RPVCCA_CC_SR_2014_02_18_04_Banking_Services_Bank_of_the_WestCITY OF RANCHO PALOS VERDES
MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
REVIEWED BY:
HONORABLE MAYOR AND MEMBERS OF THE CITY COUNC~
DENNIS McLEAN, DIRECTOR OF FINANCE & INFORMATION~
TECHNOLOGY
FEBRUARY 18, 2014
BANKING SERVICES -BANK OF THE WEST
CAROLYNN PETRU, ACTING CITY MANAGE~
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, the City's Financial Advisor and the City Attorney's Office recommend that the City
Council adopt the attached Resolution and thereby approve the attached Umbrella
Agreement and the exhibits thereto, which establishes a commercial banking relationship
between the City and the Bank of the West.
The Staff Report that was prepared for the February 4, 2014 City Council meeting (copy
attached) summarized the process and outcome of the successful negotiations with Bank
of the West and the significant provisions of the contract documents. Subsequent to the
issuance of the February 4th Staff Report, several minor revisions were made to the
proposed Umbrella Agreement and Exhibit G -Contract for Deposit of Public Funds, a
part of the proposed Umbrella Agreement, with concurrence of both Bank of the West
and Staff. Therefore, the Umbrella Agreement and Exhibit G that were attached to the
February 4th Staff Report have been replaced by the revised Umbrella Agreement and
Exhibit G, which are attached to this Report. A summary of the revisions to each
document follows:
4-1
BANKING SERVICES -BANK OF THE WEST
February 18, 2014
Page 2of2
Minor Revisions to Umbrella Agreement -Section 12. Indemnification
1) Section 12(a) addresses the Bank's duty to defend and indemnify the City and the
City's elected and appointed officials, officers, employees, and agents from claims
resulting from the Bank's negligent or wrongful conduct. In Section 12(a)(1), (a)(2)
and (a)(4), the word "lndemnitees" has been corrected to read "City lndemnitees"
to collectively refer to the City and its elected and appointed officials, officers,
employees and agents.
2) Section 12(b) addresses the City's duty to defend and indemnify the Bank and the
Bank's officers, employees and agents from claims resulting from the City's
negligent or wrongful conduct. In Section 12(b)(1), (b)(2) and (b)(3) the wording
"lndemnitees" has been corrected to read "Bank lndemnitees" to collectively refer
to.the Bank and its officers, employees and agents.
Minor Revisions to Exhibit G -Contract for Deposit of Public Funds of the Umbrella
Agreement
1) In Sections 4, 6 and 7, the "Deposit Account Disclosure for Business Accounts"
was incorrectly labeled as Exhibit 0. There is no Exhibit 0. The designation has
been corrected to read "Exhibit K' in several places.
2) In Section 8 and Section 9, the word "Depository" is misspelled in several places
as "Depositor'' or "depositor''. The wording has been corrected to read
"Deposito,.Y' in each place.
3) In Section 8, the Contract incorrectly refers to "Section 56 N" of the Cash
Management Terms and Conditions. The wording has been corrected to read
"Section 56(n)".
4) In Section 8, when referring to the definitions of "Sweep Account" and "Target
Balance", the Contract incorrectly refers to Exhibit D. The language should have
referred to "Exhibit I', which is the exhibit designation for the Cash Management
Terms and Conditions. The wording has been corrected in several places to read
"Exhibit I'.
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
Staff Report, BANKING SERVICES -BANK OF THE WEST, dated February 4, 2014
4-2
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
\J\!HEREAS, on June 1, 2013, the City Council directed City staff to commence
negotiations 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 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
R6876-0001\1687829vl.doc 4-3
(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)
R6876-0001\1687829vl.doc -2-4-4
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 tenn 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 tenn"), 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 an1endments 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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1687756-l 4-5
("Code"). Banlc 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. Banlc shall perform banking services ("Services") for City in accordance
with the documents attached hereto as Exhibits A through N, described as follows:
Exhibit A: Banlc's Proposal for Banlcing 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, perfom1 all Services described herein. Bank represents to
City that Banlc'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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1687756-1
4-6
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 tenns; 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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1687756-1 4-7
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
Service's 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 tennination. 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
pennissible 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 tenninate 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
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1687756-1 4-8
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
accord~ce 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 perfonnance 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 oftime as may be required by law.
11. WARRANTIES. Bank shall wanant 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
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!687756-1 4-9
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 "City Indemnitees"),
free and harmless from all claims, liabilities, suits, actions, expenses, costs or financial 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 City 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 Indemnitees 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).
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1687756-1 4-10
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.
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 Indemnitees 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 "Bank
Indemnitees"), free and ham1less 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 Banlc), 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 Bank
Indemnitees in any action or actions filed in connection with any such Claims with counsel of
Bank's choice.
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1687756-1 4-11
2) City shall not be required to defend, indemnify and hold harmless the
Bank Indemnitees for any Claims to the extent arising out of or resulting from any of the
following:
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 m~terial 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) of this Section 12(b) shall relieve City from the
duty to defend, indemnify and hold harmless the Bank Indemnitees 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.
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1687756-1 4-12
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.
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
perf01mance 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
perfonnance 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
Page 9of14
1687756-1 4-13
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 perfonnance 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,
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 infonnation 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 pennitted 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 discovery 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:
1687756-1
To City: City of Rancho Palos Verdes
30940 Hawthorne Blvd
Rancho Palos Verdes, California 90275
Attention: City Manager
With a copy to: City Treasurer
City of Rancho Palos Verdes
Page 10of14
4-14
To Bank:
30940 Hawthorne Blvd
Rancho Palos Verdes, California 90275
Attention: City Manager
Attention:
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 tem1s
and conditions of any Exhibits A through N, attached hereto, and/or (c) either Party'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
an1endment 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.
Page 11of14
1687756-J 4-15
22. WAIVER. 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.
23. SEVERABILITY. If any term 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. ATTORNEY'S FEES. The prevailing party in any litigation brought in any federal or
state court to enforce any provision of this Umbrella Agreement, or any provision of Exhibits A
through N, or any of them, will be entitled to recover reasonable attorney's fees and costs
incurred in connection with the arbitration or litigation, through final decision, as established by
a court or jury. This provision supersedes any attorney's fee provision contained in Exhibits A
through N, or any of them.
27. 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 paiiies 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
Page 12of14
1687756-1 4-16
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 ofthis 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.
28. AMENDMENT. This Umbrella Agreement may only be modified by written
amendment signed by authorized representatives of both parties.
29. 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.
30. 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.
31. 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.
32. SURVIVORSHIP 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, 30 and 31 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
BJ,/~~
J;lame:/iOiecK:er
4:.i:tre:'' Government Banking Manager
] By: _________ _
Name: Je1ry Duhovic
Title: Mayor
Page 13of14
1687756-1 4-17
[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 certtfied copy of a
corporate resolution attesting to the signatory's authority to bind the corporation.]
Attest:
City Clerk
Exhibits:
Exhibit A:
ExhibitB:
Exhibit C:
ExhibitD:
ExhibitE:
Exhibit F:
Exhibit G:
ExhibitH:
Exhibit I:
ExhibitJ:
Exhibit K:
ExhibitL:
ExhibitM:
ExhibitN:
1687756-1
Bank's Proposal for Banking Services, dated 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 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 14of14
4-18
Exhibit A-Bank's Proposal for Banking Services, DTD October 22, 2012
4-19
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
g 949.797.1935 ~ 866.235.9308
lily. 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 ~ 310.791.8408
pearl. shields@bankofthewest.com
BAN KRt£W'EST
Barbann Ramay
Vice President, Sales Consultant Ill
Cash Management
4180 La Jolla Village Drive, Suite 405
La Jolla, CA 92037
~ 858.352.0035 A 858.457.1748
barbara.ramav@bankofthewest.com
Member FDIC
4-20
October 22, 2012
City of Rancho Palos Verdes, CA
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Cover Letter
A TT: 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 servicing
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.
2~
---------------KA.'<K-'i;,\X·l<~ST ----------------
Your Partner in Serving the Public Page 2 of 27
4-21
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.
Pricing
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.
o 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.
~
---------------BA.NK'f;r\Xl::ST ---------------
Your Partner in Serving U1e Pubiic Page 3 o' 27
4-22
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
i::-mail: lori.becker(/i),banlwflhewest.com
.,. Panne;ship
./ ColiaboratiD-1
./ Excelltlnce
,!1f! ..
-----------------flA.'IK!~,\XES"J" -----------------
Your Pa:t1er in Serving the Pub!ic Page 4 of 27
4-23
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
a~~
---------------HAt\Kiitc\XLST ---------------
Your Partner ir SeMng the Public Page 5 of 27
4-24
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 3rd largest bank in California with $62 billion in assets and a
Tier 1 Risk-Based Capttal 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
fu>tail BM!ting Loc:imms
ATM>
2JJ l l Charlmbfe C.ontdbunorn
CREDIT RATINGS
;., orod;otzc11
Stae<Wd & P-'• .
l\.!o<>dy's
Fitth
CAPITAL RATIOS
M ora.s1;so120t i
Tier l Ruk,B"'ed Oipita! lUtio
T<>ral R.J.do.·13..ed Capital Ratio
TJ,,,J~Ratlo
$62.7 billion
$64.8 blftkm
$44.S bll!i<m
6SO
707
L7rnlilion
l0,105
$5.9 million
u:.s1%
16.07%
l.2.41%
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.
~
----------------Hk'-IKff.c\~ES'r ----------------
Your Partner in Serving the Public Page 6 of 27
4-25
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.
Torr.a-nee·
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
Compton "
_)~~'-~Hffn:-~:hon ,, ·1-Y·~ "'l!'t:"" '··'·:., ,.,-. ,:t~-0tt'"! t Q'1\f
~·~' iJ't::J-:C,.,ii
·. ;:·
~
.~
------------------RA:"><K-f.MXEST ------------------
Your Partner in Serving the Public Page 7 of 27
4-26
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, CASBO, GFOA,
ACWA, CSDA
:ml
---------------l:lANK-!!i,""Eei'I"---------------
Your Partner in Serving the Public rage 8 of 27
4-27
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 .
. !l!l
---------------HANK:·r,,,\\;·~;ST ---------------
Your Partner in Serving the Public Page 9 of 27
4-28
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.
~w
---------------f;Al\K+l\c\\EST ---------------
Your Partner in Serving the Public Page 10 of 27
4-29
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.
Jose Julian, Treasu
CITY OF MISSION VIEJO
200 Civic center, Mission Vie·o, CA. 92691
------~---~~------~~~-----n
949-470-3059 Fax: 949-581-3528
Jose Gomez, Finance Director
CITY OF SANTA FE SPRINGS
11710 Tele raph 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 ST ANTON
7800 Katella Avenue, Stanton CA 90680
714 890 4226
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Your Partner in Serving the Public Page 11 of27
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City of Rancho Palos Verdes
RFP for General Banking Services
Tab D -Account 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
Depository Account
·Branch Deposits
-Remote Deposits
·ACH Credits
(Zero Balance Accounts)
Merchant Services Account
-debits!credfts
This simple zero balance structure provides the City separate accounts for ease of reconcHiatlon while maximizing
fraud prevention coverage.
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Your P<3rtner in Serving the Public Page 12 of27
4-31
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, Urning 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 responsibflity. Following is a sample implementation process:
KICK OFF MEETING
j Schedule with die City
i
!
j
i DETAJLED ACCOUNT
l STRUCTIJRE
' l Confinn account struc:ture
! and solutions 1o be i implemented
i
IMPLEMENTATION DATE
Agreed upon by an parties based on
IM product solutions
.. ., ......... --·····-· ""·-············ .......................................... ______ ...... ...
POST IMPLEMENTATION
SUPPORT
Q After implementa1ion, ·• ·. \, ==~:~k$t
· .. i ~-' ) 1 wm support ongoing servicing
.---0 DEDICATEOCUSTOMER
·-• :· SERVICE
°"" .. -. · to ensure smooth transition .~. · .. •·.· ,, .• ·,:· ... '
/
Included in !he flnal meetings
;_ /: ,;; after knplementalion
SCHEDULED WEEKl Y MEETINGS
Agreed upon to ensure implementation
dale is met
'
! ..... , ... _., ............. ········---.................. ················· -------....... ----·------·-·················-................ _ .................... _ ...... ---·-···--·-·······-·--·····"················""•'······-~---------~------.J
Bank of the West's relationship team will manage the implementation of the City's services. ft
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.
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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 Bank, implementing service for a new treasury management customer begins with the
receipt of 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
·-·-~
CheckinQ Acco~!!_L 2 days
_lQfQrmation Reporting 7 days
Money Transfer Service 7 days
Tax Service 7 davs
Zero Balance Account 7 days
Direct Deposit Service Up to 30 days ·-·--· Positive Pay ___ __J::!_e_!~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
T!IRGET ST ART DATE:
TARGET Lii.i: DATE:
r-----i--~~~~~~~---------F-'=:...---"f----t·--------~---·--·~------
7d•y• '1%
L._,___ Zero Balance Account s da s
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Your Partner in Serving the Public Page 14 of 27
4-33
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:
... .... -...
Ull ~~UH'Si~h~J;.i; "f. <t..
:;Jik1:rA7'a"Q•
'"'~"''r.-t;.. 'lh•' u.to"1::i''
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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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
• ePayables
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
infonnation, 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 ALTERNATIVE: 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 counr', 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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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
• Effective, earty detection of unauthorized
payments
• Minimize risk and improve overall cash
management
• Reduce potential for loss due to fraud
f------------------i--------------------------
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
• 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
Pay for municipal agencies who do not need ; • Save time and resources -we submit a list
Account Reconcilement functionality of checks to the City for a pay or return
decision
• Provides efficient identification of fraudulent
activrties on City accounts
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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
WebDirect:
• 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:
lmageExoress 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
'make deposits right on site. AU 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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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
DDA 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. In
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.
Ftexibifity-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 AM 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.
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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.
_IS_~y_l!jghlig_f_!ts_:_ __________ . ___ . ____ .
------·------·····---·----·----------·--------~
II>-Interchange Pass-Through Pricing Model -The City will enjoy a fixed processing
assessment of 0.10% +$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.
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4-40
I
City of Rancho Palos Verdes
RFP for General Banking Services
~ 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 Tenninal. 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.
II>-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 for business licensing and permitting; it is already
certified to Elavon's VirtualMerchant Payment Gateway and Virtual
Terminal. 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.
VirtualMerchant License (up to 5000 Users) $395.00/0ne-Time
VM Monthly Subscription $14.95/Month
MagTek Mini Wedge -USB (PC Card Reader) $89/per unit
MagTek iOynamo (Card ~eader -Apple Devices) -$84/per unit
MagTek BulleT (Card Reader-Blackberry and Android) $79/per unit
,,2'.,
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City of Rancho Palos Verdes
RFP for General Banking Services
While using VirtualMerchant, the City can implement VirtualMerchant
Mobile as a secure, complete payment solution that transfonns 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, iPad™ and iPod
Touch™, Blackberry Storm™. Cwve™ and BoldT; All phones operating on Google Android version 2.0 and higher.
The 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 Vx5701P, 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
existing internet connection you can experience the convenience of 2 to 4-
second transactions without the cost of a dedicated phone line.
VeriFone VX 570 IP Terminal/Dial Purchase
VeriFone VX. 570 IP Terminal/Dial Lease
~
$645.00/0ne-Ti me
$38/Month
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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
Please refer to the following page for further proof of our dedication to customer services and strong
communities.
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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 Long-term Short-tenn
Ratings deposits deposits
Standard & Poor's A A-1
Moody's A2 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.
.:mt
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4-44
AVAILABILITY
City of Rancho Palos Verdes
RFP for General Banking Services
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 vautt, or any other department/office, will receive collected funds in accordance
with the following schedule:
•
•
•
Bank of the West checks
U.S Government Checks
Financial Institutions
In district Institutions
Out of State
Other checks: Canadian, Foreign*, Country*
Same Day
One Day
One Day
One Day
One Day
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 NP payments, travel and entertainment
Bank at Work-free and discounted services for your employees
ZBA A,ccounts--checking accounts automatfcally 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.
&j!t
---------------HANK!~;,\\EST---------------
Your Partner in Serving the Public Page 26 of 27
4-45
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: emaU 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 Mag is 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 and the inventory list for investments
9-1 O: 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 questfons on account activity/volume
,!!!~
---------------BA~Kilk\,·f.~ST.
Your Parlncr in Serving the Public Page 27 of 27
4-46
Attad11hent}i\ . .;; <3~nfbti:lff.8artk:'Inte>:rmatiO.ti : : t \ r:' .... _ ... _.-. .. ···"" p:rn:;;:~y·.' c
General
Please list the closest branch to City Hall 23865 Hawthorne Blvd, Torrance, CA 90505
Does your bank meet the statutory coltatera\ization
requirement? Yes
Does your bank outsource administration of the statutory
collateralization requirement? No
Is yoru bank currently an eligible public depository? Yes
Is any of your transaction processing outsourced? No
Financial Information
What is your bank's earnings credit rate? 0.65
Credit Ratings Long-term Short-term
Standard & Poor's A A-1
Moody's A2 P-1
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
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.
Is there a pre-notification policy and cost? The charge for a prenotes is $.03 each.
Does your bank have security measures for ACH filters
and blocks? Yes.
Online Bankino Services
Does your bank's online service interface with Tyler's
Munis ERP Solution? Yes.
Has your bank ever had any interface challenges with No.
Does your bank provide training for online services?
Does your bank have the fo!lowing online capabilities?
Daily ACH with full addenda information yes
Current day reporting yes
Intra day reporting yes
Transfers between accounts yes
Initiation of stop payment orders yes
Initiation of ACH transactions yes
Online cleared check information/images yes
Multi-leveled security administration requirements yes
Training for administrator yes
INTERNAL CONTROLS
Multi-leveled security administration requirements Ives
Page 1
4-47
City of Rancho Palos Verdes
Banking RFP
1~:~ti~~.h"rngntl:t;i~:4:(~,~'tt¢ta~"tr~~~~'.ttJ6W~v oiUm'e$~:.::·,;,,~;:1~,·'·>~~,·\•·:'(· ;y:'.i: ··';-,;tt~::~"~':::·
Price J Projected
i Monthly per 1 Monthly Balance Required
i Averaue Unit ! Fee for Free Service
I GENERAL ACCOUNT SERVICES ! i
Account Maintenance 3 $7.oo i $21.00 $47,497.17 I
Direct DOA Statement per account 3 $0.35 j $1.05 $2,374.86
I 1---------------------+---------t-------------t----------------------
DEPOSIT SERVICES 1------------------;------;-----1----------------------<
Banking Center Deposits 18 __ ~-----~o_.5_0-+--__ $_9_.o_o-+--___ $_2_0~,3_55_._93---<
r Night Drop Deposits --------------------+----.;:;.22:c..+---'$--'-0.:..:.5..:.0-+-----'-$-11_._00--+----'--$2_4__,__,8---'7_9_.4_7----1
I Currency/Coin Deposits per $1O_QJ3:...;C'-----+-----'5:...4---1----'-$0--'.-'-14-+----'$'--7--'---.5-"6-+-------'$'--1--'-7_,_,0--'-9..._8 ._9_8--i
Currency/Coin Deposits per $100 ND __ --+-----=--24-+---'$--'-0-'-.1_4-+------'--$3_._36--+----$'-7__,__,5_9_9_. 5_5----1
Checks Deposited -----··------+----27_0_.....--'-$_0.'-'-0_4+-----'-$1_0_.8_0-+---S-2_4...._,4_2_7_.1_2-;
PAPER DISBURSMENT SERVICES
General Checks Paid --Truncated 250 $0.04 $10.00 $22 617.70
~S_t_o..__oP_a_,__vA_u_to_m_a_te_d _______ ---;--___ 1 __ +---'$_7_.5_0--+--~$7_._50--+---~$1_6~,9_6_3_.2_8-i
Manual Stop Pavments 1 $7.50 $7.50 $16,963.28
1~----·----------+----+-----t----~--t---·-----------
GENERAL ACH SERVICES
ACH Monthly Maintenance 1 $20.00 $20.00 $45,235.4_Q_
~A_C_H_B_lo_c_k_s ------------1-----3_5_!--___ l1_,QQ__ ______ $.:....· 3 __ 5_.o_o-+ ___ $;.....7_9_,___, 1_6_._1 _.9_5---j
1-A_C_H_B_lo_c_k_M_a_in_te_n_a_n_ce ______ ---;---------~-_____ __:$_,.5.:..:.0:.-=0---+----"-$--'-15---_o.::..o ---+------'--$3_3'--''-'-92--'6_. 5--5___,
ACH Input --Echannel 2 $0.00 $0.00 $0.00
ACH Credits Received 75 $0.06 $4.50 $10,177.97 ---------------------!-----'---'--<--:.......;.;:..;;.....1----'-------=-----i-------'-----'-----I
ACH Debits R:c=:e=-ce::.:.iv-'-'e;..;:d'----------+----'-1..:..5--+---'$c..::0__;0;..;:6-+----'-$-0._9-'-0---+------'--$2__,,-'--03-'-5.__.5_9_,
--~9J:l_Reports 2 $0.35 $0.70 $1,583.24 i
INFORMATION SERVICES ------'--'-'---_;_.:__;_--=--'-'-----------+----+-------+------+----------1
Subscription Fees 1 $10.00 $10.00 $22,617.70
Direct Previous Day Max Item 350 $0.06 $21.00 $47,497.17
Direct Current Day Max Item 250 $0.06 $15.00 $33,926.55
1 PDR Items Stored 2 months 1,500 $0.00 $0.00 $0.00
i 3 $8.00 _ _J__,_, Premium PDR Account -'--------'$_2_4._00 __ -------'--$5_4__,__,2_8_2_.4_8___,
4-48
.~tt~P~rr!~~l'~~t1@'~fi~r~_L_~r~;f~:!~tifi#~K~tQ~~;~bf},;:t~~~3:m:17~;f]g'.\'J~\;:~~~t~1'.Ia~,H!~:~';FhtU:r7C~:'.r,,BG'.:
.Mr;f#naQt'.C~ta:s~J;vices:i~,,~:Vie!N"~~o:z~,\\tEtf'\~.~:~:;/,:;~;"''i'::--,ji;'tH~~PiHt:ltem~~orr:~:i~!~1t~i~~'.sf~e1ctl~r9~'.;~:~:,
Retail Sales/Permits
Fees
Card fees per transaction IZ) 0, 10% + $0, 10
Batch Settlement fee oer transaction $0,00
Visa zero floor limit fee per transaction (1 )$0,10
Visa misuse of auth fee per transaction ('} $0,045
Visa inti service fee per transaction Pl QA%
US cross border fee per transaction DADO%
Monthly Statement tee Monthly $5.00
Quarterly Maintenance fee Quarterly NIA
Service Charaes
Gross monthly charaes oer card (both credit and debit) Monthly NIA
Visa credits transaction fee per transaction 12)$0, 10
Visa debit returns trans fee per transaction 12>so.10
Electronic Authorization/Access fee -Discover oer transaction 121 $0, 10
Electronic Authorization/Access fee -Visa & Master per transaction 12)$0, 10
*Charoeback or Return Item Fees oer item $15,00
*PCI Prooram Fee Monthly $7,00
*Monthlv Minimum Processina Fee (if necessary) Monthly $35.00
Online Business Licenses
Fees
Card fees oer card holder transaction (2 ) 0.10% + $0,10
Batch Settlement fee oer transaction $0.00
Internet AVS Authorization fee oer transaction
131 Gateway Monthly UsaQe fee Monthly (3)$14.95
Address Verification Service -CNP AVS fee pre required transaction 11 >0,025
Visa misuse of authorization fee per transaction (1) $0.045
MC orocessina integrity fee per transaction 111 $0,10
Monthly Statement fee Monthly NIA
Quarterlv Maintenance fee Quarterly NIA
Service Charaes
Gross monthly charges per card (both credit and debit) Monthly NIA
Page 1
4-49
Visa credits trans fee per transaction <2i$0.10
Electronic Authorization/Access fee per transaction <2J$0.10
*Charoeback or Return Item Fees per item $15.00
~pc1 Prooram Fee Monthly $7.00
""Monthly Minimum Processing Fee (if necessary) Monthly $35.00
(1} Published Fee/Assessment Pass-Tnrough .
(2) Proposed Merchant Pricing: Interchange pass-through models remain the most transparent method of merchant services pricing. Upon migration
(3) Elavon Virtua!Merchant Gateway and VirtualTerminal
Page 2
4-50
Given today's market environment, Bank of the West is pleased to offer rhe City our preferred
government rate of 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 Dailv Collected Balance * CECR-Reserves)
366 (leap year) * Actual Days in the month
E xa.mp e:
Rate
Average Daily Balance $ 3,000,000.00
Less Reserves ( 10%) 0.00% * $ -waived
Average Investable Balance = $ 3,000,000.00
Annual earnings
ECR calculation -annual 0.58% * $ 17,400.00 allowance
Divides by days in a year 366 I $ 47.54
Multiplied by days in a Monthly earnings
month 30 * $ 1,426.23 aHowance
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.
4-51
Exhibit B-Pricing Pro-Forma
4-52
Exhibit B
FDIC Assessment @.,/o /SP/lft/ !-<)
Depository Services (in units)
Account Maintenance
B~nking 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 ltem
Wire Transfer (in units)
Monthly Maintenance
11/02/13 (00127307.pdf)
-$5,738,
880
2
53
0
210
278
1
22
74
2
0
100
1
13
2
70
21
1
Page 1 of2
:.;· ...
-$3,645, $3,279,
304 460
2 2
21 36
35 20
258 236
336 475
2 1
23 22
82 86
2 2
118 31
44 62
1 1
3 2
13 13
2 2
79 82
23 21
1
4-53
Information Services (in units)
Online Subscription 1 1
Info Detail Notification 10 10 10
Subscription Business Banking 1 1 1
Premium PDR ITM Stored 2 months 1,121 1,148 1,212
11/02/13 (00127307.pdf) Page2of2
4-54
Exhibit C-Sample Authorization Letter
4-55
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: Signatory Authorizations for Banking Services Agreement between City of Rancho Palos
Verdes and Bank of the West
D3ar 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 authorizrtilteMiy:rlo sign the Umbrella Agreement for
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 wffh 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 contra::! wth Bank of The l/'Jf:;t, I designate the following individuals
as authotized signers on any a::counts that may t:e established on t:ehalf of the Oty in connection with the
Umbrella Agreement.
Qty Manager,
Dai:tity Qty Manager, Cardynn Petru
Orector of Finance and Information T echndOJY, D3nnis rvtleai
1645797-1
4-56
~ Drecia-of Rnance and Information T echoology, Kathryn [bv..ns
If you have any questions, please do not hesitate to contact me at 3101 544-5212 or by email at
dennism@rov.com.
Sirrerely,
Dennis MJean
Endosures: Citv Council Resolution No.
Citv Council Minutes, dated
'645797-l
4-57
Exhibit D-Deposit Account Signature Card-Public Agency
4-58
Exhibit D
DEPOSIT ACCOUNT SIGNATURE CARD PUBLIC AGENCY*
Date Card Received:
Select One: G'.'J New Signature Card [New Account)
Agencv Information
Legal Name: City of Rancho Palos Verdes
Name Line 2:
Phone Number. 3~0 377 0360
Website httpJ/www.palosverdes.com/rµv/
,Account Infonnation
Account Numt::>er:
Accoun1 Title:
Designated Si1;mers
SIGNATURE NAME
I
I
Previous Card Date:
D Superseding Signature Card
Physical Address: 30940 Hawthorne Blvd.
City, Stare, Zip:
Fax:
Rancho Palos Verdes, CA 90275
310 544 5291
.M.?ojling Address. if different
Address:
City, State, Zip:
TfiU lD NUMBER
lPUState JP] STATE
lJA'fE
EXPIRED
·~~~~.L--~~~~~~~~~~:
TAX CERTJFICATlON: By signing below, I authorize the following Taxpayer Identification Number (TIN) to be useti for
tax reporting purposes.
PublicAgencyName Tax Identification Number
City of Rancho Palos Verdes 95-2867872
Under pe.nalties of pel]ury, I ce1tify that (!) Tue number shown on this form is the correct Taxpayer Identification
Number for the Public Agency, and (2) The Public f.gency is not subject to backup witbbolding either because: (a) The
Public Jl.gency is exrn1pt from backup wiihholding, or (b) Tite Public Agency has not been notified by the Internal Revenue
Service (JRS) that it is snbjec,t to badrup withholding as a result of a failure to report all interest or divide.n&;; or (c) the
JRS bas notified -the Public Agency that it is no longer subject to bac1.'Up wi!hbolding; and (3) !he Public Agency i.s a U-S.
person (inducting a ffS. resident alien).
Certification Instructions: You must cross out item two (2) above if the Public Agency has been notified by the IRS thar it is
curreni/y suhfect to backup wilhr,,,Iding because it has/ailed to report all interest and dividends 011 its rax rerum.
Name Title -~iZJ?.!"tl_u.r_e ________ --"'D-"a~te'-· __
Dennis Mclean. Directoc.Qf.£ir:iirnce and Information Te£h~n~o~l=o=g~v __________ _
11i02!13 (00127:i07.pdf) Pagti 1of2
Revi£~d l01'C2J2011
Pagel
4-59
BANKWi~WEST DEPOSIT ACCOUNT SIGNATURE CARD Pt.:BLIC AGENCY*
.-------------------------------···---·--·-·------·-------------~
USA Patriot Act Disclosure
To help the government flghl lhe funding of terrorU,--m and money laundering activities, Section 326 of the Uuit'..ug and
Strengthening America by Providing Appropriate Tools Required to rntercept and Obstruct Terrorism Act of 2001
requires that all financial instih1tions olrbiin, verify and record information that identifies the identity of any person
seeking to open an account with the institution. The undersigned acknowledges that Bacik of the West's ("Bank's")
identity verification ;irocedmes require the Bank to request certain information from Public Agency or !bird 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 req nested information and consents to Bank making such inquiries of third parties as Bank deems
neGessary or appropriate as a condition of opeEing an account with or using any service provided by Bank.
AGREEKENT
f!Y signing this SignatUTe Card on behalf of the Public Agency, the undersigned AuthoriLed Representative(s): (a) agrees
to open one or more deposit accounts with; (b) agrees that all deposit accounts opened pursuant to this Signatllre Card
and any addendum to this Signature Card shall be governed by the Signature Card, as amended by addenda from time 10
time, any agreement regarding the deposit of public funds (if required by State ri::gulation), Bank's Deposit Account
Disclosure, Schedule of Fees and Charges for Business Accounts, any addenda thereto; and any other applicable
a,,,areements percaining to this Public Agency's deposit accounts all of which tog,ether shall be called the Terms and
Conditions; (c) agrees tba:t Bank may add to. delete from and otherwise ame,nd the Terms and Conditions from time to
time, and Public Agency agrees to he bound by any and all such future additions, deletions and amendments to the Terms
and condit."ions; (d) authorizes Bank: to verify any oftbe information given in connection with opening and maintaining the
deposit ac.counts, to obtain credit reports or to make any other inquiries of third parties aboot the Public Agency.; (e)
represents and warrants as to eacb. Designated Signer (i) the signatures appearing above are genuine or facsimile
signatures of the 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 Banlc other instructions to withdraw or transfer funds; to endorse and deposit
checks and othtr items that are payable to or that belong to the Public Agency; and to transact any other business relating
to each of this 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 notiee revoki.ng the authorization in a form and at an agreed
upon location, and Bank has a reasonable tim.e to act upon it; and (g) represents and warrants ·that all necessary and
appropriate actioru; or formalities, hlive been taken to authorize the undersigned Authorized Representatives and the
Designated Signers to so act_
As a designated dep-0sitory of this Public Agency, Bank is hereby req_uested, autborized an.d directed to honor checks,
drafts or other ordero for the payment of money draV\'T! in the Public Agency's name, including those payable to the
individual order of any Designated Signer, or when bearing or purporting to bear the facsimile signature(s) of aoy
Designated Signer pursoant to the Public Agenc:i"s ban.king resolutions on file with the Banl<, and the Bank shall be
entitled to honor and to charge tbe Public Agency for such checks, drafts or other orders, regardless of by whom or by
wba~ means the acrual or purported facsimile signatures thereon may have been affixed thereto, if su.cb signature or
signatures resemble the facsimile speci.'Uens duly certified to or filed with the Bank by the Secretary or other official of
the Public Agency.
This Public Agency adopts the authnrization above and certifies that an information on iliis document is true and
correct. The undersigned certifies:
'That the persons who signed belove are Authoriz:ed Representatives and are authorized to er,ter into this agreement
on behalfofthePublicAgency.
That any of the undersigned Authorized Representatives, acting alone, may (a) agree to establish. additional accounts
for the Publi~ Agency uoder the same signature re.quin::rnents; and (b) provide changes to this Signature Card.
I certify as an Authort1.ed Representative of Public Agenq' H1at the foregoing in.formation is complete and
accurate.
Name Title Signature
Dennis Mclean, Director of Finance and information "fechnology ______ --
"'Ptih1ic Agency iDcludts Pubhc Agency Assac.ia11011s
1":102113 (00127307.pdf) Page 2 of 2
Date
Rc\lsod l Oi02!2012
Page 2
4-60
Exhibit E-Deposit Account Signature Card-Addendum
4-61
Exhibit E
COl'vfMERCIAL BANKING GROUP (CBG)
DEPOSIT ACCOlJNT SIGNATURE CARD ADDENDUl'v1
Addendum to the CBG Deposit Account Signature Card Agreement Dated:
---------:City of Rancho Palos Verde:·-----------
~---------1
Organization Legal Name:
Tax ID Number: ! 95-2867872
Account Number:
Add or I
nAIAtA As of Date ,
l---'-""'121.."'---+---------~·
/ · Designated Signer Title
1
_______ ,_,N...,a,_,_m,_,,e'-------+------
Signature
(Only Required for Add)
1
L ______ l.~ -~_____, ______ _J
Name of Authorized Representative: D e n n i s M c Le a n Date:
Authorized Representative Signature:
CBG Deposit Ai:;count Signature C.;ird A.:;tderiaur.: Revised l 0/04!2012
Pagel
4-62
Exhibit F-Designation of System Administrator
4-63
Exhibit F
I
Organization Legal Name
City of Rancho Palos Verdes
COMMERCIAL BANKING GROUP
DESlGNA TION OF SYSTEM ADMINISTP~ TOR(S)
I 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 acknowfedges 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
WebDirect
D Enternetbank
Web Direct
D Enternetbank
WebDirect
D Entemetbank
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 :o the electronic and/or
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 seNices 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 all 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 & lnfonnatio~Jec . .:.:h..c.:.n=o'-'-lo,,,gy,__ ______________ _
Title Title
Authorized Signature Authorized Signature
Date Date
·----·--------------
----··-·-··--
1 Permits des1gnee to access BNY Mellon on line banking for BNY Mellon deposit account(s) opened under BanK's Entemetbanl<
Service.
11132113 (001:21307:-pdf} - --·----· - - -----·-BAN f<l;~J~·:1\\Jf~)'!' ---- -----------------
R1'!1t1,:;inn 1111\t':lnin
4-64
Exhibit G-Contract For Deposit of Public Funds
4-65
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 with 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 has determined that the deposit accounts 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 warrants 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 (09/12)
4-66
Disclosure For Business Accounts", attached as Exhibit K 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 K) 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 terms of this agreement and the account agreement (Exhibit
K) 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 53652 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 (09/12)
4-67
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 Depository are insured
by the F.D.l.C., and therefore, to the extent funds in the City deposit account (i.e. "Sweep
Account" as defined in Exhibit I in excess of the applicable Target balance (as defined in
Exhibit I are swept out of the Sweep account, such swept funds are not insured by the
F.D.l.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 Depository
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 therefor.
