RPVCCA_CC_SR_2014_02_04_03_Banking_Services_Bank_Of_The_WestCITY OF RANCHO PALOS VERDES
MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
REVIEWED BY:
HONORABLE MAYOR AND MEMBERS OF THE CITY COUN~
DENNIS McLEAN, DIRECTOR OF FINANCE & INFORMATIO
TECHNOLOGY
FEBRUARY 4, 2014
BANKING SERVICES -BANK OF_~!?JWEST
CAROLYN LEHR, CITY MANAGERtJy_
RECOMMENDATION
1) Adopt Resolution No. , A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF RANCHO PALOS VERDES AUTHORIZING THE MAYOR TO EXECUTE THE
UMBRELLA AGREEMENT FOR GENERAL BANKING SERVICES WITH BANK OF
THE WEST AND DESIGNATING SIGNATORIES FOR IMPLEMENTATION OF THE
UMBRELLA AGREEMENT, and
2) Approve and direct the Acting City Manager to sign the proposed Exhibits to the
Umbrella Agreement between City and Bank of the West.
BACKGROUND AND DISCUSSION
Staff has attached the proposed Umbrella Agreement with Bank of the West for Banking
Services (the "Umbrella Agreement") for approval by the City Council that would enable
the transfer of its commercial banking activities from Bank of America to Bank of the West,
as decided by the City Council at its special meeting of June 1 , 2013.
June 1, 2013 -City Council Approve the Staff Recommendation to Select Bank of
the West for Banking Services
Bank of America has provided general commercial banking services to the City for more
than 18 years, including checking, Automated Clearing House (ACH) services and
associated or related services (i.e. stop payment orders, currency and coin handling, night
depository services, etc.). On June 19, 2012, the City Council adopted Policy No. 43:
Banking Services Procurement, establishing the City's written policy for evaluation, the
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BANKING SERVICES -BANK OF THE WEST
February 4, 2014
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competitive process and the procedure for reporting its findings to the City Council. After
the completion of a competitive process in compliance with Policy No. 43, the City Council
selected Bank of the West on June 1, 2013 and directed Staff to begin contract
negotiations. Additional information regarding the competitive process was provided in
the staff report to the City Council, dated June 1, 2013 that is attached to this staff report.
GFOA Best Practice for Procurement of Banking Services
The City has established best practices for banking in accordance with the guidance
offered by the Government Finance Officers Association ("GFOA"), including the GFOA's
Best Practice for Procurement of Banking Services (attached) that refers to another
GFOA publication: "Banking Relations: A Guide for Governments, Nicholas Greifer,
GFOA, 2004." The City's Financial Advisor, Tim Schaefer of Magis Advisors, has directed
the City's attention to several important recommendations from the 2004 Guide. Because
the 2004. Guide is in book form, and consists of more than 250 pages, it is not attached
to this staff report. (A copy of this work is available for review in the City Treasurer's
office.)
In Chapter 6 of the above book [the 2004 Guide], the authors offer the following
commentary with respect to standardized contracts: "All banks have standardized
contracts required for each of the services utilized by governments. While certainly
convenient, these contracts are designed primarily for the benefit of the bank, not
the government that would use the service. GFOA cautions governments to
avoid inadvertently waiving their rights by agreeing to boilerplate language in
contracts." [Emphasis added]
The above Chapter goes on to say, "In addition, language in the primary banking
contract should be defined so that it clearly takes precedence over the sub-service
contracts whenever a conflict arises. It is easier to negotiate one main contract
with key provisions important to the government, than try to modify each of
the services contracts. Language in the main contract must clearly show the
precedence feature." [Emphasis added.]
Finally, the book offers the following advice with respect to indemnification, "Many
governments are beginning to take the position that they cannot indemnify banks
because of state or local statutes, or policies that prohibit indemnification. . ..
Banks are frequently unwilling to change standard indemnification contract
provisions. Indeed, some banks will not even bid on providing services. If they are
aware of the indemnification issue, or they may refuse to enter into a contract."
[Emphasis added]
Proposed Umbrella Agreement between City and Bank of the West -Significant
Economic, Legal and Risk Management Issues
The proposed Umbrella Agreement (a master agreement) between the City and Bank of
the West, drafted by the City Attorney's Office, incorporates Exhibits A-N and defines the
proposed banking relationship. Bank of the West did not provide a master agreement
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February 4, 2014
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that incorporates all ancillary banking documents, consistent with the best practices
described above, even though the City had requested that it do so.
The following overview of the terms and conditions included in the proposed Umbrella
Agreement includes an explanation of several legal issues for consideration by the City
Council:
+ Term. The term would be four(4) years, unless terminated or renewed prior
to the end of the initial term. The City may elect to extend the expiration
date of the initial term for two (2) additional extensions of one ( 1) year each,
at City's sole discretion, based on the same services, terms and conditions.
The City may terminate the Umbrella Agreement (or any portion of the
services contemplated in the Umbrella Agreement) with or without cause,
and at any time, by giving the Bank not less than thirty (30) day notice. The
Bank may terminate the Umbrella Agreement at any time with or without
cause, by giving the City not less than one hundred-eighty ( 180) day notice.
The term coincides with the requirement to conduct a competitive process
for banking services every (6) six years in accordance with City Council
Policy No. 43.
The Umbrella Agreement also contains an optional Default provision, which
provides that if the Bank defaults under any of the terms of the Umbrella
Agreement, the City may give notice of default to the Bank and an
opportunity to cure. However, the Default provision does not limit the City's
ability to terminate the Umbrella Agreement at any time without giving notice
of default and an opportunity to cure.
+ Fees. The majority of the fees for services are based upon the proposal
submitted by the Bank during the Request for Proposal ("RFP") process.
The proposed fees were incorporated into the Umbrella Agreement as
Exhibit B and memorialized in the proposed Bring-Down Letter, which would
be dated as of the date of execution of the Umbrella Agreement (Exhibit N).
Based upon the City's current banking activity level, staff expects to save
as much as $200 per month ($650/month in accordance with the Umbrella
Agreement vs. $850/month currently), or as much as $9,600 over the initial
4-year term. The Bank will absorb normal start-up costs during the
transition (e.g. supplies, printed materials and checks). Staff will strive to
maximize the use of the earnings credit to minimize bank fees.
Staff expects that the City may subscribe to additional services to improve
efficiency and security (e.g. electronic deposit, positive pay) after the
transfer of banking activities to the Bank. The proposed Umbrella
Agreement includes a provision for such additional services that are not
currently provided by Bank of America. The cost of any new, additional
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February 4, 2014,
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services shall not to exceed an increase of more than $12,000 annually
without approval by the City Council.
• Integration. Various standard Bank agreements and documents, such as
the Authorization and Agreement for Cash Management Services (Exhibit
H), Deposit Account Disclosure (Exhibit K) and Insurance requirements
(Exhibit J) have been incorporated into the Umbrella Agreement. The City
would also execute a standard "signature card" just as a consumer might,
which also bears conditions and limitations. The City and the Bank agreed
early on in the negotiation process that aligning all of these various
agreements and eliminating conflicting terms and conditions would produce
a more meaningful and understandable agreement. The Umbrella
Agreement is intended to be the definitive document controlling the
bµsiness and legal arrangements between the City and Bank of the West.
As such, it is intended to cover any conflicts or amendments,
notwithstanding any terms or condition of such Exhibits or amendments to
the contrary, except to the extent such amendments are required by federal
or state law. The language of the Umbrella Agreement thus memorializes
that its terms supersede any conflicting terms in any of the Exhibits. The
Umbrella Agreement also makes clear that any unilateral changes made by
the Bank to the Umbrella Agreement or any of the Exhibits will have no
effect unless the City agrees to those changes.
+ Indemnification. The Bank's standard agreements do not include
provisions requiring the Bank to defend and indemnify the City in the event
of claims against the City resulting from the Bank's negligence or willful
misconduct. During negotiations, the Bank informed City staff that the Bank
does not typically agree to defend or indemnify its customers or any other
party under any circumstances. However, the Bank's practice is not
consistent with the City's interests to safeguard public monies. Because
City services are funded by public funds, the City's standard practice in any
type of contract with any public or private third party is to require mutual
indemnification provisions to ensure that the party at fault will defend and
indemnify the other party in the event of litigation. This is particularly of
concern for City banking services, since the subject Umbrella Agreement
involves significant City funds. The City was able to successfully negotiate
cross-indemnify provisions, and the Bank agreed to language whereby it
will defend, indemnify and hold the City harmless in the event of wrongful
conduct by the Bank.
+ Insurance. The City provided the Bank with a list of the City's insurance
requirements at the outset of negotiations, and worked with the Bank
representatives until satisfactory coverage was agreed to by the Bank.
Coverage includes commercial general liability and umbrella liability;
business auto/umbrella liability, workers' compensation and employer's
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February 4, 2014
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liability, professional liability (or errors and om1ss1ons coverage),
commercial crime coverage (or a fidelity bond). Losses covered under the
commercial crime coverage including losses resulting from theft, robbery,
burglary, forgery, embezzlement, computer and funds transfer fraud,
depositor's forgery, or alteration or other dishonest or fraudulent acts or
omissions caused or committed by the Bank or any of its officers and/or
employees.
$2. 5 Million Self-Insured Deductible for Professional Liability Coverage
[Italic font used for emphasis]
Staff, the City Attorney and the City's Financial Advisor collectively wish to
advise the City Council that the Bank would provide the City with $25 Million
o.f insurance coverage for Professional Liability; however, the initial $2. 5
Million of coverage is self-insured. Therefore, in the extremely unlikely
event that the City had a pending claim against the Bank, and the Bank
concurrently became insolvent, the City's claim (not deposits) would be
treated as an unsecured general creditor. Staff wishes to remind the City
Council that it was the Bank's financial strength, based upon their credit
rating and leverage ratios, as reviewed by the City's Financial Advisor that
was factored into Staff's recommendation to consider the Bank as a
successor.
• Contract for Deposit of Public Funds (Exhibit G) -Compliance with
California Public Investment Statutes. California law imposes certain
requirements and limitations on deposit and investment of public funds by
cities. The Bank's standard agreements and documents are not tailored for
cities within California, and the City therefore requested modifications to the
standard language to bring the agreements into consistency with these
statutory requirements. These requested revisions included modifications
to the original form of the Contract for Deposit of Public Funds (Exhibit G)
provided by the Bank, because that exhibit contained references to
inapplicable provisions of the California Government Code, inaccurate
summaries of statutory requirements, and does not recognize limitations on
investments imposed by State law. Exhibit G, as included in your packet,
contains the revisions proposed by the City to bring the language into
compliance with state law, with one exception.
State law requires that any funds invested by a city must be insured by the
FDIC or else secured by the financial institution. The Bank's documents
disclosed that certain of its Sweep Option Accounts are not insured by the
FDIC. As a result, the City requested that Exhibit G be modified to provide
that if City elects to utilize a Sweep Option Account and the Sweep Option
Account is not insured by the FDIC, the Bank would comply with the
requirements of State law to secure any funds swept out of a Sweep
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BANKING SERVICES -BANK OF THE WEST
February 4, 2014
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Account to such non-FDIC-insured Sweep Option Account with securities.
The Bank informed the City that it would be unable to agree to this term.
Consequently, the City Attorney's office and the Financial Advisor advised
City staff that the City should not utilize any Sweep Account due to the
failure to comply with state law. City staff concurs in this recommendation
and will monitor the funds so that the Sweep Options are not used.
Benchmarking -Banking Agreements Entered Into by Other Cities -Umbrella
Agreement
Staff reached out to nearby, peer cities and another banking advisor about the use of an
umbrella agreement that serves to integrate all of the various boiler-plate documents and
agreements customarily required in a governmental banking relationship. Two peer cities
that entEilred into their banking relationship with Bank of America 15 years ago (or more)
did not utilize an umbrella agreement. Two cities that revised their banking relationship
with Bank of America in 2013 did utilize an umbrella agreement. Based upon a
conversation that staff conducted with a banking advisor that serves large and small cities
across the country, they reported that their firm has strongly advised new clients to enter
into an umbrella agreement (consistent with the terms and conditions of the proposed
agreement between the City and Bank of the West). It appears as though the trend is to
enter into comprehensive umbrella agreements for the protection of public funds.
Process Leading to Staff Recommendation
A significant amount of time has elapsed since the Council gave direction to proceed with
Bank of the West. A measurable portion of this time was a result of the unexpected,
temporary absence of the City's assigned banker from Bank of the West, the result of
which was a need to educate the banker's stand-in about the procurement process and
the City's requirements that were established in the original RFP and proposed Umbrella
Agreement. Moreover, because the City's funds are public monies, each of the Bank's
agreements had to be modified to reflect the requirements of state law pertaining to public
monies, as previously described in this report.
Of particular importance to this process was the negotiation between the Bank and the
City over the nature and scope of the indemnifications given from one to the other. It was
staff's view that the migration of the banking relationship necessitated clear terms and
conditions of such indemnification for the future. The relationship manager of the Bank
advised Staff, the City Attorney and the City's Financial Advisor that the indemnification
provisions agreed to by the Bank in the Umbrella Agreement were a major concession
never provided to any other municipal clients. The terms and conditions regarding
limitation of the Bank's liabilities, termination and insurance also required considerable
negotiation.
Context is important to a full understanding of the nature of this process. As the banking
industry has consolidated over the past few years, public agencies have become
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February 4, 2014
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increasingly aware of the need to carefully document banking arrangements. There are
now fewer than 7,000 banks in the United States and the number of local government
agencies is about 90,000. By contrast, as of 2008; there were about 7.6 million business
establishments in the United States, employing almost 121 million persons, according to
Census Bureau data. Not surprisingly, the banking industry focuses most of its
documentation energy on this "business" category (simply because of its comparative
numbers) and chooses to "adapt" standardized agreements used for business enterprises
to the needs of state and local governments whenever possible. The result of this
adaptation process is a situation where supporting documents and agreements
considered routine in a business setting can introduce significant additional complexity to
a governmental deposit relationship. In the extreme, these complexities can produce
terms and conditions that some local governments simply lack the legal authority to enter
into. The City's Financial Advisor has observed that this phenomenon is both expected
and inc~easingly the subject of more vigorous negotiation by local governments. Many of
the features that the City has requested from the Bank are embedded in "best practices"
set forth by the Government Finance Officers Association and the California Association
of Municipal Treasurers.
The activities described above also required the expenditure of additional City funds for
legal and treasury analysis by the City's legal and financial advisors. These start-up costs
are "one-time" expenditures, and staff notes that the majority of the remaining start-up or
conversion costs will be absorbed by the reduction in analysis charges from the Bank
described above in the Fees section of this Report. Moreover, by undertaking an
exhaustive review of the form of banking agreement, the City would have the benefit of a
modern, legally-vetted agreement going forward.
Merchant Credit Card Excluded
As described previously in the June 1, 2013 staff report when the City Council made its
decision for staff to proceed with negotiations with the Bank, the City is in the process of
evaluating its options leading to the acquisition of a new financial software system.
Knowing that there are preferred credit card vendors that work well with the new financial
software selected, the City's Financial Advisor and Staff elected to defer the competitive
process for credit card processing until after completion of the acquisition and
implementation of the new financial system. This will enable cost savings associated with
the preferred credit card vendors with integration of the financial system implemented.
Staff expects to conduct a competitive process for merchant card services once the new
financial software system is implemented (expected in FY14-15). Staff last conducted an
informal fee comparison for merchant card services in May 2011.
Alternative:
1) Reject the proposed Umbrella Agreement with Bank of the West; and
Direct staff to begin negations to enter into an umbrella agreement with Union Bank
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February 4, 2014
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pursuant to terms and conditions similar to those presented in their "Treasury
Management Services for Rancho Palos Verdes, dated October 22, 2012; or,
2) Direct ·staff to abandon this procurement process and initiate a new procurement
process with a different group of candidate banks.
However, Staff, the City Attorney & the City's Financial Advisor collectively caution the
City Council not to expect that any qualified commercial bank serving governmental
agencies will completely agree with certain terms and conditions identified by the City
Attorney and requested by the City.
Attachments:
Resolution No. , A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
RANCHO PALOS VERDES AUTHORIZING THE MAYOR TO EXECUTE THE
UMBRELLA AGREEMENT FOR GENERAL BANKING SERVICES WITH BANK OF THE
WEST .AND DESIGNATING SIGNATORIES FOR IMPLEMENTATION OF THE
UMBRELLA AGREEMENT
Proposed Umbrella Agreement between City and Bank of the West (with Exhibits)
GFOA Best Practice for Procurement of Banking Services
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RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RANCHO
PALOS VERDES AUTHORIZING THE MAYOR TO EXECUTE THE
UMBRELLA AGREEMENT FOR GENERAL BANKING SERVICES WITH
BANK OF THE WEST AND DESIGNATING SIGNATORIES FOR
IMPLEMENTATION OF THE UMBRELLA AGREEMENT.
WHEREAS, on June 19, 2012, the City Council directed staff to initiate a
competitive bidding process for procurement of general banking services; and
WHEREAS, on October 1, 2012, the City released a Request for Proposals for
general banking services and thereafter received seven proposals, including a proposal
from Bank of the West; and
WHEREAS, on June 1, 2013, the City Council directed City staff to commence
negotiafions with Bank of the West for an agreement for banking services based on
Bank of the West's proposal; and
WHEREAS, representatives of City and Bank of the West have negotiated and
prepared a proposed Umbrella Agreement to set forth general banking services to be
provided by Bank of the West based on the Bank's proposal, which is attached hereto
as Exhibit "A" and incorporated herein by this reference as though set forth in full;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF RANCHO PALOS
VERDES HEREBY FINDS, ORDERS AND RESOLVES AS FOLLOWS:
Section 1. The Mayor of the City is hereby authorized and directed to execute
in the name of the City of Rancho Palos Verdes the Umbrella Agreement for Banking
Services, attached hereto as Exhibit "A" (and including Exhibits A through N, inclusive)
and incorporated herein by this reference as though set forth in full;
Section 2. The City Manager, Acting City Manager, Interim City Manager, and
City Treasurer of the City are each hereby authorized and directed to execute in the
name of the City of Rancho Palos Verdes all necessary contracts and documents
necessary to implement the terms of the Umbrella Agreement;
Section 3. The following officials, identified by position title, 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 Bank of the West to implement
the terms of, and in accordance with, the Umbrella Agreement:
( 1 ) City Manager;
(2) Acting or Interim City Manager;
(3) Deputy City Manager; and
Error! Unknown document property name. 3-9
(4) City Treasurer/Director of Finance & Information Technology
Section 4. The City officials identified in Section 3 of this Resolution are each
hereby authorized and directed to do any and all acts necessary to carry out this
resolution and the implementation of the Umbrella Agreement.
JERRY DUHOVIC, MAYOR
ATTEST:
Carla Morreale, City Clerk
I HEREBY CERTIFY that the foregoing resolution was adopted at a regular
meeting of the City Council of the City of Rancho Palos Verdes, duly noticed and held
according to law, on the __ day of February, 2014.
Date: -------
Carla Morreale, City Clerk
Attachment: Exhibit "A", Umbrella Agreement for Banking Services with Bank of the
West (including Exhibits A through N, inclusive)
Error! Unknown document property name. -2-3-10
CITY OF RANCHO PALOS VERDES
UMBRELLA AGREEMENT WITH BANK OF THE WEST FOR BANKING SERVICES
THIS AGREEMENT is made and effective as of , between the City of Rancho
Palos Verdes, a municipal corporation ("City") and Bank of the West, a California corporation
("Bank"). In consideration of the mutual covenants and conditions set forth herein, the parties
agree as follows:
1. TERM. The term of this Agreement for Banking Services ("Umbrella Agreement") shall
commence on the date first written above ("Effective Date") and shall remain in effect for four
years until , 2018 ("initial term"), unless sooner terminated or renewed as provided
herein. In addition to the foregoing, City may elect to extend the expiration date of the initial
term for two additional extensions of one year each ("renewal term"), at City's sole discretion,
on the terms and conditions set forth herein. Notice of renewal shall be given by written notice
served on Bank by the City Manager, City Finance Director, or City Treasurer at least thirty (30)
days prior to the then-current expiration date in accordance with Section 17 of this Umbrella
Agreement. If City fails to provide written notice of renewal prior to the expiration date of the
initial term or a renewal term, the Umbrella Agreement shall be terminated upon the expiration
date.
2. PURPOSE; PRECEDENCE OF UMBRELLA AGREEMENT.
a. This Umbrella Agreement shall serve as the master agreement for all banking
services provided by Bank to City. The terms of this Umbrella Agreement shall supersede and
take precedence over any conflicting or inconsistent terms or conditions of any of the following:
(i) any exhibits attached to this Umbrella Agreement as Exhibits A through N, inclusive, or any
of them and described in Section 3, below, (ii) any other documents incorporated into any of the
above agreements or Exhibits, and/or (iii) any addition to, deletions from or other amendments to
the above-identified documents, notwithstanding any provision of any agreement or Exhibits A
through N, or any of them, to the contrary, except to the extent such other term or condition is
required by federal or state law or specifically agreed to by City.
b. Exhibits A through N, and each of them, attached hereto and incorporated herein,
set forth the terms and conditions for the Services to be provided by Bank for City.
c. If any provision of Exhibits A through N, or any of them, is unilaterally amended
by Bank subsequent to the execution of this Umbrella Agreement, the terms of this Umbrella
Agreement shall prevail and take precedence over any such amendments in the event of any
conflicts or inconsistency, notwithstanding any term or condition of such Exhibits or
amendments to the contrary, except to the extent such amendments are required by federal or
state law or specifically agreed to by City.
d. This Umbrella Agreement, and the Services performed by Bank pursuant to this
Umbrella Agreement, are subject to California law with respect to municipal corporations,
including but expressly not limited to, Article 2 of Chapter 4 of Part 1 of Division 2 of Title 5
(commencing with Section 53630) (Deposit of Funds), of the California Government Code
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("Code"). Bank shall provide the Services in accordance with the requirements of the Code, and
all other provisions of federal and state law with regard to funds and investments of municipal
corporations, notwithstanding any other provision of Exhibits A through N, or any of them, to
the contrary.
3. SERVICES. Bank shall perform banking services ("Services") for City in accordance
with the documents attached hereto as Exhibits A through N, described as follows:
Exhibit A: Bank's Proposal for Banking Services, dated October 22, 2012;
Exhibit B: Pricing Pro-Forma;
Exhibit C: Sample Authorization Letter;
Exhibit D: Deposit Account Signature Card -Public Agency;
Exhibit E: Deposit Account Signature Card -Addendum;
Exhibit F: Designation of System Administrator;
Exhibit G: Contract for Deposit of Funds;
Exhibit H: Authorization & Agreement for Cash Management Services [revision date
05/01/13];
Exhibit I: Cash Management Terms & Conditions [effective May 1, 2013];
Exhibit J: Insurance Requirements;
Exhibit K: Deposit Account Disclosure for Business Accounts [effective June 1, 2008];
Exhibit L: Collateral Inventory [as of June 14, 2013]
Exhibit M: Corporate Rewards Application (purchasing card) and Commercial Card
Agreement Corporate Reward Card Terms and Conditions [Document #040-08374
(10/11)]; and
Exhibit N: Bring-Down Letter dated January 30, 2014.
Exhibits A through N, attached hereto, are incorporated herein by this reference and made a part
hereof. All Services shall be provided in accordance with the schedule of performance set forth
in Exhibit A.
4. PERFORMANCE. Bank shall at all times faithfully, competently and to the best of
Bank's ability, experience, and talent, perform all Services described herein. Bank represents to
City that Bank's officers, officials, employees, agents, subcontractors and independent
contractors have the qualifications necessary to perform the tasks described herein. Bank shall
employ, at a minimum, generally accepted standards and practices utilized by persons engaged in
providing similar services as are required of Bank hereunder in meeting its obligations and
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performing the Services required under this Umbrella Agreement. Bank shall perform each task
and service in accordance with reasonable commercial standards applicable to Bank's business;
laws, regulations and operating circulars governing the activities of Bank; applicable funds
transfer system(s) and clearinghouse rules; and the service documentation. Bank shall exercise
at least the same degree of care commonly exercised by banks and other service providers
providing similar services to public agencies in California.
5. PRICING. Bank will provide "fixed" pricing of the services to be delivered during the
initial term of this Umbrella Agreement, in accordance with the "Pricing Pro Forma" attached as
Exhibit B to this Umbrella Agreement and incorporated herein by this reference. Bank reserves
the right to alter or amend its pricing in the event that (1) the initial term of the Umbrella
Agreement is extended by City for any additional one-year terms; or (2) there is a change in
regulatory charges imposed by the Bank's primary regulator required by applicable Federal and
State banking regulations that would adversely affect the Bank's cost of pricing assumptions.
There will be no increase in contract pricing retroactively or prospectively if City gives notice of
termination with or without cause prior to the expiration of the four year term. Bank shall give
City not less than 60 (sixty) days prior written notice of any proposed change in pricing. Notice
shall be sent in accordance with Section 17 of this Umbrella Agreement. If City discontinues use
of a service prior to the date the proposed fee change becomes effective, City will not be bound
by the change in the fee. If Bank discontinues a service that was part of the fixed pricing, but
offers a substantially similar service, the fixed pricing shall apply to the new service. In
accordance with Section 3, above, of this Agreement, in the event of any conflict between the
pricing set forth in this Umbrella Agreement, Bank's Proposal For Banking Services (Exhibit A)
and Bank's Pricing Pro Forma (Exhibit B), on the one hand, and any other Exhibit made a part of
this Umbrella Agreement, on the other hand (or any amendment to any provision of any such
Exhibit following the effective date of this Umbrella Agreement), the terms of this Umbrella
Agreement and Exhibits A and B shall take precedence. Any costs or charges contained in
Exhibits A and C through N, or any of them that are not set forth in Bank's Pricing Pro Forma
(Exhibit B) shall be void and have no force and effect.
6. PAYMENT.
a. The City agrees to pay Bank monthly, in accordance with the fixed pricing set
forth in the Pricing Pro-Forma, attached hereto as Exhibit B and incorporated herein by this
reference as though set forth in full, based upon the Services performed in the previous month.
b. Bank shall submit written account analyses statements monthly for Services
performed, unless alternate arrangements have been made and agreed to by City in writing. Such
analyses statements shall be delivered by Bank to City on or about the first business day of each
month, for Services performed in the previous month. Payment of any undisputed fees shall be
made by City within thirty (30) days of receipt of each analyses statement. If City disputes any
of Bank's fees, City shall give written notice to Bank within thirty (30) days of receipt of any
account analyses statement containing any disputed fees. Written notice shall be given in
accordance with Section 17 of this Umbrella Agreement.
c. Bank shall not be compensated for any services rendered in connection with its
performance of this Umbrella Agreement which are in addition to those set forth herein, unless
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such additional services are authorized in advance and in writing by one of the following City
officials: the City Manager, Finance Director, Treasurer, or Deputy Director of Finance and
Information Technology. Bank shall be compensated for any additional services in the amounts
and in the manner as agreed to by the City representative and Bank at the time City's written
authorization is given to Bank for the performance of said additional services. The City
representative may approve additional work pursuant to this Subsection ( c) not to exceed twelve
thousand dollars ($12,000.00) per fiscal year. Any additional work per year in excess of the
$12,000.00 annual cap shall require the prior written approval of the City Council pursuant to an
amendment to this Umbrella Agreement.
7. TERMINATION OF AGREEMENT WITHOUT CAUSE.
a. Termination by the City
1) The City may terminate this Umbrella Agreement (or any portion of the
Services contemplated in the Umbrella Agreement) with or without cause, and at any time, by
giving the Bank not less than thirty (30) days notice of such action. Termination of this
Umbrella Agreement shall correspondingly terminate all subordinate agreements except as may
otherwise be stated in City's notice of termination. City's notice of termination shall be in
writing and signed by the City Treasurer, Finance Director or City Manager of City, and
delivered in accordance with Section 17 of this Umbrella Agreement. The 30-day notice period
shall not apply if City terminates the Umbrella Agreement due to Bank's failure to maintain any
of the insurance policies required under the Umbrella Agreement. The Default provision set
forth in Section 8 shall not modify or restrict City's right to terminate or suspend this Umbrella
Agreement at any time, with or without cause and without providing Bank with any reasonable
"cure" period.
2) Upon receipt of said notice, Bank shall promptly, and to the extent
permissible based on City's activity with reference to the banking services being performed,
cease all work under this Umbrella Agreement and any other subordinate agreements, unless the
notice provides otherwise. If the City terminates a portion of this Umbrella Agreement, such
termination shall not make void or invalidate the remainder of this Umbrella Agreement.
3) In the event this Umbrella Agreement is terminated pursuant to this
Section, City shall pay to Bank the actual value of the work performed up to the time of
termination. In order to receive payment from the City following termination, within ten (10)
calendar days of receipt of notice of termination, the Bank shall submit an invoice to the City
pursuant to Section 6 for any Services performed up to and including the effective date of
termination.
b. Termination by Bank
1) The Bank may terminate this Umbrella Agreement with or without cause,
and at any time, by giving the City not less than one hundred-eighty (180) days notice of such
action.
2) Nothing in the forgoing shall prevent the Bank from terminating this
Umbrella Agreement or altering any Service being delivered to the City in order to fulfill Bank's
Page 4 of14
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obligations under state or federal law or to remain in compliance with applicable banking
regulations.
8. DEFAULT OF BANK.
a. Bank's failure to comply with the provisions of this Umbrella Agreement shall
constitute default. In the event that Bank is in default under the terms of this Umbrella
Agreement, City shall have no obligation or duty to continue compensating Bank for any work
performed after the date of default and can terminate this Umbrella Agreement and/or any
Services immediately by written notice to Bank in accordance with Section 7 of this Umbrella
Agreement. Any failure by Bank to perform the Services required by this Umbrella Agreement
or its violation of any provision of this Umbrella Agreement as a result of any event of force
majeure (as defined in Section 9) shall not be considered a default. If Bank declines to cure the
default, City may immediately terminate this Umbrella Agreement by written notice in
accordance with Section 7 of this Umbrella Agreement.
b. If the City Manager or his or her delegate determines that Bank is in default in the
performance of any of the terms or conditions of this Umbrella Agreement, it may but shall not
be required to serve Bank with written notice of the default. Bank shall have a maximum of
thirty (30) days after service upon it of said notice in which to cure the default by rendering a
satisfactory performance. In the event that Bank fails to cure its default within such period of
time, City shall have the right, notwithstanding any other provision of this Umbrella Agreement,
to terminate this Umbrella Agreement without further notice and without prejudice to any other
remedy to which it may be entitled at law, in equity or under this Umbrella Agreement.
c. Nothing contained in this Section 8 shall supersede or modify City's right to
terminate this Umbrella Agreement or any portion thereof for any reason, or no reason, on thirty
days prior written notice in accordance with Section 7.
9. FORCE MAJEURE. No party shall have any liability to the other hereunder by reason of
any delay or failure to perform any obligation or covenant if the delay or failure to perform is
occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work
stoppage, strike, lockout, labor dispute, civic disturbance, riot, war, national emergency, act of
Government, act of public enemy, or other cause of similar or dissimilar nature beyond its
control.
10. OWNERSHIP OF AND ACCESS TO DOCUMENTS. Bank shall maintain complete
and accurate records with respect to sales, costs, expenses, receipts and other such information
required by City that relate to the performance of Services under this Umbrella Agreement.
Bank shall maintain adequate records of the Services provided in sufficient detail to permit an
evaluation of the Services. All such records shall be maintained in accordance with generally
accepted accounting principles. Such records, together with supporting documents, shall be
maintained for such period of time as may be required by law.
11. WARRANTIES. Bank shall warrant for at least the first year of the agreement that the
system and all component parts necessary to provide Services to the City will perform as
Page 5of14
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described in the Service Proposal (Exhibit A) and each subordinate document set forth in
Exhibits B through N.
12. INDEMNIFICATION.
a. Bank's Duty to Defend and Indemnify; Limitations of Liability
1) To the maximum extent permitted by law, and subject to Subsections (2)
through (5) of this Section 12(a), Bank shall defend, indemnify, and hold City, and City's elected
and appointed officials, officers, employees, and agents (collectively the "Indemnitees"), free
and harmless from all claims, liabilities, suits, actions, expenses, costs or fmancial loss of any
kind (hereinafter collectively "Claims"), whether actual, alleged, or threatened (including
without limitation reasonable attorney's fees, court costs, interest, expert witness fees and other
reasonable defense costs incurred by City), where the same arise out of, or are connected with, in
whole or in part, any acts or omissions of Bank and/or Bank's officers, employees, agents or
contractors in connection with the performance of this Umbrella Agreement or any of the
subordinate agreements attached hereto as exhibits. Bank shall defend the Indemnitees in any
action or actions filed in connection with any such Claims with counsel of City's choice.
2) Bank shall not be required to defend, indemnify and hold harmless the
City for any Claims to the extent arising out of or resulting from any of the following:
(a) The City's ordinary negligence or gross negligence, or willful
misconduct, or the ordinary negligence, gross negligence, and/or willful misconduct of any of the
City's officials, officers, employees or agents;
(b) The City's material breach of the Umbrella Agreement or any of the
subordinate agreements attached hereto as exhibits;
( c) Any material ambiguity, inaccuracy or omission in any instruction or
information provided to Bank by City if City fails to clarify such material ambiguity, inaccuracy
or omission within a reasonable period of time after Bank has given reasonable notice to City of
such material ambiguity, inaccuracy or omission;
( d) Any error, failure or delay in the transmission or delivery of data,
records or items by Bank due to a breakdown in any City computer, utility or communications
facility or due to a breakdown in any third party's computer, utility or communications facility
where City contracted with, retained and/or used the computer, utility and/or communications
faciility of such third party to assist City in performing the Services under this Umbrella
Agreement or any of the subordinate agreements attached hereto as exhibits; or
(e) Bank's performance of its obligations under this Umbrella Agreement
and any subordinate agreements shall be extended for a reasonable period of time if Bank's
performance of Services, under the Umbrella Agreement or any subordinate agreement was
delayed or prevented as a result of any of the causes set forth in Subsections( a) through (d).
3) Duty to Correct. If Bank makes an error, upon written notice or discovery
of the error, Bank will, to the extent reasonably possible, correct the error(s) promptly.
Page 6 of14
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4) Nothing in Subsections (2) and (3) of this Section 12(a) shall relieve Bank
from the duty to defend, indemnify and hold harmless the City for any Claims to the extent
arising out of or resulting from any of the following: ·
(a) The application of any any federal or state statute, regulation or other
law imposed on Bank by any regulatory or other governmental agency arising out of or in any
way related to Bank's performance of the Services required under this Umbrella Agreement or
any of the subordinate agreements attached hereto as exhibits, whether or not the application of
such statute, regulation and/or other law arises out or results from Bank's violation of such state,
regulation or other law;
(b) Bank's ordinary negligence, gross negligence and/or willful
misconduct, or the ordinary negligence, gross negligence, and/or willful misconduct of any of
Bank's officers, employees or agents;
( c) Bank's breach of the Umbrella Agreement or any of the subordinate
agreements attached hereto as exhibits; or
(d) Bank's failure to correct any violation on notice of default in
accordance with Section 8 of this Umbrella Agreement.
5) Limitations of Liability. Except for losses caused by Bank's gross
negligence or willful misconduct, Bank's liability for every loss, cost, or liability arising from
Bank's errors, whether caused by acts or omissions, is limited to the average monthly charge for
the bank services in question for the six-month period preceding the date of loss. Bank shall not
be liable, under any circumstances for any loss of goodwill. IN NO EVENT SHALL BANK BE
LIABLE TO CITY FOR LOSS OF PROFITS OR SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES EXCEPT TO THE EXTENT ARISING FROM BODILY INJURY
OR DEATH.
b. Indemnification by City; Limitations of Liability.
1) Duty to Defend and Indemnify. To the maximum extent permitted by law,
and subject to Subsections (2) through (4) of this Section 12(b), City shall defend, indemnify,
and hold Bank, and Bank's officers, employees, and agents (collectively the "Indemnitees"), free
and harmless from all claims, liabilities, suits, actions, expenses, or costs (hereinafter collectively
"Claims"), whether actual, alleged, or threatened (including without limitation reasonable
attorney's fees, court costs, interest, expert witness fees, and other reasonable defense costs
incurred by Bank), where the same arise out of, or are connected with, in whole or in part, City's
performance of its obligations under this Umbrella Agreement or any of the subordinate
agreements attached hereto as exhibits. City shall defend the Indemnitees in any action or
actions filed in connection with any such Claims with counsel of Bank's choice.
2) City shall not be required to defend, indemnify and hold harmless the
Bank for any Claims to the extent arising out of or resulting from any of the following:
Page 7 of14
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a) Bank's ordinary negligence, gross negligence, or willful misconduct, or
the ordinary negligence, gross negligence, and/or willful misconduct of any of Bank's officers,
employees or agents;
b) Bank's material breach of the Umbrella Agreement or any of the
subordinate agreements attached hereto as exhibits;
c) Any material ambiguity, inaccuracy or omission in any instruction or
information provided to City by Bank if Bank fails to clarify such material ambiguity, inaccuracy
or omission within a reasonable period of time after City has given reasonable notice to Bank of
such material ambiguity, inaccuracy or omission;
( d) Any error, failure or delay in the transmission or delivery of data,
records or items by City due to a breakdown in any Bank computer, utility or communications
facility or any computer, utility or communications facility of any third party;
( e) The application of any government or funds-transfer system regulation
by any governmental authority to Bank whether or not the application of such regulation results
from Bank's violation of such regulation; or
(f) City's performance of its obligations under this Umbrella
Agreement and any subordinate agreements shall be extended for a reasonable period of time if
the City's performance of Services under the Umbrella Agreement or any subordinate agreement
was delayed or prevented as a result of any of the above causes set forth in Subsections(a)
through (e).
3) Nothing in Subsection (2) ofthis Section 12(b) shall relieve City from the
duty to defend, indemnify and hold harmless Bank for any Claims to the extent arising out of or
resulting from any of the following:
(a) City's violation of any federal or state statute, regulation or other law
imposed on City in connection with deposit or investment of funds under this Umbrella
Agreement or any of the subordinate agreements attached hereto as exhibits;
(b) City's ordinary negligence, gross negligence and/or willful
misconduct;
( c) City's breach of the Umbrella Agreement or any of the subordinate
agreements attached hereto as exhibits; or
( d) City's failure to correct any violation on notice of default in
accordance with Section 8 of this Umbrella Agreement.
4) Limitations of Liability. In addition to the foregoing limitations, City
shall not be liable, under any circumstances for any loss of goodwill. IN NO EVENT SHALL
CITY BE LIABLE FOR LOSS OF PROFITS OR SPECIAL OR CONSEQUENTIAL
DAMAGES EXCEPT TO THE EXTENT ARISING FROM BODILY INJURY OR DEATH. IN
NO EVENT SHALL CITY BE LIABLE FOR EXEMPLARY DAMAGES.
Page 8 of14
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c. The indemnity requirements contained in this Section 12 apply regardless of
insurance coverage.
13. INSURANCE REQUIREMENTS.
a. Bank shall procure and maintain for the duration of this Umbrella Agreement
insurance against claims for injuries to persons or damages to property which may arise from or
in connection with the performance of the work hereunder by Bank, its officers, employees,
agents, subcontractors and representatives, in accordance with the requirements set forth in
Exhibit J. All such insurance shall be acceptable to City's Risk Manager. If Bank uses existing
coverage to comply with these requirements and that coverage does not meet the requirements
set forth herein, Bank shall amend, supplement or endorse the existing coverage to do so.
14. INDEPENDENT CONTRACTOR.
·a. Bank is and shall at all times remain as to City a wholly independent contractor.
The personnel performing the services under this Umbrella Agreement on behalf of Bank shall at
all times be under Bank's exclusive direction and control. Neither City nor any of its officers,
employees or agents shall have control over the conduct of Bank or any of Bank's officers,
employees, agents, or subcontractors, except as set forth in this Umbrella Agreement. Bank shall
not at any time or in any manner represent that it or any of its officers, employees or agents are
in any manner officers, employees or agents of City. Bank shall not incur or have the power to
incur any debt, obligation or liability whatever against City, or bind City in any manner.
b. No employee benefits shall be available to Bank or any of its officers, employees,
agents, representatives, independent contractors or subcontractors in connection with the
performance of Services under this Umbrella Agreement. City shall not pay any compensation
for the Services performed pursuant to this Umbrella Agreement except as provided in Section 5
and 6 and the Pricing Pro-Forma (Exhibit B). Under no circumstances shall City pay salaries,
wages, or other compensation to officers, employees, agents, representatives, independent
contractors or subcontractors of Bank for their performance of any of the Services required
hereunder for City. City shall not be liable for compensation or indemnification to Bank for
injury or sickness arising out of performing any Services hereunder. Bank shall pay all required
taxes on amounts paid to Bank or any of its officers, employees, agents, contractors and other
persons under this Umbrella Agreement.
15. LEGAL RESPONSIBILITIES. Bank shall keep itself informed of State and Federal laws
and regulations which in any manner affect those employed by it or in any way affect the
performance of its Services pursuant to this Umbrella Agreement. Bank shall at all times
observe and comply with all such laws and regulations. City, and its elected and appointed
officials, officers and employees, shall not be liable at law or in equity occasioned by failure of
Bank to comply with this section.
16. RELEASE OF INFORMATION.
a. All information gained by Bank in performance of this Umbrella Agreement shall
be confidential and shall not be released by Bank without City's prior written authorization
unless required by applicable law. Unless required by applicable law, Bank and its officers,
Page 9 of14
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employees, agents, representatives, subcontractors, and/or independent contractors shall not,
without written authorization from the City Manager or unless requested by the City Attorney,
voluntarily provide declarations, letters of support, testimony at depositions, response to
interrogatories or other information concerning any Services performed under this Umbrella
Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided
Bank gives City notice of such court order or subpoena where permitted by law. Nothing in this
provision shall relieve or release Bank from any obligations it may have to comply with
applicable federal or state law with respect to notice to consumer, privacy and/or confidentiality,
independent of any provision of this Umbrella Agreement
b. Bank shall promptly notify City, where permitted by law, should Bank, its
officers, employees, agents or subcontractors be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, request for admissions or other
discovery request, court order or subpoena from any person regarding this Umbrella Agreement
and the work performed thereunder or with respect to any project or property located within the
City. City retains the right, but has no obligation, to represent Bank and/or be present at any
deposition, hearing or similar proceeding. Bank agrees to cooperate fully with City and to
provide City with the opportunity to review any response to discovery requests provided by Bank
at City's expense. However, City's right to review any such response does not imply or mean the
right by City to control, direct, or rewrite said response. Nothing in this Umbrella Agreement
shall constitute a waiver of City's rights to take any legal or equitable action deemed necessary
by City to respond to any such subpoena, court order and/or dlscovery request, too protect the
confidentiality or use of such document or other information which is the subject of the
subpoena, court order and/or discovery request.
17. NOTICES. Any notices which either party may desire to give to the other party under
this Umbrella Agreement must be in writing and may be given either by (i) personal service, (ii)
delivery by a reputable document delivery service, such as but not limited to, Federal Express,
that provides a receipt showing date and time of delivery, or (iii) mailing in the United States
Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the
party as set forth below or at any other address as that party may later designate by Notice:
1684620-1
To City: City of Rancho Palos Verdes
30940 Hawthorne Blvd
Rancho Palos Verdes, California 90275
Attention: City Manager
With a copy to: City Treasurer
To Bank:
City of Rancho Palos Verdes
30940 Hawthorne Blvd
Rancho Palos Verdes, California 90275
Attention: City Manager
Attention: ------
Page 10 of14
3-20
18. ASSIGNMENT. Bank shall not assign, transfer or subcontract any interest in this
Umbrella Agreement or the performance of any of Bank's obligations, duties or responsibilities
under this Umbrella Agreement, or any part thereof, or any monies due hereunder, without prior
written consent of City. Any attempt by Bank to so assign, transfer or subcontract any rights,
duties or obligations shall be void and of no effect. Notwithstanding the foregoing, City
acknowledges and agrees that Bank may utilize independent contractors or subcontractors to
provide some of Services required herein, unless the parties agree otherwise in writing. Bank
shall remain primarily responsible for the performance of any independent contractor or
subcontractor in connection with this Umbrella Agreement.
19. LICENSES. At all times during the initial term of this Umbrella Agreement, and any
renewal term, Bank shall have and maintain in full force and effect, all licenses, permits, and
regulatory approvals required of it by law for the performance of the services and responsibilities
described in this Umbrella Agreement.
20. LIMITATION OF ACTIONS; NOTICE PERIODS.
a. If any legal or equitable action is filed by Bank or City for any loss, damage or
claims arising out of (a) either Party's acts or omissions in performing this Umbrella Agreement
or any of the Exhibits A through N, or any of them, attached hereto, (b) the breach or default by
either Party of any terms and conditions of this Umbrella Agreement or any breach of any terms
and conditions of any Exhibits A through N, attached hereto, and/or (c) either Part)''s acts or
omissions in performing any Services required under this Umbrella Agreement or any of the
Exhibits attached hereto, the applicable statute of limitations for filing such legal or equitable
action shall be governed by California statutory law or federal statutory law.
b. The terms of this Section shall take precedence and supersede any unilateral
amendment by Bank to any Exhibit subsequent to the effective date of this Umbrella Agreement.
21. NONDISCRIMINATION. In the performance of this Umbrella Agreement, Bank shall
not discriminate against any customer, any employee, subcontractor, or applicant for
employment, or any officer, employee, agent or volunteer of City, because of race, color, creed,
religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical
condition or sexual orientation. Bank shall take affirmative action to ensure that customers,
employees, subcontractors, applicants for employment, and officers, employees, agents and
volunteers of the City are treated without regard to their race, color, creed, religion, sex, marital
status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual
orientation.
22. W AIYER. Waiver by either party of any one or more of the conditions of performance
under this Umbrella Agreement shall not be a waiver of any other condition of performance
under this Umbrella Agreement. In no event shall any payment to Bank constitute or be
construed as a waiver by City of any breach of covenant, or any default that may then exist on
the part of Bank, and such payment by City shall in no way impair or prejudice any right or
remedy available to City with regard to such breach or default.
Page 11 of14
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3-21
23. SEVERABILITY. If any ten;n or portion of this Umbrella Agreement is held to be
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Umbrella Agreement shall continue in full force and effect.
24. GOVERNING LAW. This Umbrella Agreement shall be governed and construed in
accordance with the laws of the State of California.
25. LITIGATION. In the event of litigation between the parties, venue in the State courts
shall lie exclusively in Los Angeles County Superior Court. In the event of litigation in a United
States District Court between the parties, venue shall lie exclusively in the Central District of
California. Any remedies set forth in this Umbrella Agreement shall be cumulative and in
addition to any other remedies at law or in equity.
26. VOLUNTARY ALTERNATIVE DISPUTE RESOLUTION.
·a. If a dispute arises with respect to any provision of this Umbrella Agreement, the
parties may jointly agree to first try in good faith to settle the dispute by voluntary mediation
pursuant to the mediation rules of the American Arbitration Association.
b. If the claim or controversy is not settled by mediation, the parties may agree to
submit the claim or controversy to voluntary arbitration in accordance with the commercial rules
and regulations of the American Arbitration Association and the provisions of the California
Arbitration Act (California Code of Civil Procedure §§ 1280 through 1294.2), and the
substantive law of the State of California. All statutes of limitation shall apply to any arbitration
proceeding. All discovery activities shall be limited to matters directly related and relevant to
the claim or controversy being arbitrated. The arbitration shall take place in a location mutually
agreed upon by the parties. The parties may propose arbitrators from JAMS, ADR, ARC, or any
other independent arbitrator/neutral person for dispute resolution. The parties are not required to
hire an AA arbitrator for resolution of a dispute hereunder. No arbitration shall include by way
of consolidation or joinder any parties or entities not a party to the Umbrella Agreement without
the express written consent of City and Bank, and any party or entity sought to be joined with an
express reference to this provision. Any party or entity joined in the arbitration, after mutual
consent, shall be bound by this provision. In any voluntary arbitration undertaken pursuant to
this Section, the arbitrator shall not have the power or authority to award any punitive or
exemplary damages against City. The decree or judgment of an award rendered by the
arbitrator( s) may be entered in any court having jurisdiction.
c. No provision of this Section shall limit the right of any party to exercise self-help
remedies such as setoff, foreclosure against or sale of real property or personal property
collateral or security, or to obtain provisional or ancillary remedies, including without limitation,
injunctive relief, sequestration, attachment, garnishment, or the appointment of a receiver, from
any court of competent jurisdiction before, during or after the pendency of any mediation,
arbitration or other proceeding. The exercise of any such remedy shall not waive the right of any
party to request voluntary mediation or arbitration pursuant to this section.
27. AMENDMENT. This Umbrella Agreement may only be modified by written
amendment signed by authorized representatives of both parties.
Page 12 of14
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28. CONTRACT INTERPRETATION. In the event of any asserted ambiguity in, or dispute
regarding the interpretation of any matter herein, the interpretation of this Umbrella Agreement
shall not be resolved by any rules of interpretation providing for interpretation against the
drafting party.
29. ENTIRE AGREEMENT. This Umbrella Agreement contains the entire understanding
between the parties relating to the obligations of the parties described in this Umbrella
Agreement. All prior or contemporaneous agreements, understandings, representations and
statements, oral or written, are merged into this Umbrella Agreement and shall be of no further
force or effect. Each party is entering into this Umbrella Agreement based solely upon the
representations set forth herein and upon each party's own independent investigation of any and
all facts such party deems material.
30. AUTHORITY TO EXECUTE UMBRELLA AGREEMENT. Each Party hereto
represents and warrants to one another that the person executing this Umbrella Agreement on
his/her/its behalf is a representative duly authorized to bind such Party and is empowered to enter
into this Umbrella Agreement on such Party's behalf.
31. SURVNORSHIP OF PROVISIONS. Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15,
16, 18, 20, 23, 24, 25, 26, 27, 28, 29 and 30 shall survive the termination or expiration of this
Umbrella Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Umbrella Agreement to be
executed the day and year first above written.
BANK OF THE WEST CITY OF RANCHO PALOS VERDES
By: ______________ _ By: ___________ _
Name: Lori Becker Name: Jerry Duhovic
Title: Government Banking Manager Title: Mayor
By: ______________ _
Name: ---------------Title: ---------------
[PLEASE NOTE: Compliance with Corporations Code Section 313 is required if the entity is a
corporation. Alternatively, a single signature is acceptable if the corporation provides a certified copy of a
corporate resolution attesting to the signatory's authority to bind the corporation.]
Attest:
City Clerk
[EXHIBITS A THROUGH N FOLLOW]
Page 13 of14
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Exhibits:
Exhibit A:
Exhibit B:
Exhibit C:
ExhibitD:
Exhibit E:
Exhibit F:
Exhibit G:
ExhibitH:
Exhibit I:
ExhibitJ:
Exhibit K:
ExhibitL:
ExhibitM:
ExhibitN:
1684620-1
Bank's Proposal for Banking Services, dated October 22, 2012
Pricing Pro-F orma
Sample Authorization Letter
Deposit Account Signature Card -Public Agency
Deposit Account Signature Card -Addendum
Designation of System Administrator
Contract for Deposit of Funds
Authorization & Agreement for Cash Management Services [revision date
05/01/13]
Cash Management Terms & Conditions [effective May 1, 2013]
Insurance Requirements
Deposit Account Disclosure for Business Accounts [effective June 1, 2008]
Collateral Inventory [as of June 14, 2013]
Corporate Rewards Application (purchasing card) and Commercial Agreement
Corporate Reward Card Terms and Conditions [#040-08374 (10/11)]
Bring-Down Letter dated January 30, 2014
Page 14 of14
3-24
EXHIBITS
Exhibit A:
Exhibit B:
Exhibit C:
Exhibit D:
Exhibit E:
Exhibit F:
Exhibit G:
Exhibit H:
Exhibit I:
Exhibit J:
Exhibit .K:
Exhibit L:
Exhibit M:
Exhibit N:
Bank's Proposal for Banking Services, OTO October 22, 2012
Pricing Pro-Forma
Sample Authorization Letter
Deposit Account Signature Card-Public Agency
Deposit Account Signature Card-Addendum
Designation of System Administrator
Contract for Deposit of Public Funds
Authorization & Agreement for Cash Management Services
Cash Management Terms & Conditions
Insurance Requirements
Deposit Account Disclosure for Business Accounts
Collateral Inventory
Corporate Rewards Application (purchasing Card) and Commercial
Agreement Corporate Rewards Card Terms and Conditions
"Bring-Down Letter" dated 1/30/2014
3-25
Exhibit A-Bank's Proposal for Banking Services, DTD October 22, 2012
3-26
Exhibit A
Proposal for General Banking Services
to
City of Rancho Palos Verdes, CA
Department of Finance & IT
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Attention: Ryan Mills, Senior Administrative Analyst, Finance & IT
Reference: Proposal for General Banking Services
Lori Becker
Vice President, Relationship Manager
Government Banking
4400 Macarthur Blvd.
Newport Beach, CA 92660
~ 949.797.1935 A 866.235.9308
lilv. nq@bankofthewest.com
Due October 22, 2012, 5:00 pm
PRESENTED BY:
Pearl Shields
Vice President, Branch Manager
Torrance Branch
23865 Hawthorne Blvd.
Torrance, CA 90505
~ 310.896.3693 A 310.791.8408
pearl. shields@bankofthewest.com
Barbann Ramay
Vice President, Sales Consultant 111
Cash Management
4180 La Jolla Village Drive, Suite 405
La Jolla, CA 92037
r!S 858.352.0035 ~ 858.457.1748
barbara.ramav@bankofthewest.com
Member FDIC
3-27
October 22, 2012
City of Rancho Palos Verdes, CA
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Cover Letter
ATT: Ryan Mills, Senior Administrative Analyst
Finance & IT
Dear Mr. Mills:
City of Rancho Palos Verdes
RFP for General Banking Services
On behalf of Bank of the West, thank you for the opportunity to respond to the City's Request for
Proposal (RFP) for Banking Services issued on 10/01/2012.
In these unprecedented times, local governments are facing more challenges with less
discretionary budget resources and staff. Our goal is to deliver competitive pricing on a
comprehensive suite of services that will position the City to make process improvements,
implement Best Practices and leverage new technologies. These services will position the City to
realize new efficiencies, reduce operating expenses and optimize working capital.
By partnering with Bank of the West, the City is assured a stable, consistent and reliable banking
partner that can cost-effectively provide the cash management solutions that will meet the City's
unique banking, investment and debt management needs, accompanied by a proven service and
support delivery platform.
Fiscal Strength
Bank of the West is a full-service commercial and retail bank that has been a provider of banking
services since our founding in the San Francisco Bay Area over 130 years ago. We are one of
California's oldest banks with a comprehensive footprint of more than 700 retail and commercial
banking locations across nineteen states nationwide.
As a subsidiary of BNP Paribas, one of the strongest banks in the world, we are the third largest
western-based commercial bank with $62 billion in assets and a Tier 1 capital position of 14.81 %.
We are headquartered in San Francisco, chartered in California and insured and regulated by the
FDIC.
