The IEI is amended by deleting Appendix 1, "Designation and
Authorization of {Bank} as Financial Agent for General Lockbox Services"
(DFA), in its entirety and replacing it with the following revised DFA,
which is marked to show substantive changes from the original:

Designation and Authorization of {Name of Bank}

**as Financial Agent**

**for General Lockbox Services**

**THIS DESIGNATION AND AUTHORIZATION OF FINANCIAL AGENT** (DFA), dated
as of \_[\_\_\_\_\_\_\_]{.underline}\_\_, 2003 (Effective Date), is
entered into by the Financial Management Service (FMS), a bureau of the
United States Department of the Treasury (Treasury), as Principal, and
[{Insert FA Name}]{.underline} (Financial Agent), as a Depositary and
Financial Agent of the United States. This DFA sets forth the terms and
conditions required of the Financial Agent for the establishment and
performance of general lockbox services.

***Recitals***

In furtherance of its role in managing collection and disbursement
mechanisms of the United States, FMS designates qualified financial
institutions as depositaries and financial agents to act on behalf of
the United States to perform essential banking services. In
consideration of those services, FMS may compensate its financial agents
for performing such duties.

FMS has determined that it is in the interests of the United States to
designate the Financial Agent to serve as a financial agent for the
essential banking services described herein.

The Financial Agent, in accordance with the terms and conditions stated
herein, desires to serve as financial agent for the United States.

Therefore, in consideration of the representations, warranties and
mutual promises and agreements set forth herein, the Financial Agent and
FMS agree as follows:

I.  **AUTHORITIES**

The parties acknowledge and agree that:

A. The Secretary of the Treasury has authority to designate financial
institutions as depositaries and financial agents of the United States
to perform essential banking services pursuant to 31 U.S.C. § 3303, 12
U.S.C. §§ 90 and 265 and other authorities. The Secretary of the
Treasury has delegated to FMS the authority to select and designate
depositaries and financial agents for, among other purposes, providing
general lockbox services.

B. This DFA is not a Federal procurement contract, and is therefore not
subject to the provisions of the Federal Property and Administrative
Service Act (40 U.S.C. § 471 et seq.), the Competition in Contracting
Act (41 U.S.C. § 251-260) or the Federal Acquisition Regulations (48 CFR
Chapter 1).

**II. DESIGNATION AND AUTHORIZATION**

Pursuant to 31 U.S.C. § 3303 and 12 U.S.C. §§ 90 and 265, and relying on
the representations, warranties and promises contained herein, the
Secretary of the Treasury, through FMS, hereby designates and authorizes
the Financial Agent to act as depositary and financial agent for general
lockbox services, subject to the terms and conditions of this DFA, which
set forth the scope of the agency. The scope of the Financial Agent's
authority will be further defined in memoranda of understanding entered
into by and among the Financial Agent, FMS and Federal agencies
requiring lockbox services. (The term \"MOU,\" as used herein, refers to
such three-party agreements for performance of services pursuant to this
DFA.) Additionally, FMS may, from time to time, issue instructional
bulletins, consistent with this DFA, which further describe the scope of
authority and financial agent responsibilities under this DFA. This DFA
does not guarantee that the Financial Agent will be awarded any work
pursuant to an MOU. The Financial Agent acknowledges that it will not be
authorized to perform services until such an MOU becomes effective.

**III. INCORPORATION BY REFERENCE**

The following, as from time to time amended, are incorporated herein by
reference and given the same force and effect as though fully set forth
herein:

-   31 CFR Part 202;

-   Invitation for Expressions of Interest (IEI), Section 4.0,
    \"Technical Requirements\", including all amendments and
    modifications thereto (collectively referred to as the \"Technical
    Requirements\") ([See]{.underline} Attachment A);

-   The Pricing Schedule ([See]{.underline} Attachment B);

-   The Financial Agent's Response to the IEI, including its
    Certification Statement ([See]{.underline} Attachment C);

-   Volume V, Chapter 3000 of the Treasury Financial Manual (TFM) (V TFM
    Chapter 3000)[^1] ([See]{.underline} Attachment D);

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-   V TFM Chapter 2000, Supplement 1, governing CA\$HLINK Bank
    Management Reporting;

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-   V TFM Chapter 2000, Supplement 2, CA\$HLINK User's Guide;

-   I TFM part 5, Chapter 4600.

In the event of inconsistencies between this DFA, including any addenda
or amendments hereto, and any documents incorporated by reference, the
provisions of this DFA shall govern, to the extent it is consistent with
Federal law.

IV\. REPRESENTATIONS AND WARRANTIES

The Financial Agent hereby represents and warrants to FMS the following
(which shall survive the execution and delivery of this DFA, the truth
and accuracy of which are a continuing condition of FMS' obligations
under this DFA):

A. The Financial Agent meets the class and eligibility requirements of a
depositary and financial agent of the Government as stated in 31 CFR
Part 202.

B. The Financial Agent is not aware of any legal or financial
impediments to performing its fiduciary responsibilities and obligations
under this DFA, which it has not disclosed in writing to FMS.

