termination. The original term of this Agreement shall commence with Financial Institution's acceptance hereof (as evidenced by an authorized signature hereon), and it shall continue for a period of two (2) years after the date on which Merchant's first Sales Draft is presented to Bank or Financial Institution. Such term shall automatically renew for a three (3) year period at the end of the original term of this Agreement and at the end of each renewal term, until either (i) terminated by Merchant by giving written notice of non-renewal to Financial Institution at least thirty (30) days and not more than sixty (60) days before the expiration of the then current term, or Qi) terminated by Financial Institution by giving written notice to Merchant (such termination by Financial Institution to be effective as of a date set forth in such notice or, if no such date is set 1, to be effective as of the date such notice is received by Merchant). pon any termination of this Agreement, the obligations, warranties, and liabilities of Merchant pertaining to Sales Drafts or credit memoranda I ented prior to such termination (Including without limitation Merchant's obligations as subsequent chargebacks of such Sales Drafts, whether or not the amount of such subsequent chargebacks is liquidated as of the date of termination) shall survive such termination and shall continue in full force and effect as if such termination had not occurred. Upon any termination of this Agreement, Financial Institution shall notify Merchant of the aggregate doJlar amount of Merchant's chargebacks and other obligations and liabilities that Rnanciallnstitution reasonably anticipates subseq.Jent to termination, and Merchant shall immediately deposit such amount into the Account. Financial Institution and Bank are authorized to hold such funds in the Account for ten (10) months after termination of this Agreement, or for such longer time period as is deemed by Financial Institution to be reasonable in view of applicable law and MasterCard and Visa rules. G. Parties. This Agreement shall be binding on and inure to the benefit of the parties hereto. In providing services to Merchant, neither Financial Institution nor Bank shall be acting in the capacity of Merchant's agent. partner, or joint venturer, and each shall act as an independent contractor. Merchant shall not assign this Agreement without Financial Institution's prior written consent. . H. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state in which Financial Institution's chief executive office is located. This Agreement has been accepted in and shall be performable for all purposes in the county in which Financial Institution's chief executive office is located. Arrý action, proceeding or litigation relating to or arising from this agreement shall be brought in such county. ~ I. Notices. Unless otherwise expressly stated in this Agreement, all notices, reports, and other documents provided for in this Agreement shall be deemed to have been given or made when delivered in hand and a receipt granted or two (2) days after being sent by United States mail, and addressed to such party at the address appearing hereinbelow, or as changed through written notice to the other party. J. Force Majeure. Neither Financial Institution nor Bank shall be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, equipment failures, strikes, riots, war, nonperformance of Financial Institution vendors or suppliers, acts of God, or other causes over which Financial Institution has no control. EXECUTED this \ ~ \~\ day of~ p\. ,19~. ACCEPTED this! t,1.-J..- day of /~.{~ ,19 q ~ . '-lCHANT: FINANCIAL INSTITUTION: CITY OF SAN MARCOS BANK & , By: ~.~.d La , M. Authorizéd Offi r or Agent ~ : U \ Larry D. Gilley MARY M SAENZ (Print Name of Officer or .Agent) (Print Name of Officer or Agent) City Manaqer CUSTOMER SERVICE REPRESENTATIVE TItle of Party Executing Title of Party Executing Address: Address: 630 E. HOPKINS ONE O'CONNOR PLAZA SAN MARr.nc::: J 'rY 78666 1.TICTORL\.., TEY~"..S 77902 1698 USA-169 (REV 9/91)