CC RES 2013-077 RESOLUTION NO. 2013-77
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO
PALOS VERDES APPROVING THE FORM CERTIFICATE OF DEPOSIT
ACCOUNTY REGISTRY SERVICE (CDARS) AGREEMENT THROUGH
PROMONTORY INTERFINANCIAL NETWORK AND THE CUSTODIAL
AGREEMENT, DIRECTING THE MAYOR TO EXECUTE THE CDARS
AGREEMENT AND THE CUSTODIAL AGREEMENT WITH MALAGA
BANK, AND DESIGNATING SIGNATORIES FOR IMPLEMENTATION OF
THE CDARS PROGRAM WITH MALAGA BANK.
WHEREAS, On March 6, 2012, the City Council of the City of Rancho Palos
Verdes ("City") directed Staff to develop a recommendation to diversify a portion of the
City's cash portfolio into the Certificate of Deposit Account Registry Service CDARS
program ("CDARS program") established by Promontory Interfinancial Network
("Promontory"), preferably selecting a local gateway bank; and
WHEREAS, staff has recommended, with the City Council's prior concurrence, that
the City enter into an agreement with Malaga Bank to participate in the CDARS program
and to select Malaga Bank as the gateway bank; and
WHEREAS, representatives of Promontory have prepared a proposed Agreement
between Promontory and the City whereby the City will deposit a portion of the City's cash
portfolio into the CDARS program, including a Certificate of Deposit Placement
Agreement, the form of which is attached hereto as Exhibit "A"; and to enter into a
Custodial Agreement, the form of which is attached hereto as Exhibit"B"; and for the City
to enter into these agreements with Malaga Bank as the custodial bank; and
WHEREAS, on December 3, 2013, the City Council reviewed the staff report and
the attachments thereto, including Exhibits "A" and "B";
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO PALOS
VERDES HEREBY FINDS, ORDERS AND RESOLVES AS FOLLOWS:
Section 1. The City hereby approves the form of the CDARS Deposit Placement
Agreement, attached hereto as Exhibit"A", and the Custodial Agreement, attached hereto
as Exhibit "B", to participate in the Certificate of Deposit Account Registry Service
program ("CDARS program") through Promontory Interfinancial Network ("Promontory");
and
Section 2. The Mayor of the City is hereby authorized and directed to execute
in the name of the City of Rancho Palos Verdes each agreement attached hereto as
Exhibit "A" and Exhibit "B", with Malaga Bank, to participate in the CDARS program,
subject to minor changes to the agreements that have been approved by the City
Attorney, the City's Financial Advisor and the Director of Finance and Information
Technology;
R6876-0001\1665969v1.doc
Section 3. The following officials are hereby each designated and appointed to
serve as signatories on behalf of the City of Rancho Palos Verdes on any accounts that
may be established with Malaga Bank necessary to implement the terms of, and in
accordance with, the CDARS Deposit Placement Agreement and Custodial Agreement:
(1) Carolyn Lehr, City Manager;
(2) Dennis McLean, City Treasurer/ Director of Finance & Information
Technology; and/or
(3) Carolynn Petru, Deputy City Manager
Section 4. The City Manager and City Treasurer of the City are each hereby
authorized and directed to execute all such other actions necessary to implement the
terms of the CDARS Deposit Placement Agreement and the Custodial Agreement with
Malaga Bank through the CDARS program.
PASSED, APPROVED AND ADOPTED THIS 3rd day of December.
. Mayor
ATTEST:
74, /dr //
City Clerk
State of California )
County of Los Angeles ) ss
City of Rancho Palos Verdes )
I, Carla Morreale, City Clerk of the City of Rancho Palos Verdes, hereby certify that the above
Resolution No. 2013-77 was duly and regularly passed and adopted by the said City Council at
a regular meeting thereof held on December 3, 2013.
(.4ez /24
City Clerk
R6876-0001\1665969v 1.doc
Resolution No. 2013-77
Page 2of2
CDARS® Deposit Placement Ag reement
You,the undersigned,and M a$a$ (referred to in Section 1,Your Relationship With Us
this agreement as we and"us")are entering into this agreement to set forth the terms (a)Agency and Custodial Relationship
and conditions under which we will assist you from time to Urns in placing your funds in We have entered into a contract with Promontory pursuant to which we WI use CDARS
time deposits with depository institutions(each an"Insured k eWubon")whose accounts to assist us In endeavoring to place your funds at other insured k siituUons that have also
are insured by the Federal Deposit insurance Corporation(`FDIC").Through an entered Into contracts with Promontory.Pursuant to our contract with Promontory,we will
arrangement with Promontory hterfinandal Network,LLC('Promontory'),we win adhere to Promontory's polcies and procedures in placing your funds.
endeavor to place your fiends in time deposits(`CDs")issued by Insured Institutions
through Promontory's Certificate of Deposit Account Registry Service*,or CDARS We win act as your agent in connection with the placement of you funds in CDs.As set
These CDs will be issued only in principal amounts that,when aggregated with interest to forth above,we wil place your funds through a CDARS Reciprocal Transaction unless
accrue over the tern of the CD,will not exceed the Standard Maximum Deposit insurance you agree to having your funds pieced through a CDARS One-Way Transaction.
Amount('SMDW)for depose of one depositor at one insured institution($250,000). Although we will act as your agent in connexion with the placement of your funds,
We also will act as the custodian with respect to your CDs pursuant to the custatal we are not acting as your investment adviser and have no obligation to advise you
agreement that we have separately entered Into with you(*Custodial Agreement").The of alternative investments available through CDARS or otherwise.Further,we make
terms of our custodial relationship with you are set forth in tie Custodial Agreement no representations with respect to the interest rates on deposits avalable on an
Funds held In accounts with us pending placement through CDARS or resulting from Order Date through us or through CDARS,and we may receive greater benefits
payments on CDs may be subject to the FDIC insurance limits applicable to those when we place your funds through one type of CDARS transaction than when we
deposits and therefore may not be fully insured by the FDIC'. do so through another type of CDARS transaction or than we would W you
instructed us to make a deposit other than through a CDARS transaction.