Government Practice Commitment
With more than one hundred years of banking history and extensive experience serv1c1ng
government agencies in California, Bank of the West presents the ideal combination of strength,
soundness and experience required to serve government agencies. Our Government Banking
Division is staffed with credentialed, experienced professionals who have expertise in the
challenges that face government entities in this economy.
A wide range of services and a seasoned government banking staff form a safe and secure
banking institution makes Bank of the West the financial partner of choice. This is evidenced by
our over 5,000 governmental accounts who hold more than $3.1 billion in public agency funds on
deposit with us.
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Your Partner in Serving the Public Page 2 of 27
3-28
City of Rancho Palos Verdes
RFP for General Banking Services
At Bank of the West, the City's relationship will be supported by me and my team of Government
Banking professionals. This team is comprised of a Senior Banker, a Treasury Sales Officer, a
credit underwriter and a Client Services professional, representing more than 60 years of industry
experience at your service. The City's accounts will be managed within our Southern California
Government Banking Division to better track compliance of collateral, investments and other
state and local regulations.
The local Bank of the West branch that will service the daily needs of the city is located at 23865
Hawthorne Blvd, Torrance, CA. The phone number is 310 896 3700; the Branch Manager is
Pearl Shields. This branch is about 4 miles from City Hall.
P~icing
In addition to the product pricing detailed in the RFP, we also offer the following:
• The bank will offer a fixed, two year, earnings credit rate (ECR) of 0.58% with the option
of monthly, quarterly or annual settlement. In contract years three and four, the bank will
offer an ECR of 20 basis points over our standard ECR (currently .31 % for balances in
excess of $400K).
• We will offer the City a bank savings account that is a 110% collateralized-Money Market
Deposit Account (MMDA) with a current exception-rate of 35bps ($1 MM minimum-less
than $25MM maximum deposit) We will guarantee this exception rate for 1 year and
continue to "relationship-price" this account for the duration of the contract.
• All deposits will be fully collateralized or insured by the FDIC; and the Bank will waive the
10% reserve requirement fee for the contract term.
• The Bank will waive all bank fees, including those associated with implementation and
startup, for the first three (3) months of the contract term.
• We offer the City a contract term of four (4) years with the opportunity to renew at the
discretion of the Treasurer/Finance Director.
• In addition to regular communications, a formal relationship review will be conducted by
the Bank at the end of 90 days to ensure all services have been implemented fully and
correctly. Ongoing communication, as needed and scheduled quarterly meetings will be
provided to ensure that the City is informed of product enhancements and/or new
products and services.
• We will offer the City a Daily Overdraft Line commensurate with its needs.
" We will respond to credit requests in a timely fashion and will ensure "relationship" pricing
on approved credit facilities.
• This proposal is committed for a period of 90 days from the date of this letter.
:2l
---------------HANK-Hl,\lVEST---------------
Your Partner in Serving the Public Page 3 of 27
3-29
City of Rancho Palos Verdes
RFP for General Banking Services
Thank you, again, for the opportunity to participate in the City's RFP process. We look forward to
further dialogue and welcome the opportunity to become the City's bank of choice.
Sincerely,
Lori Becker
Vice President, Relationship Manager
(949) 797-1935
E-mail: lori. becker@bankofthewest.com
,/ Partnership
./ Collaboration
.f Exceilen ce
!Bi.
----------------B.ANK{1frWEST ----------------
Your Partner in Serving the Public Page 4 of 27
3-30
City of Rancho Palos Verdes
RFP for General Banking Services
Tab A-Table of Contents
Cover Letter ........................................................................................................................... 2
Tab A -Table of Contents .................................................................................................... 5
Tab B -Bank and Staff Profile ............................................................................................. 6
Tab C -References ............................................................................................................. 11
Tab D -Account Structure ................................................................................................. 12
Tab E-Conversion Plan .................................................................................................... 13
Tab F -Service Enhancements .......................................................................................... 15
Tab G -Additional Information .......................................................................................... 24
Tab H -Exhibits .................................................................................................................. 25
!l!l,
---------------BANK.f!i'c\\'EST ---------------
Your Partner in Serving the Public Page 5 of 27
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City of Rancho Palos Verdes
RFP for General Banking Services
Tab B -Bank and Staff Profile
a. Overview: Provide a corporate overview of your financial institution, and present the
financial institution's Community Reinvestment Act programs. Also identify all
branches within a 10-mile radius of City Hall that can assist us with our immediate
banking needs.
Bank of the West was founded in the San Francisco Bay Area in 1874 as Farmers
National Gold Bank in San Jose and for decades continued to grow by helping local
governments and businesses. In 1979 we became Bank of the West and by 1980 we
became part of BNP Paribas, one of the six strongest banks in the world. We continued
our path of expansion throughout the West Coast and into the Mid~Western United States.
Today, Bank of the West is the 3rn largest bank in California with $62 billion in assets and a
Tier 1 Risk-Based Capital Ratio of 14.81. We are relationship-based and are committed to
helping the City realize its full potential.
When the City becomes a client of Bank of the West, you can expect
• To receive recommendations focused on your goals and needs because our financial
solutions are strategically customized for the City
• A full suite of banking solutions to meet the needs of the City
• To experience a relationship-driven culture and team servicing approach committed
to providing you superior customer service
KEY FIGURES
Ass.!>
°"f'rnits
L:>ar" & Leasos
R"'1lll lknking l.reatiorn
ATMs
Employ .. ~
2011 Oiarirabl.e C<mtnbutiorn
·.,,lo of0.6.1,0l;Kll.Z· , .• ..
• ' .• Ti~d J.l.llk~Il~~ C~p;,,..i :R.,to'
•...• Total lllilr,-Bo..c\ Gplt.i,:Raii~ •
.• p<r.n.e,,~Rati<> · ·
$62.7 billion
$44.s billion
,$.j4.5 billion
650
707
1.7 mlllion
!0,!05
$5.9 million
In addition to giving America's Huey 091 Foundation $5,000, Bank of the West has made
$26,466,000 in loans and leases to the community of Rancho Palos Verdes. Please refer
to the end of Tab B for a complete list of Reinvestment Act programs within Rancho Palos
Verdes and Los Angeles County.
!Ill
----------------BANK+l\,WEST----------------
Your Partner in Serving the Public Page 6 of 27
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City of Rancho Palos Verdes
RFP for General Banking Services
Bank of the West has three branches within a ten-mile radius of City offices as shown
below.
1. Torrance
23865 Hawthorne Blvd.
Torrance, CA 90505
2. Redondo Beach
3500 Aviation Blvd.
Redondo Beach, CA 90278
3. South Bay
19191 S Vermont Avenue, Suite 150
Torrance, CA 90502
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Your Partner in Serving the Public Page 7 of 27
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City of Rancho Palos Verdes
RFP for General Banking Services
b. Experience: Describe the financial institution's experience in providing services to
the public sector. Include exclusive resources dedicated for the public sector.
Bank of the West has been a provider of banking services to public entities in California
since our founding in the Bay Area over 130 years ago. Bank of the West has over 440
public agency clients in the State of California with more than $1.1 billion in deposits, all
are collateralized in accordance with California State code.
Our Government Banking Division is managed by Caren Galloway, Senior Vice President,
who has over 30 years of experience in the financial industry, with the last 22 years
dedicated to the Government sector. Caren's division is staffed by seasoned professionals
who are experts with specialized knowledge on issues concerning government entities.
These issues include treasury management services, California Government Code,
collateral requirements, TRAN funding, investment policy review and public finance.
There are a total of 15 full time employees of Bank of the West who are dedicated
exclusively to public sector clients. These include: Relationship Managers, Administrative
Associates, Public Finance Analysts and Managers, Credit Analysts, Customer Service
Specialists, Merchant and Credit Card Specialists. There are a variety of other employees
that support our Government Banking Division but they may also work with non~public
sector clients.
c. Relationship Management: Describe the relationship team that will be assigned to
service our relationship. Describe individual roles, responsibilities, and briefly detail
credential and related banking experience.
Relationship Management
Lori Becker, Vice President and Senior Relationship
Manager, Government Banking, will serve the City of
Rancho Palos Verdes as its Relationship Manager
and primary contact. Lori has 36 years of banking
experience with 7 years specifically focused on
Government Banking in southern California.
" As the City's Primary Relationship Officer, Lori
will coordinate and be responsible for service,
performance and delivery of products by her
support team.
" She will be the City's first line of contact and
conduit to the various groups within the Bank.
Memberships
" CMTA, CSMFO, CACTTC, CASSO, GFOA,
ACWA, CSDA
---------------BANKfllcWEST---------------
Your Partner in Serving the Public Page 8 of 27
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City of Rancho Palos Verdes
RFP for General Banking Services
Barbann Ramay, Vice President, Cash Management
Consultant, has over 35 years of banking experience
with 22 of those years in Cash Management.
Barbann joined Bank of the West in 2011. Prior to
Bank of the West, Barbann worked for Bank of
America.
• Barbann supports all Government Accounts in
the Southern California.
• Barbann is responsible for consulting with clients
relative to the collection and disbursement of
their depository accounts by offering various
banking services.
Pearl Shields, Vice President and Branch Manager
of the Torrance branch has over 25 years of banking
industry experience since 1984.
" She and her staff will be available to assist the
City with day-to-day local banking needs.
• She is an active member of the Torrance
Chamber of Commerce.
• She has been servicing the South Bay (including
Torrance, Rancho Palos Verdes, Redondo
Beach, etc.) market for more than 23 years and
has been a volunteer at Torrance Chamber,
United Way, and the South Bay Chinese
American Association.
Daryl Buss, Elavon Regional Government Sales
Manager, has over 12 years of payments industry
experience in leadership positions managing
national account portfolios, relationship migrations,
integration processes and complex
implementations.
" Daryl is teamed with the Bank of the West
Government Banking Division to provide
payments processing solutions to government
agencies and public sector businesses.
" Daryl will function as the point person for all
activity associated with Elavon, including
payment service concept design, pricing, and
the contract process going forward.
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Your Partner in Serving the Public Page 9 of 27
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City of Rancho Palos Verdes
RFP for General Banking Services
d. Compliance and Exceptions: Include statement to confirm your financial
institution's compliance to our minimum qualifications. Also list any exceptions to
required qualifications.
a) Be a federally or State of California chartered financial institution.
b) Be a member of the Federal Reserve System and have access to all services.
c) Be a qualified depository for public funds.
d) Be a full service financial institution in good standing among other comparable
financial institutions
e) Be capable of providing the services sought by the City.
f) Agree to assign experienced and dedicated staff that is committed and
capable of servicing our accounts.
g) Be in compliance and good standing with the Community Reinvestment Act.
City of Rancho Palos Verdes, California
h) Be sufficiently capitalized to accommodate our cash/investment management
needs.
Bank of the West affirms that we comply with the minimum qualifications listed above.
Bank of the West does not have any exceptions to the required qualifications.
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Your Partner in Serving the Public Page 10 of 27
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City of Rancho Palos Verdes
RFP for General Banking Services
Tab C -References
Please provide three (3) references that are of similar size and scope of service
utilization as the City of Rancho Palos Verdes, include at least one public agency.
WebDirect Information Reporting with Previous and Current Day
Reporting, Money Transfer, Full Account Reconcilement with
Positive Pay, CD-ROM, Check Inquires, Check Images, Stop
Payments, Cash Vault, Branch Deposits, Zero Balance
Accountin and ACH Direct Deposit
Jose Gomez, Finance Director
CITY OF SANTA FE SPRINGS
11710 Tele ra h Road, Santa Fe S rin s, CA 90670
562-868-0511
WebDirect Previous & Current Day Reporting, Money Transfer,
ACH, Account Reconcilement with Positive Pay, Image and
Cash Vault
Terri Marsh, Director of Administrative Services
CITY STANTON
7800 Katella Avenue, Stanton CA 90680
714 890 4226
40 years
WebDirect Information Reporting with Previous and Current Day
Reporting, Money Transfer, Full Account Reconcilement with
Positive Pay, CD-ROM, Check Inquires, Check Images, Stop
Payments, Cash Vault, Branch Deposits, Zero Balance
Accountin and ACH Direct Deposit
!J!l.
---------------BANK4\l,WEST---------------
Your Partner in SeNing the Public Page 11 of 27
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City of Rancho Palos Verdes
RFP for General Banking Services
Tab D -Acc.ount Structure
With the information provided above on the City's current account structure, propose
an account structure that your bank envisions that work best for the City.
Current Account Description
The City of Rancho Palos Verdes deposits over $30 million annually through our
various demand accounts. The City contracts with ADP for the issuance of payroll on a
bi-weekly basis to 58 full-time employees and approximately 25 part time employees in
the amount of approximately $200,000. The City receives approximately 350-400 checks
per month and makes approximately 50-65 deposits per month via bank bag, while
issuing approximately 250-300 checks per month. Currently, the City keeps between $2
million and $3 million in its demand accounts to maintain liquidity and flexibility.
The City uses ACH services such as payments to verified suppliers, fund transfers to
authorized sources, as well as block and filters functionality. The City has a total of 13
ACH blocks, along with approximately 75 ACH credit items and 25 ACH debit items per
month. The City currently has 24 purchasing cards {credit cards), under one umbrella
account, with a total combined credit limit of $200,000.
Because the City primarily uses banking institutions for depository services and less
for investments or lending, the City will prioritize RFP rankings as such.
Recommended Account Structure
Accounts Payable
-Checks
-ACHdeb!ts
Depository Account
-Branch Deposits
-Remote Deposits
-ACH Credits
(Zero Balance Accounts)
Payroll Account
-ADP
.,;ro
Merchant Services Account
-debits/credits
This simple zero balance structure provides the City separate accounts for ease of reconciliation while maximizing
fraud prevention coverage.
,:l!Jl
----------------KANKH\',WEST ----------------
Your Partner in Serving the Public Page 12 of 27
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City of Rancho Palos Verdes
RFP for General Banking Services
Tab E -Conversion Plan
Describe the overall plan your financial institution would coordinate, if needed, to
ensure a smooth transition from the current provider. Please include an implementation
timeline and any conversion discounts the City will realize due to the conversion. The
financial institution must also provide training to our personnel for the operation and
use of the financial institution's services and automated systems for all areas of
service.
Bank of the West manages its conversions of our new clients in a true project management
fashion and most of the tasks involved can be accomplished concurrently to facilitate the
fastest conversion. One of the first steps in this process is to hold an implementation planning
meeting between key City and Bank personnel, to discuss the proposal and prepare any
documentation needed to establish the services, as well as to determine exact requirements,
needs, expectations, training, timing and task responsibility. From this meeting a Conversion
Plan will be developed that will serve as a working document for both parties which addresses
mutually agreed upon timing and responsibility. Following is a sample implementation process:
!-~~:-==-----------------------::~-=--1
~ Schedule with the City After implemenlation,
' dedicated Government
J Customer Service Specialist i wm support ongoing seivicing
!
I i DETAILED ACCOUNT
f STRUCTURE
~ Confirm account structure
~ and solutions to be
1'::~~~00
i
DEDICATED CUSTOMER
SERVICE
lnciuded in !he fina! me.etings
to ensure smooth transition
after implementallon
Agreed upon to ensure implerr.enta!ion
date is met
L ..................................... -.................................................................................................................................................................................................................................................. .1
Bank of the West's relationship team will manage the implementation of the City's services. It
is this team that will work with key City personnel to ensure an accurate and successful
conversion and implementation of new proposed banking services.
To ensure a smooth transition, Lori Becker, your Relationship Manager will be on-site as
needed; she will ensure that training is provided to City personnel prior to conversion and will
ensure adequate support is provided on Day One. The training will include the operation and
use of Bank of the West products and systems, as well as reports such as Account
Reconcilement, Positive Pay, WebDirect Previous and Current Day reports, etc. Training can
be structured as a classroom type or individually, depending on the needs of the City.
!.l!l.
----------------BANKfi>,\H~ST ----------------
Your Partner in Serving the Public Page 13 of 27
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City of Rancho Palos Verdes
RFP for General Banking Services
For the [3ank, implementing service for 'a t"lew treasury management customer begins with the
receipt ()f executed legal agreements and implementation forms. As there are various
elements that can impact a typical conversion including the mix of products requested we
have provided an Implementation Schedule by individual product for the City's reference:
Service/Product Implementation Schedule
Checkina Account 2 davs
Information Reportinq 7 days
Money Transfer Service 7 days
Tax Service 7 days
Zero Balance Account 7 days
Direct Deposit Service Up to 30 days
Positive Pay Up to 30 days
Please note that the timeline for services utilizing data transmission, such as Account
Reconcilement and ACH Payroll input and/or output can be impacted by technical support and
affect the timeframes listed. A conversion plan timeline is attached at the end of this section on
the next page.
Bank of the West is pleased to offer a conversion allowance of free first three-month's fees
from the time the accounts are open -this includes no cost to the City for the initial bank
supply order, initial scanner order, cash management service set ups, installations and
training.
CITY OF RANCHO PALOS VERDES IMPLEMENTATION PLAN· SAMPLE
TARGET STARTDATE:
TARGET U\IE DATE:
WebDirect • lnfc R• rlin , A=unt Transfer, Wire Tran.!ler, $to Pa ment 7 days
Zero Balance Aoeount 6da s
~
0%
0%
0%
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Your Partner in Serving the Public Page 14 of 27
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City of Rancho Palos Verdes
RFP for General Banking Services
Tab F -Service Enhancements
Based upon information presented in our RFP and your financial institution's
knowledge of the public sector, describe any enhancements, technological or
otherwise, that the City should consider to improve operational or cash management
efficiencies. Examples include Positive Pay, check reader, Check 21, etc.·
Bank of the West understands today's challenges faced by
municipalities. Our Cash Management Consultant can analyze
the City's unique situation and we will work with you to
create solutions that would enhance or streamline the City's
banking procedures.
We look at all aspects of the equation: Receivables, Payables,
Credit, and Liquidity Management.
Some of the process improvement ideas include but are not
limited to the following:
\ ~'.!:':~~:n
nu:nu;:~~~~.a.-~ .-.. /
·-c.,._·'eyr.·,.t·l\!'i.~ 1.l.'"°''~rj~./
VENDOR PAYMENT/PURCHASING CARD PROGRAM: Purchasing cards provide a flexible
and cost-effective way to manage your organization's expenses. Purchasing cards provide
convenience and cost savings and can be issued to designated employees to use for valid
City related expenses, including travel and entertainment and non-PO purchases. Manual
tracking is eliminated and replaced with automated billing reports. Our advanced reporting
helps turn your expense data into information used to maximize savings and achieve greater
cost efficiencies.
Highlights of Bank of the West Commercial P-Card Programs:
• Manage employee expenses with enhanced monitoring and reporting capabilities
• Individual and group dollar limit and merchant controls
Web Based Expense Reporting
Includes Out of Pocket Transactions w/receipt imaging option @
$1.25/mo/active cardholder
Employee Self Service I Scheduling I Reports
• Improve cash flow with 30 day cycle/25 day grace period
• Create Revenue through cash rebates ·
• Post transactions to your accounting software with correct GL codes with automated
mapper
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Your Partner in Serving the Public Page 15 of 27
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City of Rancho Palos Verdes
RFP for General Banking Services
• Manage the program
• Full card control by program administrator
• Change limits, create cards, delete cards, identify decline issues
• Adjust access for managers, users and admins
• View all accounts and transactions
• Transaction data available in real time
• ePavables
Send AP payments to vendors through virtual cards
Reduce check and postage costs
BoW provides vendor enrollment services -at no cost
Create a revenue stream that can be used to offset other bank fees
Mirrors your current check processes
• Purchase Control
Dual control approval of single use ghost accounts for individual
transactions
Emailed directly to vendor
WEBDIRECT: WebDirect is an internet-based banking system that transforms the City's
computer system into a dynamic tool for managing your finances. WebDirect provides 24-hour
access to account information and the City can initiate money transfers; both domestic and
international wires, drawdown wires and book transfers. You will also have the ability to place
stop payments online, perform check inquiries, and view images of paid checks and positive
pay exception items.
WebDirect's Information Reporting System will provide you with the reporting infrastructure
necessary to gather daily information, such as previous day information, current day
information, incoming and outgoing money transfers, ACH payment information, cash vault
transactions, check images and various items routinely needed on a daily basis. This same
system can provide you with electronic month-end reporting of your bank statement, account
analysis and account reconcilement activity.
BRANCH Al TERNATIVE: At Bank of the West, we make every effort to find solutions for our
customers. The Branch Alternative deposit service is provided as a deposit alternative when
standard cash vault or branch deposit processes do not accommodate a customer's needs.
The City prepares deposits according to the Bank's instructions (provided upon request) and
delivers the deposits to a teller in a branch. Instead of being counted and verified by the teller
at the time of delivery, the cash and coin is held at the branch until an armored car transports
it to the cash vault. The teller will provide the City with a receipt for your declared deposit
amount and the City will receive same-day credit for the deposit. For coin bags that are
"subject to count'', your account will be credited once the coin has been verified.
ACCOUNT RECONCILEMENT: Bank of the West offers Full, Partial and Deposit
Reconciliation services. At the end of each accounting period, the Bank will carry forward the
City's previous month's balance, outstanding checks and the current month's account activity to
reconcile all banking activity; balancing your bank account for that period.
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----------------BANK4M~·'EST'----------------
Your Partner in Serving the Public Page 16 of 27
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City of Rancho Palos Verdes
RFP for General Banking Services
Reports The account reconcilement statement provides information on miscellaneous debit
and credit memos booked to your account during the month. It also includes a summary of the
City's beginning cash balance, deposits/credits, checks/debits, ending cash balance, the date
each check cleared the bank, and the date and amount of each deposits. Transactions sort by
type with subtotals for each type, and all transactions will be identifiable and separated from
other types of transactions.
POSITIVE PAY: Bank of the West assists in minimizing fraud risk with daily Positive Pay
services. There are several advantages to using this service including simplifying your
accounting procedures, preventing the payment of unauthorized checks and avoiding check
fraud altogether. Positive Pay works in conjunction with Account Reconcilement by giving you
total control over daily check disbursement and reconcilement activity.
With Account Reconcilement
• Daily receipt of a Positive Pay Exception
Report via WebDirect
With Account Reconcilement
• Make pay/return decisions online in real-
time
Stand Alone Positive Pay
Stand Alone Positive Pay is an alternative to
Full Account Reconcilement with Positive
Pay for municipal agencies who do not need
Account Reconcilement functionality
• Effective, early detection of unauthorized
payments
• Minimize risk and improve overall cash
management
• Reduce potential for loss due to fraud
• The City is in complete control of its
disbursement process ·
• View images of suspicious or unauthorized
checks to assist with decision
• Take full advantage of Positive Pay and
prevent fraud without having to sign up for
Full Account Reconcilement
• Save time and resources -we submit a list
of checks to the City for a pay or return
decision
• Provides efficient identification of fraudulent
activities on City accounts
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Your Partner in Serving the Public Page 17 of 27
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Positive Pay Reports
City of Rancho Palos Verdes
RFP for General Banking Services
Our reports are easy to use and we integrate the Exception Report with images of the checks
for additional check authentication. The following Positive Pay reports are available via
Web Direct:
• Positive Pay Exception Report
• Positive Pay Customer Transactions
• Positive Pay User Transactions
• Customer Recap Report
ACH POSITIVE PAY: ACH Positive Pay is a web-based security tool that prevents
unauthorized ACH transactions from posting to the City's account. It has an easy-to-use web
interface that gives the City the opportunity to review incoming ACH credit and ACH debit
"exceptions", and to make a "pay'' or "return" decision online. The many benefits include:
• Fraud Mitigation -Monitor and manage ACH credit and debit items before
transactions post to accounts.
• Security -Advanced online security features help reduce the possibility of
unauthorized access.
• Convenience -Provides the convenience of setting up filters to permit previously
authorized ACH transactions to post without being reviewed by the City.
• Notifications -Set up alerts regarding specific ACH activity that may affect your
accounts.
ACH BLOCKS AND FILTERS: As a means of curtailing electronic fraud, Bank of the West
offers ACH Blocks and/or Filters to ensure unauthorized ACH debits do not clear City
accounts. The ACH Block service rejects all ACH debits presented against your accounts that
are set up for Debit Blocks. The ACH Blocks and Filters service rejects all debits except those
that you have specifically authorized. ACH transactions that come through from a previously
designated originator can be filtered by Amount, Authorization Date or Expiration Date.
IMAGE EXPRESS: The Bank supplies images of paper transactions through two methods that
include longer archiving than the standard WebDirect images option:
lmageExpress CD-ROM: another storage option is a monthly CD ROM. With this option,
the City will receive a CD that is indexed and searchable for ease in executing research
tasks. Via secure login, the City will have access to images of disbursement checks and
monthly bank statements. Multiple copies of each monthly CD can be delivered to multiple
locations and each disc can hold up to 20,000 items -10,000 checks, with images of the
front and back of each check.
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City of Rancho Palos Verdes
RFP for General Banking Services
lmageExpress Online: access an online archive of paper transactions including checks,
deposits (not available in any other image service). The online site is available 24 hours
per day, seven days per week, and is only accessible by user login and password,
lmageExpress Online service archives images for seven years starting from the beginning
date of service.
REMOTE CHECK DEPOSIT: Bank of the West's remote check deposit service, Electronic
Deposit Service (EDS), is a fast, secure way to make check deposits straight from your PC.
Using a desktop scanner and software supplied by Bank of the West, you can deposit your
paper checks electronically, eliminating trips to the bank and allowing remote locations to
m?ke deposits right on site. All deposit files submitted to the Bank are transmitted in a secure,
encrypted file format. With Electronic Deposit Service, you can also deposit to multiple Bank of
the West accounts. The cut-off for electronic deposits to receive same-day credit is 7:00 p.m.
PST.
BANK AT WORK: Bank of the West is pleased to extend our Bank at Work program to all full
and part-time employees of the City. The program offers free and discounted products and
services to your active employees while Bank of the West is your primary bank. Bank at Work
features include:
• Free small safe deposit box
• Free Checking -No monthly service charge or minimum balance requirement on a
personal checking account with Check Safekeeping
• Free Regular Savings account when linked to a checking account -No monthly
service charge or minimum account balance required
• Free eTimeBanker -our online banking service -with free personal Bill Pay
• Free Debit Card -The easiest way to pay for purchases
• Free box of Bank of the West corporate image checks or $5.00 off any wallet style
checks
• Annual fee waived for the first year on Overdraft Protection
• 0.25% Annual Percentage Rate reduction on Home Equity and Auto Loans with
automatic loan payment from a Bank of the West checking account
• 1 % Annual Percentage Rate reduction on your new Home Equity Line of Credit with
automatic payments from your Bank of the West checking account
PUBLIC FINANCE: Bank of the West has a Public Finance department with the capability to
assist the City with its funding needs at competitive, tax-exempt rates. Funding options would
include loans, leases, lines of credit, and letters of credit. If the City is considering issuing
variable rate bonds, Bank of the West can also provide a letter of credit backed by our
A+/A 1/AA-credit ratings. All credit facilities are subject to credit approval. Bank of the West
has the knowledge and financing experience to meet your credit needs .
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3-45
--.. ~·· ..
City of Rancho Palos Verdes
RFP for General Banking Services
MONEY MARKET ACCOUNT: Any excess funds, over what is required to offset banking
fees, can be placed in a Money Market Deposit Account (MMDA). The interest earned from
this account is an income source for the City. Funds can be transferred online from the MMDA
to the checking account when needed, up to 6 times per month. The current rate on the
MMDA is higher than the Investment Sweep rate.
The ideal model to maximize benefits to the City is to maintain sufficient balances in the City's
ODA account to offset any analysis fees, (at a preferred ECR rate) since that rate is the
highest. Remaining funds can be invested in the MMDA, which offers the next highest rate of
return.
Other Options: The Fixed Income Sales group of Bank of the West provides a wide variety of
fixed income products services. The fixed income product suite is comprised of both
investment and deposit products, with maturities ranging from overnight to 30 yrs. These
products seek to provide preservation of capital, liquidity, flexibility, and competitive yields. ln
addition, the Fixed Income Sales staff is experienced and well versed in varied investment
strategies employing each of these products as follows:
~ U.S. Treasury Bills, Notes and Bonds, including inflation indexed securities (TIPS) are
direct obligations of the United States government, which have maturities ranging from 1 week
to 30 years.
Benefits:
Safety-Investments are a direct obligation of the U.S. Government.
Liquidity -Readily convertible to cash at existing market prices.
Flexibility -Choice of short and long term maturity.
Customers who are looking for a very safe, liquid investment.
-U.S. Agency securities are debt obligations of government sponsored enterprises. The debt
can be issued with maturities of 1 day up to 30 years. While also highly liquid, they offer yields
that are historically higher than those of comparable maturity U.S. Treasury securities.
Benefits:
Safety-Investments are AAA rated.
Liquidity-Readily convertible to cash at existing market prices.
Flexibility-Choice of short and long term maturity.
Customers looking for a safe, liquid investment that may provide tax benefits
-Negotiable certificates of deposit are typically issued for large deposits of $500,000 or
more. Maturities can range from 1 week to 5 years.
Benefits:
Safety-May have FDIC insurance up to $250,000. Amounts in excess of any applicable FDIC
insurance are backed by the issuing financial institution.
Liquidity-Readily convertible to cash at current market price.
Flexibility-Choice of short and long term maturity.
Customers looking for fixed-rates of return, flexibility and an attractive yield.
,!9_
---------------HANKfl>.\X'EST----------------
Your Partner in Serving the Public Page 20 of 27
3-46
City of Rancho Palos Verdes
RFP for General Banking Services
-Commercial Paper is an unsecured promissory note issued by industrial corporations,
finance companies, and bank holding companies. Maturities range from 1-270 days. Issuers
have the capability to prepay these obligations prior to maturity at current market rates.
Benefits:
Safety-Investment Grade; A1/P1 or A2/P2 rating.
Liquidity-Readily convertible to cash at current market price.
Customers looking for attractive short term yields, flexibility and liquidity.
Bank of the West provides highly competitive safekeeping services, and works with BNP
Paribas Security Corp, 1 of only 21 primary Fed Dealers, to provide a wide array of fixed
income products to our clients. Last year BNPP Sec. Corp underwrote over $30 billion in US
Agency debt, and over $20 billion in corporate debt, making them one of the leaders in the
Fixed Income industry
Bank of the West will waive all transaction and maintenance fees if the City trades are
conducted through our BNP Broker-Dealer and safekeeping is provided by Bank of the West,
as 3rd party. (Trades with other broker-Dealers and delivered for safekeeping as a 3rd party
will incur fees).
MERCHANT SERVICES: Since 1993, Bank of the West has teamed with Elavon as its
exclusive provider to meet its clients' payment processing needs. Elavon has provided
merchant services to the public sector for 20 years. Moreover, Elavon currently provides credit
card processing services for many of the largest counties, cities, special districts, universities,
and other government agencies in the country with substantial transaction volume.
Elavon has developed numerous strategic partnerships that allow their customers to use, in
most cases, the POS solution that they have chosen as their processing tool. This involves
POS terminal vendors such as Hypercom and VeriFone. Additionally, they have relationships
with a number of third party networks that assist them in supporting the various POS software
applications in the marketplace utilizing PC processing, industry specific software and internet
processing. We are pleased to provide the City with a complete, single source solution with
the control and flexibility your business needs.
_!5:_f:!_y_}yJ..ghlig_h_ts_: _______ ··----.. -... -............... .
~ Interchange Pass-Through Pricing Model -The City will enjoy a fixed processing
assessment of 0.10% +$0.1 O per item. This assessment does not vary by card type
and simply floats above the Visa/MC/Discover published interchange rates, dues and
assessments for each given qualification category.
---------------BANKt:>,WEST----------------
Your Partner in Serving the Public Page 21 of 27
3-47
City of Rancho Palos Verdes
RFP for General Banking SeNices
~ Connectivity: Elavon offers terminals, software, e-commerce, and gateway solutions
to connect any POS system to any processing endpoint. The City can also continue
use of Cart Manager for business licensing and permitting; it is currently certified to
Elavon's VirtualMerchant Payment Gateway and Virtual Terminal. Further, PCCharge
and Active Network are also certified partners to Elavon.
!!Ii--Public Sector Know-how -To respond to the unique needs of government, the Bank
of the West Government Team has strategically partnered with Elavon's Government
and Public Sector Team to offer a powerful suite of payment solutions to the public
sector.
Ill--Interchange Optimization-Elavon understands the importance of optimizing service
levels to help businesses better manage the costs associated with card acceptance.
Elavon is positioned to help you proactively achieve savings associated with
interchange by assisting compliance with interchange rules; they help government
partners qualify for the best possible interchange rates.
,._ Security: Elavon adheres to the strictest PCI and security standards, making
cardholder data protection a key priority. Their solutions support the latest security
technologies .
._ Visibility: Batch management and reporting are accessed through easy-to-use online
portals, providing a real-time view into the transaction lifecycle.
Proposed Merchant Pricing: Interchange pass-through models remain the most transparent
method of merchant services pricing. Upon migration to a Bank of the West-Elavon merchant
processing relationship, the City will enjoy a fixed processing assessment of 10 basis
points+ $0.10 per item. This assessment does not vary by card type and simply floats above
the Visa/MC/Discover published interchange rates, dues and assessments for each given
qualification category.
Elavon's VirtualMerchant Gateway: The City can continue use of
Cart Manager tor business licensing and permitting; it is already
certified to Elavon's VirtualMerchant Payment Gateway and Virtual
Te1111inal. In addition to the payment gateway functionality, the City
can utilize any networked PC to process payment transactions -
quickly and securely, anywhere, any time -without a major
investment of money or effort. Elavon's VirtualMerchant is a
complete hosted payment solution that instantly transforms your
PCs into "virtual" payment terminals. Process transactions in
physical face-to-face, mail order/telephone order, or e-commerce
environments. Easily handle recurring and installment payments
and reduce your risk and compliance headaches by letting Elavon protect your financial data
and ensure the City's compliance with the latest industry security standards and regulations.
Virtual Merchant Li!=ense (up to 5000 Users) $395.00/0ne-Tirne
VM Monthly Subscription $14.95/Month
MagTek Mini Wedge -USB (PC Card Reader) $89/per unit
MagTek iDynarno (Card Reader-Ae.e.!~Device~) $84/per unit
MagTek BulleT (Card Reader -Blackberry and Android) $79/per unit I
~
----------------BANK4!f,WEST----------------
Your Partner in Serving the Public Page 22 of 27
3-48
City of Rancho Palos Verdes
RFP for General Banking Services
While using Virtua!Merchant, the City can implement VirtualMerchant
Mobile as a secure, complete payment solution that transforms mobile
devices into terminals. The easy-to-use configuration only requires a
simple, FREE App download from your relevant App Store, and then a
keyed-in Gateway ID and mobile key provided by Elavon. Once your
Smartphone is configured, you can accept key-entered transactions or
swiped transactions can be accepted with the addition of a card
reader that encrypts card data at the time of swipe to ensure security.
Supported Devices include: Apple iPhone™ 3, 3G, 3GS and 4,5, iPadT" and iPod
Touch'™; Blackberry Storm™, Curve™ and BoldT; All phones operating on Google Android version 2.0 and higher.
Tbe City may also elect to have existing terminals reprogrammed or select
another stand-alone terminal option from Elavon's wide assortment of
available solutions. We recommend the VeriFone Vx570IP, an IP-based
terminal that offers the speed and flexibility of payment processing through
the internet in a compact, ergonomic, user-friendly design. By leveraging an
ex'isting internet connection you can experience the convenience of 2 to 4-
second transactions without the cost of a dedicated phone llne.
VeriFone VX 570 IP Terminalf,_D_ia_l _P_ur_c_ha_s_e ______________ ·_·-_· _$_6_45_.o~one~
VeriFone VX 570 IP Terminal/Dial Lease : $38/~
~.
----------------BANK;:foWEST----------------
Your Partner in Serving the Public Page 23 of 27
3-49
City of Rancho Palos Verdes
RFP for General Banking Services
Tab G -Additional Information
Describe any other information not previously mentioned that the financial institution
believes should be given consideration.
"We always remember we are in a "people business," and no matter how large we become, we
never lose sight of the individual customer. Bank of the West empowers employees to provide
highly personalized customer service and to promote community well -being ... qualities that set
us apart and help us build strong bonds with individuals, companies and communities throughout
the markets we serve."
Michael Shepherd, Chairman& CEO Bank of the West
Piease refer to the following page for further proof of our dedication to customer services and strong
communities.
~21.
----------------BANK!!l,WEST----------------
Your Partner in Serving the Public Page 24 of27
3-50
Tab H -Exhibits
City of Rancho Palos Verdes
RFP for General Banking Services
A -General Banking Information Answer specific general questions regarding your
financial institution included as Attachment A. Please submit electronically.
Please refer to the following pages for a completed Attachment A.
B -General Transaction Costs The City has provided approximate monthly transactional
volumes. Please provide your bank's fees related to these volumes included as
Attachment B. Please submit electronically. In addition, please indicate your bank's term
of commitment to those fees.
Please refer to the following pages for a completed Attachment B.
C -Proposed Contract Include contract or agreement samples for banking services in
Microsoft Word format that are specific to the services represented in this RFP.
Please refer to the following pages for Cash Management Terms and Conditions and
Agreements, Signature Card for a Public Agency and Contract for Deposit of Funds.
D ~ Financial Statements and Ratings Along with completing Exhibit A, provide the most
recent audited financial statements or annual report for the financial institution. Also
include your most current rating levels from all major rating agencies (i.e. Standard &
Poor's, Moody's, etc.).
Please refer to the pockets of the binders for our most recent audited financial statements and
annual report.
Bank of the West's Annual Financial Statements can also be downloaded here:
https://www.bankofthewest.com/about-us/our-company/annual-reports.html
Credit
Ratings
Standard & Poor's
Moody's
Long-term
deposits
A
A2
Short-term
deposits
A-1
P-1
E -Account Analysis Along with completing Exhibit B, provide a sample of your financial
institution's account analysis statement and a user guide for the account analysis that
provides common language definitions of services and products.
Please refer to the next pages for a sample account analysis statement and user guide.
F -Funds Availability Statement: Policy stating the timing and ability to withdraw funds
from City accounts, whether by check, automatic payment or any other method offered for
account access.
!II..
---------------BANK+~,WEST---------------
Your Partner in Serving the Public Page 25 of27
3-51
AVAILABILITY
City of Rancho Palos Verdes
RFP for General Banking Seivlces
Scanned Check Deposit Availability: Scanned check deposits (a.k.a. Remote Deposits) drawn
on Bank of the West receive 100% availability same day. All other checks receive 95% of the
face value of the item on day one and the remaining 5% is available on day two.
Paper Checks: All paper checks deposited and received before the cutoff time published in the
branch, cash vault, or any other department/office, will receive collected funds in accordance
with the following schedule:
.. Bank of the West checks Same Day .. U.S Government Checks One Day
• Financial Institutions One Day
• In district Institutions One Day
• Out of State One Day
• Other checks: Canadian, Foreign*, Country* Two Days
Collected funds are stated in whole business days. Fractional float is applied to each transit
check deposited. For all local and non-local items, 95% of the face value of the item is
available on day one and the remaining 5% is available on day two.
*These checks may receive two plus days availability. District items are defined as checks
drawn on institutions that the Federal Reserve has designated as such.
This schedule is subject to change without notice.
G -Glossary of Institution's Banking Terminology : Each institution has its own product
lines and terminology for services. Please submit a glossary that assists the City in
understanding those terms.
Web Direct--online services (information reporting, stops, account transfers, etc.)
PDR-report on Web Direct reflecting all activity on yesterday's checking accounts
CDR-report on Web Direct reflecting today's Current Day activity on checking accounts
Electronic Deposit Services (EDS) --remote deposit of checks using a scanner
Positive Pay--fraud prevention for paid checks
ACH Positive Pay--fraud prevention for ACH debits
Full Account Recon--outsourcing reconciling of Accounts Payable and/or Payroll account
Image Express--online Image service of all paid checks, deposits and checks deposited with
seven years retention
Vendor Payment Card Program-purchase card for AJP payments, travel and entertainment
Bank at Work-free and discounted seivices for your employees
ZBA Accounts--checking accounts automatically debit or credit to a Concentration account each
night, returning to a zero balance
Event Notification-email sent to designated City employees alerting them to incoming wires or
Positive Pay exceptions
Branch Alternative-branch cash deposits using plastic bags with same day credit; cash verified
in double custody within 72 hours. -
~ ..
---------------BANK!iiFW'EST·---------------
Your Partner in Serving the Public Page 26 of 27
3-52
City of Rancho Palos Verdes
RFP for General Banking Services
H -Disclosure of Communications and Gifts: Provide a list of all communications with
City Staff and City Council Members from June 19, 2012 through the date of your bank's
proposal. The list should include names, dates, nature of the communication, and
information provided or received. Also provide a list of any gifts valued more than $50
given to City Staff and City Council Members from June 19, 2012 through the date of your
bank's proposal. The list of gifts should include names, dates, description of the gift, and
estimated value in U.S. dollars. Gifts could be in the form of meals, tickets, or paid
entertainment.
8-16: email sent to Ryan Mills asking for a confirmation that the City can meet with us on 8-30
8-17: email sent to Ryan Mills confirming our presentation time of 9am on the 30th
8-28: email sent to Kathryn Downs asking questions regarding volume of balances, transactions,
account activity
8-30: in-person presentation of Bank of West's government banking services to Kathryn Downs,
Ryan Mills, Dennis Mclean and Tim Magis Bank of the West participants-Lori Becker,
Trachanne Byrd
8-31: follow-up email to Ryan Mills, Kathryn Downs, Dennis Mclean and Tim Magis thanking them
for their time on the 30th-also provided an executive summary of what was discussed at the
meeting on the 30th, an RFP template a~d the inventory list for investments
9-10: emailed RFP scorecard template to Ryan Mills
10-2: sent email to Ryan Mills confirming that we had received the RFP and would be responding
10-4: emailed Ryan Mills with a few questions on account activity/volume
;S,,
---------------BA.~KfHrWEST ---------------
Your Partner in Serving the Public Page 27 of 27
3-53
Please list the closest branch to City Hall 23865 Hawthorne Blvd, Torrance, CA 90505
Does your bank meet the statutory collateralization
requirement? Yes
Does your bank outsource administration of the statutory
collateralization requirement? No
Is yoru bank currently an eligible public depository? Yes
ls any of your transaction processing outsourced? No
Financial Information
What is your bank's earnings credit rate? 0.65
Credit Ratings Long-term
Standard & Poor's A
Moody's A2.
What is your bank's credit rating?
What is your bank's current interest earnings rate on a
typical ODA account? 0.28
ACH
Is your bank both a sending and a receiving bank of the
National Automated Clearing House Association
NACHA)? Yes
Short-term
A-1
P-1
Is there a pre-notification policy and cost?
The Bank recommends but does not require ACH
pre-notifications. Prenotes are beneficial when it is
critical for the first entry to post, such as a payroll
entry. If the first entry is a small debit to a
consumer's account, prenotes may not be critical.
The charge for a prenotes is $.03 each.
Does your bank have security measures for ACH filters
and blocks?
Online Bankin Services
Does your bank's online service interface with Tyler's
Munis ERP Solution?
Has your bank ever had any interface challen es with
Does your bank provide training for online services?
Does your bank have the following online capabilities?
Daily ACH with full addenda information
Current day reporting
Intra day reporting
Transfers between accounts
Initiation of stop payment orders
Initiation of ACH transactions
Online cleared check information/images
Multi-leveled security administration requirements
Training for administrator
INTERNAL CONTROLS
Yes.
Yes.
No.
yes
yes
yes
yes
yes
yes
yes
yes
yes
Multi-leveled security administration requirements es
Page 1
3-54
City of Rancho Palos Verdes
Banking RFP
GENERAL ACCOUNT SERVICES
Account Maintenance
Direct ODA Statement er account
DEPOSIT SERVICES
PAPER DISBURSMENT SERVICES
General Checks Paid -Truncated
GENERAL ACH SERVICES
ACH Month! Maintenance
ACH Blocks
ACH Block Maintenance
ACH Input -Echannel
ACH Credits Received
ACH Debits Received
ACH Re arts
INFORMATION SERVICES
Subscri tion Fees
Direct Previous Da Max Item
Direct Current Da Max Item
PDR Items Stored 2 months
Premium PDR Account
Monthly
Avera e
3
3
18
22
54
24
270
250
1
1
1
35
3
2
75
15
2
1
350
250
1,500
3
Price Projected
per Monthly Balance Required
Unit Fee for Free Service
$7.00 $21.00 $47,497.17
$0.35 $1.05 $2,374.86
$0.50 $9.00 $20,355.93
$0.50 $11.00 $24,879.47
$0.14 $7.56 $17,098.98
$0.14 $3.36 $7,599.55
$0.04 $10.80 $24,427.12
$0.04 $10.00 $22,617.70
$7.50 $7.50 $16,963.28
$7.50 $7.50 $16,963.28
$20.00 $20.00 $45,235.40
$1.00 $35.00 $79,161.95
$5.00 $15.00 $33,926.55
$0.00 $0.00 $0.00
$0.06 $4.50 $10,177.97
$0 06 $0.90 $2,035.59
$0.35 $0.70 $1,583.24
$10.00 $10.00 $22,617.70
$0.06 $21.00 $47,497.17
$0.06 $15.00 $33,926.55
$0.00 $0.00 $0.00
$8.00 $24.00 $54,282.48
3-55
-~-:
···-·· .·•• ..... ''·" -"" .,,.,
Retail Sales/Permits
Fees
Card fees per transaction (2)0.10% + $0.10
Batch Settlement fee oer transaction $0.00
Visa zero floor limit fee oer transaction <1lSJo.10
Visa misuse of auth fee per transaction (i} $0.045
Visa inti service fee oer transaction (1)0.4%
US cross border fee per transaction 0.400%
Monthly Statement fee Monthly $5.00
Quarterly Maintenance fee Quarterly NIA
Service Charaes
Gross month!v charaes per card (both credit and debit) Monthly N/A
Visa credits transaction fee per transaction (2)$0.10
Visa debit returns trans fee per transaction <2l$0.10
Electronic Authorization/Access fee -Discover per transaction (Z)$0.10
Electronic Authorization/Access fee -Visa & Master per transaction (Z)$0.10
*Charqeback or Return Item Fees per item $15.00
*PCl ProQram Fee Monthly $7.00
*Monthlv Minimum Processing Fee (if necessary) Monthly $35.00
Online Business Licenses
Fees
Card fees per card holder transaction (2)0.10% + $0.10
Batch Settlement fee per transaction $0.00
Internet AVS Authorization fee per transaction (Z)$0.10
<3 l Gateway Monthly Usage fee Monthly (3 )$14.95
Address Verification Service -CNP AVS fee pre required transaction (i)0.025
Visa misuse of authorization fee per transaction <1l $0.045
MC processing intearity fee per transaction <11 $0.10
Monthly Statement fee Monthlv N/A
Quarterly Maintenance fee Quarterly N/A
Service Charoes
Gross monthly charaes per card (both credit and debit) Monthly NIA
Page 1
3-56
Visa credits trans fee per transaction (2)$0.10
Electronic Authorization/Access fee per transaction (2)$0.10
*Charqeback or Return Item Fees per item $15.00
*PCI Proqram Fee Monthly $7.00
*Monthly Minimum Processing Fee (if necessary) Monthly $35.00
(1) Published Fee/Assessment Pass-Through
(2) Proposed Merchant Pricing: Interchange pass-through models remain the most transparent method of merchant services pricing. Upon migration
(3) Elavon VirtualMerchant Gateway and VirtualTerminal
Page 2
3-57
Given today's market environment, Bank o(the West is pleased to offer the City our preferred
government rate o(58 basis points .. With this highly competitive exception rate the City can
manage balances to ensure all service fees are fully offset if that is the objective. As rates
increase, reduced balances will be required to offset fees. As rates decrease, higher balances
will be required to offset fees. The calculation for Earnings Allowance is as follows:
Average Daily Collected Balance * (§CR-Reserves)
366 (leap year)* Actual Days in the month
Exampe:
Average Daily Balance
Less Reserves (10%)
Average Investable Balance
ECR calculation -annual
Divides by days in a year
Multiplied by days in a
month
Rate
0.00% *
0.58% *
366 I
30 *
$
$
$
$
$
3,000,000.00
3,000,000.00
17,400.00
47.54
waived •, \ ·
Annual earnings
allowance
.;· .. :
· · · · · · ·· · : . l\fonthly earnings ..
$ · · · · >i,426.23 allowance •···. · : · · .....
In the calculation above, $3,000,000 (with no reserve requirement) in average daily collected
balances will offset$ 1,426.23 in fees per month at the special ECR of 0.58%.
The City has the option to offset all fees with balances, pay hard dollar fees or a combination
of the two. In addition, the City has the option to select monthly, quarterly semi-annually or
an annual settlement period of bank fees.
3-58
Exhibit B-Pricing Pro-Forma
3-59
Exhibit B
FDIC Assessment ~/o J;pj'llJ i<)
Depository Services (in units)
Account Maintenance
Banking Center Deposit
QBD/Night Drop Deposit
General Checks Paid Truncated
Checks Deposited -Encoded
Stop Pay Automated
Debits Posted -Electronic
Credits Posted -Electronic
Account Transfer
Commercial Deposit Cash Vault (in units)
Currency/Coin Dep/QDB ND
Currency/Coin Dep/Bnk Center
General Services (in units)
ACH Monthly Maintenance
ACH Input -E-Channel
ACH Blocks Auth Instruction
ACH Blocks Auth Maintenance
ACH Credit Received Item
ACH Debit Received Item
Wire Transfer (in units)
Monthly Maintenance
11/02/13 (00127307.pdf)
-$5,738, $3,645,
880 304
2 2
53 21
0 35
210 258
278 336
1 2
22 23
74 82
2 2
0 118
100 44
1 1
3
13 13
2 2
70 79
21 23
Page 1 of2
-$3,279,
460
2
36
20
236
475
1
22
86
2
31
62
2
13
2
82
21
1
>"$>> ·•14.no
{~~~>
; $\)
•.• 9;17
~$9'.
1!sf
~ci~ti()
'•$/<.>
·.t~34
.i$ .. /•········ 4:84>
2$,&a;••
>$:
j3JQO ..
.\$····
10:00···
i:.6~Yi
1~:ib····
3-60
Information Services (in units)
Online Subscription 1 1
Info Detail Notification 10 10 10
Subscription Business Banking 1 1
Premium PDR ITM Stored 2 months 1, 121 1,148 1,212
.. )$./~
69.62
11/02113 (00127307.pdf) Page 2 of 2
3-61
Exhibit C-Sample Authorization Letter
3-62
EXHIBIT C TO AGREEMENT FOR BANKING SERVICES (UMBRELLA AGREEMENT}
City of Rancho Palos Verdes 30940
Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Lori Becker
Vice President, Senior Relationship Manager,
Government Banking
4400 Macarthur Blvd.
Newport Beach, CA 92660
Re: Siqnatorv Authorizations for Banking Services Agreement between Citv of Rancho Palos
Verdes and Bank of the West
D7ar Ms. Becker:
On XXXX ,2014. the City Council of the City of Rancho Palos Verdes (City) approved the attached contract
documents and pursuant to Resolution No. XXXX authorizrotreM¥IUo sign the Umbrella Agreement far
Banking Services (Umbrella Agreement) with Bank of the West (Bank) and authorized City Manager, XXX
and me, Dennis McLean, as Director of Finance & Information Technology for the City, to execute all
necessary contract documents to implement the Umbrella Agreement in accordance with the Umbrella
Agreement and the City Council's action. By resolution, the City Council also authorized the individuals
listed below to serve as authorized signers on any accounts that may be established on behalf of the City to
administer and implement the banking services agreement with Bank of The West. Enclosed with this letter
is a certified copy of the official minutes of the XX, 2014 City Council meeting and Resolution No.
XXX as evidence of this authorization.
fas the individual authorized to enter into a contract Vvith Bank of The West, I designate the followng individuals
as authorized signers on any accounts that may be established on behalf of the Qty in connection with the
Umbrella Agreement.
Qty Manager,
[Rputy Qty Manager, Carolynn Petru
Drector of Rnance and Information Technology, ll3nnis M::leai
1645797-1
3-63
lllputy Drector of Finance and lnfonration Technology, Kathryn Do\l\llls
If you have any questions, please do not hesitate to contact me at 3101 544-5212 or by email at
dennism@rov.com.
Sincerely,
Dennis Mclean
Enclosures: Citv Council Resolution No.
atv Council Minutes. dated
1645797-1
3-64
Exhibit D-Deposit Account Signature Card-Public Agency
3-65
Exhibit D
1
DEPOSIT ACCOUNT SIGNATURE CARD PUBLIC AGENCY*
Date Card Received:
Select One: G'.1.J New Signature Card [New Account)
Agency Information
Legal Name: City of Rancho Palos Verdes
Name Line 2:
Phone Number. 310 377 0360
Website: llttp:/!www.palosverdes.com/rpv/
Account Information
Account Number:
Account Title:
Desig!!ated Signers
SIGNATURE NAME
--
Previous Card Date:
D Superseding Sigo.ature Card
Physical Address: 30940 Hawthorne Blvd.
City, State, Zip:
Fax::
Rancho Palos Verdes, CA 90275
310 544 5291
Mailing Address. if different
Address:
City, State, Zip:
TITLE ID NUMBER DA'.tE
JPUState JP) STATE EXPIRED
TAX CERTIFICATlON: l3y signing below, I authorize the following Taxpayer Ideniificatiou Number (Till) to be used for
tax reporting purposes.
Public Agency Name TllX Identification Number
City of Rancho Palos Verdes 95.-2867872
Under penalties of perjury, I ce1tify that (1) The number shown on this furm is the correct Taxpayer identification
Number for the Public Agency, and (2) The Public Agency is not subject to backup withholding either because: (a) The
Public Agency is exempt from backup withholding, or (b) The Public Agency has not been notified by the Internal Revenue
Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends; or (c) tlie
IRS has notified -the Public Agency that it is no longer subject to bacl"Up wilhholding; and (3) The Public Agency is a U.S.
person (including a U.S. resident alien).
Certification Instructions: You must cross out item two (2) ahave if the Public Agency has been notified by rhe IRS that ft is
currently subject to baclcup withholding because it hasfailed to report all interest and dividends on its tax return.
Name Title Signature Date
Dennis Mclean. Director of Finance and Information Technology
'Public Agency includes Pubiic Agency Assoc!aticns
11/02113 (00127307.pdf) Page 1 of2
Revised l 0/02.i20 11
Pagel
3-66
DEPOSIT ACCOUNT SIGNATURE CARD PUBLIC AGENCY*
USA Patriot Ac.t Disclosure
To help the government fight the funding of terrorism and money laundering activities, Section 326 of the Uniting and
Strengthening America by Pro,•iding Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
requires that all financial institutions obtain, verify and record infonnaf.ion that identifies the identity of any person
seeking to open an account with tile institution. The undersigoed acknowledges th.at Bank of the West's ("Bank's")
identity verification procedures require the Bank to request certain informatfon from Public Agency or third parties
regarding the Public Agency and, in some situations, on any Designated Signer to the account; and Public Agency agrees to
provide Bank with any requested information and consents to Bank making such inquiries of third parties as Bank deems
necessary or appropriate as a condition of opening an account witb or using any service provided by Bank:.