Upon notice to the Treasurer from the Administrator, Treasurer may withdraw deposits in
the event the Depository fails to pay the assessments, fmes, 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 terminate 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 Date:
3 041-00906 (09/12)
4-68
"DEPOSITORY"
By:
Name/Title:
By:
Name/Title: (Corporate Seal)
[Note: This agreement should be signed in triplicate]
4 041-00906 (09/12)
4-69
Exhibit H-Authorization and Agreement for Cash Management Services
4-70
Exhibit H
BAi1'IKilf~W~ST
AUTHOR!Z.l\Tl::>N AND AGREEMENT FOR CASH MANAGEMENT SERVICES
This Authorization and Agreement for Cash Management Services {this "Agreemenf') is executed by each of
the business orgarnzations named below (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 Disciosure for Business Accounts ("Disclosure BookletJ,
applicable Schedules of Fees and Charges, applicable User Materials, re~ated 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 Condil:ions and the Disclosure Agreement may be delivered or posted
electronically, as Is further disclosed in the Tenns and Conditions. Capitalized terms used in this Agreement.
not otherwise defined, have the meanings giver. to them in the Terms and Conditions.
Each of the undersigned Business Entities hereby authorizes the linking of its accounts with all of the below-
named Business Entities for the selected Services. 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 Eniity with respect to all matters concerning Services with Bank, such authority specifically,
but without limitation, including the right lo: (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 oank
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 trea: 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
specificaUy autho1izes 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 Onfine Banking Service through any website owned, operated,
controlied, or ma·1ntained 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 !imitation, 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 authonz:ed 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 spectfic account but for this Agreement. Such access includes, without
limitation, the ability to: (1) control such accounts electronicafly; (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 accoun1 of each Business Entity; and (5) further
authorize other users to access the accounts to perform simiiar 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 Sertices as contemplated in this Agreement could subject each of the Business Entities
<'2~
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11/02113 (Of<b?ieiCJ.7 ffiJ Page 1of2 Revision Date 05/01/13
4-71
(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 is 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 SeNlces.
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.
D Account Analysis Service D lmageExpress Services
D Account Reconcilement Services X Online Banking Services
X ACH Blocked Service D Payment Orders ACH
D Assured Access Card TM Services D Payment 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 D Tax Direct Services
D Electronic Deposit Service D Third Party Depository Services
D Image Clearing Service D Zero Balance Accounting Services
Each Business Entity understands !hat use of any Service is subject to: (1) Bank's receipt of any required
informaiion 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 alt 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.
,-PRrNCJPAL BllSJNESS ENTITY
Tax Identification Number
95-2&67872
Business Entity Name
City of Rancho Palos _Y"e~des
Authorized Signature
I
Printed Signer's Name
j Title
J
'"··-·········-··-·········-·······-----------------·----,--------------------~
Tax Identification Number: ' Ii
----------------------·---~·----·-----·--------Business Entity Name [ Printed Signer's Name
f I /l.utho;ized-Si~ature i Title
i
------------~
L.·-···---···-----·-
~ .~;,~J.;:""..l-ftE
11102113 (00127307.pdf) -----·----·-BANll?!e\gellH!f 2------------·------
4-72
Exhibit I-Cash Management Terms and Conditions
4-73
Exhibit I
11102/13 (00127307 pdf)
Cash Management
Terms and Conditions
Effective May 1, 2013
Page 1of2
4-74
Cash Management Terms and Conditions
GENERAL TERMS AND CONDITIONS •.... · .................................................................................................. 7
1. Amendments to Terms and Conditions ............................................................................................... 7
2.
3.
4.
5.
6.
7.
8.
Binding Effect; Successors and Assigns.. ................ .. .............................................................. 7
Compliance with Applicable Laws .................................................................................................... 7
Co11sent To Audit and to Verrncation of Identifying and Credit Information ........................................ 7
Cutoff Hours ................................................................................................. . . .............................. 7
Duty to Review Statement and Items..................... . ..................................................................... 7
Electronic Banking Services .......................................................................................................... 8
Electronic Communications ................................................. . .. ........................................................ 8
9. Entire Agreement ............................................................................................................................. 8
10. Equipment; Software ..................................................................................................................... ." ... B
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 ............................................................... iO
(c) internet Access and Information Securtty ....................... ,. ...................................................... 10
15. Governing Law; Submission to Jurisdiction ....................................................................................... 10
16. Indemnity ............................................................................................................................................ 10
1"7 Joint and Several Authority to Combine Funds ................................................................................ 11
(a) Joint and Several Representations and Warranties .............................................................. 11
18. Lawful Use .......................................................................................................................................... 1-1
18. Liability; Duty lo 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. NottceofClaim.................. .................................... .. ................................................ . .. 12
(a) Reporting Period .................................................................... ,.......... .. .... . .... 12
(b) Failure to notify ............................................................................................................... 13
24. Notices ............................................................................................................................................ 13
(a} Notice Address............... ..................... .... ................ .... . ... .. ..... .. ... . ......................... 13
(b) Proof of Delivery....................................................... .................. . ................................. 13
25 No Warranty ... .. . ..... 13
26. 0Lir Agents ...... . . ... 14
~
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Page 2 o' 2
rage 2 of 50
4-75
Cash Management Te1rns and Conditions
27. Payment tor Services .................................................. " ............................................................... 14
28. Privacy ............................................................................................................................................ 14
(a) Your Privacy Obligations ...................................................................................................... 14
29. Proper Instruction& ....................... " ............................................................................................ 15
(a) Duty to Act... .......................................................................................................................... 15
(b) Unauthorized instructions ..................................................................................................... 15
30. Proprietary Information ................................................................................................................ 15
31. Rer.ording and Use of Communications .......................................................................................... 15
32. Responding to Legal Process or Investigations ............................................................................. 15
33.· SeverabHity... ...... ............................ .. ... ... ... ... ... .... ....... .. ............................................................ 16
34. Termination ......................................................................................................................................... 16
35. Training ............................................................................................................................................. 16
36. Ycur Agents ..................................................................................................................................... i6
TERMS AND CONDITIONS FOR SPECIFIC SERVICES .......................................................................... 17
37. Account Analysis SeNices ................................................................................................................ 17
(a) Checking Account .................................................. -................................................. -........... 17
(b) Thirty-Day Reporting Period .............................................................................................. 17
38. Account Reconcilement 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) SoHcitation for and Issuance of Cards .-.--............................................................................ 19
(b) Advertising ..................................................................................................... ··-····--····· ........... 19
(c) Cardho\der Enrollment and Issuance of Assured Access Cards ............................................ 19
(d) Credit of Anocations to Cards.......................................... . ................ -................................. 20
(e) Correction of Errors .................................................................................................................. 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) !nforrnation Reporting......... ........ ............. . .. . ........................................................... 22
(c) Pre-Fund.......... ............ ... . ····-·.. .. ..... . ....... . .............. .... .. ... -·· . .22
(d) Returned Checks.. .. .. ... . . .. . .................... ............. ....... . .... .... ... ......... .... ..... . ...... 22
(e) Stop Payments........................................................ . ................................................... 23
(f) M!CR Encoding.. . .... .... ........... . . ........ .. ... . .. .. ....................... ... ............... .. . ... 23
(g) Liability . . . . ....... ....... .. .. . . . . . .. . ..... ... .. . .. . . . ........... .... .. . . . . .. .. .. . .. . ...... .... . .. . . . ... .. . . . . . ..... 23
(h) Special Rules Governing Cont:-ol!ed Disbursement Accouni with Servicer... .. ... 23
(i) Alternative Check Storage Service ... . . . ...... .... .... ...... ............. ... . .... 23
43. Deposit Concentration Service ......... ............... . ........ 23
~-
B,'L"XK~i'rWT.-ST __________ _
11/0/113 (001~t1ay 1, 2013 Page 3 of 3 Page 3 of 50
4-76
Cash lvla11agement Terms and Conditions
44. Direct Delfvery of Checks ....................................................................................................... .24
(a) Courter.......................................................................................... . .......................... 24
(b) Deposit Recreation................. ............................................. .. .............................. 24
45. DirectPay Manager ..................................................................................................................... 24
(a) Service............ ..... . .. ................................... . ......................................................... 24
(b) Compliance ........................................................................................................................... 24
(c) Authorlzation ... ..... . ....................................................................................................... 24
(d) Submitting Entries............................................ . .......................................................... 24
(e) Initiate Transmission of Reports and Entry Fiies ...... . .......................... .,........... .... . .. . ... 25
(f) Processing Limits........................................................................ .... ....... .. .. . . ..... . ......... 25
46. Electronic Commerce Service (ECS) ..................... . . ........................................................... 25
47.
48.
49.
50.
51.
52.
Electronic Deposit Serv\ces ... .. ....... ............. ..... ... ..... .. ....... ............... .. ............. 25
(a) Conditions to Provision of the Service........ . . ......................................................... 25
(b) License Grant........................................... .. ...................................................................... 25
(c) No Grant..... .. .................. ............... ......... ..... . .............. ................. . . . .............. 26
(d) Creating Electronic Images and Transmitting Your Electronic File !o 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
(i) Exception Items ...................................................................................................................... 27
U) Your Special Representations and Warranties for Each EDS Deposit... ................................ 27
(k) Availability of Items; Rules Governing Items ........................................................................... 28
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 Item........................... .. ...... 29
(f) Adjustments ..................................................................................................................... 29
(g) Processing Your Electronic File ......................................................................................... 29
(h) Exception 'terns....... . ..................................................................................................... 30
(i) Funds Availability ................................................................................................................ 30
U) File Suspension .................................................................................................................. 30
(k) Your Special Representations and Warranties for Each ICS Deposit. ................................... 30
(1) Testing....................................... . ................................................................................ 31
lmageExpress Services ...................................................................... 31
Online Banking Services...... . .......................................................................................... 31
(a) Balance Reporting.... . .............................................................................................. 32
(b) Online Bill Payment Services ............................................................................................... 32
(c) Stop Payment Service...................................................... . .......................................... 33
(d) Commercial Loan Reporting........... . .................................................................... 33
Other Electronic Bankir.g Service......................... . ............................. ..... . . ................... 33
Payment Orders r;:Nire Transfers and ACH) ... .. .... .. ..... ...... .. ............................................. 33
(a) Payment Order .......................................................................................................... 34
(b) Rejection of Payment Orders................................ .. ........... . ....................... 34
(c) Cancellation or Amendment of Payment Order..... . .. .... ... . ...... .. .. ...... 34
(d) Foreign Currency Transactions................ ... ..... ......... . . .... 34
( e) Cross Border Entries... . .. . ... .. ..... .. . .. . . .. .. .. .. . .. . . ...... 34
(f) inconsistency of Name and Number ...... . . ......... 34
~
·--------.. --------BANK.;,~,W"£S1'-----· -------------
11/02/13 (0011tffooli\j.IR/YJay 1, 2013 Page 4 of 22 Page 4 of 50
4-77
Cash Management T errns and Conditions
(g) Customer Only Transacf1ons . .. .... ................... ............. . . ............................................. 34
(h) Special Security Procedures............................................. . .......................................... 34
(Q Terms and Conditions App!lcable to Payment Orders through ACH Services ........................ 35
(j) Payment for Services; Settiement Options ............................................................................ 35
(k) Money Transfer Service ..................................................................................................... 39
(i) Terms and Conditions Applicable to Wire Transfers ............................................................... 39
53. Positive Pay Services ................................................................................................................ 39
(a) rraditional 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 A::;count Maturity........... . .................................................................................... .45
(j) Security interest in Securities Held in Repo Account ....... ..... ............... ....... .... . ..... .45
(k) Statements/Confirmations .................................................................................................. .45
(I) Fees and other terms .............................................................................................................. .45
(m) Limttation 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; Sufkient Funds.................................... ... ...... ........ ...... . .. .47
(:::i) Duty to Maintain Records ............................................................................................... .47
(~) Service Limited to You..... . ...................................................................................... 47
(d) We Are Acting Only as Your Agent... .... ............................. ........ .... ........... . ................. .47
58. Third Party'Deposilory Services ................................................................................................... 47
(a) Your responsibilities..................................... . ....................................... .47
(b) Deposit Discrepancies .................................................................................................... 47
(c) Notffications......................................................... ....... ................... ................ . ............... .48
59. Zero Baiance Accounting Ser,ices ................................................................................................. 48
GLOSSARY ................................................................................................................................................. 49
~
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4-78
Cash Management Terms and Conditio1s
Welcome to Bank of the Westl
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 "Services") is governed by your Authorization
and Agreement for Cash Mariagernent Services, this Cash Management Tenns and Conditions
booklet ("Booklet"), the Deposit Account Disclosure for Business Accounts ("Disclosure Booklef'),
any current Schedule of Fees and Charges, Analyzed Business Checking Schedu~e 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 Services that you may not wish to use. The
general provisions are in all cases subject to more specific information in the specific provisions or
in the User Materials. For example, specific provisions about cutoff .times for ACH transactions
control for those Services h place of the general provisions about cutoff times. ln some cases, we
will need to obtain additional information from you regarding your eligibility for and continued use of
specific SerJices. 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. If we offer you special terms and conditions for a Service that differ from the
terms and conditions set forth in this Booklet, we will gtve 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 choice 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 will evolve and
change over time (including modifications, additions and deletions). You may view our current
Tenns 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 Condrtions, 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.
2=
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GENERAL TER.l\iS A.i"l\ffi CONDITIONS
1. Amendments to Terms and Conditions
We may amend, add, or delete any provision of the temis and condifions detailed in this Booklet and in the Tenns and
Conditions at any time. Generally, any additions, deletions or other amendments will be posted or. the Bank's Website,
\\/\v1.v.bankofhtewestcom. To the extent and in the manner and timeframes required by Jaw, Bank will notify Customer in
advance of any changes lhat affect your rights and obfigations. 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 Assi9..Q§
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 1n violation of this provision shall be null and void. With prior notice to you, we
may assign or transfer any or all o' our lights and obligations under the Terms and Conditions and your accounts 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. CornpHance with Applicable Laws
You agree io conduct your business and operations in accordance with all applicable laws, rules and regulations, and
you agree tc 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 ldentifyir.g and Credit Information
(a)(i} 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, mitigafion of risk and with the Tenns and Conditions. We will pro\~de
you with not less than ten (10) days prior notice of any audit and agree to work with you to set a reasonable time
for any audit
(a){ii) Verification of Identity and Credit -In accoroance with federal !aw, we must make a reasonable
determination 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 Services, you acknowledge and consent to us obtaining
backgrcLJnd and/or credit reports necessary to comply with any federal or state statutes or industry rr;,gu!ations.
ti. Cutoff Hours
Each Service may have cutoff hours as set forth in various User Materials. ln general, transacticns initiated or
instructions received after the established cutoff hour shall be coi;side~ed 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 mw;;t prornpUy examine and :econciie your periodic statement
and any items paid against you' account when those statements and/or items are provided to you or made available to
you through any of our Services. It is important that you notify us, in writing, of any errcr, omission, alteration,
unauthortz.ed signature, or other Irregularity in checks or statements and any loss, theft, or improper or unauthorized use
of a'ly register or instrument evidencing funds on deposit, or any banking forms relating to an account. If you do not
report unauthorized trar1sactions wittiiri thirty (30) days after the statement is mailed or rnade available, we will not be
liable for payment of any forged or unauthorized items shown on the statement In the Gver. unauthorized or forged
transactions are comm1t!ed by the same person, ttle thirty (30) days begins on the date the first statement in which the
first unauthorized transaction appears is mailed or rnade available. See your Disclosure Booklet for additional
information a'ld details.
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7. Electronic Banking Services
We offer various electronic banking services. some of which are accessible via the World Wide Web and others of which
are software based You hereby authorize us to offer our various electronic banking Services via licenses andlor third
party servicers.
8. Electronic Communications
If you use any elecircmic banking Service or Jntemei Banking Service, you agree that any and all disclosures and
communications regarding those Services or the Terms and Conditions may be made electronicai\y, by posung to our
Web site in accordance with applicable law. Any electronic disclosure or com11unication we make will ::>e considered
made when transmitted by us and any disclosure or communication we make t>y posting to our Web site will be
considered made when posted by us.
9. Entire Aarnement
The Terms and Conditions, as defined in tt1e first paragraph of this Boo~det. constitute the entire end complete
understanding between and amcng the parties with respect to !he Services, and no representations or agreements.
expressed or implied, of any kind or charac;ter whatsoever have been made except as is expressly set forth in the Terms
and Condrtions.
10. E.gyiprnent: Software
You must provide and properly install all required Equipment and maintain the Equipment in good working order. You
accept full responsibility for the security and confidentiality of all matiers related to the Equipment Any Equipment
requirements are described in the User Materials, as amended from time to time. Unless ot'lerwise 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 all computers, modems or communication software packages. Should you choose to use equipment not
listed in the User Materials or not previously authori:r.ed by us in writing. we may not suppoct such equipment and you
may not be able to access the Services with such equipment.
1 i. 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 US. Mail 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 Reporl
i2. Funding Limits; Available Funds
In our sole discretion, we may establish a funding limit ('Funding Limit') from time to time with respect to any Service,
including, without iirnitation, 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 !hat
(i) You have taken all necessary action to authorize the execution and delivery of the Tem1s a1d Conditions;
(ii) The person signing the documents establishing your a=unt relationship is duly authorized to do so;
(iii) You have obtained all authorizations of any governmental body required in connecf.Jon witli your agreement to
the Terms and Conditions and such authorizations are in full force and effect:
(iv) Your acceptance of ttie Terms and Con:.Jittons and your petiorrnance of your obligation under the Terms and
Conditions will no! violate aty law, or:iinance, charter, by law, or ruie applicable to it or any agreerr,ent by which yo:.i are
:.iound or by wh;oh any of your assets are affec;ted; and
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(v) All info!mation. documents, statements (written or oral), agreements and work papers furnished or to 0e
furnished in writing to LIS by you relating to you ('Information"), including without limitation any lnfonrnation containing any
representation, warranty, covenant or agreement made in respect of you, your affiliates or their business and operations,
is or will be at the time of delivery ta us accurate and complete in all maierial respects. You understand that we may rely
on such lnfoITTJation in connection with transacfions effected for credit to your accounts.
14. General Security Procedure Reguirernents
(a) General Security Procedures
(a)(i) introduction -The following general security proc:edure requirements apply to any Services provided.
Certain Services require special security procedure requirements. The User Materiais outline in detail tt1e security
safeguards that allow you to determine the holder of the security system for your company, authoriz:ed users,
authorized transaciion types and dollar limits on all iransactons_ For ceriain SeNlces, you will be responsible for
the administration, induding !he deletion oi authorized users.
(a)00 Access -Most Services can be accessed and instructions and communications can be given by you to us
by electronic means, such as a computer tenninal. If we give you access to a secure system of communicating
with us, such as our oflline banking services, you will be given or will select a user id and password. Each
individual who is authoriz:ed by you to access the Services must have a unique user \d and password_ You will be
responsible for the confidentiality 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 1o
change any or all of the security 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 authoriz:ed to
take control of the security procedures inherer:t in the Service. Unless we are otherwise advised, the employee(s)
(up to two), Who execute the enrollrner1t agreement are conclusively presumed to be the Designatr.>d Company
Contact ("DCC") The DCC is, or can assign to anot11er(s), the role of System Administrator(s). The System
Administrator(s) is responsible for assigning the levels of security necessary> for you.
(a)0il) Default Password -Any initial default passwords are sent to the DCC under separate cover.
(a)(i1.) Password Change -Any System Administrator(s) will be required to change the initial passwords the first
time they use their ms 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 knOIN, keeping in mind the
importance of separation of duties as an important way of protecting your company. The System Administrator
also maintams 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 procedurE>.s. You are responsible for
maintaining the confidentiality of any security procedures established. 11 you or y::iur agents have reason to qelieve
that any security procedures (including any identification codes) have or·rnay have become l<nowr. by unauthoriz:ed
persons (whether or not your empioyees), you shall immediately notify us by telephone.
(a)(vii) Our Reliance -Until you notify us and we have a rea:;onable 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 iiable for aroy transactions and/or communications initiated by us before we have received notice from you cf
the breach or potential breach of any security proCf..>C!ure 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 00 unauthorized use of use: id andfor password, or of the Service or any
information. You fJrther agree to notify us immediately ii 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 1'.tjl>iin 24 hours. You agree
to cooperate with us to replace the security procedures (including any identiiication codes) :n accordance with our
security requirements.
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(b) Special Security Requirements for Payment Orders
You agree io comply with the following secumy procedure requirements wilh respect to all 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 to 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 arl Payment Orders submitted to us and the integrity of the transmission of such Payment Orders. You
further agree that the foliowing procedures are a reasonabfe and satisfactory method of 11erifying the authenticrty of
Payment Orders and that we may act on any Payment Order that we have verified 'n accordance with the fo!lowing
security procedures. If a Payment Order (or a request for cancellation or amendment of a Payment Order)
received by us purports to have beeri transmitted or authorized by you, it will be deemed effective as your Payment
Order and you will be obligated to pay us the amount nf such Payment Order Entry even though the Payment
Order was not in fact authorized by you so long as we act in compliance with the following security procedures. If
a Payment Order received by us was in fact transrni:ted or authorized by you, you will be obligated :0 pay the
amount of the Payment Omer regardless of whemer 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 transmissioris. 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 inst'l.lctions. You
agree to notify us as soon as possible If you believe or suspect that any unauthorized person has received access
to any security information, bu( 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 no\ control the Internet or other infmmation 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 information system
operator, including but no: limited to, unauthorized access to, alteration, theft, or destruction of information and
data. You agree to employ a commercially reasonable security technology for transmitting the check images and
deposit data to us. In the event of a change in the commercially reasonable standard as a result of technological
advancements, you agree to utilize such security technology which will satisfy such then cornmercialfy 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 ruies 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 t"le 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
15. 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). In the event of any action by us to enforce the Terms and Conditions, you agree to
pay the costs thereto, including reasonable attorneys' fr:-es and court costs. You hereby submit to the nonexclusive
jurisdiclion of \tie United States District Court for either the Central District of California or the Northern District of
California and of the California Superior Court sitting in either the County of Los A'1geles 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. Yoi.. irrevocably waive, to the fullest extent pem1iued by law, any obiection which you may now or
hereafter have to ihe !ayirig of the venue of any such proceeding brought in such court and any claim that any such
proceeding brought in such a co:Jrt has been brought in an inconvenient forum, and you agree that a final juclgmenl 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
We shall nci: incur any liability witr. respect to any aC: or omission in reliance upo'1 any doc;urnent, including any written
notice or instruction provided br in the TeiTllS and Conditions You ag~ee 10 indemnify and hold us hannless for any and
all actions we take ir. acco,dance wiih ycu! instructions, even if we vary from our standan:J procedures in 'lonori'1g such
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instructions. Jn Ltie event that we or our respective officers, directors, shareholders, agents, represen!atlves or affi!iatl?,s,
or any heirs. legal representatives, successors, and ass'gns of the foregoing (ead1 an "Indemnified Party" and
collectively the ·1noernnif1ed Parties"} become involved in any capacity in any action, proceeding or investigation brought
by or against any parson (tnduding you) arising out of or based upon any false representation or warranty or breach or
failure by you to 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 a1y transaction effected pursuant to the Terms
and Condifions, or any claim is otherwise made against any of the Indemnified Parties arising out of the performance 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 liabilities, obligations, losses, damages, penalties, claims, demands,
actions, judgments, suits, costs, expenses and disbursements (including reasonable legal costs and expenses) of any
kind or nature whatsoever (collectively, 'Losses") incurred in connection therewit'l, other than such Losses that are
ultimately de\ermined by a court of competent jurisdiction by final and nori-appealable judgment to have resulted from
such Indemnified Party's gross negligence or willful misconduct
17. Joint and Severaf Authority to Combine Funds
If more than one party joins in one or more Services, ihe 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 entities mat have joined in the Services.
(a) Joint and 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 1he performance hereof by the parties, have been duly
authorized by law and by all necessary parties, including, without lirnitatlon, the a=unt holder of each account and
that each of you have obtainec 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 io be repeated upon your use of the Services and our effecting each transfer and
commingling of funds.
18. Lawful Use
You agree that you shall not (and ycu shall have appropriate procedures and monitoring in place to assure that your
employees and agents do net) us6 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 Umitaticns
We are not responsible for any loss, delay, cost or liabilrty which arises, directly or indirectly, in whole or in part, from: (a)
your actions 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
information provided to us; (d} any error, failure or delay in the transmission or delivery of data, records or ilems due to a
breakdown in any computer, utility or communications facility; (e) any error or omission, willfu: or negligent by any third
party, including, without limitabon, the service. equipment malfunction, unusually severe weather conditions, accidents,
strikes or labor disputes, war, civil unrest, sabotage, fire, explosion, food, 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 perionnance 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 l2nder the Terms and Conditions by reason of any of the above causes.
(a) Duty To Correct
If we m:oke an error, upon written notice of the error, we will, to the extent reasonably possible, correct the errors
prompt'y.
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(b) Limitations of Liability
(b)(i) Except for losses caused by our gross negligence or wllll'.1! misconduct, our liability for eve<y loss, cost, or
fiabllity arising from our errors, whetner caused by acts or omissions, is limited the average monthly charge for the
SelVices in question for the six-month period preceding the date of loss. We shall :iot be responsible, under any
circumstances for any loss of goodwill or for any special, consequential· or indirect damages that you incur in
connecbon with the Terms arid Condifons or the Services.
(b)(ii) You acknowledge that our fees for Services have been established in contemplation of: (a) the limitations
on fts liability set !ortti in the Terms and Conditions; (b) your agreement to review statements, confirmations,
reports, and notices promptly, and to notify us immediately or any discrepancies or problems; and (c) the
application of the alternative dispute resolution provisions set forth m the Terms and Conditions .
. (c) Statute of Limitations
Any claim, action or proceeding to enforce the terms of the Tenns and Condrtions 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.
rhis section shall survive termination of t11e Terms and Coriditions and all Services
20. No Advertisina
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
No failure by us to exercise, and no delay in exercising and no course of dealing with rBSpect to. any tight or remedy
under the Terms and Conditions shal! operate as a waiver thereof; nor shall any single or partial exercise by us of any
right or remedy under the Tenns and Conditions preclude any other or further exercise thereof or the exercise of any
other right or remedy. TI1e 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 exercise 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 lnsirumen!s pursuant to or in connection wfth the Services are
cumulative and not exclusive of any rights or remedies wnich any such party would otherwise have.
22. Non-Encrvpted Transmissions via Computer
You acknowledge that some computer data transmissions or other communications between the parties rray 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 that represents you.
23. Notice of Claim
(a) Reporting Period
(a)(i) Thirty-Day Reporting Period. You agree to review, regularly and promptly, all reports, bank staternenis,
Payment Order instructions, adjustments, charges, entries and other transactions. You shall immediately or, in
any event, thirty (30) calendar days following the dale tllat we first mail or otherwise make available to you
notification oi the transaction ("Notice Period"), notify us of any error or discrepancy betv11een your records and any
notice or statement from us, or any transaction or transfer you believe was :10t authorized. You agree to noiify us
immediately of any claim you have or any claim that is made to you by a third party, rhat any of our acts or
omissio~s in :::01nection with any Service has caused you or the third party damage.
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(a)(ii) Reporting Periods of Less than Thirty Days -In some cases, you are obiigated to notify us of
unauttiorized activity 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 t"ie unauthorized transaction nr 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 will not be liable for any loss of interest which re.suits from your failure to give us
notice or which :night 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 eiTor or discrepancy
within 30 calendar days following the day we first maif or otherwise makes available to you a notice, including
notice via electronic format whictl 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 elecifonic medium if we believe in good faith that the communication is genuine
and has been signed or otherwise 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
slatement 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 proceduras 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 Bank or to
any con!act person designated for your other ac...'"Ount 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-MPKD-1-L
1977 Saturn Street
Monterey Park, CA 91755.
(b) Proof of Delivery
Notices to you will be deemed made when delivered orally, electronfcally, in person, or by mail at the address you
designate for your bank statement; uniess 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, MERCHANTABIUlY, FlTNESS FOR ANY
PURPOSE, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, Of ANY
SYSTEM, SOFTWARE, LICENSED SOFT\NARE OR OTHER RIGHTS TRANSFERRED HEREIN, FREEDOM FROM
INFRINGEMENT OR Al'lY OTHER REPRESENTATION OR WARRANTY WHAISOEVER WITH RESPECT TO THE
SYSTEM, LICENSED SOFTWARE OR 011-IER RIGHTS TRANSFERRED HEREIN. IN THIS REGARD, YOU
ACKNOWLEDGE THAT BANK Will t~OT BE LIABLE TO YOU FOR AN INC!DENTAL, INDIR::'.CT, SPECIAL, OR
CONSEQUENTIAL DA.MAGES, Ll.A.BILITY, LOSS OR DP..MAGE C/\JSED OR ALLEGED TO HAVE BEEN CAUSED BY
Effective May i, 2013
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THE USE OR INABIUW TO USE THE SYSTEM. LICENSED SOFTWARE OR OTHER RIGHTS TRANSFERRED
HEREIN.
26. Our Aqerrts
!n the eveni that any Ser\~ce(s) are dependent on our ability to obtain or provide access to third party networks and
distribution systems, you and we agree ihat if the netuork or system is unavailabie or in the event we determine, in our
discretion, that we are unable to continue providing ttiird 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 wrrent price we quote or dte 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
Accouni Analysis terms and conditions. If 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 tor 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 acmunt was closed or in which any Service was tenninated. You agree that we may deoit any fees
and charges from any funds of yours that we hold. We also may collect both actual 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 handling of
personal financial information with respect to your employees or other consumers with respect to whom any Se1vices
may be offered. Without limiting the foregoing, you acknowledge that the Gramm-Leach Bliley Act ("GLBA') governs
disclosures of "nonpublic personal information,' as such term Is 9efined in Title V cf 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 CFR Part 364), and any state regulations promulgated under such stale statutes or in
compliance with the GLBA (collectively, the "Privacy Act and Regulations'), about consumers. You agree to comply with
the Privacy Act and Regulations to the extent applicable and with all applicable law relating to consumer information. To
the extent to maintain any personal financial infonnation of Gonsumer, you agree to adopt and maintain a comprehensive
privacy policy and information security policy with respect to the handling of personal informafon of individ:.ials. 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, including the provisions
regarding the sharing of nonpublic personal information;
(a)(ii) Nol disoose 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 nonpubflc 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 1o any personai information .mder 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 cosi of notifying individuals that iniorrnetion about tl)em was subject io a security breach.
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29. Proper Instructions
(a) Duty to Act
Except as expressly provided in the Terms and Conditions, we will act for your account only pursuant to Proper
Instructions pro\~ded to us and we will have no duty to act in the absence thereuf. As used l1erein, 'Proper
Instructions· 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 facsimne
transmission or by electronic mail or any electronic service that provides access to our Services. setting forth in
reasonable detail the specific transaction(s) involved and subject to such authentication procedures, if any, as we
may detennine. Any Proper Instructions given by you to us shall not be effective until it is actually received 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 liability 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 authenticity of all data and other information furnished to you by your employees and agents.
You acknowledge that we reserve the right to decline to accept any Proper lnstruciions oc to execute any
transaction(s) for your account in our sole discretion. We shalt in no event have any responsibility to accept Proper
lns!ructions or to otherwise act with respect to your account unless indemnified to our satistactiM. 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 Terms 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 :gJ for the proteciion of either one of
the parties, we have reasonable c-.ause 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 instructions are provided to us in accordance with the Terms and Conditions
and any security procedures or other operational procedures we may put in place from time to lime. 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 1.he Tem1s and Conditions
and our procedures in place from time 1o time.
30. Proprietarv Information
You acknowledge that all User Materials, any Software, Licensed Software or systems ('Coniidential 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 you acquire no property or
proprietary rights in the User Materials, Software system, or Licensed Software as a result of )'Our use of the Services.
You agree to protect the confidentialiiy of these materials. You agree that you will not distribute, alter, recompile,
disassemble, reverse engineer or make, publish or distribute any derivative work from the Software system or Licensed
Software. nor shall yo11 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. persoro 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 ~pon termination of the Serv·ce.
31. Recording and Use of Communications
You agree that ali communications or data transmissions bet;.reen you and us may be monitored and/or electronically
recorded and retained by us.
32. Responding to Leqal Process_g_r_Lrwestigations
If we receive a request for ;nrormatlon regarding account activity or transactions from a third party with a legal right to
request such infornation (scJc~ as a Federal Reserve Bank or ACH Ooerator, a state or faderal banking regulator with
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jurisdiction over our operations, law enforcement officials with apparent legal authority to request or require such
information or private parties wit~ apparent authority to require disclosure of such information under legal process). you
agree to reimburse us for any costs associated with responding to such request, includirg ihe c:osts of production of such
rnfoITTation (including research, copying and shipping, costs of appearing at depositions or intervJews, costs of
correspondence, and costs of court tiiings appearances in the eve'.lt we believe it is prJdent to make such filings or
appearances to proiect your rights (or, in the case of Third-Party Senders of ACH Entries, the rights of your Originators).
We may request your assistance wilh or participation ln such response, and if we do so, you agree to assist us and
cooperate with us as reasonably requesied.
33. Sever ability
Should any term, condition or provision of the Tenns and Conditions be found to be invalid, illegal or unenforceable, that
finding in no wa:y affects the validity or enforceability of tile other tenns and provisions of the Terms and Conditions which
shall be construed as valid and enforceable as if the invalid and unenforceable te:rn, condition or provision was never a
part.of the Terms and Conditions.
34. Termination
We rnay terminate any or all Services immediately upon providing notice of such termination to you and you may
terminate any or all Seivices 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 Bookie~ provided, however. ihat 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 obllgatJons or liabilities have been fully paid or satisfied. The provisions in Sections 15, 16, 19, 21, 23,
24, 25, 21 and 30, shall survive the termlnation of the Service.
35. Training
We will provide you with our standard User Materials for the Services you request. These User Materials contain
instructions for using the Services We wit! not provide to you or your employees any specialized, customized or
individualized training for the Services (except in accordance with special arrangements and sJbject. to such fees and
charges as we rnay mutually agree).
36. Your Agen.1§.
You assume sole responsibility for any actions performed 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 agents or contractors.
You agree that we may rely on instructions, data, or any documentation provided to us by your designated agents or
coniractors.
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TERMS A.ND CONDITIONS FOR SPECIFIC SERVICES
37. Account Analysis Servic.es.
(a) Checking Account
If you use Cash Management services, we reserve the nght to require that you have an Analyzed Business
Checking A=ounl The statement is generated based on a calendar month, although your account may settle
other than rnonthiy. The average monthly Available Balance in an Analyzed Business Gheckmg a=unt may earn
an "Earnings Credif' which may be applied against that month's service fees tor the account An Earnings Credit in
excess of the total monthly service tees c.annot be credited to the a=unt as interest. The Earnings Credit is
calculated on a 365/366-day year basis using an "Earnings Credit Rate• which is a variable rate estabftshed by us.
As the factors used to determine the rate cl1ange, the Earnings Credit Rate will vary.
(b) Thirty-Day Reporting Period
You agree ta promptly examine each Analyzed Business Checking Account stalement received from us to
promptly report any erroneous debit or credil You further agree that within thirty (30) days after we mail or
otl-terwise make your statement available. you will report to us any claim for credit or "Bfund due. Within 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 oi 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 statement
38. Account Reconcifement 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 io increase audit control of
your checking account(s) and, depending on the Account Reconci\ement Services you request, provide you with tools to
help authenticate thal. 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 witl1 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 iimeframes 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 c.ancelled checks. The previous month's outstanding checks
are cartied 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 Reconcilernent Service
Under the Pa1tial Reconcilement Service, each accounting period, we send you a report of all checks paid wf!:hin
that period.
( c) Deposit Reconcilement Service.
Under the Deposit Reconcilement Service, if you have multiple business locations depositing to a single deposit
account, we will segregate deposits by location.
You may customize your Account Reconcilernent Services by the manner in which you receive your paid check
information. We cffe· images of paid checks on CD-ROM through our lmagefapress product or you may ·eceive
traPsrnissiori or paper report.
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39. ACH Blocked Service
The ACH Blocked Service is designed to permit you to protect your designated a=unt(s) from ACH Cre::iit Entries
and/or ACH Debit Entries. For the secu;ity of your account(s) you may wish to block all ACH Entries or block ACH
Entries originating from specifically designated Originators. You must iderrtify, in a form satisfactory to us, the specific
originators whose ACH Entries you wish to block and provide the information 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 wili be rejected and reo1med 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, paymen1s or transfers originated by us or by one of our vendors
in connection with Services provided 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 iolloVl~ng Services
are aiso available to you if you enroll in the ACH Blocked Service.