CDARS is a proprietary process owned by Promontory that reviews requests submitted
by participating financial Institutions.(e.g.,banks and registered broker-dealers)on behalf We will act as your custodian with respect to your CDs acquired through CDARS.We
of their customers to allocate the customers'funds to Insured Instituions for placement by have entered Into an agreement with The Bank of New York Mellon to act as our sub-
tle participating financial institution in CDs at those insured institutions rOrrders'). custodian with respect to the CDs for wMch we are acting as your custodian.No physical
Orders must be submitted by a specified date("Order Date'),and Promontory ell certificates evidencing the CDs will be issued.Each CD for which we act as your
process the Orders and propose allocations of funds to Insured institutions that are willing custodian(I)wit be recorded on the records of the insured hstitullon that issues the CD
to accept deposits on a specified"Order Allocation Date,"which currently Istria same as in the name of our sub-custodian,(h)will be recorded on the records of the sub-custodian
the Order Date.Your funds will be placed,and CDs will be issued to.you,on the in our name,and(Ill)wnl be recorded on our records in your name,all in a manner that
'Settlement Date,'which is the day after the Order Atiocation Date. will pemnit your CD to be FDIC Insured to the same extent as if you held it directly with the
Insured institution.The records of the sub-custodian win also identify you as the owner of
CDARS offers different types of transactions through which we may place your funds with the CDs based on information provided to The Bank of New York Melon by us.You will
Insured institutions.in a'CDARS Reciprocals,"Transaction,"we receive funds for deposit receive from us a written concoction of the issuance of your CDs and periodic account
from other participating financial institutions in an amount equal to the amount of funds statements that wit reflect your ownership of your CDs.The confirmation of CO issuance
that we have placed for you using CDARS one Settlement Date,and we do not receive a and the account statement(s)wit be the only evidence that you will receive of your .
fee.In a"CDARS One-Way'Transaction,'we do not receive funds for deposit,but we ownership of the CDs.You should retain the confirmation and the account stalement(s)
may receive a fee from one or more Insured institutions that received deposits using for your records.
CDARS on that Settlement Date.Funds that we place for you through a CDARS
transaction may be placed at an Insured institution without regard to whether the insured While we are acting as your custodian,(I)all payments with reaped to the CDs by the
Institution is participating in CDARS on that Order Date through a CDARS Reciprocal insured institutions that issue the CDs wit be made to us,and we will credit the funds to
Transaction or through a CDARS One-Way Transaction or otherwise.We will place your an account or accounts you maintain with us or disburse the funds pursuant to your
funds through a CDARS Reciprocal Transaction unless we notify you that we will instructions,and el)you can enforce your rights in the CDs through us.You may not
place your funds through a CDARS One-Way Transaction and you consent to our transfer the CDs directly to another custodian.Al your election,you may dismiss us as
doing so.If you wish to have us place your funds only through a CDARS custodian,and your ownership of a CD may be recorded in your name on the books of
Reciprocal Transaction,you may check a box provided for this purpose at the end the Insured institution that Issued the CD.It you choose to have the CD maintained in
of this Agreement.If you do not check this box we-will not place your funds your name on the books of the Insured hstituUon that rued the CD,you wil be able to
through a CDARS One-Way Transaction without your consent. enforce your rights in the CD directly against that Insured institution.
This agreement sets lorth important information about the placement process.By signing (b)Fees
this agreement you agree to be bound by Its terms each time:that you submit funds to us You will not pay a fee in connection with your placement of funds.it we place your funds
for placement Please read it carefuly.Some of the features of the CDs and the through a CDARS Reciprocal Transaction,we wit pay a fee to Promontory for using the
pin proms Ire: CDARS order allocation services and certain other services.If we place your futnds
through a CDARS One-Way Transaction,we and Promontory wit receive fees from one
•When we place your funds,you will be issued CDs by Insured Institutions that have or more Insured Institutions receiving deposits through CDARS in respect of that Order
entered into agreements with Promontory. Date.We may,in our discretion,waive corns oral of our fee,and Promontory may,ki its
•We will act as your custodan with respect to those CDs. discretion,waive some or all of its fee.We and Promontory may receive different fees
• The CDs issued to you by Insured Institutions will have the interest rates and-annual from different insured institutions in connection with the same transaction.
percentage yields('APY')you have agreed to with us.
• You wit not be charged a fee in connection with CD placements. (c)Limits on Placements
• You select the maturities and payment terms of your CDs from those that are available Although we,through our arrangement with Promontory,will endeavor to place your
through CDARS at the time that you submit your funds for placement funds,Promontory is not obligated to allocate Orders In a way that results in the
•You may designate any haired Institution as ineligible to receive your funds. ptacemeM of some or any of your funds.If any of your funds are not placed,the unplaced
• No secondary market for the CDs currently exists,but eery withdrawal of any CD your will be returned to you.You may ask us to submit a new Order for tune placement of
purchase will be available,subject to penalties that may be substantial. unpiaced funds on another Order Data Please review Section 2(b)concerning Imitations
In the CDARS allocation process.
' See Section 4(b)bebw bra description of FDIC Insurance coverage of funds held in account;with
us pendhg plaoemenlushgCOARS or resuNng tom payments on COs previously placed using
CDARS.
CDARS and Cerificeb of Deposit Account Registry Service are registered service marks and One-Way and Reciprocal are service marks of Promonbry hierihaneial Newwrk,LLC. 12t10b DI
Resolution No.2013-77
Exhibit A
Page 1 of 6
(d)Each CD Will Be an Obligation of the Issuer (c)CDARS Reciprocai Transaction
Each CD will be a deposit.obligation of the insured Institution that issued the CD and will When we notify Promontory that we wish to submit your funds for placement through a
not be,either directly or indirectly,our obligation or an obligation of Promontory.Your CD CDARS Reciprocal Transaction on an Order Date,we will agree to accept for deposit an
wilt not be issued until the issuing insured Institution receives and accepts your funds. equal or greater amount of deposits through CDARS. On the Settlement Date,CDs will
be issued to you and we will accept deposits placed by other participating institutions.