AGREEMENT
By signing this Signature Card on behalf of the Public Agency, the undersigned Authorized Representative(s): (a) agrees
to open one or more deposit accounts with; (b) agrees thai all deposit accounts opened pursuant to this Signature Card
and any addendum to this Signature Card shall be governed by the Signature Card, as amended by addenda fi:om time io
time, any agreement regarding the deposit of public funds (if required by State regulation), Bank's Deposit Account
Disclosure, Schedule of Fees and Charges for Business AccOUI)ts, any addenda thereto; and any other applicable
agreements pertaining to this Public Agency's deposit accounts all of which together sllall be called the Terms and
Conditions; (c) agrees that Bank may add to, delete from and otherwise ame.nd the Terrns and Conditions from time to
time, and Public Agency agrees to be bound by any and all such future additions, deletions and amendments to the Terms
and conditions; (d) authorizes Bank to verify any of the information given in connection with opening and maintaining the
deposit accouots, to obtain credit reports or to make any other inquiries of third parties about the Public Agency.; (e)
represents and warrants as to each Designated Signer (i) the signatures appearing above are genuine or facsimile
signatures of tbe Designated Signers; (ii) each Designated Signer is authorized to conduct transactions on all current and
future accounts opened under this Signature Card; (iii) the authority granted to each Designated Signer includes authority
to sign checks and other items; to give Bank other instructions to withdraw or tran.sfer funds; to endorse and deposit
checks and other items that are payable to or that belong to the Public Agency; and to transact any other business relating
to each ofthls Public Agency's accounts; and (f] agrees that Bank may rely on this authorization for each account opened
pursuant to this Signature Card until Bank receives written notice revoking the authorization in a form and at an agreed
upon location, and Bank has a reasonable time to act upon it; and (g) represents and warrants that all necessary and
appropriate actions or formalities, have been talcen to authorize the undersigned Authorized Representatives and the
Designated Signers to so acL
As a designated depository of this Public Agency, Bank is hereby requested, authorized and directed to honor checks,
drafts or other orders for the payment of mooey drawn in the Public Agency's name, including those payable to the
individual order of any Designated Signer, or when bearing or pur:porting to bear the facsimile signature(s) of any
Designated Signer pursuant to the Public Agency's banking resolutions on file with the Bank, and the Bank shall be
entitled to honor and to charge the Public Agency for such checks, drafts or other orders, regardless of by whom or by
what means the actual or purported facsimile signatures thereon may have been affixed thereto, if such signature or
signatures resemble the facsimile spedmens duly certified to or filed with the Bank by the Secretary or other official of
the Public Agency.
This Public Agency adopts the authorization above and certifies that atl information on this document is true and
c(}rrect. The undersigned certifies:
That the persons who signed below are Authorized Representatives and are authorized to enter into this agreement
on bel1alfofthe Public Agency.
Tiiat any of the undersigned Authorized Representatives, acting alone, may (a) agree io establish additional accounts
for the Public Agency under the same signature requirements; and (b) provide changes to this Signature Card.
l certify as an Authorized Representative of Public Agency thllt the foregoing information is complete and
accurate.
Name Title Signature
Den-nis Mclean, Director of Finance and Information Technology
'Public Agency iucludcs Public Agency Associations
11/02/13 (00127307.pdf) Page 2 of 2
Date
Revised 1010212012
Page2
3-67
Exhibit E-Deposit Account Signature Card-Addendum
3-68
Exhibit E
I
L
11102113 {00127:307 .pdf)
COMMERCIAL BANKING GROUP (CBG)
DEPOSIT ACCOUNT SIGNATURE CARD ADDENDUM
Addendum to the CBG Deposit Account Signature Card Agreement Dated;
Organization Legal Name: City of Rancho Palos Verdes
Tax ID Number: 95-2867872
Account Number:
Designated Signer Title
Signature
Name (Only Required for Add)
!
I
L
Name of Authorized Representative: D e n n i s M c L e a n
Authorized Representative Signature:
CBG DepositAccount Signature CarctAOctendum
Pape 1 of2
Add or
As of Date ~et<>
------·~ -·---
Date:
Revised I 0/04/2012
Pagel
3-69
.·_,··.·.
Exhibit F-Designation of System Administrator
3-70
Exhibit F
I
Organization Legal Name
City of Rancho Palos Verdes
Tax Identification Number
95-2867872
Designates the following as the authorized System Administrator(s), as defined in the Cash Management Services Terms and
Conditions. This organization acknowledges that any Systems Administrator has the rights and obligations for security of this
Organization's electronic and/or online cash management services, induding, without limitation, the ability to create additional
user(s) and assign security levels to such additional user(s) of the applicable cash management services.
This designation D represents D does not represent a change in System Administrator(s).
Administrator Name (Two
Recommended)
Email Address Administrator Signature Cash Management
Service
Web Direct
D Entemetbank 1
Web Direct
D Enternetbank
Web Direct
D Enternetbank
Web Direct
D Enternetbank
If this Organization has more than one System Administrator, this Organization (check one) D requires D does not require an
approval by a different System Administrator to create/modify and assign security levels to individuals who are authorized users of
this Organization's electronic and/or online cash management services. [Note: If an approval is required, the newly
created/modified user(s) must be approved by another System Administrator prior to having the access to the electronic andfor
online cash management services. If no approval is required a newly created/modified operator may have immediate access to the
electronic and/or online cash management services upon our receipt of an acceptable authorization from any one System
Administrator.]
If a general partnership, Limited Partnership, Limited Liability Partnership, we certify that we are a!f the general partners or
managing partners of the Organization: if a corporation, we are the authorized officers: and if a Limited Liability Company, we
certify that we are all the members of the Organization or all the managers of the Organization.
Printed Signer's Name Dennis Mclean Printed
Director of Finance & Information Technology
Title Title
Authorized Signature Authorized Signature
Date Date
1 Permits designee to access BNY Mellon online banking for BNY Mellon deposit account(s) opened under Bank's Entemetbank
Service.
11/02/13 (00127307.pdf) --------------BANl);~J~·:1\b~t'l' ---------------------
RAvis:ion 11 /R//010
3-71
Exhibit G-Contract For Deposit of Public Funds
3-72
CONTRACT FOR DEPOSIT OF
PUBLIC FUNDS
[California -Inactive and Active]
Depository: BANK OF THE WEST
Local Agency: CITY OF RANCHO PALOS VERDES
Agent of Depository: WELLS FARGO BANK N.A. MN
Security Safekeeper: WELLS FARGO BANK N.A. MN
Depository's Net Worth as of 12/31/13 11,846,222,201
Depository's Paid-up Capital and Surplus: $11,846,216,653·
Depository's Most Recent CRA Rating: Satisfactory
~~~~~~~~~~--''--~~~~~~~~
Effective Date of this Agreement: 01/22/14
~~~~~~--~~~~~~~~~~~~~
This agreement is made by and between Bank of the West ("Depository") and the Treasurer of
the local agency named above ("Agency") on behalf of the Agency with respect to the Agency's
deposit of funds vvith Depository.
Depository and Agency agree, as follows:
1. Governing law. This agreement is entered into pursuant to Article 2 of Chapter 4 of Part
1 ofDivision2 of Title 5 (commencing with Section 53630) of the California Government
Code (the "Code'). (Note: all sections referenced in this agreement shall be to the
California Government Code)
2. Agency Representations. Agency ha~ determined that the deposit accolUlts and services
contemplated by this agreement are to the public advantage. The person(s) executing
this agreement on behalf of Agency represent and warrant that: (a) they are authorized by
the Agency and under applicable law to bind the Agency to this agreement; (b) no further
approval by any other person, board or governing body is required to make this
agreement effective and binding as to the Agency; and (c) Agency's funds may be
deposited with Depository in accordance with this agreement.
3. Depository Representations. Depository represents and wan-ants that its net worth and
latest Community Reinvestment Act rating are as set forth at the top of this agreement.
4. Interest. Interest shall accrue on interest-bearing accounts maintained by Agency at the
rate set forth in Agency's account agreement with Depository ("Deposit Account
041-00906 (09112)
3-73
Disclosure For Business Accounts'', attached as Exhibit 0 to the Umbrella Agreement).
Per Government Code Section 53645 (a), interest for active deposits shall be computed
on the average daily balance for the calendar quarter. If Depository does not have a
system that can accrue interest on a 360-day basis for inactive deposits, Depository may
increase the rate of interest on the account so that the interest yield is equivalent to an
account where interest is calculated on a 360-day basis. Interest shall be paid quarterly or
more frequently, as set forth in the account agreement-"Deposit Account Disclosure For
Business Accounts".
5. Expenses. Unless otherwise agreed by the parties: (a) Depository shall bear the expense
of transportation of eligible securities maintained as collateral to and from the designated
Agent of the Depository; (b) Agency shall bear the expense of transportation of funds to
and from Depository; and ( c) Depository shall handle, collect, and pay checks, drafts, and
other exchange for the fees set forth in the account agreement between Depository and
Agency.
6. Other Deposit Terms. Each deposit shall be subject to the terms of the account
agreement (Exhibit 0) between Depository and Agency. This agreement supplements
and supersedes, where inconsistent, the terms of the account agreement between
Depository and Agency.
7. Deposits. At the time of each deposit, Depository will issue a receipt to Agency. Each
deposit shall be subject to the tem1s of this agreement and the account agreement (Exhibit
0) which shall state if and when interest is to be paid, the rate of interest, the duration of
the deposit, and the terms of withdrawal.
8. Security for Deposits. Depository shall at all times maintain the required amount of
eligible securities with the Agent of Depository named above to secure the deposits of the
Agency, in accordance with the Code, including without limitation, Section 53652. The
Agent of Depository is authorized to place such securities for safekeeping with the bank
named above as "Safekeeper" or with any Federal Reserve Bank or branch thereof or
with any other Approved Agents of Depository, in accordance with Section 53659.
Pursuant to Section 53653, Treasurer waives security for the portion of any deposits that
is insured pursuant to federal law.
Depository may add, substitute or withdraw securities being used as security for deposits
in accordance with Section 53654. Depository shall not interchange classes of security,
as defined in Section 53632.5, without the prior written approval of the Treasurer.
Depository shall have and hereby reserves the right to collect interest on the securities
maintained as collateral, so long as at all times, the collateral is in an amount at least
equal to those amounts required by Section 53 652 of the Code, and except in cases where
the securities are liable to sale or are sold or converted in accordance with the provisions
of California Government Code §53665.
2 041-00906 (09/)2)
3-74
Bank and City agree and acknowledge that per Section 56 N of the Cash Management
Terms and Conditions (Exhibit I to the Umbrella Agreement) none of the three sweep
options (each a "Sweep Option Account") currently offered by the depositor are insured
by the F.D.I.C., and therefore, to the extent funds in the City deposit account (i.e. "Sweep
Account" as defined in Exhibit Din excess of the applicable Target balance (as defined
in Exhibit Dare swept out of the Sweep account, such swept funds are not insured by the
F.D.I.C. for the period of time they are in a Sweep Option account.
9. Default by Depository. To the extent Depository fails to pay all or part of the Agency's
deposits secured by pooled securities in accordance with this Agreement, or if Depositor
fails, Section 53665 of the Code shall govern, including without limitation, the conditions
upon which the California Commissioner of Financial Institutions or such other
"Administrator of Local Agency Security" as is then designated under the Code (the
Administrator") shall order pooled securities converted into money for the benefit of the
Agency and the procedure therefore.
Upon notice to the Treasurer from the Administrator, Treasmer may withdraw deposits in
the event the Depository fails to pay the assessments, fines, or penalties assessed by the
Administrator or may withdraw authorization for the placement of pooled securities in an
agent of depository in the event the Agent of Depository fails to pay the fines or penalties
assessed by the Administrator.
10. Compliance. Subject to Section 53648 and applicable federal law, the parties shall
comply in all respects with the provisions of the Code and other applicable provisions of
law.
11. Termination. Either party may teiminate this agreement as to future deposits by
providing 30 days prior written notice written notice to the other party.
CITY OF RANCHO PALOS VERDES Date;
----
AGENCY
By:
Name/Title:
By:
Name/Title:
BANK OF THE WEST
3 041-00906 (09112)
3-75
"DEPOSITORY"
By: ---··----·--
Name/Title:
By:
Name/Title: (Corporate Seal)
[Note: This agreement should be signed in triplicate]
4 041-00906 (09/12)
3-76
Exhibit H-Authorization and Agreement for Cash Management Services
3-77
Exhibit
B~1\lK,f~~~·
H
1EST
AUTHORIZATION AND AGREEMENT FOR CASH MANAGEMENT SERVICES
This Authorization and Agreement for Cash Management Services {this "Agreement'') is executed by each of
the business organizations named befow (collectively, the "Business Entities"). Each Business Entity
acknowledges that it has received from Bank of the West (''Bank") the Cash Management Terms and
Conditions ("Terms and Conditions'?, Deposit Account Disclosure for Business Accounts ("Disclosure Booklet],
applicable Schedules of Fees and Charges, applicable User Materials, related documents and disclosures
(collectlvely, the "Disclosure Agreement") pertaining to the provision of one or more Cash Management
Services (collectively "Services") by Bank to the Business Entities. Each Business Entity agrees that the
Services obtained from Bank are subject to this Agreement, the Terms and Conditions, and the Disclosure
Agreement, as those documents currently exist and may be added to, deleted from or otherwise changed from
time to time in the future. Each Business Entity expressly acknowledges and agrees that if it has any electronic
services, amendments to the Terms and Conditions and the Disclosure Agreement may be delivered or posted
electronically, as is further disc,osed in the Terms and Conditions. Capitalized terms used in this Agreement,
not otherwise defined, have the meanings given to them in the Terms and Conditions.
Each of the undersigned Business Entitles hereby authorizes the lihking of its accounts with all of the below-
named Business Entities for the selected Seivices. Each of the undersigned Business Entities hereby
appoints the Business Entity first listed below ("Principal Business Entity") to act as the attorney in fact for
such Business Entity with respect to all matters concerning Services with Bank, such authority specifically,
but without limitation, including the right to: (1) establish, continue, modify, and terminate an account,
Service or other banking arrangement made by or on behalf of Business Entity; (2) contract to procure other
such Services available from Bank as Principal Business Entity considers desirable; (3) receive bank
statements, vouchers, notices, and similar documents from a financial institution and act with respect to
them: and (4) designate a person(s) ("Designee(s)') to act with respect to the Services. This power of
attorney is coupled with an interest.
The undersigned intend that Bank treat all Business Entities as one entity for purposes of the Services
provided pursuant to this Agreement. Specifically and without any limitation intended, each Business Entity
specifically authorizes all deposit [and other] accounts of each Business Entity to be linked together for
Account Analysis purposes, linked in the Deposit Concentration Service, linked in the Zero Balance
Accounting Service, linked in access via our Online Banking Service through any website owned, operated,
controlled, or maintained by Bank or any of its affiliates, without restriction. The accounts so linked may
include, without limitation, deposit accounts (for example and without limitation, savings, checking, money
market, certificates of deposit), credit accounts (for example and without limitation, lines of credit, credit
cards, loans, leases), investment and brokerage accounts (for example and without limitation, mutual funds,
stocks, securities, annuities) and any and all other accounts that we may now or in the future hold for or on
behalf of any named Business Entity_
Each Business Entity represents with respect to the individual who executes this Agreement on its behalf
("Designee") that the Designee is an au.thorized signer for the Business Entity. Each Business Entity agrees
that:
Any Designee is authorized to access any account of any Business Entity named in this Agreement
when such access is accomplished electronically via any Service provided in accordance with this
Agreement.
Each Designee shall further be entitled to access and control all such accounts singly via the
Service without regard to any multiple signer designations, requirements, or restrictions that might
otherwise be applicable to a specific account but for this Agreement Such access includes, without
limitation, the ability to: (1) control such accounts electronically; (2) view or initiate transactions
including, without limitation, withdrawals; (3) deposit and transfer money; (4) generally perform all
types of electronic transactions to and from each account of each Business Entity; and (5) further
authorize other users to access the accounts to perform similar functions (under the control of such
persons authorized hereunder}.
Each Business Entity acknowledges and agrees that the linking of its business account(s) through the
designated Services as contemplated in this Agreement could subject each of the Business Entities
Page 1of2 Revision Date 05/01/13
3-78
(individually or collectively) to claims involving or anstng out of the commingling of funds, and each
Business Entity hereby assumes all of the risks involved. Each Business Entity further acknowledges
and agrees that, for purposes of Online Banking, the granting of access to the deposit accounts of each
Business Entity by way of a single identification number and password rs provided by Bank only at the
request and for the convenience of each Business Entity. Each Business Entity, individually and
collectively, agrees to indemnify, protect, hold harmless and defend Bank from and agai~t any and all
claims, demands, damages, expenses, liabilities or costs (including attorneys' fees, professional fees
and court costs}, of whatever kind or nature whatsoever, in connection with or arising from allowing any
of the accounts belonging to each Business Entity to be linked to one another for access via the Services
or from the provision of the Services.
There are additional pages attached to this Agreement, which contain additional Business Entities
whose accounts and services may also be linked to the accounts of the Business Entities reflected on
this page.
DAccountAnalysis Service D lmageExpress Services
DAccount Reconcilement Services X Online Banking Services
X ACH Blocked Service D Payment Orders ACH
D Assured Access Card TM Services D Payrnen1 Orders Wires
D Cash Vault Services XPositive Pay Services
Dcontrolled Disbursement D RemittanceBanking Services (LockBox)
D Deposit Concentration Service D Remote Cashier's Check Service
D Direct Delivery of Checks Service D SecureDirect Banking Integration
D DirectPay Manager D Sweep Services
D Electronic Commerce Service Drax Direct Services
D Electronic Deposit Service DThird Party Depository Services
D Image Clearing Service Dzero Balance Accounting Services
Each Business Entity understands that use of any Service is subject to: (1) Bank's receipt of any required ·
information and documentation; (2) Bank's approval; and (3) each Business Entity's completion of any
testing or training requirements.
The undersigned Designee, and each of them, is an officer, owner, principal or other authorized individual of
the Business Entity on whose behalf the Designee is acting. The undersigned Business Entity and Designee
represent and warrant that the Business Entity on whose behalf the Designee is acting has taken all action
required by its organizational or constituent documents to authorize the undersigned Designee to execute
and deliver this Agreement and any other documents Bank may require with respect to a Service, and to
provide to Bank instructions, and to designate employees and agents to act in the name of and on behalf of
the Business Entity regarding the Services and any and all accounts affected by any Service obtained on
behalf of the Business Entity.
Tax Identification Number
95-2867872
Business Entity Na.me
City of Rancho Palos Verdes
Authorized Signature
Tax Identification Number:
Business Entity Name
Printed Signer's Name
Title
Printed -Siioer' s Name
f-----·----"-----------------1---------·~-~--·------------1 Authorized Signature Title
,~,.
11102/13 (00127307.pdf) ----HANil?,'Ei~llWf ""------------------
3-79
Exhibit I-Cash Management Terms and Conditions
3-80
Exhibit I
11 /02/13 (00127307.pdf)
BANl7 OF wmsT·"' · lLTHEW J:...i· .
Cash Management
Terms and Conditions
Effective May 1, 2013
Page 1of2
3-81
··::
Cash Management Terms and Condifons
GENERAL TERMS AND CONOlTIONS •••.. · ...•........•........... "" ........................................................................ 7
1. Amendments to Tenns and Conditions ................................................................................................ 7
2. Binding Effect; Successors and Assigns ............................................................................................. .7
3. Compliance with Applicable Laws ........................................................................................................ 7
4. Consent To Audit and to Verification of Identifying and Credit Information .......................................... 7
5. Cutoff Hours .......................................................................................................................................... 7
6. Duty to Review Statement and Items ................................................................................................... 7
7. t;lectronic Banking Services ................................................................................................................. 8
8. Electronic Communications .................................................................................................................. 8
9. Entire Agreement ........................................................ ~ ......................................................................... 8
10. Equipment; Software ......................................................................................................................... ." ... 8
11. Erroneous Reports ................................................................................................................................. 8
12.. Funding Limits; Available Funds .................................................... : ...................................................... 8
13. General Representations and Warranties ............................................................................................ 8
14. General Security Procedure Requirements .......................................................................................... 9
(a) General Security Procedures ..................................................................................................... 9
(b) Special Security Requirements for Payment Orders ............................................................... 10
(c) Internet Access and Information Security ................................................................................ 10
15. Governing Law; SubmissiontoJurisdiction ........................................................................................ 10
16. lndemnity ............................................................................................................................................. 10
1'7. Joint and Several Authority to Combine Funds ................................................................................. 11
(a) Joint and Several Representations and Warranties ................................................................ 11
18. Lawful Use .......................................................................................................................................... 11
19. Liabil[ty; Duty to Correct; Limitations of Liability; Statute of Limitations ............................................. 11
(a) Duty To Correct ........................................................................................................................ 11
(b) Limitations of Liability ...... , ........................................................................................................ 12
(c) Statute of Limitations ................................................................................................................ 12
20. No Advertising ..................................... -....... : ........................................................................................ 12
21. No Implied Waivers; Remedies Not Exclusive .................................................................................... 12
22. Non-Encrypted Transmissions via Computer .................................................................................... 12
23. Notice of Claim .................................................................................................................................... 12
(a) ReportingPeriod ...................................................................................................................... 12
(b) Failure to notify ......................................................................................................................... 13
24. Notices ..... : .......................................................................................................................................... 13
(a) Notice Address ......................................................................................................................... 13
(b) ProofofDellvery ....................................................................................................................... 13
25. No Warranty ..... , .................................................................................................................................. 13
26. Our Agents ......................................................................................................................................... 14
~.
----------------BANK-llf,WEST'----------------
Page 2 of 2
Page 2 of 50
3-82
Cash Management Terms and Conditions
27. Payment for Services .......................................................................................................................... 14
28. Privacy ................................................................................................................................................ 14
(a) Your Privacy Obligations .......................................................................................................... 14
29. Proper lnstructions .............................................................................................................................. 15
(a) Duty to Act. ............................................................................................................................... 15
(b) Unauthorized instructions ................................................................. : ....................................... 15
30. Proprietary Information ....................................................................................................................... 15
31. Recording and Use of Communications ............................................................................................. 15
32. Responding to Legal Process or lnvestigations .................................................................................. 15
33. Severabiiity .......................................................................................................................................... 16
34. Termination ......................................................................................................................................... 16
35. Training ............................................................................................................................................... 16
36. Your Agents ........................................................................................................................................ 16
TERMS AND CONDITIONS FDR SPECIFIC SERVICES .......................................................................... 17
37. Account Analysis Services .................................................................................................................. 17
(a) Checking Account .................................................................................................................... 17
(b) Thirty-Day Reporting Period ..................................................................................................... 17
38. Account Reconcllernent Services ....................................................................................................... 17
(a} Traditional Service ................................................................................................................... 17
(b) Partial Reconcilement Service ................................................................................................. 17
(c) Deposit Reconcilement Service ............................................................................................... 17
39. ACH Blocked Service ........................................................................................................................... 18
40. Assured Access Card TM Services ................................ , ..................................................................... 18
(a) Solicitation for and Issuance of Cards ..................................................................................... 19·
{b) Advertising ............................................................................................................................... 19
(c) Cardholder Enrollment and Issuance of Assured Access Cards ............................................ 19
(d) Credit of Allocations to Cards .................................................................................................. 20
(e) Correction ofErrors .................................................................................................................. 21
(f) Your Warranties ....................................................................................................................... 21
(g) Individual Validation ................................................................................................................. 21
41. Cash Vault Services ............................................................................................................................ 21
(a) Credit To Your Account. ........................................................................................................... 21
(b) Tampered Bags ........................................................................................................................ 21
(c) Bulk Cash Shipments ............................................................................................................... 21
42_ Controlled Disbursement Subscriber Service ..................................................................................... 22
(a) Required Documentation ......................................................................................................... 22
{b) !nformabon Reporting ............................................................................................................... 22
(c) Pre-Fund ................................................................................................................................... 22
(d) Returned Checks ..................................................................................................................... 22
(e) Stop Payments.' ........................................................................................................................ 23
(f) MICR Encoding ........................................................................................................................ 23
(g) Liability .................................................................................................................................... 23
(h) Special Rules Governing Controlled Disbursement Account with Servicer ............................. 23
(i) Alternative Check Storage Service ............... : ................................................. .-........................ 23
43. Deposit Concentration Service ............................................................................................................ 23
!a"" ----------------BANK~l),Wf'-S'f'----------------
11/02/13(001~f.jay1, 2013 Page 3 of 3 Page 3 of 50
3-83
Cash Management Terms and Conditions
44. Direct Delivery of Checl<s .................................................................................................................... 24
(a) Gourier ...................................................................................................................................... 24
(b) Deposit Recreation ................ : ................................................................................................. .24
45. DirectPay Manager ............................................................................................................................ .24
(a) Service ..................................................................................................................................... 24
(b) Compliance .............................................................................................................................. 24
(c) Authorization ............................................................................................................................ 24
(d) Submitting Entries ................................................................................................................... .24
(e) Initiate Transmission of Reports and Entry Files .................................................................... .25
(f) Processing Limits .................................................................................................................... .25
46. Electronic Commerce Service (ECS) .................................................................................................. 25
47. Electronic Deposit Services ................................................................................................................ 25
(a) Conditions to Provision of the Service ...................................................................... ,. ............. 25
(b} Ucense Grant. .......................................................................................................................... 25
(c) No Grant. .................................................................................................................................. 26
(d) Creating Electronic Images and Transmitting Your Electronic FHe to Us ................................ 26
(e) Disposition of Imaged Checks .............................................. , ................................................ .26
(f) Responsibility for Multiple Deposits of the Same Item ............................................................. 26
(g) Adjustments ............................................................................................................................. 26
(h) Processing Your Electronic File ............................................................................................... 26
{Q Exceptton Items ........................................................................................................................ 27
CD Your Spedal Representations and Warranties for Each EDS Deposit... ................................. 27
(k) AvalfabHity of Items; RLJles Governing ltems ........................................................................... .28
48. Image Clearing Service ....................................................................................................................... 28
(a) Description of Service: ............................................................................................................. 28
(b) Conditions-to Provision of the Service ..................................................................................... 28
(c) Creating Electronic Images and Transmitting Your Electronic File to Us ................................ 29
(d) Disposition of Imaged Checks ................................................................................................. 29
(e) Responsibility for Multiple Deposits of the Same ltem ............................................................. 29
(f) Adjustments ............................................................................................................................ .29
(g) Processing Your Electronic File ............................................................................................... 29
(h} Exception ltems ........................................................................................................................ 30
(i) Funds Availability ..................................................................................................................... 30
G) File Suspension ........................................................................................................................ 30
(k) Your Special Representations and Warranties for Each ICS Deposit. .................................... 30
{Q Testing ...................................................................................................................................... 31
49. lmageExpress Services ...................................................................................................................... 31
50. Online Banking Services ..................................................................................................................... 31
(a) Balance Reporting .................................................................................................................... 32
(b) Online Bill Payment Services .................................................................................................. 32
(c) Stop Payment Service .............................................................................................................. 33
(d) Commercial Loan Reporting .................................................................................................... 33
51. Other Electron!c Banking Service ...................................................................................................... 33
52. Payment Orders (Wire Transfers and ACH) ....................................................................................... 33
(a) PaymentOrder ......................................................................................................................... 34
(b} Rejection of Payment Orders ................................................................................................... 34
(c) Cancellation or Amendment of Payment Order ...................................................................... 34
(d} Foreign CLJrrencyTransactions ................................................................................................ 34
(e) Cross Border Entries ................................................................................................................ 34
(f) Inconsistency of Name and Nurnber ....................................................................................... 34
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Cash Management T enns and Conditions
(g} Customer Only Transactions ................................................................................................... 34
{h) Special Security Procedures .................................................................................................... 34
(i) Terms and Conditions Applicable to Payment Orders through ACH Services ........................ 35
(j) Payment for Services; Settlement Options .............................................................................. 35
(k) Money Transfer Service ........................................................................................................... 39
(I) Terms and Cor1ditions Applicable to Wire Transfers ............................................................... 39
53. Positive Pay Services ......................................................................................................................... 39
(a) Traditional Positive Pay Service .............................................................................................. 39
(b) Stand-Alone Positive Pay Service ........................................................................................... 39
(c) Payee Positive Pay Service .................................................................................................... .40
(d) General Terms and Conditions Applicable to All Positive Pay Services ............................... .40
54. Remittance Banking Services (Lockbox) .......................................................................................... ..41
55. SecureDirect Services ........................................................................................................................ 41
56. Sweep Services .............................. _ .................................................................................................... 44
(a) Deposit Sweep Service ............................................................................................................ 44
(b) Establishment of Investment Accounts .................................................................................... 44
(c) Rules Governing Eurodollar Account ...................................................................................... .44
(d) Rules Governing Federal Funds Account ................................................................................ 44
(e) Rules Governing Repo Account.. ............................................................................................. 44
(f) Automatic lnvestment.. ............................................................................................................. 44
(g) Interest Rates ...................................................................................................... , .................... 44
(h) Repo Account Securities Management.. .............................................................................. ..45
(i) Repo Account Maturity ............................................................................................................. 45
(i) Securrty Interest in Securities Held in Repo Account ............................................................ .45
(k) StatementsfConfimiations ....................................................................................................... .45
(I) Fees and other terms ............................................................................................................... 45
(m) Limitation of liability ................................................................................................................. .45
(n) FDIC Eligibility .......................................................................................................................... 46
(o) Loan Sweep Services .............................................................................................................. 46
(p) Transfer Between Loan Sweep Deposit Account and Loan Account ...................................... 46
(q) Payment ................................................................................................................................... 46
(r) Insufficient funds ...................................................................................................................... 46
57. TaxDirect Services .............................................................................................................................. 46
(a) Deposit Account; Sufficient Funds .......................................................................................... .47
(b) Duty to Maintain Records ........................................................................................................ .47
(c) Service Limited to You ............................................................................................................. 47
(d) We Are Acting Only as Your Agent.. ....................................................................................... .47
58. Third Party' Depository Services ........................................................................................................ .47
{a) Your responsibilities ................................................................................................................ .47
(b} Deposit Discrepancies ............................................................................................................ .47
(c} Notifications ............................................................................................................................. .48
59. Zero Balance Accounting Services ..................................................................................................... 48
GLOSSARY ................................................................................................................................................. 49
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Cash Management Terms and Conditions
Welcome to Bank of the West!
Thank you for selecting Bank of the West as your business bank. It is a pleasure to serve you.
Your agreement for cash management services (the uServices") is governed by your Authorization
and Agreement for Cash Management Services, this Cash. Management Terms and Conditions
booklet ("Booklet"), the Deposit Account Disclosure for Business Accounts ("Disclosure Booklet"),
any current Schedufe of Fees and Charges, Analyzed Business Checking Schedule of Fees and
Charges. any User Materials, and any confirmations or other documents and disclosures that
pertain to the provision of one or more Services by us (collectively, "Terms and Conditions"). This
Booklet and any of the documents and agreements that are included within the Terms and
Conditions may be added to, deleted from, or otherwise amended from time to time.
This Booklet contains general provisions that apply to any and all Services that we provide to you
and it also contains provisions that apply to specific Servic.es that you may not wish to use. The
general provisions are in all cases subject to more speclfic information in the specific provisions or
in the User Materials. For example, specific provisions about cutoff times for ACH transactions
control for those Services in place of the general provisions about cutoff times. In some cases, we
will need to obtain additional information from you regarding your eligibility for and continued use of
specific Services. Depending on the Service, we may ask you to sign a certification or other form
confirming that information and agreeing to additional terms and conditions that will apply to a
specific Service. tf we offer you special terms and conditions for a Service that differ from the
terms and conditions set forth in this Booklet, we will give those terms and conditions to you in a
written form that clearly specifies that those terms and conditions apply in place of contrary or
conflicting terms and conditions contained in this Booklet or in our standard forms and other
documents.
As part of our commitment to offering you a cholce of Services that meet our high standards of
excellence, we are constantly reevaluating, updating and upgrading our Services, including adding
new Services, and those reviews and changes lead us to update the Terms and Conditions
regularly. You therefore understand and agree that the Terms and Conditions wiH evolve and
change over time (including modifications, additions and deletions). You may view our current
Terms and Conditions at any time by going to our website and clicking on the tabs/links for Cash
Management Services and Terms and Conditions. By accepting or using any Services, you agree
to all the Terms and Conditions, as in effect at the time you use the Services. Any changes in our
Terms and Conditions will apply only to transactions effected after the date the changed Terms
and Conditions are posted to our website. You acknowledge your acceptance of those changes by
continuing to use the affected Service(s) after the time of posting of those changes.
In this Booklet, "BOW," "we," "us,» "our" and "Bank" refer to Bank of the West. The words "you"
and "your" refer to the person or entity identified on our records as the accountholder of the
account Any other defined terms in this Booklet will be capitalized. You may find the definitions in
the glossary at the end of this Booklet. ·
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Cash Management Terms and Conditions
GENERAL TERMS .A.:1'1D CONDITIONS
1. Amendments to Terms and Conditions
We may amend, add, or delete any provisfon of the terms and ronditions detailed in this Booklet and in the Tenns and
Conditions at any time. Generally, any additions, deletions or other amendments will be posted on the Bank's Website,
www.bankofhtewestcom. To the extent and in the manner and timeframes required by law, Bank will notify Customer in
advance of any changes that affeci your rights and obligations. You indicate your acceptance of any change we make by
continuing to use the Service after the change becomes effective.
2. Binding Effect: Successors and Assigns
The provisions of the Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their
respective successors, administrators, liquidators, receivers, trustees, assignees, custodians, conservators or other
similar' officials. You may not assign your rights or delegate your duties under the Terms and Conditions without our
consent, and any purported assignment in violation of thls provision shall be null and void. With prior notice to you, we
may assign or transfer any or all of our rights and obligations under the Terms and Conditions and your accoun!s to any
other direct or indirect wholly owned subsidiary of us or any other person Which acquires all or substantially all of the
custodial business of us.
3. ComgHance with Applicable Laws
You agree to conduct your business and operations in accordance with all applicable laws, rules and regulations, and
you agree to be bound by, and to comply with, the ACH Requirements and Wire Transfer Requirements, as defined in
Section 49.
4. Consent To Audit and to Verification of ldentifvlng and Credit Information
(a)(Q Consent to Audit-At least annually, upon our request you agree to make yourself, your premises, your
documentation and due diligence processes and procedures available for audit by us for compliance with
applicable laws, regulations, operating rules, mitigation of risk and with the Terms and Conditions. We will provide
you with not less than ten (10) days prior notice of any audft and agree to work with you to set a reasonable time
for any audit
(a)(ii) Verification of Identity and Credit -~n a=n:lance with federal law, we must make a reasonable
detemiination and verification of our clients' profile information. Until verification is completed, we may not be able
to service and maintain your account By requesting any Se!Vices, you acknowledge and consent ta us obtaining
background and/or credit reports nec.essary to comply with any federal or state statutes or industry regulations.
5. Cutoff Hours.
Each Service may have cutoff hours as set forth in various User Materials. ln general, transactions initiated or
instructions received after the established cutoff hour shall be considered as having been made on our next Banking
Day.
6. Duty to Review Statement and Items
You have a duty to protect your account from abuse. You must promptly examine and reconcile your periodic statement
and any items paid against your account when those statements and/or items are provid_ed to you or made available to
you through any of our Seivices. It is important that you notify us, in writing, of any error, omission, alteration,
unauthorized signature, or other irregularity in checks or statements and any loss, theft, or improper or unauthorized use
of any register or instrument evidencing funds on deposit, or any banking forms relating to an accounl lf you do not
report unauthorized transactions within thirty (30) days after the statement is mailed or made available, we will not be
liable for payment of any forged or unauthorized items shown on the statement In the even unauthorized or forged
transactions are committed by the same person, the thirty (30) days begins on the date the first statement in which the
first unauthorized transaction appears is mailed or made available. See your Disclosure Booklet for additional
information and details.
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Cash Management Terms and Conditions
7. Electronic Banking Services
We offer various electronic banking seivices, some of which are accessible via the World Wlde Web and others of which
are software based. You hereby authorize us to offer our vadous electronic banking Services via licenses and/or third
party servioers.
8. Electroni·c Communications
If you use any electronic banking Seivice or Internet Banking Service, you agree that any and all disclosures and
communications regarding those Services or the Terms and Conditions may be made electronically, by posting 1D our
Web site in accordance with applicable law. Any electronic disclosure or communication we make will be considered
made when transmitted by us and any disciosure or communication we make by posting to our Web site will be
considered made when posted by us.
9. · Entire Ao reement
The Terms and Conditions, as defined in the iirst paragraph of this Booklet, constitute the entire and complete
understanding between and among the parties with respect to the Seivices, and no representations or agreements,
expressed or implied, of any kind or character whatsoever have been made except as is expressly set forth in the Terms
and Conditions.
10. Equipment; Software
You must provide and properly install all required Equipment and maintain the Equipment in good working order. You
accept full responsibility for the s«;;curfty and confidentiality of all matters related to the Equipment Any Equipment
requirements are described in the User Materials, as amended from time to time. Unless otheiwise agreed between you
and us, we are not responsible for the installation or setup of any Equipment We do not guarantee access to any·
Services from ali computers, modems or commun.ication software packages. Should you choose to use equipment not
listed in the User Materials or not previously authorized by us in writing, we may not support such equipment and you
may not be able to access the Services with such equipment.
11. Erroneous Reports
If you receive an Erroneous Report, you will immediately notify us by telephone and will return the original Erroneous
Report to us by U.S. MaH or, if instructed by us, destroy the Erroneous Report in a commercially reasonable manner.
You agree you will not disclose, use, review, copy, sell, disseminate, publish or distribute any Erroneous Report
1.2. Funding Limits; AvaHable Funds
In our sole discretion, we may establish a funding limit ("Funding Limit") from time to time with respect to any Service,
including, without limitation, for the Controlled Disbursement Service and for any Payment Orders originated. through the
ACH Service. We will have no obligation to you to fund any Service for amounts in excess . of funds available in
designated deposit accounts.
'13. General Representations and Warranties
You represent and warrant that
(i) You have taken all necessary action to authorize the execution and delivery of the Tem1s and Conditions;
(ii) The person signing the documents establishing your account relationship is duly authorized to do so;
(iii) You have obtained all authorizations of any governmental body required in connection with your agreement to
the Terms and Conditions and such authorizations are in full force and effect;
(iv) Your acceptance of the Terms and Conditions and your pertormance of your obligation under the Terms and
Conditions will not vio!ate any law, ordinance, charter, by \aw, or rule applicable to it or any agreement by which you are
bound or by which any of your assets are affected; and
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Cash Management Terms and Conditions
(v) Al\ infonnation, documents, statements (written or oral), agreements and work papers furnished or to be
furnished in writing to us by you relating to you ("Information"), including without limitation any Information containing any
representation, warranty, c;ovenant or agreement made in respect of you, your affiliates or their business and operations,
is or will be at the time of delivery to us accurate and complete in all material respects. You understand that we may rely
on such Information in connection with transactions effected for credit to your accounts.
14. General Security Procedure Remuirements
(a) General Security Procedures
(a)(i) Introduction -The following general security procedure requirements apply to any Services provided.
Certain Seivices require special security procedure requirements. The User Materials outline in detail the security
safeguards that allow you to determine the holder of the security system fur your company, authorized users,
authorized transaction types and dollar limits on all transactions. For certain Services, you will be responsible for
the administration, including the deletion of authorized users.
(a)(ii) Access -Most SeTVic:es can be accessed and instructJons and communications can be given by you to us
by electronic means, such as a computer terminal. If we give you access to a secure system of communicating
with us, such as our online banking services, you will be given or will select a user id and password. Each
individual who is authorized by you to access the Services must have a unique user id and password. You will be
responsible fur the confidenffality and use of each user id and password. You will be responsible for all instructions
received by us through and under any authorized user id and password. We reserve the right to require you to
change any or all of the sec:urity procedures or codes at any time. We may require that you designate an
individual (and, where applicable, we recommend that you have at least two individuals) who are authorized to
take control of the security procedures inherent in the Service. Unless we are otherwise advised, the employee(s)
(up to two), who execute the enrollment agreement are conclusively presumed to be the Designated Company
Contact ("DCC"). The DCC is, or can assign to another(s), the role of System Administrator(s). The System
Administrator(s) is responsible far assigning the levels of security necessary for you.
(aWli} Default Password -Any initial default passwords are sent to the DCC under separate cover.
(a)(iv) Password Change -Any System Administrator(s) will be required to change the initial passwords the first
time they use their !Ds to login into the System. It is the System Administrator's responsibility to understand the
security capabilities built into the Service and to assign and, as appropriate to your business and security needs, to
restrict access to the various applications only to those employees who have a need to know, keeping in mind the
importance of separation of d.uties as an important way of protecting your company. The System Administrator
also maintains the responsibility of setting certain limits related to dollar or volume thresholds for authorized users.
(a)(v) Agreement to Comply -You agree to follow the security procedures we have established for your
communications with us.
(a)(vi) Confidentiality -We do not publish these security procedures or make them generally available to the
public because doing so would compromise the integrity of the security procedures. You are responsible fur
maintaining the confidentiality of any security procedures established, If you or your agents have reason to believe
that any security procedures (including any identification codes) have or ·may have become known by unauthortzed
persons (whether or not your employees), you shall immediately notify us by telephone.
(a)(vii) Our Reliance -Until yo.u notify us and we have a reasonable opportunity to act on the notice, you shall
remain responsible for any transactions and/or instructions give by use of each user id and password. You are
solely liable for any transactions and/or communications initiated by us before we have received notice from you of
the breach or potential breach of any seculify procedure and have had a reasonable opportunity to act on such
notice.
(a)(viii) Breach of Security Procedures -You agree to notify us immediately if you become aware of: (i) any loss
or theft of any user id or password; or Qi) unauthorized use of user id and/or password, or of the Service or any
information. You further agree to notify us immediately if we are required to take any action to terminate access to
any Services by any user(s). You agree to confirm any oral notification in writing to us within 24 hours. You agree
to cooperate with us to replace the security procedures (including any identification codes) in accordance with our
security requirements.
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Cash Management Terms and Conditions
(b) Special Security Requiremenis for Payment Orders
You agree to comply with the following security procedure requirements with respect to aH Payment Orders you
Originate and transmit to us. You understand and acknowledge that the purpose of these security procedures is to
verify the authenticity of Payment Orders delivered to us In your name and not 1o detect errors in transmission or in
the content of Payment Orders submitted to us. You agree to implement appropriate procedures to ensure the
accuracy of all Payment Orders submitted to us and the integrity of the transmission of such Payment Orders. You
further agree that the following procedures are a reasonable and satisfactory method of verifying the authenticity of
Payment Orders and that we may act on any Payment Order that we have verified in accordance with the following
security procedures. If a Payment Order (or a request for canc::ellation or amendment of a Payment Order)
received by us purports to have been transmitted or authorized by you, itv.111 be deemed effective as your Payment
Order and you wHI be obligated to pay us the amount of such Payment Order Entry even though the Payment
Order was not in fact authorized by you so long as we act in compllance with the following security procedures. If
a Payment Order received by us was in fact transmitted or authorized by you, you will be obligated to pay the
amount of the Payment Order regardless of whether we followed these security procedures. Regardless of the
method you use to transmit files to us, you are strictly responsible for establishing and maintaining procedures to
safeguard against unauthorized transmissions. You warrant that no individual will be allowed to initiate transfers in
the absence of proper supervision and safeguards and that you will take reasonable steps to maintain the
confidentiality of the security procedures and any passwords, codes, security devices and related instructions. You
agree to notify us as soon as possible if you believe or suspect that any unauthorized person has received access
to any security intonnation, but doing so will not affect your liability for any transactions processed by us in good
faith prior to receiving such notification and acting within a reasonable time to prevent unauthorized transactions.
(c) Internet Access and Information Security
You acknowledge that we do not control the Internet or other information systems operated by third parties and you
will not hold us or our agents liable for any failures, acts, or omissions of any third party infonnafion system
operator, including but not limited to, unauthorized access to, alteration, theft, or destruction of infonnation and
data. You agree to employ a commercially reasonable security technology tor transmitting the check images and
deposit data to us. !n the event of a change in the commercially reasonable standard as a result of technological
advancements, you agree to utilize such securfty technology which will satisfy such !hen commercially reasonably
standard. You agree that we are not responsible if your computer system, your internal controls or other operating
software causes interaction between us to operate poorly or slowly. You agree to audit your security practices and
otherwise comply with our rules pertaining to Internet security as provided to you in writing. You acknowledge and
agree that such rules may be modified by us, such modifications to be effective upon the giving of notice thereof by
us to you. You agree that your email system will not block emails from our domain and that you are fully
responsible if your email system blocks emails from our domain.· You must take preventative action to scan all files
for viruses.
i5. Governing Law: Submission to Jurisdiction
EXCEPT AS OTHERWISE PROVIDED IN THE !TERMS AND CONDITIONS, THE TERMS AND CONDITIONS AND
THEIR ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA (without regard to
any principles of conflicts of law). ln the event of any action by us to enforce the Tenns and Conditions, you agree to
pay the costs thereto, including reasonable attorneys' fees and court costs. You hereby submit to the nonexclusive
jurisdiction of ttie United States District Court for either the Central District of California or the Northern District of
Calffomia and of the California Superior Court sitting in either the County of Los Angeles or the County of San Francisco
for purposes of all legal proceedings arising out of or relating to the Terms and Conditions or the transactions
contemplated hereby. You irrevocably waive, to the fullest extent permitted by law, any objection which you may now or
hereafter have to the laying of the venue of any such proceeding brought !n such court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum, and you agree that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner permitted by law.
16. Indemnity
We shall not incur any liability with respect to any act or omission in reliance upon any document, including any written
notice or instruction provided for in the Terms and Conditions You agree to indemnify and hold us harmless for any and
all actions we fake in accordance with your instructions, even if we vary from our standard procedures in honoring such
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instructions. ln the event that we or our respective officers, directors, shareholders, agents, representatives or affiliates.,
or any heirs, legal representatives, successors, and assigns of the foregoing (each an "Indemnified Party" and
collectively the "lnclemnlfied Parties") become involved in any capacity in any action, proceeding or investigation brought
by or against any person (including you) arising out of or based upon any false representation or warranty or breach or
failure by you 1D comply with any covenant or agreement made by you herein or in any other document furnished by you
to any Indemnified Party in connection with the Terms and Conditions or any transaction effected pursuant to the Terms
and Conditions, or any claim is otherwise made against any of the Indemnified Parties arising out of the perfonnance by
us of our duties and obligations under the Terms and Conditions, you will indemnify and hold harmless each of the
Indemnified Parties from and against any and all !iabilltles, obligations, losses, damages, penallies, claims, demands,
actions. judgments, suits, costs, expenses and disbursements (including reasonable legal costs and expenses) of any
kind or nat<.Jre whatsoever (collectively, "Losses") incurred in connection therewith, other than such Losses that are
ultimately determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from
such Indemnified Party's gross negligence or willful misconduct
17. . Joint and Several Authority to Combine Funds
If more than one party joins in one or more Services, the contractual obligations shall be the independent obligations of
each party, the obligations hereunder being joint and several, Each of you agrees that there is no expectation of privacy
between the entitles that have joined in the Services.
(a) Jofntand Several Representations and Warranties
Each of you hereby represent and warrant to us that any and all transfers and commingling of funds required or
permitted by any Services, and all other aspects of the performance hereof by the parties, have been duly
authorized by law and by all necessary parties, including, without limitation, the account holder of each a=unt and
that each of you have obtained and shall maintain in your regular business records and make available to us upon
reasonable demand, adequate documentary evidence of such authorization from the account holder of each
account, executed by the duly authorized officer(s) of each such account holder in accordance with that account
holder's corporate bylaws and board resolutions. Each representation and warranty contained herein shall be
continuing and shall be deemed to be repeated upon your use of the Services and our effec'Jng each transfer and
commingling of funds.
18. Lawful Use
You agree that you shall not {and you shall have appropriate procedures and monitoring in place to assure that your
employees and agents do not) use our Services for any purpose that is unlawful, abusive, harassing, libelous,
defamatory, obscene, threatening or damaging in any way.
19, Liability; Duty to Correct; Limitations of Liability; Statute of Limitations
We are not responsible for any loss, delay, cost or liability whlch arises, directly or indirectly, in whole or in part, from: (a)
your acfions or omissions. or those of third parties which are not within our immediate and reasonable control; (b) your
negligence or breach of any agreement with us; (c) any ambiguity, inaccuracy or omission in any instruction or
infonTiation provided to us; (d) any error, failure or delay in the transmission or delivery of data, records or items due to a
breakdown in any computer, utility or communications facility; (e) any error or omission, willful or negligent by any third
party, including, without limitation, the Service, equipment malfunction, unusually severe weather conditions, accidents,
strikes or labor disputes, war, civil unrest, sabotage, fire, explosion. flood, water damage (e.g., from fire suppression
systems), or acts of God; (f) circumstances beyond our reasonable control, including delays by third parties; or (g) the
application of any government or funds-transfer system rule, guideline, policy or regulation. Our performance of our
obligations shall be extended to include the period of time that our {or our third party processor, if any) was delayed or
prevented from performing their obligations under the Terms and Conditions by reason of any of the above causes_
(a} Duty To Correct
If we make an error, upon written notice of the error, we will, to the extent reasonably possible, correct the errors
promptly.
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(b) Limitations of Liability
(b)(i) Except for iosses caused by our gross 11egligence or willful misconduct, our liability for every loss, cost, or
Hability arising from our errors, whether caused by acts or omissions, is limited the average monthly charge for the
Services in question for the six-month period preceding lhe date of loss. We shall not be responsible, under any
circumstances for any loss of goodwill or for any special, consequential or indirect damages that you incur in
connection with the Terms and Conditions or the Services.
(b)(ii) You acknowledge that our fees for Services have been established in contemplation ot (a) the limitations
on its liability set forth in the Terms and Conditions; (b) your agreement to review statements, contlrrnations,
reports, and notices promptly, and to nofify us immediately or any discrepancies or problems; and (c) the
application of the alternative dispute resolution provisions set forth in the Terms and Conditions.
(c) Statute of Limitations
Any claim, action or proceeding to enforce the terms of the Terms and Conditions or to recover for any Services-
related loss must be commenced within one year from the date that the event giving rise to the claim, action or
proceeding first occurs.
This section shall survive tennination of the Terms and Conditions and all Services.
20. No Actvertisina
Neither party shall use the name of the other in any marketing or advertisement without the prior written consent of the
other.
21. No Implied Waivers; Remedies Not Exclusive
Na failure by us to exercise. and no delay in exerc::ising and no course of dealing with respect to, any right or remedy
under the Terms and Conditions shall operate as a waiver thereof; nor shall any single or partial exercise by us of any
right or remedy under the Terms and Condiiions preclude any other or further exercise thereof or the exercise of any
other Tight or remedy. The rightS and remedies specified in the Terms and Conditions are cumulative and are not
exclusive of any other rights or remedies provided by law. No course of dealing and no delay or failure of ours, our
parent company, affiliates, subsidiaries, agents, successors in interest or assigns in exercising any right, power or
privilege under the Terms and Conditions or any other agreement in connection with these Services shall affect any other
or future exercise thereof or exercise of any other right. power of privilege; nor shall any single or partial exercise of any
such right, power or privilege preclude any further exerdse thereof or of any other right, power or privilege. Our rights
and remedies, and those of our parent company, affiliates, subsidiaries. agents, successors in interest or assigns under
the Terms and Conditions or any other documents or instruments pursuant to or in connection with the Services are
cumulative and not exclusive of any rights or remedies which any such party would otherwise have_
22. Non-Enc[Ypted Transmissions via Computer
You acknowledge that some computer data transmissions or other communications between the parties may not be
encrypted and you assume the risk of interception of unencrypted data transmitted between you and us or between us
and any third party tliat represents you.
23. Notice of Claim
(a) Reporting Pe.rlod
(a}(i) Thirty-Day Reporting Period. You agree to review, regularly and promptly, all reports, bank statements,
Payment Order instructions, adjustments, charges, entries and other transactions. You shall immediately or, in
. any event, thirty (30) calendar days following the date that we 'first mail or otherwise make available to you
notification of the transaction (Notice Period"), notify-us of any error or discrepancy between your records and any
notice or statement from us, or any transaction or transrer you believe was not authorized. You agree to notify us
immediately of any claim you have or any claim that is made to you by a third party, that any of our acts or
omissions in connection with any Service has caused you or the third party damage_
!fll.
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(a)(U) Reporting Periods of Less than Thirty Days -In some cases, you are obligated fa notify us of
unauthorized actMty or discrepancies within a shorter time frame, such as errors in ACH or wire transactions as
soon as possible, and not later than 24 hours after first discovering the unauthorized transaction or error. See
ACH Services at Section 49.
(b) Failure to notify
(b)(i) If you fail to notify us of discovery within the Notice Period, in the event of an erroneous Payment Order,
you will be liable for all losses (including any loss of interest) up to the amount of the Payment Order, which result
from your failure to give us notice or which might have been prevented by giving us notice and, in the event of an
unauthorized Payment Order, we wfll not be liable for any loss of interest which results from your failure to give us
notice or which might have been prevented by giving such notice.
(b){ii} Unless otherwise provided in the Terms and Conditions, if you fail to notify us of any error or discrepancy
within 30 calendar days following the day we first mail or otherwise makes available to you a notice, including
notice via electronic format which may be available via the Internet, you are precluded from asserting and waive
the discrepancy against us.
24. Notices
We are entitled to rely on any written notice or other written communication, including facsimile, electronic mail (i.e.,
email) or other messages delivered in electronic medium if we believe in good faith that the communication is genuine
and has been signed or otheiwise authenticated by a person designated by you as an authorized representative. Any
person designated by an authorized representative in the corporate or company resolutions, signature cards or
statement of designated authorized signatories on any of your deposit accounts with us Is deemed by us to be an
authorized representative for all purposes of your deposit accounts. You may add or delete your designated authorized
representatives in accordance with our established procedures for changing authorized representatives. You agree that
we may require notices regarding specific Services to be give to us at a location and in a manner we so provide to you.
For example, any notice to us with respect to ACH transactions must be given to the contact person we designate to you
from time to time for your ACH transactions. You cannot give effective notice to any other personnel of the Bar:ik or to
any contact person designated for your other account purposes or in the manner provided below for general notices.
(a) Notice Address
Except as otherwise provided to you, all notices to BOW regarding any Cash Management Services shall be sent
to Bank at
Customer Service Support Unit
Bank of the West
SC-MPK0-1-L
1977 Saturn Street
Monterey Park, CA 91755.
(b) Proof of Delivery
Notices to you will be deemed made when deltvered orally, electronically, in person, or by mail at the address you
designate for your bank statements unless you specify in writing another address for notices.