C. Neither the Financial Agent, nor, to the best of the Financial
Agent's knowledge, its contractors or representatives have offered or
given a bribe or gratuity (including but not limited to entertainment
and gifts) to an officer, official or employee of Treasury.

D. The Financial Agent has full corporate power and authority to enter
into and execute and deliver this DFA and to carry out and perform its
obligations hereunder.

E. This Financial Agent has duly and properly executed this DFA.

F. All information contained in any document the Financial Agent signed
as part of the bid process for services performed pursuant to this DFA
remain true and accurate, unless otherwise disclosed in writing to FMS.

**V. SERVICES TO BE PERFORMED BY AGENT**

A. [Compliance with the Technical Requirements]{.underline}. The
Financial Agent shall comply with all requirements, terms and conditions
set forth for Qualified Lockbox Providers (QLPs) in the Technical
Requirements and in any MOU. The Financial Agent shall be in compliance
with all Security Requirements set forth in sections 4.10, 4.11 and 4.12
of the Technical Requirements thirty (30) calendar days prior to the
date it is required to commence lockbox processing under any MOU. The
Financial Agent acknowledges that the performance of obligations in the
Technical Requirements and any MOUs is vital to the United States
Treasury and the people of the United States.

B. [31 CFR Part 210]{.underline}. To Financial Agent warrants that it
shall comply at all times with the provisions of 31 CFR Part 210, to the
extent they are applicable to work performed pursuant to this DFA.

C. [Fiduciary Responsibility]{.underline}. With respect to carrying out
its fiduciary responsibilities under this DFA, the Financial Agent
agrees to act at all times in the best interests of the United States.
FMS may from time to time issue guidance, consistent with the terms of
the DFA, regarding the Financial Agent's fiduciary responsibilities. The
Financial Agent agrees to comply with this guidance to the same extent
it complies with the terms of this DFA.

D. [Financial Agent Contracts]{.underline}. The Financial Agent will use
its own employees to carry out its obligations hereunder, except that
the Financial Agent may hire other financial institutions or third
parties as contractors to fulfill its obligations hereunder only in
accordance with the requirements and limitations of the Technical
Requirements Section 4.8. \"Contractors\". All work shall be performed
under the supervision and control of the Financial Agent and its
responsible employees. Contractors who are not designated as
depositaries and financial agents under 31 CFR Part 202 shall not
control or possess public funds at any time.

E. [Status of Financial Agent Contractors]{.underline}. Any contractors
hired by the Financial Agent for purposes of carrying out its
obligations hereunder, shall not be contractors, subcontractors, or
subagents of FMS. FMS shall not be deemed a party to any contract that
the Financial Agent enters into with a third party (other than an MOU)
in order to fulfill its obligations hereunder. FMS shall not be liable
for any compensation due to any contractors used by the Financial Agent.

F. [Information, Personnel and Physical Security]{.underline}. The
Financial Agent shall ensure that the required level of information,
personnel and physical security is provided and maintained in accordance
with the requirements set forth in Section 4.10, 4.11 and 4.12 of the
IEI, \"Security Requirements\", and all other documents incorporated by
reference herein. In particular, the Financial Agent shall comply with
the Computer Security Act of 1987 (Public Law 100-235) and all
applicable standards and regulations established thereunder, as directed
by FMS. Additionally, the Financial Agent shall not publish or disclose
in any manner, without FMS' written consent, the details of any
safeguards either designed or developed by the Financial Agent pursuant
to this DFA or otherwise provided by FMS or other Federal agency. FMS
must notify the Financial Agent in writing that it has met all security
requirements prior to entering into an MOU or receiving any compensation
hereunder. FMS may amend such requirements from time to time as
necessary to protect the security, confidentiality and integrity of the
Treasury's collection systems and data and to maintain compliance with
all applicable laws and policies affecting lockbox collections.

G. [Privacy Act]{.underline}.

1.  The Financial Agent may be required to design, develop, operate or
    maintain a system of records on individuals or businesses to
    accomplish a government-required function that is subject to the
    Privacy Act of 1974 (5 U.S.C. § 552a), as amended (hereinafter,
    \"the Act\") and applicable Treasury regulations. Violations of the
    Act may involve the imposition of criminal penalties. Any
    information subject to the Act made available to the Financial Agent
    (or any contractor performing services for the Financial Agent in
    connection with this DFA) shall only be used for the purpose of
    carrying out the provisions of this DFA and any MOU, and shall not
    otherwise be divulged or made known in any manner to any person
    except as may be required by law.

2.  The Financial Agent shall inform its officers and employees (and any
    contractor officers and employees) to whom information is or may be
    disclosed of the penalties imposed under the Act for improper
    disclosure of information. For example, 5 U.S.C. § 552a(i)(1), which
    is made applicable to the Financial Agent by 5 U.S.C. § 552a(m),
    provides that any officer or employee of the Financial Agent who, by
    his /her employment or official position, has possession of, or
    access to, agency records, the disclosure of which is prohibited by
    the Act or regulations established thereunder, and who knowing that
    disclosure of the specific material is so prohibited, willfully
    discloses the material in any manner to any person or agency not
    entitled to receive it, shall be guilty of a misdemeanor and fined
    not more that \$5,000.