(a)APY Your funds may be placed at insured institutions that are submitting funds fa placement
N you are not a'consumer*for purposes of the Truth-in-Savings Act(rTSA"),or if our through a CDARS Reciprocal Transaction or at hsured institutions that have requested
communication will you in connection with your placement of funds through CDARS is deposits through CDARS with respect to the same Order Data When your funds are
not an"advetesemenr for purposes of TSA,we are not obligated to provide you with an placed through a CDARS Reciprocal Transaction,we may make or receive payments
APY on your CD& based upon the difference between the Interest rate we have agreed upon with you for
your CDs and the interest rate we pay on CDs that we issue to customers of other
(i)Mutual institution Voting and Subscription Rights insured Institutions.These payments MN be calculated pursuant toe formula that uses
a a CD is issued to you by an Insured lnstitudon that is formed as a mutual organization the projected volume-weighted average interest rate for deposits placed through CDARS
(Le.,the depositor;have an ownership interest In the organization)('Mutual institution") Reciprocal Transaofons on the same day your funds are placed.These payments are
for funds placed for you through COMB,you may reoeive through us a notice of a intended to provide us with the same interest cost on the CDs we issue to depositors of
meeting of the depositor members of that mutual institution.Because your CD will be other Insured Institutions through.a CDARS Redprocal Transaction as we would have
identified on the books of the Mutual hstffution in.the name of the subKustodlan and not incurred had we issued the CDs directly to you.
in your name,you will not be entitled to attend the meeting or vote by proxy.Under our
agreement with the sub-custodian,the sub-custodian w1N laward meeting notices to us My payments made or received by us,or fees received by Promontory,wet not change
(for delivery to you)but it will not attend the meeting or vote by proxy. the terms we have agreed upon with you for your CDs.
It is poscibte that the Mutual Institution also may send notice of its intention to convert to a (d)CDARS One-Way Transaction
stock institution,and provide for priority,nontransferable subscription rights for deposits On any Order Date,Promontory may receive commitments from insured Instikrtions
members of the Mutual Institution to purchase stock in the conversion. Because your CD wishing to receive funds through a CDARS One-Way Transaction. Based on these
will be identified on the books of the Mutual Institution In the name of the sub-custodian commitments,Promontory communicates to us the maximum amount of funds that can
and not in your name,you wet not be entitled to exercise any subscription right to be submitted for placement through CDARS One-Way Transactions in each CD maturity
purchase the stock,or to vote on the conversion.The sub-custodian will not purchase on that Order Date.Within the CDARS allocation procedures One-Way Transaction funds
any stook in the conversion. and Reciprocal Transaction funds are fungible,and One-Way Transaction funds may be
placed at insured hstltutlons that are submitting kinds for placement through COARS
Accordingly,if you wish to receive meeting notices directly,attend meetings and vote(to Reciprocal Transactions or that have requested funds for deposit on that Order Date.
convert from the mutual to stock form of ownership,form a mutual holding company or
otherwise)with respect to a CD you have acquired from a Mutual hsatution through If we place your•funds through a COARS One-Way Transaction,we will not receive
CDARS,or if you wish to receive subscription rights in the event the Mutual hstitudon deposits on the Settlement Date,and we will not make or receive payments as described
converts from mutual to stock form,you will have to dismiss us as custodian prior to the under"CDARS Reciprocal Transactions"above.Your funds may be placed at Insured
appicabie record date(a date usually at least a year in advance from the date the Mutual Institutions that are submitting funds for placement through CDARS Reciprocal
hstitubon's board of dorec tors adopts a plan of conversion)and have your ownership of Transactions a that have requested funds for deposit on that Order Date.
the CD recorded in your nano correctly on the books of the Mutual institution that issued
the CD. As set forth above,we and Promontory each will receive a fee when we place your kinds
through a CDARS One-Way Transaction,and we or Promontory may waive all or part of
this fee.
Section 2.Promontory
(a)General Any fees received by us or Promontory will not change the terms we have agreed to with
Promontory is not your agent and is responsible solely to us for performing the services you for your CDs.
for which we have retained it Promontory uses the proprietary process included in
CDARS to allocate Orders submitted on a specified Order Date by insured institutions to
other insured Institutions that are wiling to accept deposits through CDARS. Section 3. Placement Procedures
(a)Order Dates and Terms of CDs
On an Order Allocation Date,Promontory uses the CDARS allocation process to propose Each time you notify us that you wish to place funds through CDARS,we will inform you
placements of kinds with insured institutions wishing to receive funds,subject to your of(i)the available Order Dates,(ii)the CD maturities and payment terms available on
approval as set forth in the procedures described in Section 3 of this agreement each Order Date.('nil)the penalties that will be imposed on you for early withdrawal,(v)
('Placement Procedures').CDs for kinds placed through CDARS will be issued to you on any limits with respect to placing funds,and(v)whether we intend to submit the funds for
the business day Immediately following the Order Allocation Date(the"Settlement Date"). placement through a CDARS One-Way Transaction.
A'tusiness day'means any day other than a Saturday,a Sunday or a day on which
banks in New York,New York,are authorized or required by law or regulation to close. The terms and conditions available for CDs may change from time to tune. Each CD
issued by an Insured Institution will have a principal amount that,when aggregated with
In addition to the fees payable to it in connection with CDARS Reciprocal Transactions Interest to accrue during the term of the CD,will not exceed the SMDIA. You may obtain
and CDARS One-Way Transactions,Promontory may realize profits a incur losses in information about the terms of the CDs made available through CDARS on an Order Date
connection with the placement of your funds at one or more Insured institutions on the at wwsv.CDARS.com/products.
terms you have selected.
The interest rates and APYs for the COs we offer to obtain for you through CDARS will be
(b)Factors Affecting the CDARS Allocation Process agreed upon by you and us. For placements through CDARS Reciprocal Transactions.
Promontory is not obligated to allocate Orders. Furthermore,the allocation process the interest rate and APY we agree upon with you will reflect the interest rate and APY we
utilized by Promontory may reflect considerations of federal and state law,funding needs are willing to pay,after paying a fee to Promontory. For placements through COARS
of insured Institutions,general economic conditions,Promontory's objectives,or other One-Way Transactions,the interest rate and APY we agree upon with you wit reflect the
factors determined by Promontory in its sole discretion.Promontory may allocate the interest rate and APY that Insured institutions requesting funds through CDARS One-Way
placement of your hinds In a manner that enhances Promontory's profits without Transactions for that Order Date are wiling to pay alter paying fees to Promontory and us.