25. No Warranty
YOU ACKNOWLEDGE THAT THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE VALUE,
CONDITION, DESIGN OR FUNCTIONING OF ANY SERVICE, THE USE, MERCHANTABILllY, FITNESS FOR ANY
PURPOSE, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, Of ANY
SYSTEM, SOFTWARE, LICENSED SOFlWARE OR OTHER RIGHTS TRANSFERRED HEREIN, FREEDOM FROM
INFRINGEMENT OR ANY OTHER REPRESENTATfON OR WARRANTY WHATSOEVER WITH RESPECT TO THE
SYSTEM, LICENSED SOFTWARE OR OTHER RIGHTS TRANSFERRED HEREIN. IN THIS REGARD, YOU
ACKNOWLEDGE THAT BANK WILL NOT BE LIABLE TO YOU FOR AN INCIDENTAL, INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES, LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY
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THE USE OR INABILITY TO USE THE SYSTEM, LICENSED SOFTWARE OR OTHER RIGHTS TRANSFERRED
HEREIN.
26. Our Agents
In the event ihat any Service(s) are dependent on our ability to obtain or provide access to third party networks and
distribution systems, you and we agree that if the network or system is unavailable or in the event we determine, in our
discretion, that we are unable to continue providing third party network or system access, we may discontinue the related
Service(s) or may provide the Service(s) through an alternate third party network or system. In any event, we have no
liability for the unavailability of the third party network or system.
27. Pavment for Services
You will pay us for the Services at the current price we quote or cite plus, if applicable, additional fees and expenses for
any taxes or extraordinary Services. With some exceptions, the amounts due for the Service(s) may be charged to
Account Analysis. See Section 37 and the Deposit Account Disclosure for Business Accounts for a description of our
Account Analysis terms and conditions. lf your monthly analysis credits are insufficient to pay the amounts due, absent
other written arrangements with us, you agree that we may debit any of your accounts for any and all fees and expenses.
If you close your account or terminate any Service, you will owe us fees and charges for any unpaid Services and for the
month in which your account was closed or in which any Service was terminated. You agree that we may debit any fees
and charges from any funds of yours that we hold. We also may collect both aciual and estimated fees and charges
from you at the time you close your account or after your account is closed. You remain liable to the Bank for any unpaid
fees and charges which are not paid at the time your account(s) are closed.
28. Privacy
You agree to comply with all privacy and data-security laws applicable to your activities in connection with '1andling of
personal financial information with respect to your employees or other consumers wfth respect to whom any Services
may be offered. Wrthout limiting the foregoing, you acknowledge that the Gramm-Leach Bliley Act ("GLBA') governs
disclosures of "nonpublic personal information," as such term is \:"lefined in Title V of the GLBA and any state statutes
adopted to comply therewith, the FTC Regulations promulgated pursuant thereto (including 16 CFR Part 313, 16 CFR
Part 314, 12 CFR Part 332 and 12 GFR Part 364), and any state regulations promulgated under such state statutes or in
compliance with the GLBA (collectlvely, the "Privacy Act and Regulations"), about consumers. You agree to comply with
the Privacy Act and Regulations tu the extent applicable and with all applicable law relating to consumer information. To
the extent to maintain any persona\ financial information of consumer, you agree to adopt and maintain a comprehensive
privacy policy and information security policy with respect to the handling of personal information of individuals. You
agree to comply with your privacy policy and information security policy.
(a) Your Privacy Obligations
You agree that with respect to nonpublic personal information, you will:
(a)(i) Comply with the terms and provisions of the Privacy Act and Regulations, induding the provisions
regarding the sharing of nonpublic personal information;
(a)(ii) Not disclose to any third party without prior consent or use any nonpublic personal information that you
obtain from us except to carry out the purposes for which we provided such nonpubk personal Information;
(a)(iii) Comply with all applicable information security standards established by requirements of applicable law;
and
(a)(iv) In the event of a security breach or any other violation relating to any personal information under your
control or the control of a third party service provider with Which such party has contracted, then you will pay any
the out-of-pocket expenses incurred by us if we are involved in responding to the security breach, including paying
the cost of notifying individuals that information about them was subject to a security breach .
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29. Proper Instructions
(a) Duty to Act
Except as expressly provided in the Tenns and Conditions, we will act for your -account only pursuant to Proper
lnstructions pro\~ded to us and we will have no duty to act in the absence thereof. As used herein, "Proper
lnstructions" means your instructions or those of your authorized agent or attorney-in-fact designated by you on· a
form reasonably acceptable to us and in accordance with the security procedures established by you and us in
accordance with the Terms and Conditions, given orally either in person or by telephone, or by facsimile
transmission or by electronic mail or any electronic service that provides access to our Services, setting forth in
reasonable detail the specific transection(s) involved and subject to such authentication procedures, if any, as we
may determine. Any Proper Instructions given by you to us shall not be effective until it is actually reraived by us
and we have had a reasonable opportunity to act upon such instructions. You agree that we may act upon and
shall incur no l\abmty in acting upon any such instructions as reasonably understood by us, provided such.
instructions reasonably appear to be genuine to us. You agree that you are responsible for and we may rely upon
the accuracy and euthenticity of all data and other infoITTlation furnished to you by your employees and agents.
You acknowledge that we reserve the right to decline to accept any Proper Instructions or to execute any
transaction(s) for your account in our sole discretion. We shall in no event have any responsibility to accept Proper
Instructions or to otheiwise act with respect to your account unless indemnified to our satisfaction. Nothing in this
provision, however obligates us to honor, either in whole or in part, any transaction or instruction that (a) is not in
accordance with any condition agreed upon between the parties either in the Te11T1s and Conditions or in any other
agreement between the parties; (b) we have reason to believe may not be authorized by you; (c) exceeds any
transaction limit, Funding Limit, or daily limits imposed by us on you transactions; (d) exceeds your collected and
available funds on deposit with us; (e) involves funds that are subject to a hold, dispute or legal process which
prevents their withdrawal; (f) violates any provision of any applicable risk control program of the Federal Reserve
Bank or any rule or regulation of any federal or state regulatory authority; or (g) for the protection of either one of
the parties, we have reasonable cause not to honor.
(b} Unauthorized instructions
You agree that we are not obligated to follow any instructions purported to be from you or any person representing
you or any other person unless such instrnctions are provided to us in accordance with the Terms and Conditions
and any security procedures or other operational procedures we rney put in place from time to time. You also
agree that we are not obligated to provide any notices regarding transactions for you to any person other that the
authorized representative designated by you to receive such notices in accordance with the Terms and Conditions
and our procedures in place from time to time.
30. Proprietary Information
You acknowledge that all User Materials, any Software, Licensed Software or systems ("Confidential Information") used
in providing the Services and all information relating thereto, either are our proprietary properties or properties which we
are authorized to sub-license and have great commercial value. You acknowledge that yoLl acquire no property or
proprietary rights in the User Materials, Software system, or Licensed Software as a result of your use of the Services.
You agree to protect the confidentiality of these materials. You agree mat you will not distlibute, alter, recompile,
disassemble, reverse engineer or make, publish or distribute any derivative work from the Software system or Licensed
SoftWare, nor shall you obscure, alter or remove any copyright, trademark, service mark, patent notice or other
proprietary notice that is placed on User Materials, Software or Licensed Software. person any User Materials or
Software that we provide to you, You agree to destroy, delete or return to us such User Materials, Software or Licensed
Software to us upon our request or upon termination of the Service.
31. Recording and Use of Communications
You agree thal all communications or data transmissions between you and us may be monitored and/or electronically
recorded and retained by us.
32. Responding to Leqal Process or lrwestrgations
If we recefve a request for information regarding account activity or transactions from a third party with a legal right to
request such information (such as a Federal Reserve Bank or ACH Operator, a state or federal banking regulator with
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jurisdiction over our operations, !aw enforcement officials with apparent legal authority to request or require such
information or prrvate parties with apparent authority to require disclosure of such infonnation under legal process), you
agree to reimburse us for any costs associated with responding to such request, Including the costs of production of such
information (including research, copying and shipping, costs of appearing at depositions or interviews, costs of
correspondence, and costs of court filings appearances in the event we believe it is prudent to make such filings or
appearances to protect your rights (or, in the case of Third-Party Senders of ACH Entries, the rights of your Originators).
We may request your assistance with or participation in such response, and if we do so, you agree to assist us and
cooperate with us as reasonably requested.
3.3. Severabilitv
Should any tenn, condition or provision of the Tenns and Conditions be found to be invalid, illegal or unenforraable, that
finding in no way affects the validity or enforceability of the other tenns and provisions of the Terms and Conditions which
shall be construed as valid and enforceable as if the invalid and unenforceable term, condition or provision was never a
part of the Terms and Conditions.
34. Termination
We may temninate any or all Services immediately upon providing notice of such termination to you and you may
terminate any or all Services upon giving us not less than ten (10) days prior written notice of such termination. From
and after the effective date of such termination, neither you or we shall have any further rights or obligations to the other
under the terms of this Booklet; provided, however, that any obligations or liabilities of either party to the other party
which have accrued prior to the effective date of the termination shall continue to be enforceable against the party so
bound until such obl"lgalions or liabilities have been fully paid or satisfied. The provisions in Sections 15, 16, 19, 21, 23,
24, 25, 27 and 30, shall survive the tenrninat"1on of the Service.
35. Training
We will provide you with our standard User Materials tor the Services you request. These User Materials contain
instructions for using the Services. We will not provide to you or your employees any specialized, customized or
individualized training fur the Services (except in accordance with special arrangements and subject to such fees and
charges as we may mutually agree).
36. Your Agents
You assume sole responsibility for any actions perfanned on your behalf by your agents or contractors. You agree that
we have no duty to monitor, detect or report any errors, omissions, or unlawful activities by your agenls or contractors.
You agree that we may rely on instructions, data, or any documentation provided to us by your designated agents or
contractors.
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TERMS AND CONDITIONS FOR SPECIFIC SERVICES
37. Account Analysis Services.
(a) Checking Account
If you use Cash Management services, we resecve the right to require that you have an Analyzed Business
Checking Account. The statement is generated based on a calendar month, although your account may settle
other than monthly. The average monthly Available Balance in an Analyzed Business Checking account may earn
an "Earnings Credit" which may be applied against that month's service fees for the account An Earnings Credit in
excess of the total monthly service fees cannot be credited to the account as interest. The Earnings Credit is
calculated on a 3651366-day year basis using an "Earnings Credit Rate• which is a variable rate established by us.
As the factors used to determine the rate change, the Earnings Credit Rate will vary.
(b) Thirty-Day Reporting Period
You agree to promptly examine each Analyzed Business Checking Account statement received from us to
promptly report any erroneous debit or credit You further agree that within thirty (30) days after we mail or
otherwise make your statement available, you will report to us any claim for crecfrt or refund due. Wrthin 30 days
after we mail or otherwise make your statement available, you will report to us any claim for credit or refund
resulting from a forged, unauthorized or missing endorsement. Without regard to care or lack of care on our part,
if we do not receive notice within the time frames specified above, we are released from all liability for the item(s)
charged to your account and for all other transactions or matters covered by your s1atement.
38. Account Reconcilement Services
If your business writes a significant number of checks each month, our Account Reconcilement Services may help
simplify your bookkeeping procedures. Our Account Reconcilement Services also help you to im::rease audit control of
your checking account(s) and, depending on the Account Reconcilement Services you request, provide you with tools to
help authenticate that a check was issued by you prior to it being paid. Your enrollment in Account Reconcilement
Services does not alter your obligations to keep your check stock safe and to adopt other security measures, or to
promptly review account activity and report to us checks paid with missing signatures or with altered information, or to
check the endorsement on paid checks.
(a) Traditional Service
This is our full Account Reconcilement Service for each account You agree to provide us Issue Information on
checks you have issued within the timeframes and in the manner described in the User Materials. At the end of
each accounting period, such as we agree, we provide you with the status of all checks you have issued, including
paid, outstanding, exception, stopped, voided, and cancelled checks. The previous month's outstanding checks
are carried forward and the dollar amounts balanced for each period. You agree to add to your Issue Information
all the items identified by us as not matching Issue Information.
(b) Partial Reconcilement Service
Under the Partial Reconcilement Service, each accounting period, we send you a report of all checks paid within
that period.
(c) Deposit Reconcilement Service.
Under the Deposit Recondlernent Service, if you have multiple business locations depositing to a single deposit
account, we will segregate deposits by location.
You may customize your Account Reconcilement Services by the manner in which you receive your paid check
infonnation. We offer images of paid checks on CD-ROM through our lmageExpress product or you may receive
transmtssion or paper report.
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l9. ACH Blocked Service
The ACH Blocked Service is designed to permit you to protect your designated account(s) from ACH Credit Enhies
and/or ACH Debit Entries. For the security of your account(s) you may wish to block all ACH Entries or block ACH
Entries originating from specifically designated Originators. You must identify, in a fonn satisfactory to us, the specific
originators whose ACH Entries you wish to block and provide the infonnation required by us_ You may opt to restrict
Entries to a maximum dollar amount. You may further opt to set an expiration date for permissible Entries and, if you do
so, Entries received after that designated expiration date will be rejected and rell.lmed to the Originator as unauthorized.
Blocked Entries are limited to those received by us from external sources not directly related to us. We may opt not to
restrict Entries that are: internal Entries originated for payment of fees owed to us, charges for services provided by our
vendors in connection with any Service provided to you, payments or transfers originated by us or by one of our vendors
in connection with Services prov_ided to you. You acknowledge that unless tax payments are specifically authorized
through the Service prior to receipt by us, the Service will cause those payments to be rejected. The following Services
are also available to you if yol! enroll in the ACH Blocked Service.
(a) ACH F[lters
ACH Filters allows certain pre-authorized ACH Debit Entries by designate Originators to post against your
deposit account Pre-authorized ACH Debit Entries Vi.~11 flow through the normal ACH processing system and
post to your deposit account(s). ACH Debit Entries that do not match the criteria of the ACH Filter wfll be
prevented from posting to your deposit account(s) and will be returned to the Oliginator. ACH Filters do not
expire as long as you are enrolled in the Service.
(b) ACH Positive Pay
This Service permits you to preauthorize ACH Entries by designated Originators and to view and decision
(honor or reject) non-preauthorized ACH Entries each Banking Day through the Internet using a login available
through the ACH Positive Pay URL. ACH Entries that you choose to pay will flow through the normal ACH
processing system and post to your deposit account(s). ACH Entries that you choose to reject will not post to
your deposit account(s) and will be returned to the Originator_ Any ACH Entry for which you do not make a
decision to pay or reject by 2:00 p.m_ Pacific Time w!ll be rejected automatically. Your System Administrator(s)
has the authority to grant additional users access to the ACH Positive Pay system.
ACH Debit Entries received prior to the setup of the ACH Blocked Service (including ACH Filters and/or ACH Positive
Pay) may be posted to your deposit account(s) in accordance with the NACHA Rules (as defined in this Booklet).
Enrollment in the ACH Blocked Service is required to use ACH Filters and ACH Positive Pay.
You acknow(edge that your failure to use the ACH Blocked Service (including ACH Filters and/or ACH Positive
Pay) could substantially increase the likelihood of undetected fraudulent activity on your deposit account(s} and
that it is neither unreasonable nor unreasonable under the circumst.ances for us to require you to use r>ur ACH
Blocked Service (inclLtding ACH Filters and/or ACH Positive Pay) upon request. You agree that if you fail to
implement the ACH Blocked Service (including ACH Filters and/or ACH Positive Pay) following our request that
you do so, you will be precluded from asserting any claim against us for paying an unauthorized, altered,
counterfeit or other fraudulent item that the ACH Blocked Service {including ACH Filters and/or ACH Positive
Pay) was designed to detect or deter, and we will not be required to re-credit your deposit account or otherwise
be liable to you for paying such item.
40. Assured Access Card TM Services
The Assured Access Card Services are offered to qualifying employers and other persons that desire to offer Individuals,
such as employees or independent contractors ("Individuals"), the ability to have payments made through a debit card as
an alternative to receiving pay or other disbursements by check or cash. We make the program C'Assured Access Card
Program'') available through a Website hosted by a vendor {"Vendor") as a service provider to us. This Seivice enables
you to make disbursements into a Bank of the West deposit account held with us, such deposit account being eligible for
FDIC insurance. The debit card (an "Assured Access Card" or "Card") can be used at automated teller machines
("ATMs") and at point of sale ("POS") terminals wherever the MasterCard® or Star Acceptance Mark is displayed or
wherever the Debit MasterCard is accepted, to withdraw the funds as designated by you for allocation to the Individuals.
Our provision of the Assured Access Card Program ls subject to the following terms and conditions.
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(a) Solicitation for and Issuance of Cards
(a)(i} You must offer to each of the eligible Individuals, on a non-discriminatory basis, the opportunity to receive
payment of their disbursement payments by having such amount ela..<i:ronically loaded on a Card which an
Individual may use to withdraw cash at electronic terminals, pay for goods and services at merchants that accept
the Card, and to transfer funds to o!her Cards authorized by the Individual.
(a)(ii) You must not require any Individual to receive his or her disbursement payments through the Card and
must offer to each lncfJvidual the option of receiving such payments by traditional paper check.
{b) Advertising
(b}(i} You must display, in an appropriate and effective manner, any advertising or promotional materials
provided or required by us to infonn Individuals that Cards ma:i• be used, on a voluntary basis, to receive their
regular disbursement amounts.
(b)(ii) You have the right to use or display the proprietary names and symbols associated with Cards only while
we are providing the Assured Access Card Program to you or until you are notified by us to cease such usage.
(b)(iii) You must comply with all applicable rules and regulations concerning use of service marks and
copyrights of others that may be associated with the Assured Access Card Program.
(c) Cardholder Enrollment and Issuance of Assured Access Cards
(c)(ij If an lndividual wishes to enroll in the Assured Access Card Program, you must use the Vendor-hosted
website to input all enrollment information into the system. By inputting an Individual's infonnation in the system
and enrolling that Individual. you represent, warrant and certify to us that you have verified that the name, address
and other identifying infonnation inputted are the true and correct name, address and other identifying information
of that Individual. You understand and acknowledge that Individuals are prohibited under United States law from
receiving Assured Access Cards or participating in the Assured Access Card Program if such persons are
designated on certain United States Treasury Hsts of known or suspected terrorists, criminals or other prohibited
persons (the "Treasury Lists"), and that we will check the names provided by you against those lists and bar any
person whose name appears on any such list from participating in the Assured Access Card Program. You
therefore acknowledge that accurate and complete identification of Individuals is a matter of vital national securtty,
and you represent, warrant and covenant that you will use all necessary means to ensure that such identifying
information provided to us is a[;Curate and complete.
(c){ii) After checking names of Individuals against the Treasury Lists and confirming that an Individual is not
named on such Treasury Lists, we shall issue a BOW Assured Access Card to such Individual and send the Card
to the Individual with a Cardholder Agreement The Cardholder Agreement shall provide that use of the Card is
subject to all the terms and conditions contained in the Cardholder Agreement The Individual will also be
informed that a personal identificalion number ('PIN") has been set for the Card, which PIN shall be the last four
digits of the Individual's telephone number, as provided by you. The Individual shall be required to activate the
Card by calling an 800 telephone number and changing the PIN to a number designated by the Individual. Once
the Individual's Card is activated, the lndivid11al shall be a "Cardholder.' We may deliver the Card, Cardholder
Agreement and any ancillary documents (the "Document Package") directly to the Individual or may deliver the
Document Package to you to deliver to the Individual. You agree to provide the entire Document Package as
provided by us to any Individuals if requested by us_
(c)Oii) The Assured Access Card will give the Cardholder electronic access to his or her Card funds, as
described in our current schedule of fees and charges for the Assured Access Card Program.
(c)(iv) You must send funds to the Account via a deposit transaction and send information ("Allocations') to us
with respect to the allocation of funds to each Cardholder. You must coordinate between us and the Cardholders
all matters related to participation in the Assured Access Card Program_
(c}(v) We will issue all necessary new and replacement Assured Access Cards to the Cardholders, in such form
as we determine, and with such ATM, POS and other marks or logos on them as we determine. We rnay change
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its affiliation with any A TM or POS neiworks at any time. [n the event that it does so, however, we shall not be
obligated to issue replacement Assured Access Cards to those existing Cardholders.
(c)(vi) ln the event that any Cardholder terminates his or her participation in the Assured Access Card Program
or such Cardhofder's participation is terminated for any reason, you must cease funding the Account with funds for
that Cardholder. The Cardholder will continue to have access to his or her funds on the Card or such funds will be
disbursed to the Cardhoider in accordance with the Cardholder Agreement
(c)(viG If a Card has a negative balance or overdraft, we will apply the next available deposit to the Card to
recover such overdrawn funds, if such deposit occurs. You will not be responsible for the amount of any overdraft
on any Card, or for losses that result from fraud or from lost or stolen Assured Access Cards, except to the extent
that such losses are caused by any negligent or intentional act or omission by you or any agent of yours.
(c)(viii) You will be bound by and comply with the Terms and Conditions and applicable state and federal laws
and regulations, our policies related to Assured Access Cards and rules and regulations of any network or
clearinghouse through which funds are transmitted in connection with the Assured Access Card Program.
(c)(ix) You must notify us of all Individuals that you have authorized to access the Assured Access Card
Program website hosted by Vendor ("Authorized Users"). If an Authorized User's employment is terminated by
you, or the lrnflVidual is otheiwise no longer eligible to participate, you must immediately notify us and we will
promptly tenninate such Authorized Users access to the Assured Access Card Program website.
(d) Credit of Allocations to Cards
(d)(i) You must fund the Account via a deposit transaction and must transmit the Allocations to us for each
deposit
(d}(ii) In the event that you fail to deliver in a timely manner or otherwise, funds or Allocations to us, you will be
solely responsible for notifying your Cardholders that funds may not be credited to their Cards until the funds and
Allocations are received and fully reconciled.
(d){iii) Subject to the terms and conditions of the Terms and Conditions, applicable laws, rules and regulatio11s,
and the respective Cardholder Agreemen~ we will credit the designated Card in the amount of each corresponding
Allocation received by us. We will have no liability for failure to effect credit to the Account or the Cards due any
failure of funds or Allocations to be delivered to BOW in a 1imely manner.
(d)(iv) We may reject any Allocations received on behalf of you. You shall have no right to reverse an Allocation
after we have received such Allocation, except in accordance with applicable laws, rules and regulations.
(d)(v) You will use the forrnat as provided to you by us for transmission of Allocations.
(d)(vi) You will have the ability to access information regarding the Cards and deposits to the A=unt through
the Vendor-hosted website.
(d)(vii) Individuals will have the ability to access inforrnation rega.rding debit and credit transactions on their
Cards via voice response unit ("\/RU") hosted !Jy Vendor, through live telephone customer service hosted by
Vendor, and by access through the Vendor-hosted website. Vendor will provide a written record of Card
transactions to a Can:lholder covering the most recent 60-day period upon the Cardholders oral or written request
(d)(viif} You will provide to each Cardholder, on each applicable disbursement date, a written, itemized
disbursement statement showing the Cardholder's gross payment for the payment period in question, all required
and authorized deductions, and the Cardholders net payment ror such payment period.
(d)(ix.) You must at all times comply with all applicable laws regarding payment of each Cardholders
disbursement and related matters.
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(d)(x) You must set up and maintain a system in accordance with all applicable legal requirements, to store and
maintain Card holder payroll records in such a manner so as to allow you to forward, within twenty four (24) hours,
copies of any backup material requested by us regarding amounts authorized by you to be loaded on a Card.
(e) Correction of Errors
We wlll make reasonable efforts to act upon your request to cancel or amend an Allocation but shall have no
liability for failure to do so in any specific timeframe or before funds are withdrawn from a Card. You will remain
liable to us, which may seek immediate payment from you, for any Allocations already credited to a Card.
(f} Your Warranties
You warrant that each Allocation shall be for an amount {i) due to the Cardholder and not subject to any claims
by you or {ii) duly authorized to be disbursed to the Cardholder. lf ihe BOW Payroll Gard is used for the
payment of wages, you further warrant that it is in compliance with all applicable Rules governing the payment
of wages.
(g) Individual Validation
You certify that Individuals have completed and complied with all appropriate Enrollments and associated
procedures, and that you have verified each Individual's identification. We have t"ie right to audit Cardholder
files for purposes of verifying how you conducted the identity veriffcation at a mutually agreeable time and
location.
4i. Cash Vault Services
The Cash Vault Service allows you to make either withdrawals of cash andfor deposits of cash and items to one or more
designated cash vault location approved by us. You agree to make any such deposits in accordance with 1he User
Materials we provide to you, and that any failure to follow our instructions may result in delay in posting of your deposit
You must arrange with an armored carrier for the delivery of deposits to us and/or for the pick up and delivery of currency
and/or coin from a designated cash vault location for each of your location(s). The armored carrier acts as your legal
agent. You agree that all currency, coin, checks and other property that is in the possession of the annored carrier
legally remains in your possession until it is physically released to and accepted by one of ollr authorized locations. You
agree to work with your carrier should there be any discrepancy between what you believe you delivered to the carrier
and the amount accepted by us.
(a) Credit To Your Account
Any credit to your accounts prior to our verification of a deposit is provisional credit only and may be corrected.
Our verification of deposits is conclusive and binding on you. You waive any discrepancy between your records
and our records if your claim is not made within thirty (30) days of the original assumed deposit date.
(b) Tampered Bags
We do not knowingly accept bags that display evidence of tampering. Should we accept a deposit bag and notice
any evidence of tampering, we will open the bag using our established security procedures (Including openmg the
bag in dual custody), but you agree that we are not liable for any shortage within any shipment that is not distinctly
and securely sealed in accordance with our instructions.
(c) Bulk Cash Shipments
The use of the Cash Vault Service to make bulk shipments of currency is strictly prohibited. This includes bulk
shipments of currency from both foreign and domestic locations. Bulk shipments of currency means the use of
common, independent, or Postal Service air/land/sea carriers to transport large volumes of bank notes (U.S. or
foreign) from sources, which often take the form of containerized cargo, either inside or outside the United States
to a bank in the United States.
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4.2. ControHed Disbursement Subscriber Servfce
Under the Controlled Disbursement Subscriber Service, we act as your agent to open and maintain a deposit account
with our servicer ("Servicer") ('Controlled Disbursement Account"). Writing checks on the Controlled Disbursement
Account is the only activity pennitted on the Controlled Disbursement Account You must also maintain a funding
account {"Funding Accounr} with us and must maintain sufficient funds in the Funding Account to fund all activity in the
Controlled Disbursement Account So long as there are sufficient funds in the Funding Account, we will make deposits to
the Controlled Disbursement Account in an amount adequate to meet each day's presentments.
(a) Required Documentation
You must complete and return to us account application documents to open an account with Servicer. You agree
to provide whatever infonTJatlon and authorizations are necessary to allow us to act as your agent in opening and
controlling the Controlled Disbursement Accoun~ induding obtaining all account records on the Controlled
Disbursement Account. As your agent, we have the exclusive rlght to make deposits to and to manage the
Controlled Disbursement Account. This includes, without limitation, the right to issue return or stop payment
instructions with respect to checks written on or presented against the Controlled Disbursement Account.
(b) Information Reporting
The Servicer requires that you must agree to subscribe to and maintain a subscripfion to one of our electronic
information reporting Services. On each Servicer's Banking Day which is also a Banking Day, we will receive
information from Servicer regarding the funding requirements on your Controlled Disbursement Account. We will
make this information available to you by 7:45 a.m. Pacific Time on each of our Banking Days. We will determine
the collected balance in your Funding Account as of 11 :DO a.rn. Pacific Time. If there is a sufficient positive
coHected balance to cover the day's presentments or if other acceptable arrangements have been made witfi us to
cover presen1ments against the Controlled Disbursement Account. we will instruct Servicer to .allow the checks to
be paid. We will then debit the Funding Account for that day's presentments. If, however, the collected balance in
your Funding Account is insufficient, we may instruct Servicer to dishonor one or more of the checks presented
against the Controlled Disbursement Account that day. You understand and agree that Servicer will follow our
instructions regarding payment or dishonor of checks presented against the Controlled Disburseme11t Aa:;ou11t If
we instruct Servicer to honor any check for payment against insufficient funds or if Servicer honors any check
against insufficient funds, you will hold us harmless from any losses sustained. If Servicer dishonors any checks
presented based on either instructions from us or if there ane insufficient funds to honor the checks or if the check
does not pass the Servicer's check verification procedures, you agree to hold us harmless from any and all losses,
claims or damages you may have or assert as a result of the dishonor of the check(s}.
(c) Pre-Fund
In the event that we are closed on one of Servlcer's Banking Days, you agree to pre-fund the amount which we
reasonably determine to be your average daily disbursement activity amount. We will notify you of the pre-funding
amount prior to our closed Banking Day. The pre-funding amount and actual amount needed to fund the Servicer
(shortages owed by you to us and overages owed by us to you}, shall be settled on our next Banking Day. You
agree you are not entitled to and will make no daims for compensation from either Servicer or us for excess pre-
funding amounts.
(d) Returned Checks
We reserve the right to instruct Servicer to return unpaid any check presented for payment against the Controlled
Disbursement Account in the event that (i) there are insufficient positive collected funds in the Funding Account to
cover the checks presented on the Controlled Disbursement Account, (ii) debits cannot be' posted because the
Controlled Disbursement Account is closed or because of any other condition or (iii} any communications failure or
other condition prevents us from monitoring the checks presented for payment at Servicer. If we should instruct
Servicer to pay those checks, you must pay us in immediately available funds.
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(e) Stop Payments
You shall notify us no later than 1 :45 p.m. Pacific Time each Banking Day of any checks drawn on the Controlled
Disbursement Account upon which you request a stop payment We will notify Servicer of any stop payment
orders in the manner and within the time limits as have been established between us and Servicer. Stop payment
orders received by us after 1:45 p.m. Pacific lime will be effective beginning on our next Banking Day or, if
applicable, on Servicer's next Banking Day. You agree to give us written confirmation of all verbal or telephonic
stop payment orders within 14 Banking Days after the day upon which the order is made, and you understand and
agree that failure to give timely written confnmation may cause the stop payment order to expire. Should you fail to
furnish timely written conftnnation of a verbal or telephone stop payment order, we may in our absolute discretion
either cancel the stop-payment order or leave it in place.
(f) MICR Encoding
All checks to be used in connection with the Controlled Disbursement Account shall be magnetically encoded to
iriclude serial number, transit routing number (043301601 tor Servicer Pittsburgh accounts) and account number.
We shall provide you with Servicer's encoding specifications for checks prior lo the initial order. You rnust supply
us with a group of fifty {50) voided checks from the initial order and from each reorder. These checks are for
testing purposes and will be returned to us with Servicer's findings. Servicer has the right to approve the form of all
checks utilized in connection with the Service.
(g) Liability
You and we both acknowledge and agree that Servicer is not obligated to and will not verify or confirm the
propriety or correctness of any action or omission by either you or us.
(h) Special Rules Governing Controlled Disbursement Account with Servicer
The terms and conditions outlined in our current Deposit Account Disclosure for Business Accounts shall be
deerned to apply to all Controlled Disbursement Accounts. The following provisions shall also apply. In the event
of a conflict between this Booklet and the Deposit Account Disclosure for Business Accounts the terms in this
Booklet and the User Materials shall control.
(h)(i) If you authorize action by any form of communication, such as telephone, online or in person, or if an
applicable security procedure calls for authorization by any fonn of communication, Servicer can rely on persons
identifying themsetves by the designated form of communication as autllorized individuals.
(h)(ii) Servicer reserves the right to charge any of your accounts with it if an item deposited is dishonored,
returned or not paid even if Servicer has not sent to you notice of the dishonor.
(h)(iii) Stop Payment requests on items issued from a Controlled Disbursement Account may be placed through
us or via the Web and must be received prior to the cutoff hour established from time to time. Both Servicer and
we require a reasonable time to act on stop payment requests. Reasonable time shall mean at least until the next
Banking Day following receipt of the stop payment request
(h)(iv) The terms and conditions regarding the Controlled Disbursement accounts shall be 9overned by the laws
of the Commonwealth of Pennsylvania.
(i) Altemative Check Storage Service
With this Service, you may receive a CD-ROM of checks presented against your Controlled Disbursement
Accmmt{s).
43. Deposit Concentration Servi~E<,
With this Service, you may Initiate Payment Orders to transfer funds from your deposit accounts at other U.S. financial
institutions to your deposit accounts with us. You must meet any conditions on these transfers imposed by the other
financial institutions.
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44. Direct Delive!},' of Checks
We make available the abiltty to make deposits to a processing cent~r rather than to one of our branches. All deposits
made pursuant to this Service must meet the standards set in· the User Materials. Deposits not prepared in accordance
with the User Materials may be rejected or delayed and we may impose additional fees for handling non-conforming
deposits.
(a) Courier
You must arrange with a courier for the pick up and delivery of your non-cash deposits to a designated location.
The courier acts as your legal agent All items in the possession of the courier legally are considered to be in your
possession until physically released to one of our authorized locations.
(b) Deposit Recreation
You should be prepared to recreate your deposits in the unlikely event that your items are lost in transit. We will
not be responsible for items lost in transit
45. OirectPay Mana_ger
(a) Service
Dur DirectPay Manager Service is an application which allows you to perform multiple functions as a merchant to
initiate both ACH debit Entries and credit Entries to consumer or bLisiness accounts using an automated system.
You may initiate one-time or recurring entries. The service also enables you to initiate transactions to Debit or
Credit Cards. Entties may be made using an online tool called Virtual Terminal, add a 'Pay Now' button to a
website, scan checks for ACH Conversion and swipe DebitlCredit Cards for various Card transactions.
(b) Compliance
When using this service and initiating ACH or Card Entries, you must remain in compliance with the operational
rules of the National Automated Clearing House Association ("NACHA"), any card issuer rules, such as VlSA®
International and MasterCard® International rules; all Federal, State and Local laws, rules and regulations that
govern ACH Entries, including but not limited to the NACHA Rules, Federal Reserve Regulation E, all applicable
Federal Reserve Operating Circulars, Trt:le 31 of the Code of Federal Regulations Part 210 and regulations and
requirements of the Office of Foreign Assets Control ("OFAC").
(c) Authorization
You shall obtain authorization from each Receiver prior to requesting an Entry to that Receiver's account You shall
retain proof of each Receiver's authorization for a period of two (2) years after receipt or termination of the
authorization, whichever comes later, or for !he appropriate period designated by the Rules and Regulations.
(d) Submitting Entries
You shall submit, by facsimile, email or regular mail, fully executed Receiver's authorization forms in a accordance
with the specifications and forms pro\~ded by us from time to time; (ii) Check Conversion-Merchants shall, through
the use of a check reader and POS terminal, create a Debit Entry that will be transmitted to us (iii) All others shall
create a file or electronic message containing any Entry(ies) in accordance with the specifications and forms
provided by us from time to time, depending upon the specific format, and deliver the file or message to us via a
pre-approved method, which could include, electron[c transmission. You will be responsible for the coJTectness,
both as to content and form, of all Entries submitted lo us. If any Entry is not readable, out of balance, or
unprocessable, it is your responsibility to correct and resubmit the Entry to us. You must deliver each ACH Entry or
file of Entries to us no later than [5:00 PM PTJ of the second business day before the Effective Entry Date or in
accordance with the schedule we provide. With respect to On Us Entries, the relationship between you and us will
be governed by the Rules and, to the extent applicable, we agree to assume all the rights and obligations of both
an ODF! and a RDFI, and you agree to assume the obligations of an Otiginator and to make the same warranties
to us as the RDFI as we would be required to make pursuant to the Rules where we are the ODFI.
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(e) initiate Transmission of Reports and Entry Files
You are solely responsible for communicating with us to receive daily reports and/or Entry files. We are under no
obligation to initiate a transmission of data to you.
(f) Processing Limits
We may impose a limit on the dollar amount of Entries we wm process for you_ This limit may be changed by us
from time to time, upon notice to you_ The notice is effective when given or at such later time as is provided in the
notice. If you exceed the established limit, we may suspend Entry processing.
(f}(i) In some cases, our DirectPay Manager Services allow you to act as a Service Bureau Merchant, which
means you are originating ACH Entries on behalf of another merchant as Originator, as a Check Conversion
Merchan~ which means you are a merchant originating ACH Debit Entries by means of a check as a source
document, or as a processor of credit card and ATM/debit card transactions. These Services are subject to the
terms and conditions for Third-Party Senders under a separate agreement If you are processor of credit card and
ATM!debit card transactions, you will also need to sign an agreement with a credit card processing third-party
service provider.
46. Electronic Commerce Service (ECS)
Using electronic information processing Services, the Electronic Commerce Service automates the exchange of business
and financial information. You must provide us the accounts and information about which you wish information
transmitted, the receiving vendor, and such other information as we may reasonable request. Information through ECS
may be provided to you via fax, secure data transmission or on our Online Cash Management platform. You
acknowledge that the data provided to you by us contains the information sent by the Originator. We are not responsible
for data omitted by the Originator.
47. Electronic Deposit Services
Our Electronic Deposit Services ("EDS") allow you to use software provided by us to create electronic images of paper
checks and drafts ("Items') as described in the Terms and Conditions and in the User Materials and other guidelines as
we may communicate from time to time (each, an "Electronic Image') and to transmit an electronic file of such Electronic
Images and other infonllation (collecfively, the "Electronic File") to us for deposit to your checking account with us ("EDS
Account'). After we receive your Electronic File, we, at our sole option, use the Electronic File either: (a) to create
substitute check(s ), that we present to the bank on which the Paper Item is either: (i) drawn or (ii) payable at or through
(each, "Paying Bank"); or (b) to generate one or more electronlc fifes (from the original Electronic File) for presentment
directly or indirectly to Paying Bank.
(a) Conditions to Provision of the Service
As conditions to our providing the Electronic Deposit Services, you agree that you will: (a) maintain your EDS
Account and any other deposit accounts with us In good standing; (b) meet credit standards established by us from
time to time and provide financial information as requested by us from time to time; and (c) comply with the User
Materials and other guidelines and restrictions regarding the Electronic File as we may communicate to you from
time to time_ You also agree that, absent our express written consent, you (i) will not deposii to any personal
account any item that is made payable to any business, (ii) will only deposit items in your EDS Account that are
made payable in the name in which your EDS Account is titled, and {iii) will not deposit items in your EDS Account
that are payable jointly to two or more peisons or tn any business in which two or more persons hold an interest
unless the same persons hold the same Interests in the account in which the items are deposited.
(b) License Grant
As part of the Service, Bank will provide guides, and other infonnation about the Service ("Documentation"), the
hardware and Licensed Software. Customer is granted a non-exclusive, royalty-free (except for any Bank fee for
the Service), non-transferable, limited and revocable right to use the Documentation and Licensed Software solely
as a component in the Service. The Documentation and Licensed Software be used solely as contemplated by this
Terms and Conditions and shall at all times remain the sole and exclusive property of Bank and Customer sharl
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have no right, title or interest therein except as expressly provided in this Terms and Conditions. Bank and any
third party claiming through Bank reserve the right to protect its rights, title and interest in and to the
Documentation and licensed Software by enforcing its rights against Customer directly. This license shall
terminate when the Terms and Conditions is terminated.
(c) No Grant
Nothing in this Terms and Conditions shall be construed as a grant of any rights under any patent, mask work right,
copyright, trademark. service mark or license.
(d) Creating Electronic Images and Transmitting Your Electronic File to Us.
You will use hardware meeting our specifications and our Electronic Deposit Service softw·are to scan Items that
you wish to deposit to your EDS Account by means of EDS and to transmit your Electronic File to us. The format
of your Electronic File must meet our Electronic Check File specifications as established by us from time to time.
(e} Disposition of Imaged Checks
You agree that all Items belong to you and not to us and that those items shall be handled in accordance with the
Terms and Conditions and any User Materials. After receipt by us of any transmission by you to us of imaged
Items for deposit to your EDS Account, we will acknowledge by electronic means receipt of your transmission.
Your electronic transmission is subject to proof and verification. If you do not receive an electronic notice of receipt
within one (1) hour of your transmission, you agree to contact your Bank representative. You agree to retain the
originals of all imaged items after validation in accordance with commercially reasonable standards and with your
internal procedures for not less than fourteen (14} calendar days or for such time as is required by and in
accordance with applicable law, statute, or regulation. Thereafter, in a commercially reasonable manner, you will
destroy the originals of al! such imaged Items. You agree to take commercially reasonable steps to safeguard the
originals of such imaged Items until such time as they have been destroyed.
(t) Responsibility for Multiple Deposits of the Sarne Item
You agree to implement commercially reasonable procedures to ensure that no Item is deposited more than once
via electronic or other means, either with us or with any other financial institution, whether intentionally or
unintentionally, whether as a result of fraud for any other reason whatsoever. You agree that the aggregate
amount of any Items which are deposited more than once will be debited from your EDS Account, and to the extent
funds in your EDS Account are insufficient to cover such amount; any balance shall be debited by us from any of
your other deposit accounts as detennined by us in our sole discretion. You further acknowledge that you, and not
we, are responsible for the processing and handling of any original items which are imaged and deposited utilizing
EDS and you assume all liability to the drawer of any item imaged using EDS or liability arising from our printing of
any substiMe check from those images.
(g) Adjustments
You agree that in the event that an electronically captured Item is captured for an incorrect amount, we may make
a credit or debit adjustment to your account in order to correct the error. ln the event that the adjustment amount is
$50 or less, the correction cannot be made through the electronic system, and you agree to reconcile the correct
amount directly with the maker of the item.
(h) Processing Your Electronic File
If you transmit your Electronic File to us before the cut-off time we separately disclose to you on any day which is a
Banking Day, we will review and, if appropriate, process your Electronic File on that Banking Day. lf you transmit
your Electronic File to us after the cut-off time on any Banking Day, we will review and, if appropriate, may process
your Electronic file on the next Banking Day.
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(i) Exception Items
When we review and process your Electronic File, we may reject any Electronic Image that we, In our sole
discretion, determine to be ineligible for EDS (each, an "Exception Item') including, without limitation, Electronic
images of any item not payable to you or as identified in Section 46(a) above, Electronic Images of Items drawn on
banks located outside the United States, items drawn on U.S-banks in foreign currency, Electronic Images that are
illegible (due to poor image quality or otherwise), Electronic Images of Items previously processed, Electronic
Images previously converted to substitute checks, and Electronic Images with unreadable M!CR infonnation. Each
Banking Day on which we review and process your Electronic File, we will notify you of all Exception Items. You
agree that if you wish to attempt to deposit any Exception Item to any of your deposit accounts with us. you will
only do so by depositing the original Paper Item on which the Exception rtem is based. You acknowledge and
agree that even if we do not initially identify an Electronic Image as an Exception Item, the substitute check created
by us therefrom may nevertheless be returned to us because, among other reasons, the Electronic (mage is
deemed inegible by Paying Bank. Our failure to identify an Exception Item shall not preclude or limit the obligation
of you to us. In the event an Electronic Im age is an Exception Item because it is illegible or otherwise unusable by
us, you must either provide a usable original or copy or, if the original or copy is unusable, obtain a usable
document from the maker and subrnil that usable document to us. Failure to provide a usable version will result in
the Exception Item being debited from your EDS Account
(j) Your Special Represent.alions and Warranties for Each EDS Deposit
You represent and warrant 1o us for each EDS deposit
U)(i} You will use EDS only for Items that are payable to or endorsed or deposited by you and that are not
ineligible for any of the reasons described above as Exception Items.
Q)(ii) You will maintain control over and responsibility for retention and destruction of original Items. In that
regard, you are responsible For the safekeeping of all original Items and other sensitive information in accordance
with applicable law and rommercially reasonable industry standards.
Q}(iii) You will destroy original Items from which you have previously created and suO!nitted to us an Electronic
Image in accordance with the rules stated in the Disposition of Imaged Checks section.
Q)(iv) You will maintain control over and responsibility for any and al! sensi1ive electronic data relating to
consumer infonnation. Said data includes but is not limited to consumer names, addresses, and account
numbers. Pursuant to the previous paragraph, You are responsible for the safekeeping of all electronic data and
notification of any compromise of such data
(j){v) You will not submit any duplicate Electronic Images io us.
(j)(Vi) You will not deposit to your EDS Account or otherwise negotiate any original Item from which you have
previously created and submitted to us in an Electronic File or which was previously presented at another bank,
and shall not ·deposit to any account or otherwise negotiate at another bank any original Item which you have
previously submitted to us an Electronic File, unless we have notified you that the Electronic Image is an Exception
Item.
(j)(vii) You will transmit to us only Electronic Images that are suitable for processing, including, but not limited to,
Electronic Images that are legible and contain readable MICR data.
(j)(viii) You agree to notify us immediately if duplicate items are transmitted to us using EDS or if a dup[icate
deposit is made either to us or to any other financial institution. You agree to cooperate with us in identifying
duplicate items.
Q)(ix) You agree to not reverse, decompile or reverse engineer the Licensed Software.
G)(x) You agree to use commercially reasonable efforts to protect and secure the Documentation and Licensed
Sofuvare against. and prevent any improper use and/or theft thereof,
.!fA,,
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Q)(:xi) You shall not, without our consen~ combine into any system, the hardware or Licensed Software, and
that the hardware and Licensed Software shall be used exclusively in accordance with the Documentation.
([)(xii) You agree to, upon our request following termination of the Service, return to us the Licensed Software
and Documentation at a time and in the manner agreed upon by us.
(k) Availability of Items; Rules Governing Items
{k)(i} You agree that It.ems deposited !o your EDS Account will be made available to you on the schedule
provided to you in your User Materials.
(k){ii) You agree that !terns deposited to your EDS account are governed by the Uniform Commercial Code just
as if the Items had been deposited lD your account in paper folTTl.
48. Image C!earing Service.
(a) Description of Service.
Our Image Clearing Seivice ("ICS") allows you to use your own hardware and software to create electronic images
of paper checks and drafts (paper checks and drafts shall be called "Paper Items") as described in these Terms
and Conditions and in the User Materials and other guidelines as we may communicate from time to time (each, an
"Electronic Image") and to transmit an electronic tile of such Electronic Images and other information (collectively,
the "Electronic File') to us for deposlt to your checking account with us ("ICS Account"). After we receive your
Electronic File, we, at our sole option, use the Electronic File either: (a) to create substttute check(s), ihat we
present to the bank on which the Paper Item Is either: (i} drawn or {ii) payable at or through (each, "Paying Bank");
or (b} to generate one or more electronic files (from the original Electronic File) for presentment directly or indirectly
to Paying Bank.
(b) Conditions to Provision of the Service.
As conditions to our providing the Image Clearing Services, you agree that you will:
{b}(i) maintain your ICS Account and any other deposit accounts with us in good standing;
{b)(ii) meet credit standards established by us from time to time and provide financial information as requested
by us from time to time;
(b )(fii) use the Service for you alone and not for any third party, absent our express written consent.and
(b)(iv) comply with the User Materials and other guidelines and restrictions regarding the Electronic File as we
may communicate to you from time to time.
You also agree that you
(b){v) will not'deposit to any personal account any item that is made payable to any business (without pre
approval by your Relationship Manager,
(b )(vi) . will only deposit items in your JCS Acoount that are made payable in the name in which your ICS Account
is titled, and
(b)(vi~ will not deposit items in your ICS Account that are payable jointly to two or more persons or to any
business in which two or more persons hold an interest unless the same persons hold the same interests in the
account in which the items are deposited.
~
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( c) Creating Electronic Images and Transmitting Your Electronic File fo Us.
(c)(i) You will use your hardware and software to scan Items that you wish to deposii to your ICS Account by
means of the ICS Services and to transmit your Electronic Rle to us. The format of your Electronic File must meet
our Electronic Check File speci'fications as established by us from time to time.
(c)(ii) You are responsible for ensuring the Electronic Image is a legible, accurate representation of the front
and back of the eligible check. Electronic Images must meet the image standards, as outlined In our Image
Clearing Se1Vices File Specifications document You also are responsible for ens.uring the MICR line information
from the original check is accurately scanned, entered or repaired for each Electronic Image.
(c)(iii) You recognize that a Electronic Image may not capture or indude all security features contained in the
original check, such as watermarks. You are responsible for any loss or failure to collect a Electronic Image that
results from an inaccurate or illegible Electronic Image or your failure to provide full and correct MICR dat.a or dollar
amount for a Electronic Image.
(c)(iv) You will transmit Electronic Images to us according to the transmission deadlines provided to you by us
from time to time. A Electronic Image 1ile shall not be deemed received by us until we receive the Electronic Image
file.
(d) Disposition oflmaged Checks.
You agree that all Paper Items belong to you and not to us and that those Paper Items shall be handled in
accordance with these Terms and Conditions and any User Materials. Aft.er receipt by us of any transmission by
you to us of imaged Items for deposit to your !CS Account, we will acknowledge by electronic means receipt of
your transmission. Your electronic transmission is subject to proof and verification. If you do not receive an
electronic notice of receipt within one (1) hour of your transmission, you agree to contact your Bank representative.
Generally, the rejection of any Item wi11 be posted within one business day but, we reserve the right to post a
rejection of any Item at any time. You will retain ihe original of all original checks which you image through the
Service f-or a reasonable period of time as determined by you and in accordance with all applicable state and
federal laws and regulations, but in no event less than fourteen (14) calendar days. This 14-day retention
requirement is a minimum requirement and may not offer you the legal protection you need. You should consult
with your own legal oounsel in establishing a minimum retention procedure. You agree to safeguard the originals
of such imaged checks until such time as they have been destroyed.
(e) Responsibility for Multiple Deposits of the Same Item,
You agree to implement commercially reasonable procedures to ensure that no !tern is deposited more than once
via electronic or other means, either with us or with any other financial institution, whether intentionally or
unintentionally, whether as a result of fraud for any other reason whatsoever. You agree that the aggregate
amount of any Items which are deposited more than once will be debited from your ICS Account, and to the extent
funds in your lCS Account are insufficient to cover such amount any balance shall be debited by us from any of
your other deposit accounts as detennined by us in our sole discretion. You further acknowledge that you, and not
we, are responsible fur the processing and handling of any original items which are imaged and deposited utilizing
the ICS Services and you assume all liability to the drawer of any item imaged using the ICS Services or liability
arising from our printing of any substitute check from those images.
{f) Adjustments.
You agree that in the event that an electronically captured Item is captured for an incorrect amount, we may make
a credit or debit adjustment to your !CS Account in order to correct the error. In the event that the adjustnent
amount is $50 or less, the correction cannot be made through us, and you agree to reconcile the correct amount
directly with the maker of the item. ·
(g) Processing Your Electronic File.
If you transmit your Electronic File to us before the cut-off time, as set forth in the User Materials, on any day
which is a Banking Day, we wm review and, if appropriate, process your Electronic File on that Banking Day. If you
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transmit your Electronic File to us after the cut-offtlrne on any Banking Day, we will review and, if appropriate, may
process your Electronic File on the next Banking Day.
(h) Exception Items.
When we review and process your Electronic File, we may reject any Electronic Image that we, in our sole
discretion, detemiine to be ineligible for the ICS Services (each, an "Exception Item') including, Without limitation,
Electronic Images of Items drawn on banks located outside the United States, items drawn on U.S. banks in
foreign currency, Electronic Images that are illegible (due to poor image quality or otherwise), Electronic Images of
Items previously processed, Electronic Images previously converted to substitute checks, and Electronic Images
with unreadable MICR information. Each Banking Day on which we review and process your Electronic File, we
will Aotify you of all Exception Items. You agree that if you wish to attempt to deposit any Exception Item to any of
your deposit accounts with us, you will only do so by depositing the original Paper Item on which the Exception
Item is based. You acknowledge and agree that even if we do not initially identify an Electronic Image as an
Exception Item, the substitute check created by us therefrom may nevertheless be returned to us because, among
qther reasons, the Electronic Image is deemed fllegible by Paying Bank. Our failure to identify an Exception Item
shall not preclude or limit the obligation of you to us. In the event an Electronic Image is an Exception Item
because it is illegible or otherwise unusable by us, you must either provide a usable original or copy or, if the
original or copy is unusable, obtain a usable document from the maker and submit that usable document to us.
Failure to provide a usable version will result in the Exception Item being debited from your lCS Account
(i) Funds Availabllity.
\/Ve shall make funds from accepted Electronic Files available according to our funds availability schedule and the
Deposit Account Disclosure Agreement for Personal or Business Accounts, as appropriate. Our funds availability
schedule will be provided to you upon request and may be amended by us from time to time.
(j) File Suspension
CT)(Q The Bank may request to suspend the submission of files With at least 1wenty-four (24) hours written
notice to you if continued submission of files is or will be commercially unviable. Such notice shall provide in
reasonable detail the reasons that the submission of files has been suspended. Upon rece~ of slich notice and
request, you shall consent or object to the suspension in writing as promptly as possible; provided that the Bank
shall consent if based on the request it can reasonably be expected that continued submission of files would have
material adverse impact on check processing.
O)(ii) The foregoing notwithstanding, you shall have until tile end of the 24-hour period to propose a remedy to
the stated problem, and the Bank will give due consideration to the solution and consent or object to
implementation of such solution, consent not to be unreasonably withheld. The parties agree to use commercial
best efforts to resolve any problem and end any suspension of the submission of image flies as promptly as
possible. The Bank shall process paper items until image submission is resumed. The Bank shall give 24 hours
notice of the intention to resume image submission processes, which period shall exclude weekends and holidays
(k) Your Special Representations and Warranties for Each ICS Deposit.
You represent and warrant to us for each ICS deposit
(k}(i} You will ensure the image is an accurate represeniation of all information on the front and back of the
original check at the time the original check was converted to an image, and the image contains aa endorsements
from the original check;
(k)(ii) You will maintain each image (or related electronic data file) contains a record of all MICR line information
required for a substitute check and otherwise satisfies all of the requirements of Check 21 and Regulation CC for
the creation and!or transferring of a substitute check created !Torn that Bectronic Image:
(k)(iii) You will use an image format that adheres to industry standards, as those standards are changed from
time to time. The current standards will be outlined in the Bank of the Wesfs Image Clearing Service File
Specifications document.
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(k)(iv) You will use the !CS Services only for Items that are payable to or endorsed or deposited by you and ttiat
are not ineligible for any of the reasons described above as Exception l!ems.
(k)(v) You will maintain control over and responsibility for retention and destruction of original Items. !n that
regard, you are responsible for the safekeeping of all original Items and other sensitive infonnation in accordance
with applicable law and commercially reasonable industry standards.
{k)(vi) You will destroy original Items from which you have previously created and submitted to us an Electronic
Image in accordance with the rules stated in the Disposition of Imaged Chocks section.
(k)(vii) You will maintain control over and responsibility for any and all sensitive electronic data relating to
consumer information. Said data includes but is not limited to consumer names, addresses, and account
numbers. Pursuant to the previous paragraph, You are responsible for the safekeeping of al! electronic data and
notification of any compromise of such data.
(k)(viii) You wifl not submit any duplicate Electronic Images to us.
(k)(ix) You will not deposit to your ICS Account or otherwise negotiate any original Item from which you have
previously m~ated and submitted to us in an Electronic File or which was previously presented at another bank,
and shall not deposit to any account or otherwise negotiate at another bank any original Item which you have
previously submitted to us an Bectronic File, unless we have notified you that the Electronic Image is an Exception
Item.
(k}(x) You will transmit to us only Electronic Images that are suitable for processing, including, but not limited to,
Electronic Images that are legible and contain readable MICR data.