(a) ACH Filters
ACH Fillers allows cer"..ain pre-authorized ACH Debit Entries by designate Originators to post against your
deposit account. Pre-authorized ACH Debit Entries will fiow through the iormai ACH processing system and
post to your deposit account(s). ACH Debit Entries that oo not match the criteria. r;f the ACH Filter will be
prevented from posting to your deposit a=unt(s) and will be returned to the Originator. ACH Filters do not
expire as long as you are enrolled in the Service.
(b) ACH Positive Pay
This SeIVice permits you to preauthorize ACH Entries by designated Originators and to view and decision
(honor or reject) non-preauihorized 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 wil! flow through the normal ACH
processing system and post to your deposit account(s). ACH Entries that you choose to reject will ooi post to
your deposit account(s) and will be returned to the Originator. Any ACH Entry tor which you do not make a
decision to pay or reject by 2:00 p.m. Pacific Time will 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 deiined in this Booklet).
EnroHment in the ACH Blocked Service is required to use AGH Filters and ACH Positive Pay.
You acknowledge that your failure to use the ACH Blocked Service (including ACH Filters and/or ACH Positive
Pay} could substantially increase the likelfhood of undetected fraudulent activity on your deposit account(s) and
that it is neither unreasonable nor unreasonable under the cin:umstances for us to require you to use our ACH
Blocked Service (including 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,
counterteit or other fraudulent item that the ACH Blocked Service (including ACH Filters andlor 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™ Servtces
The Assured Access Card Services are offered to quaiifying 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 ("Assured Access Card
Program") available through a Website hosted by a vendor ("Vendor") as a service provider to us. This Service enables
you lo make disbursements inlo a Bank of the Wes\ deposit a=unt held with us, such deposit account being eligible for
FDIC insurance. The debit card (an "Assured Acr..ess Card" or "Card') can be used at automated teller machines
('ATMs") and at point of sale CPos·) 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 tbe Individuals.
Our orovis;on of the Assured Acc.-ess Card Program is subject to the fcllo,ning terms and conditions.
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(a) Solicitation for and lssuance of Cards
(a)(i) You must offer to each of the eliglole Individuals, one non-discriminatoty basis, the opportunity to receive
payment of thetr disbursement payments by having such amount electronically loaded on a Card wh:ch an
Individual may use to withdraw cash at electronic terminals, pay fur goods and services at merchants that accept
the Card, and to transfer funds to other Cards authorized by t'1e individual.
(a)(ii) You must not require any Individual to receive his or her disbursement payments ihrough the Card and
must offer to each lndividual 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 inform Individuals that Cards may be used, on a voluntary basis, to receive their
regular disbursement amounts.
(b)(li) You have the right tc use or display the proprie1.a1y names and symbols associated with Cards onty while
we are providing !he Assured Access Card Program to you or until you are notified by us to cease such usage.
(b)(iii) YoL1 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
(cXi) If an Individual wishes to enroll in the Assured Access Card Program. you must use the Vendor-hosted
website to input all enrollment infonnation into the system. By inputting an Individual's information in ihe system
and enrnliing that Individual, you represent, warrant and certify to us that you have verified that the name, address
and other identifying information inputted are the true a11d corred 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 participati:ig in the Assured Access Card Program if such persons are
designal.ed on certain United States Treasury lists of known or suspected terrorists, criminals or other prohibited
persons (the 'Treasury Lists"), and that we will cileck 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 security,
and you represent, warant and covenant that you will use all necessary means to ensure that such identifying
information provided to us is accurate and complete.
(c)(ii) After checking names of Individuals against the Treasury Lists and confirming that an Individual is not
named on sucil Treasury Usts, we shall issue a BOW Assured Access Card to such Individual and send the Card
to the lndi\~dual 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
intonmed that a personal identification number ('PIN") has been set for the Card, which PIN shall be the last four
digits of the lndilAdual's telephone number, as provided by you. The Individual shall be required to activate the
Gard by calling an BOO telephone number and changing •the PIN to a number designated by the lndividual. Once
the Individual's Card is activated, !he Individual shall be a "Cardholde-.' We may deliver the Card, Cardholder
Agreement and any ancillary documents (the "Document Package") directly to 1he Individual or may deliver the
Document Package to you to deliver to the lndividua!. You agree to provide the entire Document Package as
provioed by us to any individuals if requested by us.
(c)(iii) The Assured Access Card will give the Cardho!cer 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 !he A=unt via a deposit transaction and send Information ("Allocations") to us
with respect to t1e allocation of funds to each Cardholder. You rr.ust coordinate between us and the Cardholders
all matters related to participation !n the Assured Access Card Program.
(c)(v} We will issue all necessary new and replacement Assured Access Cards to the Cardholoers, in such fonrn
as we determine, and v.it'i such /'TM, POS and otrrer marks or logos on them as we determine. We may change
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its affiilation with any ATM or POS ne\v.iorks at any time. In the event that it does so, however, we shall no: be
obligated to Issue replacement Assured Access Cards to those existing Cardholders.
[c)(vi) in the event that any Gardholder terminates his or her participation in the Assured Access Card Program
or such Cardholders participation is terminaied for any reason, you must cease funding the .l\.crount 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 Cardholcler in a=rdance with the Cardholder Agreement
(c)(vii) If a Card has a negative balance or overdraft, we will apply the next avallable deposit to the Card ia
recover such overdrawn funds, it such deposit occurs. You will not be responsible tor the amouni of any overdraft
on any Card, or for losses that result from fraud or from lost or stolen Assured Access Cards, except to the e>-ient
that such losses are caused by any negligent or intentional act or omission by you or any agent of yours.
(cj(viii) You will be bound by and comply with the Terms and Conditions and applicable state and ferleral 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 ali Individuals that you have authorized to access tlle Assured Access Gard
Program website hosted by Vendor ("Aut:horiZed Users"), If an Authorized User's employment is terminated by
you, or the Individual is otherwise no longer eligible to particioate, you must imrnediatety notify us and we will
promptty terminate such Authorized Users acc:ess to the Assured Access Card Program website.
( d) Credit of Allocations to Cards
(d)(i) You must fund the A=unt via a deposit transaction and must transmit the Allocations to us for each
deposit
(d)(ii) In the event that you f'ail 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 lo the tenns and conditions of the Terms and Conditions, applicable laws, n.1les and regulations,
and the respeciiv13 Cardholder Agreement, 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 ta the Account or the Cards due any
failure of funds or Allocations to be delivered to BOW in a 1imely manner.
(d)[rv) 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 \!\~II use the format as provided to you by us tor transmission of Allocations.
(dXvi) You will have the ability to access infonnation regarding the Cards and deposits to the A=unt 1hrough
the Vendor-hosted website.
(d)(vii) Individuals will have the ability to access infonnation regarding debit and credit transactions on their
Cards via voice response unit ("VRU") hosted by 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 Cardholder covering the most recent 60-day period upon the Card holder's oral or written requesl
(d)(viii) You will provide to each Cardholder, on each applicable disbursement date, a written, ilemiz.ed
disbursement statement showing the Cardholders gross payment for the payment period in question, all required
and authotized deductions, and the Cardholders net payment ror such payment period.
(d)(ix) You must ai 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 appiicablo legal requiremenis. to store and
maintain Cardholder payroR records in such a manner so as in 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 Caret
(e) Correction of Errors
We will make reasonable efforts to act upon your request lo cancel or amend an Allocation but shall have no
liability for fai 1ure 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 Aliocations already credited to a Card.
{t) Your Warranties
You warrant that each Allocation shall be for an amount (i) due to the Cardholder and no1 subject to any claims
by you or (ii) duly authorized to be disbursed to the Cardholder. If the BOW Payroll Card is used for the
payrner.t of wages, you further warrant that it is in compliance with all applicable Rules governing the payment
of wages.
(g) Individual Validation
You cerlify th.at Individuals have compieted and complied with all appropriate Enrollments and associated
procedures, and that you have verified each lndividuaf's identification. We have the right to audit Cardholder
flies for purposes of verifying hew you conducted the identity verification at a mutually agreeable time and
location.
41. Cash Vault Services
The Cash Vault Service allows you to make either withdrawals of cash andlor deposits of cash and ttems to one or mere
designated cash vault location approved by us. You agree to make any such deposits in accordance with the User
Materials we provide to yDu, and that any faflure to follow our instructions may result in delay in posting of yoiJr depos~t
You must arrange wtth 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 earner 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 our authorized locations" You
agree to work with your carrier should there be any discrepancy between what you believe you delivered ro 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 opening the
bag in dual custody), but you agree 1hat we are not liable for any shortage within any shipment that is not distinctly
arid securely sealed in a=mance with our instructions.
(c) Butk Cash Shipmen!s
The use of me Cash Vault Service to make bulk shipments of currency is strietly prohibited. This includes bulk
shipments of currency from both foreign and domestic locations. Bulk shipments of currency means the use of
common, indeoenden~ or Postal Sero/fee 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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42. Controlled Disbursement Subscriber Service
Under the Controlled Disbursement Subscriber Service, we act es your agent to open and maintain a deposit account
v.iith our servicer ('Servicer") ("Controlled Disbursement Accounr). Writing checks on the Controlled Disbursement
Account is the only activity permitted on the Controlled Disbursement Account You must also maintain a funding
account ("Funding Account") with us and rnuSt maintain suff1oiem funds in the Funding A=unt to fund all activity in the
Controlled Disbursement A=unt So long as there are sufficient funds in the Funding Account, we wrn make deposits to
the Controlled Disbursement Account in an amount adequate to meet each day's presentments.
(a) Required Doc:umentation
You must complete and return to us accou0t application documents to open an account with Servicer. You agree
to provide whatever information and authorizations are necessary to allow us to act as your agent in opening and
controlling the Controlled Disbursement Account, including obtaining all account records on the Controlled
Disbursement A=unt. As your agent, we have the exclusive right to make deposits to and to manage ihe
Controlled Disbursement Account. This indudes, without limitation, the right to issue return or stop payment
lnstruct10ns 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 subscription 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 cotlected balance in your Funding Account as of 11 :00 a.m. Pacific Time. If there is a sufficient positive
coilected balance to cover the day's presentments or if other acceptable arrangements have been made with us to
cover presentments against the Controlled Disbursement A(,-count, we will instruct Servicer to. allow the checks to
be paid. We will U1en debit the Funding Account for that day's presentment<>. If, however, the collected balance in
your Funding A=unt 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 tllat Servicer will follow our
instructions regarding payment or dishonor of checks presented against the Conlrofle..>i Disbursement A=unt If
we instruct Servicer io 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 are insufficient funds to honor the checks or if the check
does nor pass the Servicer's check verification procedures, you agree to hold us hamiless from any and all losses,
claims or damages you may have or assert as a result of the dishonor of the checl<(s}.
(c) Pre-Fund
In the event that we are closed on one of Servicer'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 1he 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 wili make no claims for compensation from either Servicer or us for excess pre-
funding amounts.
(d) Returned Checks
We reserve the right to instruct Servicer to return :.mpaid any check presented for payment against the Controlled
Disbursement A=unt in the event that (i) there are insufficient oositive collected funds in the Funding Account to
cover the checks presented or. the Controlled Disbursement Account, (ii) debits cannot be· posted because the
Cont~olled Disbursement Account is closed or because of any other condition or (iii) any communications failure or
other condition p'Bvents 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.rn. ?acific Time will be effective beginning on our next Banking Day or, if
applicable, on Servicer's next Banking Day. Yo1.; 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 confirmation may cause the stop payment order to expire. Should you fail to
furnish timely written confinnation of a verbal or telephone stop payment order, we may in cur absolute discreti::m
either cancel the stop-payment order o~ leave it in oiace.
(f) MICR Encoding
All checks io be used in connection with the ControUed Disbursement Account shall bG magnetically encoded to
include serial number, transit routing number (043301601 for Servicer Pittsburgh accounts) and account number.
VVe shall provide you with Service~s encoding specifications for checks prior to the initial order. You must supply
us with a group of fifty (50) voided checks from the Initial order and from each reor-der. These checks are !or
testing purposes and will be returned to us with Serv1cer'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
deemed to apply to all Controlled Disbursement Accounts. The following provisi::ms shall also apply. In the event
of a conflict between this Booklet and the Deposit A=unt Disclosure for Bllsiness Accounts the terms in this
Booklet end 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 cells for authorization by any form of communication, Servicer can rely on persons
identifying tl1emselves by the designated form of communication as authorized 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 aci on stop payment requests. Reasonable time shall mean at least un!il the next
Banking Day following receipt of the stop payment request
(h)(iv) The terms and conditions regarding the Controlled Disbursement a=unts shatt be governed by the laws
of the Commonwealth of Pennsylvania.
(i) Alternative Check Storage Service
v\lith this Service, you may receive a CD-ROM of checks presented againsl your Controlled Disbursement
Account(s).
43. Deposit Concentration Service
Wit!'. this Service, you may initiate Payme>Jt Orders to transfer funds from your deposit accounts at other U.S. financial
institutions to yow deposit accounts with us. You must meet any conrliiions or these transfers imposed by the other
financial institutions
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44. Direct Delivery of Che-cl<_~
We make avatlable the ability to make deposits to a processing cent~r rafher than to one of our branches. A!! deposits
made pursuant to this Service must meet the standards set in the User Materials. Deposits not prepared in accordance
wiih t'le User Materials may be rejected or delayed and we may impose additio!lal i'ees for handling non-corcforming
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 shoulc 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. DirectPay Manager
(a) Service
Our 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 business 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. Entries may be made using an online tool called Virtual Terminal, add a 'Pay Now' button to a
websrte, scan d1ecks fur 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 iss~er rules, such as VISA®
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 Reguiation E, all applicable
Federal Reserve Operating Circulars, Title 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 autr1orization from each Receiver prior to requesting an Entry to ihat Receiver's account You shall
retain proof of each Receiver's authorization for a period of two (2) years after receipt or temiination of the
authorization, whichever comes later, or for the appropriate period designated by the Rules and Regulations.
(d} Submitting Entries
You shalJ submit, by facsimile, email or regular mail, fuily executed Receiver's authorization forms in a accordance
with the specifications and forms provided by us from time to time: (ii) Check Conversion-Merchants shall, through
ihe use of a check reader and POS terminal, create a Debrt Entry that will be transmitted to us (iiQ All others shali
create a file or electronic message containing any Entry(ies) in accordance with the specifications and fonns
provided by us from time to time, depending upon the speciiic format. and deliver the fi!e or message to us via a
pre-approved method, which could include, electronic transmission. You wlll be responsible for the correctness,
both as to content and form, of all Entries submitted to us. If any Entry is no! readable, out of bala'1ce, or
unprocessable, it is your resoor.sibility to correct and resubmit the Entry lo us. You must deliver each ACH Entry or
file of Entries to us no later than [5:00 PM P11 of the sec:ind business day before the Effective Entry Daie or in
a=rdance with the schedule we provide. \Nith respect to On Us Entries, the reiationship between you and us will
be governeci by the Ru!es and, to the extent applicable, we agree to assume all ihe rights and obligations of both
an ODF! and a RDFI, and you agree to assur.ie the obligations of an Originate• and to make the same warranties
to us as tho RDF! as we wou\d be required to make pJrsuant to the Rules where we are t:ie ODFl.
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(e) Initiate Transmission of Reports and Entry Files
You are solely responsible for communicating with us to receive daily reports andlor 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 doltar amount of Entries we wif! process for you. This limit may t>e 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.
(t)(i) In some cases, our DirectPay Manager SBfVices 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
Merchant, which means you are a merdlant originating ACH Debit Entries by means of a check as a source
doCtJment, or as a processor of credit card and ATill1/debit card transactions. These Services are subject to 1he
terms and conditions for Third-Party Senders under a separate agreement If you are processor of credit card and
A TM/debit card transactions, you will also need to sign an agreement with a credit card processing third-party
service provider.
46. Electronic Commerce Service fECS}
Using electronic infonnation processing Services, the Electronic Commerce Service automates the exchange of business
and financial information. You must provide us !he accounts and information about which you Wish information
transmitted, the receiving Yendor, and such other information as we may reasonable request. Information through ECS
may be pro\~ded to you via tax, 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
tor 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 information (collectively, 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 lhrough
(each, "Paying Bank'); or (b} to generate one or more electronic mes (from the original Electronic File) for presentment
directly or indirectly to Paying Bank.
(a) Conditions to Provision of the Service
As conoitions to our providing the Electronic Deposit Service.s, 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 infonnation 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 deposit to any personal
account any item that is made payable to any business, (ii) will only deposit items in your EDS Account 1hat 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 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.
(b) License Grant
As part of the Service, Bank will pmvide guides, and other information 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 solety
as a component in the Service. The Documentation and Licensed Software be used solely as contemplated by this
Terms and Conditions and shail at all times remain the sole and exclusive property of Bank and CJstomer shall
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have no right, tibe or interest therein except as expressly provided in this Terms and Conditions. Bank and any
third party claiming through Bank reserve t'le right to protect its rights, title and interest in and to the
Documentation and Licensed Software by enforcing its rights against Customer directly. This ficense shall
terminate when t'le Terms and Conditions is terminated.
(c) No Grant
Nothing in I.his 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 Eledronic File to Us.
You will use hardware meeting our specifications and our Electronic Deposit Service softv1are to scan Items mat
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 speciiications as established by us from time to time.
(e) Disposition of Imaged Checks
You agree that all Items belong lo you and not to us and that those items shall tie handled in accordance with the
Terms and Conditions and any User Materials. After receipt by us or 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 verificaiion. 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
destmy the originals of all 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.
(f) Responsibility for Multiple Deposits of the Same 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 iinancial institution, whether intentionally or
unintentionally, whether as a result of fraud tor 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 determined 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 il'em imaged using EDS or liability arising from our printing of
an~ substitute check from those images.
(g) Adjustments
You agree that in the event that an electronically captured [tern is captured for an incorrect amount, we may make
a credit or debit adjustment to your account in order to correct the error. In 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
amo;,,int directly with the maker of the item.
(h) Processing Your Electronic File
If you transmi: your Electronic File to us before the cut-off :ime we separately disdose to you on any day which is a
Banking Day, we will review and, if appropriate, process your Electronic File on that Banking Day. If 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 Banl<jng 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 !terns drawn on
banks located outside the United States, items drawn on U.S. banks in foreign currency, Electronic Images that are
Hlegible (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 Fiie, 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
oniy do so by depositing the origtnal 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 retu11ed to us because, among other reasons, the Electronic Image is
deemed illegible 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 othen.vise 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 EDS Account
G) Your Special Representations and Warranties for Each EDS Deposit
You represent ano warrant to us for each EDS deposit
G)(i) You wiil 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.
(j}(ff) 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 a=rdance
with applicable Jaw and commercially reasonable industry standards.
G)(iii) 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 Checks section.
G)(rv) You will maintain control over and responsibilrty for any and all sensitive electronic data relating to
consumer information. Said data includes but is not limited to consumer names, addlolsses, and account
numbers. Pursuant to the previous paragraph, You are re:;.ponsible for the saiekcep'1ng of all electronic data and
notification of any compromise of such data.
U)(v) You will not submit any duplicate Electronic Images to 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, un!f'.ss we have notified you that the Electronic Image is an Exception
Item.
(j)(viQ You will transmit to us only Electronic Images that are suitable for processing, including, but no! limited to,
Electronic Images ihat are legible and contain readable MICR data.
G)(viii) You agree to notify us immediately if duplicate items are transmitted to us using ElJS or if a duplicate
deposit is made either to us 01 to any other financial institution. You agree to c,,ooperate with us in identifying
duplicate items.
Q)(ix) You agree to not reverse, der,ompile or reverse engineer the Licensed SoftNare.
Ci)(x) You agree to use commercially reaso1able efforts to protect and ser..,ure th€ Documentation and Licensed
Sofuvare against, and prevent any improper use and/or theft thereof,
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G}(Xi) You shaH not, without our consent, r.ombine into any system, the hardware or Ucensed Software, and
that the hardware and Licensed Software shall be used exc!usively in accordance with t~e Documentation.
O)(xii) You agree to, upon our request following termination of the Service, return to us the Ucensed Software
and Documentation at a time and in the manner agreed upon Dy us.
(k) Availabiffty of Items; Rules Governing Items
(k)(i) You agree that Items deposited to your EDS Account will be made available to you on the schedule
provided to you in your User M;:iterials.
(k)(ii) You agree that Items deposited to your EDS account are governed by the Uniform Commercial Code just
as if the Items had been deposited to your account in paper form.
48: Image Clearing Service.
(a) Description of Service.
Our Image Clearing Service ("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 the&e 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 flle of such Electronic Images and other information (collectively,
the "Electronic File") to us for deposft to your checking account wfth us ("ICS Account"). After we receive your
Electronic File, we, at our sole option, use the Electronic File either: (a) to create substitute ched<(s), that we
present to the bank on which the Paper Item Is either: (i) drawn or (ii) payable at or lluough (each, "Paying Bank");
or (b) to generate one or more eleclronic files (from the original Electronic File) for presentment directly or indirectly
to Paying Bank.
(b) Conditlons 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 a11d 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 )(iii) use the Service for you alone and not for any third party, absent our express wrftten consent, and
(b)(iv) mrnply with the User Materials and other guidelines and restrictions regarding the Electronic File as we
rnay communicate to you from lime to time.
Yo'J also agree 11·,at you
(b)(v) will not deposit to any personal a=unt any iiem that is made payable ta any business (without pre
approval by your Relationship Manager,
(b){vQ will only deposit items in your ICS AC"'...ount that are made payable in the name in which your ICS Account
is titled, arid
(b)(vil) will not deposit items in your !CS Account that are payable jointly to f:...vo or more persons or to any
business in which two or more persons hold an interest unless the same persons hold the same inierests in the
account in which the items are deposited
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(c) Creating Electronic Images and Transmitting Your Electronic File to Us.
(c)(i) You will use your hardware and softw-are to scan Items that you wish to deposit to your ICS A=unt 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 specifications 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 oi the eiigible check Electronic Images rnus\ meet the image standards, as outlined in our Image
Clearing Serv\ces File Specifications document You also are responsible ior ensuring the MICR line information
from the original check is accurately scanned, entered or repaired for each Electronic lmage.
(c}(iii) You recognize that a Electronic Image may not capture or include 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 raiiure to provide full and correct MICR data 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 file shall not be deemed received by us until we receive the El.ectronic Image
file.
( d) Disposition of Imaged Checks.
You agree that all Paper Items belong to you and not to us and that those Paper Items shall be handled in
accordance witli these Tenns and Conditions and any User Materials. After receipt by us of any transmission by
you to us of imaged Items for deposit to your ICS A=unt, 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 will be posted within one business day but, we reserve the right to post a
rejection of any Item at any time. You will retain the original of all original checks which you image through the
Service for a reasonable period of time as detennined by you and in accordance with all applicable state and
federal laws and regulations, but in no event iess than iourteen (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 counsel 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 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 !CS Account, and to the extent
funds in your ICS Account are insufficient to cover such amoun~ any balance shall be debited by us from any of
your other deposit accounts as determined by us in our sole discretion. You farther acknowledge that you, and not
we, are responsible for 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 iiability
arising from our printing of any substitute check from those images.
(f) Adjustments.
You agree that in the event that an electronically captured Item fs captured for an incorrect amount, we may make
a credit pr debit adjustment to your !CS Account in order to correct the error. In tile event that the adjustment
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 yau transmit your Electronic File to us before the cut-off time, as set for+.h in the User Materials. on any day
which is a Banking Day, we w:H review ard, 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-off time on any Bankirig Day, we will review and, if appropriate, may
process your Elecironic File on the next Banking Day
(h) Exception Items.
\'Vhen we review and process your Electronic File, we may reject any Electronic Image that we. in our sole
discretion, determine to be ineligible for the ICS Services (each, an "Exception Item") including, wtthout 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), Eiectronic 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 notify you of all Exception Hems. You agree that if you wish to ai!Ernpt lo deposit any Exception Item to any of
your deposit accounts with us, you will only do so by depositing the original Paper ttem 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 cr10aled by us therefrom may nevertheless be returned to us because, among
other reasons, the Electronic Image is deemed illegible 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 !CS Account.
(i) Funds Availability.
We shall make funds from accepted Electro11ic Files available according to our funds availability schedule and the
Deposit Account Disclosure Agreement for Personal or Business Accounts, as aopropriate. Our funds availabnity
schedule will be provided to you upon request and may be amended by us from time to time.
Q) File Suspension
G)(i) The Bank may request to suspend the submission of files with at least 'twenty-four (24) hours written
notice to you if continued submission of files is or will be cornmercialty unviable. Such notice shall provide in
reasonable detail the reasons that the submission of files has been suspended. Upon receipt of such notice and
request, you shall consent or object to the suspension in writing as prompUy 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 the 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 files 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 Specfal Representations and Warranties for Each !CS Deposit
You represent and warrant to us for each ICS deposit
(k)(i) You will ensure the image is an accurate representation of all infonnation on the front and back of the
original :;heck at the ti:-ne the original meek was converted to an image, and the image contains au endorsements
irom the 01iginal check;
(k)0i) You will maintain each image (or related electronic data file) contains a record of all MICR line infonnation
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 from that Electronic 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
Spec1iications document.
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(k)(iv) You wiH use the !CS Services only for liems that are payable to or endorsed or deposited by you and that
are not ineligible for any cf the reasons described above as Exception Items.
(k)(v) You will maintain control over and responsibility for retention and ciestruction of original Items. In that
regard, you are responsible for the safekeeping of an original Items and other sensitive information in accordance
with applicable law and ·:ommercia!ly 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 fhe Disposition of Imaged Checks sedion.
(kXvii) 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 !o 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 oomprornise of such data.
(k)(viii) You will not submit any duplicate Electronic Images to us.
(k)(ix) You will not deposit to your !CS Account or otherwise negotiate any original Item from whic.'i 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 (o us an Electronic File, unless we have notffiea you ti-rat the Eledronic Image is an Exception
Item.
(k)(x) You will transmit to us only Electronic Images that are suitable for processing, including, but not limited tc,
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 SeNices or if a
dupUcate deposit Is made either to us or to any other financial institution. You agree to cooperate with us in
identifying duplicate items.
(I) Testing
The parties will agree upon testing to be performed whenever software or hardware modifications or
enhancements, initiated by either party, may affect the creation and processing of !CS files. Both parties will make
their best effort not to impact the accuracy of the ICS file formats.
49. lmageExpress Services
Our imageExpress product provides you with copies of paid checks, either online or by CD-ROM. lmageExpress CD-
ROIV: offers the convenience of check storage of your paid check images on CD-ROM. lmageExpress Remote Inquiry
offers orr-line \1ewing of paid and deposited check images from our image archive within 24 hour;; of the pay date of an
~m .
50. Online Banking Services
Our Internet Banking Services enable customers to use the World Wide Web to access account balances and
transacifon information and to store this information on their personal computers. We also have available a SeNice that
permits you to initiate certain electronic transfers. Your deposit account hforrnation that is accessible via t~.e Web is
updated each Ban~ing Day and is current as of the end of the previous Banking Day and will include any currert Banking
Day activity that has been memo posted to the account You agree that application for and use of our lntemet Banking
Services is subject to all terms a.nd condrtions applicable to your deposit agreement(s) with us to the extent they are not
iriconsistent With the Terms and Conditions. You agree that your request for and acceptance of the Servi:;e(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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Cash Management Terms and Conditions
(a) Balance Reporting
The Balance Reporting Service provides you with online access to linked account balances, transaction, and
investments. The Service may be customized to Um Services you receive and the information you need.
(b) Onl!ne Bill Payment Services
(b)(i) Our online Bftl Payment Services allow you to make payments from any Bank of the West checking
account (called the "Bill Payment Account"), as follows: (i} A Bill Payment may be made or scheduled from the Bill
Payment A=unt you designate at a time up to 365 days in advance of the date the payment is to be made (called
a "Single Paymenf'). Alternatively, a Bill Payment may be set up as automatic recurring payments to be made at
substantially regular 'intervals (that is. monthly, quarterly, etc.) in the same amount and to the same payee (called a
"Recurring Payrnenf). The Bill Payment Account musi be a checking account against which you are permitted to
write an unlimited number of checks during each statement cycle. (iQ The maximum amount of any one Bill
Payment is the lesser of the current available deposit balance in the Bifl Payment Account (plus any available
credit in an associated iine of cradit) or $25,000.00. We reserve the right, at our sole discretion, either io complete
or reject any attempted Bill Payment !hat exceeds the applicable limit or available balance. Regardless of our
decision in that regard, your Bill Payment A=unt may be subject to an overdraft/returned item fee, as stated in
the deposit account documentation. In addition, we reserve the right to further limit the dollar amount or the
frequency of transactions from any of your deposit a=unts for securtty reasons, without liabifity to you. (iii) Each
Bill payment must be made in United States Dollars and directed to ar1 Eligible Payee as directed below.
(b)(ii) Eligible Payees -All payees you property select are Eligible 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 ot payee
categories that are not Eligible Payees without prior notice when required by law or regulation. It, despite this
Agreement, you direct us to make a Bill Payment payable to a payee that 1s not an Eligible Payee, you authorize
us, at our absolute discretion, either to (a) decline to make the payment, (b) make or attempt to make the payment
and charge the Bill Payment A=unt against which your payment is drawn fur the full amount of the payment; or
(c) charge the Account against which your payment is drawn tor the full amount of the payment and freeze the
payment sr1bject to legal requirements.
(b)(iii) Payment Instructions -You must enter your payment instructions no later than four (4) Banking Days
before the payment due date. Do not include any grc1ce 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 detennined by the online
Bill Payment service, you will be so advised and the system will not confim1 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 Servic.e 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
at the payment from the Bill Payment A=unt 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 -sly upon us to discover or
prevent klss as a result of a fraud or erroneous payment
(b)(iv) Bill Payments -Your Bill Payment wili be made. a! our sole discretion, either by electronic funds transfers
to me Payee through ihe 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 determine
when the amount of the payment will be deducted from the 8111 Payment Account (i) Payments issued by Direct
check will clear your account just as a check you wrote yourself. The check vvill post to your account and an image
wm be available via the lnfonnaiion Reporting module of our online Cash Management platform, or ii) for payments
delivered via electronic funds transfer, t'ie account will be debited on the sd1eduled due date. Your periodic
s:atement v.111 reflect 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 a=unt number assigned to you by ihe
Payee. This number will b6 inciuded on the meek 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
the Payee will not be receiving a traditional payment coupon aiong with your payment. If the account number ai
the payee is either or:i~ed or incorrect in any way, we wiil 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 of a payment stub or coupon with your
pa:;ment and may deiay or refuse to process online Blll Payments bervause they will not conform to their internal or
contractual payment reqllirement:s. We are not responsible for any delay in or refusal with regard lo the processing
of your Bill Paymen: 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 BiU Payment or if,
for any other reason, a Bill Payment cannot be completed, we wm reverse the payment by re-crediting the amount
of lhe payment to the Bill Payment Account unless we notify you otherwise. 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 deiay in
accepting and processing. or the Pe.yee's non-acceptance or return of any payment
(b)(v) Canceling Bill Payments -You can cancel arw 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 Cutoff lime on the Process Date for the payrnenl If you do not meet that deadline, the 811!
Payment seNice 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 \>Viii 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 Payment Service
(c)(i) You agree to place any stop payment within the time frames and subject to the terms described in the
Use.r Materials. We will validate the clearance of paid checks up to one statement cycle in arrears. Any item !hat
clears prior to the current statement cycle requires you to review your records. A stop payment may be placed for
an 'tern paid prior to the current statement cycle.
{c)(ii) 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 detennine 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
the period designated in the appiicabte 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 information includes. withoul limitation, commercial loan balances for the current
Banking Day as well as loan invoice history information; however, the accessible information is for informational
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 f'Or lending transactions nor does it replace your
official bank statement. Certain restrictions apply and some comrtercial loans may not be eligible to be
accessed via the Internet Banking Service. For more information on non-eligible commercial loans and
accessible information available through the commercial loan reporting function, please refer to the User
Materials.
Si. Other Electronic Bankinq Service
We offer a line of othe1 online cash management Services that are accessible with software via computer/modern.
52. Payment Orders (l/1llre Transfers and ACH)
This Service pennits you to request and send domestic and internaticnal funds transfers. As used in this Booklet, the
terrf' funds transfer is equivalent tc the term "funds transfer" as defined in Unifonn Commercial Code, Article 4A. As
used .n this Booklet. "Payment Orders' include, v.-ithout limitation, requests for, and amendments and cancellations to a
funds transfer. 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 ac;.,r-ounts 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 "''hether you wish to conduct
repetitive Payment Orders, nor,-repetitlve Pa1•ment Orders, or both repetitive and non-repetitive Payment Orders.
Our online Cash Management platfo;m 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 thal 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 rnaintain sufficient collected funds in a
designated account or sufficient availabfe funds in a credit line we have made available to you for the amount of
eaeil 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 sud1 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 tt1e communication. We
will have no liability if cancellation or amendment is not effected.
(d) Foreign CummcyTransactions
You acknowledge that foreign currency Payment Orders mus[ 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 currency wires are given a Value Date, typically two deys ahead of
the send date. We require the setting of a Value Date eartier than the settlement date to ensure that the funds can
be obtained 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 Stales 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. !f the Payment Order is retumed for any reason, Company agrees to accept any fore!gn
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 and expenses incurred by the Bank.
(f) lncons!stency of Name and "'umber
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 ot the account holder for that a=unt does no! 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
SpeciaJ security procedures app!y to Payment Orders. Piease see Sec'.ion 14(b)
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(I) Tenns and Coru:titions Applicable to Payment Orders through ACH Services
These Sef\/ices permit qualifying customers to initiate credlt entries or payments to a :hird party ('Credit Entries')
and/or debit entries or collections rrom a third party ("Debit Entries') all in accordance with this Booklet, the ACH
Rules, and the ACH Requirements. All ACH Services are provided subject to the ACH Requirements, and ·1n the
event of any conffict between anything contained in the Terms and Conditions or any Bank policy, procedure,
ststernent or representation, on the 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 Requirements must stili 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 their definitions in the ACH Requirements.
Definitions of such terms are provided herein for =nvenlence oniy, 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 soie discretion, that continuation of the Services
subjects us to unacceptable risks. Suspension or termination of Services does not affect either your or our rights
or obligations with respect to Entries initiated prior to such suspension or termination.
(i)(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 Deposlto1y Financial lnstiiution ("ODF!") under the ACH Rules.
When you originate a Credrt 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 lnstil1Jtion ("RDFI") under the ACH Rules.
(i)(ii) ·Transmittal of ACH Entries -If approved for the ACH Service, you shall transmit Credit Entries and/or
Deb~ Entries, as appropriate, to us to the location( s) and In compliance with the formatting and other requirements
provided to you by us. You agree that your abllity to originate Entries under this Booklet is subject to exposure
limits in accordance with any Funding Urnits set by us.
(Q(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 limfts can include, but are not necessarily
limited to: (i) total dollar value of individual ACH files transrnitied 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 establ'ish for you from time to time. You understand and agree that any flle or file Entry received by us
that would exceed any of the exposure limits established for you may, in our sole discretion, be deiayed 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 Settlement of ACH Entries -We will process Debit Entries and Credit Enmes
received from you that conform to our esiabiished file specifications, transmit such Entries as ODFI to the ACH
Operator and settle such Entrles, all in accordance with the ACH Rules. We will use reasonable efforts to transmit
such Entries to the ACH Operator in accordance with the iile receipt cutoff tir:ies and transmission timeframes set
forth in our ACH Pnocessing Schedule, as amended from time to time. Ask us for a copy of our current ACH
Processing Scheduie. In the event EntriP,s are not transmitted on the date of receipt, ·we generaf!y 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.
(i}(v) On-Us Entries -If an Entry is received for debit from or credit to an account maintained \/\~th us, it is
considered an "On-Us Entry." On-Us Entries often settle sooner than olher Entries. Please see our ACH
Processing Schedule. Settlement of all Entries is in accordance with and subject to the ACH Rules.
0) Payment for Services; Settlement Options
(i)(i) Payment for ACH Sef\/ices -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 fwm or otherwise amended rrom
time to time. in addition, you agree to pay us the amount of any sales, use, excise, value added, utility or other
.s..
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similar taxes imposed on such Services (other than taxes imposed 011 us based upon our income), as wen as any
fees for relaied Services at our standard rates for such Services to the extent such SeNices are ir.curred in
connection with providrng ACH Services.