3\. The Financial Agent shall train all officers and employees (and any
contractor officers and employees) on the duties and responsibilities
imposed on them and the rights conferred on individuals by the Act and
Treasury regulations. The Financial Agent shall certify, in writing,
that all employees and contractor employees (or any future employees)
have received this training before they begin any tasks under which they
may gain access to any information subject to the Act. A certification
form for all training provided in support of this task order shall be
signed by each Financial Agent employee and contractor employee and
maintained on file by the Financial Agent. The Financial Agent shall
make these certifications available for reasonable review by FMS (or
other Treasury Department) personnel. The Financial Agent shall ensure
that information concerning the Act's requirements is posted in
appropriate places (including computer systems/databases) to continually
remind employees and contractor employees of their responsibilities
under the Act.

H. [Right to Examine and Audit]{.underline}. FMS, the Treasury Inspector
General's Office, and the General Accounting Office shall have the right
to conduct announced or unannounced, on-site security reviews and audits
of the Financial Agent's (and any contractor's) facilities, operations,
books and records related to the Financial Agent's performance
hereunder. Federal agencies for which the Financial Agent is performing
lockbox services shall also have the right to conduct such reviews and
audits.

I. [Access to Systems]{.underline}. To the extent required to carry out
a program of inspection to safeguard against threats and hazards to the
security, integrity, and confidentiality of data, the Financial Agent
shall afford FMS, its agents and contractors access to the Financial
Agent's facilities, installations, technical capabilities, operations,
documentation, records, and databases. If new or unanticipated threats
or hazards are discovered by either FMS or the Financial Agent, or if
existing safeguards have ceased to function, the party discovering such
problem shall immediately bring the situation to the attention of the
other party. If the Financial Agent requests that any FMS contractor
assisting FMS in the performance of an inspection sign a confidentiality
agreement, FMS shall require the contractor to sign the confidentiality
agreement attached as [Attachment E]{.underline} hereto. The Financial
Agent shall afford the contractor access if such confidentiality
agreement is signed.

J. [Continuity of Services.]{.underline} The Financial Agent recognizes
that the services provided under this DFA are vital to the U.S. Treasury
and must be continued without interruption, and that, upon the
expiration or termination of this DFA, FMS may designate another
Financial Agent to provide the services required hereunder. Upon
expiration of this DFA, the Financial Agent shall, unless otherwise
directed in writing by FMS, provide all transition services specified in
Section 4.9.4 of the Technical Requirements.

K. [Marketing]{.underline}. The Financial Agent understands and
acknowledges that it is designated for the purpose of providing lockbox
services only. This DFA does not designate or authorize the Financial
Agent to provide any other depositary, cash management, or financial
management service. The Financial Agent shall not market any other
financial services to Federal agencies without the prior written consent
of FMS to expand the scope of designation.

L. [Records Retention]{.underline}. The Financial Agent shall retain all
records in accordance with sections 4.9.5, 4.10 and 4.11 of the
Technical Requirements.

**VI. COMPLIANCE WITH APPLICABLE LAWS**

The Financial Agent shall, at all times, be in compliance with all
Federal, State and local laws applicable to its performance under this
DFA.

**VII. PRICING AND COMPENSATION** [\
]{.underline}

A.  [Method of Compensation]{.underline}. FMS will compensate the
    Financial Agent for services provided under this DFA in such method
    or methods as FMS deems appropriate in its sole discretion. The
    methods of compensation include, but are not limited to,
    compensating balances, direct payment, and Depositary Compensation
    Securities as offered and described in 31 CFR Part 348, or any other
    method upon which FMS and the Financial Agent mutually agree.
    Depositary Compensation Securities will work as follows: FMS will
    place a balance in a non-interest bearing time account with the
    Financial Agent which will be used to purchase Depositary
    Compensation Securities in amounts determined by FMS. The Financial
    Agent will be compensated for the services provided pursuant to this
    DFA by the interest earned on the Depositary Compensation
    Securities, which will be payable monthly. The principal amount of
    the Depositary Compensation Securities may be adjusted periodically
    to equate earnings with allowable compensation. The placing of the
    balance and the purchase of the Depositary Compensation Securities
    will occur in a single transaction and will be made in consideration
    of each other and the time balance account will mature on the same
    date as the security. Each party to the Depositary Compensation
    Security transaction (FMS and the Financial Agent) has the legally
    enforceable right to set off the amount owed to the other party with
    the amount owed by the other party. At maturity, the Depositary
    Compensation Security and the time account will be set off and net
    settled. The Depositary Compensation Securities will qualify as
    collateral for the time balance and cannot be pledged or used for
    any other purpose. Depositary Compensation Securities may not be
    redeemed prior to maturity unless approved by FMS. In the event FMS
    elects to compensate the Financial Agent through the use of
    Depositary Compensation Securities, each party agrees to perform all
    of its obligations with respect to each transaction, and failure to
    perform with respect to any obligation shall constitute a failure to
    perform with respect to all transactions. All payments and other
    transfers made by either party with respect to any transaction shall
    be deemed to have been made in consideration of payments and other
    transfers with respect to any other transaction.

