The URL can be used to link to this page

Home My WebLink AboutA4116 - BANK OF AMERICA CITY BANKING SVC MO 6438 • Bank of America Wity of PS Banking Service AGREEMENT#4116 M06438, 7-7-99 CASH MANAGEMENT SERVICES Terms and Conditions BankAmerica ��':ii> AUTHORIZATION AND AGREEMENT FOR CASH MANAGEMENT SERVICES icxA �1u The undersigned is an officer, owner, principal or other authorized individual of the business organization specified below (the"Customer"). The Customer has received BankAmerica's Cash Management Services Terms and Conditions booklet(the"Booklet") and agrees to adhere to the Booklet, any applicable User Documentation, set-up forms and related documents and other disclosures provided to the Customer with regard to the provision of one or more Services from one or more of BankAmerica Corporation's subsidiary banks. The subsidiary banks and Services covered by this booklet are listed on the accompanying List of Banks and Services,which we may change from time to time. Each banking institution listed on the accompanying List of Banks and Services will be a"Bank" for purposes of the booklet once such banking institution.begins to provide any Service to the Customer. The Booklet constitutes a separate agreement between the Customer and each Bank, now or in the future, when the Bank provides any Service. Capitalized terms used in this Authorization and Agreement form,not otherwise defined,have the meanings given to them in the Booklet. After signing below, the Customer may from time to time request the Bank to provide any of the Services described in the Booklet. The Customer may begin to use any such Service, subject to the Bank's approval, once the Bank has received from the Customer all required and properly executed forms and the Customer has successfully completed any testing or training requirements. The Booklet supersedes other agreements between the Customer and the Bank, as described under the General Matters heading in the Booklet,with regard to the provision of Services. The undersigned warrants that the Customer has taken all action required by its organizational or constituent documents to authorize the undersigned to execute and deliver on behalf of the Customer this Authorization and Agreement form and any other documents a Bank may require with respect to a Service. The undersigned is authorized to enter into all transactions contemplated by the provision of Services to the Customer. These may include, but are not limited to, giving a Bank instructions with regard to Electronic Funds Transfer Services and designating employees or agents to act in the name and on behalf of the Customer. Dated: CY �f 4F I WL/�7 [Name of Business Organization] [Signature] [Print Name] P(1�6F '_701, [Print Title] Note: If the business organization specified above is a corporation, then an authorized officer other than the person signing the Certification below must sign this form; if the business organization is a partnership, limited liability company, limited liability partnership or sole proprietorship,then all general partners, all members or the proprietor must sign this form unless your organizational or constituent documents specify otherwise. Attach additional signature sheets if necessary. APPROVED BY THE CITY COUNCIL BY Rif. NO. (o y 8 7-7-59 AUTHORIZATION AND AGREEMENT CERTIFICATION The undersigned certifies that the signature appearing above is the true signature of a person authorized to execute the form, and further certifies that the undersigned has full authority to execute this certification. The Bank is entitled to rely upon this certification until written notice of its revocation is delivered to the Bank. Dated: October 15, 1999 City of Palm Springs , r lifornia [Name of Business Or t$ati 'h] tgnature] Patricia A. Sanders [Print Name] City Clark [Print Title] Note: If the business organization specified above is a corporation,the secretary or an assistant secretary must sign this Certification; if it is a partnership, limited liability company or limited liability partnership, one of the�eneral partners or members must sign this Certification. Sole proprietors do not need to complete this Certification. Address of Customer: Cr/T,` D"F /'FL ?i SNe�/UGS el o . x %f3 P.�L�sl P iti�,S yz2-6 3 Telephone No.: Fax No : (7�Lo) 32- - k3 L APPROVED BY THE CITY COUNCIL BY R%. NO. TABLE OF CONTENTS INTRODUCTION I CASH MANAGEMENT SERVICES 2 AccountReconcilement ..................................................................................................... . ...................................... 2 Automated Clearing House (ACH) . ... .. ........ . ................................................. ....... ... . .......... ...... .... .. 2 Automated Clearing House(ACH) Authorization - Receive .................................................................................I.... 5 BusinessDeposits ........................................................................................................................................................ 5 CheckIssuance .................................. ................... ................................... .................................... ............................ 6 CheckTruncation .......................... ... .......... .................................................................................................... ... 8 Coinand Currency ............................................................................................................................................. ......... 8 ControlledBalance Accounts . ............................................................... ....................................... .. ........................ 8 ControlledDisbursement ... ............... ..... ................... . .. ........ .... ...................... .......................... ................. 9 Electronic Bill Payment Consolidation ... .................. .. . . ....................................................................... . .. 10 ElectronicData Interchange (EDI) . ...................... .. ... .................................. ......................... ......... ..... ........... I I Information Reporting ....... . ........................ ........... . ......... .... ............. 1 I Lockbox .... .. ................. . . ................................. .................... . 12 MonevMarket Investment ........................ ... . ......................................................................................................... 