(k)(xi) You agree to notify us immediately if duplicate items are transmitted to us using the ICS Services or if a
duplicate deposit is made either to us or to any other financial institution. You agree to cooperate with us in
~dentifying duplicate items.
(I) Testing
The parties will agree upon testing to be perfonned whenever software or hardware modifications or
enhancements, initiated by either party, may affect the creation and processing of ICS files. Both parties will make
their best effort not to impact the accuracy of the ICS file formats.
49. lmageExpress Services
Our lmageExpress product provides you with copies of paid checks, either online or by CD-ROM. lmageExpress CD-
ROM offers the convenlence of check storage of your paid check images on CD-ROM. lmageExpress Remote Inquiry
offers on-line viewing of paid and deposited check images from our image archive within 24 hours of the pay date of an
item.
50. Online Banking Services
Our Internet Banking Services enable customers to use the World Wide Web to access account balances and
transaction information and to store this information on their personal computers. We also have available a Service that
permits you to lnitiate certain electronic transfers. Your deposii account information that is accessible via the Web is
updated each Banking Day and is current as of the end of the previous Banking Day and will indude any current Banking
Day activity that has been memo posted to the account You agree that application for and use of our Internet Banking
Services is subject to all terms and conditions applicable to your deposit agreement(s} with us to the extent they are not
inconsistent with the Terms and Conditions. You agree that your request for and acceptance of the Service(s) shall be
for bona fide and lawful purposes permitted under the Terms and Conditions (including the Service procedures) and to
update your software and hardware if necessary to use the Service.
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(a) Balance Reporting
The Balance Reporting Service provides you with onllne access to linked account balances, transaction, and
investments. The Service may be customized to the Services you receive and the information you need.
(b} Online Bill Payment Services
(b)(i) Our online. Bfll Payment Services allow you to make payments from any Bank of the West checking
account (called the "Bill Payment Account"), as foHows: (i) A Bill Payment may· be made or scheduled from the Bill
Paymer;t Account you designate at a time up to 365 days in advance of !he date the payment is to be made (called
a "Single Paymenf'). Altemativety, a Bill Payment may be set up as automatic recurring payments to be made at
substantially regu!ar intervals (that is, monthly, quarterly, etc.) in the same amount and to the same payee (called a
"Recuning Paymenf'). The Bill Payment Account must be a checking account against w'nich you are permitted to
write an unlimited number of checks during each statement cycle. (ii) The maximum amount of any one Bill
Payment is ihe lesser of the current available deposit balance in the Bir! Payment Account (plus any available
credit in an associated line of credit) or $25,000.00. We reserve the right, at our sole discretion, either to complete
or reject any attempted Bill Payment tl1at exceeds the applicable limit or available balance. Regardless of our
decision in that regard, your Bill Payment Account may be subject to an overdraft/returned item 1'ee, as stated in
the deposit account documentation. In addition, we reserve the light to further limit the dollar amount or the
frequency of transactions from any of your deposit accounts for security reasons, without liability to you. (iii) Each
Bill Payment must be made in United States Dollars and directed to an Eligible Payee as directed below.
(b)(ii) Eligible Payees -All payees you properly select are Etigible Payees except for the following: (a) a federal,
state or local government agency, taxing authority or court, (b} a securities broker, or (c) a payee located at an
address that is not within the United States; and (d) a payee on the Specialty Designated Nationals List as
published from time to time by the Office of Foreign Assets ControL We reserve the right to add to the list of payee
categories that are not Eligible Payees without prior notice when required by law or regulation. If, despite this
Agreement, you direct: us to make a Bill Payment payable to a payee that is not an Eligible Payee, you authorize
us, at our absolute discretion, either to (a) decline to make the payment, (b) make or attempt t'o make the payment
and charge the Bill Payment Account against which your payment is drawn for the full amount of the payment; or
(c) charge the Account against which your payment is drawn for the full amount of the payment and freeze the
payment subject to legal requirements.
{b)(ili) Payment l~structions -You must enter your payment instructions no later than four (4) Banking Days
before the payment due date. Do not include any grace period. If there is not enough time to process your payment
to reasonably expect the payment to be received by the Payee on or before that date, as determined by the online
Bill Payment service, you will be so advised and the system will not confirm the payment. In such instances, you
must either select another Due date or make arrangements to make your payment outside of the Bill Pay system.
Any Due Date you designate that falls on a weekend or holiday will be considered to have been designated to be
the previous Banking Day. Neither we nor our Service Provider or any of our other agents are or will be
responsible for any late charges, extra interest or other charges imposed on you by a Payee because of a late
payment. When you have entered and transmitted a payment instruction, you authorize us to deduct the amount
of the payment from the Bill Payment Account on the Process Date. We reserve the right to refuse to honor
payment requests that we believe or suspect (rightly or wrongly) are fraudulent or erroneous. You understand,
however, that our exercise of this right will be at our sole discretion, and you should not rely upon us to discover or
prevent loss as a result of a fraud or erroneous payment
(b)(iv) Bill Payments -Your Bill Payment will be made, at our sole discretion, either by electronic funds transfers
to the Payee through the automated clearing house ('"ACH"), or by preparing and sending a check to the Payee, at
the address you specify. Regardless of the method we use to forward the payment to the Payee, will detennine
when the amount of the payment will be dedu_cted from the Bill Payment Account (i) Payments issued by Direct
check will clear your account just as a check you wrote yourself. The check will post to your account and an image
will be available via the lnformation Reporting module of our on line Cash Management platform, or ii) for payments
delivered via electronic funds transfer, the account will be debited on the scheduled due date. Your periodic
statement will reftect the deduction and will show the date, amount and the name or abbreviated name of the
Payee. It is important that you include with each payment instruction the account number assigned to you by ihe
Payee. This number will be included on the check or with the ACH payment we send to the Payee. Without this
number, the Payee may not know or may have difficulty determining which account is to be credited properly, as
me Payee will not be receiving a traditional payment coupon along with your payment. If the account number at
the payee is either omitted or incorrect in any way, we will not be liable for any fees or charges incurred if the
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payment is not processed in a timely manner. Payees may require return ofa payment stub or coupon with your
payment and may delay or refuse to process online Bill Payments because they will not conform to their internal or
contractual payment requirements. We are not responsible for any delay in or refusal with regard to the processing
of your Bill Payment by any Payee. Our only responsibility is to assure that we process your payments in
accordance with the Tenns and Conditions. If a Payee, for any reason, refuses to accept your Bill Payment or if,
for any other reason, a Bm Payment cannot be completed, we wlll reverse the payment by re-crediting the amount
of the payment to the Bill Payment Account unless we notify you othetwise. We are not responsible or liable for
any late charges or extra interest or other charges or costs or expenses that may result from the Payee's delay in
accepting and processing, or the Payee's non-acceptance or return of any payment
(b)(v) Canceling Bill Payments -You can cancel any Single Payment or Recurring Payment by using the online
Bill Payment service to cancel the payment In the case of a Recurring Payment, you can skip any next scheduled
payments or cancel all Recurring Payments to the same Payee. You must transmit your request to skip or cancel
payments before the Cu1Dff 11me on the Process Date for the payment If you do not meet that deadline, the Bill
Payment service will not process your cancellation instructions and the payment will be sent as previously
instructed. This is because, even though the payment may not have reached the Payee, it will be too late to stop
the process of debiting funds for the payment from the Bill Payment Account and issuing our ACH instructions or
check in favor of the Payee.
(c) Stop PaymentService
(cXi) You agree to place any stop payment within the time frames and subject to the tenns described fn the
User Materials. We will validate the dearance of paid checks up to one statement cycle in arrears. Any item that
clears prior to the current statement cycle requires you to review your records. A stop payment may be placed for
an item paid prior to the current statement cycle.
{c)(il) A stop payment request will not be effective until we conduct a review for the time period specified in the
applicable User Material and we determine that the check has not been paid during that period and if so, we will
respond to you with an online status of your request as accepted. A stop payment request terminates at the end of
'!he period designated in the applicable User Materials, unless the Stop Payment Request is renewed or canceled
earlier. A stop payment Request is canceled automatically when the account on which the check is drawn is closed
even if you maintain other deposit accounts with us.
(d) Commercial Loan Reporting
The commercial loan reporting function allows you to access commercial loan information via the Internet
Banking Services. Accessible infonnation includes, without limitation, commercial loan balances for the current
Banklng Day as well as loan invoice history information; however, the accessible information is for intonnational
purposes only and is not designed or intended to provide authoritative financial, accounting, investment, or
other professional advice which may be relied upon by.you for lending transactions nor does it replace your
official bank statement. Certain restrictions apply and some commercial loans may not be eligible to be
accessed via the Internet Banking Service. For more intomiation on non-eligible commercial loans and
accessible infoimation available throt.1gh the commercial loan reporting function, please refer to the User
Materials.
51. Other Efectronic Banking Service
We offer a line of other online cash management Services that are accessible with software via computer/modem.
52. Payment Orders (Wire Transfers and ACH}
This Service pennrts you to request and send domestic and international funds transfers. As used in this Booklet, the
term funds transfer is equivalent to the term "funds transfer'' as defined in Uniform Commercial Code, Article 4A. As
used in this Booklet, "Payment Orders' include, without limitation, requests for, and amendments and cancellations to a
funds lransfer. A Payment Order may be requested for either the same business day or may be dated for a future day
(called a value-dated Payment Order).
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(a) Payment Order
You may request Payment Orders from those of your accounts as we agree, in the fonnat, times, and following the
restrictions as we may impose from time to time. We may require you to designate whether you wish to conduct
repetitive Payment Orders, non-repetitive Payment Orders, or both repetitive and non-repetitive Payment Orders.
Our online Cash Management platform allows you to Initiate domestic ACH transactions and ACH transactions to
certain foreign countries and wires and international wires in U.S. dollars or take advantage of the exchange rates
for foreign currency money transfers.
(b) Rejection of Payment Orders
You acknowledge that we may reject any Payment Order that does not comply with the Terms and Conditions or
with the parameters as are set by us from time to time for Payment Orders. We may reject, without liability, any
Payment Order, including a "Value-Dated" Payment Order, if you fail to maintain sufficient collected funds in a
designated account or sufficient available funds in a credit line we have made available to you for the amount of
!iJach Payment Order you request
(c) Cancellation or Amendment of Payment Order
A Payment Order may be canceled or amended only if we have not transmitted the Payment Order or credited the
Beneficiary's account To be effective, the communication canceling or amending the Payment Order must (i)
comply with the agreed upon security procedures and with such other terms and conditions as we set; and (ii) be
received by us at a time and in a manner that gives us a reasonable opportunity to act on the communication. We
will have no liability if cancellation or arnenctnent is not effected.
(d) Foreign Currency Transactions
You acknowledge that foreign currency Payment Orders must be based on a currency that we trade and that all
rates of exchange will be the rate in effect at the time the Payment Order is received by us or at any other rate as
is agreed to by the parties. Outgoing foreign cun-ency Wires are given a Value Date, typic:ally two days ahead of
the send date. We require the setting of a Value Date eartierthan the settlement date to ensure that the funds can
be ob1ained in the designated currency prior to settlement If the Payment Order is returned for any reason, you
agree to accept any foreign money credit refund in United States Dollars, based on our then-current buying rate
converting the currency to United States Dollars on the date of refund, less any charges and expenses incurred by
us.
(e) Cross Border Entries
You acknowledge that Cross-Border payments must be based on a currency traded by us and that all rates of
exchange will be the rate in effect at the time the Payment Order is received by the Bank or at any other rate as is
agreed to by the parties. If the Payment Order is rebJmed for any reason, Company agrees to accept any foreign
money credit refund in United States Dollars, based on Bank's then-current buying rate converting the currency to
United States Dollars on the date of refund, less any charges arid expenses incurred by the Bank.
(f) lnconsfstency of Name and Number
You acknowledge and agree that if a Payment Order identifies a Beneficiary or Receiver with a name and account
number that do not match, payment of the Payment Order may be made on the basis of the account number even
if the name of the account holder for that account does not match the name specified in the Payment Order, and
you Will be obligated to pay the amount of the Payment Order in such event.
(g) Customer Only Transactions
You shall not submit a Payment Order on behalf of a third party without our prior written consent
(h) Special Security Procedures
Special security procedures apply to Payment Orders. Please see Section 14(b)
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. Cash Management Terms and Conditions
(i} Tenns and Conditions Applicable to Payment Orders through ACH Services
These Services permit qualifying customers to initiate credit entries or payments to a third party ("Credit Entries")
and/or debit entries or c::Ollections from a third party ("Debit Entries") all in accordance with this Booklet, tl1e ACH
Rules, and the ACH Requirements. Al! ACH SeNices are provided subject to the ACH Requirements, and in the
event of any conflict between anything contained in the Terms and Conditions or any Bank policy, procedure,
statement or representation, on t~e one hand, and the ACH Requirements, on the other hand, the ACH
Requirements shall prevail and govern. You agree to comply with the ACH Requirements whether or not the Entry
is sent through the ACH system (for example, where we are the Receiver's bank in addition to being your bank and
the transfer is made solely within our own institution and not through the external ACH system, the requirements
for authorization under the ACH Requiremenls must still be followed). You agree to comply with the ACH
Requirements as are in effect from time to time, including any requirements governing the proper formatting of
Entries Defined terms used herein are to be defined in accordance with thetr definitions in the ACH Requirements.
Definitions of such terms are provided herein for convenience only, and the definitions in the ACH Requirements
shall control. We may suspend or terminate any ACH Services, Including Third-Party Sender Services, at any time
upon notice to you in the event we make a determination, in our sole discretion, that continuation of the Services
subjects us to unacceptable risks. Suspension or rermination of Services does not affect either your or our rights
or obligations with respect to Entries initiated prior to such suspension or termination.
O)(i) Originator -When you initiate a Credit Entry or a Debit Entry, you are acting as an Originator of an Entry
under the ACH Rules, and we are the Originating Depository Ffnancial Institution ("ODfl") under the ACH Rules.
When you originate a Credit Entry to or a Debit Entry from a third party, the third party is a Receiver under the ACH
Rules, and the bank that holds the deposit account from which the Entry is debited or to which the Entry is credited
is the Receiving Depository Financial Institution {"RDFI") under the ACH Rules.
m(i~ . Transmittal of ACH Entries • If approved for the ACH Service, you shall transmit Credit Entries and/or
Debit Entries, as appropriate, to us to the location(s) and in compliance with the foimatting and other requirciments
provided to you by us. You agree that your ability to originate Entries under this Booklet is subject to exposure
fimits in accordance with any Funding Limits set by us.
(i)(iii) ACH Transaction Exposure Limits -Our internal risk control procedures include a determination of ACH
credit exposure limits for all ACH customers. ACH debit exposure limits are also established for customers
approved by us for originating Debit Entries. These ACH exposure limits can include, but are not necessarily
limited to: {i) total dollar value of individual ACH flies transmitted to us; (ii) dollar value or number of individual ACH
Entries within each file; (iii) frequency of origination of ACH files: and (iv) consideration of total exposure to us over
multiple settlement dates related to all unsettled files originated by you. You agree to comply with the exposure
limits we establish for you from time to time. You understand and agree ihat any file or file Entry received by us
that would exceed any of the exposure limits established for you may, in our sole discretion, be delayed or
rejected, and we will have no liability to you for any damages or losses you may incur arising from our election to
delay or reject such files or Entries.
(i}(iv) Processing, Transmittal and Settiement of ACH Entries -We will process Debit Entries and Credit Entries
received from you that conform to our establislled file specifications, transmit such Entries as ODF1 to the ACH
Operator and settie such Entries, all in accordance with the ACH Rules. We will use reasonable efforts to transmit
such Entries to the ACH Operator in a=rdance with the file receipt cutoff times and transmission timeframes set
forth in our ACH Processing Schedule, as amended from time to time. Ask us for a copy of our current ACH
Processing Schedule. In the event Entries are not transmitted on the date of receipt, we generally will transmit
such Entries on the next Banking Day on which we and the ACH Operator are open for business. We cannot
guarantee the day of settlement of any Entries, including On-Us Entries.
0)(v) On-Us Entries -If an Entry is received for debit from or credit to an account maintained with us, it is
considered an "On-Us Entry." On-Us Entries often settle sooner than other Entries. Please see our ACH
Processing Schedule_ Settlement of all Entries is in accordance with and subject to the ACH Rules.
(j) Payment for Services; Settlement Options
U)(i) Payment for ACH Services -You agree to pay us the charges for ACH Services we provide to you in
accordance with our current Fee Schedule, as that schedule is added to, deleted from or otherwise amended from
time to lime. In addition, you agree to pay us the amount of any sales, use, excise, value added, utility or other
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similar taxes imposed on such Services (other than taxes imposed on us based upon our income), as well as any
fees for related Services at our standard rates for such services to the extent such Services are incurred in
connection w[th providing ACH Services_
G)(ii) Settlement Options -You must pay us the amount of each Credit Entry and each reversal of a Debit Entry
on or before the settlement dafe (the;"Settlement Date" as specified in the ACH Rules) for the transaction.
(j)(iii) Payment Account -We may, without prior notice or demand, obtain payment of any arnount due and
payable to us for ACH transactions by debiting the accounts designated by you for such transactions (the
"Designated ACH Accounts"). Unless we make alternative arrangements with you, the Designated ACH Accounts
will also be the accounts to which Credit Entries are credited. You are required to maintain a sufficient balance in
the Designated ACH Accounts at all times to cover expected transaction dollars originated by you. In the event
there are not sufficient funds in the Designated ACH Accounts to cover your obligations for submitted transactions,
including amounts owed to us for reversals and for fees and other amounts owed to us, we may set off or debit
such amounts from any other accounts you have with us (Including any accounts in which you hold an interest with
any other person or entity or in another capacity}, whether established at the time the Designated ACH Ai:;counts
are established or establlshed at some later time. You further agree that we may, at any time, require you to
establish a reserve account (!:tie "Reserve Account")' into which we may deposit funds withdrawn by us from those
other accounts to ensure that you will have sufficient funds to cover your payment obligations for ACH
transactions. We wiU notify you if we require a Reserve Account and if we require any increase in the Reserve
Account from time to lime. You agree that we are not liable for nonpayment of any checks drawn against accounts
from which we withdraw funds in order to fund the Reserve Account. Transactions submitted to us may be
delayed until we are able to satisfy ourselves that the funds in the Designated ACH Accounts will be sufficient to
satisfy any funding needs. In the event you terminate your relationship with us or otherwise close Designated ACH
Accounts, in our sole discretion, we may continue to hold funds in the Designated ACH Accounts or Reserve
Account up to three (3) years or until aH outstanding transactions or returns have cleared and the timeframe for
rejection or return has expired.
G){lv) Funding 1Jmi1s -We offer both Credit Guidance and Pre-Funding as two methods to proViding you with
Funding Limits.
O}(v) Credit Guidance - -If you are approved for a Credit Guidance, we will settle to your account on the
effective date (an "Effective Entry Date" as defined in the ACH Rules) of the items originated. In the case of Credit
Entries, we will debit your account on the Effective Entry Date_ In the case of Debit Entries, we will fund your
account on the Effective Entry Date.
G)(vi) Pre-Fund. -In the event you are not approved for a Credit Guidance, you may be approved to initiate
entries on a pre-fUnded ("Pre-Funded") basis. Under this option, before we Will transmit Credit Entries to
Receivers, your designated deposit account must have sufficient available funds to cover the amount of those
Credit Entries. We will utiHze the Presen1rnent Date for :;;ettlement and will debii funds directly from your
designated account on the day Entries are received. You must present Credit Entries to us not less than one
banking day prior to the Effeclive Settlement Date of such Credit Entries. As to Debit Entries, we will fund your
designated account for the offsetting amount of those Debit Entries on the Effective settlement Date. We may
place all or a portion of tire funds represented by the Debit Entries on hold for a pre-determined number of Banking
Days following the Effective Settlement Date. We will provide you with hold terms for Pre-Funded Debit Entries in
writing. The pre-determined number of hold days and portion(s} of hold{s) may be adjusted periodically based on
your originations and returns. We will advise you if the hold portions and number of days are adjusted ..
(j}(vH) Debit Entries on the Effective Settlement Date. -We may place all or a portion of the funds represented
by the Debit Entries on hold for a pre-determined number of Banking Days following the Effective Settlement Date.
We will provide you with hold terms for Pre-Funded Debit Entries in writing. The pre-determined number of hold ·
days and portion(s) of hold(s} may be adjusted periodically based on your originations and returns. We will advise
you if the hold portions and number of days are adjusted ..
G)(viii) Credit Guidance Conversion -We reserve the right to convert you from a Credit Guidance status to a Pre-
Fund status at any time, with or without cause and with or without prior notice.
0Xix) Your Representations and Warranties Regarding ACH Entries -Each time you originate an Entry, you
represent and warrant to us that: (i) each person showing as the Receiver on an Entry has authorized the
transaction and the debiting or crediting of the designated account in the amount shown and on the Effective Entry
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Date designated on the Emry; (ii) such authorization is in writing and signed· by or similarly aumenticated for all
Debit Entries; (iii) you have taken commercially reasonable measures to authenticate the Receiver; (iv) such
authorization is operative at the time of transmittal to us; (v) Entries transmitted to us by you are in accordance with
all requirements of this Booklet and the ACH Requirements; (vi) you will perform all your obligations hereunder in
accordance with all the ACH Requirements and all other applicable laws and regulations, including the sanctions
and laws administered by the federal Office of Foreign Assets Control; (vii) tor au Credit Entries, you are bound by
and will comply with the ACH Requirements in effect from time to time, inciuding wH:houl limitation the provision of
the ACH Rules that makes payment of an Entry provisional until final settlement, and you specifically agree that if
settlement is not received, we will be entitled to reverse such transaction. You further agree to indemnify us from
and against any losses or expenses we may incur as a result of any breach of these representations and
warranties. ln the everit you violate any applicable Rules or regulations and a line is imposed on us due to your
negligence, whether caused willfully, by negligence or otherwise, we may charge, and you agree to pay, such fine,
lnduding fees tor research, attorney's charges and other related costs to the violation.
(J)(x) Rejection of Entries -We may reject any Entries that do not conform to the requirements set forth herein
and in the AGH Requirements and any other standards, guidelines or procedures we may establish from time to
time. We may also reject any Entry that specifies an Effective Entry Date that is more than 30 calendar days after
the date of receipt of the Entry by us. You agree that if we elect in our discretion to process a file or file Entry that
would be subject to rejection for any reason, such action does not result in a waiver of our right to reject future files
or file Entries that are otherwise subject to rejection. We have the right to reject On-Us Entries that would be
subject to rejection or return under the ACH Rules if processed through an ACH Operator. We also have the right
to reject any Entry or file that we believe in our reasonable judgment might be contrary to applicable law or that
might subject us to unacceptable risk. We will notify you by telephone or by another method of such rejection no
later than the close of business on the Banking Day on which we would otherwise transmit such ffle or Entry. We
will notify you of such rejections no later tllan the Banking Day such Entry would otherwise have been transmitted
by us to the ACH Operator or, in the case of an On-Us entry, the Effective Entry Date. Notices of rejection will be
effective when given. We will have no liability to you for any rejection of an Entry or file as provided herein or for
failure to provide timely notice of rejection to you.
uXxi) Disputes with Receivers -In the event that we become involved in any dispute between you and any
Receiver(s) relating to any Entry, you agree to hold us harmless and to indemnify us, our officers, directors,
employees, and agents against daims, liabilities, and expenses arising out of the dispute.
G}(xii) Cancellation or Amendment of Entries -You have no legal right to cancel or amend any Entry after we
receive it, but we will generally use reasonable efforts to act on a request by you for cancellatlon or amendment of
an Entry if we can do so prior to its transmission to the ACH Operator or, In the case of an On-Us Entry, prior to
debiting or crediting the Receiver's account. We are not able to cancel or amend any Entry after it has been
transmitted to the ACH Operator.
G){xiii) Permisslble SEC Codes -Once approved as an ACH Originator, upon review of your business needs,
you will be approved to transmit Entries using specific Standard Entry Class (SEC) Codes. Should you transmit
Entries to us using SEC Codes other than those previously approved, at our sole discretion, your file may be
rejected and may not be transmitted by us to the ACH Operator or may be transmitted. In either case, you are
obligated to comply with all applicable ACH Requirements and applicable laws.
y)(xiv) Returned ACH Enbies -We will notify you either by phone, electronic transmission or by mail of tile
receipt of a returned Entry from an ACH Operator no later than one Banking Day after the Banking Day of such
receipt. Except for an Entry retransmitted by you in accordance with the ACH Rules, we shall have no obflgation to
retransmit a rell.Jrned Entry to the ACH Operator if we complied with the terms of this Booklet with respect to the
original Entry.
G)(xv) Notices -We will provide you with all information, as required by the ACH Rules, with respect to each
Notification of Change (NOC) Entry or Corrected Notification of Change (Corrected NOC) Entry received by us
relating to Entries transmitted by you. We will provide such information to you within 1wo Banking Days of the
Settlement Date of each NOC or Corrected NOC Entry. You are obligated to ensure that changes requested by the
NOC or Corrected NOC are made within six (6) Banking Days of your receipt of the NOC infonnation from us or
prior to initiating another Entry to the Receiver's a=unt, whichever is later. Should you receive notice that any
ACH pre-notification has been rejected, you agree not to initiate any Entry until the cause for rejection has been
corrected and another pre-notification has been submitted and accepted by the RDFL You shall cease initiating
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Entries immediately upon receipt of any actual or constructive notice of Receivers termination or revocation of
authority.
(j)(xvQ Returns will be monitored for excess activity. You agree to work wi1h us should you have returns that are
deemed excessive or if we receive notice from any regulatory or governing body of excessive returns. ,
(j)(xvil) Reconciliation of the Designated ACH Account -Entries transmitted by us or crer.frted to a Receiver's
account maintained with us will be reflected on your periodic statement for the Designated ACH Account You
agree to notify us within thirty (30} calendar days of any discrepancy between your records and the information
shown on your periodic statement If you do not notify us within thirty (30) calendar days after the first perlodlc
statement on which a discrepancy appears, you agree that we are not liable for any and a!! losses and/or other
discrepancies that result from your failure to give notice within such tirnefram~. You agree that you waive any right
to dispute a transaction in the event you fail to notify us of the discrepancy wtthin thirty (30} days after your receipt
of the first periodic statement ·on which the discrepancy appears.
U)(xviii) ACH File Transmissions -You may transmit ACH files directly to our ACH department from a personal
computer controlled by you or by use of third-party processor engaged by you. You a!so may transmit ACH files to
us through our online Cash Management platform. If you use our online Cash Management Platform, then the
procedures for that platform will be provided to you separately, and those prooedures will apply. If you do not use
our online Cash Management Platform, then the following procedures will apply. In the event you transmit fiies
through a third-party processor, the third-party processor will be acting as your authorized representative and you
will be responsible for ensuring that the third-party processor complies with all of the following requirements on
your behalf.
Q}(xix) Authorized Computers -We will authorize and license you to use one or more computers for transmitting
your ACH files to us. You are solely responsible for access by your employees or other authorized representatives
to the authorized computers and to the data files maintained on the computer. Your authorized representative will
be able to access the ACH system by utilizing prearranged logon procedures consisting of user identification
names and passwords. Your authorized representative will provide us with verification of the totals contained in
the transmission by communicating totals via telephone to our automated voice response system {"VRS").
Procedures and personal identification numbers for use of the VRS will be provided to you separately. Jn the event
you or your authorized representatives are unable to communicate totals to us in this manner, your authorized
representative may send a facsimile notification to us containing the file to!als. Facsimile notifications should be
provided on your company letterhead, reference the exact name contained in our records as accountholder and
contain an aulhorized signature.
O)(xx) ACH Scheduliog Service -If you use our ACH Scheduling Service. we will anticipate the receipt of an
ACH file transmission from you on each scheduled processing date identified by you in writing on our fonn of ACH
File Transmission Calendar (subject to our acceptance and approval). You are responsible for ensuring that we
receive a transmission on each scheduled processing date or for notifying us if a transmission will not take place
on a scheduled processing date. You are also solely responsible for ensuring that we receive any new or updated
processing schedules as required. We are not responsible for untimely or erroneous ACH file transmissions that
occur as a result of changes to your established processing schedule if not communicated to us in a timely manner
and accepted and approved by us.
(j)(xxi} ACH Totals -We will verify that the file totals agree with the information given to us by you by telephone
or facsimile transmission or other previously agreed upon media. In the event of a discrepancy in the toials, we will
contact your specified authorized representative, If an authorized representative is not available, we will not
process the file until an authorized representative can be contacted on the following Banking Day.
(J)(.xxii) ACH Data Integrity -You are solely responsible fur the accurate creation, modification, and deletion of the
account information maintained on your personal computer and used for ACH transactions. You agree to comply
with any written prooedures provided to you by us for the creation, maintenance and initiation of ACH transactions.
(j)(xxiii) Retention of Records -You must retain data on all files adequate to permit us to recreate all Entries for a
period of at least thirty (30) calendar days following the date you transmit the files to us for processing, and you
must provide copies to us upon our request You must retain all written authorizations for ACH Entries for a period
of at feast two years following the date on which such authorizations expire. For recurring Entries, you must retain
authorizations for a period of not less than two years following termination or revocation of the 01iginal
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authorization_ If you originate RCK Entries, authorizations must be maintained for at least seven years following
the settlement date.
Q)(xxiv) Reversing ACH Enfries -In the event of duplicate or erroneous files, as defined in the ACH Rules, we will
allow you to send reversing Entries. Reversals must be made within 'five (5) days of the original settlement date
per the ACH Rules. You must notify the Receiver by the end of the day on the settlement date for any reversed
Entry submitted by you. You may make this notification by any reasonable method you choose.
O)(xxv) Duty to furnish Documents -From time to time, we may be required to obtain Receiver authorizations.
You agree to furriish us with copies of Receiver authorizations or other documents within five (5) business days of
our initial request Documents shall be provided by you to us at your own expense.
(k) Money Transfer Service
You can initiate the transfer of funds !Tom your accounts with us using our Online Cash Management platform.
l/sing this online Money Transfer Service, you can transfer funds and adjusi balance levels in your accounts af\d
shall pay Bank charges for the Services provided herein according to the Bank's current fee schedule. You must
provide infomiation to us regarding the transaction and recipient as requested by us in order to comply with legal
and regulatory requirements and our internal policies and procedures. Note: i) Intermediary and beneficiary
institutions may also assess a tee with the result that the payee/beneficiary may receive an amount that is less
than the fac:;e value of a money transfer. ii) Beneficlary's complete International Bank Account Number (!BAN) is
required for wires senl to Europe. An incomplete/missing !BAN may result in a wire reject or return with additional
charges assessed by the receiving bank. iii) wires sent to Mexico require an 18-digit CLASE as the beneficiary's
account number.
(1) Te11T1s and Conditions Applicable to Wire Transfe!'S
These Services permit qualifying customers to initiate wire transfers in accordance with this Booklet and applicable
state and federal laws and regulations and other applicable legal requirements (coHective!y, the 'Wire Transfer
Requirements•). Ail Wire Transfer Services are provided subject to the Wire Transfer Requirements. You agree to
comply with the Wire Transfer Requirements.
The Wire Transfer Services are als.o subject to the requirements described above under "Money Transfer Service."
53. Positive Pay Services
Under our Positive Pay Service, you have three options.
(a) Traditional Positive Pay Service
With the Traditional Positive Pay Service, you agree to provide to us the following Issue Information for each Item:
(i) Item serial number; (ii) dollar amount of the Item:· and (ili) Item issuance date. Using your Issue Information, we
win deliver to you on each Banking Day a Reported Item List that allows you to return unauthorized Items. Items
which do not match the Issue Information will be flagged and made available to you, so that you can make a
pay/no-pay decision on each flagged Item. Under the Traditional Positive Pay Service, you wrn receive account
reconcilement reporting; however, you must agree to have our Account Reconcilement Service (Traditional
Service) to receive such reporting. For more information on how the Traditional Positive Pay Service works
including, without limitation, delivery and cutoff limes, reporting features, and each party's responsibilities and
obligations, please refer to the User Materials.
(b) Stand-Alone Positive Pay Service
Wilh the Stand-Alone Positive Pay Service, you agree to provide to us the following !ssue Information for each
ttem: (i) Item serial number, (ii) dollar amount of the Item; and. (iii) Item issuance date. Using your Issue
Information, we will deliver to you on each Banking Day a Reported Item List that allows you to return unauthorized
Items. Items which do not match the Issue Information will be flagged and made available to you, so that you can
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make a pay/no-pay decision on each flagged ttem. There will be no account reconcilement related reporting
available with the Stand-Alone Positive Pay Service. For more infonnation on how the Stand-Alone Positive Pay
Service works lnc:luding, without limitation, delivery and cutoff times, reporting features, and each party's
responsibilities and obligations. please refer to the User Materials.
(c} Payee Positive Pay Service
With the Payee Positive Pay Service, you agree to provide i:o us the following Issue Information for each Item: {f)
the payee name(s) on the Item; (ii) Item serial number; (iii) dollar amount of the Item; and (iv) Item issuance date.
You will provide us with pay or return instructions for Items that either do not have a payee match or that have a
payee match but that do not match the MICR information provided to us by you. Account reconcilement related
reporting is available for the Payee Positive Pay Service lf you agree lo have our Account Reconcilement Service
(Traditional Service). For more information on how the Payee Positive Pay Service works including, withoui:
rimitation, delivery and cutoff times, reporting features, and each party's responsibilities and obligations, please
refer to the User Materials.
(d) General Terms and Conditions Applicable to All Posilhle Pay Services
(d}{i) lf the Issue Information you provide does not precisely match the information captured from the Item
during ihe course of processing operations, then we or our Servicer will create a Reported Item List. From time to
time in advance, we or our Servicer may permit you to establish parameters for !terns you wish to appear on your
Reported Item Ust.
(d}(ii) You agree to tell us whether you want the Items listed on the Reported Items List to be paid or rejected
from payment. You must advise us of your wishes in the manner and in the timeframes established in the User
Materials_ You shall provide us with standing instructions that we will implement in the event we do not hear from
you within the required timeframes_ Those instructions shal[ be either to "pay all" or "return all_" You agree that in
the event you fail to place standing instructions on file with us, we will adopt the "pay all' approach. We will tl-\en
pay all Items subject to the availability of funds on deposit. ln our sole discretion, we may overdraw your account
We are entitled to conclusively rely on your "pay" or "return' instructions. Further, in the event we receive no
instructions from you and adopt the default "pay all" approach, the default approach shall be conclusively deemed
to be the equivalent of your express instruction to "pay all" Items.
(d)(iii) If an Item on the Reported lierns List is paid, either by you or by your standing instruction, the issue
information will be updated by the information from the Item.
(d}(iv) Any Items rejected under a Positive Pay Seli/ice will be marked 'Refer to Maker.' You agree to
respond promptly to any inquiries regarding those Items. You understand that you may have liability for the
payment of any ltem to a party, including us or Servicer, who is a holder or holder in due course under the Uniform
Commercial Code.
(d}{v) You agree that our duty (and the duty of Servicer, as applicable) to you is to provide the Reported
Items List. We shall have no responsibility or liability for payment of any check or draft which precisely matches
the issue data on file for any Item or a=unt; except that if you claim an Item is not property payable due solely to
a forged endorsement or material alteration to the payee information, then the rights and responsibilities with
regard to the forged endorsement or material alteration shall be determined under applicable law. Further, you
understand and agree that we cannot return Items that have been cashed over-the-counter or otherA•ise paid prior
to the time that you: (i) instruct us to pay or return the !terns and (ii) we have a reasonable time to act upon such
instruction,
(d)(vi) Other than the duties specifically undertaken, as described above, you relieve us (and our Servicer) of
all liability, including liability related to obligations arising under applicable law, or otherwise concerning
examination of Items presented for payment, and you hold us (and Servicer) harmless from any and all claims
made by anyone (including, but not limited to claims regarding our refusal to honor Items presented for payment at
any of our offices, if we did not have accurate fssue infonnation regarding the Item at 1he time of presentment for
payment) for loss or damage, or for breach of security, or for breach of confidentiality of our data or records which
may arise in connection with the performance of the Positive Pay Services_ We reserve the right to require you to
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place a stop payment order on any Item to be returned. Any such stop payment orders will be subject to our
customary stop payment tees.
(d)(vii) You acknowledge that our Posmve Pay Service is intended to be used to identify and return Items which
you suspect, in good faith, are fraudulenl The Positive Pay Service is not intended to be used as a substitute for
your placing stop payment orders on Items which you do not wish to be paid and which are not suspected as being
fraudu~ent tf we suspect or conclude, in our sole discretion, that you are using the Positive Pay Service in violation
of the previous sentence, we may requfre you to provide evidence that Items we return pursuant to your
instructions were in fact fraudulent We will hold you liable for losses we sustain on Items returned under the
Positive Pay Service which are not established as fraudulent Items.
{d}(viii) You acknowledge that your failure to use the Positive Pay Service could substantially increase the
likelihood of undetected fraudulent activity on your deposit account(s} and that it is neither unreasonable
nor unreasonable under the circumstances for us to require you to use our Positive Pay Service upon
request. You agree that if you fail to implement the Positive Pay Service following our request that you do
so, you will be precluded from asserting any claim against us for paying an unauthorized, altered,
counfarfeit or other fraudulent Item that the Positive Pay Service was designed to detect or deter, and we
will not be required to re-credit your deposit account or otherwise be liable to you for paying such Item.
54. Remittance Banking Services flockbox}
You may direct your debtors and/or customers to forward their payments by check, or other paper item, to the post office
address we designate ("Designated Address"). We and any servicer we engage, acting on your behalf, shall have
exclusive and unrestricted access to mail directed to the Designated Address. We will endorse, on your behalf or at your
reasonable request, checks and oilier deposited items that were sent to the Designated Address and appear to be for
deposit to your credit, even if you are a joint payee on the check. Items received at the ·Designated Address shall be
processed as agreed to both you and us and credited to the account you designate. Unless otherwise agreed to by both
parties, all collected funds shall be deemed to be your funds for all purposes e.g., adjustments, bankruptcy, levy,
attachment, and other forms of legal process. The crediting and collection of checks and other deposited items will be
handled under the terms and conditlons as agreed upon by both parties.
55. SecureDirect Services
Our SecureDirect suite of Services provides you access to your designated accounts at Bank of the West using a Bank
ot the West interface as a single point of entry through which you may direcUy conduct banking transactions using your
computer and your compatible third-party accounting system provider or software. SecureDirect allows you to provide
data and to make payments directly from your accounting systems without manually entering information. The
SecureDirect suite of Services includes Integrated Payables, Information Reporting, and Receivables as such Services
are made available by us.
Our provision of the SecureDirec! Service to you is subject to, and you shall be bound by, all applicable terms,
provisions, or conditions of any service provider agreement between us and any service provider, and in the event of a
conflict between the terms of the Terms and Conditions and the applicable terms of any service provider agreement, the
terms of such the service provider agreement shall govern and control. You acknowledge and agree that you are not a
thfrd party beneficiary of any service provider agreement and shall not have any direct claims or recourse against any
service provider, except to the extent expressly permitted by the terms of the service provider agreement and subject to
all limitations and disclaimers provided in such service provider agreement.
You acknowfedge that the SecureDirect Service may involve the transmission of confidential consumer information that
may be subject to federal and/or state privacy laws and regulations. You shall comply with all federal and state privacy
laws and regulations including, without limitation, any breach notification requirements. Further, you agree to notify us if
a SecureDirect Request or any other information provided by you to us contains protected health information subject to
the federal Health Insurance Portability and Accountability Act of 1996 and regulations promulgated thereunder by the U.
S. Department of Health & Human Services.
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You shall comply with all security procedures es1abfished by us for tbe SecureDirect Service_ The specific security
procedures are set forth in Section 14 of this Booklet and the SecureDirect Security Procedures Addendum attached
hereto and included in this Booklet and the Tenns and Conditions by this reference. Such security procedures shall be
amended from time to time in accordance with this Booklet. You agree that all SecureDirect Requests contain sensitive
banking information and shall only use secure transmission options provided by us_ For some Payment Orders and
Seivices such as ACH, Wire Transfers and Online Banking, other established security procedures are uti~ized when
accessing such SeNices through the SecureDirect Seivice. You are solely responsible for developing and maintaining
your own internal security procedures to prevent errors and unauthorized access to your computer systems and the
SecureDirect Seivice by unauthorized employees, agents, vendors and customers. You understand that while we
determine the third-party accounting systems and software compatible with the SecureDirect Service we are not
responsible for these systems or software or computer hardware you choose. We will not be iiable or responsible to you
for any errors or foss or unauthorized access to your accounts atl'libutable to the third-party accounting system or
software or comp.uter hardware.
You acknowledge that we have no obligation to maintain back-up copies of or your request for us to initiate a
SecureDirect transaction or any other information provided by you to us_ You shall preserve all records relating to the
SecureDirect Seivice as required by law and as specified for the SecureDirect Services you use. You shall permit us to
examine. verify and copy such records upon our reasonable request and notice to you.
You agree that you (i) shall use the SecureDirect Service only in the ordinary course of your internal business operations,
(ii) shall not use the SecureDirect Service in violation of the terms of the Terms and Conditions , (iii) shall not use the
SecureDirect Service to conduct any type of service bureau or time-sharing operation or to provide remote processing,
network processing, network telecommunications or similar services to any person, whether on a fee bas is or otherwise,
and (iv) shall ensure that the SecureDirect Service is used only by your aufrlorized users in accordance with any
documentation we provide to you. !n the event of any error in connection with the SecureDirect Service or any
SecureDirect transaction, you shall provide to us detailed documentation and explanation, together with underlying data,
to substantiate any error and to assist us in diagnosing, reproducing and correcting the error. You shall use any
rnodiiicatlons, revisions, and updates in the SecureDirect Service, including changes in programming languages, rules of
operation and screen or report format, as and when they are implemented and/or made availab~e by us or our service
provider. You agree to devote all equipment, facilities, personnel and other resources reasonably necessary to
implement the SecureDirect Service and to be trained in the use of the SecureDirect Service, and we shall not be
responsible for any delays or additional fees and costs associated ~ith your failure to timely perform such obligations.
(a) ln1:egrated Payables
Integrated Payables is a· service wi1hin the suite of SecureDirect Services. Our Integrated Payables Service
offers customers a solutlon to automate their accounts payable processing_ The Integrated Payables Service
creates a secure gateway to exchange machine-to-machine payment information between the customer and
Bank of the West. The specific banking transactions available through Integrated Payables are more fully
described in the Integrated Payables User Materials which shall be amended from time to time in accordance
with this Booklet The Integrated Payables Service works in conjunction with third-party accounting systems or
software determined compatible by us in our sole discretion. Not all third-party-accounting systems or software
will be compatible with the Integrated Payables Service.
You agree that your requests to initiate payments utilizing the Integrated Payables Service shall be governed by
this Section 55, the sections of the Terms and Conditions governing the applicable payment mechanism, and all
applicable laws, rules and regulations governing the appllcable payment mechanism. When the Integrated
Payables Service is used to access other the Bank's services, products, or payment facilities Qncluding, without
limitation, the wire transfer seivice, or the ACH or credit card services when available), the terms, conditions,
and agreements governing such other services, products, and payment facilities remain in full force and effect,
except as expressly modified or amended by this Section 55. You agree to promptly execute and deliver to us
any documentation we require to evidence your agreement to our terms and conditions for services, products,
and payment facilities accessed and used by you through the use of the Integrated Payables Service; provided,
that your use of the Integrated Payables Service to use, access, andfor perform other Bank services, products,
or transactions automaiically constitutes your acceptance of and agreement to any and all terms, conditions,
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and provisions in effect and imposed by us at the time of your use or performance of such services afld
transactions without the execution of any related documentation by you. You agree to be bound by and to
compty with any and all documentation, instructional materials or technical information relating to the use of the
Integrated Payables Service that is made available to you by us or our service providers in connection with the
Integrated Payables Service, as amended from time to time.
You authorize us to execute all payment requests and settle !o your account all payment requests delivered to
us in compliance with the Terms and Conditions and the applicable security procedures. You may from time
to time request that we initiate electronic payments using electronic payment channels such as the ACH, SWIFT
and credit card networks, wire transfer system, and other available electronic funds transfer systems (Please
refer to the Integrated Payables User Materials for available electronic payment channels as not all
electronic payment channels may be available through the Integrated Payables Service).
You must submit Integrated Payables transactions at or prior to the established deadline for processing on the
Business Day of receipt Integrated Payables transactions received after the established deadline will be
processed on the next Business Day. All established deadlines are subject to change. We will notify you of any
rejected Integrated Payables transactions· in accordance with our standard procedures. You represent and
warrant to us that all information in each Integrated Payables transaction delivered to us shall be accurate,
timely and authorized and shall be in compliance with all applicable laws, rules and regulations. Accordingly,
any inaccuracy in the Integrated Payables transaction or information provided by you may result in unintended
processing by us. We are not responsible for detecting or reporting any error or inaccuracy in information
provided by you and we shall not be liable to you for any information or Integrated Payables transaction which is
incorrect or incomplete.
You are solely responsible for scheduling and initiating any and all Integrated Payables Service transactions
sufficiently in advance of applicable due dates. We disdaim any and all representations or warranties, express
or implied, that any transaction executed through the Integrated Payables Service will be timely and/or properly
received, processed, and applied by any counterparty to such transaction. You assume all risk relating to the
timely and proper scheduling, initiation, processing, transmission, receipt, and application of Integrated
Payables Service transactions, and you release us from any and all claims, liabilities, and/or damages related
thereto or arising or resulting therefrom. Except for those losses caused directly by our gross negligence or
willful wrongful acts, you agree to indemnify, defend, and hold us and our service provider harmless from and
against any and all losses, costs, suits, damages, claims, liabilities, and expenses (including, without limitation,
reasonable attorneys' fees) arising from or related in any way to any relationships, claims, or disputes between
you and any and all counterparties to transactions executed by you through the Integrated Payables Service
{including, without limitation, payees of payment transac.tions executed through the Integrated Payables
Service).
We shall have no obligation to permit you to amend, modify, cancel, or stop payment on an Integrated Payables
transactions after you have initiated or submitted such transactions for execution through the Integrated
Payables Service. In the event we shall pennit you to amend, modify, cancel, or stop payment on an Integrated
Payables transactions, you must act within applicable deadlines established by us for such purposes and
otherwise afford us a reasonable opportunity to respond to instructions to amend, modify, cancel, or stop
payment on such Integrated Payables transaction; provided, that in no event shall we have any liability to you or
any counterparty to your Integrated Payables transaction if we shall fail to execute or timely execute any
instruction to amend, modify, cancel, or stop payment on such Integrated Payables transaction.
Additional terms apply to Payment Orders. Please see Section 52 .
..!ft~
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56. Sweep Services.
(a) Deposit Sweep Service
Our Sweep Seivices allow you to transfer unused balances from your demand deposit account into a Eurodollar
deposit or Federal Funds deposit or used to purchase an interest in government securities (subject to an
agreement by us to automatically repurchase such securities on a set maturity date).
(b) Establishment of Investment Accounts
At your request. and with the Bank's approval, we will establish for you a non-FDIC insured account for your
Eurodollar deposit ("Eurodollar Account") your Federal Funds deposit ("Federal Funds Account"), or your
government securities repurchase account ("Repo Account") in accordance with the infonnation you provide to us.
(c) Rules Governing Eurodollar Account
The Eurodollar Account Will consist of Unfted States dollar-denomrnated overnight time deposits held at our
Cayman Islands Branch (a "Eurodollar Deposit"). The Eurodollar De.posit is is~ued by the Cayman Island Branch
and payable only at lhe Cayman tslands Branch, IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, and is subject to cross-border risks. The Eurodollar Deposit is nontransferable and
non11egotiable. By requesting a Eurodollar Account, you consent to the disclosure by our Cayman Islands Branch,
upon the.request of any Cayman lsiands, French or United States banking or other governmental authorities of all
documents and information concerning your customer relationship and accounts at the Cayman Islands Branch.
(d) Rules Governing Federal Funds Account
The Federal Funds Account will consist of United States dollar-denominated overnight time deposits held in our
account at the Federal Reserve Bank. ·
(e) Rules Governing Repo Account
The Repo Account will consist of securities that will be purchased by you from us from time to time, subject to our
agreement to repurchase such securities at a stated maturity date at the original purchase price plus interest at a
stated interest rate. You must execute a master securities repurchase agreement ("Master Repo Agreement•) in
order to have a Repo Account. The terms of the Master Repo Agreement will govern our relationship with respect
to funds in the Repo Account, pursuant to the terms of the Master Repo Agreement
(f) Automatic Investment
We will monitor the balance of the deposit account (the "Sweep Account") that you designate for funds to be swept
into the Eurodollar Account, Fed Funds Account or Repo Account, as the case may be. At the close of business
on each Banking Day, we will automatically transfer all collected funds from the Sweep Account in excess of the
target balance you designate to us (the "Target Balance") into the Federal Funds Account or Repo Account, as you
have designated. However, rn no event will we transfer less than $100,000 into the Eurodollar Account because
that is the minimum balance (unless it is a zero balance) for the Eurodollar Account On the following Banking Day,
the principal amount in the Federal Funds Account, Eurodollar Account or Repo Account, plus any interest, will be
automatically transferred by us from the Federal Funds Account, Eurodollar Account or Repo Account to the
Sweep Account
(g) Interest Rates
The interest rate on the Federal Funds Account shall be the Federal Funds Target Rate as computed by the
Federal Open Market Committee. This rate is found in the official press statement by the Federal Open Market
Committee that fallows their mDSt recent regularly scheduled monetary policy meeting and is available online at the
Federal Reserve Board website. The interest rate on the Eurodollar Account is a variable rate indexed to the
overnight Eurodollar Deposit rate, effective from tlrne to time at our Cayman Islands Branch. Our Eurodollar
Deposit rate is indexed to our Federal Funds rate and will change with the Federal Funds rate, as often as daily.
The interest rate on the Repo Account will be calculated by subtracting the number of basis points quoted by us at
.!!l
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the time the Repo Account is established as the Initial Interest Discount from the overnight Federal Funds rate set
by the Federal Reserve Bank. Interest on the Federal Funds Account, EurodoUar Ao:.:ount or Repo A=unt will be
calculated on a simple and daily basis using a 360-day year. This means that the per annum rate will be divided
by 360 to arrive at a daily rate, which is then applied to the balance for each caiendar day and credited to the
Sweep Account on the following Banking Day. For the Repo Account, interest as described above will be deemed
to inctude all payments of Pricing Differentials as described in the Master Repo Agreement. and we will pay the
quoted rate regardless of any fluctuation in the market price of underlying securities purchased under the Master
Repo Agreement. By requesting a Repo Account, you acknowledge and agree that the interest rate on your Repo
Account will not be related to the yield on any underlying securities in the Repo Accounl
(h) Repo Account Se.curities Management
Pursuant to the Master Repo Agreement, you will purchase an interest in securities from us to be automaticalty
repurchased by us from you on a stated maturity date. For each securities purchase transaction, you will receive
an undivided [nterest in all securities held by a custodian bank for a portion of all of our repurchased transaction
customers. These securities will be investment-grade debt securities and will always have a market value that
equals or exceeds the stated balance of funds in your Repo Ac;count. Your interest in those securities may be
subject to liens of tilird parties, may be used by us for deliveries on other securities transactions, and shall be
subject to our ability to satisfy any lien or to obtain substitute securities without prior notice to you.
(0 Repo Account Maturity
Your Repo Account will mature at the close of business one Banking Day following the effective day of each
securities transaction. However, on each Banking Day, the maturity date shall be automatically extended one
additional Banking Day (until the close of the immediately succeeding Banking Day) unless we give you notice to
close the Repo Account and to pay all amounts due as of such extended maturity date. You may close the Repo
Acrount at any time, effective on the tenth day after you give us written notice thereof, so long as you have paid us
all amounts then due. You will then receive any accrued but unpaid interest earned on the Repo Account through
the date of c:losing, but any fees debited to the Repo Account before the closing date, including monthly fees, will
be nomefundable. On the date of closing of the Repo Account, we will reacquire all of your rights in the securities
held in the Repo Account.
0) Security Interest in Securities Held in Repo Account
We will maintain the secur1ties in the Repo Account with the custodian we select pursuant to the terms of the
Master Repo Agreement We intend to transfer full ownership of your interest in the secuctties to you. However, in
the event that the transfer of full ownership is invalidated for any reason, we here grant to you a security interest in
such securities to the extent of the ownership interest we intended to transfer, together with any proceeds, and
while we intend this security interest to be perfected by possession, we make no representation or warranty to you
regarding the perfection of your security interest or your ability to recover your funds by selling your interest in the
securities.
(k) Statements/Confirmations
An account statement detailing the activity between the Sweep Account and Eurodollar Account or Federal Funds
Account will be sent to you each month.
(l) Fees and other t.enns
The monthly fee tor our Sweep Services is listed in our pricing schedule and will be automatically deducted each
month from your Sweep Account
(m) Limitation of liability
In the event that we are unable to sweep funds into your Federal FLJnds Account or Eurodollar Account on any day
for any reason, we will not charge you tees for the Sweep Services for that day but we will not be liable to you for
any lost interest you may suffer.
.:B...
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Cash Management Terms and Conditions
(n) FDIC Eligibility
No FDIC Insurance of Federal Funds Account, Eurodollar Account or Repo Account. Your Sweep Account is
fnsured by the Federal Deposit insurance Corporation up to the current maximum insurance limit (currently
generally $100,000), but your Eurodollar Account, Federal Funds Account or Repo Account is NOT INSURED BY
THE FDIC. This means that funds that are swept out of your Sweep Account and into your Eurodollar Account,
Federal Funds Account or Repo Account are not federally insured by the FDIC for the period of time they are in the
Eurodollar Account, Federal Funds Account or Repo Account. When the funds are swept back into the Sweep
Account they are again insured by the FDIC.
(o) Loan Sweep Services
Our Loan Sweep Services allow you to automatically transfer funds between a revolving line of credit identified by
you (the "Loan Account") and a demand deposit account you maintain with us (the 'Loan Sweep Deposit
Account").
(p) Transfer Between Loan Sweep Deposit Account and L.oan Account
Each Banking Day, after all transactions for the day have been posted to the Loan Sweep Deposit Account and the
Loan Account, we will transfer funds between the Loan Sweep Deposit Account and the Loan Account as follows:
First, we will transfer any positive Available Balance or Ledger Balance (depending upon which you designate to
us in the setup of your Loan Sweep Services) that exceeds the Target Ceiling (also as designated by you in the
setup of your Loan Sweep Services) from the Loan Sweep Deposit Account to pay down the outstanding balance
of the Loan Account and to bring the Loan Sweep Deposit Account back to the Target Balance. If there is no
outstanding balance on the Loan Account, no transfer will be made. If the balance in the Loan Sweep Deposit
Account is less than the Target Floor, we will transfer from the Loan Account to the Loan Sweep Deposit Account
an amount sufficient (up to the maximum available credit limit) lo bring the Loan Sweep Deposit Account balance
back to the Target Balance.