B. [Pricing]{.underline}. The amount of compensation for all charges
shall be determined in accordance with the Pricing Schedule attached
hereto as [Attachment B]{.underline}.

C. [Option Period Pricing]{.underline}. If FMS exercises options under
Article XXI herein, the Financial Agent may request an adjustment in
pricing in accordance with IEI section 3.4.4.

D. [Compensation for Transition Services]{.underline}. The Financial
Agent will be compensated for all transition services in accordance with
Section 4.9.4 of the Technical Requirements.

E. [Compensation After Termination]{.underline}. If this DFA is
terminated pursuant to Articles XI or XVII, the Financial Agent shall be
compensated only for services received and accepted by FMS prior to the
effective date of termination. The Financial Agent shall not be
compensated for lost profits or business opportunities the Financial
Agent would have expected after the expiration of the term in which this
DFA is terminated.

F.  [FMS Execution of MOU Required For Compensation]{.underline}. FMS
    must be a party to any and all MOUs entered into pursuant to this
    DFA. The Financial Agent will not be compensated for any services
    performed pursuant to any agreement to which FMS is not a party.

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VIII. **TRANSFER OF AGREEMENT**

A. [Transfer or Assignment Prohibited]{.underline}. The transfer or
assignment of this DFA by sale, operation of law, or other means, is
prohibited and shall be considered a Default pursuant to Article X,
paragraph A, unless the conditions of the following paragraph B are met.

> B. [Surviving Entity in a Merger or Acquisition]{.underline}. The
> transfer shall not be considered a Default if:

1\. The successor financial institution's (SFI) interest arises out of
the transfer of all the Financial Agent's assets or the entire portion
of the assets involved in performing this DFA. (Examples include, but
are not limited to, sales of these assets with a provision for assuming
and transfer of these assets incident to a merger or corporate
consolidation);

2\. The SFI meets the class and eligibility requirements of a Depositary
and Financial Agent under 31 CFR Part 202; and

3.  The conditions of Article IX \"Mergers and Consolidation\" are met.

C. [Written Acceptance Required]{.underline}. No SFI shall be considered
acceptable to FMS to act as the Financial Agent under this DFA unless
FMS expressly sets forth its acceptance in writing to the SFI.
Notwithstanding paragraph B above, if FMS, in its sole discretion,
determines that it is not in the best interests of the United States to
accept the SFI, then FMS may terminate this DFA, pursuant to Article
XVII herein.

D. [SFI Bound by DFA]{.underline}. If FMS allows assignment of this DFA
to the SFI, the SFI shall assume all obligations, liabilities and
responsibilities and meet all conditions required of the Financial Agent
under this DFA and shall continue operations and performance without
interruption, unless otherwise directed in writing by FMS. In the event
of a default under this Article X, the SFI shall remain obligated to
perform pursuant to this DFA, unless FMS sends written notice that it
intends to terminate this DFA pursuant to Article XI.

E. [Cooperation of SFI]{.underline}. If the SFI is not acceptable to
FMS, the Financial Agent (or the SFI, as applicable) agrees to cooperate
and act in good faith in assisting FMS to ensure the smooth transition
of lockbox processing to the selected Financial Agent. All terms and
conditions identified under Article V, paragraph J, \"Continuity of
Services,\" shall apply.

**IX. MERGER AND CONSOLIDATION**

A. [Prior Written Notice to FMS]{.underline}. The Financial Agent shall
give written notice to FMS prior to the sale of the assets involved in
the performance of this DFA or the merger or consolidation of the
Financial Agent with another entity. Notice shall be delivered
simultaneously with notice to Federal banking regulators and prior to
such action becoming public knowledge, consistent with Federal laws and
regulations. FMS agrees to keep all such information confidential.

B. [Documents Relating to the Transaction]{.underline}. In the case of a
merger or consolidation involving the Financial Agent, promptly upon
FMS' request, the Financial Agent, or its SFI, shall furnish, or cause
to be furnished to FMS, true, correct and complete copies of all
agreements, documents and instruments relating to such merger or
consolidation, including, but not limited to, the certificate or
certificates of merger or consolidation as filed with each appropriate
Secretary of State and any documents required to be filed with any State
or Federal regulatory agencies having authority over the Financial
Agent's operations.

C. [Documents of Surviving Entity]{.underline}. FMS shall have the right
to examine documents of the surviving entity that FMS deems germane to
this DFA to determine whether FMS finds it to be an acceptable successor
under this DFA.

D. [Confirmation of Obligations]{.underline}. The SFI shall, immediately
upon the effectiveness of the merger or consolidation, expressly confirm
in writing, its obligation to perform hereunder.

**X. DEFAULTS**

The following constitute defaults under this DFA:

A. [Non-performance]{.underline}. The Financial Agent fails to duly
perform or comply with any of the obligations or conditions contained in
this DFA (including, but not limited to, any and all terms incorporated
by reference herein or any MOU), and, if applicable, such failure
continues beyond any time period granted to cure such failure.