(j)(ii) Settlement Options -You mLlst pay us the amount of each Credit Entry and each reversal of a Debit Entry
on or before the settlement date (the •Set11ement Date" as specified in the ACH Rules) for the transaction.
U)(iii) Payment Account -We may, without prior notice or demand, obtam payment of any amount due and
payable to us for ACH transactions by debiting the accounts designated by you for such transactions (the
"Designated ACH Accounffi'). Unless we make alternative arrangemenis with you. the Designated ACH Accounts
will al&a be the accounts to which Credit Entres are credited. You are required to maintain a sufficient balance in
the Designated ACH Accounts at all times to cover expected transsction dollars originated by you. In the event
there are not sufficient funds in the Designated ACH Accounts to rover 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 Accounts
are established or established at some later time. You further agree that we may, at any time, require you to
establish a reserve account (the "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 will notify you if we require a Reserve Account and if we require any increase in the Reserve
Account from time to time. You sgree that we are not liable for nonpayment of any checks drawn against accounts
from which we withdraw funds in order lo fund the Reserve Account. Transactions submitted to us may be
defayed until we are able to satisfy oui'Selves that t~e funds in the Designated ACH Accounts will be sufficient to
satisfy any funding needs. In the event you te1minate your relationship with us or othelWise 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 all outstanding transactions or returns have cleared and the timeframe for
rejection or return has E!)q)ired.
(j){iv) Funding Umits -We offer both Credit Guidance and "re-Funding as two methods to providing you with
Funding Limits.
G)(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 debrt your a=unt on the Effective Entry Date. In the case of Debit Entries, we will fund your
account on the Effective Entry Date.
O)(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 a=unt must have sufficient available funds to cover the amount of those
Credit Entries. We will utilize the Presentment Date for settlement and will debit funds directly from your
designated a=unt on the day Entries are received, You must present Credit Entries to us not iess than one
banking day prior to the Effective Settlement Date of such Credrt Entries. As to Debit Entries, we will fund your
designated a=unt for the offsetting amount of those 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 foilov.•ing 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 ho!ct(s) msy be adjusted periodically based on
your orrginations and returns. We will advise you if the ho id portions and number of days are adjusted. .
(!}{vii) Debit Entries on the Effective Sertlement Date. -We may place all or a portion of the fund~ represented
by the Debit Entries on hold for a pre-<letermined number of Ba11king Days following tr,e Effective Set:tiement Date.
We wilt provide you with hold terms for Pre-Funded Debit Entries in writing. The pre-<letermined number of hold
days and portion(s) of hold(s) may be adjl.'Sted periooicslly based un your originations and returns. We w~I advise
you if the hold portions and number of days are adjusted ..
G)(viii) Credit Guidance Conversion -We reserve tl",e right to convert you from a Credit Guidance status to a Pre-
Fund status at any time, v.ith or without cause and with or \l\~thout prior notice.
lj)(ix) Your Representations and Warranties Regarding ACH Entries -Each time you originate an Entry, you
represent and warrant \o us that (i) ead1 person showing as the Receiver on an Entry has authorized the
transaction and the debiting or crediting of !he designated a=unt in the amount shown ana on the Effective Entry
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Date designated an the Entry; CTi) such authorization is in writing and signed by or similarly authentlcaled for all
Debit Entries; ;ii0 you have taken commercially reasonable measures to authenticate the Receiver. (iv) such
authorization is operative at the time of transmittal to us; (v) Entries transmH:ted to us by you are in accordance with
all requirements of this Booklet and the ACH Requirements; (vf) you will perform all your obligations hereunder ir.
accordance with all the ACH Requirements and a!i other applicable lam and regulations, including the sanctions
and laws administered by the federal Office of Foreign Assets Control; (vii) for all Credit Entries, you are bound by
and will comply with the ACH Requirements in effect from time to time, including without limitation the provision of
the ACH Rules that makes payment of an Entry provisional until final settlement, and you specifically agree ihat if
settlE?.ment is not received, we will be entitled to reverse such transaction. You further agree to indemnify us from
and againsi any losses or expenses we may incur as a result of any breach of these representations and
warranties. In the event you violate any applicable Rules or regulations and a fine is imposed on us due to your
negligence, whether caused willfully, by negligence or oUierwise, we may charge, and you agree to pay, such iine.
including fees for research, attorney's charges and other related costs to the violation_
U)(X) Rejection of Entries -We may reject any Entries that do not conform lo the requirements set forth herein
and in the ACH Requirements and any other standards, guidelines or procedures we may establish from lime to
time. We may also reject any Entry that specifies an Effective Entry Date that is more than 30 calendar days after
\he 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 light to reject future files
or file Entries that are otherwise subject to rejection. We have the light 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 :hat
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 :Jay on which we would otherwise transmit such file or Entry. We
will notify you of such rejections no later than 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 Vl~ll 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.
G)(xi) Disputes with Receivers -In the event that we become involved in any dispute between you and any
Receiver(s) relating 1o any Entry, you agree to hold us harmless and to indemnify us, our officers, directors,
employees, and agents against claims, liabilities, and expenses arising out of the dispute.
O)(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 cancellation or amendment of
an Eritry if we can do so prior to its transmission to 1he ACH Operator or, in the case of an On-Us Entry, prior lo
debiting or crediting the Receiver's account. We are not able to cancel or amend any Enny after it has been
transmitted to the ACH Operator.
(j)lxiii) Pennissible SEC Codes -Once approved as an ACH Originator, upor'\ 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 tile may be
rejected and may not be transmitted by us to the ACH Operator or may be transmitted. In either case, you are
obligated ro comply with all applicable ACH Requirements and applicable laws_
U)(xiv) Returned ACH Entries -We will notify you either by phone, electronic transmission or by mail of the
receipt of a returned Eniry from an ACH Operator no later than one Banking Day after the BanKing Day of such
receipt Excepl for an Entry retransmitted by you in accordance with the ACH Rules, we shall have no obligation to
retransmit a returned 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 Notificaticn of Change (Corrected NOC) Entry received by us
relating to Entries transmitted by you. We will provide such inforrnation 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 o~ Corrected NOC are 71ade within six (6) Banking Days of your receipt of the NOC information from us or
prior to initiating another Entry to the Receiver's account, whrchever is later. Should you receive notice that any
ACH pre-notification has been rejected, you agree no! to initiate any Entry until the cause for rejection has been
corrected and another pre-notiiication has been submitted and acr..epteci by the RDFL You shall cease initiating
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Entries immediately upon receipt of any actual or constructive notice of Receiver's teITTlination or revocation of
authority.
fj)(xvi) Returns will be monitored for excess activity. You agree to work with us should you have returns that are
deemed excessive or if we receive notice from any regulatory or governing body of excessive returns. ,
(j)(xvii} Reconciliation of the Designated ACH Account -Entries transmitted by us or credited 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
sho1M1 on your periodic statement If you do not notify us within thirty (30) calendar days after the first periodic
statement on which a discrepancy appears, you agree that we are not liable for any and all losses and/or other
discrepancies Iha! result from your failure to give nonce within such timefram<;!. You agree that you waive any right
to dispute a transaction in the event you fail to notify us of the discrepancy within thirty (30} days after your receipt
of the first pe1iodic statement on which the discrepancy appears.
(j)(x:viii) 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 pror..essor engaged by you. You also may transmit ACH files to
us through our online Cash Management platfonn. If you use our online Cash Management Platfonn, then the
procedures for that platform will be provided to you separately, and those procedures wiil apply. If you do not use
our online Cash Mana9"'.ment Platform, then the following procedures will apply. In the event you transmit files
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 p;ocessor complies with all of the following requirements on
your behalf.
(j)(xix) Authorized Computers -We will authorize and license you to use one or more computers for transmrtting
your ACH files to us. You are solely responsible for access by your employees or other authorized representatives
to the autrlorized computers and to the data files maintained on the computer. YoU! authorized representative will
be able to access the ACH system by utilizing prearranged logon procedures consisting of user identification
names and passwords. Your author1zed representative will provide us with verification of fhe totals contained in
tlie transmission by communicating tota!s 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. ln 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 totals. Facsimile notifications should be
provided on your company letterhead, reference the exact name contained In our records as accountholder and
contain an authorized signature.
O)(xx) ACH Schedufing 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 form 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 scheduJeci 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 fiie transmissions that
occur as a result of changes to your established processing schedule if not communicated to us in a tirnely manner
and accepted and approved by us.
(j}(xxi) ACH Totals -We will verify that the file totals agree with the information grven to us by you by telephone
or facsimile transmission or other previously agreed upon media In t~e event ot a discrepancy in the totals, we will
contac:t your specified authorized representative. If an authorized representative is not available, we will not
process the file until an authorized represeniative can be contacted on the following Banking Day.
(i)(xxii) ACH Data Integrity-You are solely responsible for the acwrate creation, modification, and deletion of the
account inforrnalion maintained on your personal computer and used for ACH transactions. You agree to comply
with any wm:ten procedures provided to you by us for the creation, maintenance and initiation of ACH transactions.
U)(xxili) 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 authorizaiions for ACH Entries for a period
of at least 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 original
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authorization. If you originate RCK Enties, autnorizations must be maintained for at least seven years following
the settlement date.
O>:xxiv) Reversing ACH Entries • In !he event of duplicate or erroneous files, as defined in the ACH Rules, we wm
allow you to send reversing Entries. Reversals must be made within five (5) days of the original settlement date
per the ACH Rules. You rnusl 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 c'ioose.
O)(xxv) Duty to furnish Documents -From time to time, we may be requimd to obtain Receiver authorizatior.s.
You agree to furnish us with copies of Receiver authoriza'.:ions or other dcr...uments within f.ve (5) business days of
our initial req~iest. Documents shall be provided by you to us at your own expense.
(k) Money Transfer Service
You ca1 initiate the transfer of funds from your accm;nts with us using our Onfine Cash Management platform.
Using this onl'lne Money Transfer Service, you can transfer funds and adjust balance levels in your accounts and
shall pay Bank charges for the Services provided herein a=rding to the Bank's current fee schedule. You must
provide information 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 fee with the result that the payee/beneficiary may receive an amount that is less
than the face value of a money transfer. i') Beneficlary's complete International Bank Account Number (IBAN) is
requirecd for wires sent to Europe. An incomplef:elmissing IBAN may result in a wire reject or retc1m with additional
charges assessed by the receiving bank. iii) wires sent to Mexico require an 18-digit CLABE as the beneficiary's
account number.
(I) Terms and Conditions Applicable to Wire Transfers
These Services permit qualifying customers to initiate wire transfers in accordance w'.th this Booklet and applicable
staie and federal laws and regulations and other applicable legal requirements {collectively, the 'Wire Transfer
Requirements'). All Wire Transter Services are provided subject to the Wire Transfer Requirements. You agree to
comply with the Wire Transfer Requirements.
The Wire Transrer Services are also subject to the requirements described above under 'Money Transfer Service."
53. Positive Pav Services
Under our Positive Pay Service, you have three options.
(a) Traditional Positive Pay Service
With U1e 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 (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 f1agged and made available io you, so that you can make a
pay/no-pay decision on each flagged Item. Under the Traditional Positive Pay Service, you will receive account
reconcilement ·eport1ng; however, you must agree to have our Account Reconcilement Service (Traditional
Service) to receive such reporting. For more informaticn on how the Traditional Pos'tive Pay Service works
including, without limitaticn, delivery and cutoff times, reporting features, and each part{s responsibilities and
obligations, please refer to the User Materials.
(b) Stand-Alone Positive Pay Service
W.'\h the Stand-Alone Positive Pay Service. you agree to provide to us the following Issue Information for each
Item (i) Item serial number, (1i} dollar amount of the Item; and (iii) Item issuance date. Using your lssue
Information, we wi!I deftver tc you on each Banking Day a Reported Item List that allows you to return unauthorized
Items. Items which de not mate'! the Issue Information will be fiagged a'ld made available ta you, so that you can
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Cash Management Terms and Conditions
make a pay/no-pa)' decision 011 each Hagged Item. There wm be no account reconcilement related reporting
available wrrh the Stand-Alone Positive Pay Service. For more information on how the Stand-Alone Positive Pay
Service works Including, without limitation, delivery and cutoff times, reporting fearures, 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 to us the following Issue Information for each Item: (i)
the payee narne(s) on the Item; (ii) Item serial number; (iii) dollar amount of the Item; and (iv) liem 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 :s available for the Payee Positive Pay Service if you agree lo have our A=unt Reconciiement Service
(Traditional Service). For more information on how the Payee Positive Pay Service works including, without
nmitation, delivery and cutoff times, reporting features, and each party's responsibilities and obligations, please
refer to the User Materials.
(d) General Terms and Condifions Applicable to All Positive Pay Services
(d)(i) If the Issue Information you provide does not precise}y match the information captured frorn the Item
during the course of processing operations, then we or our Servicer will create a Reported Item Lisl From time to
time in advance, we or our Servicer may permit you to establish parameters for Items you wish to appear on your
Reported ltern List.
(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 timefrarnes. 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 ail" approach. We will then
pay all Items subject to the availability of funds on deposit. In 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 ltem on the Reported Items List is paid, either by you or by your standing Instruction, the issue
information will be updated by the information from the !tern.
(d}{iv) Any Items rejected under a Positive Pay Service 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 Item 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 ihe duty of Servicer, as applicable) to you is to provide the Reported
Items L'st We shall have no responsibility or liabiljt;y for payment of any check or draft which precisely matches
the issue data on file for any Item or account; except that if you claim an !tern 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 otherwise paid prior
to the time that you: (i) instruct us to pay or return the Items 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 liabiii!y, including liability related to obligations arising under applicable law, or otherwise concerning
examination of Items presented for payment, and you hold ~s (and Servicer) harmless from any and all claims
made by anyone (irduding, 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 issue infonnation regarding the Item at the time of presen!ment for
payment) for loss or damage, or 'or breach of security, or tor 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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Cash Management Terms and Conditions
place a stop payment order on any Item to be returned. Any such stop payment orders will be subject to our
c;ustornary stop payment fees.
(d)(vii) You acknowledge that our Positive Pay Service is intended to be used to identify and retum Items which
you s:.ispeci, in good faith, are frauouienl The Positive Pay service is not intended to be used as a substitute for
your placing stop payment orders on Items whic.11 you do not wish to be paid and which are not suspected as being
frauoulent. if we suspect or condude, in our sole discretion, that you are using the Positive Pay Service in vioiation
ot the previous sentence. we may require 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
Positrve Pay Service which are not established as fraudulent Items
(dXviii) 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 fall 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,
counterfeit 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 (Lockbox)
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 other deposited items that were sent to the Designated Address and appear to be tor
deposit to your credit, even if you are a join! 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 iegal process. The crediting and collection of checks and other deposited items will be
handled under the terms and conditions as agreed upon by both parties.
55. SecureDirect Servrces
Our SecureDirect suite of Services provides you access to your designated accounts at Bank of the West using a Bank
of the West interface as a single point of entry through which you may directly conduct banking transactions using your
computer and your compatible third-party accounting syste.11 provide' 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 SecureDirect Service to you is subject to, and you shall be bound by, aH applicable terms,
provisions, or conditions of any seJVice provider agreement between us and any service provider, and in the event of a
conflict between the ~erms of the Terms and Conditions and the applicable terms of any service provider agreement, the
ierms of such the service provider agreement shall govern and control. You acknowledge and agree that you are not a
third party beneficiary of any service provider agreement and shall no! 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
ali !imitations and disclaimers provided in such service provider agreement.
You acknowledge that the SecureDirect Service may involve the transmission of confidential consumer information that
may be subject to federal andior 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 infomiation provided by you to us contains protected health infomiation subject to
the federal Heal1h insu:ance Portability and Accountability Act of 1996 and regulations promulgated thereunder by the U.
S. Department of Health & Human Ser-.lices.
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You shall comply with al! security procedures estabiished DY us for the SecureDirect Service. The specific security
procedures are set forth in Sectlon 14 of this Booklet and the SecureDirec: Security Procedures Addendum attached
hereto and included in this Bookie! a;-id the Terms and Conditions by this reference. Sue.Ii security procedures shall be
amended from time to time in accordance with this Booklel You agree that all SecureDirect Requests contain sensitive
banking infonnation and shall only use secure transmission options provided by us. For some Payment Orders and
Services such as ACH, Wire Transfers and Online Banking, other established security procedures are utilized when
accessing such Services through the SecureDirect Service. 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 Service by unauthorized empiOyees, agents, vendors and customers. You understand !hat 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 no! be liable or responsible to you
for any errors or loss or ur.authorized acceso. to your a=unts attribu"3ble to the third-party accounting system or
sott:"are or computer hardware.
You acknowledge that we have no obligatio'1 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
SecureDlreC: Service 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 bl1siness operations,
(ii) shall not use the SecureDirect Service in violation o!' 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,
natwork processing, network telecommunications or similar services to any person, whether on a fee basis or otherwise,
and (iv) shall ensure that the SecureDirect Service is used only by your authorized users in accordance with any
documentation we provide to you. In 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
modifications, revisions, and updates in the SecureDirec:t Service, including changes in programming languages, rules ot
operation and screen or report format, as and when they are implemented and/or made available 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 !he SecureDirect Service, and we shaTI not be
responsible for any delays or additional fees and costs associated with your failure to timely perform such obligations.
(a) Integrated Payables
Integrated Payables is a service within the suite of SecureDirect Services. Our Integrated Payables Service
offers customers a soltJtion to automate their accounts payable processing. The Integrated Payables Service
creates a secure gateway to exchange machine-to-machine payment information between '.he 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 lntegraled Payables Service works in conjunction with thiri:l-party accounting systems or
software determined compatible by us in our sole discretion. Not all third-party-accounting systems or softwa'e
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 applicable payment mechanism. When the Integrated
Payables Service is used to access other the Bank's service..<>, products, or payment facilities (including, withoU:
limitation, the wire transfer service, 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 reouire to evidence your agree1".1ent to our terms and conditions for services, products,
and paymen1 facillHes accessed and used by you through the use of the lntegratec Payables Service; ::irovided,
that your use of the Integrated Payables Service to use, access, and/er periorrn o'ther Bank services. products,
or transactions automatically constitutes y:Jur acceptance of and agreement to any and al\ terms, conditions,
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and provisions in effect and imposed by us at the lime of your use or perfo1mance of such services and
transactions without tlle execution of any related documentation by you. You agree to be bound by and to
comply with any and all documentation, instructional materiais or technical information relating to the Lse of t'ie
Integrated Payables Service that Is rnade available to you by us or our service provide~s in connection with the
Integrated Payables Service, as amended from time to fime.
You authorize us to execute all payment requests and settle to your account all payment requests delivered to
us in compliance with the Terms and Conditions and the applicable security proced·Jres. You may from time
to iime 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 al or prior to the established deadline for processing on the
Bt.1siness 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, mies 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 erTor 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 disclaim any and all representa:ions or ~varranties, express
or implied, !hat any transaction executed through the Integrated Payables Service will be bmely 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 eta ims, liabilities, andior damages related
thereto or arising or resulting therefrom. Except for those losses caused directly by our gross negligence or
wl!lful wrongful acts, you agree lo indemnify, defend, and hold us a11d ou~ service provider harmless from and
against any and all losses, costs, suits, damages, claims, liabilii:les, 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 al! counterpnrties to transactions executed by you through the Integrated Payables Service
{including, without limitation, payees of payment transactions 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 lntegrated
Payables Servic.e. In the event we shall permit 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 tail io execute or time1y execute any
instruction to amend, rncdify, cancel, or stop payment on such Integrated Payables transaction.
Additional terms apply to Payment Orders. Please see Section 52.
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56. Sweep Services.
(a) Deposit Sweep Service
Our Sweep Services allow you to transfer unused balances from your demand deposit account into a Eurodoliar
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
Ai your request, and with tne Bank's approval, we will establish for you a non-FDIC insured a=unt for your
Eurodollar deposii ('Eurodollar Account) your Fedeml Funds deposit ('Federal Funds A=un!"), or your
government securities repurchase account ("Repo Account") in ar..cordance with the infonnation you provide to us.
(c) Rules Governing Eurodollar Account
The Eurodollar Account will consist of United States dollar-denominated overnight time deposits held at our
Cayman Islands Branr.h (a "Eurodollar Deposif). The Eurodollar Deposit is is!?uec! by the Cayman Island Branch
and payable only at the Cayman Islands Branch, IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORA 'TlON, and is subject to cross-border risks. The Eurodoltar Deposit is nontransferable and
nonnegotiable. By requesting a Eurodollar Account, you consent to the disclosure by our Cayman Islands Branch,
upon the request of any Cayman Islands, French or United States banking or other governmental authorities of all
documents and infonnation 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 do!lar--Oenorninated 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 maturtty 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 A=unt or Repo Account, as the case may be. At the close of business
on each Banking Day, we wifl 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, in no event will we transfer less than $"100,000 into the Eurodollar Account because
that is the minimum balance (uniess it is a zero balance) for the Eurodoilar Account On the fotlowing 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
Tne irterest raie on the Federal Funds Account shall be the Federal Funds Target Rate as computed by the
Federal Operi Market Committee. This rate is found in the official press statement by the Federal Open Market
Committee l'1at follows their most 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 time to time at our Cayman Islands Branch. Our Eurodollar
Depcsit rate is indexed to our Federal Funds rate and will change wi!h the Federal Funds race, 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!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 :he Federal Funds Account, Eurodollar Account or Repo Account 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 arrve at a daily rate, which is then applied to the balance for each calendar day and credited to the
Sweep Account on the following Banking Day. For the Repo Account, interest es described above will be deemed
to include all payments of Pr.cing Differentials as described in the Master Repo Agreement, and we will pay the
quoted rate regardless of any fluctuation in the market price of underiying 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 Re po Accounl
(h) Repo Account Securities Management
Pursuant to the Master Repo Agreement, you will purchase an interest in securities from us to be automatically
repurchased by us from you on a stated maturity date. For each securities purchase transaction. you will receive
an undivided lnterest 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 Account Your interest in those securities may be
subject to liens of third parties, may be used by us for deliveries on other securities transactions, and shall be
subject to our abiliry to satisfy any lien or to obtain substitute securities without prior notice to you.
(i) 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
addrtional Banking Day (until the close of the 1mrnediate!y 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
Account at any time, effective on the tenth day after you give us written notice thereof, so long as you have paid us
an amounts then due. You will then receive any accrued but unpaid interest earned on t.he Repo A=unt through
the date of closing, but any fees debited to the Repo Account before the closing date, including monthly fees, will
be nonrefundable. On the date of closing of the Repo Account, we will reacquire all of your rights in the securities
held in the Repo Ar.count.
G) Security Interest in Securities Held in Re po Account
We will maintain the securities in the Repo Account with the custodian we select pursuant to the terms of the
Master Repo Agreement We intend to transfer ft.Iii ownership of your interest In the securities 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 lo transfer, together with any proceeds, and
while we intend this security interest to be perfected by possession, we make flO repr?..sentation 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.
(I) Fees and other terms
The monthly fee for our Sweep Services is listed in our pricrng schedule and will be automabcally deducted each
mon1h from your Sweep Account.
(m) Limitation ofnability
Jn the event that we are unable to sweep fu'lds into your Federal Funds Account or Eurodollar Account on any day
for any reaso:", '""e will not charge you fees for lne Sweep Services for that day but we will not be liable to you for
any lost imerest you may suffer.
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Cash Management Terms and Conditions
(n) FDIC Eligibility
No FDIC Insurance of Federal Funds Account. Eurodollar AD"....ounl or Repo Account. Your Sweep Account is
tnsured by t"le Federal Deposit lrisurance Corporation up to the current maxirn'..lrn insurance limit (currently
generally $100,0bO), but your Eurodollar Accoun~ Federal Funds A=unt or Repo A=unt is NOT INSURED BY
THE FDIC This means that funds that are swept out of your Sweep Account and inio your Eurodollar Account,
Federal Funds Accourrt 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 wim us {the "Loan Sweep Deposit
Accourtt"}.
(p) Transfer Between Loan Sweep Deposit Account and Loan Account
Each Banking Day, after all transactions for the day have been posted to the Loan Sweep Deposit Account and t~e
Loan Account, we will transfer funds bel:\veen the Loan Sweep Deposit Account and the Loan A=unt as follows:
First, we will transfer any positive Available Balance or l_edger 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 Seivices) from fhe Loan Sweep Deposit A=unt to pay down the outstanding balance
of the Loan Account and to bring tre Loan Sweep Deposit Account back to me Target Balance. If there is no
outstanding balance on the Loan Account, no transfer will be made. If the baiance in the Loan Sweep Deposit
Account is less than tho Target Floor, we will transfer rrom the Loan Account to the Loan Sweep Deposit Accouni
an amount sufficient (up to the maximum available credit iimit) to bring the Loan Sweep Deposit Account balance
back to the Target Balance
(q) Payment
Payrrent of any item presented against the Loan Sweep Deposit Account which would create an overdraft in the
Loan Sweep Deposit A=unt 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 Availabfe Balance or Ledger Balance, as applicable, in your Loan Sweep Deposit
Account is insufficient to pay items presented to the Loan Sweep Deposit Aecount 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 t~e same. Items paid or dishonored pursuant to this section will be suoject to any applicable !'ees
and charges. Ditter than as provided in this Section, no separate loan advances may be made from the Loan
Account. You will 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 Lean Sweep Deposit Account and any
future additional def)OSit a=unts you may have with us as security for the perfonman:;e of your obligations under
the Loan Agreement and the Terms and Conditions. Your rigl1ts in the Loan Sweep Deposit Account and any
other deposits you have witr us.are subordinate and junior to our rights to reimbursement for any withdrawals or
items paid from tne 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. TaxDirect Services
Our TaxDirect Services allow you to use touch-tone telephone or Internet to initiate Federal, Stale and certain local tax
deposits. Our performance of TaxDired 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
entitled to rely on the aa:-.uracy 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 instrJCtions
esta::>lished by us from tima to time, and such data will subsequentiy 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 Tax:Direct Deposit A=unn with sufficient fonds to
cover au tax deposits and other feo.,s and charges related to the TaxDirect Sen~ces. You hereby authorize us to
charge the TaxDirect Deposit Account for t'"le amount of each tax deposrt. as related by you to us. In the event you
fail to maintain sufficierit funds in the TaxDirect Deposit Account. we shall have no obfigatior, to perform the
TaxOirect Services or rrake any tax 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 deposit disbursements, we shall not be
obflgated to do so in the future, regardless of the number of times we have previously aflowed such overdrafts.
You are liable for the payment of any disbursement made by us for TaxDirect Services even though there are
insufficient funds in the TaxDirect Deposit Account at the time the disbursements are made.
(b) Duty to Maintain Records
Nothing herein 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 re\~ew for accuracy alt 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 deposi1s. 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 you.
(c) Service Limited to You
Only you may use the TaxDirect Services. Yau 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 entrty.
(d) We Are Acting Only as Your Agent
!n performing 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 otheiwise 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 wifl 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 !or us to act thereon.
58. Third Party Depository Services
Our Third Party Deposiiory 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 your out-0f 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 !he Service. The Service does not Include check cashing
a1 the third ::>arty locations. Deposits subm'tted prior to the established cu1off hour will be posted to your BOVV
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
pmvided to you, and that any failure to follow these instructions may result in a delay in the nos ting of your deposiL
(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 oe debited or credited to your acco:Jnt in the usual manner.
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Cash Management Terms and Conditions
(c) Notifir::ations
You agree to contact us regarding any questions or other issues that may arise under the Service. Any notice to
the third party regarding the Service does not constitute notice to BOW.
59. Zero 8aiance Accounting SetVices
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 ConCf>..ntration Account and Tier Accounts in ender 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
Col'!centration anclfor Tier Accounts. We will pay those checks up to the collected and available balance on depostt in
the Tier and/or Concentration A=unt 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 Acco:.1nt or Tier A=unt is under different
ownership, all owners must join in the Terms and Conditions and each accepts any financial liablitty for co-mingling
anrllor for the movement of funds between Concentration and Tier Accounts.
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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, aria (iii) physica! access to the components of the Bank Systel'!'l.
ACH shall mean the automated clearinghouse.
ACH Operator means either the Federal Reserve ACH Operator or the EPN (Electronic Payments Network) private ACH
Operator.
ACH Requirements means tl-ie Uniform Commercial Code, applicable state and federal laws and regulations, including,
without limitation, the Electronic Funds Transfer Act and Federal Reserve Regulation E, all applicable Federai Reserve
Bank operating circulars, including without limitation Operating Circular No. 4, applicable Federal Reserve Bank
proeedures, and the Internal Reve1ue Code and Internal Revenue Service regulations (with respect io federal tax
payments made through the ACH system) and including the ACH Rules_
ACH Rules means the current rules, regulations. ope.rating procedures and guidelines of NACHA.
ANSI X9.37 Standards refers to the Accredite>.d Standards Committee X9 standards and technical guide Specifications
tor Electronic Exchange of Check and Image Data.
Banking Day means Monday through Friday, exduding 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 check$ drawn by the Bank on itself.
Check lmage means an electronic image of an original check (including a substitute check) and the accompanying
Ml CR 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 attachmen1s necessary to perfonn 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 comipted during transmission resu!ting in incomplete or missing data as
determined by a mismatch between the record count which is available following the end of the transmission.
Ex:pedrted Funds Availabftity 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 io time.
Funding Account means the account you have designated for funding withdrawals from the Controlled Disbursement
Account.
ICL Fife means an Image Cash Letter Fife, an electronic transmission of check images and MICR line data sent to the
Bank.
Issue Information means the infomiation you provioe to us regarding llems issued on your deposit account. Depending
on the Service, Issue information may include (i) payee name(s] on the Item; (ii) Item serial nur.i.ber; {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 stancards
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 definitiori as give;: 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 it all of the following apply: (a) Tne instruction does not state a
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Cash Management Terms and Condrtions
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 otherwise 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: Availability of Funds arid Collection of Checks, 12 C.F.R
Part 229, as it may be amended from time to time.
Reported Item List This term applies with respect to a Positive Pay Service and means a transmission from us which
includes either. (i) all !terns which have been presented but which do not ·match' your issue information 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.
Se'rvicer's Banking Day shall refer to any day a servicer's principal office is open to perfonn 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 version 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 supplied as part of any
update. enhancement, patch, bug fix, maintenance release, customization. upgrade, or modification of that software).
Substitute Check or lRD (Image Replacement Document) means a copy of an original check, created from a check
image, which is similar in size to an original check with a slightly reduced image of the front and back of the original
check. Substitute checks should meet ANSI X9.90 standards. The te/Til 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, including
online messages.
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4-123
Exhibit J-lnsurance Requirements
4-124
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 tenn 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 Jess 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 Jaw.
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 Bank'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
-1-
1684554-1
4-125
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 mm1mum 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 WTirten 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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168455-1-1 4-126
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 paiiies 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 perfonn 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 4-127
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-l 4-128
Exhibit K-Deposit Account Disclosure for Business Accounts
4-129
Exhib'it K
' ·t
'·' 11/02/13 (00127307.pdf)
.••· ~·. ·. ·.;··: .
Depo_sit
Aceo1L1Dt
Disclosure
For Business Accounts
EffectiveJune1,2008
Page 1of2
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4-130
Table of Contents Preventing Fraud and other ~..asses ................................................... 15
General Information About Deposit Accounts ................................ 1 Bank Monitoring of ATMIDebtt Card fansactians.
Dut<1 to Cooperate .......................................................................... 16
Cle1ini'Jons ......................................................................................... 1 ,11,gen!s; Powers of Attorney (Soie Proprtetorships Only) ................... 16
3alances and Cut-offTirr.es ............................................................... 3 Instructions by Facs:mil?. Email or Voicemall... ................................... 17
Adc!itional Cut-off TllllBS ... . ............. . ..... ....... ... . ............................ 3 Authorized Debits ............................................................................... 17
When You Open Your A=unt .......................................................... 4 Changes in Terms and Conditimis ..................................................... 17
Deposiis ................................................................................ --.. ·· ....... 4 Conflicfing Demands ................................................................ , ......... 17
Remotely Creaied Checks ............................ ,,H ............ ,, .... -............... 5 Investigative Freeze ........................................................................... 17
Automated Clearing Huuse Transactions ............................................. 5 Enforcement ....................................................................................... 18
Cashing Items ....................................................................................... 5
Postdated and Vaid-Daleo Checks ................. ··-···· ............................ {;
Pass-Through Insurance Disciosure ................................................... 1B
Go•,13ming Law ................................................................................... 19
Stale-Dated Checks ............................................................................... B Limi\ation of Uabillty ............. _____ .................................................... 19
_Checks Drawn on Fornlgn Banks ...................................................... 6 Our Relationship .................................................................................. 19
Endorsements or Nctaiions on Items ................................ . ......... 6 Res~wation of Rights ........................................................................ 19
Change in Signers................................... . ....................... : ..... 7 Severabiltty.... ................... . ...................................................... 19
Change of Address ........................................................................... 7 FurdsAvauability ................................................................................. 20
"Mechanired' and Facsimile Check Signatures ................................... 8 Holds on Other Funds (Check Cashing) .............................................. 20
Signa!Lre Requirements ........................................................................ 8 Holds on Other Funds (Other Account) ............................................. 20
Refumed Deposited Items .................................................................. 8 Longer Delays May Apply .................................................................... 20
Funds Transfers ................................................................................... 8 Special Rules for New Accounts....................................... . .......... 21
Overdrawn Accounts/Nan-sumclent Funds ........................................... 9 Checking, Money lllarket and Savings Accounts ........................... 21
Advance Notification of Item Being Returned .................................... 10 Ownership Restricfims Applicable
Death or Incapacity ............................................................................ 10 to Interest· Bearing Checking Accounts ............................................... 21
Doonant/\ccounts and Escheat... ....................................................... 10 lnlerest. ............................................................................................... 22
Statements and Your Responsibility to Review ................................... ·11 Righi to Advance Notice of'Nidthdrawal ......................................... 22
Checl< Safekeeping ............................................................................. 12 Review of Drawer Signafures ............................................................. 22
Return of Paid Items ......................................................................... 12 Savings Overdraft Proteclion .............................................................. 23
Notices ................................................................................................ 13 Money Marilet and Savings Transaction Umitatioos ........................... 23
Vertftcation of DeposL .......... -~ ........................................................... 13 Sub-Accounts ................................................................................... 24
Check Printing ................................................................................. 13 Wrthdrawals ......................................................................................... 24
Interest Rates .......................... _ .................................... . .13 Orr!er of Paying Checks and other !terrs ........... : ..................... ,. ....... 24
Closure o1 the Account.................................................. .. .... 13 Stop Payment ..................................................... : ................................ 24
Reporting of Account Closwe ......................................................... 13 Tra11sferof OWnership ........................................................................ 25
Legal Processes ................................................................................ 14 Certificates of-Deposits ............ : ......... _._, .. ; ....................................... 26
Right of Set-off and Security Interest............. ............. ........... . ........ 14 Depos~s .............................................................................................. 26
Pi')dges and Security l11terests in Favor ol Others ........................... 15 lnteresL ............................................................................................. 26
Collection Ac'.ione ................... .. . ........................................... 15
11102/13 (80177307.µdf) Page 2 of 2
4-131
Maturity ................................................................................................ 26
Withdrawals; Early \l'fl!hdrawal Penalties ........................................... 27
IRS Reporting ..................... _ ............................... ., ............................ 27
lnlerest Reporilng ............................................................................... 27
Backup. W.ihholding .......................................................................... 27
Nofice to Canadian Non-Resident Aliens ............................................ 28
Reporting or Record Keeping Requ~"Bments ...................................... 28
ATM and Debit Card Services ................................... -.................... 29
AU\omated Teller Machirie (ATM)Aci;ess ......................................... 29
Shared ATM Networl<s Account Access .............................................. 29
Point-of-Sale (POS) Transacti:m Account Access ........................... 30
Debit Card Account Access .............................................................. 30
Transacfions ....................................................................................... 30
Umitations .. .. ... ............... .. ..... ......... .... .•. .................... . ...................... 30
Foreign Transactions .......................................................................... 31
Your Liability TI:i1 Use of Debit Card ..................................................... 31
MasterCard Business Debit Card Zero Liabiliiy Pettey ........................ 32
ATM/Debit Card Security Me<1sures; Rightto Terminate ............... 32
Lost and Stolen Cards ............ -............... :. . ................................... 33
Errors or Questions Concerning Your Card Transactions .................... 33
Cl1angas to this Business Debi! Card Agreement ............................ 33
Termination of this Business Debit Card Agreement .......................... 33
Analyzed Business Checking ......................................................... 34
Balance Tetms ...... -............................................................................. 34
Interest on Overdrafts and Uncollected Fu[)(!s Used .......................... 35
All Interest-Bearing Accounts ........................... _ .......................... 35
Telephone Banking Center ..................................................... -.......... :35
11/02/13 (00127307.pdf) Page 3 af 3
Welcome lo Bank of lhe Wesr and !hank yoc for qiening an acrounl
n-Js JeiJOSit AccoW1t Di.sciosure For Business Accounts. together wilh
your curent signature card, !he current rate shee!, and Schedule rJf Fees
and Cl1arges fOr Business Accounts, as !hose documents are ameooed
h1i11 time to time, and any schedules and addenda lo 1hose docUmams
( cclledive!y, the ".Agreement'), form the agreement between \IOU and
Bank of the West as lo your chocking, money .11ilrket, saVings, certificaie
of deposi! and retirement accwnf!l.