Increasing the interest rate available to you.
hterest on your CDs will compound daffy.Payment options may vary based on the
maturity of the CD.You may have the option with some CDs to choose between monthly
CDARS and Cerfica b of Deposit Account Regis by Service are registered service marks and One-Way and Reciprocal are service marks of Promonbry hferIinancial Network,LLC. 12/10b Di
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Resolution No.2013-77
Exhibit A
Page 2 of 6
payments of interest and payment of Interest at maturity,or other available interest exceed the SIAM Your remaining funds wil not be allocated on the Order Allocation
payment terms In addition,depending on the terms and conditions of a particular CD, Date. In such case,we wilt inform you of the amount of your funds that will not be placed,
you may be able to change the payment terms of the CD during the term of the CD. II and you may request that we resubmit an Order for your unplaced funds on another
you choose to have interest paid to you during the term of the CD,you may not be able to Order Date by repeating the procedure outlined above.
reinvest the interest you are paid at an interest rate as favorable to you as the interest
rate paid on the CD. Kin connection with any placement of your funds using CDARS,you eliminate a
proposed or proposed alternate Insured Institution In accordance with the above
Each CD will earn Interest from the day your funds are deposited at the Insured institution procedures,funds that you subsequently submit for placement will not be placed in that
that issues the CD up to,but not including,the day you CD matures.if the date on which insured institution until you notify us otherwise in writing.
a payment with respell to a CD is due is not a business day,that payment will be made
on the previous business day. (1)Your Consent to Placement
Your funds will not be placed unless you have consented to thee placement You will be
(b)Presumption of CDARS Reciprocal Transaction deemed to have consented to the placement of your funds at the proposed or proposed
We win submit an Order fora CDARS Reciprocal Transaction unless we inform you that alternate Insured institution as of the time specified in paragraph 4 of Schedule 2 If by
we wIN place your funds through a CDARS One-Way Transaction and you agree to our that time you
doing so. (I) communicate your approval to us;
(N) do not request the list of proposed and proposed alternate Insured indlutio ns
If you are a public funds depositor or a nonprofit institution submitting funds for placement from us;
and wish your funds to be placed only In a CDARS Reciprocal Transaction,please inform (BO request the list of proposed and proposed alternate insured Institutions from us,
us by checking the box at the end of this agreement but do not respond to the proposed list or
(iv) respond to the list of proposed and proposed alternate hsured institutions by
(c)List of Insured Institutions eliminating one or more of the Insured Institutions,in which case you MI be
Each time you notify us that you desks to place funds through CDARS,you may obtain deemed to have consented to the placement of your funds at those insured
from us a list of insured Institutions at which your funds may be placed. Not all of these Institutions that you have not eliminated.
Insured Institutions may be available to issue CDs with respect to an Order Date,and,
before the list is provided to you,we may have designated some Insured institutions as (g)Time by Which We Must Have Your Funds;Settlement of Transactions
inefgbie to receive funds from our depositors.You should review the list provided to you Unless we have made other arrangements,each time that you agree to a placement of
and inform us of the names)of any Insured bdtutlon(s)at which you do not want to funds under this agreement you also agree that,by the lime specified in paragraph 5 of
make a deposit,for any reason. At your option,you may also provide us with the names Schedule 2,you will have in a deposit account with us Immediately available funds,which
of insured Institutions not then on the list at which you do not want to make a deposit, , under applicable haw are irreversible and are not subject to any lien,claim or
Once you have Informed us of the name of an insured institution at which you do not want encumbrance,equal to the amount of funds you have informed us that you are seeking to
to make a deposit,your funds—whether submitted for placement through CDARS at the place. On the Settlement Date,your funds will be deposited at Insured Institutions,
time you sign this agreement or In the future—will not be placed at that hnstxed institution payments to be made in connection with the placement of CDs will be made,and the CDs
until you notify us In writi g that funds may be placed in the insured Institution.(For your will be issued.
conenience,at the time you sign this agreement you may indicate to us on Schedule 1
the names of Insured hsitutions at which you do not want to make a deposit.)Upon your (h)Additions and Early Withdrawal
request,we will obtain from Promontory the fist it maintains of insured knsblutions at No additions or amendments may be made to any CD. Insured Institutions Impose a ti
which you do not wish to make a deposit. As set forth below,you are responsible for penalty on withdrawal of a CD prior to its maturity.However,no penally wit be charged
monitoring your deposits at each Insured institution for purposes of FDIC insurance for early withdrawal upon the death of an kd'nrfdual who is the sole account holder or joint
coverage. account holder of the CO.Thls exception applies to an individual who is the named
account holder as well as an individual who is the sole current mandatory or discretionary
(d)Request for Placement of Funds Income beneficiary of a trust,hhcluding the sole current beneficiary of a unitrust or annuity
When you request that we place your funds using CDARS,we will submit an Order to trust.Written verification acceptable to the Insured Institution that issued the CD maybe
Promontory,which will Include the type of CDARS transaction,the Order Date,the required in such an event.We will inform you of the early withdrawal penalties applicable
amount of funds to be placed,and the terms(including interest rate and AP'Y)of the CDs to your CDs when you submit funds for placement. For a CD with a term of 4 or 13
you are seeking.The Order will be Ina form established by Promontory. In order for us weeks,the early withdrawal penalty is equal to 28 or 90 days,respectively,of sample
to submit an Order,you must provide us with all information required by Promontory no interest calculated at the CD rate. The penalties for early withdrawal of 4 or 13 week CDs
later than the time specified in paragraph 1 of Schedule 2. are equivalent to subetanhily all of the Interest that would have been earned over the full
term and will invade principal. For a CD with a berm of 26 weeks or longer,the early
(e)Approval of Proposed Placements withdrawal penalty is equal to simple interest calculated at the CD rate for approximately
We will not know the name(s)of Insured hstitu tion(s)at which your funds will be placed half the number of days in the full term.The penalties for early withdrawal of CDs with a
at the tune we submit!an Order. On each Order Allocation Date for wNch we submitted term of 26 weeks and longer are equivalent to half of the Interest that would have been
an Order,we will make available to you a Nat of the names of Insured Institutions at which earned over the full term and may invade principal.The current schedule of products
your funds are proposed to be placed,the proposed deposit amount at each Insured available and applicable early withdrawal penalties may be viewed at
hsttution and the names of proposed alternate insured Institutions at which your funds www.CDARS.cc mlpro du ts.
maybe placed.You may obtain that list from to on the Order Allocation Date at or after .
the lime specified in paragraph 3 of Schedule 2,and at any time prior to the time specified Pursuant to the Internal Revenue Code of 1986,as amended,the beneficiary of an
hi paragraph 4 of Schedule 2,you may notify us of the name or names of any of the individual Retirement Account('RA')(but not a Roth IRA)may incur a penalty if the
proposed or proposed alternate insured Institutions at which you do not want to make a beneficiary does not begin making withdrawals from the IRA after age 70-112 A CD held
deposit.Although you may direct us not to place funds at a proposed or alternate in an RA is not eligible for early withdrawal without penalty simply because the
proposed Insured insttution,you cannot direct us to place funds at a specific insured beneficiary must withdraw the CD to avoid a tax penalty.