> B. [Loss to U.S. Treasury]{.underline}. Any negligent, willful or
> reckless act of the Financial Agent or its contractors that results in
> a loss to the U.S. Treasury.
>
> C. [Breach of Fiduciary Duty]{.underline}. The Financial Agent
> breaches its fiduciary duty to the United States with respect to its
> agent responsibilities.

D. [Misrepresentation]{.underline}. Any representation made herein or
provided to FMS pursuant to the IEI was materially false, incorrect, or
incomplete when made.

E. [Insolvency]{.underline}. The Financial Agent becomes insolvent or
generally fails to pay, or admits its inability to pay, debts as they
become due or makes a general assignment for the benefit of any of its
creditors.

F. [Bankruptcy Proceedings]{.underline}. Any bankruptcy, reorganization,
liquidation, dissolution or other case and proceeding under any
bankruptcy or insolvency law is commenced in respect of the Financial
Agent.

G. [Appointment of Receiver]{.underline}. A receiver, trustee,
conservator or other custodian is appointed for any of the property of
the Financial Agent.

**XI. REMEDIES FOR DEFAULT**

A. [FMS Actions]{.underline}. FMS may take any or all of the following
actions in the event of a default, as described in Article X
\"Defaults\" above:

1\. [Terminate This DFA]{.underline}. FMS may revoke, in whole or in
part, this DFA and cease its performance hereunder. If this DFA is
terminated, the designation and authorization of the Financial Agent as
financial agent for purposes of general lockbox services under this DFA
is automatically revoked. If FMS terminates this DFA, the Financial
Agent shall cease all operations hereunder (including all services
performed pursuant to any MOUs) as of the effective date of termination
stated in the notification of termination. The Financial Agent shall
remain obligated to comply with Article V, paragraph J, \"Continuity of
Services\" herein.

2\. [Terminate an MOU]{.underline}. FMS may terminate one or more MOUs,
which FMS, in its sole discretion, determines should be terminated,
based upon the nature of the Financial Agent's default.

3\. [Revoke Financial Agent Status]{.underline}. FMS may revoke the
Financial Agent's designation as a depositary and financial agent for
the United States pursuant to 31 CFR Part 202. This DFA and any other
agreement with the Treasury requiring status as a depositary and
financial agent shall be deemed terminated as of the effective date of
such revocation.

4\. [Probation.]{.underline} FMS may place the Financial Agent in
probationary status while assessing the desirability of allowing the
Financial Agent to continue to perform essential banking services for
FMS under this DFA or any other agreement with FMS. During such
probationary time, the Financial Agent may not bid on additional FMS
services.

5\. [Future Work as Financial Agent]{.underline}. FMS may factor
information regarding any default hereunder when making any decisions
regarding future use of the Financial Agent for performance of financial
agent services, including, but not limited to, using such information in
the award of work pursuant to an invitation for expressions of interest
or other bid process.

6\. [Liquidate Collateral]{.underline}. FMS may liquidate collateral
pledged pursuant to 31 CFR 202.6.[\
]{.underline}

7\. [Determine Method of Compensation]{.underline}. If any default
should cause a loss to the United States Treasury, FMS may, in its sole
discretion, determine the means of compensating the Treasury for such
loss in accordance with Article XII, paragraph E herein.

B. [Optional Notice and Opportunity to Cure]{.underline}. Prior to
taking action under this Article XI, FMS may, but is not obligated to,
give the Financial Agent up to 30 calendar days from the date of
notification to propose, in writing, a plan and timetable to resolve any
deficiencies. The Financial Agent expressly acknowledges that FMS is
under no obligation in any case to give the Financial Agent an
opportunity to resolve the deficiencies before taking action under this
Article XI. To the extent that FMS, in its sole discretion, does give
the Financial Agent the opportunity to propose a plan and timetable to
resolve the deficiencies, the sufficiency of such plan and timetable
will be determined by FMS, in its sole discretion. If FMS makes the
determination that the proposed plan and timetable to resolve the
deficiencies are insufficient, FMS may take any action under this
Article XI that FMS deems necessary or advisable.

C. [Financial Agent's Obligations When DFA is Revoked]{.underline}. When
the Financial Agent's status as a depositary and financial agent for DFA
services is revoked, it shall provide transition services as required
and specified under Article V, paragraph J, "Continuity of Services,"
herein.

**XII. FINANCIAL AGENT LIABILITY**

A. [Liability]{.underline}. The Financial Agent shall fully reimburse
the Government for any public funds lost as a result of a breach of this
DFA. In addition, the Financial Agent shall reimburse the Government for
its costs and expenses associated with any such breach. The method of
determining and recovering these costs will be at the sole discretion of
FMS. The Financial Agent expressly assumes liability for the negligence,
recklessness, and/or willful misconduct of its officers, employees,
agents, contractors and temporary employees. In the event that a third
party brings a claim against the Financial Agent for actions it has
taken contrary to, or outside the scope of, this DFA, the Financial
Agent may not bring a claim, in any form or at any time, against
Treasury, its employees, or officers for the cost or liabilities
incurred by the Financial Agent defending or paying any such claim.