Throughout this bookEI, Iha words "you." 'your'' and 'yours' refer 10 !he
accountholoe-. we: ·us," 'our and "the Bank" refer to Bank offlie West.
Except where a is clearly inappropriate, words and phrases used In lhis
Agreement dlould be interpreted so the singular includes the plural and
the plurcJ i!IC!udes the singular.
For additional inf0<1T1atbn, including chargBS on seivicss other t'ian those
listed in our SchedU!e of Fees and Charges, [lease contact a Bank of the
West representative.
General Information About
Deposit Accounts
Definitions
Account. The term "accoont' means ffiY savings, money market
!ransactionai (checkiig), and certiiicate o1 deposit that you have with us.
Agent. The term "agent" shall mean ary person who you authorize lo
act on your behalf. We may confinue lo 'ely on ille actions of an agent
unbl such time as the account owner who au\tJOrized the agent dies and
we recsiva no\Jce o! deatt1 or such account owner notifies us, in writing,
to end the agency and after we have had a reosonabie opportunity to act
on the notice.
ATM Card. The ATM Card issued by the Bank and which may be used ai
automated teller machines ihat display any of the logos on the Carri.
Automated Clearing House (ACH). The ACH is a nationwide elei:tmnic
fund lransfer system which permits participating depositOIY financial
institutions to clear payments eledronic:ally. ACH transactions are
govorne<! by dealing house operating rvtes. Using the ACH, originafmg
financial instlrutions may cause payments, such as payruU, Social Security
or other government benefits, to be dabiled from one account party and
paid into the depos ~account of a beneficiary. Similarly, originating financial
institJtions may cause direct payrrients, such as mortgages, loans, uiility
bnls, or insurance premiums to be debl\ed from a debtor's depositacwun!
and ooid in!o the deposit account of 1he ~redibr.
Business Day. Olli business days are Mnnday through Friday. Federal
holidays are not inciuded.
Card. As used in this Agreemen,t 'CaF!f· means a Bank of the West
Busn1ess /\JM Card or Business Debit Card.
Check Safekeeping. With our Check Safekeeping servlca, we keep
copies ct YO'"r deposit slips arn:J cam:eled cnecks on microfilm ior sever1
(7) years ra1her than return the originals tc you in your statement
'In Souti Dak:JOJ, Bank<ilhe Vies! oper.tes under lhe name o! Bankortne We&Cafirom!e.·
1
4-132
:>eblt Card The Card issued by t'ie Bank, which may be used at
automated teller machines, rnercnani point-of-sa!e terminals, and self-
se1vice p:Jint-ot-salE terminals that display any of the logos on t'le Card.
Direct Deposits. E!ecironic deposits of periodic payments that are made
inio your checxirtJ a=unt through the Automated Cl;;aring House (ACli).
Wire transfer,, depos~.s you make, and transfers you make :ietween your
deposi: accour.ts wl'.h us are not considered cf ITTJCt deposils.
!11..Store Transactions. T ransaciions conducted at a min~branch within a
store location (e.g.. grocery store, department siore).
Item. An 'item' rne<lns any paper creek or draft whether ~resented in
paper form or electronic form. If !ndicaie:l in the context, it may inc1ude
an ACH debit or credit, or any fO!iTl of electronic presentment.
Linked A=unts. Deposff a=u1ts that we l'mk, wilil your consen~ to
the ATM Card or Debit Card so the accounts can be acms..--ed via the
Card at electronic ternnals.
Ocr.urrence (For purposes 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 st.fiident
available funds tn oover any Olle or all of it:.e items presented for payment
For exa.-nple, if you have three (3j items presented for payrneril In a
single ddy and ihere are Insufficient funds to cover anv or ali of the three
item.~. that is considered to be one ( 1) 'Oa::UtreflDE .'. How-cVer, )'O'J wit
be charged for each of the l'lree Items. Occurrences are based on !he
number of Overdraft and Returned Item Occurrer.ces in the pre~ing
twelvs (12)-month period. The preteding twelve (12)-roontfi period is
defined as the curreni month plus the previous twelve ( 12)full months. In
ihis section, an Item includes, in addition to paper checks and draffs, any
ACH or ATM/Debit Card transaction presented.
Overdraft. An Overd1afl results from the Bank's payment of checks,
drafts, Debit Card transactions and any 0~1er items despilE the lack of
available funds. The Bank may asooss an Overdraf Fee for this service.
Bank fees may c;reate an overdraft on your accoun1, however, this will not
create an additional fee.
Polni·of-Sale (POS). A purchase transaction conducted at any merchant
or self-seivice terminal where the Debit Gan:! is accepted.
Remotely Created Check. A ciieck that is not created by the paying bank
and bears c-legend on the drawers signature line, such as "Authorized by
Drawer" or 'lllo SignatJJre Required' or warns to that effecl
Returned Item. A ctPA, draft or olher rtem !hat is presented against
your account iDr payment but the Bank dishonors or rejlc:ls 1he Item
for payment due 1D the lack oi sufficient available funds. Tne Bank may
assess a RelJJmed Item Fee fur !his service.
Rlght of Set.off. Ase\.o!i is the Bank's debn:ing of any de;ioi,1t accoun~s)
you hold with tlie Bank (assets we owe you) !o P.8Y a debt you owe the
Bank.
2
11102/13 (00127307.pdl} Page 4 of 22
Substitute Check. To make check oro:esstng faster, federal law (Check.
21) permits banks to refiace original checks 'Mlh 'substitute checks."
Tnesa checks are simflar in size to original checks 11f.1!1 a sfightly reduced
image ci the ii"an! and back. of the origirat c!1eck. The front of a subs1Me
check stales; "This is a legal copy of your check. You can user. the same
way you would use the original check.' You may use a substitute check as
proof or payment just ilks the original check. Some or aH of the checks that
you receive back from us may be substitute checks.
Terminal. All automated ieller machne, se~-serYice ielTllinai, or attended
poinl-of·saie ter.ninat useti interchangeably wi'Ji either the phrase
automaied teller rnacl1ine (ATM) or polnt-of--sale (POS) terminal.
Tiered Rate Accounts. A Tiered Rate A=unt is an account that may
have two or more interest rates, delelTllined by S!}Sclfied balance levels.
Balances and Cut-off Times
Balances shawn on statements, receipts, and records may no1 reftect
transactions and charges made but not yet posted. Most transactions
made before each branch's cul-off time wilt be µosted on the business day
they am presented. Clll-01! tines may vary by branch and by state. The
earliest cut-off time in any Bank of lhe WFS; branch ls 2 p.m. (local time).
The cut-01! time may be as la!e as the branch closing lirre. Check with the
branch for any exceptior.s. Additionally, in branches where the cut--off time
is earlier than the branch clasing time, yo\11' receipt wm show the date of
our next business day for transactions you make after the branch cut-off
1ime, For example, 1 you conduct a transaction on Friday, but afler the
branch's cut-off time, your receipt will reflect the next business day tor 1he
transaction (e.g. the following Monday).
Cut--0·rr times !hat are standard in al states are as follows:
ATM T ransaciions.
All Sta'.es; As posted bui not earlier !han 4 p.in. (Pacific Time) Monday
-Friday
eTuncBankerA' Online Seivice:
All States: 7 p.m. (Pacific Trne) Monday -Friday
Additional Cut-off Times
Any kno~~edge, notice, or st.op payrrent order received by the Bank, or
any legal process seived upon the Bank comes loo late to affect our rigbt
or duly to pay an ltern or charge your accounlforthe Item if the knov.ledge,
notice, stop payment order, or legal process is received or served on the
tater of either 10 am. local lime or one'(1) hour after1he open:ng oi your
branch of account tlie next business day after the business day on which
we received the iiem. If your branch of account q:iens after 9 a.m., then,
for pllrposes of this provision. your branch of account shall be deemed lu
be our Telephone Bankirig Center \Hitt1 thesfop payment cut-off firne of 1 o
a JTL (local time of your branch of account). The GUt-off firne for the Bank '.o
exercise right of set-Off win be the close of the ~ext banki~g day after the
business day on which we receive the item.
3
4-133
When You Open Your Ac:::ount
Identification R()quiremants -Pnor to opening a business deposit
acccunt, we may require ciocurnen18tion shov-Ji;g proof o' existence of
the ie.;ial entity alld identification of managers and authorized signen;
of e;;ch business entity, inGllKitrG. wittiout limitation, proof of the light
to use a 1idifioos business narre and ldenfitk:ation. ~'1Cluding a Social
Securicy Number or Taxpayer ldermfication Number, for each signer on
the business deposit account. We may refuse to open, and wa may dose,
any account tor which you do not provide L'S with accept2bie business and
identifying dPC!Jrrentation and/or Taxpayer klaniffication Numbers for the
b.Jsiness and any rnanager(s) and aut11orized signers_
Account Opening Verification • We may make any inquiries ihat we
consider appropriate to detennine If we should open and mainiain your
account. This may inckide ob1aining information from financial insi:i!utions
a-o1her lhird parties about your checking, rnoney market. or savings
accounts or a credit report on you, any manager or owner, and/or IJ1ly
authorized signer on the acrount If we decline to open an account Clr
;irovide any services based on information we receive, we wil provide
you with t~e name and address of the co11pany that ~ovided the
information.
De-positS
We may accept deposils 1o your account frorl'. any source ard need not
question the aL'lhority of the depositor to rnake the deposit.
In accepting items tor deposit, the Bank acts only as your i;ollection ;;gent
and may refuse to accept any item. If the Institution upon which an item
is drawn does not honor !he item or if an Item is loSi in transit, the Bank is
auL~ortzed lo reverse !he deposit to the ar.munt (or deoil your account !or
checl<.s cashed) and m reverse any related interest without regard to the
timeliness of the return of lhe ttem, The Bank iese rves the right to accepl
items on a collection basis only. In this case, the item will be depos~ed
lo your account when payment of !he item is received by the Bank. My
checks that !he Bank is unable to collect may be reilJmed ta you by mail.
M. our discretion, our fee may be netted lrom the pmceeds of the collected
item. In addition, Institutions t'lat pay items on collection typlcatiy remit the
amount of the item less any fee tfiey assess_
All deposits are subject to verification and collection. Coin 17 currency sent
through the mail is done ai your own ns~.
In lhe unlikely event that your deposit is lost ln lransil you will be asked
to recreate the check portico of your deposit When yow deposit an item
1o your account. the Bank is acting only as your collection agen1 and
reserves the light either net to credit your accoun1. or, ~ alrwdy credited,
'.D diarge )'our ar.count fur any i!Brns lost in transit. Therefore, )'OU
should maintain adequate records to permtt !der.tfficatian of ::he drawer
of any cepcsited item that Is rer:orted lost in the payment pror:ess and to
provice that drawer with adequate information to take whatever action is
appropriatB for ::ancellalion and/or replacement of that Item to you. You
agree tirdl Bank of the West is not responsfole for ~ems lost while not in
our possession.
4
11102/13 (00121307 pdf) Page 5 of 22
Remotely Created Checks
We may, at our sole discretion, accept or refuse to accept for deposit to
your account remotely created chedcs. Ar;y remolery created checks you
seek to deposit must contair. your customer's banf. accoun\ number, your
customer's printed or typewritten name, and suchotherfeatures. il\dud'ing
any size or checl< pro=ing re~uirements as Vlf; deslgnaie from time
to time. With respect to each remotely creat!ld check you deposit, yoo
repres1mt that your customer has authori2ed the creaoon of each remotely
crealed check and !hat you are enli'Jed to enforce each remotely created
check. N any time, should you deposii or'!~sh to deposit remotely created
c.'iecl<s, we may reQU:re that you execute aclditional agreement(s) and tiiat
you establish a reserve accoun~ pledged tn us, ilia! would serve as a fund
to accept chargebaci<s of remotely created checks. N!y reserve account
would Pe required lo be maintained for !he le~gtn of !00 app licabte statu1e
of fimita!ion. We may immediately terminate or limlt our acceptance of
rerrorely crealed checks at any time. You agree to indemnify and hold us
harmless against arry and au c1a·1ms, demands, losses, damages, liabifily,
costs, and expenses that we may incur arising directty or indirectly from
your deposit of remoteiy creaied checks. Your lndernniiical:ion oofigations
under this provision shall survive any termination of our account
1elaiionship with you.
Automated Clearing House Transactions
We rnay aa:ept on your behalf payments to your acrount which have
been transmitted through one or more Automated Clearing Houses. Credit
for Automated Cleaiing House (ACH) transactions is provisional unlil we
receive final settlement for !he transaclton thraugh a Federal Reserve
Bank. If we do not receive final settlerneril, you agree that we are entitled
to a reiund of the amount cred~ed to your account for the transaction, and
the party making paymen1 10 you shall nol be deemed to have paid you
the amount at the transadioo.
We wiU notify you of the receipt of ACH ftems through the per.odlc
statemenis we provide to you. N!hough we will not provide next day
notice via mail, you may verify ACH transactions by accessing 1he various
busine<'...s online s9fllices or by contacllng our Telephone Banking Center.
These transacli::Jns are not sui>jecf to lhe Eleclronic; Fund Transfer Act.
Your rights and obligations iMlh respect to ACH transactions involving
your account are go\lerned by the laws of !he state of New York, as well
as lhe operating rules of the National Clearing House Association.
Cashing Items
We may require !hat you first deposit to your account any item you
have requested be cashed. At our discretion, 1owever, we may pe.-rnlt
the nagotiafor: of items payable !0 you .!Or cash wim or wtlhout your
endorsement If any cashed item is rettimed to u:: for any reason, we
may charge U;e reilJmed item to any of your accounts_ A fee may also be
assessed on your account
5
4-134
\Ive may require that any check drawn on )lam account be presenied for
cashing ai your branch of account We may require sudi idenuncation
from the presenting party as we, in ou; sole dlscretioo, deem spprcoriate.
In addition, all payees or oilier per,,or.s presenting a checldor encashment
who do not have e checking. money rr.an<e!, sa\'TI;ls, or certificate of
deposit account with us t:<ly be require<l to leave a fingerprint on !he
check which they desire le cash. The inability or refusal b provide the
flngerp1int by any person i:resentirg a check for cashing is grounds for us
to refuse io cash !hs check. We shall have no liabiiity, indllding, without
limitation, liability for 'llrongful dishonor, far our refusal to cash a check
under V<lse condi1lons.
Postdated and Void-Dated Checks
If you wnts a postd<rted check, we may pay the check and charge tt to
your account even if R is prasented for payment prior to the date written
on it If you put a void date on your cneck (a date or number of days afier
~mich ihe chel'.'J: is net good) we may pay the check and charge it to your
account even if tt is presented for payment after the void date. If you do
not wan1 us lo pay a postdated or 110id-dated check, you musl place a stop
payment order on It and contacl us on the dare you want the postdated
check lo be paid and release the slop payment order.
Stale-Dated Checks
If a check yow write is presented to us for payment more than six (6)
months after the date on the check, we may, at our sole discretion, sbll
pay the chect"~ A stale-dated check is a negotiable ftern. If you do not wish
stale-elated checks to be paid by us, you should place and mairilain a stop
payment order on the check See "Stop Payment.•
Checks Drawn on Foreign Banks
We may refuse to aooept checks for deposit or collection if they are
payable in a foreign currency. If we accept any check ior deposit, we may
assume !hat any checit drawn on an institution ouiside the United Stales
of America is payable in the currency of the country where 1he institution
is located. If we accept a loreign check, you assume all risl< of loss
associated wf.Ji currency value fluLiuafions and late re\l.Jms. We may use
our current buying or selling rate, as applicable, when processing foreign
currency Items and msy recoyer from your a=unt any 1oss incurred in
connection with our processing of such hems.
Endorsements or Notations on Items
All items presented for deposit should be pmperly endorsed. If not
endorsed, the Bank is authorized to endorse them tor you er ccllect
lhern for you wiL'iout your endorsemenl There may be, however, some
hstances in which the Bank may requira your endorsement before
accepting an i1Em for deposit or enceshment
We may accept or pay iiems bearing restriciivs endorsements or other
notations, v.iiether on the front or the back of !lie item. You aaree that
such resirictil'e endorsements and other no!ations shall have no -sifect on
6
11/02/13 (00127307.pd!) Dage 6 of 22
us. You agree to indemnify, defend, and hv\d us hamiless from any and aH
costs, actions, damages, claims, and demands related to or artslng out of
our acceptance or payrneni cf such items.
We 'l!Serve lhe right io rer.ise 10 cash or accept items bearing qualified
endorsemenis (e.g. wi!hout recour,,e' or 'no protesi''). If we agree to
acceot such items, you agree that such quanfied endorsements sllal have
no effect on us.
We reserve tl1e right ID refuse to cash or acceot for deposit items which
!Jo..ar more than one (1) endorsement onhe endol!lernents of payees who
are Jnknown to us. II you wish to deposit or cas!i an ilem that has been
previoGsly endorsed Dy a payee who is not known lo us, we reserve the
light ill requ'1re (1) lhat all endorseri; be prssant before we ao;;ept an item,
or (2) that all endorsements be guaranteed by a financial institution.
Change 1n Signers
The Bank musi be notified of any change to 1he signers on your account
Any change wi11 be effective upon tr.e Bank's receipt aoo acceptance of
L'1El new signatures at tra branch of account
Change of Address
NotJfy us o1 any change of address, telephone number, or if you seek
a change in yuur services. We may change your address of rerord if
we recerve an address change noiice from the U.S. Postal Service, or if
we receive infonnalion from another pernon in the business of providing
corrected address lnfonnation that the address in our records no longer
corresponds io your add;ess. Change of address requests may be subject
1D velificaiion. AU communications from us to you wiO be sent to the last
address shown in our records.
"Mechanized" and Facsimile Check Signatures
If you use a procedure or mechanism lhat causes remotely created
ohecis or any other type of check lo be drawn on yo~r account with a
lyped sigfl8ture, facsimile signature, notation, rnark, or other fonn of
mechanical symbol (ccOecliVely, the 'Mark') that is not the signalu1e that
Is on the signature card that you signed when you opened your account,
you are adopting the Mark as your signature and authorizing the Bank lo
pay checks on which the Mark appears or purports lo appear. You should
undeisiand, however, !hat it is easier for someone lo imilate, duplicate,
or counler!eit a form o( mechanical signature than it Is for someone to
knrtate, duplicate, or coun!elieit a unique and distinctive signature. For
this reason, by adopting a iomi of Mark, you are assuming all risk of loss
resulting from the ur.authcri2.ed use and/or forgsry of !he Mark, and are
explicitly authorizing the Bank to pay any and all checks presenied against
your account which oontaln any mech9ni~I sigra!ure which reasonably
1i::semb!es the fonn you have adopted 11l\Jimlless c;f:
Whe!hef !he Mark is actualty !hat which you have adopted
· How or by whom the Mark w2s affixed, and
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WheL'1er the che~ which bears or purports to ~ear the Mark was,
in fact. atttho;ized by you.
Yow agree to indermtf and hold us and our correspondent banks
l1a'!11less agains! any and ail losses, damages, claims, liability, costs, and
expenses which we or they may suffer arising direci!y or indirectly out
of the misuse, uni awful, or unauthorized use of a iacsimile signature by
any person, inciuding but not limrced to the payrnsnt of all checks, drafts,
or other ortiers bearing, or purporiing to bear, your authorized facsimile
signature, even if the lacsimile signature was affixed by copying or
othentlise counterterthg !Pe facsimile si;)nature.
Unless you make advance arrangements with us, we have no obligation
to honor facsimile signatures on your checks or other items.
Signature Requirements
If you indicaLe on your signature card or other a=unt opening docutrenls
trat more than one ( 1) signature is required for wiitidrawa( that indication
is for your own internal procedures. ft is not binding on us. We may pay out
funds irom your accouni if the check, ilem, or other withdrawal instruction
is signed by anyone of the persons authorized to sign on the account We
have no liabifity to you if we do lllis.
Returned Deposited Items
If an item you deposft is rebJmed to us lor any reason, without regard to
the timeliness of the return, th£ amount of the check and a fee wiW De
charged to your accounL
If we receive an affidavil or declaration under penal!¥ of perjury or another
1orm of certification stating, as tc any item on which we, as depository
bank, make a warranty, that an endorsement of an ttem deposited to
your Bccount is forged, unautl1orized, or missing, coolains an al1era1ion,
or is 01he1v.ise unauthorized so that we may have breached a warranty
we rnake as a deposttory bank, we may rely on 1he truthfulness of the
affidavit, dedaralion, or cartification
Wrtho1,,1 prior notice to you, the Bank reserves the right in its sole d~retion
ro place a hold on the funds pend'rng an lnvesfiga!ion or lo charge hack
to your account lhe amciJrrt of any item deposited to your account or
cashed foryouarx:i which is later returned lo us due to an allegedly forged,
unauthoriz:ed, or missing endorsement, daim oi aneration, encodir.g error,
unauthorized remotely created check, or ott-er prob:em which, in our
judgment justifies reversal o1 credit We reserve lhe right to deposit the
funds a1 issue with an appropriate OOU!l
funds Transfers
The next four paragrapns specifica:Jy relate the Unifom1 Commercial Cede
provisiori, Article UCC-4A as adapted in 1he applicable state. Generally,
these are wire transfers or !rl'..nsfera tl1rough an Aut.omated Clearing
House, but other lransaciions may be covered. Additional agreements
may eY.ist between us regarding imds transfers.
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Notice of Receiµ! of Funds Transtar
In the event we receive a funds transfer for your a=un~ we
are not responsible for noii!ying you of our receipt of the funds
transler. b some cases, 'typically for E funds transler transrnitied
thmogn the Federai Reserve Wire System, we will send you a
notire of receipt of a funds i:ransfer. In ot'ier instances, r,'picaUy
for a iUnds transfer transmitted through ihe Aulumate-d :::!earing
I-louse netll/Orl(, we wiil not send you a notice ot receipt oi a
funds trarisfer. In either case, the funds transfer wiil be reflected
Cf! your account stalement 1orthe applicable period. We shall not
be liable for ani' damages, clams, or iosses \ncludkig, wiihout
lim~ation, loss of any interest, irlcuired by you for any failure on
our part to notify you of rec:eip! of a funds !ransfer.
Funds Transfer's Reliance on ldentffication Numbers
Ii a funds transier order designates 1he beneficiary by both r.ame
and an idenfifying account number, we, or any bank receiving the
fUr.ds transfer order, may pay the fimds transfer order bared upon
the number alore, even it ihe acrount number does net belorYg
to Iha named beneiiciary, tt a iunds !ransfer order designates an
intennediary bank or a' beneficiary's bank by botl1 name and an
identifying 11Umber, v.>e, or any bank 'eceiving the fonds transfer
orcle•, are enlitled io rely on the idenhfyirig number alone, even if
the number does no\ belong to the named bank. ·,
Transmitting and Recording lnfonnation About You in the
Funds Transfer Payment Process.
/J.J1y funds transfer (or payment order) executed by us is subject
to rules and regulations sppficable to funds transfers, incllldin;:i
the Federal Bank Secracy M and its regulations. ln or<ler 1o
comply with all applicable laws and regulafuns, in £Xecuting
any funds transfer, we may transmit informafion regarding you,
such as your name, address, and account fl\Jmher, as part of
the p<l'flllent process. In addition, when we receive any funds
transfer or payment order, we rray require and record your
name and acrouol number and ot+ier information. 8)1 sending
or receiving funds transfers through us, you agree !hat )'OU will
assist us in comply~ with the applicable laws and regulations
and hold us harmless from any liablrrty in connectlon with pur
compnanee with the laws or regulations.
Transfers Received Through the Automated Clearing House
lf lhe Bank receives a credit entry on yourbeha!forforyour account
where the credit entry was transmitted throogh the Aulorrrated
Clearing House and if the Bank does not receive paymem (Dr tile
credit entry from the financial institution originating the payment,
the credit to your a=1.11t may be reversed.
Overdrawn Accounts/No(l·Suffjcient fonds
If your :i=unt is overdrawr for any reason, induding:
The Sar,,; can net collect the funds fmm a deposit you have JW..iB,
or
9
4-136
The Bank has in1entionaily or unin:.entiOnally paid iiems for whkh
you do not have the funds, or
There were non-sufOr.iBn! tunds to cover thr: ornoont of a service
or other Bank charge,
then each account o~mer, join!Jy and severaUy, agrees lo reimburse
the Bank for the amount of L'le eve rdrait i nciuding any re fume<! if.Wl or
overdraft fees without regard to !he signer on the ilem(s) 1hai created the
overdraft
In the event your account does not have sufficient available funds to cover
an eledrnnic transaction conducted in any manner, incti.xJ\r'9 1he AiM,
or al a merchant either willl or wilhout a PIN, wee Fl*lerve the right. in
our sole discretion, 1D pay-or 01sbonor the electronic transaction. II yo<Jr
a=unt is overdrawn by reason of an electronic transaction, an overciatl/
~erumed nem fee may be charyed to ycur accounl Should we ch::iose
to honor your electronic transaction, you wiU not be advised or warned
that the transaction is causing your account to bacome overdrawn and
wm not have the prior right to cancel tl1e transaction. If your acc01.lnt is
overtlravm in ronnection with a transaction, that transaction is included as
an 'occurrence' for purposes of determining the overdrafthelumed item
lea and you must 1xomplly repa11 us. Payment ior an overdrawn account
is due upon demand by the Bank.
It should also be understood ~iat tl're Bank is under no obligation lo pay
any checks, drafts, electronic or other Items yuu have auihorized which
may overdraw your accbunt
Advance N()tification of !fem Being Returned
If we receive advance notification that any item that you deJiosited is being
rell.lmed by 1he drawee ins~tution, we reserve Ille rig,1 to place a hnld
on yo~r a=tmt for ihe amount of thosi> funds. We wii mail you a nonce
advising you of this action. Upon our ach.Jal receipt of the item, li may
be charged to your account and, unless an ove1drafi is created, wm be
retuned In you so you may take whaiever action you dwrn appropriate.
Death or Incapacity
You agree ID notify us immediately, In writing, about the death or Incapacity
of any account holder or authortz.ed signer on your a=unt We may, at
our sole discretion, freeze, se!-uff, refuse, and/orre\•erse any transaction
(induding but no! fimi1ed to F~::'eral or retirement benefi!s to the deceased)
ff any account holder dies or beromes incapacitated. We may also, at our
sole disrJetion, continue to honortransacUans by oltter authorized signers
and account holders on the account until we receive written notice lo tile
contrarf.
Dormant Accounts and Escheat
Siaie laws generally require that any checking, rnoney market, savings, or
matured certifcate of deposi1 be escheaied or sent ID the state indicated
in your lasi known address if: after a certain amount oi time, U1e owner has
not conducre<J certain fyj;es o1 ac:ivity on ~ie aceount, including:
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Increased or deeit!ased the balance of 1he accoun'~ or
Correspondea in writing with the Bank conce.rnlng the acwvnt,
or
OthervAse indica'.ed an inlsresl in the account as e11iderx:ed by a
rne1r-.orandum or olher record on file with lhe Bank.
Note: Aulomaftc transaclloos like dlrect deposits or recurring translers do
not count es actillity en tile accounl
If your account has nore of !he types of adivity delaired above (ar as
detailed in ihe applicable state law) for a per.ad of lime, your acrount may
be :lesignaie<l as "do1mant,'' Donnant accounts will ~ot receive bank
statooients. Wh~e dormant, t'ie checking, money market, or savings
account will continue to be charged appttcabfe service charges. Unless
your account has a balance of under $10, we wil at!empt lo nctify you
ar.d advise you hct;; !o reactivate yoLJr account if your acrount beromes
do1T11an~ any atlempied activity may be dishonored. For example, credits
and aebits initiated lhrough the Aulomated aearing House may be
rejected, and creeks presentad against !he account may be queslioned
and, ~we believe il appropriate, dishonored.
Donnant account~ will escheat to the state unle..«S !hay are re-aclivated.
The specific length of time between the last aci:iviiy or contact and
escheatrren1 to the stale varies by stir'e, but is generally between three
(3) to seven (7) years. The time petiod beg'1ns whenever you do any of the
activities above or when a cerlificate of deposit matures. For !PJI. holders,
this period begiris when you reach age 70 112.
Unless your account balance is less than$10, we wiU at!err'(it1o notify you
by sending a letter to your last known address befure your deposit may
have to be sent to :he state. If no resp:m&-e to the letter is rece'1vsd from
the legal owner of the accoont, the funds wil be sent to the stale indicate<:\
Vi your last known address. Once this has oo::med, you will have 1o me a
claim for the relum of these funds with 1he state. Further information may
be ob1ained from the state.
The B<!'lk. may assess an Inactive Account Letter Fee for each
communication sent to you regarding inactiVity, doimancv, and eschea~
Statements and Your Responsibility to Review
The Bank provides rnonthly statements to aff checking acoount customers.
Toese biatements include all account aclivily for the statement peri:xl. It
is important !hat you review each statement upon recelf}t and notify us in
writing or
A.1y error, omission, alteration, unaulharized signaiure, or other
irregulatify in checks or statemenis and
My loss, theft, or improper or unauthorized use of any register
or instrument evidenci1"9 funds on .deposit, or any banking forms
relabng to an accoulll , "
Any checks or statements ti.st the Bank has maned or delivered to you,
or holds for you, must be promptly reviewed after you receive them. If
11
4-137
·. ·.:~ ''.. ·'' .· -.
y:iu do not repent unauthorized transactions within thirty (30)
clays after the statsme11t is maih,"C! or made available, we will not
be liable for payment of any fo111sd or un~uttiorfzed items shown
on the stliernsnt. tr. the event unsu!f'crized or torgad transactions are
c0rnmitled by the same person, the th~ty (30i days begins on the date
Uie fksl statement in whim the first unauthorized 1ransaction appea!S is
rnaijed or made available.
Reports of unauthorlz.ed transactions or incorrect aciivity not irwolving
electronic fands transfers must be made in writing lo lhe branch where
your account is held For claims of check forgery, you may initially
contact )Cllr branch of account or call our Telephone Banking Center.
However, YO'u may be required to visit a branch to sign a claim of forgery
in the presence of a Bank employee. You agree to cooperate In our
investf~ation. We reseNe the right lo inwsljgate yoor claims fully, ai1d
we reserve a reasonable leng!h of time for our invesogalion. Only if we
are satisfied !hat \he transacfion was unauthorized and was reported. in a
timely manneir will we .re-credit your accourrl In this regard, we reserva
ihe right to assert al\ our legal defenses to your daims.
For electronic funds transfers, if you tell us orally, we will require that you
send us your complaint or queslim in writing within ten (10) business
days.
Reminder. Dorman! accounts will not receive statements.
Check Safekeeping
With our Cr.eel< Safekeeping service, we keep copies of your deposit
sfips and canceled checks on microfilm or in another electronic fo;m for
seven (7) year5 rather than return ihe originals to you in your slaiement
To request copies of checks, contact your branch or account When
requesting a copy cf a check, please provide the following information,
which is sh::lwn Of1 your account statement account name, account
n:imber, check number, dollar amount of the check, and t'ie !Xlsiing date
of the check. In most Instances. we will man the copy to you within two. (2)
business days. If yoo prefer, you may pick up the copy at your branch of
account If you request copies of more than two (2) itllms per statemen:
period, there will be a fee.
Re.tum of Paid Items
With our return of paid items service, we wiil inclooe your pakl ched\s
with your monthly statement Alsa, please nole that our agreement :o
.provide you wfili re!Umed items does not prevent us from exdianging
items electroolcally with olher financial insliiu~ol'IS, nor does it nbligate
us either lo create or to provide you wi!l1 subsiitu'.e checks or with any
other checks that have been converted lo electronic images and retained
by the payee-.
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Notices
Any written ootice you give to the Bank ;~ effective when ~ is actually
received by the Bank and~ ha~e had a reasonabie opportunily to aci on
it Arry written notice trie Bank gives to )'OU is e!lectr.ie when ~ is depcsiled
in ihe U.S. Mau, postage prepa!d, and addressed lo JQU at your s1a1ement
mailing adtlreso N.otice to anyone (1) acc.ount owner is considered no!icB
to all owne:o of the account
Verification of Deposit
If you give a written Verification of Depostt lo a thin:! party that reques'.s
LlS IO release your account-related lnioonatkm, we wm assess a fee tu ihe
third party for this serv103.
Check Printing
On most accounts, there will be a charge lor check prtrrting. The printing
charge will vary according lo the check design, style, and quantity )IOU
select.
Interest Rates
Depending en !he type of account you choose, imerest rates are either
variable or fDmd at the time !he account is opened. Interest rates are
determined periodically by Bank policy, current marl<.e\ conditions, and
amount of deposit. except Where olhelWise noted. We reseMJ the right
lo change lnlllrest rates on any interest-bearing account at our discrefioo.
Current interest rales and annual percentage yields are available by
telephoning or inquiring nt any Bank of the West office or our Telephone
Banking Center.
Closure of the Account
The Bank reserves the righl 1D close any account at any tirne, with or
without cause. The Bank will advise you of \his a:;tion. If the Bank closes
!he accoun~ we will give or mall !c you a cashier's checkforihe available
balance rerr.aining in the account, including accnJed lnlerest ~applicable,
subject to any agreement concerning rnaturny or the Bank's nghl of set·
off. Oo:e all funds become ava'1lable, the balance Of the account will be
sent to you. If you close the account accrued but urpafd intell:lst will be
forfeited. This includes account closings caused by legal process.
Reporting of Account Closure
lf yoo do not satisfactorily maintain your account or ii we c'.ose your
accoont for cause, inforrr.ation concerning your account inducting, wiihout
limita1lon, insufficient funds activity, fraud or alteffi\llOO fraud or criminal
aG!ivity, may be reported to consumer rcporiing agencies. lnfomlation
we report usually Includes your name, a:l1ress, Tax.payer ldentificalion
Number or Social Security Nurnl:er, dliver'_S:license number, and the d<r.e. ,.
i3
4-138
and reason 1he account was dosed. T.le consumer repot.ing agency
may supply this Information to others. An adl/erse report to a const1!1lel
reporting agercy may 61fect your ability to open another deposit a=unt
at other iinancial .'r.s!itUtions.
Legat Processes
lfwe are served with any legal process (subpoena, restraining Oloer, levy,
search warran~ wr~ of attach!T>enl or i.micution, er similar order) which
we believe to be valid and wnich we bef1eve appfies to your account or
relationship wiVl us, even if we are not a party, we may comply with such
legal process. We may comply wilt; any legal process wil.hout rega'd to
the locanon served or lhe manner of service. The result is ihat we may
accept legal processes in person, by man, elllctronically, iY by facsimile
transrnlssim at any !iranch or office, includlng loca!lons olher than the
branch or office al whichiUnds, property, or records ar:;held. This means
that, unless expressly prohibited by law, a legal process issued and
ser"9d in one state may affect an account h;;ld at ar.y of our branches In
any olher stale.
Unless prohibited by Jaw, we may charge you a 1ee ior each legaf pror.,ess.