Institution or spedfy the amount to be placed at any Insured Institution.
Early withdrawal of a CD may be made only in whole,not in part.You may request early
if you eliminate one or more of the proposed or proposed alternate Insured Institutions withdrawal by contacting us,at which time you may specify which of your CDs you would
from the Ilst,or if one or more of them becomes unavailable for placement for any reason, Ike us to withdraw. If you choose not to spedy which of your CDs to withdraw,early
your funds will be placed at the Insured Institutions that were not eliminated.If a suMcient withdrawals will be made using an automated process that generates random selection
number of proposed and proposed alternate Insured Insitutio ns are eliminated or become based on amount h general,early withdrawal proceeds will be available to you two
unavailable so that not all of your funds can be placed,only as much of your funds will be business days after we receive your early withdrawal request.
placed as can be deposited at the remaining insured Institutions in CDs with prindpal
amounts that,when aggregated with Interest to accrue during the term of the CDs,will not
CDARS and Carnal,of Deposit Account Registry Service are registered service modes and One-Way and Reciprocal are service marks of Promonbry hierinancial Network,LLC.. 1 2/10b DI
3
Resolution No.2013-77
Exhibit A
Page 3 of 6
Neither we nor Promontory will advance funds in connection with early withdrawals,and (c)Insolvency of an insured Institution
early withdrawal proceeds will not be available to you until they are paid to us by the In the event an Insured institution approaches insolvency or becomes insolvent,the
hsured Institution that issued the CD being withdrawn. Insured hetilution may be placed in a regulatory conservatorship or receivership in which
the FDIC is typically appointed as conservator or receiver.The FDIC may thereafter pay
(l)No Automatic Renewal or Rollover off the CDs issued by that Insured institution prig to maturity or transfer the CDs to
The CDs will mature on the date shown on the confirmation of CD issuance. Upon another insured depository institution.See Section 5 below,'FDIC Insurance
maturity,the principal amount of,end unpaid accrued interest on,the CD willl be paid to Information.'
you. The CDs MI not be automatically renewed or rolled over.and interest on the CDs
will not contnue to accrue after the maturity date. If upon maturity you wish to re-deposit (d)Reinvestment Risk
your funds in CDs through CDARS,you must Instruct us to re-submit the funds as a new if your CD is paid prior to maturity as a result of the issuing insured Institution's
placement or you must take advantage of our preauthortzed re-submission process as insolvency or a voluntary early withdrawal(see Section 3(h)above,`Additions and Early
described in Section 3(J). Withdraws),you may not be able to reinvest your funds at the same interest rate that you
received on the original CD.Neither we nor Promontory Is responsible to you for any bases
0)Preauthorized Re-submission you may incur as a result of a lower interest rate on an Investment replacing your CD.
At the time you submit funds to us for placement through CDARS,you may enter into a
written agreement with us to preauthorize terms for re-submission of those funds for (e)Investment Restrictions
placement through CDARS upon the maturity of your CDs.unless we have entered into If you we subject to restrictions with respect to the placement of funds in depository
such a written re-submission arrangement with you,If you wish to re-submit your funds Institutions,It is your responsibility to determine whether the placement of your funds by
upon maturity of your CDs you must contact us before we-re-submit your funds through us using CDARS satisfies those restrictions. For example,when pledng funds for deposit
CDARS to establish the new terms(including interest rate and APY)and the other using CDARS,some governmental unit depositors may be required by law a policy to
spedtics of your Order for your re-submitted funds. place funds only using a CDARS Reciprocal Transaction,In which the institution placing
the funds for deposit using CDARS receives funds for deposit in an amount equal to the
(k)No Physical Certificates. amount of funds that was placed.by the depositor using CDARS with respect to the
As set forth in Section 1,no physical certificate evidencing a CD will be issued.You corresponding Order Date.When we place funds for deposit using a CDARS One-Way
should not purchase a CD through CDARS if you need to take physical possession of a Transaction,we will not receive matching funds using CDARS.
certificate.
Section 5.FDIC Insurance Information
Section 4.Important Considerations (aI Deposit Insurance Coverage
(a)Compare Features In general,and except as explained in Section 4(b)above,all accounts and deposits that
You should compare the rates of retum and other features of a CD to other evadable you maintain with an hsured hstitution in the same insurable capacity(whether you are
deposit accounts before deciding to purchase CDa using CDARS.Although the CDs are acting directly or through an intermediary)would be aggregated for purposes of the
issued by other insured k slitutions,the rates of interest paid on the CDs are determined SMDIA. Insurable capacities include individual accounts,joint accounts and Individual
by us based on(1)the interest rates and APYs we are willing to pay on deposits that we retirement accounts.A.tax identification number is not evidence of,and does not
accept through CDARS on the Settlement Date if your funds are placed by us through a establish,an insurable capacity that is separate from another taco Identification number
CDARS Redprocal Transaction)or(ii)the interest rate and APY that hsured institutions used by the same person or entity.Upon request,we will provide you with a copy of the
that have requested funds through CDARS One-Way Transactions for that Settlement FDIC brochure'Your Insured Deposits—FDIC's Guide to Deposit insurance Coverage'
Date are willing to pay after paying fees to Promontory and us(if your funds we placed by You may also obtain information about deposit insurance coverage by contacting the
us through a CDARS One-Way Transaction).These rates may be higher or lower than FDIC,Office of Consumer Affairs,by letter(550 17th Street,N.W.,Washington,D.C.