B. [Delay of Funds Availability]{.underline}. If any act on the part of
the Financial Agent (including its contractors) results in a delay of
funds availability, or other loss to the U.S. Treasury, the Financial
Agent shall fully reimburse the U.S. Treasury for the amount of such
loss. The liability for delays in funds availability equals the time
\"Value of Funds\" as more fully described in Volume V of the Treasury
Financial Manual. Notwithstanding the foregoing, the Financial Agent
will not be liable for the time Value of Funds on the amount delayed or
any excess costs if: (a) the funds transfer delay or failure to perform
arises out of acts of God (e.g. fires, floods, epidemics, quarantine
restrictions, and unusually severe weather), the public enemy, the U.S.
Government in either its sovereign or contractual capacity, or strikes
or freight embargoes; (b) the Financial Agent (or any of its
contractors) did not have use of the funds delayed or did not realize
unjust enrichment; and (c) the Financial Agent (or its contractors)
could not have prevented the delay of funds availability, or other loss
to the U.S. Treasury, by obtaining required services from other sources
in sufficient time to prevent or avoid such delay or loss.

C. [Costs Incurred for Obtaining Other Services]{.underline}. Revocation
of the Financial Agent's status as a depositary and financial agent
pursuant to the Financial Agent's default under this DFA may require FMS
to obtain other services similar to those required under this DFA. The
Financial Agent shall be liable to FMS for its reasonable costs incurred
obtaining such substitute services.

D[. Method of Collecting Reimbursement]{.underline}. After the formal
Disputes process set forth in section 4.9.3 of the Technical
Requirements has been completed, FMS will, in its sole discretion,
determine the method to make the party who lost value whole. The
preferred method of collection is by means of an adjustment to the
Financial Agent's compensating balance Treasury Time Balance (TTB)
account cumulative position. However, FMS has the discretion to collect
any monies due to FMS from the Financial Agent by means of a direct
payment to the Treasury's General Account at an FRB. The methods of
direct payment from the Financial Agent include, but are not limited to,
an ACH debit, receipt of a hard dollar payment, a charge against the
Financial Agent's reserve account at the FRB, and a liquidation of
collateral pledged to secure deposits of public money. In the event that
FMS directly bills the Financial Agent, the Financial Agent shall remit
the amount set forth in the Value of Funds Assessment decision. If the
Financial Agent fails to pay such amount within the time specified, the
Financial Agent shall be held liable for interest, penalties, and
administrative costs in accordance with the authorities codified at 31
U.S.C. § 3717 and 31 CFR Parts 5 and 900-904.

**XIII. REPAYMENT OF EXCESS FUNDS TRANSFERRED TO TREASURY**

In the event excess funds are transferred from the Financial Agent, FMS
will be liable to the Financial Agent for the time Value of Funds of the
excess so transferred, less any expenses incurred by FMS. FMS will not
charge expenses if the transfer was directed by FMS.

**XIV. NO WAIVER**

Failure on the part of FMS to insist upon strict compliance with any of
the terms, covenants and conditions hereof shall not be deemed a waiver
of such terms, covenants and conditions, nor shall any waiver or
relinquishment of any right or power hereunder at any one or more times
be deemed a waiver or relinquishment of such right or power at any other
time or times. No waiver shall be valid unless in writing and signed by
an authorized officer of FMS. No failure to exercise and no delay in
exercising, on the part of FMS, any right, remedy, power or privilege,
hereunder, shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers
and privileges herein provided are cumulative and not exhaustive of any
rights, remedies, powers and privileges provided by law.

**XV. RIGHTS TO SOFTWARE, DATA AND RECORDS**

A. [Rights to Program Software and Business Methods]{.underline}.

1\. Software Developed in Connection with this DFA. FMS shall have
non-exclusive, unlimited rights to software source and object code
developed in connection with the Financial Agent\'s obligations under
the DFA. \"Unlimited rights\" means FMS may use, disclose, reproduce,
prepare derivative works, distribute copies to the public, and perform
publicly and display publicly, in any manner and for any purpose, and to
have or permit others to do so.

2\. Other Software. With regard to any commercial off-the-shelf software
that is necessary to operate any general lockbox services pursuant to
this DFA, the Financial Agent shall ensure that FMS has limited rights
only to the extent such rights are consistent with the standard
licensing agreement for such software. \"Limited rights\" means that FMS
may: (a) use, or copy the software for use in or with the computer or
computers accessing the data or services provided under this DFA; (b)
reproduce the software for safekeeping or backup purposes; (c) modify,
adapt, or combine the software with other computer software, provided
that the modified, combined, or adapted portions of the derivative
software are made subject to the same limited rights.

3\. Ideas, Concepts, Design and Business Methods. FMS shall have
non-exclusive, unlimited rights in the ideas, concepts, design, and
business methods developed for performance of lockbox services pursuant
to this DFA. Immediately upon termination or expiration of this DFA, the
Financial Agent shall provide the databases, output formats and software
used in the performance of its obligations hereunder.

4\. The Financial Agent shall not charge any other agency or
instrumentality of the United States for any intellectual property to
which FMS has obtained unlimited rights pursuant to this Article XV.