On sufJpOi'.rias or other requests for informatbn, unless prohibited by law,
~ we are not fully reimbursed fur rese.arc:h and olher handling costs by
the party who served the process, we may cMl1J!l those costs to your
account You agree to indemnify, defend. and hold us harmless from any
and all actions, daims, liability, lesses, costs, and damages associated
with our compliance with any legal process that we be[eve to be valid.
Accounts opened with trust or fidudary designations, in particular, may be
subj=_ci to legal processes.
Legal processes must be served before our cut-off hour ot 10 a.m. Pacmc
Trne !<:I be effective against cher..Ks posled but not yet paid.
Right of Set-off and Security interest
We may set-off against any of your accounts without prior notice to you
The Bank may deM funds held either in an lndMdual or joint account
held with ano1her persofl or persons. The Bank may debit funds held in
Joint accounts for debis far which any one owner is liable. If the Bank
del:llts funds from a cel1lffcate of deposit ao.--cun1, !he funds withdrawn are
subject lo an early Wi1hdrawal penalty. In all cases, the Bank will not be
liable lo you icr dishoOO'lng ttems where the set-llff re.sulls ln insufficient
funds In your account lo pay paper or electronie Hems presenied againsi
your account. You agree to hold the Bank harmless from claims arising
from our utilizing our right of set-off.
Nole: If you are a sole proprietor, the Bank may also debit any of your
perso!'la! accounts. If your business is a partnership, the Bank may debit
any peroonal account of any general partner.
l~ addition, you grant lhe Bank a secwi!y i~terest in all ot your deposft
a=unts to secure any obligation YD'J r:J'lle to 1he ~k
i4
11102113 (00127307.pdt) Page 10 ofll!i
Pledges and Security Interests in Favor ofOthers
You cannot give a security b"derest Of pledge )QI.JI account In someone
else witl1ou1. first getting the Banl<s written conser:t We are not required
to give consent to a security intsrest or pledge.
Collection Actions
Nooative informallon refteciing on your credtt may be subrniited to ere cf~
re~rfing agencies ii:
We iniiiate a rollec:fun actmty against you for indebtedness
arising out of }'llUf account relationship, or
You fail to fulfill the !Enns oi your obfigatJons with regard to your
deposit acroun~sj with the Bank. or,
ln the Bank's judgment you mJsusa your account
This may <Y'..CUr whether or not the Bank incurs a loss in connection wiih
your account Fur+Jier, you shall be uable mus forinteres~ at the legal rate,
for any and all indebtedness you incur based on your account aclMty from
the date !he indebtedness is incurred.
Preventing Fraud and Otl1Eff Losses
Duty io Review Staiemants and T ransactlons
You have a duty lo protect your account against abuse. You must prornptjy
examine and reconcile your statement ard, if appfteabie, any rterns, upon
reCB\pt. If you find !hat your records and ours disagree or~ you suspect
tltal a check or endorsement is altered or forged, contact us immediately.
Watch for otJt-of-sequence checks and checks made payable
tu cash or to a bank. Review your transaction activity offen far
unexpected fiuctualions.
Do not Keep yourPJNwith or written on your ATM or Debit Card.
Oo a thorough barllground check on a~nts, bookkeepers,
accountants, or ot!IBr employees who may be handing any part
of your banking and/or who have access to your confidential
records.
Assign differe11t individuals the rasponsibility for opening ma~.
reconcifing bank sla\ernents, and issuing checks.
Require mat the CMl!ler or principal of lhe business open benk
statements.
Never leave unused checks in the open or In an easily accessible
location. Unused cl1echl should be kep\ under lock and key and
monlored for usage. Do not assume missing checks are not a
. problem. D~..stroy any checks that ~u do net Intend to use. You
agree to accept fUU responsibttify fO{any failure to safeguard your
lllank checXs. .. /
If yoJ fail to props rly monitor your acrount or your account
reccrds, we may deny any claim you make for monetary loss due
io forgery, alteration, or unauthorized checks.
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Contact us imrnadialely ~you discover any rrregu!arities.
Nofiiy us immeaiaie!y ii an employee who bas been au1horized to
transact business with !he Bank leaves your company.
t\ole: We reserve tt;e rigtit ID a reasonable time to act on your
ir.siruciions.
See also "Stat..0 mm!s and Your Respons\bifity to Review.'
Bank Monitoring of ATM/Debit Card Transactions;
Duty to Cooperate
Bank of the West reserves tlie right to monitor Card transaction activity
as a means 1o deter fraudui3nt transacilons. If unusual transaoilon
acti"1ly is detected, we will make every effort to contact you ID confirm the
auihenticity of the actMty. You owe us a duty lo cooperate with us in our
rnvestfgafions of aciiviiy we believe is unusual and potentially fraudulenl
However, if we are unable to contact yuu, we may, at our discrefon, block
your Card ii an 5flort to prevent a::Xliticml fraudulent transactions. In the
event that you confirn:i the lrd!lSaCtion activity as legi'Jmare, we may, at our
discretjon, unbloc!< your Card.
Bank of the West reserves the rig-rt lo dectine transactions at the point-of-
sale (POS) to deter possible lraud.
OLr ri9t1t to monitor does not replace your responsibility to review your
account activity or change your fiability regarding unauthorized activity
to the Bank.
Agents; Powers of Attorne-y (Sole Proprietorships Only)
If you want to give another person access lo your account, please talk to
your branch of accrnmt well in advance oi the dale by which you wish to
anow this access. f's a sole prolJ!ietor, you may name additional signers to
your account Those signers are your agents. The Bank makes avasab\e
to sole proprietors a durable power o1 attorney form !hat is limned to a
specific deposit account as identified on the power of attorney 1orm and
which will remain valid notwithstanding the inr;apaci\y oi the principal.
if you name an attorney-in-fuel on a non-Bank torm, we may require that
the form naming the attorney-Irr-tact be reviewed and approved.
~ you have more tr.an one power ot attorney or agency appointment on
file with !he Bank, we Will honor each one independently unless yo~ tell us
to do otherwise. Far example, ff you have namBd two (2) different persons
as attorneys-in.fact on separate powers of attorney, we will permit ead1 to
ad in accordance with the information on the power of attoroey on which
they are narnee.
All agencies and powers of attorney will terminate (a) when the Bank has
been given notice of the termination .of the agencylpower of attorney and
has a reasonable opportunity lo a::t on tne notice; (b) with the death of the
principal (grantor of the agenc'f/power of attorney) and with the Bank's
nonce of the death oflhe principal
We resar;e '.he rightl0 rafuse ~n\s or attomeys~Hac! access to cerlaln
16
Page 11 of~
banking se!\.ices which you may have. such as e11me8af'.ker" Onlir:e
Service
You understand and agree t'iat we have no duty or responsillliity to
nonmr lhe acts of your agent or attorney-in-fact or to ensure !hat yoJr
agerrtlattomey-lrrfaC\ IS aCling for your bensfil. You agree that WG will not
be liable to you tor any loss or damage you ini:ur as a result of actions by
any agenYattomey-in-fact.
.I
Instructions by Facsimile, Email or Voicemail
Witllout pra notice to JS and by our express agreement with you, we may
disregard any instruciions ar requesffi maae by emai, facsimile machine
or 1JOicernaii (telephone recording device).
Authorized Debits
tf you voluntarily give information about your deposit account (such as
our routing number and your account number) to a party \vendor') who
is seeking to sell you goods or services, and you do not physically deliver
a check to the µarty, the vendor may initiate a debit, ei1Jier in the form of a
remotely created checl'. or by ACH, to coott your account and we will deem
lhe debit lo be auttiolized.
Changes in Terms and Conditions
We may arnend, acld, and delete any provisbn of the terms and conditions
detailed in these pages at any lime. To the e:rent aid in Ille manner and
Umeframes requirad by law, we will notify you in advance of any chang~
that affeci your rights and obligations. You indicala that you accept a
change we make by continuing your account relationship with us or. rl
the change affects your certifica):e of deposit, by allowing !h€ ~rtifir:a1e ol
deposit to reriew aiter the change becomes elfecllve.
Conflicting Demands
In case of conflicting certific:ations or demands, a dispute about ownershir
of the accoun~ ovmerahip of any funds in !he accoun~ or any accourr
hol:ler's autt10rity or capacity to act on the account, we may refuse to ham
any request or order c:onreming your account or any chack drawn on yoU1
account until we receive (1) joint instrucfions regarding the account, or (2
a coun ortisr. At our sole discretion, we may reqlire the signatures of al
~• account holders and/or all authorized signers \o comply with a spectfir
request or for the withdrawal of funds and/or dosiog of an account Ir
such event, we may also refuse to honDI any further transactions am
I_ may reti;rn checks and other items. We reserve th~ right lo interplead o
depcs~wilh the courts any disputed turn:ls.
Investigative Freeze
As part nf our loss prewntion program. when we suspect that irregulai
unauthorized, or unlawful aci)vilies ·fOay be involved with your a=uni
we may "freeze• (or place a hold on) ihe balan::E in your account (ar>:
17
4-140
:n ot'ier accounts you maintain wi'th us) pending an ir.vestiga!ion of sum
suspected a..'iivifi"...s. You w1G be notified of any investigative freeze. While
your account is irozen, all wilhdrawals from the account are generally
blocked.
Enforcement
You agree ta be llatJle m the Bank ior an~ l'labnity, loss or expense that lhe
Bank incurs as a result of any dispule involving your a=unt or services.
You auU1ortze !he Bank to deduct any such llabillly, loss, or expense from
any oi your accfllrrts without prior noilce to 'yOLI.
Pass-Through insurance Disclosure
Tne Regulations' of the FDIC provide, in riart. that '[A)ly depos~ of an
employee beneft plan In an insured depository institution shall be insured
on a 'pass-through' basis In ite amoll11t of up lo" $100,000 or $250,000,
d<'.pending upon 1he type of retrement account, as described be'.ow, "fur
the nonconlingent \nterast of each plan participant, J!fOvided the rules in
§ 330.5 [12 C.F.R § 330.5] are satisfied." 12 C.F.R. § 330.H(a).
Tc satisfy the recordkeeping requirements referred to above, ~e records
of your branch must specifically ciisdose 1llat lhe deposi1':'r (each
employee benefrt plan or i1s trustee) holds the funds deposited 1n a
fiduciary capacity.
Further the details of tie fiduciary relationship between the plan and
i1s partlcipants, a11d the partlcipant's beneficial interest in too depostts,
must be determinable from U1e records of the plan or the records of some
person or eniity ihat has agreed to maintain records for the plan. The
records must be maintained in good faith and in the regular course of
business.
11/02/13 (OQ",27307.odf)
Accounts Eligible for $250,00fi Coverage
As noted above, certain deposits are aggregated and insured in the
amount of up to $250,000 per participant. All oiher ac:counts are insurc-0
in the amount of up ta $100,000. The types of accounts that are Insured
up to $250,000 per participant are the following:
Any individual retirement account described in section 408(a)
oftt1e Internal Revenue Code of 1986 (26 U.S.C. 408(a));
Any eligible· deferred compensation pan described in seciion
457 of lhe Internal Revenue Code of 1986 (26 U.S.C. 457);
and
Any individual account plan defined in section 3(34) of :he
Employee Retirement Income Sec~rity Act (ERlSA) (29 U.S.C .
1002) and any plan described in sec1ion 401 (d) of1he Internal
Revenue cede of 1986 (26 U.S.C. 401 (d)), to \he extent 1hai
partklpants and beneficiaries under such plans have the right
to direct ihe investment af assets held in indlv\dua\ accm,nts
maintained oo lheir behati ':ff ttie plans.
18
Page 12 off.j
Determination of Coverage
If, When you opened your aro.iLllt with us, you indica100 that !he tJnds In
!he accmmt are held by you in a fiduciary capacity for an employee benef rl
plan ard cur records reflect that fact and, ~the rero!ds oi your employee
benefit plan are maintained in good faith and In the regular ctiurse of
ousiness so that each parficlpanfs beneficial Interest is ascertainable
from \hose records, then the furds deposited in your account should
qualtfy for 'pass-through" insurance oo~erage. You may wish to consuil
your legal counsel to delerroine if your employee benefit ~tan a=unt is
praP"'Jly established and tile records of the employee be"lefil plan are
., being properly maintained.
Governing Law
Except as otherwise noted, lhis Agree.'Tlent and account shall be governed
by the law of the state of the Bank's office in whidi your account was
opened (or to v.tich tt is later transferred).
Limitation of Liability
We shaft not be Uable for special or consequer.lial damages to you that
aJLc;e under this Agreement or by law with respect to your accoun~ except
as otherwise agreed in writing, Any loss is red~ced by your recovery of
iunds or services from any other source.
Our Relationship
Unless we agree otherwise in writirg, our relatiooshlp with you shall be
one of debior and creditor; no fiduciary, quasi·fiduciary, or olher special
relationship exists betweef\ us.
Reser.ration of Rights
We shall not be deemed to have waived any of 1he provisions contained
in this Agmement by haVirg waived the same or similar provisions af any
0U1er time. We reserve the rigtr! to close any account at any time without
prm notice and with or without caLJSe. We reserve the right to refUse to
open any account and also the rlghi to change or discontinue lhe terms of
any account after opening.
Examples used in ihis Agreement are not intended to be the oniy
applications oi the rule being explained. Examples are Illustrative and
' .' · nol limiling.
.'.
SeverabHity
!n the event !hat any part of this Agreement is held by a cotnt to be invalid
or unenforceable for any reasoo, lhe ether paragraphs and portions of iii is
Agreement shall noi be invalid or unenfQl'Ceable and wil! continue in full
force and effect. .. --
'19
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Funds Availability
8ecironic direct deposits and wire l!Enslers wm be available on :loe day
we receive ihe deposit Our poucy is to make funds from most of your
o1her deposits available to you on tl>e firat business day aiter the day we
receive your deposit Once they are available, you can withdraw tha funds
in cash, and we wiU use the iUoos to pay dlecks lhat you have wrllien.
For determining '!he avai\abll'lty of your deposils, every day is a business
day, except Saturdays, Sundays, and federal holidays. If your deposi! is
received oo a business day and before me cut-off time forlha! ocanch (see
cut-off limes llsied under "Balances and Cut-off Times"), we will COfu"ider
!hal day to be the day of deposit When a dep!JSit is received on Saturday,
after the branch. or ATM cut-off time, or on a day that we are not open.
we Will considertflat the deposit was made on the next business day we
are open. Depa.ems made at our Night Drops are processed cmce a day.
Piease check wi1h your branch to detennine !he cut-off time. MY deposit
made be tore ihe cu't-off time wm be processed the same day. Any depositS
made after the cu't-off1ime v.ql be processed the next business day.
Holds on Other Funds (Check Cashing)
lfwe cast, a check for you that Is drawn on another bank, we may withhold
lhe avaHabifity of a corresponding amount of tunds that are already in your
account. Those fUnds wl!I be avalable at 1he time funds from the check we
cas.'1ed would have been available if you had deposited il
Holds on Other Funds (Other Account)
It we accept for deposit a check that is drawn on another bank, we may
make funds from the deposit available for withdrawal immediately but
delay your availability to withdraw a corresponding amount of fonds that
you have on deposii in another account with us. The funds in lhe other
account would then not be available im wtthdrawal until the time periods
that are described elsewhere in this Deposit Account Disciosure For
Business Accoun1s for the type of c\leck that you deposiied.
Longer Delays May Apply
In some caS"..s, we wm not make all of the funds !hat you deposit by ctieck
available to you on the first business day after the day -0! your deposit.
Depending on t'le type of check ttiat you depos~ funds may nol bo
available until the ft!th business-08)' afierthe day of your deposit However,
de~ right away, yoo snauld ask us 'Mien the fl.rids wili be avaiiable. tn
a~dition, so~ or all of tie funds yru deposk by check may be delayed fer.
a ;::mger pellod Lll1der the following circumslancas:
You 'lave overdrawn !'OUI account fej)e<ttlldly in !he last six [6)
months. .
The checks you deposited on this day exceed $5,000.
We believe a c;h<o.,ck. you depostt will not be paid.
You are redepositing a check 'll1at has been returned unpaid.
You are depositing to a nsw account -
There is an emergency, such as failure of communications or
computer equipment.
We will 10\ify you H we delay your ablnty 1o withdraw rc1nds for any of these
reasons, and we \WI lilfi you when the funds will be avaUable, They Will
generally be avaTiable no later than the eleventh business day after tile
day of your deposit
Special Rules tor New Accounts
If you ~ a new cuslomer, the following sp:icial rules will apply during !he
firs! thirty (30) days your acoomt is open.
Funds from electronic dep:>sits and wire transfers to your account will
be available on llle day we receive the deposit. Punds lrom deposrts of
cash, arvJ lhs first $5,000 of a day's tolal deposii of cashier's certified
teller's, travelers, and Federal, State, and local government checks wttl
be avattable on Ifie first business day after lhe day ct your deposit, ff
lhe deposit meets certain conditions. For example, tt-e checks must be
payable lo you. TI1e excess over $5, 000 will be available on !he rlnth
business day at\er the day af your deposit [!your deposit otlhese chec!<s
(other than a U.S. Treasury chect<) is not made in person to one ol our
employees, the first $5.000 wiD not be avanable until \he second business
day after 1he day of yom deposit
Funds from aft other check deposits will be available on the ninth business
day after the day of deposit
Checking, Money Market and
Savings Accounts
the first $100 of your deposits will be a~a1lable on the tirst business day -·Ownership Restricti A I' abl t 1 • .
after thedayofyourdeposiL • ons PP re e o n,erest-Bearmg
· Checking Accounts
if we are not going \o make arr of the kinds from your deposit avaiabie on
Iha iirst business day, we will notify you ai the time !hat you make your
deposit We wili also le!l you whBn ihe funds will be avaf\able. The Bank
is under no obligation tc pay any items you haw aulhorized against funds
that are 110t yet available, Such Items will be trealed as any other ovenlraft
ornon-sliflCient-funds ii.ems. If your depcsit is not made direcily to one of
D'Jf ef'.1plo~ees, or ii we decide to iake lhis acfuJn after you have ieft fue
premises, we wlf! mai! you the notice-. It you w~I need the funds from a
20
Page 13o'g
· '.'e<l~ral law restricts ~wnership of interest-bearing transaction accounts
1,Busmess Interest Cnecking) to unim:prporated sole proprietorships,
non-profct organizatons, govemmentql lll1its, and fiduciaries where all
benefldaries would be enlitled to rnairrtain ar. interest-beamg transaction
account If. we find that you have an interest-bearing transaction acrount
and we believe yow are not entrJed to one, we reserve !he light to change
YD'~'f dePoslt accaum to a non-in~st-bearing business checliing accovnt
type. We-will na!ify you prior to any charige.
21
4-142
1 <102!13 (00".27307.pdf)
lnterest
For all Interest-earning cl1ecking and m:iney market accounts, lnteresc
is au:rued ant calculated on tile daily collecied ending balance.. On
savings accoun1s, interest 1s accrued and :::alc.ulated on the dally ending
ba3nce. This melhod applies a daily periodic raie to the principal M the
account each day. Interest rates are derermined by Bank policy, market
roiditions, and daily balance. Interest \s paid and compounded monthly
for all interest-earning checking accouniE and money market accounts.
inleri;st is paid .and compounded daily for savings accot,'n!s.
Collected funds baianc;es are used in deteITT1ining interest earned or.
inierest-bearing checking accounts. Non-cash deposits are C011siclemd
part of the co ll=c1ed funds balance when the Bank receives provisional
credit for the items. tterm drawn rn otheriinancial institutions usuaily take
one (i) ID three (3) business days before the Bani< raceives provisional
creditlor them.
lntere1it Is available for withdrawal when it has been crediied to your
accoJn\. No irrteres! will be paid on your account from one (1) statement
perlcd b the next ii you close the account within that period. You win nol
forfeit imerest if your account cio."8s because you are transfenirg it to
another Bank or the West branch. The Bank may reverse interest !hat has
been earned on any daposil lha\ is reversed for arry reason.
The annual percentage yield quoted for ymir account assumes Iha\
interest eame<l is remve<>ted in the account monthly, !hat all funds
remain on deposii for one (1) year irom the dare of depo~ and that lhe
interest rate does not change. Interest withdrawn will reduce the annual
percefl\al.Je y'ie\d ea med.
\merest rates can change as freauently as daily. Rate change notices
will not be sent; however, \he currant rate is available by telephoning any
Bank of the Wesr. office or our Telephone Banking Center.
for tiered rate accounts, interest w[I be paid on the enlire collecled
balance at the interest rale sel for lhe lier into which the entire end-01-day
c:ollecled balance fans,
Right to Advance Notice of Withdrawal
Savings. Overdraft Protection
(Avai!able only tn sole proprietors) A sole proplieto;s~ip is the only non-
persor.al ef11ity for which savings overdraft protection may be set uo; {
is oot a11Ellable foe any oilier type of huslness enfity. Savings overdraft
p"Dlectlo:i is ava~abfe for sole pro1xieiDr acoourrts on ty whsn an indiv!dual
does not qualify for our BusmessUn!< T)I Reserve product or does not wish
\D estabf!s~ 2 credit Irle. This service is available if you have a bl!Siness
savmgs account and any business checking accomt The owner(s) of
!he checking acroum must be lhe same as lhe owner(s) of \'he savi!'lgs
account •
tt t'1ere are not sufficient funds in your checking a=unt 1o cover me
amour.t of a check presented f?r payrnen~ we will automatically 1ransfer
ti;nds from !he avaflable balance in your savings account to your ched\ing
account Wnen each transfur Is initiated, we charge a savir1gs ovaroratl
protection lransierfee. We transfer turds in increments of $50 or up to the
amount of !he overdraft, incluaing any werdraft proteciior. transfer fees,
up to the avanable balance.
If your savings ac.courrt does not have a balance of $50 but there are
sufficient runds to cover tr<i overdraft amount and the ~r fee then
lhe entire savings balance wit! be transferred into the ctiecl<lng acco'unL n
one or more items are presented and there are not enough lunds lc cover
the eniirs overdraft amount and iransler fee, no tran!!ferwtll oocur.
Each transfer counts as one (1) of the six (6) lirnited transactions you are
allowed each calendar roonth from your savings aocourrt. 11 during any
calerKlar month you have already used the six (6) allottsd transactions,
the :iverdralt transfur will not occur.
Funds you deposit into your savings account may not be available
immediately for savings overdraft pmteclion. &ivings overdraft prolecilon
Is not available for bill pay transactions scheduled Of\ eTuneBankel"
Online Service.
Money Market and Savings Transaction Limitations
All money ma&.et and savings accounts are lmited to a total of six (6)
pro-authorized, automatic, or telephone !ranslers from the account fol
the applicable period (include.s eTimeBanker" online rransfers io anoti\er
On eU money rnarke~ savings accounis and interest-baartng checlling accounl) and no more than three (3) of tr.a six (6) may be by check, draft,
accounts, the Ba~k reseTVes U1e right to require seven (7) days advance Debi! Card, or similar order payable to ihlrd parties. The applicable period
notice of a withdrawal. 'or savings accounts is a calendar month (even if your statement cycle is
-'-not a calendar-month cycle). The applicable period for a money markel
Review of Drawer Signatures
You agree that the Bank ones not fail to exercise ordinary care in paying
an irem solely because our procedures do not provide for sight-review,
provide for sight-review only fer items above a threshold level, or provide
for s'ghHeview on a sample basis, at our discretim The Bank reserves
the right not io sigh!--review drawer signatures because we pay rrems on
an automated basis to reduce costs for an cust:lmers.
Page 14 of!l.ll
account is your sta!ement cycle.
Transfers from savings accounts through eTimeBanker" Onine Service or
-throll;Jh our Telephone Bankirt;J C<:r1ierv~ll l::xl preven:J>d ifths Umitofsix (6)
transactions for the calendar montr. has,already been reached. However,
oihsr counlabie lrallSactlons, such as li'pre--authorizec payment fiom your
savi~s io a 1hird party, outgoing wire transier :-eqLoest., etc. that oo:ur
during the same caieadar month wiY nol be prevented and could cause
you to exceed the six (6) transactions. Therefore, you are responsible for
managing your account tc stay within the six (6) lrar.sactions allcmed oer
calendaJ month. ·
23
4-143
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If you exceed sb: (6) ~arn;iars in the appt1catle period.. the Bank will
notify yoo and may transfer 1he account to another type for which you are
eligible. T ransfefs and paymeds are ro.in\ed as of the e1id of lhe day the
funds are actually withdrawn !o delerm!r.e whether any transfer threshold
has been exceeded.
Sub-Accounts
As part of our kii.ernai accounting piocedures, ()ur checking acooums
corsistof two (2) sllb-acro.mls: an in!eresHieamg check~ sub-account
and a savings sui:Hlccount F fOlT1 titrn! to time, balances will oe trarisferred
between the tvtJ (2) sub-aa:.ounts, as we deem appropriate, subject ta all
apP!icable regulatory restrictions. Tnese sub-occounts ~Ill o=r on oor
books only, and v.ill not affect the lnlerest you are paid, yaUT accoL!lt
balance, funds avai!ab!fily, tees, Bank statemenl, or any other reatures.of
your account. As Willl all savings accounts, we reserve the nght 1D require
seven [7) days advance mtice of withdrawal.
Withdrawals
On all rnoriey market and savings aco:iunts, tt-e Bank reserves the rightio
require seven (7) days advance notice of a wi!hdrawaL
Withdrawals are permitted only to or as directed by a:ithotized signers or,
for sole proprieluships, their altomeys-in-fact or agents on the ar.;count as
d~signa\ed on yO\lr si;inature card. The Bank rnay honor all transaclions
aulhorized by you. inducting th'1rd.-party drafts, paint-cl-sale iransacl1ons,
electronic 1ransfers, and automated teller machine (A TM) transfers and
withd!awals. as prei~ously arranged.
For some accounts, the Barik may require you to surrender ;-r1Y rerlfficaw
or other writina evidencing the funds on deposl For other accounts,
witliclrawals m"ay be made by lhose authorized without presenting
regisler.s or preprinted checks.
Order of Paying Checks and Other !terns
We may accept, pay, or charge chechs and other irems p~SEinie~ .aga\nsi.
your a=unt in any order we select. We may aoopt posting P'.K1nlies. _we
w~I generally pay items in ihe foUowing order, unless othe~se req~1red
or prohibited by I~ amounts due lo us, certain elact;nr11e iransaci1ons,
and tlieri checl<s will be paid from highesl to IOI/lest do!iar amounts. If you
have 1nsufficiem funds in your account to pay all of the checks anc ~!her .
flerns processed on any given day, this methoo may ri:sult in addint:nal ·
fees. We may change the ()rder of paying checks and olher items aga111S1
!hat confolm EXACTI..Y to 1he desaipfuns you provided on th
Stop Payrr.ent Order Form If ariy of tl->i! information concemirl.
~-e rm. is not given or incorrect (including the fallure of you i
give tlle precise amount of trie Item, to the penny), the Bar.k ma
not be able ill honor the Order:
• The Bank must receive each Order a! a lime and in a m;>.nnerth<
allows !he Bank a reasonable OpjX)fturiily to aci or the Order !c
!he Order lo be honored. Each Cn'JPJ s.1al oot be effedlve tr the
Bank 'las already: i) accepted or cartified the Item; 2) paid th1
Item In cash; or 3) settled fllr lhe Item wilhout h8ving lo revoki
the setllement under statule, clearing hruse ru1a, or agreement
Each Order w\I! terminate at 1he earliest of !he faUowtn;J: 1
thirteen (13) months from 1he date it fs received by ihe Bank
or 2) your ciosure of the account: or 3f in the case of ACH Stot
Payment Orders, after 1ha ACH nem is returned one bme. Unles:
the Stop Payment Order is renewed at ihe fee applicable at lh1
lime, lhe Item may be paid rr It is presenwo 10r payment a!re
the Order lennirurtes. ff !he Order 1errninated as a result of yrn
cioSing !he account a new Stop Payment Order must be placer
a'f the fee applicable at that time if you later reopen the account
tf !he Bank is able \o and does S\llp payment on the Item, th!
payee or 01her holder of the Item may be able to recover iron
you the amount of !he Item plus other appropria!E damages.
The Bank is autroriz.ed In deduct trorr your account the Bani<':
applicable stnp payment lee.
If more lhan one person is pemiltted to draw on your account
any of these perrons may sto;i payment on the item.
You agree to indemnify and hold the Bank harmless !ram an:
and all costs, expenses, suits, and/or judgments lhat the Bani
may either incur or be assessed due to honoring the Order. Yo1
aulhorize lhe Bank to debii your account fur any such amoun
due the Bank.
If the Bank re-credits your aCC01Jnl alter paying ihe i!Brn over i
valid and timely Order. you agree lo t1lnsfer lo the Bank all o
yoor righis against the payee or other holder of 1he ttem, and f(
assist the Bank in any later aclion taken against said payee a
other holder.
Transfer of Ownership
Accoun/s <re NOT TRANSFERABLE. Fedefl!I regulations E!)(Ch.1'.:ie fmrr your accollJli at any time wilhout no'.ice to you.
Stop Payment
Bilfore we pay a check or 1hird-party transfer, you have lhe right to place
a stoo ~avment order on the item, unless we are rommitL"<I to honor the
iiem ~ p~vided bf the regulations regardi119 c!ieck processing. For cut-
off times, see' Additional Cut-off Tunes:
.. !he definilion of "transfer" an account pledged as collateral for a loan 01
Ille passhg of title up:m death, divorc;;:, marriage, inoompetency, or b)
operaiion of law. Neither transfer bet\f(een natural persons when made or
the boo\is at Bank of tile West nor the addiiion or subtraction of names o
other natural 1iemons is regaroed as a transfer.
Each stop payment order ("Order') applies ONLY to th~ ilerns
24 25
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Certificates of Deposits
Deposits
Unless otherwise indicated, add\liOnai deposits ot $100 or more can be
made only wilhin the ten (10) calendar day gracepetiod (one (1) calendar
day grece pertoci far 7--31 day acrounts) on automalicaU.y renewable
roriilicales of deposiL !merest on the additional funds, both cash and
naixash, wil bagin to accrue on the business day you mar.e your
deposit and wilf be al the same rate as Ills renewed certificate ot deposiL
Ti-e additional deposii(s) w'JI mature at the same time as the renewed
cert•f!cate of deposit.
Interest
We use the dally balance methOd to calculate the interest on your
a=unt based on a 3651366-day year and actual days. This method
applies a daily periodic rate to the principal In the account each day.
Interest is compoun<le a monthly. The annual percentage yield quoted for
your ao::ount assumes a1at interest earned is reinvested in the account
monthly, that all funds rernain o~ deposit for one (1) year tram Ille date of
deposit (even for shorter-term del)JSfts), and that the inleresi rate <bes
not change. Interest withdrawn wrn reduce the annual pen::enlage yield
earned.
For certifica\es of deposits wi1h ierrns of 1hirty-two (32) deys or longer,
you may choose the frequency cf interest pa)'l'Ilen\s. lnlerest can be
paid as frequently as monthly, but must be paid at least once a year.
On certificates of deposits, interest rnay be reinveste.d into the account,
credited lo another checkirg, money mar1<et or savings account, or paid
to you by check.
Certificates of deposits wilh terms of 7-31 days will receive interns! only
at maturity. lntereS\ may be reinvesled into the certificate ot deposit, or
deposited lo a checking, money rnar~et, or savings account.
Maturity
Auiorna!ically renewable rertilica'.es of deposit renew at the rate in effect
on the matun'ti dale,. for the s3me term and under the same conditions
last disclosed (unless we tel! you otherwise). We wm rnaft a renew-di
notiG?. approxlmately iitteen (15) days prior to 1he maturity da!e (except
for 7-14-day terms). You have ten (10) days after tile maturity date one
(1) calendar di!y grace periDd lor7-31-day accounts) \.o make charges lo
your certificate of deposit wi\houl penalty, The renewal notke will include
a phme number you can call on the maturity date (or shortly after) le
find out the interest rate and annual percentage yield on your renewed
cartificate of deposit
A non-renewable certificate of de?osit wtt! not earn interest beyond !he
rrniwrity date, and will not renew .automaticatly at rnah.Jrily. We Wttl rnai
a maturity notice approximately fifteen (15) days prior to the maturity
daie (except ior 7-14-day lerrns). Tiie rna~Jrity notice will include a
26
Page 16 of~
·;.:', ._ ..... ·.·
phone number you can call if you wouid like lo open another ceriificate
of deposit_
Withdrawals; Early Withdrawal Penalties
lntero:st that has been reif!IJested rnay be withdrawn without penalty at
any llme, if the ;icmunl lerm arid inlerest iaiB have not changed since
the reinvestment
Addition~ withdrawals without penalty are pennittea at maturity in'
automatically re1ewat:!e certiiicales of deposit, during-the ten ( 1 O)
calendar-day grace pertod, one (1) calendar-day grace peliod 1or7-31-
day terms, or _upon a depositor's death or mental incapacey. Wiihdrawals
et a:1Y other nme may be permitted at Iha Bank's discretion and may be
subject to interest penalties. Accoun1S dosed during lhe grare period will
foriert any interest that accrued during !he grace period.
Al penalties are calcula!ed .on a simple interest basis. The penalty
assessed may reduce the pnnCJpal balance remaining on your account
after 1he witt1drawal, The per.afy is calculaled at thl interest rata in eflect
at the time 1he cerlifica!es of deposit was opened or last renewed.
The penalfies on the amount withdrawn are:
7-31 day term: seven (7) ctays srnp!e interest
32 days -1-year tenn: thirty (30) days simple interest
.Over 1-yearienn: one hundred eighty (1BO}days simple
interest.
IRS Reporting
Interest Reporting
. The Bank may have to report to you and to the lttcemal Revenue Service
: (lRS) any Interest paid or credited when tre Bank acts as:
The party primanly liable to pay interest, or
Custodian, fiduciary, nominee of a payee, trustee or a lruS',
collector of a payment for 1he payee, or
Mkldleman between payor and payee.
lnterest paid lo any Taxpayer Identification Numbei of $1 o or more per
calendar year will be reported to tile IRS.
.The Bank will send you a statement of the mnount of interest reported·for
your records.
My questions regarding requiremen1s should be directed to vour tax
advisor or the IRS. . •
_ ...
Backup V\'ithho!dlng
Yw are . required to furnish Ille &mk with your correct Taxpayer
ldenllf.cation Number. You are required to certify 1ha1 the :axpayer
27
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Identification Number you nave provided is correct and tl1at yoo have not
been notified 'oy the lntemal Revenue Service (lRS) \hat you are Sllbject
ro backup w~J1hoiding. If you cann'.lt cto both oi 1hese 1hif1\ls, or tt the
IRS requests us to. ihe Bank will vh!hhold a percenlage of any :meres'.
payments made to you. The percentage wtihheld Wiii be delemuned bi
the rate in effect under IRS regulallons.
Under cerlain circumstances, ln\emal Revenue Ser.ice (IRS) regulafions
require !he Ban~ ID wltltiold a percentage of any interest paymenis made
to you. The percent.age wiihheld will be dete'.111ined. by the .rats m effect
under IRS reoutations at !he tirne bac\UJp withholding begms. To avrnd
bacK\Jp withh~lding on yt:>ur 'ntere:;t-bearing account, U.S. Citiz:1ns or
other U.S. persons including Resident Alien individuals must pro~1de \he
Ban!\ with a Tai Identification Narnbef and certify either on our sv;nature
card or on IRS Fcrrn W-9 that 1he number you have provided is correct
and that eilher (a) you are exempt from backup withholding, ~ (b) that
you have not been notified by the Internal Reveme Service lh",' you are
sublect 10 bad<up withholding as a result ol a fauure to report a;l 1nteresl
or dividends, or (c} the \ntern:>J Revenue Sl.lrvice has notified you that you
are no longer subject to backup withholding. tl you are a Non-Res1den\
Alien, to avoid bac\\up withholding you must cerlify your Non-Resident
Alien s1;3tl.Js on an \ntemal Revenue Service Form W-8 Certificale of
Foreign Status. Your Non-Resident Alien status must be re-certified .or.
a new \RS Form W-8 every three (3) years to avoid backup ~holding
at the expiration of lhe current Form \~ on li!e with tne BanK. Bac\<.up
wi\hholding may also occur at any time upon any request served to lhe
Bank by th€ lnlernal Revenue Service.