(q) Payment
Payment of any item presented against the Loan Sweep Deposit Account which would create an overdraft: in the
Loan Sweep Deposit Account will only be made to the extent of the available credit limit in the Loan Account.
(r) Insufficient funds
You agree that if at any time the Available Balance or Ledger Balance, as applicable, in your Loan Sweep Deposit
Account is insufficient to pay items presented to the Loan Sweep Deposit Account for payment, we may pay or
dishonor items in our sole discretion and in any order as we may determine, and you specifically waive any claims
against us for the same. Items paid or dishonored pursuant to this section wJll be subject to any applicable fees
and charges. Other than as provided in this Section, no separate lean advances may be made from the Loan
Account. You wlll sign a separate Loan Agreement and pay interest on advances according to that Loan
Agreement. You hereby assign and grant to us a security interest in the Loan Sweep Deposit Account and any
future additional deposit accounts you may have with us as security for the performance of your obligations under
the Loan Agreement and the Terms and Conditions. Your rights in the Loan Sweep Deposit Account and any
other deposits you have with us are subordinate and junior to our rights to reimbursement for any withdrawals or
Items paid from the Loan Sweep Deposit Account. Our rights and remedies as described herein are in addition to
all other rights and remedies that we may have under the Loan Agreement or any other applicable law.
57. Tax.Direct Services
Our TaxDirect Services allow you to use touch-tone telephone or Internet to initiate Federal, State and certain local tax
deposits. Our perfoimance of TaxDirect Services are conditioned upon your furnishing all requested data,
authorizations, and written instructions at the times and· in the manner specified by us in the User Materials. We are
enti1led to rely on the accuracy of any data furnished by you to us. When initiated via touch-tone telephone or Internet
you are responsible for electronically inputting relevant data in accordance with the procedures and instructions
established by us from time to time, and such data will subsequently be processed by us.
~.
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Cash Management Terms and Conditions
(a) Deposit Account; Sufficient Funds
You agree to maintain with us a commercial bank account ("the TaxDirect Deposit Account") with sufficient funds to
cover an tax deposits and other fees and charges related to the TaxDirec:t Services. You hereby authorize us to
charge the T axDirect Deposit Account for the amount of each tax deposit, as related by you to us. In the event you
fail to maintain sufficient funds in the TaxDirect Deposit Account, we shall have no obligation to perform the
TaxDil'<:lct Services or make any iax deposit for you even if we have received instructions to do so. In the event we,
in our discretion, overdraft lhe TaxDirect Deposit Account to make tax <;!eposlt disbursements, we shall not be
obligated to do so in the future, regardless of the number of times we have previously allowed such overdrafts.
You are liable for the payment of any disbursement made by us for TaxDirect Services even though there are
insufficient fi.Jnds in the Tax:Direct Deposit Account at the time the disbursements are made.
(b) Duty to Maintain Records
Nothing her<:lin shall relieve you of any duty imposed by law or contract regarding the maintaining of records or
from employing adequate audit, account and review practices customarily followed by similar businesses. You
agree to promptly review for accuracy all records and information delivered from time to time to you by us and
promptly notify us of any errors. You will retain a copy of all of your source documents. including without limitation
your completed TaxDirect Service Application, any User Materials, the Terms and Conditions, completed state and
federal tax agency authorization forms for you, tax payment information needed to make each tax: deposit,
acknowledgment numbers generated after you initiate a tax payment request, and audit information or receipts
acknowledging or confirming the payment of your tax: deposits. We may retain copies of any of the foregoing
documents, information or receipts, but we are not required to do so under the Terms and Conditions or any other
contract or other obligation to yoll.
(c) Service Limited to You
Only you may use the TaxDireci Services. You may not provide your access code or personal identification
number to any third party, nor may you initiate a tax: deposit on behalf of any other consumer or entity.
(d) We Are Acting Only as Your Agent
In perfonning the TaxDirect Services, we are acting only as your agent. Any tax deposit funds received from you
by us will remain a deposit liability of us to you and will not be trust funds until we deposit the same to the credit of
the appropriate governmental agency on the tax due date or otherwise makes such funds available to the
governmental agency. Funds held by us for you will not bear interest and may be invested by us solely for our own
benefit, but any such investment shall be at our risk. You will be entitled to recover any funds held by us prior to
the time such funds are credited or otherwise made available to the governmental agency upon written notice to us
given in time for us to act thereon.
58. Third Party Depository Services
Our Third Party Depository Service provides a delivery channel for you to make cash or check deposits at
branches or processing centers of a third party with whom we have a contractual arrangemenL This service
enables y0ur out..of market-or out-of-state locations that are not in close proximity to a BOW branch to make
deposits. You must use specified deposit documents for the Service. The Service does not include check cashing
at the third party locations. Deposits submitted prior to the estabfished cutoff hour will be posted to your BOW
account our next banking day.
(a) Your responsibilities
You agree to make any such deposits under the Service in accordance with the form. format, and instructions
provided to you, and that any failure to follow these instructions may result in a delay in the posting of your deposit.
(b) Deposit Discrepancies
Any deposit discrepancy, such as an adjustment or a returned check, will be reported to us by the third party and
will be debited or credited to your account in the usual manner.
.:mt.
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Cash Management Terms and Conditions
(c) Notifications
You agree to contact us regarding any questions or other issues that may artse under the Service. Any notice to
the third party regarding the Service does not constitute notice to BOW.
59. Z.ero Balance Accountina Services
If your company disburses funds from multiple accounts or maintains a number of different depository accounts, the Zero
Balance A=unting Service may assist you. Under this Service you designate a primary demand deposit account,
called the ·concentration Account," and secondary accounts, called "Tier Account(s)". You authorize us to transfer funds
between the Concentration Account and Tier Accounts in order to bring the respective balance of the Tier Account(s) to
(1) the target balance or (2) the balance that you have selected as of the close of each Banking Day. Any debits to the
Tier Accounts that reduce the balance in the Tier Account to a sum less than the target balance will be funded
automatically from the Concentration Account. You may draw checks (or arrange for other debits) against the
Concentration and/or Tier Accounts. We will pay those checks up to the collected and available balance on deposit in
the Tier and/or Concentration Account You agree that we are not acting as a fiduciary with respect to funds in either the
Concentration Account or in any Tier Account If any Concentration Account or Tier Account is under different
ownership, all owners must join in the Terms and Conditions and each accepts any financial liability for co-mingling
and/or for the movement of funds between Concentration and Tier Accounts.
,!f!,,,
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Cash Management Terms and Conditions
GLOSSARY
Account Agreement means your signature card, the Deposit Account Disclosure for Business Accounts (Disclosure
Statement and Agreement), and the current Schedule of Fees and Charges for Business Deposit Accounts.
Access shall include {i) retrieval and/or storage or processing of you Data on the Bank System, (ii) retrieval or receipt of
you Data by the Bank System, ana (iii) physical access to the components of the Bank System.
AC:H shall mean the automated clearinghouse.
ACH Operator means either the Federal Reserve ACH Operator or f:he EPN (Electronic Payments Network) private ACH
Operator.
ACH Requirements means the Unifoml Commercial Code, applicable state and federal laws and regulations, including,
without limitation, the Electronic funds Transfer Act and Federal Reserve Regulation E, all appHcable Federal Reserve
Bank operating circulars, including without limitation Operating Circular No. 4, applicable Federal Reserve Bank
procedures, and the Internal Revenue Code and Internal Revenue Service regulations (with respect to federal tax
paymehts made through the ACH system) and including the ACH Rules_
ACH Rules means the current rules, regulations, operating procedures and guidelines of NACHA.
ANSI X9.37 Standards refers to the Accredited Standards Committee X9 standards and technical guide Specifications
for Electronic Exchange of Check and lmage Data.
Banking Day means Monday through Friday, excluding weekends and Federal holidays, even if we are open for
business.
Beneficiary means the person to be paid on a Payment Order by the beneficiary's bank.
Business Day means a day on which a person is open for transaction of general business.
Cashier's Checks means checks drawn by the Bank on itself.
Check Image means an electronic Image of an original check (including a substitute check) and the a=rnpanying
MICR data information created by you in connection with the Service.
Check 21 means the Check Clearing for the 21st Century Act (12 U.S.C. 5001-5018) as it may be amended from time to
time.
Equipment means equipment hardware, software, including, without limitation, PCs, modems, phone lines, hardware,
and any att;;ichments necessary to perform the requested Service.
Erroneous Transmission means a facsimile transmission sent to you that, on its face, is not intended for you or a data
transmission received by you that was corrupted during transmission resulting in incomplete or missing data as
determined by a mismatch between the record count which is available following the end of the transmission.
Expedited Funds Availability Act (EFA Act-12 U.S.C. 4001-4010) requires banks to disclose their funds availability
policies and requires standardization of hold policies. The act is implemented through Regulation CC as it may change
from time to time_
Funding Account means the account you have designated for funding withdrawals from the Controlled Disbursement
Account.
ICL File means an Image Cash Letter File, an electronic transmission of check images and MICR line data sent to the
Bank.
Issue Information means the information you provide to us regarding Items issued on your deposit account. Depending
on the Service, Issue information may include (i) payee name(s) on the Item; (ii) Item serial number; (iii) dollar amount of
the Item; and (iv) the Item issuance date.
MICR data means Magnetic Ink Character Recognition information in compliance with various ANSI X9 standards
covering MICR placement, quality and image replacement documents
NACHA means the National Automated Clearinghouse Association.
Original Check means the paper check that you scan to create a check image.
Payment Orders has the same definition as given in Division 11 of California's Commercial Code, "an instruction of a
sender to a receiving bank, transmitted orally, electronically, or in writing, to pay, or to cause another bank to pay, a fixed
or determinable amount of money to a beneficiary if all of the following apply: (a) The instruction does not state a
:ml
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Cash Management Terms and Conditions
condition to payment to the beneficiary other than time of payment; (b) The receiving bank is to be reimbursed by
debiting an account of, or o!herwise receiving payment from, the sender: (c) The instruction is transmitted by the sender
directly to the receiving bank or to an agent, funds transfer system, or communication system for transmittal to the
receiving bank.•
Regulation CC means Federal Reserve Board Regulation CC: Avallability of Funds and Collection of Checks, 12 C.F.R.
Part 229, as It may be amended from time to time.
Reported Item List This tenn applies wlth respect to a Positive Pay Service and means a transmission from us which
includes either. (i) all Items which have been presented but which do not 'match" your issue infonnation by serial
number, payee name, and/or dollar amount of paper checks or drafts issued; or (ii) a 'nil" report if all presented Items
match the serial numbers, payee name, and dollar amount on your issue information or if no paper checks or drafts were
presented for payment.
Servi~r's Banking Day shall refer to any day a servicer's principal office is open to perfonTl services.
Services means any cash management service which you obtain through us.
Services Account Disclosure means the disclosure provided to those customers that use the Controlled Disbursement
Service through a servicer.
Software means the executable code veraion of a computer software product that is supplied to or licensed to you by or
through us in connection with any Service (and shall include without limitation, all software supplled as part of any
update, enhancement, patch, bug fix, maintenance release, customization, upgrade, or modification of that software).
Substitute Check or IRD (Image Replacement Document) means a copy of an original check, created from a check
image, which is similar in size to an origrnal check with a slightly reduced image of the frontand back of the original
check. Substitute checks should meet ANSI X9. 90 standards. The tef111 substitute check shall have the meaning set
forth in Check 21 and Regulation CC, as it may be amended from time to time.
User Materials means any set up forms, user manuals, reference cards or other product description materials, includrng
online messages.
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Exhibit J-lnsurance Requirements
,_
3-131
Exhibit J
Agreement For Banking Services (Umbrella Agreement)
Insurance Requirements
1. In accordance with Section 13 of the Umbrella Agreement, Bank shall at all times during
the term of this Umbrella Agreement carry, maintain and keep in full force and effect the
following insurance, or equivalent insurance, acceptable to City's Risk Manager.
a. Commercial General Liability/Umbrella-Commercial General Liability
Insurance with a policy limit of at least $1 million dollars ($1,000,000), per occurrence, and $10
million ($10,000,000) aggregate.
Umbrella Liability Insurance-(if necessary to meet requirements) shall apply to
bodily injury/property damage, personal injury/advertising injury, at a minimum, and shall
include a "drop down" provision providing primary coverage above a maximum twenty five
thousand dollars ($25,000.00) self-insured retention for liability not covered by primary policies
but covered by the umbrella policy. Coverage shall be following form to any underlying
coverage. Coverage shall be provided on a "pay on behalf basis, with defense costs payable in
addition to policy limits. There shall be no cross liability exclusion. Commercial General
Liability and Umbrella Liability Policies shall have concurrent starting and ending dates.
b. Business Auto/Umbrella Liability Insurance-primary coverage shall be written
on ISO Business Auto Coverage form CA 00 01 06 92 including symbol 1 (Any Auto) Limits
shall be no less than $1 million ($1,000,000), per accident and no aggregate. Starting and ending
dates shall be concurrent. If Bank owns no autos, a non~owned auto endorsement to the General
Liability policy described above is acceptable.
c. Workers Compensation-shall be written on a policy form providing worker's
compensation statutory benefits as required by law.
Employer's Liability-limits shall be no less than $1 million ($1,000,000) per
accident or disease. Employer's liability coverage shall be scheduled under any umbrella policy
described above. Unless otherwise agreed, this policy shall be endorsed to waive any right of
subrogation as respect to the City and its employees or agents.
d. Professional Liability or Errors and Omissions Insurance-Coverage shall
insure against all liability arising out of professional liability, errors and/or omissions or
equivalent coverage of Bank and any of B·ank's officers or employees arising out of or in the
performance of this Umbrella agreement. The policy limit shall be no less than $ 5 million,
($5,000,000) per claim. If a "claims made" policy is provided, such policy shall be maintained
from the date of the performance of Services until 3 years after the date of the work or services
are accepted as completed. Coverage for the post-completion period may be provided by renewal
or replacement of the policy for each of the three years or by a three-year extended reporting
period endorsement which reinstates all limits for the extended reporting period. If any such
policy and/or policies have a retroactive date, that date shall be no later than the date of the first
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1684554-1 3-132
performance of work or services on behalf of City. Renewal or replacement policies shall not
allow for any advancement of such retroactive date. Each such policy or policies shall include a
standard "notice of circumstances" provision.
e. Commercial Crime Coverage-with m1mmum limits of at least five million
dollars ($5,000,000) per occurrence and ten million ($10,000,000) aggregate, or a Fidelity Bond
providing equivalent coverage, covering loss or damage to money, securities, or other property
of City caused by or resulted from theft, robbery, burglary, forgery, embezzlement, computer and
funds transfer fraud, depositors forgery or alteration, or other dishonest or fraudulent acts or
omissions committed or caused by Bank or any of Bank's officers or employees.
2. This Exhibit supersedes all other sections and provisions of the Umbrella Agreement to
the extent that any other section or provision conflicts with or impairs the provisions of this
Exhibit.
3. Nothing contained in this Section shall be construed as affecting or altering the legal
status of the parties to the Umbrella Agreement. The insurance requirements set forth in this
Exhibit are intended to be separate and distinct from any other provision in the Umbrella
Agreement and shall be interpreted as such.
4. All insurance coverage and limits provided pursuant to the Umbrella Agreement and this
Exhibit shall apply to the full extent of the policies involved, available or applicable. Nothing
contained in this Exhibit or the Umbrella Agreement or any other agreement relating to City or
its operations limits the application of such insurance coverage.
5. Requirements of specific coverage features or limits contained in this Exhibit are not
intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given coverage feature is for
purposes of clarification only and is not intended by any party to be all inclusive, or to the
exclusion of other coverage, or a waiver of any type.
6. For purposes of insurance coverage only, the Umbrella Agreement will be deemed to
have been executed immediately upon any party hereto taking any steps that can be deemed to be
in furtherance of or towards, performance of the Umbrella Agreement.
7. The insurance provided by Bank shall be primary to any coverage available to City, and
shall contain provisions for waiver of subrogation. Bank hereby waives all rights of subrogation
against City.
8. All general or auto liability insurance coverage policies provided pursuant to this Exhibit,
or any other agreements pertaining to the performance of the Umbrella agreement, shall not
prohibit Bank, or any of Bank's officers or employees, from waiving the right of subrogation
against City prior to a loss. Bank hereby waives all rights of subrogation against City.
9. Unless otherwise approved by City, Bank's insurance shall be written by insurers
authorized to do business in the State of California and with a minimum "Best's" Insurance
Guide rating of A+ VII. Self-insurance will not be considered to comply with these insurance
specifications.
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1684554-l 3-133
10. In the event any policy of insurance required under this Exhibit does not comply with
these requirements or is cancelled and not replaced, City has the right but not the duty to obtain
the insurance it deems necessary and any premium paid by the City will be promptly reimbursed
by Bank.
11. Bank shall provide evidence of the insurance required herein, satisfactory to City,
consisting of certificate(s) of insurance evidencing all of the coverages required and an
additional insured endorsement to Bank's general liability and umbrella liability policies, (if any)
using ISO form CG 20 10 11 85 or equivalent form, as determined by Risk Management staff.
Bank shall also provide a waiver of subrogation endorsement to Bank's worker's compensation
for each insurance policy applicable to the City. Bank will provide City with 30 days prior
written notice of any cancellation of coverage.
12. Bank shall provide proof that policies of insurance required herein expiring during the
term of this Exhibit and the Umbrella Agreement have been renewed or replaced with other
policies providing at least the same coverage. Such proof will be furnished at least two weeks
prior to expiration of the coverages.
13. Bank's insurance presented in compliance with these specifications shall not include self-
insured retentions or deductibles unless declared to City and approved by the Risk Manager of
City. City may require evidence of financial security if deductibles or self-insured are part of
Bank's liability program.
14. If Bank does not keep the policies and coverage in effect as required by this Exhibit and
the Umbrella Agreement, or other equivalent insurance acceptable to City, City may immediately
terminate the Umbrella agreement.
15. Any actual or alleged failure on the part of the City or any other additional insured under
these requirements to obtain proof of insurance required under this Umbrella Agreement or to
inform Bank of noncompliance with any insurance requirements in no way waives any right or
remedy of City or any additional insured, in this or any other regard.
16. Bank shall require all subcontractors or other parties hired or retained to perform any
Services under this Umbrella Agreement to provide general liability insurance naming as
additional insureds all parties to this Umbrella Agreement. Bank shall obtain certificates
evidencing such coverage and make reasonable efforts to ensure that such coverage is provided
as required here. Bank shall require that no contract used by any subcontractor or contracts Bank
enters into on behalf of City, will reserve the right to charge back to the City the cost of
insurance required by this agreement. Upon City's request, Bank shall provide City with copies
of any and all agreements entered into by Bank with any subcontractors or others with whom
Bank contracts with on behalf of City to perform any Service, for City's review. Failure of City
to request copies of any such agreement will not impose any liability on City, or its officers,
officials or employees.
17. If Bank is a Limited Liability Company, general liability coverage shall be amended so
that the Limited Liability Company and its Managers, Affiliates, employees, agents, and other
persons necessary or incidental to its operations are insureds.
-3-
1684554-1 3-134
18. Bank shall provide immediate notice to City of any claim or loss against Bank that
includes City as a defendant. City assumes no obligation or liability by such notice, but has the
right (but not the duty) to monitor the handling of any such claim or claims if they are likely to
involve City.
19. Any insurance provided pursuant to the requirements set forth in this Exhibit shall not be
limited to coverage for the vicarious liability or supervisory role of any additional insured. All
insurance coverage and limits provided are intended to apply to the full extent of the policies.
Nothing contained in this Exhibit or the Umbrella Agreement limits the application of such
insurance coverage.
-4-
1684554-1 3-135
Exhibit K-Deposit Account Disclosure for Business Accounts
3-136
ExJiiblf ...... : ··~=· -..
K
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11102113 (00127307.pdf)
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Deposit
CCOlJDt
Disclos ~
For Business Accounts
Effective June 1, 2008
Page 1of2
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3-137
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Table of Contents Preventing Fraud and Other Losses .................................................... 15
General lnfonnation About Deposit Accounts .................................. i Bank Monitoring of ATM/Debit Card Transactions',
Duty lo Cooperate ............................................................................... 16
Defini!lons ................. --.......................................................................... i Agents; Powers of Attorney [Sole Proprietorships Only) .................... 16
Balances and Cut-off1imes .................................................................. 3 lnstruc1ions by Facsimile, Email orWrcernail.. ................... _ ............... 17
Addi!iona!-Cut-offTirnes ....................................................................... 3 Authorized Debits ................................................................................ 17
When You Open Your AcCOl.lnL ............................................................ 4
Deposiis ................................................................................................. 4
Remotely Crea1ed Checks ......... : ............. -............................................. 5
Au1omaled Clearing House Transactions ................................... ·-·· ....... 5
-:{ Changes in Terms and Corditions ....................................................... 17
i Confiicting Demands ................................................................. : ......... 17
~
11/ Investigative Freeze .................................................................... :._ ...... 17
Enforcement ........................................................................................ 18
Cashing Items ....................................................... ,. ............................... 5 Pass-Through Insurance Disdosure ................................................... 18
Postdated and Void-Dated Checks ........ , ............... _ .............................. 6 Governing Law .................................................................................... 19
Stale-Dated Checks .................................. _ .. _ ........................................ 6 Limitation of Liabliity ............................................................................ i9
Checks Drawn on Fore1gn Banks .......................................................... 6
8idorsements o_r Notations on lie ms .................................................... 6
Our Relationship ................................................................................ .,. 19
Reservatlon of Righis ......................................................................... 19
Change in Signers .......................................... ----·---···-"-·-··"···· .. ------: ..... 7 Severability .......................................................................................... 19
Change of Address ........................ -.-------·· ............................................. 7 FundsAvailabilil)J ...................................................... : .......................... 20
"Mochanfz.ed" and Facsimile Check Signatures .................................... 8 Holds on Other Funds (Check Cashing) .............................................. 20
Signature Requirements ........................................................ ,. .............. 8 Holds on Other Funds (Other Account) ............................................... 20
Returned Deposited ltems ........................................ -····-··--····-···---······ .. 8 Longer Delays May Apply .................................................................... 20
Funds Transfers .............................................. ·---·-······· .. ·· ..................... 8 Special Rules for New Accounts .......................................................... 21
Overdrawn Acrounts/Non-Sufficlent Funds ........................................... 9 Checking, Money Market and Savings Accounts ........................... 21
Advance Notffication of!tem Being Returned ...................................... 10 Ownership Reslricilais Applicable
Death or lncapacif:y .............................................................................. 1 D to lnteresl-Bearing Checking Accoun1s ............................................... 21
Dormant Accounts and Escheat .................................................... ······ 10 ln1erest. ................................................................................................ 22
Statements and Your Responsibility to Review ................................... 11 Right to Advance Notice of Widthdrawal ............................................. 22
Check Safekeeping ............................................................................. 12 Review of Drawer Signatures ........ ,. ______ .·-........................................... '22.
Return of Paid Items .................................................................... ------·-12 Savings Overdraft Protecfion ................................ ··--·· ......................... 23
Notices ................................................................................................. l3 Money Market and Savings Transaction Limitalions ............... --··-·-··-·· 23
Velification ofDeposiL. ........... ~---------···-.............................................. 13 Sub-Accounts ....................................... ______ ... , .................................... 24
Check Printing ..................................................................................... 13 Withdrawals .......................................... , .............................................. 24
Interest Rates ...................................................................................... 13 Order of Paying Checks and other lterns ............ : ............................... 24
aosure of the Account ......................................... _____ : ........................ 13 Stop Payment.. ................................................... : ................................ 24
Reporting of Account Closure .............................................................. 13 Transfer of ownership ......................................................................... 25
Legal Processes .................................................................................. 14 Certificates of-Deposits ............ ,. ... : ...... :,..~ ...... , ........ -...................... 26
Right of Set-off and Security Interest. .................................... __ ........... 14 Deposi!s ............................................................................................... 26
Pledges and Securily Interests in Favor of others .............................. 15 lnteresL. ............................................................... -----·-·······--····--····-··· 26
Collection Action~ ................................................................................ 15
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3-138
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Maturity ..................... ·········-·-················-............................................. 26
Wrthdrawals; Early \llfrthdrawal Penalties ............................................ 27
IRS Reporting .................................................................................... 27
Interest Reporting ................................................................................ 27
Backup. Withholding ............................................................................. 27
Nonce to Canadian Non-ResidentAJiens ............................................ 28
Reporting or Record Keeping Requirements ....................................... 28
ATM and Debit Caro Services .......................................................... 29
Auiomated Telle; Machine (ATM) Access ............................................ 29
Shared ATM Networks Account Access ............................................... 29
Point--0f-Sale (POS) Transaction Account Access .............................. 30
D~bit Card Ai;collnt Access .............................................................. 3()
T.ransactions ..................................... ., ................................................. 30
Umitation5 ........................................................................................... 30
Foreign Transactions ........................................................................... 31
YoJ.Jr Liability for Use of Debit Card ...................................................... 31
MasterCard Business Debit Card Zero Liabmiy Policy ........................ 32
ATM/Debit Card Security Measures; Right to lerrninate ·-............ 32
Losi and Stolen Cards ............................. : ........................................... 33
Errors or Questions Concerning Your Card Transactions ................... 33
Changes io this Business Debi! Card Agreement .............................. 33
Termination of this Business Debit Card Agreement .......................... 33
Analyzed Business Checking .................................................. _, ..... 34
Balance Terrns ............. '. ....................................................................... 34
Interest on Overdraw and Uncollected Funds Used ........................... 35
AH Interest-Bearing Acco1mts .......................................................... S5
Telephone Banking Center ................................................................... 35
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11102/13 (00127307.pdf} Page 3 of 3
Welcome lo Bank of the West• and thank you for opening an account
This Deposit Account DiscloStJre for Business Accounts, together wi!h
your current signatJre card, the current rate sheet, and Sr:hooule of Fees
and Charges for Business Accounts, as !hose docurnenis are.amended
from time lo time, and any schedules and addenda to those documents
(collectively, the "Agreement'), form 1he agreement between 'f.OU and
Bank llf the West as to your checking, money market, savings, certificate
of deposa and retirement accounts.
Throughout this booklet, the words "you," 'your' and 'yours' refer 1o the
account hokier. 'We,' ''us,' 'oul" and "the Bank" refer to Bank of tl1e West
Except where lt is clearly inappropriate, words and phrases used in this
Agreement should be interpreted so tile singular includes the plural and
the plural iocludes the singular.
For addltional information, including charges on services other than those
listed In our Sr;fwdu/e of Fees and Charges, please contact a Bank of the
West represe~tative.
General Information About
Deposit Accounts
Definitions
Account. The term "account" means any sa\~llgs, money market
transaciiorial (checking), and certificale oi deposit that you have with us.
Agent The term 'agent" shall mean any person who you authorize to
act on your behalf. We may continue to rely on il1e actions oi an agent
until such time as the accounlowner who authorized the agent dies and
we receive notice of death or such account owne-r notifies us, in writing,
to end i:he agency and after we have had a reasonable opportunity lo act
on the notice.
ATM Card. The Anvl Card issued by the Bank and Which may be used ai
automated teller machines that display any of the logos on the Gard.
Automated Clearing House (ACH). The ACH is a nationwide electronic
fund transfer system which permits participating depositary financial
institutions lo dear payments electronically. .!\CH transactions are
governed by clearing house operating rules. Using the ACH, ariginafing
financial institutions may cause payments, such as payroll, Social Securtty
or other g<ivernment benefils, to be debited from one account party and
paid into the deposit account of a beneficiary. Similarly, oliginating financial
ins!itutions may cause direc:l payments, such as mortgages, Joans, lllilify
bills, or insurance premiums lo be debited from a d1lbtor's deposit account
and paid into the depostt account of the creditor.
Business Day. Our business days are Monday through Friday. Federal
hofidays are not included.
Gard. As used in this ~reernent. ··cam;· means a Bank of !he West
Business ATM Card or Business Debit C~rd.
Check Safekeeping. With our Check Safekeeping service, we keep
copies of your deposit slips and cam:elerl checks on microfilm lor seven
(T) ysars rather tnan relurn the oliginals to you in your siaiemerrt..
'In Soulh Dalm!a, Bankoifue West operates undet tl"e na1T1€ of Ban~ofthe Wes\CaHfumla.'
1
3-139
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Deblt Card. The Card issued by the Bank, which may be u:sed at
automated teller machines, merchant point-of-sale terminals, and self·
service point-of-sale terminals that display any of !he logos on the Card.
Direct Deposits. Electronic deposlls of periodic payments !hat are made
into your checking account through !he Automated Clearing House (ACH).
Wire transfern, deposits you make, and transfers you make between your
deposit accounts with us are not considered cflrect deposits,
ln-stora Transaclions. Transactions conducted at a mini-branch within a
store location (e.g. grocery store, department store).
Item, An item' means any paper check or draft whether presented in
paper form or elecirOn ic form. If JndicalBd in 1he context, it may include
an ACH debit or credit, or any fonn of electronic presentment.
Linked Accounts. Deposit accounts that we link, with your consent lo
the A TM Card or Deb~ Card so the accounts can be acceSo."'ed via the
Card at eler.:tronic terminals.
Occurrence (For pt1rposes of Overdrafts and Returned Items}.
Except as otherwise specified in your Schedule of Fees and Charges, an
Occurrence is each day in which your account does not have slJfiiclent
available funds lD cover any one or all ~f lhe items presented for paymenl
For example, if you have three (3) items presented for payment in a
single day and there are insufficient funds 1D cover any or all of the tllree
items, that is considered to be one (1) •occurrence.' However, you wil
be charged for each of the three Items. Occurrences are based on !ha
number of Overdraft and Returned Item Occurrences in 1he preceding
twelve (12)-month period, The preceding twelve (12)-rronlh period is
deRned as the current month plus the previous twelve (12) full months. ln
this secfion, an item includes, in adtlltion to paper checks and drafts, any
ACH or ATM/Debit Card transaction presented.
Overdraft. An Overdraft results from the Bank's payment of checks,
drafts, Debit Carri transactions and any other items despite the lack of
a1tailable funds. The Bank may assess ah overdraft Fee for this service.
Bank fees may create an overdraft on your account, however, this will not
create an additional fee.
Poln!·of-Sale (POS). A purchase transaction conducted at any merchant
or self-service lellll lnal where 1he Debit Card is accepted.
Remotety Created Check.. A C/leck that is not created by 1he paying bank
and bears a legend on the drawer's signature line, such as "Authorized by
Drawer' or 'No Signatwre Required' or words lD tha\ eifect.
Returned Item • .A check, draft or other item !hat Is presented against
yovr account for paymenl but the Banl\ dishonors or rejecis 11le !tern
for payment due to the lack of sufficient available funds. The Bank rnay
assess a Returned Item fee for this service.
Right of Set-off. A set-off is tfie Bank's deb!1ing of any depositaccoun~s)
you hold with the Bank (assets we oVle you) to [lay a debt }'OU owe the
Bank. '
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11102/13 (00127307.pdf) Page 4 of 22
.... •.','," .
Substitute Check. To make check processing faster, federal law {Check
21) peimits banks to replace origi11al ched<s with "substitule che;:ks."
These checks are similar in size to original cliecks with a slightly reduced
image of the ifont and back of the original check. The front of a substitute
check s1aies: "This is a legal copy of yot.tr check. You can use it the same
way you would use the original check.' You may use a subsiitule check as
proof of payment just uke the original checi<. Some or all of the checks that
you receive back from us may be substitute checks.
Terminal. An automated teller machine, self-servlC!! terminal, or attended
point-of-sale Ill tminat used interchangeably wilh either the phrase
automated teller machine (ATM) or point-of-sale (POS) ienninal.
Tiered Rate Accounts. A "Tiered Rate Accouot is an a=un1 that may
have two or more interest rates, determined by specified balance levels,
Balances and Cut-off Times
Balances shown on statements, receiµIB, and records may not reflect
transactions and charges made but not yet posled. Most transactions
made before each branch's cut-off time wRI be posted ori the business day
they are presented. Cul-olf times may vary by branch and by state. Too
earliest w!-clf ~me In any Bank of 1he WeSi. branch is 2 p.m. (local Ume).
The cut-off time may be as laie as the branch closing time. Check wilh the
branch for any exceptions. Additionally, ln branches where the cut-off time
is earlier titan the branch dosing 1ime, your receipt will show the date of
our nexi business day for transactions you make after the tiranch cut-off
time. For example, if you conduc:l a transaction on Friday, but after the
branch's clft.olf time, your receipt wiH reflect the next business day for the
transaction (e.g. the following Monday).
Cut-off times that are standard in all states are as follows:
ATM Transactions'.
All States: As posied but not earlier than 4 p.in. (Pacific llrre) Monday
-Friday
e'TuneBanker~ Online Service:
AJI States: 7 p,m. (Padfic Time) Monday-Friday
Additional Cut-off Times
My know1edge, notice, or stop payrrent ort!er receiVed by the Bank, or
any legal process served upon the Bank comes too lale to affect our right
or duty lo pay an itern or charge your account for the Item if the knowledge,
notice, stop payment order, or legal process is received or served on the
later of either 10 am. local time or one·(1) hour afterlhe opening of your
branch of accoont file next b!Jsiness day after the business day on which
we received the iiem. It your branch of account opens after 9 a.rn., !hen,
for purposes of this provision. your bl:anch oi account shall be deemed to
be our Telephone Banking Genier with the.·Stop payrrient cul-off 1irne of 1 O
a .m. (local time of your branch of account). The i;ut-01f ftme far the Bank 1o
exercise rlghtot set-off will be the dose of the next banking dayafterlhe
business day on which we receive ihe item.
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3-140
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When You Open Your Account
Identification Requirements • Poor to opening a business deposit
accourtc, we may require documentation showing proof of existence of
ihe legal entity and identification of managers and arthorized slg ners
of each bl.!Siness entity, including, wilhout limitation, proof of the right
to use a 1iciitlous business name and identification. including a Social
Security Number nr Taxpayer Identification Number, for each signer on
the business deposlt accoui11. We may refuse ID open, and we may close,
any account for which you do not provide us wilh acceptable business and
identifying d.ocurnentaiion and/or Taxpayer ldenfilioalion Numbers for the
business and any mana9e~s) and authoriied signeJS.
.Acc:otmt Opening Verification • We may make any inquiries that we
consider appropriate lo defarmine if we should open and mainrain your
account. This may include ob1aining info1TT1ation from fi~anc:ial institutions
or other lhird parties about your checking, money marke~ or savings
?CCOunts or a credit report on you, any manager or owner, and/or any
aUlhorized signer on the accounl If we decline to open an accoum or
provide any services based on information we recerve, we will provide
you with the name and address of the company thai p-ovlded the
informaiion.
Deposits
We may accept deposiis to your aocouni from any source arid need not
question the authority of the depositor to make !he deposit.
In accepting ~ems for deposit, the Bank acts only as your collection egent
and may refuse to accept any item. If 1he insiltLJtion upon which an item
is drawn does not honor the item or if an Item is lost in transit, the Bani< is
authorized lo reverne the deposit to the account (or debit your account for
checks cashed) and to reverse any related interest without regard to the
timeliness of !he return of the item. The Bank reserves the right io accept
items on a collection basis only. In ihis case, the item will be deposited
to your a=un! when payment of the item is received by fue Bank. Any
checks !hat the Bank ls unable to collect may be returned to you by mail.
M.. our discretion, our fee may be netted from the proceeds of the rolle~ed
item. In addition, iristttutions that pay items oo collec!ior. typically remit lhe
amount of the item less any fee they assess.
All depost1s are subject to verification and coRection. Coin or currency sent
through !he mail is done at your own risk.
In lhe unlikely event that yoor deposit is lost in trans[, you will be asked
to recreate the check portion ol your deposit. When you deposit an item
to your account. the Bank is acting only as yollr collection agent and
reserves the right eittJer not to crecfrt your account, or, if already credited,
to charge your account for any items lost in transit Therefore, you
should maintain adequate records to permit 1denti1ication of the drawer
of any deposited iiem that Is reported lost in the paymem process and to
provide that drawer with adequate information to take whatever action ls
appropriate for cancellation and/or replacement of that lrem to you. You
agree that Bank of lhe West is not responsiole for items lost while not In
our pos..<::assion.
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11/02/13 (00127307.pdf) Page 5 of 22
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Remotely Created Checks
We may, at our sole discretion, accept or rafuse to accept for deposit to
your account remotely created checks. Afl'/ remotely created checks you
seek to deposit rnusl contain your customer's bank account number, your
customer's printed ortypewritien name, and such otherfealures, im:!uding
any size or check processing requirements as we designate from time
10 lime. W"i\11 respect to each remotely created check you deposit, you
represent that your rustomerha5 authorized the creallon of each remotely
creaied check and that you are entitled to enforce each remotely created
check. Af any time, should you depostt or wish to deposit remotely created
checks, we may require that you execute additional agraement(s) and that
you establish a reserve account, pledged ID us, 1hatwould serve as a fund
to ar;cept chargeback:s of remotely created checks. Any reseive account
would be required to be maintained ior the length of the applicable statute
of limitation. We may immediately termlnai.e or limit our acceptance of
remotely created checks ai any time. You agree to indemnify and hold us
harmless against any and all daimG, demands, losses, damages, fiabirli:y,
costs, and e>:penses that we may incur arising directly or indirectly from
your deposit of remotei~· created checks. Your lnoornnHica!ion oblgations
under this provision shall smvlve any terminafion of our account
relaiionshlp with you.
Automated Clearing House Transactions ·
We may accept on your behalf payments to your account which have
been transmitted through ore or more Automated Clearing Houses. Credit
for Automated Clsarlng House (ACH) transactions is provisional un1il we
receive final settlement !or the transaction through a Federal Reserve
Bank. If we do not receive final settlement, you agree that we are enblled
lo a refund o! the amount i;redlled to your acrountfor the transaction, and
the party making payment to you shall not be deemed to have paid you
the amount of the transac!ioo.
We wiY notify you Of the receipt of ACH items through the periodic
statemenis we provide to you. Although we will not provide next day
notice via mail, you may verify ACH transactions by accessing the various
business online services or by contaoohg our Telephone Banking Center.
These transactions are not subject tu ihe Electronic Fund Transfer Act.
Your rights and obligations with respect to ACH transactions. involving
your aocoun! are govemed by the laws of !he state of New York, as well
as the opera~ng rules of the National Clearing liouse Association.
Cashing Items
We may require that you first deposit to your account any item you
have requested be cashed. At our discretion, however, we may parrnit
!he negotiation of items payable tm you .for cash wf.h or wilhout your
endorsement. If any castled item is reW'med to us for any reasoo, we
may charge the returned ~em lo any of your acoounts. .fl.. iee may also be
assessed on your account
5
3-141
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We may require that any cheo\I drawn on your account be presented for
cashing a1 yow-branch of account. W<> may require such iden!fficatlon
from the presenting party as we, In our sole dlsc1<ttlon, deem appropriate.
In add'ruon, an ·payees or olhar persons presenting a check far encashment
who do not have a checking, money marke~ savilgs, or certificate of
deposit account with us may be required to leave a fingerprint on the
check which they desire 1o cash. The inability or refusal iD provide !he
fingerprini by any person preseniing a check for cashing is grounds fur us
\o refuse io cash I.he check. We shall have no liability, including, without
limitltllln, liabUlty for wrongfUI dishonor, for rn.1r refusal to cash a check
under these conditions.
Postdated and Void-Dated Checks
If you write a postdated check, we may pay the check and charge it to
your account even if it is presented far payment pticr to the date wrifien
on it If you put a void date on )'Our check {a date or number of cl<lys alter
whfch the check is not good) we may pay the check and charge ii to your
'account even if it is presented for rayment a!ler the void date. lf you do
not want us 1o pay a po:>tdated or void-dated check, yow must place a stop
payment order oo It and contact us on the daie you want the pos:ldated
check to be paid and release the stop payment on:ler •
Stale-Dated Checks
If a check JOU write is presen1ed to us for payment more than six (6)
months after the date on the check, we may, at our sole discretion, still
pay the check.A stale-dated check is a negotiable item. tfyou do not wish
stale-dated checks to be paid by us, ~'OU should place and maintain a stop
payment order on the check See "Stop Payment."
Checks Drawn on Foreign Banks
We may refuse to -accept checks for deposit or oolleciion If they are
payable in a foreign curreflC)'. lfwe accept any check for deposit, we may
assume that any chert drawn on an institution outside the United States
of America Is payable in the Cllrrency of the 1;,uuntJy where the institulion
is lacated. If we accept a foreign check, you assume aU risk Df loss
associated wlih currency value fluctuations and late reiums. We may use
our current buying or selling rate, as applicable, when processing foreign
currency items and may recoyer from your acrount any loss Incurred in
connection with our processing crf such Items.
Endorsements or Notations on ftems
All items presented for deposit should be properly endorsed. If not
endorsed, the Bank Is authorized to endorse them for yGu or collect
them for you without your endorsernenL There may be, however, some
Instances in which the Bank may require your endorsement before
accepting an it.em for deposit or encashment.
We may accept or pa-1 r.ems bearing reslriciiYe endorsements or ather
nolations, whether on the front or the back of the item. You agree that
such reslrlctlve endorsements and other no1alions shall have no effect an
6
11102113 (00127307.pdf) Page 6 of22
us. You agree to indemnify, defend, and hold us harmless from any and all
costs, actions, damages, claims, and demands related to or arising out of
our acceptance -or payment of such Items.
We reserve the right to refuse 1D cash or accept items bearing qualified
endorsernerrts (e.g. without recourae' or 'no protesf'). If we agree to
acce?t such items, \'OU agree that such qualffied endDIBernent.s shall have
no eiiect on us.
We reserve the light lo refuse lo cash or accept for deposit items which
bear more than one ( 1) endorsement or1he endmsements of payees who
are unknown to us. If you wish to deposit or cash an item that has been
previously endorsed by a payee who is not known lo us, we reserve the
light to require (1) lhat all endorsers be present before we accept an item,
or (2) that all endorsements be guaran1eed by a financial insfitution.
Change in Signers
The Bank musi be notified of any cilange to 'lhe signers on your account
A~ change will be effective upon 1he Bank's receipt a~d acceptance of
the new signatures at the branch of account.
Change of Address
Notify us of any change of address, telephone number, or if you seek
a cha119e in your services. We may change your address of record If
we receive an address change notice from 1he U.S. Postal Service, or If
we receive information from another pereon in me business of providing
corrected address lnfonnafion that the address in our records no longer
corresponds to your address. Change of address requests may be subject
to verif\caiion. All communications from us to you will be sent to !he last
address shown in our records.
"Mechanized" and Facsimile Check Signatures
If you use a procedure or mechanism lhat causes remotely ~.reated
ohecks or any other 1¥pe of check io be drawn on yout accoUf\t with a
J¥ped sk]nalure, facsimile sl9J1<1ture, notation, mark, or other form of
mechanical symbol (collectively, the 'Mark") ihat is not the signature that
is on the signature card that you signed when you opened your ac::courrt,
you are adopting the Mark as your signature and authorizing the Bank to
pay checks on which the Mark appears or j)Utports to appear. You should
understand, however, that it is easier for someone 1o imitate, duplicate,
or counterfeit a fo1TI1 oi mechanical signature than it is for someone to
lrnilate, duplicate, or coonlerfeit a LJnlque and distinctive signature. For
this reason, by adopting a form of Mark, you are assuming all risk of loss
resulting from Ille unauthoriz.ed use and/or forgery of the Mark, and are
explicitly authorizing 1he Bank to pa)' any and all checks presented against
your account which oootain any mechanica.I signature wli1ch reasonably
resembles the form you have adopted ~~rdless uf:
Whether Ille Mark is actually !hat which you have adopted
• How or by wham the Mark was affixed, and
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Whelherlhe check which bears or purports to bearthe Mark was,
in tac~ authorized by you.
You agree to indermh'-j and hold us and our oorrespondent banks
hannless against any and all losses, damages, claims, liability, costs, and
expenses which we or fney may suffer arising directly or indirectly out
of 1he misuse, unlawful, or unauthorized use of a facsimile signature by
any person, including but net. limited to 1he payment of all checks, drafts,
or other orders bearing, or purporting to bear, your authorized facsimile
signaturE, even if the lacsimile signature was affixed by copying or
otherwise counterteiting the facsimile signature.
Unless you make advanoo arrangements with us, we have no obflgation
lo honor facsimile signatures on your checks or o1her items.
Signature Requirements
If you indicate on your signature card or other account opening doo.Jments
. '!hat more than one (1) slg'lature is required for wittidrawa!, that indication
is for your own internal procedures. It is not binding on us. We may pay out
funds from your account tt the checi<, llem, or oiher withdrawal instruction
is signed by any one of the persons authorized to sign on the account We
have no liability to you if we do this. ·
Returned Deposited Items
If an item you deposit is returned to us for any reason, without regard to
the timeliness oi the return, the amount of the cher..J< and a fee will be
charged to your account
lfwe receive an affidavit or declaration under penalty of perjury oranolher
form Of c:ertification Slating, Bs to any item Dn which We, 8.S depository
bank, make a warranty, that an endorsemeJ\t of an Item deposited to
your account is irnged, unall!horized, or missing, contains an alteration,
or Is oiherwise unaLrt.horized so the! we may have breached a warranty
we make as a depository bank, we may rely on 1he truthtUlness of the
affidavit, dedaration, or car!ffication.
WRhout prior noliceto you, the Bank rese;ves the right in its sole d~soretion
to place a hold on the funds pending an lnvesfigation or to charge back
to your a=unt the amount of any ttem deposited to your account or
cashed for you and which is later returned to us due lo an allegedly forged,
'unaufhorlzed, or mlssln.g endorsement, claim of alteration, encoding error,
unauthorized remotely created check, or other problem which, in our
judgment, justifies reversal of credit We reserve ihe right to deposit the
funds al issue with an appropriate court.
Funds Transfers
The ne>:t four paragraphs specifically relale !he Uniform Commercial Code
provision, Article UCC4A as adopted in the applicable stare. GeneraUy,
these are wire transfers or transfers through an Automated Clearing
House, but other transactions may be covered. Additiona! agreements
may exist between us regarding funds transfers.
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11102113 (00127307.pdf) Page 7 of22
Notice of Receipt ofFunds Transfer
In the event we receive a funds transfer for your a=unt. we
are not responsible for noiifylng you of our rec:aip! of ihe funds
transfer. Jn some cases, typically lbr a funds iransfer transmitted
lhroug h the Federal Reserve Wire Sysiem, we will send you a
notice of receipt of a funds transfer. In other instances, iypicaUy
for a funds transfer transmitted through 1he Autommed Cleating
House network, we will not send you a notice of receipt of a
funds transfer_ ln either case, the funds transfer will be reflected
on your account stalemerrt !or the a\)pucable period. We shall not
be liable for an\' damages, claims., or losses inclL!ding., without
limttatlon, loss of any irJleres!, incurred by you for any failure tln
our part to notify you of reoeipt of a funds transfer.
Funds Transfer's Ref;ance on Identification Numbers
If a funds transfer order designates ihe bene1iciary by both name
and an identifying account nl.!fTlber, we, or any bank receiving !he
1unds transfer order, may pay the funds transfer order based upon
lhe number alone. even if the account number does not belong
to the named beneficial)'. tf a funds iransier order designates an
intermediary bank or a· beneficiar;'s bank by both name and an
irlentifylng number, we, or any bank teceivlng the funds transfer
order, are en1illed to rely on the identifying number alone, e~n it
1he number does not belong to the named bank. ·,
Transmitting and Recording Information About You in the
Funds Transfer Payment Process,
Any iunds transfer [or payment oroer) exetutecl by us ls su'bject
to rules and rogulalions applicable to funds bansfers, inducting
the Federal Bank Secrecy Acl and its regulations. ln Ofder to
comply with all applicable laws and regulations, in execuiing
any funds transfer, we may transmit inlonnaiion regarding you,
such as your name, address, and account number, as part of
ihe payment process. In addition, when we receive any fUrn:ls
transfer or payment order, we may require and record yo1.1r
name and account number and omer information. By sending
or ~eceiving funds transfers through us, you agree that you will
assist us in complyirJg with the applicable laws and regulations
and hold us harmless from any liability in connection with pur
compnance witi1 I.he laws or regulations.
Transfers Received Through the Automateo Clearing Hovse
If the Bank receives a credit entry on your be half orforyouraccount
where the credJt entry was transmitted !ilrough the Aulumated
Clearing House and if the Bank does llOt receive paymeni for the
credit entry from the financial Institution originating the payment,
the credit to your accomt may be reversed.
Overdrawn Accounts/No1J.Sufucient Funds
If your a=unt ls overdrawn for any reason, including:
• The Bank canno!collectthe funds from a deposit you \l.ave made,
or
g
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: :--
Tr.a Bank has intentionally or unintentionally 1J3id Items for which
you do not have the funds, or
There Were JlQn-sufficient funds to cover th€ amount of a service
or other Sank charge,
then each account owner, joinlly and severally, agrees to reimburse
the Bank for the amount of the overdra!t including any returned item or
overdraft fees w·llhout regan:I to fr:e signer on the item(s) that created the
overdraft.
In the event your account does not have sufficient available 1unds to cover
an elec:!ronic transaction conducted in any manner, including the ATM,
or at a mercliant either with or without a PIN, we reserve the right, in
our sole discretion, to pay"or dishonor the electronic transaction. If your
aGCOtmt is overdrawn by reason of an electronic transaction, an overdraft/
returned Item fee may be charged to your accounl Should we ch~e
lo honor your electronic transaction, you will not be advised or warned
that the transaction is C<Jusing your account to become overdrawn and
w~l not have the prior right to cancel the transaction, If your account Is
·overdrawn in connection with a transac~on, that transaction is included as
an "occurrence· fur purposes of determining the overdrafffretumed item
'fee and you must promptiy repaj' us. Payment ior an overdrawn account
is due upon demand by the Bank.
It should also b& understood U1at the Bank is under no obligation to pay
any checks. drafts, electronio or o1her items you have aulhorized which
may overdraw your aceount
Advance Notification of Item Being Returned
lfwe receive ad¥ance notiticalion that any item that you deposited is being
returned by ihe dral>l'SB instiMlon, we reserve the right t.o place a hold
on your account for the amount of those funds. We wii mail you a notice
advising you of this action. Upon our actual receipt of the ilem, It may
be charged lo your account and, unless an overdraft is created, will be
returned to you so you may lake whatever action you deem appropriate.
Death or Incapacity
You agree to notify us immediately, In writing, about lhe death or incapacity
of any acrounl holder or autholized signer on your account We may, at
our sole discretion, lieeze, set-ull, refuse, and/orrm•erse any transaction
(including but not firnited to Federal or retirement benefits toihs deceased)
if any a=unt holder dies or becomes incapacttated. We may also, at our
sole discretion, continue to honor transactions by other authorized signers
and account holders on the account until we receive written notice to the
contra1y.
Dormant Accounts and Escheat
Stlle laws generally require that any checking, money market, savings, or
marured certificate of deposfi be escheated or sent to the stale indicated
in yourlast known address if, afler a certain amount oftime, the OWnef has
not conduct.ad certain types of activity on the account, including:
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increased or decreased the balance ofihe ac;count, or
Corresponded in writiog with the Bank concerning the accol.lfll,
or
Otherwise incf1caied an interest in the account as evidenced by a
memorandum or olher record on file with the Bank.
Nole: Au\omatic transactions like direct depostts or recumng transfers do
not count as aciMly on the accounl
If your account has none of lhe types of activity detailed above (or as
detailed in the applicable state law) for a pertod oflime, your account may
be designated as "dormant." Donnant accounts will not receive bank
siateroonts. Wh1e dormant the checking, money market, or savings
account will continue to be charged appncabfu service charges. Unless
your account has a balance of under $10, we will attempt lo notify you
and adlrise you how to reactivate yollr account. If your account becomes
dorrnan~ any attempted activity may be dishonored. For example, credits
ood debi!S initiated through the Aulomated Clearing House may be
rejected, and checks presented against the acrount may be questioned
and, tfwe beUeve ii appropriate, drshonored.
Dormant a=un\s wHI escheat to the state unless they are re-EJCfivated.
The specific length of time between the last activity or contac\ and
eschealment lo the state varies by sia4.e, but is generally between three
(3) to seven (7) years. The fune period begins whenever you do any of the
activities above orwhen a certificate of deposit matures. For lf..A holders;
this period begins when you reach age 701/2.
Unless your account balance is Jess than $10, we wm attempt to notify you
by sending a letter to your last known addrass before your deposit may
have to be sent to the state. If no response to the letter ·1s rece·1ved from
fhe legal owner of the accoun~ the funds will be sent to the sla1e indicateq
in your last known address. Once this has occurred, you will have to file a
claim for the return of these funds v~th the slate. Further infonnation may
be obtained from the state.
The Bank. may assess an Inactive Account Letter Fee for each
communication sent lo you regarding inac!i\lit)\ dormancy, and escheat.
Statements and Your Responsibility to Review
The Bank.provldes month!ystaternents to all checi<ing account customers.
These statements include all account aciiviiy for the statement period. It
is important that you review each statement up()n receipt and notify us in
wrttingof:
Any error, omission, alleration, unauthorized signature, or otner
irregulari[¥ in checks or statements and
Any loss, theft, or improper or unauthorized use of any register
or instrument evklenclrg funds on . .deposi~ or any banking frnms
relating lo an account • /
Any checks or srararnents that the Bank has mailed or delivered to you,
or holds for you, must be promptly reviewed after you receive them. If
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you do not report unauthorlied tr.msac;l:ions within ihirly (30)
days after the statement is mailed or made availahle, we will not
be Hable for payment of any forged or unauthorized items snown
on the statement. In the event unauthorized or forged transactions are
committed by the same person, the thirty (30) days 'begins on the date
the first statement in which the first unaulhorized iransactio11 appears is
mailed or made availaOle.
Reports of unauthorized transactions or Incorrect activity not Involving
electronic funds transfers must be made in wrlfug ta 1he branch where
your account is held. For claims of check forgery, you may inil!ally
contact your branch of account or call our Telephone Banking Cerder.
However, you may be required to vistt a branch to sign a claim of forgery
in the presence of a Bank employee. You agree to cooperate in our
investigation. We resel\1e the right to invesligate your claims fully, and
we reserve a reasonable leng!h of time for our investigation. Only if we
are satistiad that the transaction was unauthorized and was reported· in a
timely manner will we re-credit your accourrL In this regar<l, we .reserve
lhe right to assert an our legal defenses to your claims..
For eleclronic funds transfers, if you tell us orally, we will require that you
send us your complaint or ques1ion in writing within 1en (10) business
days.
Reminder: Dormant accounts will not receive statements.
Check Safekeeping
~fith our Check Safekeeping service, we keep copies of ycur deposit-
slips and canceled checks on microlilrn or in another eleclronic fonn for
seven (7) year.i rather than return 1he originals to you in your statement
To request copies of checks, contact your branch of accounl When
requesting a copy ot a check, please provide the following lnfonnation,
which is shown on your account statement account name, account
number, check number, dollar amount of the check, and the pos1ing date
of the cheek. In most instances, we will mail the copy to you within two (2)
business days. If you prefer, you may pick up the copy at your branch of
account If you request copies of more than two (2) itr:ms per statement
period, there will be a fee.