B. Rights to Data and Records. Any records (including, but not limited
to, working papers and design documents) and data supplied to the
Financial Agent by FMS, or collected by the Financial Agent in
performance of this DFA, shall remain the exclusive property of FMS. The
Financial Agent shall not use, copy, or distribute such data or records
in any manner except as necessary for carrying out its responsibilities
under this DFA. Such data includes, but is not limited to, names,
addresses and other information about individuals and businesses making
payments to, or receiving payments from, the U.S. Treasury and software
which FMS supplies to the Financial Agent in connection with this DFA.
(See Article V, paragraph G of this DFA regarding Privacy Act
requirements.

**XVI. DISPUTES**

A. General. The parties agree that it is in their mutual interest to
resolve disputes by agreement. If a dispute arises from the
implementation or administration of this DFA, the parties will make all
reasonable efforts to resolve the dispute by mutual agreement.

B. Formal Dispute. If the dispute cannot be resolved informally by
mutual agreement, the dispute shall be resolved pursuant to Technical
Requirements section 4.9.3. The Financial Agent shall exhaust this
administrative remedy prior to commencing legal proceedings.

C. Obligation to Continue Performance. The Financial Agent shall proceed
diligently with performance of the services required by the DFA pending
final resolution of any dispute.

D. Other Remedies. FMS and the Financial Agent have the right to pursue
any and all available legal or equitable rights they may have
notwithstanding any written decision that results from the formal
dispute process.

**XVII. BEST INTERESTS OF THE UNITED STATES.\
**

A. FMS Actions. The Financial Agent acknowledges that the United States
must have complete control of public monies at all times. Therefore,
notwithstanding any other provisions of this DFA, when FMS, in its sole
discretion, determines such actions are necessary to protect the
interests of the United States, FMS may take the following actions even
in the absence of any of the conditions set forth in Article X
\"Defaults\":

> 1\. Terminate this DFA with 30 days written notice.
>
> 2\. Revoke the Financial Agent's status as a depositary and financial
> agent.
>
> 3\. Recall immediately any compensating balances placed with the
> Financial Agent.
>
> 4\. Call immediately any deposit securities prior to their stated
> maturity.

If practicable, FMS will give the Financial Agent up to fourteen (14)
calendar days notice before recalling the compensating balances and
deposit securities referenced in clauses 3 and 4 above; however, FMS
reserves the right in all cases to recall such balances and securities
immediately by providing only one (1) calendar day notice to the
Financial Agent.

B. Transition. If FMS terminates the DFA pursuant to this Article XVII,
FMS may designate another financial institution to provide the services
required hereunder. In such instance, the Financial Agent shall, unless
otherwise directed in writing by FMS, provide the all transition
services specified in the Technical Requirements.

**XVIII. MODIFICATIONS**

A. FMS' Right to Modify. FMS may, in its sole discretion, modify, add
to, or amend the general scope of, and terms and conditions for
providing, required services under this DFA, including incorporated
documents and requirements, by providing written notice to the Financial
Agent.

B. Adjustment to Compensation. If any such modification, addition, or
amendment causes an increase or decrease in the cost of, or the time
required for, performance of any service required by this DFA, FMS will
make an equitable adjustment in the service price or other terms of
performance, or both, and this DFA and any applicable MOU shall be
modified accordingly. If the Financial Agent realizes a savings in the
cost of required services as a result of the new procedures, operations,
or changes such savings shall be reflected in a downward adjustment to
the DFA Price Schedule.

C. Financial Agent Duty to Notify.

1\. Change in Cost of Services. If the Financial Agent regards any
communication from FMS to be a modification of the services required
under this DFA, the Financial Agent shall notify FMS, in writing, within
30 calendar days from the date that the Financial Agent receives such
communication. The Financial Agent must notify FMS if it realizes a cost
savings. Notwithstanding the preceding paragraph B, FMS will bear no
obligation to compensate the Financial Agent for any additional costs,
unless such notice is timely received. If the parties fail to agree to
any adjustment in price, FMS shall treat the request for a price
adjustment as a dispute, and it will be settled in accordance with
section 4.9.3 of the Technical Requirements.

2\. Software or Hardware Modifications. If any modification, addition,
or amendment, or other change requires software or hardware
modification, the Financial Agent shall provide FMS with written
notification at least 30 calendar days prior to the Financial Agent
authorizing any work. If FMS approves of the modification work, in
writing, the Financial Agent shall place an order for programming or
equipment with the vendor of its choice within 30 calendar days of FMS'
notice of approval.

**XIX. PROVISION OF DATA**

Prior to the expiration of this DFA, FMS may solicit financial
institutions to function as depositaries and financial agent for general
lockbox services. The Financial Agent shall provide essential activity
data and other information upon request. The Financial Agent may be
required to provide data to an independent firm to conduct a nationwide
mail study. The Financial Agent shall fully cooperate in all
data-gathering activities at no cost to FMS.

**XX. INITIAL TERM OF FINANCIAL AGENT AGREEMENT**

This DFA shall become effective as of the Effective Date, and shall
remain in effect for three (3) years (Initial Term), unless earlier
terminated pursuant to Articles XI, \"Remedies for Default," or XVII,
"Best Interests of the United States," herein.