Withholding will ~ccur at !he time interest is paid. The amount of interest
withheld wm be re;iorled lo 7ou and the \RS.
NI account owners agree to be jointly and sever.illy responsible for
amounts that tne Bar.k is raquired lo 111iihho\d. You also agree that the
Bank is permitted to remove funds from any acoount In any of your names
ior the ;;mount of tlie backup v.ithholding if rt cannol be obtained from the
<¥'..,Count to whictt interest has been credited. The Bank wll! 111forrn you
if the fUnds are removed lrom any acoount other than the one to which
inb,.rest was paid tu pay \he withholding,
Any q11estlons regarding tax withholdings shodd be directed to the IRS.
cheques. WE may aiso report to tlie IRS or o1her government agencies.
transactions that may be structured lo avoid '.he reporting raquirernanls
and other transadiQns that appear to invdve illegai actlvity.
in order lo satisfy the Act's requirements, we may and, in many cases, must
reques! certain infurrnalion about the indiv\dua! prasenting tlie nnsaction
as wen as the oigan!Zaiion or indr~id~al foi whom tne transaction
is being conducted. This includes the indivirluafslorganizatbns M
name, . perrr.anenl street address, Sociai Security Number, Taxpayer
ldentifica1ion Nurmer, clhef identmcation numbers (such as s driver's
lia:mse or passpor1), dare of birth (rt applicable), and busineSs., orotpation,
or profession.
11 you have questions aooui the Bank Secrecy A(j_ contact your local !RS
office at 1wvw.irs.gov or FinCEN {Financial Climes E~forcement Networll)
at ~Awi.fincen.gov.
ATM and Debit Card Services
Automated Teller Machine (ATM) Access
An ATM Card (avaflable lo sole proprietorships on business savings
accounts only) or a 8L1Einess Debi\ Card [available to all businesses),
along with a secret Pa®nal Identification Number (PIN), allows you
access to Bank of 1he Wesfs ATMs. Most ot our offices have An.ls, and
the ATMs are available virtually 24-hours a day. Consult a branch office ior
, specific hours and \ocations.
You may use your Card and Personal ldemification Nurnber(PIN) virtually
24-hours a day at our ATMs to pertorrn any of the following transactions:
Mal<e deposits to checl<lng, savings, or money marketaccoun(s)
finked tu your Card.
Make any payments, such as loan paymenls, accepted by Bank
oithe West.
Make cash Vlrfihdrawals from your chec!dng, savings, or money
market accoun~s) linked to your Card.
Deterrnire lhe available balance in your checking, savings, or
money market acwunt(s) linked to your Card.
. . Obtain a statement of lhe last ten (i 0) ATM iransactions (where
Notice to Canadian Non·Res1denlAhens
1
avauable).
IRS regulations reqoire that we report to the\~ all deposit intere~ paid-f ·some of 1hese services may not be available at al terminals. The types
10 acGOunts belonging io Canadian NorrR~den\ Aliens: even if you t ol ATM transactions you may perfonn depend on the type of accounts you
provided us with a signed Gartffication of Foreign Status (W-8). 1 maintain at Bank of the West.
j· . . R • t l You wil! not be 6mited in the number of time~ you may use !he ATM,
Reporting or Record Keep mg equiremen s ! however. there will be maximum limits set on the arrount of daily cash
Tne Bank Secrecy Act \'Aci"), a iederal law, requires al! financiai ; wiihdrawa!s. Remember. the amount you may witi'ldr.3\IJ is subject to 1he
institutions to report.cash transactions of more than $10,000 le the lnte'.°a! ~ amount oi available funds In your acCO\lnt
R~venue &irvice (IRS]. in addition, we may report to t'le IRS multiple
cash transactions which together !ala more than $~0,000 .10 any one (i l ' Shared ATM Networks Account Access
dav. To betler comply wilh '.he law, we may maintain a \og 01 all cash sales ·
of ·!)ank checks or drafts, cashie.~·s checks, money mrle<S or travelers You may use your Can:; and PIN to:
28 29
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.. : : · •.. ' . . . . •.• ~ 7
Wilhdraw c-a...<h frorn yo!X primary checking, savif"3S, or money
market accoum{s) subjeGt to funds avafiabvity ar.d transactinn
limits.
Determine !he avaia:ile balance in your llnked primary checking,
savings, or money marl<et account(s).
Sorre of ihese services may not be avallable at all terminals. The types oi
ATM transac'.ions you may perform depene on the type of account; yoo
mainlain with l.l8. Your ATM Card cannot be used outside o! 1he United
Stales.
Point-of.Sale (POS) Transaction Account Access
The Debit Gard ~sued by Iha Bank with a Ma~ierCard" logo may be used
at merchant point-Qf-sale terminals and se~-service polnt-o'"sale tenninal
locauons triat display any of the logos on yo!ir Cart!.
Debit Card Account Ac~ess
Transactions
Your Business Debil Card ('Debit Card") permtts you to access Your
designated depoSit account ("Account') in many ways. Each Debi Cald
may be used, depending .on your elections, to pay for goods and services
from rne!Cllants and to oblain cash at ATM locations displaying the logos
on your Card. Cash can be obtained at financial instfurlions displaying the
MasterCard® logo.
When you use your Debit Card to make purchases or at an ATM machine,
you are making a 'llithdrawalfrom yourdssigna1edAccoLml WewiR dedlJCl:
1he amount of your tran.sactbn, ITTduding any charges Imposed by another
1inancial ln::.titution, from the Account We may debit the Account or place
a hold on your Account flY a b-ansaction on the earlier of either the day
it is presented to us for payment or 1he day we recerve the notice of the
lransact:-on. I! a merchant or other institulion requests an authorization for
a transaction you wish to conduc:t, we may place a hOld on the Accourt
Limitations
You may have multiple checking, money mar\le~ aid savings a=un!S
linked lo your Dabif. Card. However, one (1) account rnusl be designated
as the pr'mary funding account. The daily do!ar limit on 1i1e following
lransaciions is up to \lle maximum agreed between you and !he Bank. per
day per Debit Card, up to fue amount of avaHable funds in the Accoun~
unless we c;reale an overdrafl:: 1) Cash withdrawals made each day from
any ot the Bar\k's ATMs or from any .llTM displaying the logns on your Card
2) PIN-based or signature-based purchases oriransactions made ttiftl\Jgh
a point-cl-sale (POS) transacti'.Jn at any mwchant displaying the logos
on your Gard 3) Purchases er transac\ians made at any MasterCarde
merchant by phone, through mall order or \"a lhe !ntenet You wifl be
limited io a combined blal of tweniy (20) transactions per day, per Debrt
Olrd for PIN-based and signature-based POS merchant purchases.
3D
Page 18 ofLIJ
:···, :·· .. "··
' Foreign Transactions
For any transactions conducted In a currency othet !llan U.S. dofiars the
merchant relwOOc, or card assoaation 1hat rirocesses the trarisadioo
may _convert. allY telated debit or credit Imo U.S. dollars ii accordance
With its lhen-<:ummt polides MasterCard• curreniiy uses a o.inversion
rare that is either (a} selected from a range of :ates available in the
wholesah currency rnarllels (nole: this rate may be different from the rate
MasterCard• ~.self receives), or (b) the govemment-ma'ldated rate. The
conver~1rrale may be different irorn the ra<e in effect OP the date of your
transaction and the date it is posted lo your accounl
We v:ru pass on lo you tre charge ltWosed against us by MasterCard®.
Spa~, y01Jr foreign currency transaciico will inrur a 'charge equal to
2% 01 the transacB.:m amount (lnduding cred'its and reversals) fur each
tra~sacilon (U.S. or foreign cllffilncy) that you conduct outside the 5()
United Slllt_:s. The charge will be separately disclosed an your periodic
st,aternenl t-orexample, if )'01.ff international transaciion resulted in a U.S.
$ 100 charge, the Iota! fee would be $2, and ltie statement would reile.ct a
separare transaction fee amount of $1 MasterCard foreign transaction iee
snd a $1 Bank of the West foreign transaction service fee; a U.S. $2~
d"iarge would incur a total fee of $5.00, and !he statement would reflect
a separate transaction fee of a $2.50 MasterCard foreign transaction fee,
and a $2.50 Bank of the West foreign lransadlon service fee.
Your Liability for Us!i of Debit Card
You are l~sponsible for selecting individuals from your business who
aro authonzed to hold Debi! Cards ('user>'). You agree that tne Bank
wll charge your Account for the amount of each authorized transaction
in which 1he Debit Card or 1he Debtt Card number is used. You will r~1
be liab1e for unatJthotized lransactions provide<l itiat 1) Your account is
in good standir'Q; 2) You can show that you have exerdsad reasonable
care in safeguarding your Card lmrn risk of loss or theft; 3) YDll have not
~ported t.vo or more incidents of unauthorized use wllhin the preceding
~Ive {12) months. You agree to indemnify and hold the Bank, its
d1re~l?rs, ~c:ers, employees, and agents harmless from any !oSS<Js,
~abilraes, clauns, damages, expenses ardlor judgments {including legal
iees and costs, whether private furn or a pro-rata allocafon of in-house
lega! fegs and costs) arising from or relating ID 1he issuance of any Debit
Care and/or payment of any and all transactions and charges incurred
with the Jebt Card.
You Vlill lllqUire users to comply wittl the provisions of this Agreement
a~d all other applicable agreements. You are My responsible fur the
.faue o! arr! user 10 coo:1Piy w1ih this Agreement You agree 1hat you
ere res!J?llS!Dle for obm1nmg the Debit Card from any usar who !eaves
your business or arry use1 that you determine is no longer authorize<! to
have a Deba Canl and canceling the Debit Card immediately. You remain
responsible for aU transactions wit~ any Debit Card !hat occur before the
Debit Card is canceled \;'ith Bank of 1f1e West.
If you use your Card for any illegal iransaclion, including, wilhout limitation,
unlewful gambling activity, you ass~me all responslbUily and iability fur ail
31
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lesses. costs, and expenses you or v.e incur as a reS\itt of such use. We
reserv11 !he right to blocl: and I or not approve any authonzation request 1or
Jse of the Card in any aciivily we believe is not lawfl.q, including onlkle
garnb'lng. This Agreement aiso applies io such tranS'3clions, and you
agree to pay any an:i all amounts related to such transactions pursua11t
to the terms of ihis Agreement. We may, in our SOie discretiot\ iESlrict the·
use o! or lerrni11ate your Carn tt we nofice excessive use of your Card or
other suspiciOus aciiV11ies or if we reasonabP/ bcl'ieve lhe Card is or has
been usej for one or more mega! transactions.
Your Card 's property of Bank of 1he West, and we may revoke )'Oll' Csrd
and privileges to access electronic services at ani1 time wi!hout no~cs. If
your Card 1s rev~ked, you must return tt to w;.
MasterCard Business Debit Card Zero Uablfity Policy
Yoo wm not be liable ior unau!hortzed transaciio~s !hat rnigir.atoo wl!hin
the U~ited States region, provided that 1) Your account is in good
standing; 2) You ca~ show lhat yoo have exercised reasonable care in
safeguarding your card from risk of ioss or theft; 3) You have not reported
two (2) cr more 1~cidenls ofunauiho!iz:ed use witilln the preceding twelve
(12) months.
ATM/Debit Card Security Measures;
Right to Terminate
We reserve ihe right to monitor ATM and Debit Card transacfion activity as
a means to deter frauctulen1 transac!ions. l\ any transaction awears to be
unusual activity, we will attempt to r.ontactyou \o a:mflrm the authen\icily of
1he activity. However, if we are unable lo contad you, we m<iy, at our sole
cfl:o"'!:tlltion, block your Card in an effort to prevent irnudulent transactions.
In the event lhatyou confirm !he transaction activity as legrumate, we may,
at aur discretion, unblock your Caret We reserve the ri;Jht to terminate all
rights to use your Card if we have reason to believe ihat there has been
an unauihoriz.ed use of your Card or PIN.
Bani: of the Wes! reserves lhe right to decline transacfions at lhe point-of·
sale {POS) lo deter possible fraud. It Is your respansibil!ty to update Bank
of !he West of any change in contact inlor:nafion, name, address, and
phme nurnber(s) in a timely manner.
Lost and Stolen Cards
If any user's Cam is lost er s1oi&n, \'DU or any user or designee rnus1 notify
us immediately either orally or lr. writing.
You may r::alJ or Wl1ffi to us at ll1e address or phone number shown DO tr.e
nei:t page and at the end o1 this Deposit Account Disclosure For Busines.s
Accounts.
Errors or Questions Concerning Your Card Transactions
Write or call us as soon as possib!e if you believe lhat your statement or
any transaction receipt Is incorreC: or if you need more infqmatian about a
transfer fisted on the stalernent or transaction recBipl We must hear trom
you no later ttian 1hirty (3C) days after we send you the f.rst s!alBment
on which the error or the problem appeared. You can call us, but doina
so may not preserw your rights. \.\'hen you wli!e, please include yoU;
Card number, your designated a=unt number, the; dollar amount of the
suspected error, a description of tlle error, and an explana'ian al why yru
believe there Is an error. If we decide no error was made, we w!U send you
a written explanaticn after we finish o~r investigation. Ycu can request,
aodwe will provid11, copies of the documents used In ourilwestigation. We
may assess a reasonable feB \o cover our dup5cation costs.
Contact Telephone Banking at: 1-800-4BM2fi5
TDD (text lelephme) users only: 1-800-059-5495
Hours:
4 am. -midnight Monday-Friday (GentrnJ lirne)
5 a.m -midnight Sarurday, Sunday, 'ederal holidays (Central Tir.1e)
OR write to:
Branch Service Center
MSN# NC-LEN-01-M
P.O. Box 22792
Conoord, CA 94527
Changes to this Business Debit Card Agreement
1
1 We re..<:erve the right to change and make additions to this Agroemer1t
at any tlme. We win ~~Je you prior wrillen notice of any adve1se change.
Any chan;)As or addltlons to thrs Agreement will be effective as of the
Our right to rnonitoo your Carri transaction activity does not replace ywr to 1his Agreement effective immediately If the change is required by law, I• time provided in the notice. We reserve the right to make any changes
resp:;nsibllity tn review your account activiiy or mange your liability Is necessary or appropriate for security reasons, or to protect our system
regarrlirig reporting unauthorized activity to us. You may not "opt 3lJ!" . • ardlor your Account. Your actepianre and use of.the Debit Card(s) after
of this process. any change or addition ID 1his Agreement constitutes acceptance ot any
announced changes. \NewlH msil a~y noticfl to the address shown on our
records for your designated Account
Termination of this ~usiness Debit Card Agreement
We may teminate this or any other Agreement a'. any time wi!ho~ cause.
32 33
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We spsc(fically reserve ihe right to temlina!e this Agreement if you or any
user of a Det:X1 Can:I sr.ould breach any of !he terms and conditions set
iorth in ltlis Agreement; ii you am in dclaull of any oiher Agreement wil\1
the Bank, Including but not f.>rrJted io you: !allure io pay any indebieOness
owed to us when due; should your busrness dose, or in !he evenl c(
bankruptcy. insol~ency, or liquidation, or ttie attachment or ievy against
your property; or lf W13 O&cide to cfJsconfi!llle tnis product. l'ou may cancel
this service by calfll\g us or writing us, on your business let1erhead, at the
address listed aoove and at !he end of!his DeposftAco:iunt Disclosure For
Business Accounts In }'O'Jr letter, please ide11fify the Debi! Card accourrt
number, your designatsd account number, and the sef\lice and/or Debit
Card(s) tD be car.:eled.
Your Debit Card.is not governed by tie Electronic Funds Transfer Acl You
unde!Stand and agree that you are not a "consumer' wifhin the meaning
of the Federal Electronic Funds Trans fer Act and Federal Reserve Board
Regulalion E, and tre ActiRegulalion shall not apply to any dispute arising
between you and tl1e Banr~
Analyzed Business Checking
Balance Terms
Average Ledger B1!lance. The average daily ledger balance for the
analyi.ed account for tre analysis cycle. This figure is equal lo the
aggregated daiy ledger balance for the cych>. dillid.9d by the riumber of
days in the cycle.
Average Daily Roat. The average da&y float is equal In the aggregated
daily balances no/ coileded for the cycle, drlided by lhe number of days
in the cycle. FIOal calculations are based on the time assigned for the
collections of deposited Items which may be longer or shorter than lhe
actual coneciion time.
Average Daily Collected Balance. The average daily collected balance
is equal to 1he average ledger balance less !he average daily ftoal
!o Ille average coDecteil balance iass the reserve reqtiremsnt
~Vef09e Dany Ladger Balance OVardraft The ~e dal~ ledge;
oalanca overctralt ;s the S(jffl of the aggregated daiiy ledger overdraft
oalancas diVided by !he number of days in the month. This 1igLire is used
to calculale the interest charge for ledger balance overdrafts.
Earnings Credit The earnings crelfrt is a credit earne:i by the customer .lo
appl)• toward Iha payment for seM.:es provideii. This iigure is calculated
by mulfiplying Ille balance ill supPor1 services by the earnings credit
rate in effect, divided by the nurnt:er of days in tie yea;, mu!Upiled by
the number of days in the mmth. The earnings credii rate is subject ID i change wrttout prior notice. Ctmnt pricing informsbon is availabie trom
your relationship manager.
Prime Rate. The prime l'3le shaH mean an index for a variable irleresJ:
rate which is qJoied, pub!istied, or annotmced by Bank of Ille West as its
prime rate and as to which loans may be made by Bank of the West at
above, or below such rale.
Interest on Overdrafts and Uncollected Funds Used
!n!erasl on O\letdrafts or uncollec!eo funds may be charged al the Prime
Raie plus three (3) percent !rrterast Oil ove1dra1ts ls appfied to t~e average
dauy ledger balance overdraft for fue mon1h. Interest on Uncollected
Funds Used is applied to t11e negative collecied ba~nce !or the month.
lnierast shall be adjusted concurrently with any cliarige in the Prime Rate.
Interest on each advance shall be cornpuffid on the basis of 365 days
per year {366 for a leap year), and charged on the actual number of days
elapsed.
All Interest-Bearing Accounts
For current interest rates and annual percentage yields, teleptone any
Bank of the West bra'lch or call our Telephone Banking Center at 1-800-
488-2265.
Nega!Jve Collected Balance. The average daily adjusted collected 1i I h B
balance Is 1he sum of the negative oollec!ed balances and tile average e ep one anking Center
dai~ collected balance. This 1igtre is used to ca\culaoo the reserve
requirement. Call our Telephone Banklrg Center toll free at 1-B00-488-2265
AV~rage Daily Acf)llsted Collected Balance. The average daHy adjusted · TDD (text 1elephone) users only: 1-800-659-5495
collected balance Is tl1e sum of !lie negative collected balances and · _. tiouis:
the average daily collected balance. This figure is used to calculate the i 4 a.m. -midnight Monday-Aiday (Centrd!Tima)
reserve requirement ; 5 a.m. -midnight Saturday, Sunday, federal hcfidays (Central lime)
Legal Reserve Requirement Reserves are fonds which the Sank is · '' . .
reqtnred \u maintain at a Federal Rererve Bank for deposits. Reser-1es Wnle our Tel~phone Banting Center.
are calculated by mulliplyirg collected baiances by a fixed factor of 10%, Branch SeMce Center
regardless of the ac!JJai reserve requirement for your fund~. The Bank's 13505 Ca!ifurn1a Street
actual rP.serve requirement may be lower based on sub-acccuntng and NE-BBP-~-A
olhef iactors. Qmsha, NE. 68154
Salance to Support Services. The baiance to support sert'ces is equal Calls rr.ay be randomly monitored or recorded 1o ensure qualily service.
34 35
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We regiel that this do::umerlt is not available in Spanish. Please make
sure that you understand ah terms fll7d rondilions applicable to your
rfeposit account and servi.::es. For assistance in Spanish. contact us
at (800) 488-2265.
Esta documento no est.a dispor11ble en espaiiol. Aseg[Jrese de entendfff
lodos /DS terminos y condla'ones reiaci011ados cm su cuenta de
dep6sita y /os Sf!rvidos correspondiootes. Paro asistE!ncia en espaiio~
Name al (BOO) 48&2265.
Member FDIC
See our current rate sheet tor additional information.
Form 31 O:W--08511 (Rev. 6108)
36
Page 21 ofi!j
4-150
Exhibit L-Collateral Inventory
4-151
Exhibit L
Pledges to Pledgee By FAS 115 Intent
As c~f-June 14,2013
Agency Il/ome: STA TE OF CALIFORNIA -LOCAL AGENCY
Pledged To. WFCA STATE OF CAUFORNlA -LOCAL AGENCY
Cusip SecurUy Description Rating Coul>on Maturity PledgedDate OriginalPV Current PV 1l4arkel Value
351136010 FOWLER CALIF UNI SCH DIST CA 4 500000 0810112025 01/06/2012 $1,340,000 $1,340,000 $1,384,019
35250MAV6 FRANKLIN CALIF ELEM SCH DISTCA A2 4.500000 08/0112031 11/14/2007 $440,000 $440,000 $454,040
353856YH4 FRANKLIN-MCKINLEY CALIF SCH CA Al 5.250000 08/01/2026 0410412007 $\460,000 $'1,460,000 $1,793,668
36176MW66 GNMA1 SINGLE FAMILY 30YR NR 4.000000 07/1512041 04/0512013 $40,254,642 $29,918.286 $31,848,336
36176W2D2 GNMA1 SINGLE FAMILY 15YR NR 3.000000 12/15/2.026 0713012012 $22.,567,267 $17,605,571 $18,551,017
36176WZ95 GNMA1 SINGLE FAMILY 15YR NR 3.000000 12115/2026 06/0412013 $30,000,000 $23,990,903 $25.279,251
36176XJ59 GNMA 1 SINGLE FAMILY 30 YR NR 3.000000 04115/2042 04/17/2013 $41,500,000 $38,362,320 $39.148,908
3G'79DFE6 GNMA1 SINGLE FAMILY 30YR NR 2.500000 12115/2042 04/05/2013 $39,665,497 $39,080, 144 $37,861,535
30179M6H8 GNMA2 ARM MULTIPLE 2.000000 03/2012043 06/1212013 $25,000,000 $24,761,903 $25,816,331
3o179MTK6 GNMP.2 f1RM MUL T!PLE 2.000000 11/20/2042 0512812013 $42.760,243 $41,418,259 $43,339.110
36179MYH7 GNMA2 ARM MULTIPLE 2,500000 01120/2043 06/05/2013 $37,500,000 $35, 902, 422 $37,519,494
36179MYQ7 GNMA2 ARM MULTIPLE 2.000000 01120/2043 06/04/2013 $26. 770.630 $26,358,274 $27,510,285
36202FM7!l GNMA2 SlNGLE FAMILY 30YR NR 4.000000 12/20/2040 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 $17,31~,547 $12,020,445 $12,964,856
36202FP137 GNMA2 SINGLE FAMILY 30 YR NR 4.000000 0212012041 10129/2012 $29,589,000 $20,541,857 $22, 155,769
36202FP67 GNMA2 SINGLE FAMILY 30 YR NR 4.000000 02/20/2041 0712512012 ~13,300,000 $9.233,387 $9,958.827
36202FPF7 GNMA2 SINGLE FAMILY :10 YR NR 4.000000 01/20/2041 04/3012012 $12.3BO,OOO $B,455,15B ' $9,040,297
36202FPF7 GNMA2 SINGLE FAMILY 30 YR NR 4.000000 01/20/2041 06/0612013 $50,000,000 $34, 188,844 $36,511.702
36202FPF7 GNMA2 SINGLE fAMIL Y 30 YR NR 4.000000 01/20/2041 03/0112013 $13,000,000 $8,889,099 $9,493,043
36202FQ66 GNMA2 SINGLE FAMILY 30YR NR 4.000000 03120/2041 04/0912012 $26, 303, 1 '70 $17,985,436 $19,225,439
36202FQ66 GNMA2 SINGLE FAMILY 30 YR NR 4.000000 0312012041 11/2512011 $25,033.000 $17.116,927 $18,297,050
36202FQ66 GNMA2 SINGLE FAMILY 30YR NR 4.000000 03/2012041 04/0912012 $25,000,000 $17,094,362 $18,272,929
36202FQ66 GNMA2 SINGLE FAMll Y 30 YR NR 4.000000 03120/2041 04/0912012 $195,451 $133,644 $142,858
The information contained /1ereln, whlle belleveri lo be reliable, Is not guaranteed
Printed 06Jf71ll 1131 I.OJ.JO AM Page 3 of8
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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 ST ATE OF CALIFORN1A -LOCAL AGENCY
Cusip Securir.y Description Rating Coupon Maturity PledgedDate Original PV Current PV Market Value
36Z02FQ66 GNMA2 SINGLE FAMILY 30YR NR 4.000000 03120/2041 03/28/2012. $38,000,000 S25,983.430 $27 ,774,853
362C2F06E GNMA2 SINGLE FAMILY 30 YR NR 4 000000 0312012041 04130/2012 $7,000,000 $4,786,421 $5, 116,420
36202FQ66 GNMA2 SINGLE FAMILY 30 YR NR 4.000000 03/2012041 04/09/2012 $8.800,000 $6,017,215 $6,432,071
~6202FQ66 GNMA2 SINGLE FAMILY 30 YR NR 4.000000 03/20/2041 04/30/2012 $5,500,000 $3,760,760 $4,020,044
36202.F074 GNMA2 SINGLE FAMILY 30YR NR 4.500000 03/20/2041 09/2112012 $30,000,000 $17,851,993 $19,283,201
3520ZFSA6 GNMA2 SINGLE FAMILY 15YR NR 4.000000 04120/2026 12/23/2011 $50,000,000 $24,034,445 $25,679 ,933
36202FX43 GNMA2 SINGLE Fi>MILY 15YR NR 3.500000 101201202.6 04/0512013 $67 ,837.458 $44,017,792 $4 7 ,084 ,053
'.\6202FY'..:l2 GNMA2 SINGLE FAMILY 15YR NR 3.000000 10/20/2026 10129/2012 $12,800,000 $9,839,846 $10,420,534
36202f-'YD2 GNMA2 SINGLE FAMILY 15YR NR 3.000000 10/20/2026 0712012012 $14,870,000 $1'•,431,133 $12, 105,730
36202FYY6 GNMA2. SINGLE FAMILY 15YR NR 3.000000 1112012026 06/12/2013 $45, 100,028 $35,550,975 $36, 163,450
36202FYZ3 GNMA2 SINGLE FA.MILY 15 YR NR 3.500000 11/20/2026 12/23/2011 $20,000,000 $13,234,350 $14,156,249
3G202i'YZ3 GNMA2 SINGLE FAMILY 15YR NR 3.500000 11120/2026 01/31/2012 $37,053,926 $24,519,232 $26,227,231
36202FYZ3 GNMA2 SINGLE FAMILY 15YR NR 3.500000 1112012026 1212312011 $30,000,000 $19.851,525 $21,234,374
3620AEFJ4 GNMA1 SINGLE FAMILY 30YR NR 4.000000 0911512041 1112512011 $5,383,000 $3,736,757 $3,977,818
3620AMTH5 GNMA 1 SINGLE FAMILY 30 YR NR 4.00COOO 01115/2041 01/30/2013 $53,745,804 $46,450,237 $49,435,004
3620ARWD9 GNMA1 SINGLE FAMILY 15 YR NR 3.500000 01/15/2026 03101/2013 $7,:J00,000 $4,612,853 S4,9\7,656
3G2DARYJ4 GNMA1 SINGLE FAMILY 30YR NR 3.500000 01/15/2041 04/2712012 $21,277,81 g $14,655,076 $15,382,598
3620ASGF1 GNM/.\1 SINGLE FAMILY 15YR NR 3.500000 11115/2026 02/28/2012 $10,000,000 $7,433,016 $7,925,245
:J622SFB65 GNMA2 ARM MULTIPLE NR 2.500000 03/20/2041 08/29/2012 $25,000,000 $18,790,023 $19,820,717
352.25FElG!i GNMA2 ARM MULTIPLE NR 2.500000 03/2012041 08/27/2012 $13,600,000 $10,221,773 $10,782,470
36225FB65 GNM.l\2 ARM MULTIPLE NR 2.500000 03/2012041 0112512013 $32,000 $24,051 $25,371
36225FB65 GNMA2 ARM MULTIPLE NR 2.500000 03/20/2041 01/31/2012 $25,000, 000 $1B,790,023 $19,820,717
36225FG65 GNMA2 ARM MULTIPLE NR 2.500000 03/20/2041 OB/2912012 $7,496,500 $5,634,376 $5,943,440
The 1/Jformation con!alnedhereln, while bellevedtoberell'1ble, Is notguaranteed
l'rinted 0611712013 JI:OJ:Jl)A.M Page4 of8
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Pledges to Pledgee By FAS 115 Intent
As of June 14, 2013
Agency Name: STATE OF CJ\LlFORNlA -LOCAL AGENCY
Pledged To. WFCA STATE OF CALIFORNIA -LOCAL AGENCY
C'uszp Sf':curity Description Rating Coupon Maturify PledgedDale Original PV Currelll PV Markel Value
35225FBF5 GNMA2 AR.M MULTIPLE NR 3,000000 02/2012041 04/08/2013 $26, 728, 927 $18,861,529 $19,938,486
36225FBF5 GNMA2 ARM MULTIPLE NR 3.000000 0212012041 0410812013 $18,300,000 $12,913,574 $13,650,915
36225FDA4 GNMA2 ARM MULTIPLE NR 3.000000 04/20/2041 0410412012 $36,645,766 $25,865,983 $27,390,518
36230RY.J9 GNMA 1 SINGLE FAMILY 30 YR NR 3.500000 12/1512040 12/0512012 $20.000,000 $16,039,267 $16.835,504
36230RYJ9 GNMA1 SINGLE FAMILY 30 YR NR 3.500000 1211512040 0113012013 $5,600.000 $4.490,995 $4,713,941
36230RY J9 GNMA1 SINGLE FAMILY 30YR NR 3.500UOO 1211512040 01/3012013 $6.500,0DO $5,212,752 $5.471,539
36230\Jr-YO GNMA 1 SINGLE FAMILY 30 YR NR 3.500000 0211512041 0410912012 $20,000,000 $16,428,074 $17,243,614
36241LP42 GNMA1SF30 YR PLATINUM NR 4.000000 1011512040 03112/2012 $28,000,000 $18,419,411 $19,679,307
422154CE2 HEALDSBURG CALIF UNI SCH CA A2 5.000000 0711512013 0210712007 $660,000 $660,000 $663.366
DIST
422154CF9 HEALDSBURG CALIF VNl SCH CA A2 5.000000 0711512014 0210712007 $700,000 $700,000 $731,073
DIST
422154CG7 HEALDSBURG CALIF UNI SCH CA A2 4.000000 0711512015 02107/2007 $790,000 $790.000 $825,439
DIST
422154CH5 HEALDSBURG CALIF UNI SCH CA A2 3.700000 07/1512016 0210712007 $320,000 $820,000 $853,374
DIST
422154CL6 HEALDSBURG CALIF UNI SCI-' CA A2 3.800000 0711512019 0210712007 $450,000 $450,000 $465,048
DIST
427632AV6 MERMOSA BEACH CALIF CITY CA 4.500000 08!0112024 08/0112007 $1,000,000 $1,000,000 $1,007,380
SCH
452678EP6 IMPERIAL CALIF UNI SCH DIST CA Al 5.100000 08101/2035 01/06/2012 $2,015,000 $2,015,000 $Z,OG7,309
500478BU5 KONOCTl CALIF UNI SCH DIST CA NR 4.000000 08101/2026 01106/2012 $680,000 $660,000 $727,396
50346CA.M3 LA HONDA PESCADERO CALIF UNICA Al 5.000000 04101/2022 05/09/2007 $470,000 $470,000 $52B,285
535256C.L 1 LINDEN CALIF UNI SCH DIST RFDGCA Al 4.125000 08/0112024 0113112007 $500,000 $500,000 $521,350
566734AZ2 MARICOPA CALIF UNI SCH DIST CA, A2 4.500000 0810112029 1111412007 $460,000 $460,000 $485,792
62451 FDC1 MOUNTAIN VIEW-WHISMAN CALIF CA Aa2 5.500000 09101/2028 11114/2007 $540,000 $540,000 $547,312
65 t54l.CH1 NEWMAN-CROWS LANDING UNI CA NR 4.000000 C8/01i2024 0110612012 $1,845.000 $1,845,000 $1,956,899
SCH
65154LCJ7 NEWMAN"CROWS LANDING UNI CA NR 4.000000 08101/2026 05/2112007 $2,275,000 $2,275,000 $2,366, 182
SCH
671556EV6 OAK PARK CAL'F UNI SCH DIST CA A2 4.000000 08/01/2021 10/15/2007 $505,000 $505,000 $541,087
Tflc lnformBtiun coptafned herein, w/Jh'c beJ/eved to be rel/able, !s not guaranteed
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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
C11sip Security Description Racing Coupon Maturity PledgedDate OriginalPV CurrentPV Market Value
Gi''1556EW4 OAK PARI\ CALIF UNI SCH DIST CA Al. 4.125000 08/01/2027 10/1512007 $1, 180,000 $1, 180,000 $1.235A01
673646CR4 OAl\l EY CALIF UN ELEM SCH CA NR 4.200000 08101/2024 01106/2012 $545,000 $545.000 $548,755
DIST
673G46CTO OAKLEY CALIF UN ELEM SCH CA NR 4.350000 0810112026 1211412006 $635.000 $1335,000 $639,540
D!ST
67:J646CV5 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
673546DY8 OAKLEY CALIF UN ELEM SCH CA A2 4.000000 08/01/2013 0210712007 $510,000 $510,000 $512,662
DIST
673646FF1 OAKLEY CALIF UN ELEM SCH CA Al 3.850000 0810112019 02/0712007 $560,000 $560,000 $595,202
DIST
G73646EF8 OAKLEY CALIF UN ELEM SCH CA Al 3.900000 08/0112020 02/0712007 $590,000 $590,000 $622,202
DIST
6?3646EH4 OAKLEY CALIF UN ELEM SCH CA A2 3.950000 08/0112022 02/07/2007 $655,000 $655,000 $681.717
nlST
6736461:',JO OAKLEY C-6.LIF UN ELEM SCH GA A2 3.950000 OBIOl/2023 0210712007 $700,000 $700,000 $727,902
DIST
67516GGR7 OCEAN VIEW SCH DIST CALIF CA A2 4.000000 08/0112025 0410412007 $625,000 $825,000 $875, 185
675166GUO OCEAN VIEW SCH DIST CAUF CA A2 4.125000 06101/2028 05/0912007 $590,000 $590,000 $616.456
714309AM7 PERRIS Cf,UF ELEM SCH DIST CA Al 4.250000 08/01/2024 01/0612012 $1,255,000 $1,255,000 $1,364,160
714368AN5 PERRIS CALIF ELEM SGH DIST CA Al 4.375000 08101/2027 V8JU12007 $1,6ZO,OOO $1,620,000 $1,733,546
714369APO PERRIS CALIF El.EM SCH DIST CA Al 4.375000 0810112030 08/2412007 $2,050,000 $2,060,000 $2, 154,513
714398FU3 PERRIS CALIF UN HIGH SCH DISTCA Al 4.000000 09/D1/2021 01/3112007 $635,000 $835,000 $886,520
797782BZ1 SAN Gl\BRIEL CALIF UNI SCH CA Aa3 4.625000 08/0112029 01/0G/2012 $1,175,000 $1, 175,000 $1,217,805
802515DN3 SANTA PAUL'\ CALIF ELEM SCH CA A2 4.500000 08101/2029 11114/2007 $545,00D $545,000 $559,922
ll02515DTO SANTA PAULA CALIF ELEM SCH CA A2 4.600000 08101/2034 11126/2007 $830,000 $830.000 $852.867
802564EG5 SANTA RITA CALIF UN SCH DIST CA Al 4.375000 08/01/2028 11114/2007 $705,000 $705,000 $726,481
8025G4EPS SANTA RITA CALIF UN SCH DIST CA Al 4.375000 08/0112035 11/26/2007 $1,270,000 $1,270,000 $1,294,727
804532AX7 SAUSAUTO CALIF SCH DIST CA 4.300000 08/01/2028 11/2612007 $885,000 $885,000 $913,816
840697Bi\1 SOUTH WHITTIER CALIF ELEM CA A2 4.200000 08/01/2022 02127/2007 $340,000 $340,000 $356,310
SCH
ll40697BS4 SOUTH WHITiiER CALIF ELEM CA A2 4.375000 08/0112029 11/01/2007 $2,640,000 $2,640,000 $2,765,506
SCH
-he lnformarion contain eel herein, while be/levee! to be re/iBble, Is notguaraniaecf.