13 MonevTransfer .............. ................ .................................................................. ............................... ..... ...... .... 13 OnlineStop Payment ...... . .............................. ................................................ .. .......................... ................... 15 PositivePav ........... .......... . . ..................... . ........................... .......................... ......................................... ..... 16 Reclear ....................................................................................... . .......................... ....................................... ...... 17 TaxPavments ..... ...................................................... ................ .. .. ..................... ................... I...... ............... 18 GENERAL PROVISIONS 21 Chancesto a Service ..... ....................... ......................................................... .................. ..................................... 21 Communications ........ ................. ... ........................... ........................ ............................................................... 21 Confidentialitv ............................ ... ....................... . ................. .. . . ................................................................... 21 FacsimileSignatures ........................ .... .................... ........................... . ..................................................... ........ 22 GeneralMatters ..................... .. ............................ ................................................ ... ......................... ...... ........... 22 Limitationof Liabilities ..... . ..... ................... . .......................... ....................... ....... ................... ...................... 23 O\erdrafts ........ ......... ..........................:............ ..... ............... ................................................................................... 24 Paymentfor Services ....................... ........................... . .. . .......... ...... .............. ......................... ...... ...... ...... 25 Protection From Third Parties .. ........................... ................... ............................................... ......................... .. 25 Representations and Warranties .... ........................................................................................................ .................. 25 Resolutionof Disputes ...................... ...... .......................... . ................................... ..................... ...... ........... 26 SoftNvare License ... ........ ............... ... . ......................... ... . . ........ ... .............. ................... ......... ............. 26 Termination ............... ..... . ......................................................................................................................... ........ 27 GLOSSARY OF TERMS 29 iii INTRODUCTION Thank you for choosing the BankAmerica Corporation group of financial institutions for your cash management business needs. We appreciate the opportunity to serve you. If you have any questions- about our extensive arrav of cash management services or about this booklet,please contact your cash management representative. Capitalized terms used in this booklet are defined in the glossary, starting on page 29. The terms"we","us"and"our" refer to each of the BankAmerica Corporation subsidiary banks which provide you a particular Service under the terms of this booklet. This booklet contains the terms and conditions under which we provide cash management services to you. It is used in conjunction with the Deposit Account Agreement which covers depository account terms and conditions. Please read this booklet carefully and keep it for your records. By signing and returning the Authorization and Agreement form in the front of this booklet,you agree to the General Provisions section of this booklet, which contains the terms and conditions applicable to all Services. You also agree to those portions of the Cash Management Services section of this booklet which contain the specific terms and conditions that relate to the Services we provide to you. If you would like an additional Service, it will be covered by the terms and conditions of this booklet once we have approved your use of the Service. You may begin using the Service when we have received all required and properly executed forms and you have successfully completed any testing or training requirements. Whenever you use any of the Services covered by this booklet,you agree to be bound by these terms and conditions and to follow the procedures in the applicable Materials. We may change the terms and conditions upon 30 days prior written notice to you Your continued use of any Service, after the effective date of the change. will indicate your agreement to the change. �A'1 0 pAr CASH MANA'GENIENT SERVICES We have a wide variety of cash manaeement services. Each Service has man' features and options;Your cash manaeement representative will be happy to describe these to you and to recommend those that will best meet%our needs. A List of Banks and':Services is enclosed with this booklet. This list includes the names of each BankAmerica Corporation financial institution offering Services under this booklet and the names under which we currently offer those Services. Please contact your cash manaeement representative at any time if you wish to receive an updated list. ACCOUNT RECONCILEMENT Our Account Reconcilement Service will help you reconcile and manage the check and deposit activity in your demand deposit accounts. Your use of the Account Reconcilement Service does not affect any of your obligations, which are described in the applicable Deposit Account Agreement. to discover and report unauthorized signatures, alterations or endorsements on checks drawn on your accounts. Your use of this Service or our receipt of information associated with this Service does not increase our duty with respect to accounts and the payment of checks. AUTOMATED CLEARING HOUSE (ACH) Our ACH Services allow you to transfer funds to or from your accounts by initiating Entries which may be sent through the ACH system or processed directly to accounts with us. We may send Entries to any ACH processor selected by us or directly to another bank Each ACH Service is described in the applicable User Documentation. You authorize us to issue Depository Transfer Checks (DTCs), as instructed by you or as reasonably,determined by us to be appropriate. The capitalized ACH terns appearing in italics below are defined in the NACHA Rules. COMPLIANCE WITH NACHA RULES AND LAWS You agree to comply with the NACHA Rules for all Entries. whether or not an Entry is sent through the ACH network You act as Originator and we act as OrrgutaLng Depository Fua nctcr!