Return of Paid Items
With our re1l.Jm of paid items S&f\~ce, we will include your paid checks
with your monthly statement Also, please note that our agreement lo
.provide you with returned items does not prevent us from exchanging
items eJeclronlcal\y with other financial insli!utions, nor does It obflgate
us either to create or to provide you willl substiMe checks or with any
other checks tha have been converted to electronic; lmages and retained
by the payee.
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Notices
Any written notice you give to the Bank is eifed:ive when ii is actually
received by the.Bank and we have had a reasooable opportunity to act on
it Arrf wrltten notice the Bank gives to you is effective when it is deposited
in \he U.S. Mail, postage prepaid, and addressed lo you at your statement
mail'lflg address. ~o~ce to any one \1) account owner is considered notice
to all owneIB of the account.
Verification of Deposit
If you give a written Verfflcation of Deposil lo a third party Iha! requests
us to release your account-related information, we wil assess a fee to ihe
third party lor this service.
Check Printing
On most accounis, there will be a charge for check priniing. The printing
charge will vary according tn the check design, style, and quantity you
select.
Interest Rates
Depending on lhe type of account you choose, inwrest rates are either
variable or fixed at the time the account is opened. Interest rates are
determined periodlcahy by Bank policy, current malkel conditions, and
amount of deposit, except where olherwise nomd. We reserve the righi
to change Interest rates on any interest-beating account at our discretion.
Current interest rates and annual jlBfCentage yields are available by
telephoning or inquiring at any Bank of the West office or our Telephone
Banking Center.
G[osure of the Account
The Bank resef\les the light io close any account at any time, with or
without cause. The Bank will advise you of !his action. If the Bank closes
the accoun~ we will give or mail lo you a cashier's check for !he available
balance remaining in !he acrount, including accrued interest If appftcable,
subject to any agreement concerning matufil¥ or the Bank's right of sei-
off. O~e all funds become avaHable, the balanr.e of the account will be
sent to you. lf you close the accoun~ accrued but unpaid interest will be
forfeited. This includes account closings caused by legal process.
Reporting of Account Closure
If you do not satisfactorily maintain your account or if we close your
account for cause, informatton concerning your account inciuding, without
lirnitatlon, insufficient funds activity, fraud or attempted fraud or criminal
activity, may be reported to consumer reporting agencies. Information
we report usually includes your name, ajdress, Taxpayer ldenuiication
Number or Social Securi!y Number, driver_s:ncense number, and the dale .
.,..·
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and reason '!he ac:rount was closed. The consumer reporting agency
may supply this information to others. An adverse re port 1o a conslJrrer
reporting agency may affect your ability to open another deposit account
at oiher linanclal ins1iilltions.
Legal Processes
lf we are served with any l1;1gal process (subpoena, restraining order, levy,
search warnml writ of attachment or execution, or similar order) whic;h
we befleve to be vaUd and whidl we befieve appfies to your account or
relationship w11h us, even if we ara not a party, we may comply with such
legal process. We may comp!y wtlh any legal process without regard lo
the location sel\led or fha manner of service. The result is ihat we may
acrept legal processes in person, by mail, elecironicaliy, iir by facsimile
transmission at any branch or office, induding locations other lhan the
branch or office at which fUnds, p-operty, or recon:ls are held. This means
!hat, unless e>:pressly prohibited by law. a legal ~cess Issued and
saNed in one state may affect an account held at any of our branches in
any other state.
Unless prohibited ft'{ law, we may charge ~ou a fee ior each legal process.
On subpoenas or olher requests fur information, unless prohibited by law,
ii we are not fully reimbursed for rese.arch and other handling costs by
the part}' wl'P served the proress, we may charge those costs to your
account. You agree to indemnify, defend, and hold us harmless from any
and all actions, claims, fiabiiii:y, losses. cosls, and damages associated
with our compliance with any legal process 1hat we befieve to be valid.
Accoums opened wi1h trust orliducial)' designations, in µartii:;ular, may be
subject to legal processes.
Legal processes must be served before our cut-off hour of 1 O a.m. Pacific
Tll!le to be effectlve against checks posted but not yet paid.
Right of Set-off and Security Interest
We may si.t..off against any of your accounts without prior noiice to you.
The Bank IT!ilY debtt funds hek:I either in an individual or joint account
held with another person or persons. The Bank may debit funds held in
joint accounts for debts for which any one owner is liable. If the Bank
debits funds from a certificate of deposit acc:oun~ the funds withdrawn are
subject to an early wilhdrawal penalty. Jn a!I cases, the Bank will not be
liable lo you tor O!Shanoring items where lhe set-aff resulls in insufficient
funds In your account to pay paper or electronic Items presented against
your acrount. You aglW to hold the Bank harmless frOrn claims arising
from our uf1lizing our right of set-off.
Note: If you are a sole proprietor, the Bank may also debit any of your
persona\ accounts. \f your business is a partnership, the Bank may debit
any personal accoun\ of any general partner.
\n addilion, you grant lhe Barik a security interest in all of your deposit
accounts to secure any obligation you owe lo the Bank.
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Pledges and Security Interests in Favor of Others
You cannot give a security interest or pledge your account to scmeone
else wiihoul ilrst getting the Bank's written cortsent. We are not required
to give consent to a security interest or pedge.
Collection Actions
Negative information reflecting on your credit may be submitted to crecfrt
reporfing agencies if:
We iniliate a collectbn activity against you for indebtedness
arising out of your account relationship, or
You fail to fulfill the is11T1S of your obligations with regard lo your
deposit ac:coun~si with the Bank, or,
!n the Banlt's judgment, you misuse your account.
This may occur wheiher or not the Bank incurs a loss in connection wifu
your accolll1t Further, you shall l:e 6able 1o us tor interest at the legal rate,
for any and all Indebtedness you incur based on YDUT aocount ac!Mty from
the date ihe indebtedness is incurred.
Preventing Fraud and Other Losses
Duty fo Review Statements and Transactions
You have a duty to protect your account against abuse. You must prompfly
examine and reconcile your statement and, n appflcab\e, any items. upon
receipt. If you find that yollr records and ours disagree or if you suspect
that a check or endorsement is altered or forged, cDnlacl us immediately.
Watch for out-af-sequence checks and d1ecks made payable
1o casb or to a bank. Review your transaction activity often for
unexpected fluctuations.
Do not keep your PIN with or written on your ATM or Debit Card.
Do a thorough background check on agenls, bookkeepers,
accountants, or other employees who may be handling any part
of your banking andlor who have access to your confidential
records.
Assign different individuals the respl)llsibility for opening mail,
reconcif1ng bank statements, and issuing checks.
Require that the owner or principal of the busiooss open bBnlC
statements.
Never leave unused checks in !he open or In an easily accessible
location. Unused checks should be kepi under lock and key and
monitored for usage. Do not assume missing checks are not a
. problem. Destroy any checks lhat you do not intend to use. You
agree lo accept fUll responsib1i!y for.any failure to safeguard your
blank chscks. , .i'
• If you fail to property monitor your account or your account
records, we may deny any claim you make for monetary loss due
to forgery. alteration, or unaul!mrtzed checks.
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Cont.mt us immediately lf you discover any irregular'rties.
Nolify us immediately if an employee who l'las been authorized to
iransact business w1th !he Bank leaves your company,
Note: We reserve !he right ID a reasonable lime to act on your
instructions.
See also "Statements and Your Responsibiflty to Review.'
Bank Monitoring ot ATMJDebit Card Transactions;
Duty to Cooperate
Bank of 1he West reserves the rijht to monitor Card transaction actiVity
as a means to deter fraudulerit transactlons_ If unusual transacilon
aciivily is detected, we wm make. every effort to contact you 1o confirm the
authenticity of !he aciMty. You owe us a duty to cooperate witt1 us in our
investigations of adlvlty we believe is unusual and poterrtiaUy iraadulenl
However, if we are unable to contact you, we may, at our discretion, block
your Gard fl an effort to prevent additional fraudulent transactions. In the
event that you conftm:i the transaction activity as legfJmats, we may, at our
discretion. unblock your Carri_
Bank of the West reserves the right to decline transactions at the poin\-o1-
sale (POS) to deter possible fraud.
Our right to monitor does not replace your responsibility to review your
accoui1i activity or change your liability regarding unauthorized activity
totne Bank.
Agents; Powers of Attorney (Sole Proprietorships Only)
If you want to give ano!her person access to your account, please talk to
your brall<'h of account well in advance oi the oote by which you wish to
allow this access. fJ.s a sole proprietor, you may name additional signers to
your account Those signers are your agerns. The Bank makes available
to sole proprietOIS a durable power of attorney form !hat is limiied to a
specific deposit account as ideniified on the power of alt.omey form and
wtiich will remain valid notwithstanding the incapacity of the principal.
lf you name an attorney-in-fad: on a non-Bank tonn, we rnay require that
the form naming the attorney-in-fact be reviewed and appruved.
If you have more than one power at attorney or agency appointment on
file with the Bank. we wil.I honor each one independently unless you !ell us
to do other\o.rise. For example, ff you have named two (2.) different persons
as at10meys-in-fact on separate powers of attorney, we will pennit each to
aci in accordance with the information on the power of attorney on which
they are named.
All agencies and powers of attorney will terminate (a) when the Bank l'las
been given nonce of !he temilnation of 1he agency/power of attorney and
has 8 reasonable oppllrtunityto act on ihe notice; (b) wiill the death of the
principal (granlor of the agencylpower of attorney) and with the Bank's
notice of the death of the principal
We reserve the light to refuse agents or attorneys-in-fact access to certain
16
Page 11 ofo
·.·-.·.··.·,:·-·
banking services which you may have, such as ellmeBanker" Online
Service.
You understand and agree that we have no duty or responslbillty to
rnonitnr 1he acts of your agent or attorney-in-fact or to ensure that your
agent'at!omey-h-fact Is aaing for your bensfit. You agree tha1 WG will not
be liable 1o you tor any loss or damage you ln'cur as a result of actions by
any agen!/attomey-in-fact.
Authotized Debits
If you voluntarily give information abolli your deposit account (such as
our roLllillJ number and your account number) lo a party ("vendor') who
is seeking to sell you goods or services, and you do not physically deliver
a check to the party, lhe vendor may initiate a debit, ei\!ler in the ronn of a
remotsly created check or by ACH, to debit your account and we will deem
the debit to be authorized.
Changes in T£!rms and Conditions
We may amend, add, and delete any provision of the terms and condiHons
detailed in these pages at any time. To the eXlent and in the manner and
timelrarnes required by law, we will notify you in advance of any changes
that affect your righls and obligatiClllS. Yoo indicate that you accept a
change we make by continuing your account relationship wiih us or. i1
the change affects your certifi~e of deposit, by allowing tlle certificate ol
tlepnsii to renew after the cha~ge becomes effective.
Conflicting Demands
In case of conflicting certffications or demands, a dispute about ownershir
of the account, ownership Of any funds in the accOl.lnt, or any accoun·
holder's authority or capacity to aci.on the account, we may refuse to hom1
any request or order oonceming your account or any check drawn on you1
acrounl until we receive (1) jointinstructions regarding the account, or (:Z
a court artier. At our sole discrntion, we may require the signatures of al
I,
.. account holders and/or all authorized signers io comply with a specific
request or for the withdrawal oi funds and/or closing of an account. Ir
such evenl we may also refuse to honor any further iransactions anc
may return checks and other Items. We reserve the right to irrterplead o
deposit with the courts any disputed funds.
Investigative Freeze
As part of our loss prevention progl<jrn. when we suspect that irregu!a1
unauthorized, or unlawful activities foay be involved with your acmunl
we may "freeze" (or place a hold on) the balance in your account (ari<
17
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in other accounts you ma inlain with us) pending an investigation of such
suspected activities. You will be notified of any investigative freeze. Whtie
your account is frozen, all withdrawals from the acccunt are generally
blocked.
Enforcement
You agree to be Rab le to !he Bank for any llabnlty, loss or expanse that the
Bank incurs as a result of any displ.li.e involving your a=unl or se!Vlces.
You authorize the Bank to deduct any such Dability, loss, or expense from
any of your acceunts without prior notice to you.
·.·.·.-:-:··::.·
Determination of Coverage
If, when you ·opened your account with us, you Indicated that the funds In
the accmmtare held by you in a fiducial)' capaciiy for an employee benefit
rlan and our records reftect that fact and, If the records of your employee
penefit plan are maintalned In good faith and in the regular ctiurse of
bLJSiness so that each particlpanfs beneficial interest is ascertainable
from !hose records, !hen !he funds deposited in your account should
qualify for ''paS5-!hmugh' insurance coverage. You may wish to consult
your legal counsel to delermine if your employee benefit ~Ian account is
properly established and lhe records of the employee benefit plan ere
Pass-Through Insurance Disclosure
..; being properly maintained.
Tue Regulations" of !he FDIC provide, in part, that 1A)ny deposl~ of a~
employee benefit plan in an insured depository institution shall be msurea
on a 'pass-through' basis in the amount of up lo" $100,0~ or $250,000,
depending upon ihe type of re~.rement accourit, as described below, ~r
the noncontinoent interest of sach plan participant, provided the rules m
§ 330.5 [~2 CF.R. § 330.6] are satisfied.' '12 C.F.R. § 330.14(a).
To sal\sfy1he recordkeeping requirements referred 1o above, lhe records
of your branch must specifically ciisciose 1hat !he depos11Dr (each
employee benefit plan or lts trustee) holds the funds deposited in a
fiduciary c;;ipacity.
Further the details of 'the fiduciary reraiionship between the plan and
its pa~cipants, and lhe part\cipanfs beneficial Interest ln the deposits,
must be detenninable tram the records crflhe plan or the records of some
person or entity lhat has agreed to maintain reDJrds for the plan. The
rsoords must be maintained in good faith and in the regular oo;rse of
business.
Accounts Eligible for $250,!lOO Coverage
As noted above, certain deposrts are aggregated and insured in the
amount at up to $250,000 per partic1pant. All oiher accounts are '.nsured
in !he amount of up io $100,000. Tne types of acrounts lhat are insured
up ro $250,000 per participant are the followlrig:
11102/13 (00127307.pdf}
Any individual retirement account described in section 408(a)
afthe lniemal Revenue Code of 1986 (26 U.S.C. 408(a));
Any eligibte·deferred compensation plan described in section
457 of the Internal Revenue Code of 1986 (26 U.S.C. 457);
and
., Any individual account plan defined in section 3(34) of ~e
Employee Retirement Income Sec\Jri\y Act (ERlSA) (29 U.S.t..;.
1002)and any plan described in section 401(d) of the Internal
Revenue Code of 1986 (26 U.S.C. 401(d)), to \he extenl fuat
participants and beneficiaries under such plans have lhe right
tn direct ttie investment of assets held in individual accounts
maintained on their behalf by the plans.
18
Page 12 ofGj
)~
Governing Law
Except as otherwise noted, 1hisAgrsa.116ntand accountshall be governed
l:ly the law of the state of the Bank's office in which your account was
opened (or to which it is later transferred).
Limitation of Liability
We shafl noi be ~able for special or consequential damages lo you that
arise under this Agreement or by law with respect to your accoun~ except
as ottlcirwise agreed in writing. Any loss is reduced by your recovery of
iunds or services from any other source.
our Relationship
Uriless we agree otherwise in Wliling, our relationship with you shall be
one of debtor and credttor; no tiducia!y, quasi-fiduciary, or other specla!
relationship exists bei.ween us.
Reservation of Rights
We shall not be deemed 1o have waived any of the provisions containEK!
in this Agreement by having waived the same or similar pmvisions at any
olher time. We reserve the right to close any account at any time without
prior notice and wiitl or without cause. We reserve the Jight to refuse to
open any account snd also Ille right to change or discontinue lhe terms of
any a=unt after opening.
Examples used in ihis Agreement are not intended to be !he only
applications of lhe rule beirg explained. Examples are illustrative and
·not I imiting.
Severability
In the event that any part of this Agreement is held by a court to be invalid
or unenforceable for any reason, lhe other paragraphs and portions of !his
Agreement shall not be invalid or unenJG1-ceable and wm continue in full
force and effect. ,,·
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Funds Availability
Elecironic direct deposits and wire transfers win be availahle on the day
we ieceive lhe deposil Dur policy is to make funds from most of your
o1her deposits available to you on lhe first busness day after the day we
receive your deposit Once they are available, you can withdraw the funds
in cash, andwe wrn use the funds to pay rnecks that you have written.
For determining 1he avanabilily of your delJOsits, every day ls a business
day, except Sab.Jrdays, Sundays, and federal holidays. If your deposit is
received on a bllsiness day and before 1he cut-offilme for that branch (see
cut-off limes fisted under 'Balances and Cukifl Times/, we will consider
that day to be ihe <lay of deposit When a deposit is received on Saturday, i
after the branch. or ATM cll[-off time, or on a day Iha! we are not open,
we will consider that the deposit was made on the next business <lay we
are open. Deposits made at our Night Drops are prucessed once a day.
Please check wili1 your branch to determine the cut-oif time. Any deposit
made bebre the cut-Off time will be processed the same day. Any deposits
made a:fter the cu\-off1ime 1,1.~ll be processed the next business day.
Holds on Other Funds (Check Cashing)
.... :,''.'! ·~ .'. . · .. ~·: :· ...
deP?:'it right away, y01.I stiould ask us when tile funds will be available. In
add ifion, sor:ie or all of ihe funds yoo deposit by check may be delayed for
a longer penod underthe following circurns!ances:
You have overdrawn your account repeatedly in the last six (6)
months. .
• The checks you deposited on this day exceed $5,-000.
• we· believe a check you deposit will not be pald.
You are redepositing a check that has been returned urpaid.
You are depositing to a new account •
' There is an emergency, such as failure of communications or
computer equipment.
We will nolify you if we delay your abllit.yio withdraw funds for any of these
reasons, and We \h.1111 ten yoo when the funds will be available. They v.~11
generally be available no later than the eleventh business day alter the
day of your deposit.
Special Rules for New Accounts
· If you~ a new C1Jsfomer, the following special rules will apply during the
flrst 1turiy {30) days your account is opefl
lfwe cash a check for you !ha1 Is dra.wn on another bank, we may wilhholcl
the avaiiability of a corresponding ammmtoffunds that are already in your
aGOOunt. Those funds will be avaBable at the iime funds frorn the cileck we
c;ished would ha\!e been available if you had deposited it.
Holds on Other Funds (Other Account)
tf we accept for deposit a check that is drawn on another bank, we may
make funds from the deposit available for wlthdrawal immediately but
delay your availability io withdraw a corresponding amount of funds ihat
you have on deposit in another account wilh us. The funds in !he other
account would !hen not be available for withdrawal until the time periods
that are described elsewhere in this Deposit Account D\sciosure For
Business Accounts for the type of check that you depo siled.
Funds .rrom electronic deposits and wire transfers to your account will
_ be available on lhe day we receive the deposit. F\Jnds fn:im deposits of
~ cash! and ihe first $5,000 of a day's lotal deposlt crf cashier's, cerlffied,
: 1eller s, travelers, and Federai, State, and local government checks will
. be avaRable on !he firsi business day after the day of yollr daposit, tt
. the deposfi meats certain conditions. For example, the checks must be
payable to you. 1l1e excess over $5, ODO will be available on lhe ninth
business day aft.er the day of your deposlt It your deposit of these checks
(other than a U.S. Treasury chetk) is not made in person to one of our
L'lrr(.lloyees, the first $5,000 wiB not be available until the second business
day after1he day of your deposit
Longer Delays May Apply
In some cases, we win not make all of the funds that you deposit by check
available ro you on fue first business day after the day of your deposit.
Depending tm the type of check 1hat you deposl~ fUnds may not be
available unt~ the filth business day after the day of your deposit f1owever,
Funds from au other check depositswm be available on the ninth business
day after the day of deposit •
Checking 5 Money Market and
Savings Accounts
lhe first $100 of your &>.,posits will be availabie on the film business day • ·Ownership Restr' cf A I' abl 1 •
after the day of your deposit 1 ions PP IC e to nterest-Bearmg
· . Checking Accounts
lfwe are not going to make all of the funds frum your de posit available on .. . .
the first business da)I; we will notify you at the lime that you make your Fed~ral !aw restricts r;wne:ship of interest-bearing transaction accounts
deposit We will also tell you when the funds will be available. The Bank (Business lnten:t .cracking) to unint:Prp:xa1ed sole proprietorships,
ls under no obligation to pay any items you have m.rthoriZeci against funds non-pn:rrt.. orga11Jzations, \l°Vl'.mrnen~ \flits, and fiduciaries where all
that are no\ yet. available. Such Items will be treated as any other overdraft beneiicianes would be entitled lo maintain an interest-bearing transaclion
or non-rufficient-funds items. If your deposit is not made directly lo one of account If we find that you have an interest-bearing transaction accoun~
our employees, or if we decide 10 iake !his aclion after you have left the and we bel~eve you are not entiifed to one, we reserve lhe right to change
premises, we will mall you the notice. If you will need the funds irom a your deposit account to a non-interesi-beating l:lusiness checking account
type. We will riofify you prior to any change.
20 2i
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·.·.·
lnterest
For aR Interest-earning Checking and mon~y market accounts, interest
is accrued and (;(!]cu1ated on the daily collected anding balance. On
savings accounts, interest is accrued and calculated on the daily ending
balance. This method applies a daily periodic rate to !he principal in the
account each day. Interest rates are dereITTlined by Bank policy, rnarl<et
cooditlons, and daily balance. Interest ·is paid and compounded monthly
for all interest~aming ched<:ing accounis and money market accounts.
Interest is pafd_and compounded dally for savings accounls.
Collected funds balances are used in dete1TTiining interest earned on
interest-bearing checking accounts. Non-cash deposif.s are coosidered
part of the collected funds balance when the Bank recei'les provisional
credit fur the items. Items drawn on otherfimmcial institutions usually take
one (1) \o three (3) business days before the Bank receives pr01lisional
credit for them.
Interest is available for wilhdrawal when it has been credlled to your
account. No interest will be paid on your ac:oountfrom one (1) statement
period to the next ii you close the account within that period. You will not
forfeit inlerest if your account closes because you are trans!errirg it lo
another Bank of the West branch. The Bank may teverse lnterest lhat has
b!len earned on any deposii that is reversed for any reason.
The annual percentage yield quoted fur your account assumes that
interest earned is reinvested in the account monthly, that all funds
remain on ctep0silfor one (1) year from !he date ot deposit, and ttiat the
interest rate does not change. Interest withdrawn will reduce the annual
percentage yield earned.
Interest rates can change as frequently as daily. Rate change notices
will noi be sent; however, the current rate is ava11ab1e by telephoning any
Bank of the West office or our Telephene Banking Cenrer.
For 'tiered rate accounts, interest w61 be paid on the enlire collected
balance at !he interest rate set for the tier into which lhe en1ire end-Of-day
collected balanoo falls.
Right to Advance Notice of Withdrawal
· .... ·,·-·_::z -...
savings Overdraft Protection
(Avai~\e only to sole proprietors) A SOie proprieiorship is the only norr
personal BtJtlty for which savings overdraft protection may be set up; l
1s not a~al.rable for any other type of business entity. Savings overdraft
prmeclion IS available for sole proprieior acoounts only when an indlV!dual
does not qualify fur our BuslnessUnk TM Reserve product or does not wish
lo ~"sh a credit line. This se!Vice is available ff you have a business
: savings a~ount and any business cheddng account. The owner(s) of
1he checking acco1.mt must be the same as the owner(s) of 1he savings
account -
If there are not sufficient funds in your check1ng account 1o cover the
amount of a check presented f<?r payment we will automatically transfer
funds from the avaRable balance in your savings ac:count to your checking
account When each transfer Is initialed, we charge a savings overdraft
protection tranSfer fue. We transfer funds in increments of $SO or up to the
amount of the ovenlraft, including any 1Nerdra1t protection transfer fees,
up to !he avaUable balance.
If your savings account does not have a balance of $50, but there are
sufficient funds to cover lhe overdraft amount and the transler fee then
the entire savings balarle€ will be transferred into !he checking acco~nt W
one or more items are presented and there are not enough funds lo cover
the entire over.:iraft amount and transfer fee, rio transfer will occur.
Each transfer counts 8(; one (1) of the stx (fl) limited transaclions you are
allowed each calertdar rronth from your savings accourrl. Ii during any
(;(!]endar month you have already used 1he six (6) allotted transactions,
!he overdraft tranmer will not occur.
Funds you {]eposit into your savings account may not be available
immedlalely for savingsoveroraft protecfiorL Savings overdraft protection
is not avallable for bRI pay transaclions scheduled on eTrnieBanke~
Online Service.
Money Market and Savings Transaction Limitations
All money market and savirigs acooun!s are l"mited to a total of sfx (6)
. pre-authorized, automa!k;, or telephone translers from the account for
the applicable period (includes eTimeBanker°' onnne transfers to another
On aU money marke~ savirigs aecounts and interest-bearing checking accourrt) and no more than lhree (3) of the slx (6) may be by check, draft,
accounts, the Bank reserves the right to require seven (7) days ad~ance Debit Card, or similar order payable to third parties. The applicable period
notice of a withdrawal. for savlngs accounts is a calendar month (even If your statement cycle is
-'·not a calendru-manlh cycle). The applicable period for a money market
Review of Drawer Signatures
You agree that 1he Bank does not fail to exercise ordinary care in paying
an item solely because our procedures do not provide for sight-re.view,
prov1de for sight-review only for items above a threshold level, or provide
for sght-review on a sample basis, at our discretion. The Bank reserves
the right not to sight-review drawer signatures because we pay items on
an automated basis to reduce costs for all customers.
22
Page 14ofi
account is your statement cycle.
Transfers from savings ai:cOunts through e TimeBankefi' Online Service or
'"lhrough ourTelephone Bankir-Q Centerwm be prevented ifthe limitofsix(6)
transactions for the calendar month has, already been reached. However,
other coumabie transactions, such as i{pre-aulhorized payment from your
savings to a third party, outgoing wire transfer request, etc. that occur
during the sarne calendar month will not be prevented and could cause
you 1xJ exceed the siX {6) transactions. Therefore, you are responSlble for
managing yol.11" account to sl:ay within the six (6) transactions allowed per
calendar month.
23
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-.. ,_ ··.·.·· .. ·.· .. . -.·.·.· .. ,• .. ; .. . :: .... : ... :
If you exceed six (0) lransim; in the appHcable perod, th~ Bank will
notify you and may transfer \he account to another type for wt11ch you are
eligible. Transfers and payme11!s are counted as of the end of the day the
funds are actually withdrawn to detemline whether any transfer threshold
has been exceeded. ·
Sub-Accounts
As part of our internal aCGoun!ing procedures: our ch~cking accounts
consist of two (2) sub-accoun1s: an imeresl-beanng check~rig sub-account
and 2 savings sllb..account From time lo time, balances Wilt be transferred
between the two (2) sub-aa:ounts, as we deem appropriate, subject to all
applicable regulatory restrictions. These sub-accounts ~m occur on our
books only, and will not affect the ln!erest you are paid, Y?Ur aocount
balance, funds a~aUab\fity, fees, Bank statement oc any oth~r features.of
your account. As with all savings accounts, we reserve the nghtto require
seven (7) days advance notire of withdrawal.
Withdrawals
On all money market and savings a=unts, the Bank reserves the rlghtio
require seven (7) days advance notice of a withdrawal.
Withdrawals are permitted only to or as directed by authorized signers or,
for sole proprietorships, their attorneys-in-fact or agents on !he aGCOun.t as
deslg 11ated on your signature card. The Bank ma~ honor aHransactians
authoriz.ed by you, including third-party drafts, point-of-sale 1ransactions,
electronic transfers, and autornated teller machine (ATM) transfers and
wlthdrawals, as previously arranged.
For some accounts, the Bank may require you to surrender any certffirate
or other wrilin9 evidern::in;:J the funds 011 deposit. Fa~ other acco~ts,
wilhcirawals may be made by those authorized without presenting
registers or preprinted checks.
Order of Paying Checks and Other ltems
•.•. ~.··.··.~ -.· -.:: .. -· .. • ...
that confonn EXACTLY to the clescriptions you provided on th<
Stop Pa1rmenl Order Fol'!TL If a"rf of !he information concemin:
the ilem is nol given or incorrect (including the railtlre al you I
give the precise amount of the Item, to the penny), the Bank ma
not be able to honor the Order.
The Bank must receive each Order at a time a'ld in a mannerlhc
allows the Bank a reasonable opportunity lo act on the Order fc
the Order to be honored. Each Order shall not be effec;tJve if lh1
Bank has already: i) accep'led or certffied lhe ttem; 2) paid tl'n
Item in cash; or 3) setlled for the Item wilhout having to revok•
the settleme11t under statute, claaring house rule, or agreement
• Each Order wil terminate at the earliest of ll:Je fotiov.~ng: 1
thirteen (13) months from the date it Is received by ihe Bank
or 2) your closure of lhe account: or 3) in the case of ACH Sto1
Payment Orders, after the ACH item is returned one lime. Unles:
the Stop Payment Order is renewed at !he fee appficab\e at th1
lime, the Item may be paid if it is presen1ed for payment afte
the Order terminates. ff the Order terminated as a result of ym
dosing the accoun~ a new Stop Payment Order must be plaret
a1 the fee applicable at that fime if you later reopen the account.
If !he Bank is able lo and does S\Op payment on the item, thE
payee or other holder of the Item may be able to recover iron
you the amount of the Item ptllS other a?Propriate damages_
• Tue Bank Is auttKlriz.ed to deduct from your account the Bank'1
applicable stop payment lee.
If more than one person is permitted to draw on your account
any of these persons may stop payment on the Item.
You agree to indemnify and hold the Bank harmless from an~
am! alt costs, expenses, suits, and/or judgments lhat the Bani
may either incur or be ~sessed due 1o honoling the Order. YOl
authorize the Bank to debit your a=unt !or any such arnouri
due the Bank. ·
If the Bank re-credits your account after paying the item over t
valid arid timely Order. you agree lo transfer to the Bank all o
your rights against the payee or other holder of 1he ttem, and le
assist lhe Bank in any later action taken against said payee o
other hdder.
We may accept, pay, or charge checks and olher iillms p~senie~ .against ;
your account in any order we select. We may adopt posting p~1onties. We ·
will generally pay items ln the following order, unless olh~rwise req~1red ·
or prohibited by law: amounts due lo us, certain electronic 1ransacl1ons, .
and then checks wlll be paid from highest to lowest dollar amounts. If you .
have insufficient funds in your account to pay all oi the chec~ and. ~ther ;
items pror.essed on any given day, lhis method may r~sul~ 1n addinc:na I · · •
fees. we may change the order of paying checlls and other items against Transfer of Ownersh1 p
your accouni ;;t any lime wi1hout notice lei you. :. Accounts are NOT TRANSFERABLE. Federal regulations exclude frorr
Stop Payment
Before we pay a check or third-party transfer, you have the tight to place
a stop payment order on the item, unless we are committed :a honor lhe
Item as p1Dvided by the regulations regarding check processing_ For cut·
off times, ooa 'Additional Cut-off limes."
Each stop payment order ("Order") applies ONLY to the items
24
Page 15 ofg
llie definition of 'transfer' an ai=unt pledged as collateral fur a loan 01
the passing of title upon deatti. dil'O!'C\', marriage, Incompetency, or b1
operation of law. Neither transfer between natural persons when made or
the books at Bank o1 the West nor the addifion or subtraction of names cr
other natural persons is regarded as a transfer.
25
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.. · .... ·.. . --~ · .. .;."· ....
Certificates of Deposits
Deposits
Unless otherwise ind!caled, addilional deposits of $100 or more can be
made only wilhin the ten (10) cal:mdar day grace period (one (1) calendar
day grace period for 7-31 day aCOJunts) on automaticaUy renewable
cerlliicates o! deposll Interest on the additional funds, bo1t1 cash and
non-cash, wiU begin to accrue on the b\,'Sfness day you make your
deposit and Wilrbe at the same rate as tre renewed certificate of depostt.
Tl's additional deposit(s) Will mature at '!he same time as \he renewed
certificate of deposit. ·
Interest
We use the dally balance method to calculate the interest on your
acrount based on a 3€5.1366-day year and actual days. This method
applies a daily periodic rate to the principal in . the a=unt each day.
Interest is compounded monthly. The annual percentage yield quoted for
your a=unt assumes that Interest earned is reinvested in the acco1ml !
monthly, that all funds remain on deposit for one (1) year from the date Of
deposit jeven for shorter-tenn deposits), and that the interes1 rate does
not CharQe. Interest wtthdrawn will reduce !he annual percentage yield
earned
For certificates of deposits with terms of thirl.)'-1.Wo (32) days or longer,
you may choose the frequency of interest payment5. \nlerest can be
paid as frequenUy as moothty, but must be pakl at least once a year.
On certfficates of deposits, interest may be reinvested into the accoun~
credited to another checking, money market or savings account, or paid
to you by check.
. .· .. ·. . . ·.~:>. ;-: . · .. ·.·.· .. ··~··· . '~-~ ~ '. ':~ '.:".' ..
phone number you can call if you would like to open anoiher certificate
of deposit
Withdrawals; Early Withdrawal Penalties
lnter~st th~t has been reinvested rnay be withdrawn wiihout penalty at
any bme, If !he account lerm and inlerBSJ. raw have not changed since
the reinvestment.
Addition~ withdrawals witOOut penaliy are permitted at maturity for
automatically renewable cerfificates of deposit, during-the ten ( 1 O}
r::alendar-<:Jay grace period, om; (1) calendar-day grace period for 7-31-
day terms, or .upon a deposilor's death or mental incapacity. Withdrawals
at a.ny oth~ time may be pennitted at ihe Bank's discretion and may be
subj~t to interest penalties. Accounts dosed during the grace period will
torte1t any 1nterestthal accrued dunng !he grace period.
All penalties are calculated .o~ a simi>le interest basis. The penalty
assessed '.11ay reduce the pnnGJpal balance remaining on your accounl
aft.er lh_e withdraw~!. The penally is calculaied at the interest rale in effect
at the time 1he cerlilica\es of deposit was opened or last renewed.
The penalties on !he amount withdrawn are:
7-31 day term: seven [7) days simple interest
• 32 days -1-year term: thirty {30) days simple interest.
~ver 1-yearterm; one hundred eighty {180) days simple
in1eresl
IRS Reporting
Certijji;a\es oi depositswilh terms ot7-31 days wffl recerve interest only · lnter~t Reporting
at malurity. Interest may be reinvested inlo the certificate of deposit, or
deposited to a checking, money market. or savings acwunt.
Maturity
: The Bank may have to report to you and to the Internal Revenue Service
; (IRS) any Interest paid or credited When !he Bank acis as:
The party primarily liable to P<IY Interest. or
Auiomalically renewable certificates of deposit renew at the rale in effect Custodian, fiduciaiy, nominee of a payee, trustee or a trust,
on the mahlrity date,. for !he same teITTI and under tl1e same conditions coHector of a payment fur 1he payee, or
last disclosed (unless we teft you otherwise). We will mail a renewal . • Middleman between payor and payee
notice approximately fifteen (15) days prior 1.o the matunl:y date (except \ l t st , ·
tor 7-14-day terms}. You have ten {10) days after the maturity dale one-~ n ere paid 10 .any Taxpayer Identification Number Of $10 or more per
(1) calendar day grace period for 7-31-day accounts) io make changes \o ! calendar year will be reported lo 1he IRS.
yotJT certilicate of deposit without penalty. Tue renewal noiice will include i .The Bank win send you a statement of the amount of interest reported·for
a phone number you can call on !he maturity date (or shortly after) lo \ your records ..
find out the interest rate and annual percentage yield on yoUr renewed / Any questions regardi • b
certifiicate of deposit : . ng requnements should e directed to your tax • ' adVtSor or the IRS. .
A non-renewable cerlfficate of deposit will not ef!rn interest beyond !he
maturity date, and will not re11€W automatlcaDy at maturity. We will mail · Backup Withholding
a maturity notice approximately fifteen (i5) days prior to the maturity '11 •
date (except for 7~14-day terms). The maturity notice will include a ou are . required to furnish the Bank with your correct Taxpayer
ldeniilication Number. You are required to certify 1hat the Taxpayer
26 27
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· .. · ... .. · ... -.. , ·-.:_· ... : ·· •. :-; : -. . ··.,. ~-... · .. -;
. ·-·~ .......... .,.,, ·---~-=='"'""-'='...,...~~----·-.·-----. ··-··-·· ... . ~ . -·=
Identification Number you have provided is correct ancl (hat yoo have :iot
been no!ffied by the Internal Revenue Service (rRS) that Y?u are s~bJect
to backup withholding. If you cannot do both elf these things, or if th~
IRS requests us to the Bank will withhold a percent.age of ariy interest
payments made 10 'you. The perrentage withheld will be determined by
the rate in effect under IRS regulaUons..
Under certain cirC!Jl1llllances, Internal Revenue Service (IRS) regulations
require !he Ban~ to witlilo!d a percentage of any lnlerest payrne~s made
to you. The percentage withheld will be dele~inecl. by the rate 1n effe~
under IRS regUlffiions at !he time backup withholding begins. '.o avoid
backup withholding on your interest-beano~ ~~u~, U.S. Clt~ns or
other U.S. persons including Resident Allen 1n~v1d~a1s must pro:~de the
Bank with a Tai lden!ilication Number and certify either o~ our ~ignature
card or on IRS Form W-S that the number you have pro\llded. JS correct
and that either (a) you are exempt from backl.1p withholding, or (b} that
. you have not been notified by th£ Internal Re116'.'ue Service !hat ~Ol.J are
subject to badrup withhokling as a result of a failure to report all lfllerest
or dividends, or (o) too internal Revenue Seri1ce has noliiied you tlia~ you
are no longer subject to backup withholding. tf you are a Non-Res~dent
Alien, to avoid backup withholding you must certify your Non-~estdenl
Alien status on an Internal Revenue Service Form W-8 Certifi.cate of
Foreign Status. Your Non-Resident Alien slatus must be re-certified _on
a new IRS Form W-8 every thre~ (3) years lo avoid bac:kup withholding
at me expiration of the current Form W-B on 'fife with 1tm Bank. Baci<up
withholding may also occur at any time upon any request served to the
Bank by the lntesrnil Revenue Sarvice.
Wrthholding will C:Ccur at the time interest is paid. The amount of interest
withheld l'.111 be reported to you and 1he IRS.
All a=unt owners agree to ba jointly and severalty respcmslb!e ,for
amotlllts that the Bank is required lo withhold. You also agree !llat 1he .
Bank is permitted to remove funds from any account in any O: yo\Jf names ,
io; the amount of the backup withholding if it cannot be obtatn~d from the :
account to which interasl has been credited. The Bank wll! inform YllU ;
[f th9 funds are removed from any account other lhan the one to wh1d1 ;
interest was paid to pay !he wilhholding. ·
Any questions regarding tax withholdings should be direcied !o the IRS.
cheques. We may also report to !he IRS or other government agencies,
transaclions !hat rnay be sfruciUred to avoid lhe reporting requirements
and other iransactions lhal appear lo involve iliegal activity.
lnordertosausfytheAct'srequirements, we may and, in many cases, must
request certain Information about the individual presenting the transaction
as wan as tie cli)anizalion or indrvidua( for whom the transaclion
is being conducted. This includes the individuars/organlzation's full
name, . p~manerif street address, Social Security Number, Taxpayer
ldentiiication Number, other idenii!icatlon numbers (su~ as a driver's
license or passport}, date of birth(~ applicable), and business, occupation,
or professlon.
If YClll have questions about the Bank Secrecy Aci:, roitaGt your local IRS
office at www.irs.gov or FinCEN (Financial Crimes Enforcement Network)
at www.Jincen.gov.
ATM and Debit Card Services
Automated Teller Machine (ATM) Access
AA ATM Card (available lo sole proprielnrships on business savings
accounts only) or a 84siness Debit Card (available lo all busines.."tls),
along with a secret Personal ldenlificatfon Number (PIN), ailows you
access In Bank of the Wesrs ATMs. Most of our offices have ATMs, and
theATMsare available virtually 24-hours a day. Consult a branch office !or
specilic: hours and locations.
You may use your Card and Personal ldenilfication Number (PIN) virtually
24-hours a day at our ATMs to perfurm any of the following transactions;
Make deposits lo checking, savings, or mcoey market accoun~ s)
finked ID your Caro,
Make any payrne~ts. sudl as loan payments, accepted by Bank
of the West
• Make cash withdrawals from your crecking, savings, or money
market acoount(s} linked to your Card.
Detennine the available balance in your checking, savings, or
money market account(s) linked to ~our Car(!.
Obtain a statement of the last ien (10) ATM transactions (where Notice to Canadian Non-Resident Aliens , available).
IRS regulations require that we report lo the IRS all deposit intere~t paid· f "Some af these services may not be available al all terminals. The types
\o acoounts belonging to Canadian Non.R~ideni Aliens, even if you I olATM transactions you may perform depend on lhe type ofaccounts you
provided us with a signed Certification of Foreign Status (W-S). i maintain at Bank oflhe West.
. . . t j 'You will not .ba limiled in lhe number of 6mes you may use 'the ATM, Reportmg or Record Keeping Requtremen S f however, there wiH be maximum limits set on the amount of daily cash
The Bank Secrecy Act ("Act"), a federal Jaw, requires all financial ' wiihdrawals. Remember, the amount you may withdraw is subject to lilll
inslitulions to report cash transactions of more than $10,000 ta the lnte:nal : amount of available funds In your acro,uiit.
Revenue Service (IRS). In addition, we may report lo th~ IRS multiple ,
cash transactions which rogether total more than $10,000 m any one (1) · Shared ATM Networks Account Access
da . To betler comply with the iaw, we may maintain a log of all cash sales : ..
y · ck d ,..,. ~ · ..,. '"'"'~-'-s money orders or travelers : You may use )'OUr Card and PIN lo. of bank che s or ra,.,,, cas.11e1 " "'"'"~ , .
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WtthdraW cash from your primary cheoong, savings, or money
market accoUlll{s) subjeGt to funds availability and transaction
limits.
• Determine the available balance in your \lnked primary checking,
savings, or money markat aCCOLint( s ).
Some of these services may not be avaHable at all terminals. The types of
ATM transactions you may periorm depend on tne type of accoun1s you
maintain with us. Yom AThA Card c;annot be used· outside of the United
states.
Point-of-Sale tPOS) Transaction Account Access
The Debit Cam ~sued by ihe Bank with a MasterCard® logo mf!./ be used
at merchani point-{)f-sale terminals and self-service poini.-of..sale tsnnina!
locations that display any of the logos on your Card.
Debit Card Account Ac~ess
Transactions
Your Business Debit Card ("Debit Card") permits you to acc;ess your
designated deposit account ("Accounf') in many ways. Each Debit Gard
may be used, depending .on your elections, to pay for goods and services
from me!Chants and to obtain cash at ATM locations displaying the logos
on your Gard. Cash can be obtained at financial institul!ons displaying the
MasterCard@ logo.
When you use your Debit Card lo make purchases or at an A TM machine,
you are making a withdrawal from your designated Account Wewm deduct
the amoumofyourlransaction, inducfog any charges imposed by another
iinancial institution, from the Account We may debit me Account or place
a hold on your Account for a transaction on the earlier of either the day
ii is presented 1D us for payment or the day we receiVe the notice of the
lransaction. If a merchant or other instlb.rtlon requests an authorization for
a transaction you wish to conduct, we may place a hold on \he Account.
Limitations
You may have multiple checking, money marlle~ and savings accounts
linked lo your Debit Card. However, one (i) account must be designated
as !he prknary funding account. Tue daily dollar limit on lhe following ·
lransactions is up to the maximum agreed betwe<>JI you and lhe Bank. per
day per Debit Card, up to the amount Of avafable funds in the Account,
unless we create an overdraft: 1) Cash withdrawals made each day from
any of the Bank's ATMs or from any ATM displaying 1he logos on your Card
2) PIN-based or s1gnatura-based pun::hases or transactions made ihruugh
a point-0!-sa\e (POS} transaction at any merchant displaying the logos
on your Gard 3) Purchases or transactions made at any MasterCard0
merchant by phone, furnugh mail order or via the lntemet Yoo win be
limi\ed to a combined total of twenty (20) iransadions per day, per Debit
Card for 'PIN-based and signature-based POS merchant purchases.
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r Foreign Transactions
For any transactions conducted in a currency other than u .S. dollars, !he
merchan~ network, or card association that processes the transaction
rf'.81' .convert any related debit or credit into U.S. dollars fi accordance
Wlth its then-current po ltcies. MasterCarde currently uses a conversion
rale that is either (a) selected from a range of rates avaiable in the
wholesale currency markets (note; this rate may be different from the rate
Masteic:arde itself receives1 or (b) the government-mandated rate. The
conversion rate may be different from the rate in effect on tl:ie date of your
transaction and the date it ls posted lo your account
We ~ill pass on io you ire charge Imposed against us l7y MasterCard®.
Specifically, your foreign currency iransactim will incur a 'charge equal to
2% of the lransactior, amount (including credtts and raversa!s) for each
transaction (U.S. or foreign currency) that you conduct outside the 50
United Slates. The charge will be separately disclosed on your periodic
statement For e~arnple, if your International transaciion resulted in a U.S.
$100 charge, the total fee would be $2, and the statement would re1lect a
separale transaction fee amount of $1 MasterCard foreign transaction fee
and a $1 Bank of the West foreign transaciion service fee; a U.S. $250
charge would Incur a loial fee of $5.00, and the statement would rellect
a separate transaclion fee of a $2.50 MasterCard foreign transaction fee
and a $2.50 Bank of Hie West foreign lransac!lon service fee. '
Your Liability for Use of Debit Card
You are responsible for selecting individuals from your business who
are auihorized to hold Debi\ Cards ('users"). You agree that the Bank
will charge your Account for the amount of each authorized transactioo
in "".hlch the Debit Card or 1he Debit Card nllfllber 1s used. You w!ll nm
be llab1e for unaulhorized transactions pmvided that 1) Your account is
in good standing; 2) You can show that you have exercised reasonable
care in safeguarding your Card trom rls~ of loss or theft; 3) You have not
reported two or more incidents of unauthorized use within lhe preceding
~elve (12) months. You agree to indemnify and hold the Bank, its
d1re~l?rs, o~trera, ern~oyees, and agents harmless from any losses,
~abHilies, claims, damages: expenses and/or judgments {including legal
1eeS and costs, whether pmraie firm or a pro-rala allocabon of in-house
legal fees ~nd rosts) arising from or relating to the issuance of any Debit
Card andl0r payment of any and all transactions and chaiges incurred
~th the Deb~ Card.
You will require users lo comply with 1he provisions of this Agreement
and all 0U1er applicable agreerrents. You are fully responslble for me
.failure of aey user lo comply with this Agreement You agree lhat you
are resP?nsible for obtaining the Debit Card from any user who leaves
your busmess or any user that you determine is no longer authorized to
have a Deb~ Card and c:anceHng lhe De~it Card immediately. You remain
responsible for aU transactions with any Debit Card that DGCl.lf' before the
Debit. Card is canceled with Bank of the West.
If you use your Card for any ffiega I iransaction, indudina wilhout limitation
unlawful gambling activity, you assume all responsibilify and flabllilyfor all
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losS".,s, costs, and expenses you or we incur as a result of suc;h use. We
reserve the right to block andlor not apprc>Ve any authorization request for
use of the Gard in aoy acilvi\.y we believe is not lawful, including online
gambiing. This Agreement also. appl\eS to such transactions, and you
agree to pay any and all amounts related to such transactions pursuant
to the terms of "!his Agreement We may, ln our sole discretion, resbict the
use of orterrnlnate your Card if we notice ex:cessive use af your Card or
ottier suspicious aciMties or tt we reasonably believe the Card is or has
been usoo for one or more illegal transactions.
Your Card is property of Bank ol the West, and we may revoke your Card
and privileges to access electronic seNices al any time 'Without notice. If
your Card is rev~ked, you must return it to us.
MasterCard Business Debit Card Zero liability Policy
You will not be liable for unauthorized transactions that originated wlfuin
lhe United States region, provided that 1) Your account is ln good
standing; 2) You can show that you have exercised reasonable care in
safeguarding your card from nsl< of loss 01 the\'~ 3) You have not rej)Orted
1Wo (2) or more incidents ot unauthorized use within the preceding twelve
(i2) rronths.
ATM!Debit Card Secu1ity Measures;
Right to Terminate
We reserve the tight lo monitor ATM and Debit Card transaction activtty as
a means to deter fraudulent transactions. 11 any transacfion appsars to be
unusual activity, we will attempt to contact you lo confirm the authenlicilyof
ihe aciivity. However, if we are unable lo contact you, we may, at our sole
cfiscretion, block your Card in an effort to prevent fraudulent tansaciioos.
In the event lhat you confirm the transacllon activity as legitimate, we may,
at our discretion, unblock your Card. We reserve the right to terminate all
righ1s lo use your Card ff we have reason to believe that there has been
an unautnoriz.ed use of your Card or PIN.
·--·.: ·:.-._:· ~
Lost and Stolen Cards
If a~y l!Se'.s Card is lost or stolen, you or any user or designee must nolify
us 1mmed1ately either orally or Jn wiiting .
You may call or write to us at the address or phone number shown on the
next page and at the end of !his Deposit Account Disclosure For Business
Accounts.
Errors or Questions Concerning Your Card Transactions
Write ar call us as soon as possible It you believe that your statement or
any transacllcin receipt is incorrect or if you need more info4mation about a
transfer listed on the statement or transaction receioL We must hear from
you no later than thirty (30) days after we send you the first s!atement
on which the error or the problem appearad. You can caK us, but doing
so may not preserve your rights. Wllen you write, please include your
Card number, your designated account number, "the dollar amount of the
suspected error, a description of the error, and an explanation o1 why you
believe there Is an error. lfwe decide no error was made, wewiU send you
a written explanation after we finish our investigailon. You can request,
and we will provide, copies of ihe documents used in our investigation. We
may assess a reasonable fee to cover our duplication costs.
Contact Telephone Banking at 1-800-488· 2265
TDD (text telephcrie) users only: 1-800-659-5495
Hours:
4 am. -midnight Monday-Friday (Gentral Time)
5 am.. -midnight Saturday, Sunday, federal holidays (Central Time)
OR Wrlieto: .
Branch Service Center.
MSN# NC-LEN-01-M
P.O. Box 22792
Concord, CA 94527
Bank of the West reserves lhe Ji9htto decline transaciions at lhe point·Clf· Changes to this Business Debit Card Agreement
sale (?OS) to deter possible traud. ltis your responsibinl.y to update Bank We reserve tne right to change and make additions to this Agreement
of the West of any change in contact intormaiion, name, address, and at any time. We will give you prior written notice of any adverse change.
phone number(s) in a tlmeiy manner. . Any changes or additions to this Agreement Will be effective as uf the
Our right to 1110nitor your Card transaction activity does not replac:i y~r ~o "!his Agreement eff~ve immediately if the change is required by law,
. · i· time provided in the noftce. We reserve the rlght to make any changes
responsibuily to review your a(:COunt activity or mange your hab11ily IS necessary or appropnate for security reasons, or to protect our system
regarding repor'llng unauthorized activity to us. YoU may not "opt out" •. andlor your Account Your acceptance and use of-the Debit Card(s) after
of this proi;ess. . any change or addition to 1his Agreement constitutes acceptance of any
announced changes. We will mail any notice lo the address shown on our
records for your designated Account
Termination of this ~uslness Debit Card Agreement
We may terminate this or any other Agreemern at any time wilhoi.!l cau~.
33
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11102/13 (00127307.pdf)
We spoclficaly reserve the right to lermina!e this Agreement if you or any ' lo lhe avera;ie collected balance Jess the reserve reqi.Srement
user of a Debit Card should breach any of the terms and condilions set /
forth in this Agreement; ii you are in defautt of any other Agreement witn i .Average DaiJY Ledger Balance overdraft The average dally ledger
the Bank., i!lcluding bl.Ii not limited to your failure to pay any indeb'.ed11ess I oalance overtlrart is the sum of 1he aggregated claily ledger werdraft
owed to us when due; should your business close, or In lhe e\lent of I balances divided by lhe number of days in the month. This figure is used
barikruptcy. insolvency, or liquidation. or ttie attachment or levy against JI to calculate the interest chaflle for ledger balance overtlraf\S.
your property, or if we decid: to disconfinue ttiis product. You may cancel Eanlings Credit. The earnings cre<fit is a creort earned by the customer lo
this service by calnng us or writing us, on your buslness letterhead, ai the apply toward the paymenl for services provided. This figure is calculated
address listed above and atlhe end oflhis DepositAccoun!Disclosure For \ by mt11!iplying the balance to support services by !he earnings credit
Business Accounts. In your letter, please identify the Debit Card accown ! rate in effec~ divided by the numtier of days in !he year, multiplied by
number, your designated account number. and the sel'llice amllor Debit \ the number of days in the month. The earnings c;reclfl rafu is subject to
Gard{s) to be canceled. 1 change without prior notice. C1.1nent pricing information is available from
your relationship manager. Your Debit Cardjs mJt governed by \he Electronic Funds Transier Acl You
understand and agree !hat you are not a "consumer" wifhin the meaning
ofihe Federal Electronic Funds Transfer Act and Federal Reserve Board
Regulal\on E, and the Act/Regulation shall not apply lo a11y dispute arisi1g
between you and ihe Ban~~
Analyzed Business Checking
Balance Terms
Average Ledger Balance. The average daily ledger balance for the
analyzed account tor the analysis cycle. This figure is equal to the
aggregated dauy ledger balance for the cycle, dil~ded by the number of
days in the cyde.
Average Daily Roat. The average dany Hoat is equal to the aggregated
daily balances not collected fnr the cycle, d"ivided by the number of days
in the cycle. Float calculations are based ·on the fime assigned for the
collections of deposited items which may be longer or shorter than the
actual co~ectlon time.
fwerage Daily Collected Balance. The average daily collected balance
is equal to the average ledger balance less the average daily float.
Negalive Collected Balance. The average daily adjusted collected
balance is the sum of lhe negative collected balances and the average
daily collected balance. This 1ig1Ee is used lo calculate the reserve
" Prime Rate. The prime rate shall mean an ind:x for a IP.lriable interest
rate which is quoled, published, or annour>ced by Bank of the West as its
prime rate and as to which loans may be made by Sank of the West a1,
above, or be[ow such rate.
I Interest on Overdrafts and Uncollected Funds Used
/ !n1erest on overdrafts or uncollected funds may be charged al the Prime
I Raie plus three (3) percent Interest on overdrafts is appied lo the average ! daily ledger balance overdraft for ihe month. Interest on Uncollected
l Funds Used is applied tu the negative collecied balance ior !he month.
j Interest shall be adjusted coocurrently with any change in !he Prime Rate.
~ Interest on each advance shall be computed on the basis of 365 days
I per year (300 for a leap year), and charged on the aciual number al days
elapsed.
All Interest-Bearing Accounts
i F . ) or current tnterest rates and anrn.1ar percentage yields, telephone any
/ Bank of lhe West br0¥1ch or call our Telephooe Banking Center at 1-800-
: 438-2265.