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Pleci,ges to.Pledgee By FAS I 151ntent
As4 June 11, 2013
Agency Name: STATE OF CALIFORNlA-LOCAL AGENCY
Pledged To. WFCA STA TE OF CALIFORNIA -LOCAL AGENCY
Cusip Securi~y Description Rating Coupon Maturity
843251CC8 SOUTHERN KERN CALIF UNI SCHCA A2 4.000000 11101/2019
843257\.F4 SOUTHERN KERN CALIF UNI SCHCA A2 4.000000 11101/2023
901641Ct.8 TWIN HILLS CALIF UN SCH DIST CA NR 4.000000 08/0112020
901641CF5 TWIN HILLS CALIF UN SCH DIST CA NR 4.000000 08/0112021
90164.ICG3 TWIN HILLS CALIF UN SCH DIST CA NR 4.000000 08101/2022
901041CK4 TWIN HILLS CALIF UN SCH DIST CA NR 4.000000 08101/2025
912810DPO UST 11.250 02115/15 NR 11.250000 02/15/2015
91281QDPO UST 11 25002/15115 NR 11.250000 02/1512015
91282!3[[6 usr 4.250 08/15/15 NR 4.250000 08/1512015
912825EE6 UST 4.250 08/15/15 NR 4.250000 08/15/2015
912828E:NB USl 4.50011115/15 NR 4.500000 11/i 5/2015
91282.BEWG UST 4.500 02/15/16 NR 4,500000 02/15/2016
912823EW6 UST 4.500 02/15/16 NR 4.500000 02/1512016
912828GH7 UST 4.625 02115117 NR 4.625000 02/15!2017
912828HH6 UST 4.250 11115117 NR 4.250000 11115/2017
912828Q.J2 UST 2. 125 02129/16 NR 2,125000 02/2912016
912828QJ2 UST 2. 125 02129/16 NR 2. 125000 02/2912016
937394JGO WASHINGTON CALIF UN SCH DISTCA 4.250000 09/01/2041
155 Total Pledged To: WFCA STATE OF CALIFORNIA -LOCAL AGENCY
he information conlained herein, w/1i/a bcf/eved to be rel/able, Is not guaranteed
Printed 06117/20/3Jl:()/:12 AM
11/02/13 (00127307.pdf) Page 5 of 22
PledgedDale Original PV Current PV Markel Value
C5103/2007 $555,000 $555,000 $602, 136
05/03/2007 $575,000 $575,000 $616,274
01124/2007 $360,000 $360,000 $393,955
0112412007 $395,000 $395,000 $427,323
01/24/2007 $260,000 $260,000 $280.257
01/24/2007 $335.000 $335,000 $360, 155
11/23/2012 $27,000,000 $27,000,000 $31,927,500
11/30/2012 $21,500,000 $21.500,000 $25,423, 750
01/11/2013 $10,000,000 $10,000,000 $10,840,625
11/29/2012 $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
11/19/2012 $30,000,000 $30,000,000 $33. 196,875
04/09/2013 $50,000,000 $50,000,000 $57,000,000
04/0812013 $42,000,000 ~42,000,000 $48,004,688
1212412012 $20,000,000 $20,000,000 $20,!l84,375
0£/04/2013 $12,040,000 $12,040,000 $12,5"/2,3fl4
11/01/2007 $3,395,000 $3,3g5,000 $3,439,044
$1,679,250,014 $1,368.626,458 $1,456.030,415
Page 7 of8
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Pledges to Pledgee By FAS 115 Intent
As of Jw1e i4. 2013
Agency Name: STA TE OF CALIFORNIA· LOCAL AGENCY
Pledged To: WFCA STATE OF CAUFORNIA -LOCAL AGENCY
Cuc1ip Security Description Raring Coupon Maiurity
informafion contained ilereln, wliile believed to be rel/able, Is not guaranteed
nted 061/!12013 IJ.OJ,·12AM
11/02/13 (00127307.pdf) Page 6 of22
PledgedDate Original PV Current PV Market Value
.::
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Exhibit M-Corporate Rewards Application (purchasing card) and Commercial
Agreement Corporate Rewards Card Terms and Conditions
4-158
Exhibit M
Corporate Rewards Application
company Name City of Rancho Palos Ver?_e_s ____________________ _
(nCha:ractersincludingSpaces) DDDDDDDDDDDDDDDDDDDDD
IBIS WIU. BE EMBOSSED UNDERNEATH THE CARDHOLDERS NAME ON THE CARD
Company Address 30940 Hawthorne Blvd.
City/State/ZIP Rancho Palos Verdes, CA 9027 4
Company Phone ( 310 _)_3_7_7_03_6_0 ________ Tax Identification Number_9_5_-_2_86_7_8_7_2 _____ _
Company Gross Annual Revenue $24 million Dlle:ct Debit (Attach Form) D
~--------~
CA.Rn ADHIHISTRATflR:
Name Kathryn Downs
Title Deputy Director of Finance & l.T.
Business Address 30940 Hawthorne Blvd.
Cit !State/ZIP Rancho Palos Verdes, CA 90275
y: --·---------------
Business Phone (~)_5_44 __ 5_2_1_6 ______ _
Email kathrynd@rpv.com ----
ADDITIBHltl. ADMINISTRATOR; D Reward Points Contact Only
Name Linda Gan-Vanderlinde
Title Senior Accountant
Business Address 3094 0 Hawthorne Blvd.
City/State/ZIP Rancho Palos Verdes, CA 90275
BusinessPhone(~_5_44_. 5_34_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 & l.T. ------
SignatureX _________________________ Date _________ _
BOW Use Only
Credit Limit: Company
200,000 !D\#:
Eds ting
Customer
YesD NoD
Corporate C:BG 0 llranchID:
AccountNumber: RBGD
. NFGO
Ma<terCard is a registered tradi;mark of MasterCard International Incorporated.
040·00.374 { 10/11)
11/02/13 (00127307.pdf) Page 1of2
Relationship RM Employee 11;
Man.ager Name:
Cash Management
Conrultant Name:
Page 1 of 5
4-159
Commercial Card Agreement
Corpornte Rewurds Card Terms and Conditions
L Ge.NE;Rl\L This is the Ag,eeinent which will cover tee use of :re aa:ount by
the officers, r:iemoers 1 managers, partners 1 employees, agents, or represe.ntatives
d&signamd anc aut~orlzed by the corporation, Limit&d Liability Company,
partnership, agency, sale prcprietor, or other entity named in the Corporate Rewards
Card App•iGation (the "Application"). In U1ls Agreement, the words "C-Ompany" or
"you" mean the entity or individual whicl1 has signed this Application The word
"EmpioyM" means the officers 1 members, manager.;1 partners~ employees, agents,
or representatives designated and authorized to use the account, now er in the
bture. Ttle words <\ve," "us1 " "our" or "Sank" mean Bank of the West. The word
"Card" means a BanK of the West Corporate Rewards Gard ("Commercial Card"). The
term "account" means a Commercial Card account {"Commercial Card accounf'),
.By requesting, accepting or osing the Card, Company agrees to be bound by the
tern1s of this Agreement.
2.. A;>?LICATION. 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 rrom lime to time In the future in writing to us, Each
such Employee is authorized by Company to use the Card.
3. COMPANY'S RE-PRESENTATIONS ANO WARRANTIES. 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. Organization and Standing of Company, Company 1s duly organized, validly
existing and in good standing under the laws of the state, commonwealth,
territory or ju1isdiction where it was originally established and wherever else it
does business and has all requisite power and authority to conduct its business
as it now conduct!! such business.
b. Authorization. The person(s) who executed the Application is authorized and
empowered in the name and on oehalf of Company to execule and deliver the
Applic<ition, for and on behalf of Company and to do all things necessary or
convenient to cause us to issue the Caras; Company has the requisite power
and authority to enter into the Application anct 1l1is Agreement, to perform
its obligations thereunder and to consummate the transactions contemplated
thereby; the execution and delivery of the Applicarion and the consumMation
by Company of the transactions conlemplated in the Appilc<itlon and this
Agreement have been duly authorized by Company{and its board of d'1rectors,
shareholders, members, mangers, or partners, as applicable and if necessary)
and no other proceedings on tre part of Company are nec•.ssary tu authonze the
execution and delivery of tne Application and the performance of this Agreement
and the transactions contemplated l1ereby and l11ereby; and the Application,
lhis Agreement, and each other document required to be executed and delivered
by Company in co~nection herewith constJMes a valid and binding obligation
01 Company enforceable against Company in accordance with ils terms, except
to the extent enforceability is limited by law.
c. Litigation, Etc. Tiiere is no pending or threatened action or investlgatio.1 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.
d. Disclosure. Nerther the Application, this Agreerrent ror any document 1urnished
b us in connection w!th the transactions contemplated hereby conta;ns any
false or misleading statement of a material fact or 'fails to stale any material fact
necessa~/ to keep the s:aternents contained therein from being rr isleading.
4. USE. The Cards may be used only for business purchases of goods Oiservices from
participafing merchants ("Purchases") JP to the Credit Limits; provided, however,
tile Cards may (i) not be csed to make Purchases or obtain Cash Advances for any
illegal transaction, or (ii)for any internet or online gambling transaction. Transactions
for online or interne: gambling will not be approved, If the Cards are used for any
illei;;al or prohibited transaction, this Agreement also applies to such transaction and
Cornpary agrees to pay any and all amounts related ro st.Jch transaction pursuant
to the ~erms of this Agreernent. We may1 in our sore ::liscretion, restrict the use of
m terminate the Cards ff we notice excessive use of the Cards or other suspicious
act;vities er it •Ne reasonably Oelieve the Cards a:re or have been 1,:sed for or.e or more
liegal or prchibi'.ed transactions. Co'!1pany agrees that all Cards will be used solely
for busir.ess use anc not for r::onsLJmer credit purposes.
5. CREDIT LIMITS. We w:li not<fy :ornpany of ·\5 Dverall Credi! Limi' for all Cards
issued to Company. Ccr.pary agre~ rot to ·ncJ! debt, tr.duding but net ifrnited to
Purchases, Cash Acvance;, FINA.NCE CHARGES, late crarges, mernoership fees,
BANK OF rHE WEST: COMMERCIAL CARD A3REE1v1El~T
over-the-limit fees, and other fees, to us on all Cards in an amount exceeding the
overaH Cred!t Limit Company rray apply to increase the overaH Credit Limit, and
we reserve the right lo lower it Company shall designate an Individual Cred't llmtt,
!or eacr individual Employee within the overall Credit LiMit, and Company agrees
not to iccur debt on any Card in excess of the individual Credit Limit for that Card. If
Company, or any Employee, does go over either the individual or overall Credit Limit,
Company must repay the exr.ess amount imn;edii>tely. Each time a charge causes
the individual or overall Credit Limit to be exceedec, we may apply an over·the-limit
fee of $25.00. If any individual Credit Limit or the Corrpariy's overa!i Credit Umtt
remains o\!er the !lmit in subsequent bifling cycles, an additional over-the-limit iee
~iay be posted on the billing date.
6, AGREEMENT TO PAY. Company agrees to pay for all credit extended in
connection wi:h any Card issued to any Employee pursuant to the application ar.d
to this Agreem,,nt, including all applicaDle charges set forth in this Agreement.
Company agrees to pay us for such credit extended regardless of tlie purpose for
wnich the Employee obtains credit by use of any Card issued pursuant to the
Application and this Agreemert. Any failure on the part of an Emp!oyee to sign a
sales draft er Cash Advance ctr.aft shall not release Company of ils obligation to repay
the credit ext .. 1ded. When an Employee uses the Card, or anyone else is permitted
to use it, Company agrees to pay the amount of any and all transactions (including
any transactions which may have been made in violation of fuis Agreement), and
the flNANCE CHARGES, over-limit fees, or late charges that may become due as
shown on the periodic statement. Company agrees that •Ne may change or cancel
toe Corporate Rewards Card M.count at any time without affecting Company's
obligation to pay the amounts that are owed under this agreement
7, PAYMENT. Each montl1 we will send you a billing statement for the previous
billing period. Each billing statement will provide the 'l\mount Due" for the "Payment
Due Date." You must pay the Amount Due by the Payment Due Date. The Amount
Due represents the total of all Purchases, Cash Advances, fees and/or other charges
made or incuned by yau during the previous billing period for which the payment
has not oeen received by the Bank. A!I payments must be made in the lawful money
of the United States of America. When your payment is properly received, we will
allocate your p<>yrnent in a manner we determine except as otherwise required by
law. We will add any Cash Advances or Purchases repaid tu your available Credit
Limit, however, in the event of payment by check, we may delay crediting your
available Credit Limit until your check clears, and we may also credit your available
Credit Limit based on the same check hold policy that we follow to credit denosits
for regular checking accounts. Payments received after the cutoff times of 4:00p.m.
are credited as of the following business day.
a. Direct Debit. Payments made by direct debit to yoor account will be made on
tile Payment Due Date. If you fail to have available funds or to properly make
payments, crediting such payments may be delayed. Payments made after the
Payment Due Pate may be subject to the following iee(si, if 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 Fe": $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 Pc.rchases if you pay the entire Amount Due by tt1e
Paymeot Due Date. If we do not receive the entire Amount Due by the Payment
Due Dale, the Finance Charge will oe charged on the Purchases from the date
of the Purchase transaction. You may not avoid paying Finance Cliarge on Cash
Advances.
8. COMPUTING YOUR FINANCE CHARGE. We figure the FINANCE Ci-'ARGE on
your account by applying the periodic rate ta the "Average Daily Balaoce" of each
Balance Catei;;ory on the account, Including current transactions. Balance Categories
include Purchases, Ba'ance Tran,fers, Cash Advances, Introductory Rates and any
special rate offers we may make available from time to time.
a. Average Daily Balance. To obtain the daily Jalance for eac~ Salar.ce Catego'y we
t•i'.e tr.e beginning balance eBch cay and aad rew transactions applicable to each
caregory, and subtract any paymects. creci1S, and refunds applied to the categor1.
To figure your Avtirage '.)aily &!lance for each Betance Category, we add all your
r'.ai'y halancf"_~ and divide by !he number of days in :tie billing period.
b, Figuring the FINANCE CHARGE. We :c.mpcte the "'!NANCE CHARGE fo' each
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Balance Ca1egory by mullip!ymg these Average Daily Balances by the applicable
Daily Periodic Rate, and !hen we multiply the result ~y the number cf days
in t.11e biliing period. 7o determine the Daily Pen'odic Rate for each B.alancn
category, we divide the ANNUAL PERCENTAGE RATE in effect for the bil!irg
period by 365. (366 tor leap years). The way we get the Annual Percentage
=tare and Daily Periodic Rate for for each Baiaru:e Category is described below
under 'F!Xed Rates• and "Variable Rates•.
c. Fned Rates. 11-ie Daily Periodic Rate for Purchases on the Ccmmerciaf Card
account is .0493 percent fixed, which is equivalent to an ANNUAL PERCENTAGE
RATE oi 18.00 percent fir.ea.
d. Variable Rates. The current Annual Percentage Rate ar·d Daiiy Periodic Rate for
Purchases are sho-;vn on lhe variable rate disclosure which has been provided to
you with this Agreement. The Daily Periodic Rate and the corresponding Annual
Percentage !'late may change on the 1irst day oi your bUilng cycle that begin 1n
Marer, 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 ;n
the "Index." The 1ndex is the nighest Prime Rate published in the "Money
Rates" table of The Wall Street Journal. If the Index is no longer available, we
will choose a new index which is based upon comparable information and wPI
give you notice ot our choice. The Index figure published an tt1e second Tuesday
(or on th~ next business day if the second Tuesday Is a Mllday) of the calendar
month in which the Change Date occurs Is called the "Current Index." Your
interest rate fer Purchases is based on a variable rate equal to the sum of the
Bank's Prime Rate plus a "Rate Spread" of 6.99 percentage poi1ts. Immediately
before each a1ange Date we will determine the new interest rate for Purchases
by adding the Rate Spread tc the Current Index. For e•ample, if the Current
Index was 7.00% and the Rate Spread 6.99 percentage pOints, tl'le Annual
Percentage Rate would be 13.99%, and by dividing this percentage Tigute by
365, we would compute a Daily Periodic Rate of .0383%. The new interest rate
tor Purchases will become effective at the start o' your first billing cycle after
the Change Date. Only one Annual Percentage Rate and Daily Periodic Rate far
Purchases will be in effect for any one billing period. The Annual Percentage Rate
will not exceed the maximum rale permitted by law. The effect of any increase
in the Annual Percentage Rate and the Daily Periodic Rate for Purchases would
be to incrr.ase the amount of Finance Charge or interest you must pay anti trus
increase your monthly payments.
9. FOREIGN CURRENCY f'EE AND CURRENCY CONVERsioN. It you make a
Purchase or Cash Advance or ATM witndrawal 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 lnterna\fooal or VISA in accordance with their operating regulations or
conversion procedures in effect at the time :he transaction is processed. Currently,
their regulations and procedures provide that the currency conversion rate they use
is ei1her (1) 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 currem .. -y conversion rate which is used. You agree to pay the converted
amount in U.S. tunds. In aaditlon, MasterCard or VISA will charge us (lne Bank)
an International Transaction Fee, currently equal to one percent ( l.00%) of the
transaction amount. We will charge you the International Transaction Fee imposed
on us plus an additional 1.50% of the transaction amount.
H>. ANNUAL MEMBERSHIP FEE. Company promises to pay 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 Disc1>unt. Notwithstanding anything to the contrary c011tarned in this
Agreement, Bank will waive the annual card maintenance fee on the Company
account and on Cards issued curing the first twelve (12) months of this
Agreement (the fi13t twelve months and each succeecling twelve month period
shall be called tt-ie 11Fee Discount Period..H) if the net monthly purctlasing volume
under ail Cards is anticipated to average $20,000 ($60,000 ior Purcr,asing) er
more per month for thE initia! Fee Discount Period of ti'L' A.greement The initial
Fee D'scount Period shall commence on the first calendar day of the mo~lh
immediately following the date of execution cf this Agreement. For each Fee
Discount Period thereafter, the Bank will waive tlie annual ca(d maintenance
fee for the Company account and tor each Cardholder (including persons who
become a Cardholder during sJch f£'C Discount Period) if the actual net montt1!y
curctH:sing volu·-ne uncer all CarrJs during the previous Fee Discount Period
averaged S20,000 ($60,COO for Purchasicg) or more per month during such
Fee o;.scounr Period. If the actual net mort~ly purchasing volume 1.nde" all
Cards during such Fee Discount ?eriod doP-~ !"'Int average S20,0:JC ($60,000
for Pt.:rchasing) or riore per month1 me Ba:ik !i'iay charge the ;rnnual card
maintenance fee then in effect fer the Company account and such Cards for
the following Fee Discount Period for ail Cardhoiders (including persons who
become a Cardholder during sucJ-l=ee Discount .0 eriod.) The Compaq' shall
not recelve a fee discount if the Company was in default •.mder this Agreenent
at any time during any applicable Fee Discount Period. If the Ccmpcny is in
cefault at any time during such Fee Discount Period, any waiver cf the annual
card maintenance fee which would have otherwise been due during such Fee
Discount Period sha :1 be revoked and such fee shall be due and p•yab!e and
paid by the Company on the due date oi :he immediately succeeding m:in;h1y
billing statement.
l l. OTHER FEES. Company also agrees to pay us the applicable fees listed below,
which may be incre~sed from time to time by us. Comp~ny authorizes us to charge
your Corporate Rewards Card account foe the fees due to us. We reserve the right to
waive these fees from time lo 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 owned by us, a lee may be charged by the ATM operator or any
network used (and you may be charged a fee fur a balance inquiry even if you do
not comp\et<i a fund transfer). We cannot waive these iees.
Automated Teller Machine (ATM) Transaction Fees:
Cash Advance Wlthdrawai
> Domestic
> International
•Balance lnQuiry
-----..,
$LOO
$2.50
$.50
Nole: N/C = No Charge; N/A = Not Applicable; Domestic = at an ATM in
Canada, U.S. and its p(oteciorales and territories.
Payable al Time of Request
• MasterCard Temporary Replacement Gard
issued by MasterCard International.
Temporary card is good for approximately
l month and cannot be used in ATM's.
Domestic Fee:
International Fee:
• Emergency Ca;h Mva~ca 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 Bank of :he West
• Returned Payment Check (due to insufficient
funds, stop payment order on your ch eel<, etc.)
Automated Terminal Services.
$125.00
$165.00
$50.00
$2.:JO
$25.00
$15.00
a. Automated Terminals. Employees may use their Card to get a Cash Advance in
:he following automated te'lTllna!s.
• P.ny automated teller mac~ine (including any ATM we may own) that is
participating in a network and accepts our Card ("Network Ann and
• Any point of sale terminal that accepts our Card ("POS terminal").
b, Services Available at an Jl.utomated Terminal. Employees may use their Card
at any Network ATM to1
• Receive their Corporate Clewarcts Card account balances. These bala~ces
may not include some transactions recently made in that Corootate Rewarcs
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 ourc1ase
certain merchandise. The amount of the purchase will automatically be charged
to the ~mployee's Corporate Rewards Card account as a Purchase.
d. Limits af Cash Advances at Automated Terminals, The withdrawal amount
should no: exceed the Cretiit Limit.
12. FEES FOR USING AUTOMATED TERMINAL SERVICES. The fees for using
certain auto'lleted terminai services are listed in "Other Fees" sec:ion above.
13. CARD AND SECRET COOE (PINI t.:SE. Compa"Y is responsihie for al'
transactions in which Employees use their Card in an automated terminal, or the
""' of the Ca<ti by anyone else wr.o uses it with Company's permfsslOn. Security
n U'Se ot the Card :s prov;ded by the secrel codi?.s, whir:h we w111 provbe you and
-------··---·---.. ------------------~
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the magnetically encoded stripe on toe Cam. Please keep the Card sale, and also
protect the secret codes. Do not reccrd tl1e secret code on the Card. Use the Card
and the secret codes as instructed at al! tfmes. Company ts responsible for inshvcting
Empioyees on card usage and securi~f measures. We wi!I not be Hable for your failure
to r~str~ct employees, Please notify us of any mechanical or operating fai'ure 1n
connection with the use of your Card. The Card r<>mains ti"' property of the Bar.k
and cac be revoked and repossessect at any time. Compariy mu..<t rerum Card(s) to us
when asked, Cards must not be used after the expiration dates.
H. UNAUiHORilt:O US~. In the event of possible loss, theft or unautnorized
use of your Card, you ag·ee ta notify us immediately. You may be liable ior the
unauthorized use of any Card issued under tnis Agreemar,t. You agree tu assist us
in ce1ermining the facts and circumstan:es relating to any unauthorized use of a
Card. You will not be liable ior unaut~orizeo use that occurs after y'Cu notify us at
the telepnone number or aodress in paragraph J 5, oraily or in writing, of loss, theft,
or possible unauthorized use. In any case, your liability for unauthorized use of your
Card as a corporate rewards card will not exceed 50.00.
15. WHERE TO CALL OR WjUiE. If you believe any Cards have been lost or stolen
or that someone has transferred or may transfer money from ttie Corporate Rewards
Card account or crtnerwise use the Corporate Rewards Card .account without your
permission, call: 1-866-432-8161 or write to: Bankcard Security Department. P.O.
Box 1959, Honolulu, Hawaii 96805.
Hi. OUR BUSINESS DAYS. Our business days are Monday through =riday, except
for bank holidays.
17. SECURITY !NTEREST To secure payment performance of a/i Company's
Indebtedness, liabillties and other obligations under this Agreement and all other
indebtedness, liabilities and other obligations of Company to Bar.k of every kind,
direct or indirect, absolute er contingent. liquidated or unliquidated, voluntary or
involuntary, and whether icr principal, interest, fees, indemnities, damages, costs,
expenses or otherwise, whether or not evidencod by any agreement, and now
existlng or hereafter created, Company hereby grants lo Bank a security interest
in and to all right, tille and interest of Company In the lcflowlng, whether now
owned or hereafter acquired ("Collateral"): (a) accounts, (b) documents, (c) chattel
paper, (d) 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 cre.ation subject lo the provisions of any state
or federal consumer credit or tmth-m-lending disclosure statutes.
To the extent permitted by iaw •. Company agrees thst if Company has previously
granted or at any time grants an additional security interest in favor of Bank
pursuant to any doc1Jment, that notwithstanding the provisions therein sud1
seccrity 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 BV BANK; DISPUTES WITH MERCHANTS. 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 ottler reasons. We will no: be iiaole if a merchant, ATM or other financial
institution does not 11onor a Card or if auttiorizatfon for a particular transac"lion is
not given. We shall have no liability for the goods or services obtained by use of any
Care!. Company shall attempt lo settle any claims of dlsaut!!S for Purchases with the
seller ar.d hereby w.a~ves any and all claims against us in connection therewith.
19. DEFAULT. We may dec:are the entire balante for all Corporare Rev1ards Card
accounts due and payable a: once with or wrtrmut notice or damand If any of :hese
events (a'Default") nappcns.
a. If you miss a paymert under this Agreement or any other obligation you owe
LS; or
b. If you violate any terms of this Agreerne,,t; or
c. 11 any representation or warranty made by you to us was or becomes false; or
d. If you become irsolvent or bankrupt, or a petition for relief under the Bankruptcy
Code is filed by or against you; or
e. If any creditor artempts to attach or garnishee your prnperty; or
f. If you die, or tile a petition for relief under tt1e Bankruotcy Cooe; or
g. lf we., in good faiU\ believe tr.at t~1e chances of you making paymerts as: required
uidcr ~l"'is Agree!Tlent are substmtially impaired: or
h. If any default occurs witr, respect :o any guaranty or t.""ie occune.nce of any event
wt:i~ renuers any guararity ineffective; or
1 ii you or uny gw:!rantor "fails to pay or perform as agreed L:nde.r ary other
agreement you or suc-h guarantor has with us or any of our affiliates.
If yoe are in Default, we .-.,ay terminate your Corporate Card account, make no more
additional loans, and require yC>u to immediately repay the entire unpaid balance
of al! amounts due on your Corporate Card account, including but not !irrited to all
loan amounts, late charges and other charge; .ssessed out not paid. and all of the
FiMntf! Charges accrued but not paid. If we term;nate your Corporate Card account,
your onligation to repay toe amounts you already owe would continue. In addition
to any other right or remedy we have, ii you ar£ in Default, we may also increase
your Daily Periodic Rate to .0493%, which has a corresponding Annual Percentage
R<ite of 18% fi<ed, 1or the entire outstanding balance, from and after t~e date of
Default. Your payments under tnis Agreement, Including the amount or ~e F·narce
Charge, will increase as a result of the increase in your Daily i'eriodic Rate and
Annual Percentage Rate.
20. COLLECTION. Company promises to pay all collection costs, including
reasonable attorneys' fees and court costs, pemiitteci by law.
2L RIGHT OF OFFSET AUTHORIZE!>. In the event of any acceleration of the
balance due hereunder, Company authorizes us to offset the amount due against
any amounts Company h• s on de!)OSit with us.
22.IF THERE IS MORE THAN ONE SIGNATURE ON THE APPLICATION. If
more than one person or enti1Y is the "Company" on this Agreement, each of you
Individually, or all of you together, will be liable under the application and this
Agreement. We may collect from or sJe any one of you, or 'flake any settlements or
extensions with any one of you, without giving up our rights aga:nst the other.
23. "10 WAIVER OF RIGHTS. If we choose to waive any terms or conditions of this
Agreement on a case-by-case basis, such as by not declaring the entire balance due
when the minimum n10·1thly payment has not been made on time, it does not mean
that we have waived, or given up, our right to exercise any oi our rights or remedies
under this agreement in the future. We are not required to use any partiC\Jlar l<ind
of demand or notice in order to collect amounts due lo us under this 'Agreement.
NI} indulgence or acceptance by us of delinquent or partial payments constitute a
waiver of our rights or of any provision of this Agreement. No waiver of any existing
default shall be deemed to waive any subsequent default.
24. WAIVER OF CERTAIN RIGHTS SY COMPANY, Company, anyone signing
this Application, and any guarantor agree that they will be liable for repayment
of everything they owe under this Agreement, even if we do not follow all legal
procedures such as diligence, demand, presentment and notice and protest of
disnonor, whid1 we might be required to follow If It were flOt for this waiver.
25. REWARDS ELIGIBlLITY.
a. You must be an authorized Corporate Rewards card accountholder to participate
in the Program.
b. The current Annual Membership FP.e 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 er our allillates by you, or anyone acting on
your behalf, may result in the termination of membership in the Program and/
or forfeitute of a!I Points earned under your Corporate Rewards card account,
including Points.
d. In order to earn or redeem Points under the Program, your Corporate Rewards
carr:! account must be open and in good standing. An account is no longer
in good standing if the payment is not received by the due date, subject to
banl<ruptcy, involved in fraud, ~harged off, otherwise In default under the terms
and r.onditions of your Corporate Rewards care Agreement, or closed by you or
us. Determinations of what constrtutes a close.d account will be matie in om
sole discretion.
26. ACCUMULPJION OF REWARD POINTS. Each company will earn one (1)
Reward Point ('Poi.its") fw each one dollar ($1.00) spent on each Care for eligible
purchases al goods or se'Vices ('-Purchases"). Cash advances, cash equivalents,
iinance charges, annual tees, late fees, ever-limit fees and otller Corporate Rewards
card related fees do not earn Points. Points will be deaucted for any returos O'
credits made on your Corporate Rewards card account.
a. The Compary may eam a maximum award of 1,000,000 Points per year for
Purchases made with the Corporal= Rewards cart! accounts.
b. Points earne<i, redeemed, and available will be printed on the Corporate Rewards
card periodic statement.
27. REDEMPTIO!; OF POINTS. in orde' to earn or redeam Points under the
Program, the Corporate Rewards card acco~nt mcst be open and in good sianding.
a. Rewards may Ce redeemed in any desigrated 1rdividua!'s name, but car only
be redeemed by the GGmpony's Cara Administra:or. Points are considered tully
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redeen1ed when a reward is rssued or maileo to you. If your requested travel
exceedS '.he maximum ticket value, you must pay the difference even if you have
the required number at pmn:s.
b. Points may he combined trom designated Corporate Rewards card accounts to
earn a reward. All rewards may not be used in oonjunctmo with any other type
of promotion, frequency reward program, or certificate(s).
2S. iERMINATION OF !>OtNTS. Accumulated Points do not comrtitute your property
and cannot be bought, sold or transrcrred in any way. Any violator of the foregoing
restriction is subject to Corporate Rewards card account termination, dedcction of
Poirts from his or her Ccroorate Rewards ca'CI account, and/or liabUity for damages
and litigation and transaction costs. You or anyone claiming through you, are not
entit'ed to compensation fn:im us or aoyone else ~ Points are lest or terminated in
any way.
29. LIMITATION Of UABIUTY. Neither we, nor any of our agents shall be liable for
any bodily harm and/or property damage which may result from your part1cipati011
in the Program nor tor the performance by the rewarcs provider, We do not endorse,
guarantee or warrant tie goods and services offered by ary airline, cruise provider,
lodging establishment or any othet vendor participating In the Program. To the
fullest extent pem1itted by 'aw, we and any of our agents hereby specifically disclaim
any representations or warranties, express or tmplied., regarding the Program,
Poin:s, travel. awards, and any products or services, including any warranty of
merchantability or fitness for a particular purpose or rnpliec warranties arising from
course of dealing or course of performance.
30. CHANGING TERMS. We can change, add to. delete or otherwise modify the
terms of the Application or of this Agreement al any time in any my permitted
by law. We will notify you of changes to this Agreement at any time in any way
permitted by law. Company agrees that the change may cover all transactions made
on or before the effective date 1>f the change and any outstanding unpaid balances
at that time, We do not have to send a notice of the change if it favors you, such as
by reducing rates, increasing the maximum Credi! 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 c11anges may affect your ability to use accumulaied 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 wHI attempt to give advance notice to you before
terminating or making changes to the Program, unless immediate changes are
required by law or by oU1er circumstances beyona our control.
31. CANCELING THIS AGREEMEl~T. We have the right to cancel this Agreement
at any time l:Jy sending a notice to Company. Company has the same right to cancel
this Agreement at any time by sending a notice to us at BonkCard Center P.O.
Box 1959, Honolulu, Hawaii 96805. If this Agreement is cancelled, Company's
obligation to repay amourrts It already owes under this Agreement and credit
extended maos 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 Agreemerrt is cancelled, when any Emp!oyee's authorization is revelled by
Company, or.upon our request.
32. OTHER AGREEMENTS. Use of your Card is subject to the terms of existing
regulations governing deposit accounts and other agreements and disclosures for
your check;ng, savings and Corporate Rewards Card accounts, and any future
ct<anges.
33. MISCELLANEOUS. By signing the App\icatior. Company agreed that,
• When we give Corrpany notlce, we may give the notice by mailing it to Company
al the address shown in the application°' at any aodress the Company may later
give '!o us in wrttingi
• fhis Agreement will be governed by the laws of the State of Nebraska, and, as
applicable, federal law, regardless of where the Purchases Dr Ca;h Advances
are made.
• Our supe1vis-0ry personnel may listen lo and record your telephone calls :o us for
the purpose of monitoring and irnproving the quality of service you receive..
• Company wili not assign this Agreement to any other entity or persor, including
any purchaset of Company's business or any company into which Company may
be merged, Without our written consent.
• Company will notify "' promptly in writing of any (i) char,ges to Company's
name, address, legal status or corporate structure, or (ii) tile occurrence of
any dsfault on Company's part under the terms of this Agreement: or (iii) any
litigation or claims of any kind which might subject Company to any liability
exceeding $10,000.
• You will consult~our tax advisor concerning any income or other tax consequences
thal may be rela!"<l to the Progrnrn. Liability fot any applicable iederal, state ~r
local tax arising out of the accumulation or redemption of Points shall be your
sole responsibGlty.
• The Program is voiO where prohibited by federal, state or local law.
COMMERCIAL CARD AGREEMENT
(CORPORP.TE REWARDS CAROSJ
--------------·--------
Page 5 of 5 BANK OF THE WEST: CO!vllv'iERC!AL CARD ACREE.MU~!
11102113 (00127307.pdf) Page 5 of 22
4-163
Exhibit N-"Bring-Down" Letter dated 1/24/2014
4-164
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,
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 (of 32) 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 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."
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 terms 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 Febmary 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
4-165
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
(00108163.pdf} Pg 1 of 2
4-166
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 (RPI) 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 for Governments, Nicholas Greifer, GFOA, 2004.
• GFOA Best Practice, Collateralization of Public Deposits, 2007.
Approved by the GFOA's Executive Board, March 5, 2010.
(00108163.pdf) Pg 2 of 2
4-167
CITY OF RANCHO PALOS VERDES
MEMORANDUM
TO:
FROM:
HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
DENNIS McLEAN, DIRECTOR OF FINANCE & INFORMATION
TECHNOLOGY
DATE: FEBRUARY 4, 2014
SUBJECT: BANKING SERVICES -BANK OF THE WEST
REVIEWED BY: CAROLYN LEHR, CITY MANAGER
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
4-168
BANKING SERVICES -BANK OF THE WEST
February 4, 2014
Page 2 of 8
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 Mag is 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
4-169
BANKING SERVICES -BANK OF THE WEST
February 4, 2014
Page 3 of 8
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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BANKING SERVICES -BANK OF THE WEST
February 4, 2014
Page 4 of 8
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
business 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
4-171
BANKING SERVICES -BANK OF THE WEST
February 4, 2014
Page 5of8
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
of.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
4-172
BANKING SERVICES -BANK OF THE WEST
February 4, 2014
Page 6 of 8
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 entered 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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BANKING SERVICES -BANK OF THE WEST
February 4, 2014
Page 7 of 8
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 increasingly 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
4-174
BANKING SERVICES -BANK OF THE WEST
February 4, 2014
Page 8 of 8
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
4-175