the rates on CDs available through a CDARS One-Way Transaction(if we are 20429),by telephone(877475.3342,800-925-4618(TDD)or 202-942-3100),or by e•
placing your funds using a CDARS Reciprocal Transaction)or a CDARS Reciprocal mail(doaintemet@foic.gov),or by visiting the FDIC website at www.fdic.gov.You may
Transaction(if we are placing your funds using a CDARS One-Way Transaction)or wish to seek advice irom your own attorney concerning FDIC insurance coverage of
on comparable deposits available directly from us,from Insured institutions that deposits held in more than one capacity.
issue the CDs using CDARS,from other Insured Institutions,or from insured
depository institutions not participating in CDARS. FDIC deposit insurance coverage applies to the principal and accrued interest on all CDs
and other deposit accounts maintalned by you In the same insurable capacity al a single
(b)Uninsured Deposits With Us Insured institution.The records maintained by the Insured institution,us and our sub-
(I) Except for funds you hold In certain noninterest-bearing transaction accounts as custodian regarding ownership of CDs will be used to establish your eligibility for federal
explained in paragraph(II)below,funds you hold in one or more deposit accounts deposit Insurance payments in respect of CDs issued through CDARS.Accordingly,it Is
with us before placement using CDARS,or as a result of payments of Interest or necessary that you Immediately report to us any changes In the CD ownership
principal on CDs previously placed using CDARS,will be aggregated for FDIC Information that you originally provided to us in connection with the submission of your
insurance purposes with all other deposits you hold in deposit accounts with us in Order.We Mil Inform the sub-custodian of any changes in ownership of the CD,thereby
the same insurable capacity.As a result.the FDIC may not fully insure such assurIng that.the sub-custodian will have accurate Information to provide to the FDIC In
funds If the aggregate amount exceeds the SMDIA.You should discuss with us the event of the closure of the Insured institution that issued the CD.However,the FDIC
the options for holding your funds before placement and for having the payments could require you to provide additional documentation before insurance payments would
on the CDs deposited with us or elsewhere. See Section 5 below,'FDIC be released to you.
Insurance Information." If you cannot accept the risk associated with uninsured
deposits in these or other circumstances,it will be your responsibility to make (b)Government Unit Deposits
arrangements with us to have such funds collateralized,protected by a properly The requirements for deposit insurance coverage of the deposits of the United States
executed repo sweep arrangement,or otherwise adequatoiy protected,in a government,state,county and municipal governments and their political subdivisions;the
manner consistent with appicable law.You should consult your legal advisor to District of Columbia and the Commonwealth of Puerto Rico are spedlically set forth in
determine whether a particular cdlateralizalion arrangement is consistent with regulations of the FDIC(12 C.F.R.330.15). In general,and except as explained in
applicable law. Section 4(b)above,such deposits wil be insured up to the SMDIA,and individual
01) From December 31,2010,through December 31,2012,the FDIC win fully insure departments and political subdivisions within a governmental unit may be eligible for
funds you hold in a noninterest-bearing transaction account with us,without separate insurance if certain requirements are met.The use of separate tax identification
regard to the SMDIA,if(A)Interest is neither accrued nor paid on the account,(B) numbers by different departments or political subdivisions of the same governmental unit
the account is one from which we porn*you to make withdrawals for the purpose will not by ksetf cause the deposits of such departments or political subdivisions to be
of making payments or transfers to third parties,and(C)we do not reserve the eligible for separate FDIC insurance.
right to require advance notice of an intended withdrawal from the account.
CDARS and Cerbicatr of Deposit Account Registry Service are regislered service marks and One-Way and Reciprocal are service marks of Promonbry Intsrfinancial Network,LLC. 42/i0b DI
4
Resolution No.2013-77
Exhibit A
Page 4 of 6
fi is the obligation of each governmental entity to determine whether the requirements for applicable law,mule,regulation or judicial order,and(c)the FDIC in connection with a
deposit insurance have been met. Neither we,Promontory,nor the insured Institutions daim for deposit Insurance on your CDs.The information will not be disdosed to other
issuing CDs to you are responsible for uninsured losses resulting from placement of fonds insured institutions except as set forth herein and will not be used by Promontory,our
that we not eligible for deposit Insurance. sub-custodian,or any other parties to whom we release the infonnafion for cry other
purpose except as set forth herein a directed by you.Nothing in this section shat be
(c)Deposit Insurance Payments deemed to prevent us from disclosing information to a third party if required by law.
in the event that deposit insurance payments become necessary for your CDs,the FDIC
is required to pay the original principal amount plus accrued interest to the date of the
closing of the relevant Insured Institution,as prescribed by law,subject to the limits on Section 8.Disputes
FDIC deposit insurance coverage. No interest is earned on deposits from the time an My disputes arising out of or in connection with this agreement will be governed by the
insured Institu don is closed until Insurance payments are received.We will notify you it dispute resolution,arbitration,choice of law,venue,waiver of jury trial,and costs related
we receive any payments from the FDIC with respect to your CDs. to dispute provisions,If any,contained in your Custodial Agreement with us under which
weed as custodian for your CDs.
As an alternative to a direct deposit insurance payment from the FDIC,the FDiC may
transfer the Insured deposits of an insolvent institution to a healthy Institution. At that time
you may be permitted to withdraw your funds from the transferred account without an Section 9.Miscellaneous
early withdrawal penalty.Subject to insurance verification requirements and the limits on Any krfonnation we are required to deliver to you pursuant to this agreement maybe
FDIC deposit insurance coverage,the healthy institution may assume your CD under its given to you by mall,facsimile a other electronic transmission.
original terms or offer you a choice between either receiving early payment of the CD
without penalty or maintaining the CD at a different rate, !f you choose to accept a new Except as otherwise provided herein,this agreement:
Interest rate on the CD you must terminate your custodial relationship with us with respect • constitutes the entire agreement between us relating to the placement of deposits
to that CD and establish the CO directly with the acquiring Institution.Thereafter,you will through CDARS and the other matters contained herein,
have no relationship with us with respect to the CD and will receive payments on the CD • superseder all prior contracts or agreements relating to the placement of funds
directly from the acquiring institution.We will advise you of your options in the event of a through MARS,whether oral or written,and
deposit transfer. • may not be amended by any oral representation made or oral agreement reached
after the execution of this agreement.