Telephone Banking Center
requirement. Call our Telephone Banki~ Center loll free at 1-B00-488~2265
Average Daily Adjusted Col!ecled Balance. The average da~y adjusted , TDD (text \elephm1e) users only; 1-800-659-5495
collecied balance is the sum of the negative collected balances and -+ -Hours:
the average daily collected balance. This figure is used to calculate the ! 4 a.m. -midnight Monday-Ftiday (Central Time)
reserve requirement .'. 5 am. -midnight Salllrdey, Sunday, federal hondays {Central Time)
1-egal Reserve Requirement. Reserves are 'fllflds which the Bank ls -,. • . . .
re.quired to maintain at a Federal Reserve Bank for deposits. Reserves Wnte Olff Te~phone Banking Center:
are calculated by multiplying collected balances by a fixed factor of 10%, Branch Se_rvi~ Center
regardless af the acl!Jal reserve requirement for your funds. The Bank's 13505 California Street
actual reseNe requirernem may be lower based on sub-accounting aml NE-BBP-02-A
other factors. Omaha, NE. 68154
...
Balanc~ to Support Services. The balance to support services Is equal calls may be randomly monitored or recorded ta ensure quality service.
34 35
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We regret that this document is not evailable in Span/sh. Please make
sure that you understand all terms ·and conditions appfiaable to your
deposit account and services. For assistanoe !11 Spanish. contact us
at (BOO) 488-2265.
fate documemo no esta cfisponible en espaiio/. Asegiltese de entender
todos !o.s temrinos y colldidones re/ac:ioo;;;dos con su cuenta de
dep6si!o y los sstvicios cooespondientes. Para asistencia en espafio~ }
/lame al (BOO) ~8-2265.
J
Member FOlC
See ~ur current rate sheet ior a~dilional information.
Form * Os0-08511 (Rev. 6/08)
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Page 21 ofD
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Exhibit L-Collateral Inventory
3-158
Exhibit L
Pledges toPledgee By FAS l 15Intent
As of June 14, 2013
Agency Name: ST ATE OF CALIFORNIA -LOCAL AGENCY
Pledged To: WFCA STATE OF CALIFORNIA -LOCAL AGENCY
Cusip SecurUy Description Rating Coul>on Maturity PledgedDate OriginalPV Current PV 114arkel Value
351136DTO FOWLER CALIF UNI SCH DIST CA 4.500000 OB/0112025 01106/2012 $1,340,000 $1,340,000 $1,384,019
35250MAV6 FRANKLIN CALIF ELEM SCH DISTCA A2 4.500000 0810112031 11/1412007 $440,000 $440,000 $454,040 ·,;.
353856YH4 FRANKLIN-MCKINLEY CALIF SCH CA Al 5.260000 08/01/Z026 0410412007 $1,460,000 $1,460,000 $1,793,668
36176MW66 GNMA1 SINGLE FAMILY 30YR NR 4.000000 0711512041 04/0512013 $40,254,642 $29,918,286 $31,848,336
36176W2D2 GNMA1 SINGLE FAMILY 15YR NR 3.000000 12115/2026 07/30/2012 $22,567,267 $17,605,571 $18,551,017
36176WZ95 GNMA1 SINGLE FAMILY 15YR NR 3.000000 1211512026 06104/2013 $30,000,000 $23,990,(103 . $25,279,251
36176XJ59 GNMA1 SINGLE FAMILY 30YR NR 3.000000 04{15/2042 04/1712013 $41,500,000 $38,362,320 $39,148,908
36179DEE6 GNMA1 SINGLE FAM!L Y 30 YR NR 2.500000 12./1512042 04/05/2013 $39,665,497 $39,0BO, 144 . $37,861,535
36179M6H8 GNMA2 ARM MULTIPLE 2.000000 03/20/2043 06112/2013 $25,000,000 $24,761,903 $25,816,331
36179MTK6 GNMA2 ARM MUL T!PLE 2.000000 11/20/2042 05(28/2013 $42,760,243 $41,418,259 $43,339, 110
36179MYH7 GNMA2 ARM MUL T!PLE 2.500000 01/2012043 06105/2013 $37,500,000 $35,902,422 $37,519,494
36179MYQ7 GNMA2 ARM MULTIPLE 2.000000 Oi/20/2043 06/0412013 $26,770,630 $26,358,274 $27,510,285
36202FM7B GNMA2 SINGLE FAMILY 30YR NR 4.000000 12120/2040 01/2812013 $16,125,000 $11,278,350 $12,122,162
36202FP67 GNMA2 SINGLE FAMILY 30YR NR 4.000000 02/20/2041 07/13/2012 $17 ,314,547 $12,020,445 $12,964,856
36202FP67 GNMA2 SINGLE FAMILY 30YR NR 4.000000 0212012041 10/29/2012 $29,589,000 $20,541,857 $22, 155,769
36202FP67 GNMA2 SINGLE FAMILY 30 YR NR 4.000000 0212012041 07/25/2012 $13,300,000 $9,233,387 $9,958,827
36202FPF7 GNMA2 SINGLE FAMILY 30 YR NR 4.000000 01/2012041 04/30/2012 $12,380,000 $8,465,158 , $9,040,297 :;:
36202FPF7 GNMA2 SINGLE FAMILY 30 YR NR 4.000000 01/2012041 06/06/2013 $50,000,000 $34.188,844 $36,5.11,702
36202FPF7 GNMA2SINGLE FAMILY 30YR NR 4.000000 01/20/2041 03/01/2013 $13,000,000 $8,889,099 $9,493,043
36202FQ66 GNMA2 SINGLE FAMILY 30YR NR 4.000000 03/20/2041 04/09/20"12 $26,303, 170 $17,985,436 $19,225,439
36202FQ66 GNMA2 SINGLE FAMILY 30 YR NR 4.000000 03/20/2041 11125/2011 $25,033.000 $17,116_.927 $18,297,050
36202FQ66 GNMA2 SINGLE FAMILY 30YR NR 4.000000 03120/2041 04109/2012 $25,000,000 $17,094,362 $18,272,929
36202FQ66 GNMA2SINGLE FAMILY 30YR NR 4.000000 03/20/2041 04/09/2012 $195,451 $133,644 $142,858
T/1e information r:ontained herein, whfle believed to be reliable, is not guaranteed
Prin!ed 0611712ll 13Jl:OJ:JO AM Page 3of8
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Pledges to Pledgee By FAS 115 Intent
As of June 14, 2013
Agency Name: STATE OF CALIFORNIA ·LOCAL AGENCY
Pledged To: WFCA STA TE OF CALIFORNIA -LOCAL AGENCY
Cusip Security Description Rating Coupon Maturity PledgedDale Original PV Current PV Markel Value
36225F8F5 GNMA2 ARM MULTIPLE NR 3.000000 02/20/2041 04!0812013 $26,728,927 $18,861 ,529 $19,938,486
36225FBF5 GNMA2 ARM MUL TlPLE NR 3.000000 0212012041 0410812013 $18,300,000 $12,913,574 $13,650,915
36225FDA4 · GNMA2 ARM MULTIPLE NR 3.000000 04120/2041 04l04/2012 $36,645,766 $25,865,983' $27,390,518
36230RYJ9 GNMA1 SINGLE FAMILY 30 YR NR 3.500000 1211512040 12/0512012 $20,000,000 $16,039,267 $16,835,504
36230RYJ9 GNMA1 SINGLE FAMlLY 30 YR NR 3.500000 12/15/2040 01130/2013 $5,600,000 $4.490,995 $4,713,941
3623DRY J9 GNMA1 SINGLE FAMILY 30YR NR 3.500000 12115/2040 01/3012013 $6,500,000 $5,212,762 $5,471,539 .·.::
36230UFYO GNMA 1 SINGLE FAMILY 30 YR NR 3.500000 02/15/2041 04/0912012 $20,000,000 $16,428,074 $17,243,614
36241LP42 GNMA1SF30 YR PLATINUM NR 4.000000 10/1512040 03/1212012 $28, 000, 000 $18,419,411 $19,679,307
422154CE2 HEALDSBURG CALIF UNI SCH CA A2 5.000000 07115/2013 0210712007 $660,000 $660,000 $663,366
DIST
422154CF9 HEALDSBURG CAUF UNI SCH CA A2 5.000000 07115/2014 0210712()07 $700,000 $700,000 $731,073
DIST
422154CG7 HEALDSBURG CALIF UNI SCH CA A2 4.000000 07115/2015 0210712007 $790,000 $790,000 $825,439
DIST
422154CH5 HEALDSBURG CALIF UNI SCH CA A2 3.700000 07/1512016 0210712007 $1320.000 $820,000 $853,374
DIST
422154Cl6 HEALDSBURG CALIF UNI SCH CA A2 3.800000 0711512019 02/0712007 $450,000 $450,000 $465,048
DIST
427632AV6 HERMOSA BEACH CAUF CITY CA 4.500000 0810112024 08/01/2007 $1,000,000 $1,000,000 $1,007,380
SCH
452678EP6 IMPERIAL CALIF UNI SCH DIST CA Al 5.100000 08/01/2035 01/0612012 $2,015,000 $2,015,000 $2,067,309
500478BU5 KONOCTI CALIF UNI SCH DIST CA NR 4.0ooooo 08/01/2026 01/06/2012 $680,000 $680,000 $721,396
50346CAM3 LA HONDA PESCADERO CALIF UNICA Al 5.000000 04101/2022 05!0912007 $470,000 $470,000 $528,285
·;:
535256EL1 LINDEN CALIF UNI SCH DIST RFDGCA Al 4.125000 08/01/2024 01/31/2007 $500,000 $500,000 $521,350
566734AZ2 MARICOPA CALIF UNI SCH DIST CA f'.2 4.500000 08/0112029 1111412007 $460,000 $460,000 $485,792
62451 FDC1 MOUNTAIN VIEW-WHISMAN CALIFCA Aa2 5.500000 09/01/2028 11/1412007 $540,000 $540,000 $547,312
65154LCH1 NEWMAN-CROWS LANDING UNI CA NR 4.000000 08/0112024 01/0612012 $1,845,000 $1,845,000 $1,956,699
SCH
65154LCJ7 NEWMAN-CROWS LANDING UNI CA NR 4.000000 08/01/2026 05121/2007 $2,275,000 $2,275,000 $2,366,182
SCH
671556EV6 OAK PARK CALIF UNI SCH DIST CA A2 4.000000 08/0112021 10/15/2007 $505,000 $505,000 $541,087
The Information contalnea herein, whHe bellevea to IJe re/fable, Is not guaranteed
Printed 0611712013 11:01: /1 AM Page5 oj8
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Pledges to Pledgee By FAS 115 Intent
As of June 14, 2013
Agency Name: STATE OF CALIFORNIA -LOCAL AGENCY
Pledged To: WFCA STATE OF CALIFORNIA -LOCAL AGENCY
Cusip Security Description Rating Coupon Maturity PledgedDate Original PV Cim'entPV Market Value
671556EW4 OAK PARK CALIF UN! SCH DIST CA Al 4.125000 08!0112027 10/15/2007 $1, 180,000 $1,180,000 $1,235.401
673646CR4 OAKLEY CALIF UN ELEM SCH CA NR 4.200000 08/01/2024 01/06/2012 $545,000 $545,000 $548,755
. :;:
DIST
673646CTO OAKLEY CALIF UN ELEM SCH GA NR 4.350000 08/01/2026 12/14/2006 $635,0DO $635,000 $639,540
DIST
673646CV5 OAKLEY CALIF UN ELEM SCH CA NR 4.450000 08/01/2029 11/01/2007 $1-,540,000 $1,540,000 $1,551,273
DIST
673646DY8 OAKLEY CALIF UN ELEM SCH CA A2 4.000000 08/01/2013 02/07/2007 $510,000 $510,000 $512,662
DIST
673646EE1 OAKLEY CALIF UN ELEM SCH CA Al 3.850000 0810112019 0210712007 $560,000 $560,000 $595,202
DIST
673646EF8 OAKLEY CALIF UN ELEM SCH CA Al 3.900000 08/01/2020 02/07/2007 $590,000 $590,000 $622,202
DIST
673646EH4 OAKLEY CALIF UN ELEM SCH CA A2 3.950000 08/01/2022 02/07/2007 $655,000 $655,000 $681,"717
DIST
673646EJO OAKLEY CALIF UN ELEM SCH CA A2 3.950000 08/01/2023 0)10712007 $700,000 $700,000 $727,902
DIST
675166GR7 OCEAN VIEW SCH DIST CALIF CA A2 4.000000 08/01/2025 041()412007 $825,000 $825,000 $875,185
675166GUO OCEAN VIEW SCH DIST CALIF CA A2 4.125000 08/0112028 05]()9}2007 $590,000 $590,000 $616,456
714369AM7 PERRIS CALIF ELEM SCH DIST CA Al 4-250000 08/01/2024 01/06/2012 $1,255,000 $1,255,000 $1,364,160
714369AN5 PERRIS CALIF ELEM SCH DIST CA Al 4.375000 08/01/2027 0812412007 $1,620,000 $1,620,000 $1,733,546
714369APO PERRIS CALIF ELEM SCH DIST CA Al 4,375000 08/0112030 08/24/2007 $2,060,000 $2,060,000 $2, 154,513
714398FU3 PERRIS CALIF UN HIGH SCH DISTCA Al 4.000000 09/0112021 01/31/2007 $835,000 $835,000 $886;520
797782BZ1 SAN GABRIEL CALIF UNI SCH CA Aa3 4.625000 08/01/2029 01106/2012 $1,175,000 $1, 175,000 $1,217,805
8025150N3 SANTA PAULA CALIF ELEM SCH CA A2 4.500000 08101/2029 11114/2007 $545,000 $545,000 $559,922
802515DTO SANTA PAULA CALIF ELEM SCH CA A2 4.600000 08/0112034 1112612007 $830,000 $830,000 $852,867
802564EG5 SANTA RITA CALIF UN SCH DIST CA Al 4.375000 08/01/2028 11/14/2007 $705,000 $705,000 $726,481
802564EP5 SANTA RITA CALIF UN SCH DIST CA Al 4.375000 08101/2035 11126/2007 $1,270,000 $1,270,000 $1,294,727
804532AX7 SAUSALITO CALIF SCH DIST CA 4.300000 0810112028 11/26/2007 $885,000 $885,000 $913,816
840697BK1 SOUTHWHITTIER CALIF ELEM CA A2 4.200000 08/01/2022 02/27/2007 $340,000 $340,000 $356,310
SCH
840697884 SOUTH WHITTIER CALIF ELEM CA A2 4.375000 08/01/2029 11101/2007 $2,640,000 $2,640,000 $2,765,506
SCH
"he lnformatfon contained herein, while bef/eved to be reliable, Is not guaranteed.
Printed 0611712013 ll:OJ:lJAM Page 6 j8 ·.::
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Pledges toPledgee By FAS I 15Intent
As of June 14, 2013
Agency Name: STATE OF CALIFORNIA-LOCAL AGENCY
Pledged To: WFCA STATE OF CALIFORNIA -LOCAL AGENCY
Cusip Security Description Rating Coupon Maturity
843257CC8 SOUTHERN KERN CALIF UNI SCHCA A2 4.000000 11101/2019
843257CE4 SOUTHERN KERN CALIF UNI SCHCA A2 4.000000 11/01/2023
901641CE8 TWIN HILLS CALIF UN SCH D!ST CA NR 4.000000 08(01/2020
901641CF5 TWlN HILLS CALIF UN SCH DIST CA NR 4.000000 08(01/2021
901641CG3 TWIN HILLS CALIF UN SCH DIST CA NR 4.000000 08/01/2022
901641CK4 TWIN HILLS CALIF UN SCH DIST CA NR 4.000000 08(01/2025
912810DPO UST 11.250 02{15115 NR 11.250000 0211512015
912810DPO UST 11.250 02(15{15 NR 11.250000 0211512015
912828EE6 UST 4.250 08/15115 NR 4.250000 08/15/2015
912B2BEE6 UST 4.250 08115/15 NR 4.250000 0811512015
912828EN6 UST 4.50011f15f15 NR 4.500000 11/15/2015
91262BEW6 UST 4.500 02/15/16 NR 4.500000 0211512016
912828EW6 UST 4.500 02/15/16 NR 4.500000 02/15/2016
912B2BGH7 UST 4.625 02/15/17 NR 4.625000 02/1512017
912B28HH6 UST 4.250 11115117 NR 4.250000 11/1512017
912828Q.J2 UST 2. 125 02/29/16 NR 2.125000 02129/2016
912828QJ2 UST 2. 125 02/29/16 NH 2.125000 02/29/2016
937394JGO WASHINGTON CALIF UN SCH DISTCA 4.250000 0910112041
155 Tota\ Pledged To: WFCA STATE OF CALIFORNIA -LOCAL AGENCY
"fie Information contafmid herein, wflile believed to be reliable, Is not guaranteed
Printed 06ll712013!!:01:12 AM
11102113 (00127307.pdf) Page 5 of 22
-.:~·.
PledgedDale Original PV CurrentPV Markel Value
05/0312007 $555,000 $555,000 $602,136
05103(2.007 $575,000 $575,000 $616,274
0112412007 $360,000 $360,000 $393,955
01/24/2007 $395,000 $395,000 $427,323
01/24/2007 $260,000 $260,000 $280,257
01/24/2007 $335,000 $335,000 $360, 155
11/2312012 $27,000,000 $27,000,000 $31,927,500
11130/2012 $21,500,000 $21,500,000 $25,423,750
01/11/2013 $10,000,000 $10,000,000 $10,840,625
11f2912012 $24,625,000 $24,625,000 $26,695,039
11109/2012 $20,000,000 $20,000,000 $21,962,500
12/24/2012 $17,746,600 $17,746,600 $19,637,722
1111912012 $30,000,000 $30,000,000 $33, 196,875
04/09/2013 $50,000,000 $50,000,000 $57,000,000
04/08/2013 $42,000,000 $42,000,000 $48,004,688
1212412012 $20,000,000 $20,000,000 $20,884,375
0610412013 $12,040,000 $12,040,000 $12,572,394
11/01/2007 $3,395,000 $3,395,000 $3,439,644
$ l, 679,250, 014 $1,368,626,458 $1,456,030,415
. .'::
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Pledges to Pledgee By FAS 115 Intent
As of June 14, 2013
Agency Name: STATE OF CALIFORNIA· LOCAL AGENCY
Pledged To: WFCA STATE OF CALIFORNIA -LOCAL AGENCY
Cusip Security Description Rating Coupon Maturity
information contained herein, whlle believed to be reliable, ls not guaranteed
nted 0611712013 ll:OJ:l2AM
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PledgedDate Original PV CurrentPV Market Value
:::
·:.; '·::!
Page 8 oj8
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Exhibit M-Corporate Rewards Application (purchasing card) and Commercial
Agreement Corporate Rewards Card Terms and Conditions
3-165
Exhibit M
Corporate Rewards Application
CompanyNarn.e City of Rancho Palos Verdes
(21CharactersJncludingSpaces) DDDDDDDDDDDDDDDDDDDDD
nus WILL BE EMBOSSED UNDERNEATH THE CARDHOLDERS NAME ON THE CARD
Company Address 30940 Hawthorne Blvd.
cityrstate/~IP Rancho Palos Verdes, CA 9027 4
Company l'hone ( 310 )_3_7_7_0_3_6_0 ________ Tax Identification Number_9_5_-_2_8_6_7_8_7_2 ______ _
Company Gross Annual Revenue_$_2_4_m_il_li_o_n ______ Direct Debit (Attach Fonn) 0
CARD A~NINiSTRATBR:
Name Kathryn Downs
Title Deputy Director of Finance & LT.
Business Address 30940 Hawthorne Blvd.
City/State/ZIP Rancho Palos Verdes, CA 90275
Business Phone(~}_5_44 __ 5_2_1_6 ______ _
Email kathrynd@rpv.com -------------·
ADDITfUKAl AOM!NiSTRAiOR: o Reward Points Contact Only
Name Linda Gan-Vanderlinde
Title Senior Accountant
Business Address 30940 Hawthorne Blvd.
City/State/ZIP Rancho Palos Verdes, CA 90275
Business Phone(~)_5_44 __ 5_3_4_5 ______ _
Email lindag@rpv.com
By requesting participation in the Corporate Rewards Program. in connection with your Bank of the West Commercial Card account,
you agree to be bound by the Corporate Rewards Card Program Terms and Condition of this Reward Card Program.
Company Officer Name Dennis Mclean Title Director of Finance & LT.
·~-~~~~---~~~~-
BOWUseOnly
Credit Limit: Company Existing Corporate CBGO l llranchID: Relationship RM Employee#: Cash Management
200,000 ID#: Customer Account Number. RBGO Manager Name: Consultant Name:
YesO NoO NFGO;
MasterCard is a registered trademark of MasterCard International Incorporated.
040-08374 (10111) Page 1 of 5
11/02/13 (00127307.pdf) Page 1of2
3-166
mmercial Card Agreement
Corptlmtil Rewards Cttrd Terms and Conditions
l. \>!tN!!RAi. .. This is the Agreement which will cover !he use of the account by
the officers, members, managers, partners, employees, agents, or representatives
designated and authorized by the corporation, Limited Uabllity Company,
partnership, agency, sole proprietor, or other entity named in the Corporate Rewards
Card Application (the "Application"). In tllis Agreement, the words "Company" or
''you" mean the entity or individual which has signed this Application The word
"Employee" means the officers, members, managers, partners, employees, agents,
or representatives designated and authorized to use the account, now or in the
future. The words "we,• "us," "our" or "Bank" mean Bank of the West. The word
"Card" means a Bank of the West Corporate Rewards Card ("Commercial Card"). The
term "account" means a Commercial Card account ("Commercial Card acc:ount"J.
.By requesting, accepting or using the Card, Company agrees to be bound by the
terms of this Agreement.
2. Af'?lJCATION. By signing the Application, Company requests us to issue Cards
bearing the name of the Company and, in addition, the name of any Employee
which Company may designate from time to time in the Mure in writing to us. Each
such EmplCJyee i~ authorized by Company to use the Card.
a. COMPANY'S RriPRESENTATIONS AND WARRANT!ES. Company, and the
person(s) executing the Application on behalf of Company and executing each
request for an additional Card, represent and warrant to us as follows:
a. Organlzatic;n and Standing of Company. Company is duly organized, validly
existing and in good !>'-.anding under the laws of the state, commonwealth,
territory or jurisdiction where it was originally established and wherever else It
does business and has all requisite power and authortty to conduct Its business
as it now conducts such business.
b. Authorization. The person(s) who executed the Application is authe>rlzed and
empowered in the name and on behalf of Company to execlJ\e and deliver the
Application, for and on behalf of Company and to do all things necessary or
convenient to cause us to issue the Cards; Company has the requisite power
and authority to enter into the Application and 1his Agreement, to perform
its obligations thereunder and to consummate the transactions contemplated
thereby; the execution and delivery of the Application and the consummation
by Company of the transactions contemplated in the Application and this
Agreement have been duly authorized by Company(and its board of directors,
shareholders, members, mangers, or partners, as applicable and it necessary)
am! no other proceedings on the part of Campany are necessary to authorize the
execution and delivery of the Application and the performance of this Agreement
and the transactions contemplated hereby and thereby; and the Application,
this Agreement, and each other document required to be executed and delivered
by Company in connection herewith constitutes a valid and binding obligation
of Company enforceable against Company in accordance with its terms, except
to the extt>nt errfarceability is limited by law.
c. Litigation, Etc. There is no pending or threatened action or investigation before
or by any court or governmental agency which, if adversely decided, would
have any material adverse effect on the condition of Company other than those
already disclosed by Company to us In writing.
cl. Disclosure. Neitherthe Application, this Agreement nor any document furnished
to us in connectit>n with the transactions contemplated hereby contoins any
raise or misleading statement of a material fact orfai!s to state any material fact
necessary to keep the statements contained therein from being misleading.
4. USE. The Cards may be used only for business purchases of goods or services from
participating meri:hants ("Purchases") up to the Credit Limits; provided, however,
the Cards may (i) not be used to make Purchases or obtain Cash Advances for any
illegal transaction, or (ii) for any lnlemetor online gambling transaction. Transactions
for on line or internet gambling will not be approved. If the cards are used for any
illegal or prohibited transaction, this Agreement also applies to such transaction and
Company agrees to pay any and all amounts related to such transaction pursuant
to the terms of this Agreement. We may, in our sole discretion, restrict the use of
or terminate the Cards if we notice excessive use of the. Cards or o1J1er suspicious
activities or lf we reasonably believe the Cards are or have been used for one or more
illegal or prohibited transactions. Company agre<>s that all Cards will be used solely
for business use and not for consumer credit purposes.
5. CREDIT UMiTS. We will notify Company of i1s overall Credtt Limit for all Cards
issued to Company. Company agrees not to incur debt, including but not limited to
Purchases, Cash Advances, FINANCE CHARGES, late charges, membership tees,
over"the-limit fees, and other fees, to us on all Cards in an amount exceeding the
overall Credit Limit. Company may apply to increase the overall Credit Limit, and
we reserve the right to lower iL Company shall designate an Individual Credit Limit,
for each Individual Employee within the overall Credit Limit, and Company agrees
not to incur debt on any Card in excess of the individual Credit Limit for that Card. If
Company, or any Employee, does go over either tl1e individual or overall Credit Limit,
Company must repay the excess amount immediately. Each time a charge causes
the individual or overall Credit Limit to be exceeded, we may apply an over-the-limit
fee of $25.00. If any individual Credit Limit or the Company's overall Credit Limit
remains over the limit in subsequent billing cycles, an additional over-the-limit fee
may be posted on the billing date,
6. AGREEMENT TO PAY. Company agrees to pay for all credit eld:ended in
connection with any Card issued to any Employee pursuant to the application and
to this Agreement. including all applicable charges set forth in this Agreement.
Company agrees to pay us for such credit extended regardless of 1he riurpose for
which the Employee obtains credit by use of any Card issued pursuant to the
Application and this Agreement. Any failure on the part of an Employee to sign a
sales draft or Cash Advance dtaft shall not release Company (If its obligation to repay
the credit eld:ended. When an Employee uses the Card, or anyone else is permitted
to use it, Company agrees to pay the amount of any and all 1ransactions (including
any transactions which may have been made in violation of this Agreement), and
the FINANCE CHARGES, over-limlt fees, or late charges that may become due as
shown on the periodic statement. Company agrees that we may change or cancel
the Corporate Rewards Card Account at any time without affecting Company's
obligation 1o pay the amounts that are owed under this agreement.
7. PAYMENT. Each month we will send you a billing statement for the previous
billing period. Each billing statement will provide the "AmountDue" for the "Payment
Due Date." You must pay the Amount Due by the Payment Due Date. The Amount
Due reprE':Sents the total of all Purchases, Cash Advances, fees and/or other charges
made or incurred by you during the previous billing period for which the p~ymen!
has not been received by the Bank. All payments must be made in the lawful money
of the Untted States of America. When your payment is properly received, we will
allocate your payment in a manner we determine except as otherwise required by
law. We will add any Cash Advances or Puichases repaid 1o your available Credit
Limit, however, in the event of payment by check, we may delay credtting your
available Credit Limit until your check clears, and we may also credit your available
Credit Limtt based on the same check hold policy that we follow to credit deposits
for regular checking accounts. Payments received after the cutoff times of 4:00p.m.
are credited as of the following business day,
a, Dlrect Debit. Payments made by direct debit lo your account will be made on
the Payment Due Date. If you fall to have available funds or to properly make
payments, crediting such payment; may bt> delayed. Payments made after the
Payment Due Date may be subject 1o the following fee(s), ff permitted by law,
unless such charge would result in an interest charge greater than the maximum
allowable by law, in which case we will only charge the maximum allowable.
late Payment Fee: $25.00
b. Order of Application. We will allocate your payment in a manner we determine
except as otherwise required by law.
c. When You Must Pay to Avoid a Finance Charge on Purchases. You may avoid
paying a Finance Charge on Purchases If you pay the entire Amount Due by the
Payment Due Date. If we do not receive the entire Amount Due by the Payment
Due Date, the Finance Charge will be charged on the Purchases from the date
of the Purchase transaction. You may not avoid paying Finance Charge on Cash
Advances.
8. COMPUTING YOUR FINANCE CHARGE. We figure the FINANCE CHARGE an
your account by applying the periodic rate to the ':Average DaHy Balance" of e;ich
Balance Category on !he account, includingcurrenttransactions. Balance Categories
include Purchases. Balance Transfers, Cash Advances, Introductory Rates and any
special rate offers we may make available from time to time.
a. Average Daily Elalance. To obtain the daily balance !or each Balance Category we
takll the beginning balance each day and add nt>w transactions applicable to each
category, and subtract any payments, credits, and refunds applied to me category.
To figure your Average Daily Balance for each Balance category, we add all your
daily balances and divide by the number of days in the billing period.
b, Figuring the FINANCE CHARGE. We compute the FINANCE CHARGE for each
Page 2 of 5 BANK OF THE WEST: COMMERCIAL CARD AGREEMENT
11 /02113 (00127307 .pdf) Page 2 of 2
3-167
Balance Category by multiplying these Average Daily Balances by the applicable
Daily Periodic Rate, and then we multiply the result by the number of days
in the billing period. To determine the Daily Periodic Rate for each Balance
Category, we divide the ANNUAL PERCENTAGE RATE in effect for the billing
period by 365. (366 for leap years). The way we get the Annual Percentage
Rate and Daily Periodic Rate for for each Balance Category is described below
under "Fixed Rates" and "Variable Rales".
c. Fixed R:ates. The Daily Periodic Rate for Purchases on the Commercial Card
account is .0493 percent fixed, which is equivalent to an ANNUAL PERCENTAGE
RATE of 18.00 percent fixec!.
d. Variable Rates. The current Annual Percentage Rate and Daily Periodic Rate for
Purchases are stiown on the variable rate disclosure which has been provided to
you with this Agreement. The Daily Periodic Rate and the corresponding Annual
Percentage Rate may ctiange on the 1irst day of your billing c-ycle that begin In
March.June, September, and December. Each date on which the rate of Interest
could change is called a "Change Date." Changes will be based on changes in
the "Index." The Index is the highest Prime Rate published in the "Money
Rates" table of The Wall Street Journal. If the Index is no longer available, we
will choosa a new index which is based upon comparable informatfon and wfll
give you notice of our choice. The Index figure published on the seeond Tuesday
(or on tile next business day if the second Tuesday Is a holiday) of the calendar
month in which the Change Date occurs is called the "Current Index." Your
interest rate for Purchases is based on a variable rate equal to the sum of the
Bank's Prime Rate p!us a "Rate Spread" of 6.99 percentage points. Immediately
before each Change Date.we will determine the new interest rate for Purchases
by adding the Rate Spread to the Current Index. For example, If the Current
Index was 7.00% and the Rate Spread 6.99 percentage points, the Annual
Percentage Rate would be 13.99%, and by dividirtg this percentage figure by
365, we would compute a Daily Periodic Rate of .0383%. The new i~terest rate
tor Purchases will become effective at the start of your first billing cycle after
the Change Dale. Only one Annual Percentage Rate and Daily Periodic Rate for
Purchases will be in effect for any one billing period. The Annual Percentage Rate
will not exceed the maximum rate permrtted by law. The effect of any increase
In the Annual Percentage Rate and the Daily P~riodic Rate for Purchases would
be to increase the amount of Finance Charge or interest you must pay and thus
increase your monthly payments.
9. f'OREIGN CURRENCY FEE AND CURRENCY CONVERStON. If you make a
Purchase or Cash Advance or ATM withdrawal in a foreign currency, it will be billed
to you In U.S. Dollars. The conversion rate to U.S. Dollars will be determined by
MasterCard International or VISA in acc()rdance with their operating regulations or
conversion procedures in effect at the time the transaction is processed. Currently,
their regulations and procedures provide that the currency conversion rate they use
is either Ill a government-mandated rate or (2) a wholesale market rate, whichever
is applicable, in effect one day prior to the processing date. We do not determine
the currency conversion rate which is used. You agree to pay the converted
amount in U.S. funds. In addition, MasterCard or VISA will charge us (the Bank)
an International Transaction Fee, currently equal \() one percent {l.00%) of the
transaction amount. We wil1 charge you the International Transaction fee imposed
on us plus an additional l. 50% of the transaction amount.
10.ANNUAL MEMBERSHIP FEE. Company promises to pa;,_an annual membership
fee of $30.00 for each Commercial Card a issued based on the number of Cards
issued to Company. For Commercial Cards, this fee is payable at the time the Cards
are issued and annually thereafter. This fee is charged whether or not an Employee
uses the Card.
a. Fee Discount. Notwithstanding anything to the contrary contained in this
Agreement, Bank will waive the annual card maintenance ree on the Company
accoun1 and on Cards Issued during the first twelve (12] months of this
Agreement (the first twelve months and each succeeding twelve month period
shall be called the "Fee Discount Period'') if the net monthly purchasing volume
under al! Cards is anticipated to average $20,000 ($60,000 for Purchasing) or
more per month for the initial Fee Discount Period oftl1is Agreemenl The initial
Fee Discount Period shall commence on the first calendar day of the month
immediately following the date of execution of tllis Agreement. For each Fee
Discount Period thereafter, the Bank will waive the annual card maintenance
fee for the Company account and for each Cardholder (Including persons who
become a Cardholder during such Fee Discount Period} if the actual net monthli•
purchasing volume under all Cards during the previous Fee Discount Period
averaged $20,000 ($60,000 for Purchasing) or more per month during such
Fee Discount Period. If the actual net monthly purchasing volume under all
Cards during such Fee Discount Period does not average $20,000 ($60,000
for Purchasing) or more per month, the Bank may charge the annual card
maintenance fee then in effect for the Company ar::count and such Cards for
the following Fee Discount Period for all Cardholders .(including persons who
become a Cardholder during such Fee Discount Period.) The Company shall
not receive a fee discount if the Company was in defuult under this Agreement
at any time during any applicable Fee Discount Period. If the Company Is in
default at any time during such Fee Discount Period, any waiver of the annual
card maintenance fee which would have otherwise been due during such Fee
Discount Period shall be revoked and such fee shall be due and payable and
paid by the Company on the due date of the immediately sur::ceeding monthly
billing statement.
11. OTHER FEES. Company also agrees to pay us the applicable fees list!id below,
which may be increased from time to time by us. Company authorizes us to charge
your Corporate Rewards Card account for the iees due to us. We reserve the right to
waive these fees from time to time. If we incur special expenses on your Corporate
Rewards Card account due to a request made by you, we may also charge you for
these expenses.
If Company requests Employees to have access to Cash Advances, and Employees
uses an ATM not f>wned by us, a fee may be charged by the ATM operator or any
network used (and you may be charged a fee for a balance inquiry even if you do
not complete a fund transfer). We cannot waive these fees.
Automated Teller Machine {ATMJ Transaction Fees:
Cash Advance Withdrawal
>Domestic
> International
*Balance Inquiry
$1.DO
$2..50
$.50
Nate: N/C = No Charge; NIA = Not Applicable; Domestic "' at an ATM irt
Canada, U.S. and its pro1eclorates and territories.
Payable at Time of Request
• MasterCard Temporary Replacement Card
issued by MasterCard International.
Temporary card is good for approximately
1 month and cannot be used in ATM"s.
Domestic Fee:
International Fee:
• Emergency Cash Advance issued by
MasterCard International Is limited to $1,000
or your available credit, whichever is less.
• Copy of Sales Draft
Payable at Time of Delivery
• Replacement Card issued by Birnk of the West
• Returned Payment Check (due to insufficient
funds, stop payment order on your check, etc.)
Automated Termlnat Services.
$125.00
$165.00
$50.00
$2..00
$15.00
$)5.00
a. Automated Terminals. Employees may use their Card to get a Cash Advance in
the 1ollowing automated tennlnals.
• Any automated teller machine (including any ATM we may own) that is
participating in a network and accepts our Card ("Network ATM") and
• Any point of sale terminal that accepts our Card ("POS terminal").
b. Serllices Available at an Automated Terminal. Employees may use their Card
at any Network ATM tm
• Receive their Corporate Rewards Card account balances. These balances
may not include some transactions recently made in that Corporate Rewards
Card account.
• Get a Cash Advance from their Corporate Rewards Card account
c. Point·Of·Sale Terminal. The Card may also be used at a POS terminal to purchase
certain merchandise. The amount of the purchase will automatically be charged
to the Employee's Corporate Rewards Card account as a Purchase.
d-Limits of Cash Advances at AutGmated Terminals. The withdrawal amount
should not exceed the Credit Limit.
12. FEES FOR USING AUTOMATED TERMINAl SERVICES. The fees for using
certain automated terminal services are listed In "Other Fees" section above.
13. CA.RD AND SECRET CODE {PIN] USE. Company is respGnsible for all
transactions in which Employees use their Card in an automated terminal, or the
use of the Carri by anyone else who uses it with Company's permission. Security
in use of the Card is provided by the secret codes, which we w~I provide you a~d
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the magnetically enooded stripe on the Cart!. Please keep the card sate, and also
protect the secret codes. Do not record the secret code on the Cart!. Use the Card
and the secret codes as instructed at all times. Company is responsible for instructing
Employees on card usage and securi1y measures. We will not be liable for your failure
to instruct employees. Please notify us of any mechankal or operating failure in
connection with the use of your Card. The Card remains the property of the Bank
and can be revoked and repossessed at any time. Company must return Card(s) to us
when asked. Cards must not be used after the e)(piration dates.
l4. UNl\UTHORl?gtj USE~ ln the event of possible loss, theft or unauthorized
use of your Card, you agree to notify us immediately. You may be liable for the
unauthortzed µse of any Card issued under this Agreement. You agree to assist us
in determining the facts and circumstances relating to any unauthorized use of a
Card. You will not be liable for unauthorized use that oc::curs after you notify us at
the telephone number or address in paragraph 15, orally or in writing, of loss, theft,
or possible unauthorized use. In any case, your liability for unauthorized use of yom
Card as a corporate rewards card will not exceed 50.00.
1$. WHERE TO CALL OR WJHiE.. If you believe any Cards have been lost or stolen
or that someone has transferred or may transfer money from the Corporate Rewards
Card account or otherwise use the Corporate Rewards Card .account without your
permission, call: 1-866-432-8151 or write to: Bankcard Security Department, P.O.
Box 1959, Honolulu, Hawaii 96805.
16. OUR BUSINESS DAYS. Our business days are Monday through Friday, except
for bank holidays.
17. SECURITY !Ni'ERESi. To secure payment performance of all Company's
indebtedness, liabilities and other obligations under this Agreement and all crther
indebtedness, liabilities and other obligations of Company to Bank of every kind,
direct or indirect, absolute or contingent, liquidated or unliquidated, voluntary or
involuntary, and whether for principal, interest, fees, indemnities, damages, costs.
expenses or otherwise, whether or not evidenced by any agreement, and now
existing or hereafter created. Company hereby grants to Bank a security interest
in and to all right, title and interest of Company in the tollowlng, whether nciw
owned or hereafter acquired ("Collateral"): (a) accounts, (b) documents, (c) chattel
paper, {dJ deposit accounts, (e) equipment, Inventory and other goods, (f) general
intangibles, (g) instruments and promissory notes, [h) cash, (i) investment property,
and (j} proceeds of the foregoing.
a. Continuing Lien. The security interest herein is a continuing lien and
shall not secure or be deemed to secure any indebtedness which
is at the time of its creation subject to the provisions of any state
or federal consumer credit or truth-in-lending disclosure statutes.
To the extent permitted by law, Company agrees that if Company has previously
granted or at any time grants. an additional security interest in favor of Bank
pursuant to any document, that notwithstanding the provisions therein such
security interest shall also secure all obligations and indebtedness arising in
connection with this Agreement. Company and Bank hereby amend any such
document to so provide that the security interest granted therein secures the
obligations of this Agreement.
18. AUTHORIZATIONS BY BANK; DISPUTES WITH MERCHA.NiS. Some
Purchases and Cash Advances will require our prior authorization. We may limit
the number of authorizations we give on a Corporate Rewards Card account on any
day or for other reasons. We will not be liable if a merchant, ATM or other financial
institution does not honor a Card or it authorization for a particular transaction is
not given. We shall have no liability for the goods or services obtained by use of· any
Card. Company shall attempt to settle any claims of disputes for Purchases with the
seller and hereby waives any and all claims against us in connection therewith.
19. DEFAULT. We may declare the entire balance for all Corptlrate Rewards Card
acco~nts due and payable at once with or without notice or demand If any of these
events (a"Default") happens:
a. If you miss a payment under this Agreement or any other obligation you owe
us; or
b. If you violate any terms of this Agreement; or
c. tf any representation or warranty rnade by you to us was or becomes false; or
d. !f you become insolvent or bankrupt, or a petition for relief under the Bankruptcy
Code Is filed by or against you; or
e. If any creditor attempts to attach or garnishee your property; or
t. If you die, or file a petition for relief un~er the Bankruptcy Code; or
g. If we, in good.faith, believe that the chances of you making payments as required
under this Agreement are substantially impaired; or
h. If any default occurs with respect to any guaranty or the occurrence of any event
which renders any guaranty ineffective; or
i. If you or any guarantor fails to pa)' or perform as agreed under any other
agreement you or such guarantor has with us or any of our affiliates.
If you are in Default, we may terminate your Corporate Card account, make no more
additional loans, and require you to immediately repay the entire unpaid balance
of all amounts due on your Corporate Card account, including but not limited to all
loan amounts, late charges and other charges assessed but not paid, and all of the
Finance Charges accrued but not paid. If we terminate your Corporate Card account,
your obligation to repay the amounts you already owe would continue. In addition
to any other right or remedy we have, if you ar;i in Default, we may also increase
your Daily Periodic Rate to .0493%, which nas a corresponding Annual Percentage
Rate of 18% fixed, for the entire outstanding balance, from and after the date of
Default. Your payments under this Agreement, including the amount of the Finance
Charge, Will increase as a result of the increase in your Daily ·Periodic Rate and
Annual Percentage Rate.
20. COLLECTION. Company promises to pay all collectlon costs, including
reasonable attorneys' fees and court costs, permitted by law.
21. RIGHT OF OFFSET AUTHORIZED. In the event of any acceleration of the
balance due hereunder, Company authorizes us to offset the amount due against
any amounts Company has on deposit with us.
22..lf' THERE IS MORE THAN ONE SIGNATURE ON THE APPUCATIOti. If
more than one person or entity is the "Company" on this Agreement, each of you
individually, or all of you together, will be liable under the applica-lion and this
Agreement. We may collect from or sue any one of you, or make any settlements or
extensions with any one of you, without giving up our rights against the other.
23, NO WAIVER OF RIGHTS. If we choose to waive any terms or conditions of this
Agreement on a case-by-<:ase basis, such as by not declaring the entire balance due
when the minimum monthly payment has not been made on time, it does not mean
that we have waived, or given up, our right to exercise any of our rights or remedies
under this agreement in the future. We are not required to use any particular kind
of demand or notice in order to collect amounts due to us under this ·Agreement.
No indulgence or acceptance by us of delinquent or partial payments constitule a
waiver of our rights or of any provision of this Agreement. No waiver of any existing
default shall be deemed to waive ar1y subsequent defautt.
24, WAIVER OF CERTAIN RIG.HTS BY COMPANY. Company, anyone signing
this Application, and any guarantor agree that they will be Hable for repayment
of everything they owe under this Agreement, even if we do not follow all legal
procedures such as diligence, demand, presentment ond notice and protest of
dishonor, which we might be required to follow if It were not for this w•iver.
25. REWARDS ELIGIBILITY.
a. You must be an authorized Corporate Rewards card accountholderto participate
In the Program.
b. The current Annual Membership Fee is a $65 Company fee. This fee will be
charged on a statement shortly after you join the Program and will automatically
be charged each year unless your Corporate Rewards card account is closed by
you or us.
c. Any failure to comply with this Agreement, any fraud or misrepresentation of
any information furnished to us or our affiliates by you, or anyone acting on
your behalf, may result in the termination at membership in the Program and/
or forfeiture of all Points earned under your Ccirporale Rewards card account,
including Points.
d. In order tD earn or redeem Points under the Program, your Corporate Rewards
card account must be open and in good slanding. An account is no longer
in good standing it the payment is not received by the due date, subject to
bankruptcy, involved in rraud, charged off, otherwise in default under the terms
and conditions of your Corporate Rewards card Agreement, or closed by you or
us. Detennin;itions of what constitutes a closed account will be made in our
sole discretion.
26. ACCUMULATION OF REWARrl POINTS. Each company_ wlll earn cine (1)
Reward Point ("Points") for each one dollar ($1.00) spent on each Card for eligible
purchases of goods or services ("Purchases"). Cash advances, cash equivalenls,
finance charges, annual fees, late fees, over-limit fees and other Corponile Rewards
card related fe.es do not earn Poirr'.s. Points will be deduct~ for any returns or
credits made on your Corporate Rewards card account.
a. The Company may earn a maximum award of 1,000,000 Points per year for
Purchases made with the Corporate Rewards card accounts.
b. Points earned, redeemed, and available will be printed on the Corporate Rewards
card periodic statement.
27. REDEMPTION OF POINTS. In tlrder to earn or redeem Points under the
Program, the Corporate Rewards card account must be open and in good standing.
a. Rewards may be redeemed in any designated individuars name, but can only
be redeemed by the Company's C<ird Administrator. Points are considered fully
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redeemed when a reward is issued or mailed to you. If your requested travel
exceeds the maximum ticket value, you must pay the dffference even if you have
the required number of points.
b. Points may be combined from designated Corporate Rewards card accOtJnts to
earn a reward. All rev.-ards may not be used in conjunction with any other type
of promotion, frequency reward program, or certific:ate(s).
2:8, TERMINATION OF POINTS. Accumulated Points do not ronstitute your property
and cannot be bought, sold or transferred in any way. Any vlolatnr of the foregoing
restriction is subject to Corporate Rewards card account termination, deduction of
Pnints from his or her Corporate Rewards card account, and/or liability for damages
and litigation and transaction costs. You or anyone claiming through you, are not
entitled to compensation from us or anyone else if Points are lost or terminated in
any way.
29. LIMITATION OF LIABILITY. Neither we, nor any of our agents shall be llablefor
any bodily harm and/or property damage which may result from yo~r partic:ipation
In the Program nor for the performance by the rewards provider. We do not endorse,
guarantee or warrant the goods and services e>ffered by any airline, cruise provider,
lodging establishment or any other vendor participating in the Program. To the
fullest extent permitted by law, we and any of our agents hereby specifically disclaim
any representations or warranties, express or Implied, regarding the Program,
Points, travel awards, and any products or services, including any warranly of
merchantability or fitness for a particular purpose or impl led warranties arising trom
course of dealing or course of perfarman'ce.
30. CHANGING TERMS. We can change, add ta, delete or otherwise modify the
terms of the Application or of this Agreement at any time in any way permitted
by law. We will notrty yDU of changes to this Agreemenl al any time in any way
permtl:ted by law. CDmpany agrees that the change may cover all transactions made
on or before the effective date of the change and any outstanding unpaid balances
at that time. We do not have to send a notice of the change if it fa\1ors you, such as
by reducing rates, increasing the maximum Credit Limit, etc
a. We reserve the right to terminate the Program or to change the Program rules,
benefits or Points levels, in whole or in part, at any time with or without notice,
even though changes may affect your ability to use accumulated Points. Your
continued participation in the Program after any change shall be deemed to be
your acceptance of any such change. If you do not agree to any change of this
Agreement, you must immediately cease participation in the Program. The
accumulated Points do not entitle you to any vested rights with respect to Points
credits, awards or benefits. We will attempt to give advance ootice to you before
terminating or making changes to the Program, unless immediate changes are
required by law or by other circumstances beyond our control.
31. CANCELING Tl-llS AGREEMENT, We have the right to cancel this Agreement
at any time by sending a notice to Company. Company has the same right to cancel
this Agreement at any time by sending a notice to us at BankCard Center P.O.
Box 1959, Honolulu, Hawaii 96805. If this Agreement is cancelled, Company's
obligation to repay amounts it already owes under this Agreement and credit
extended made by Employees before surrendering all Cards to us would continue.
The Cards issued under this Agreement remain our property and must be returned
when this Agreement is cancelled, when any Employee's authorization is revoked by
Company, or. upon our reqoost.
32. OTHER AGREEMENTS. Use of your Card is subject to the temns of existing
regulations governing deposit accounts and other agreemems and disclosures for
your checking, savings and Corporate Rewards Card accounts. and any future
changes.
33. MISCELLANEOUS. By signing the Application, Company agreed thab
• When we give Company notice, we may give the notice by mailing it to Company
at the address shown in the application or at any address the Company may later
give to us in writing:
• This Agreement will be governed by the laws of the Stale of Nebraska, and, as
applicable, federal law, regardless of ~here the Purchase5 or Cash Advances
are made.
• Our supervisory personnel may listen to and record your telephone calls to us for
the purpose of monitoring and improving the quality of service you receive.
• Company will not assign this Agreemen1 to any other entity or person, including
any purchaser of Company's business or any company into which Company may
be merged, without our written consent
• Company will notify us promptly in writing of any (i} changes to Company's
name, address, legal status or corporate structure, or (ii) the occurrence of
any default on Company's part under the terms of this Agreement; or (iii) any
litigation or claims of any kind which might subject Campany to any liability
exceeding $10,000.
• You will consult your tax advisor concerning any income orother tax consequences
that may be related to the Program. Uabili1;y for any applicable federal, state or
local tax arising out of the accumulation or redemption of Points shall be your
sole responsibility,
• The Program is void where prohibited by federal, state or local law.
COMMERCIAL CARD AGREEMENT
(CORPORATE REWARDS CARDS)
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Exhibit N-"Bring-Down" Letter dated 1/24/2014
3-171
Lori Becker
Vice President
January 30, 2014
City of Rancho Palos Verdes
Attention: Dennis McLean, City Treasurer
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275-5391
RE: General Banking Services
Mr. McLean,
BANKMf,W"EST Government Banking Division
Senior Relationship Manager
We refer to our proposal dated October 22, 2012, relating to General Banking Services. We affirm as of
the date hereof (and as though made on the date hereof) all statements made in that proposal remain
unchanged· as presented in that document, except for those revisions that are now reflected in the
proposed Umbrella Agreement for Banking Services, and Exhibit B thereto, which deals with pricing.
Due the passage of time from the date on which the proposal was submitted to the City and now, the
proposed pricing as displayed on page 2(of32) of the proposal is amended to read as follows:
"The bank will offer a floating earnings credit rate (ECR) of 0.22% over the Bank's "standard rate,"
which standard rate is subject to periodic changes. The ECR will be applied with the option of monthly,
quarterly or annual settlement. The standard rate ECR is presently 0.20% for balances in excess of
$400K. All deposits will be fully collateralized or insured by the FDIC; and, the Bank will waive the
10% reserve requirement fee for the contract term. The Bank will waive all bank fees, including those
associated with implementation and startup, for the first three (3) months of the contract term. We offer
the City a contract tem1 of four (4) years with the opportunity to renew at the discretion of the
Treasurer/Finance Director. In addition to regular communications, a formal relationship review will be
conducted by the Bank at the end of 90 days to ensure all services have been implemented fully and
correctly."
This letter is solely for the City's use in the approvals of the agreements required to carry out the services
described in that proposal, and it is not intended to offer such temlS to agencies other than the City.
This letter will be attached as Exhibit N to the definitive "Umbrella Agreement for Banking Services" that will be
presented to the City Council of the City for approval at its regular business meeting to be held on Febrnary 4,
2014.
Sincerely yours,
Lori Becker
Vice President
EQUAL HOUSING
LENDER
lori.becker@botw.com
Government Banking Division
Lily Ng
Vice President
4400 Macarthur Blvd. Newport Beach, CA 92660
(949) 797-1935 FAX (866) 235-9308
Member FDIC
3-172
BEST PRACTICE
Procurement of Banking Services (1997, 2004, 2005, and 2010) (TIM)
Background. State and local governments use a wide variety of banking services for the deposits, disbursement,
and safekeeping of public funds. Prudent procurement practices require the reevaluation of banking services on a
periodic basis. In addition, continual changes in technology, treasury management practices, and banking industry
structure offer public funds managers opportunities to reevaluate banking services and costs.
Recommendation. The Government Finance Officers Association (GFOA) recommends that state and local
governments establish a procurement process and assure periodic reviews of banking services. Adhering to a
defined due diligence in selecting banking services and establishing proper controls will help a government
achieve its objectives of appropriate and cost-effective banking services while protecting its funds and reducing
risk to its reputation. Governments should consider including the following practices in their procurement of
banking services:
1. Periodically initiate a process of competitive procurement in accordance with the state and local laws and
regulations, for major banking services. The process should use a request for proposals (RFP) that should
include services, fees, earnings credit rates, and availability schedules for deposited funds. In addition, it is
important to utilize independent bank evaluation services to verify creditworthiness of the financial institution
prior to award of a contract and throughout the contract period.
2. Have contracts for banking services that specify services, fees, and other components of compensation. If
applicable, this should include tri-party depository contracts that require that the custodian complies with
collateral requirements.
3. Identify a primary relationship manager who will serve as a central point of contact, understand the needs of
the entity and be able to offer recommendations for service improvements.
4. Evaluate the relative benefits and costs of paying for services through direct fees, compensating balances, or a
combination of the two (blended). Factors to consider in this evaluation are the earnings credit rate, reserve
requirements and insurance fees on deposits.
5. Evaluate the government's needs in comparison to the costs and benefits of specific banking services,
including:
• Electronic
balance and transaction-reporting services (image access and usage)
stop payments
payment capabilities
deposit capabilities
transmitted analysis and statements
digitized storage of paid checks and statements
stale date check management
access to safekeeping/custodial information
access to investment performance reporting
• Accounts
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controlled disbursement
collection account
zero-balance
interest-bearing
investment sweep account
• Security features
positive pay services including payee positive pay service (which is payee matching)
reconciliation services
Automated Clearing House (ACH) blocking/filtering services
check to ACH conversion
Non-sufficient funds (NSF)/ ACH conversion for representment of NSF check (Represented Check
Entries, RCK)
collateral requirements (reporting by the custodian required)
• Treasury management services
lock-box services
credit card receipt merchant services
safekeeping or custody arrangements (delivery versus payment, DVP)
procurement cards
stored value (payroll) cards
Web links for Internet payment for services
6. A treasury management review and comprehensive evaluation should be performed prior to the issuance of an
RFP to ensure that the treasury manager asked for all required and optional banking services. Consider using
a Request for Information (RFI) or meeting with several banks in advance of the RFP process to determine if
there are any products/services available that your jurisdiction would be interested in adding. This preliminary
work is necessary periodically to take advantage of changes in banking services and technology as new
services become available. In the event that these services are procured through the use of a request for
proposal, the request for proposal and the vendor response should be included as part of the contract.
References.
• An Introduction to Treasury Agreements, Linda Sheimo, GFOA, 1993.
• An Introduction to Treasury Management Practices, GFOA, 1998.
• Banking Relations: A Guide/or Governments, Nicholas Greifer, GFOA, 2004.
• GFOA Best Practice, Collateralization of Public Deposits, 2007.
Approved by the GFOA's Executive Board, March 5, 2010.
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