**XXI. FMS OPTIONS TO RENEW**

A. FMS Options. FMS, in its sole discretion, shall have two (2)
successive options to renew this DFA for a period of two (2) years each
(Renewal Periods), which FMS shall exercise by giving written notice at
least thirty (30) calendar days prior to the expiration of the Initial
Term or the applicable Renewal Period. In the event FMS chooses to
exercise an option to renew, all requirements, terms and conditions
identified in this DFA and incorporated documents shall be effective for
the Renewal Period, unless otherwise modified by FMS. The pricing of
services for any renewal period are set forth in Section 3.4.4 of the
IEI.

B. Extension Beyond Renewal Periods. Notwithstanding any provision
herein to the contrary, FMS shall have the right to extend the term of
this DFA beyond the expiration date of the last Renewal Period, if FMS
determines that it is in the best interests of the United States to do
so. FMS shall exercise this right by giving the Financial Agent written
notice at least 60 calendar days prior to the expiration of the current
term of this DFA. In the event this right of extension is exercised by
FMS, all requirements, terms and conditions identified in this DFA,
including incorporated documents and requirements, shall be effective
for the term of the extension, unless otherwise modified by FMS. The
pricing of services for the extension period shall be as set forth in
IEI section 3.4.4.

C. Pricing Disputes. Any failure to reach an agreement on a proposed
price adjustment shall be resolved pursuant to the Disputes process set
forth in Section 4.9.3 of the Technical Requirements.

**XXII. NOTICES**

All notices required to be given herein shall be given to the following
contacts unless expressly stated otherwise herein:

To FMS (other than the ATO):

Director, Financial Services Division

Financial Management Service

401 14^th^ Street, SW

Washington, DC 20227

To the FMS ATO:

Director, Cash Management Directorate

Financial Management Service

401 14^th^ Street, SW

Washington, DC 20227

To the Financial Agent:

\[Contact Title/Office Information\]

**XXIII. MISCELLANEOUS**

A. Counterparts. This DFA may be executed in two or more counterparts
(and by different parties on separate counterparts), each of which shall
be an original, but all of which together shall constitute one and the
same instrument.

B. Third‑Party Beneficiaries. This DFA will inure to the benefit of and
be binding upon the parties hereto. No other person will have any right
or obligation hereunder, except for Successor Financial Agents as
described in Article VIII herein.

C. Headings. The headings herein are for purposes of reference only and
shall not otherwise affect the meaning or interpretation of any
provision hereof.

D. Officials Not to Benefit. No member of, or delegate to, Congress, or
resident commissioner, or other U.S. Government official, shall be
permitted to share in any part of this DFA, or to receive any benefit
arising from it.

E. Gratuities. The Financial Agent, its contractors or representatives
shall not offer or give a gratuity (including but not limited to
entertainment and gifts) to an officer, official or employee of FMS or
other bureau or unit of the Treasury Department.

F. Federal Law Applies. The parties agree that this DFA agreement will
be interpreted under Federal law, but not under the Federal Acquisition
Regulation, since it is not a procurement subject to the Federal
Property and Administrative Service Act (41 U.S.C. §§ 251-260). In the
absence of applicable Federal law, this DFA shall be interpreted
pursuant to the laws of the State of New York, without regard to its
principles of conflict of laws

G. FMS Not Liable for Acts Exceeding the Scope of Authority. FMS will
not be liable for any actions taken by the Financial Agent, which are
outside of the scope of authority contained in this DFA.

H. Binding Effect of Agreement. This DFA shall be binding upon the
Financial Agent and its successors and assigns.

**XXIV. DEFINITIONS**

Terms that are not defined herein are defined in Volume V, Chapter 3000,
of the TFM.

**Acceptance of Terms and Commitment**

The signing of this document by authorized officials forms a binding
commitment between FMS and the designated Financial Agent. The parties
are obligated to perform in accordance with the terms and conditions of
this document, any properly executed modification, addition, or
amendment thereto, any Attachment thereto, and any documents and
requirements incorporated by reference.

By their signing, the signatories represent and certify that they
possess the authority to bind their respective organizations to the
terms of this document, and hereby do so.

IN WITNESS WHEREOF, the Financial Agent and FMS by the following
officials sign their names to enter into this DFA.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date Director, Financial Services Division

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date Financial Agent Authorized Bank Official/Title

Attachments:

Attachment A: Invitation for Expressions of Interest (IEI), Section 4.0,
\"Technical Requirements\", including all amendments and modifications
thereto

Attachment B: Pricing Schedule

Attachment C: The Financial Agent's Response to the IEI, including its
Certification Statement

Attachment D: Draft Volume V, Chapter 3000 of the Treasury Financial
Manual

Attachment E: FMS Form Confidentiality Agreement

[^1]: As of the Effective Date of this DFA, the Draft Chapter 3000 of
    Volume V of the TFM, attached hereto as [Attachment D]{.underline}
    is incorporated by reference. Once the draft is finalized and
    published, the final, published Chapter 3000 shall be deemed
    incorporated by reference herein.