As with at federally Insured deposits,if it beoames necessary for federal deposit
insurance payments to be made on the CDs,there is no spedtlo time period during which We may amend this agreement or any related document prospectively by modifying or
the FDiC must make the insurance payments available.Neither we nor Promontory will rescinding any of its existing provisions or by adding any new provisions at any time by
be obligated to make any payments to you in satisfaction of a loss you might incur as a sending written notice of the amendment to you.As provided in Section 301),no additions
result of(i)a delay in insurance payouts applicable to a CD,(I)your receipt of a or amendments may be made to any CO. We will provide written notice of an
deceased Interest rate on an Investment replacing ng a CD that is repaid prior to its amendment to this agreement by means of a letter,an entry on your account statement or
scheduled maturity,or(ill)payment in cash of the principal and accrued interest of a CD other means.Any amendment will be effective as of the dale established by us in the
prior to maturity in connection with the Nqutdaton of an Insured institution or the written notice of the amendment,subject to applicable law,provided that any amendment
assumption of all ore portion of h deposit liabilities.Also,neither we nor Promontory will may not become effective until ten days ater the written notice has been sent by us.
be obligated to advance funds to you prior to payment from the FDIC.
This agreement is not assignable,in whole ar in part.by either arty except by operation
of law or as required by law.
Section 6. Responsibility to Monitor Deposits at insured Institutions;Publicly
Available Information The headings in this agreement are inserted for convenience and identification only,and
Funds we submit for placement on your behalf on any Settlement Date are placed in CDs we not intended to describe,interpret,define or limit the scope or intent of this agreement
at enough different Insured Institutions to prevent the principal amount and any interest to or any clause hereof.
accrue over the term of each CD placed on that Settlement Date from exceeding the
FDiC insurance limit. It is your responsibility,however,to monitor the total amount of (remainder of page intentionaly left blank)
deposits that you hold with each insured Institution in order for you to determine the
extent of FDIC deposit insurance coverage available to you on deposits at that Insured
institution,including the CDs issued through CDARS. See Section 5 above,'FDIC
Insurance Information,"for more information on FDIC insurance coverage.The Insured
Institution at which a deposit is made is responsible for the full amount deposited with it,
and neither we nor Promontory is responsible for any Insured or uninsured portion of any
CD or any other deposit.
Publicly available financial information concerning the proposed and proposed alternate
Insured institutions can be obtained by you at the website of the National Information
Center of the Federal Reserve System maintained at www.flec.govinicl. Neither we nor
Promontory guarantees the financial condition of any insured Institution or the accuracy of
any publicly available financial information about the Insured Institution.
Section 7.Confidentiality of Information
We will provide your name,tax identification number and other pertinent identifying
information to Promontory,our sub-custodian,and other parties providing services in
connection with the placement of your funds and the issuance and holding of your CDs.
We may also release such information to(I)an insured institution that has issued a CD to
you,but only to the extent necessary to comply with any ale law,rube,regulation or
a judidal order,and(lI)the FDIC in connection with a claim for deposit insurance on your
CD.You hereby consent to the release of that informaticn to and its use by(a)
Promontory,our sub-custodian,and other parties providing services in connection with
the placement of your funds and the issuance and custodying of your CDs,(b)insured
institutions that have issued CDs to you to the extent necessary to comply with any
MRS and Cerbibab of Deposit Account Registry Service are registered service marks and One-Way and Reciprocal am service marks of Prvrronbry hterfnancial Networt,LLC. 12i1 Ob Di
5
Resolution No.2013-77
Exhibit A
Page 5 of 6
By signing below,you acknowledge that you have received this agreement,that the SCHEDULE 1
information you have provided us is correct,that you have read and understood this
agreement and that you were given the opportunity to ask us any questions you may INITIAL UST OF INSURED INSTITUTIONS AT WHICH YOU DO I_QT WANT TO MAKE
have had with respect to this agreement,the transactions contemplated by it,the CDs A DEPOSIT(ATTACH ADDITIONAL PAGES AS NECESSARY)
and FDIC insurance coverage of the CDs and deposits maintained with us.
Please include the city and state of the institution's main office(rather than the dty and
® Check this box if you are a governmental unit or other depositor and wish state of a branch location).You may include the institution's routing number and/or FDIC
yourfunds to be placed only through CDARS Reciprocal Transactions. certificate number,if you have this information.
DEPOSITOR(S) Bank of the West
• Narne of Institution City and State
Name of Depo: ' I,&1'1, os Verdes% Bank of America
By ~ rawsir d.LOZ AI., Name of institution City and State
Nam McLean ■��
me:
Tide: City Treasurer
Depositor U.S.Tax D:
95-2867872
Name of hsdtulioon Gty and State
Tax ID Type: TIN
If you do not have a U.S.Tax D.enter an alternate ID':. Name of institution City and State
Alternate D Type:
e07,41 / Name of tnstkution City and State
Signed this day of ,20.
Name of Institution City and State
Narne of Depositor:CttY of Rancho Palos Verdes
BY: Name of institution City and State
Name: Carolynn P
Title: Deputy City►Manager .+_ Name of Institution City and State
Depositor U.S.Tax D: 95-2867872
Tax D Type: TIN Name of Institution City and State
If you do not have a U.S.Tax D,enter an alternate ID'
Alternate D Type:
Name of Institution City and State
Signed this, i day of .20 175 SCHEDULE 2
IMPORTANT TIMES AND DEADLINES iN CONNECTION WITH THE PLACEMENT OF
DEPOSITORY INSTITUTION YOUR FUNDS
•
Malaga Bank FSB This schedule contains important times and deadlines with respect to the placement of
Print Name of institution) your funds.These times may change from time to time or on any particular Order Date or
( ) Order Allocation Date(which are currently the same business day),and we will inform
you of any change in times,as applicable,before you submit your funds for placement
By You may also obtain information about any changes to times set forth in paragraphs 2,3
Sachs b and 4 below or about any scheduling change resulting in the Order Aitocabon Date taking
Name: ars, - 4 - place on the business day immediately following an Order Date at
Tide: Vice President/Branch Administrator www,CDARS.com/products.
Acknowledged this day of ,20 I. Tune and day by which your request to have your funds placed must be submitted:
on
2.Time and day by which we must submit your Order to Promontory:
1:00 p.m.ET on the Order Date.
3, Time and day at or after which you may obtain the list of names of the Insured
institutions at which your funds are proposed to be placed:
3:00 p.m.ET on the Order Allocation Date.
4.Time and day by which you must inform us of the name or names of any proposed
insured Institution at which you do not want to make a deposit:
If you do not have a U.S.Tax ID you must use this same alternate ID for all CDARS 4:00 p.m.ET on the Order Allocation Date.
transactions with ail institutions. If you subsequently obtain a U.S,Tax ID you must
promptly inform us and other institutions so that your correct information can be recorded 5.Time and day by which we must have your available funds on account
for tax reporting.CDARS document tracking and FDIC purposes. on_ .
CDARS and Certificate or Deposit Account Registry service are registered serve marks and One-Way and Reciprocal are service marts or Promonbry Intertnancial Network,LLC,• 12/10b DI
8
Resolution No.2013-77
Exhibit A
Page 6 of 6
Custodial Agreement
GENERAL AGREEMENT FOR CUSTODY OF CERTIFICATES OF DEPOSIT FOR You may honor any legal process that is served personally,by mall,or by facsimile
INONIDUAL(S),TRUSTS,BUSINESS ENTITIES AND OTHERS transmission at any of your offices or an office of your agent(including locations other
than where the funds,records or property sought is held),even if the law requires
To: (Depository institution) personal delivery at the office where the undersigned's aocoun t or records are
Malaga Bank FSB maintained.
27450 Hawthorne Blvd.
Rolling Hills Estates,CA 90274 You shall have no liability to the undersigned for any action taken or omitted by you
hereunder in good faith.
Please hold in safekeeping,and act as cusbdian with respect to,all lime deposits
including,but not limited to,certificates of deposit(all such time deposits will be referred The undersigned agrees to indemnify you and your nominees against,and b hold you
to herein as'CDs')issued pursuant to the CDARS Deposit Placement Agreement and them harmless from all expenses(including counsel fees),liabilities and claims
between you and the undersigned for finds of the undersigned placed through the arising out of the holding,delivery or transfer of the CDs and compliance with any legal
Certificate of Deposit Account Registry Serviced, It is agreed between us as follows: process that you believe(correctly or otherwise)to be valid.The undersigned agrees to
pay any service charges imposed by you on this custodial account.
For purposes of Article 8 of the Uniform Commerdal Code as adopted In 1994
you will act as the undersigned's secures intermediary with respect to,and will treat as This agreement maybe terminated at any time at the option of either party,provided,
financial assets,any CDs you hold for the undersigned. however,that any termination by you will not become effective until the end of the term of
any CD in your safekeeping at the time you ratify the undersigned of your intention to
You are authorized to cdledt for account of the undersigned all interest and other terminate this agreement.
payments of income or principal pertaining to the CDs unless they are payable directly to
the undersigned;to surrender for payment maturing CDs and those called for redemption; DEPOSIT ACCOUNT TITLE A
to endorse on behalf of the undersigned for the above purposes all checks and other : , ,. , . City of Rancho Palos Verdes
instruments requiring endorsement;to cause the CDs to be registered in your name or in
the name of your nominee if you consIder it desirable;to deliver or transfer the CDs to $ "�
another account with you as the undersigned may from time to time instruct;to receive ovic
the CDs for account of the undersigned;to place orders for the purchase of the CDs,on 'now yort ity of Rancho Palos Verdes
the instructions of the undersigned and to pay for fie same provided the undersigned has
funds on deposit with you or arranges to make funds available in advance for such
purpose;and to execute and deliver or file on behalf of the undersigned all appropriate Signed this day of ,20.
receipts and releases and other instruments,Including whatever certificates may be
required from custodians or maybe necessary to obtain exemption from taxes and to Na, -, ,!!, • . City.of Rancho Palos Verdes
name the undersigned when required for the purpose of the instrument. )
instructions may be given orally or in writing.The following are authorized to give Name: Dennis I'd
instructions on behalf of the undersigned.(Check all that apply.) T{tle: City Treasure=
The undersigned(individual or partnership).
Signed this&A day alibaa- .20.a
DEPOSITORY INSTiTUTION
My of the following individuals. (List names and legal capacities,)
Carolyn Petru,Deputy City Manager Malaga Bank FSB
(Print Name of Instrlution)
Any of the following officers and their respective successors in office.(List
names and their titles.) By: ..
Dennis McLean,City Treasurer Name: Sadie QJiartk
Title: Vice President/Branch Administrator
Acknowledged this of 20
The undersigned,or the undersigned's account,is one of the following:
(NOTE:If the depositor is a corporation,the following certificate should be sued by an
M individual IIIIIIIIIIIII Custody(including guardian,agent, appropriate officer cite depositor other than the one signing the form of custodial
Joint nominee or conservator) agreement.)
M Sole Proprietorship , , �Payable Upon Death Account
Partnership Irrevocable Trust i. Carla Morreale
M Corporation "ter Other __ Cler title of office)of the above named corporation
i'i Public Unit Depositor signing the foregoing custodial agreement,hereby certify that 1 am personally familiar
with all instruments and records relating to the organization and.ceration of the
may comply with any writ of attachment,execution,garnishment,tax levy,restraining
corporation and the meetings and proceedings of its stockholders and all boards and
You
ing committees entrusted with authority in the management of its affairs;by corporate action
order,subpoena,warrant or other legal process that you believe(correctly or otherwise) taken in conformity with such instruments and records agd,eppaartng from said records to
to be valid.You may notify the undersigned of such process by telephone,electronically be still In force,the foregoing custodial agreement was bi4t(orized to be signed and
or in tirriting. If you are not fully reimbursed for your records,research,photocopying and delivered on behalf of said corporation;arad '&the*sons signing on butt of said
handling costs by the party that served the process,you may charge such costs to the corporation is the qualified h• - • the a gk+ opposite his/her signature lad was
undersigned's account,In addition to any minimum fee you charge for complying with authorized to sign i :id dial: ent ntbet capa It .
legal processes. ;
1", • • • . • -
Signature: , /
•
•• S �... f.•
CDARS and Cerihccate or Deposit Account Regisry Service are registered service marts and one-Way and Reciprocal are service marks of Promonbry hteea andel IJetlmoit,LLC, 12/1Qb.01 A-1
.ti.
Resolution No.2013-77
Exhibit B
Page 1 of 1