/ivatzmon (ODFI) with respect to Entries You will deliver Entries to us as provided in the User Documentation and the NACHA Rules. The!NACHA Rules govern if they conflict with this booklet, eecept that the file specification requirements in the User Documentation govern if they conflict with!the NACHA Rules Where a preauthorized debit Entry from a consumer's account varies in amount from the previous debit Entry, you will comply with the notice requirements set forth in the NACHA Rules, the Electronic Funds Transfer Act and Regulation E of the Board of Governors of the Federal Reserve System. as applicable. 2 AUTHORIZED PERSONS Before using a Service, you give us a written list, in a form acceptable to us. of the persons authorized by you to verify the authenticity of Entries and Reversal/Deletion Requests in accordance with the Security Procedure and to perform certain other duties in connection with a Service. SECURITY PROCEDURE You agree to use the Security Procedure, if any, when you deliver Entries or Reversal/Deletion Requests to us.The purpose of the Security Procedure is to verify the authenticity of Entries and Reversal/Deletion Requests delivered to us in your name and not to detect errors in the transmission or content of Entries. You represent and warrant each time you use a Service that, in view of your requirements, the Security Procedure is a satisfactory method of verifying the authenticity of Entries and Reversal/Deletion Requests. You agree we may act on any Entries or Reversal/Deletion Requests the authenticity of which we have verified through the use of the Security Procedure. WARRANTIES Each time you use a Service,(i)you warrant that you have obtained appropriate authorization from each Receiver and the Entries conform to the authorization and comply with the NACHA Rules, and (ii) you make the same warranties to us as we make under Section 2.2 (or any successor section) of the NACHA Rules. PAYMENT WITH RESPECT TO ENTRIES We generally debit your account for credit Entries (including debit Reversals) on the settlement date, unless you are prefunding your Entries. Prefunding your Entries means that you pay for all credit Entries by such time before the settlement date as we may specify. At our discretion, we may at any time without notice require payment before we process your Entries. Even if we have done so in the past,we are not obligated to process any Entries without having first been paid by you, but, if we do, the amount is immediately due and payable without notice or demand. You will pay us for the amount of any returned debit Entries (including rejected debit Entries), any adjustment Entries or any returned DTCs, which we previously credited to your account. You agree that we do not need to send a separate notice of debit Entries or DTCs which are returned unpaid Reports containing information regarding returned debit Entries and returned DTCs are available. ACTING ON ENTRIES We send Entries to the ACH processor for settlement on the Effective Entry Date shown on the Entries, provided we receive the Entries by the applicable processing deadlines specified in the User Documentation for a Service. We may treat Entries that we receive after a deadline as if received on the next Business Day. Entries will be deemed received by us when we receive the complete file at the location specified in the User Documentation. 3 REJECTION OF ENTRIES We may reject any Entry if it does not comply with the requirements of this booklet or the applicable User Documentation, including certain ACH processing limits described in the User Documentation, or which we have been unable to verify through use of the Security Procedure. We may also reject any Entry if it may be returned for any reason under the NACHA Rules or if you breach your payment',obligations for any ACH Service. Notice of rejection is given to you by telephone, electronically, by facsimile or by mail within the time period specified in the User Documentation. Notices of rejection will be effective when given. We are not liable for the rejection and we are not obligated to pay you interest for the period before you receive the notice of rejection. If any Entry is rejected, it is your responsibility to correct any Entry you intend to resubmit. REVERSAL OR DELETION We have no obligation to cancel or amend Entries after we receive them. If you send us a Reversal/Deletion Request and we are able to verify the authenticity of the Reversal/Deletion,Request using the Security Procedure, we will make a reasonable effort to act on your request. We will not be liable to you if such Reversal/Deletion Request is not effected. You agree to indemnify us in connection with any such Reversal/Deletion Request as provided in UCC 4A. Your obligations under this provision will survive termination of any ACH Service. PROVISIONAL PAYMENTS - You agree to be bound by the provision of the NACHA Rules making payment - of a credit Entry by the Receiving Depository Financier!lnstuunon (RDFI) to the Receiver provisional until the RDFI receives final settlement for the Entry. If final settlement is not received, the RDF1 is entitled to a refund from the Receiver of the amount credited. This means that the Receiver will not have been paid. Payment by us for any debit Entry or returned credit Entry or credit Reversal is provisional until we receive final settlement for the Entry. If final settlement is not received, we are entitled to a refund and we may charge your account for the amount credited. We may delay the availability of anv amount credited for a debit Entry or credit Reversal if we believe that there may not be sufficient funds in your account to cover chargeback or return of the Entry or Reversal. INCONSISTENCY OF NAME AND NUMBER An RDFI can make payment to a Receiver based solely on the account number, even if the name in the, Entry differs from the name on the account. We mev send an Entry to an RDFI based solely on the bank identifying number, even if you provide us with a different RDFI name. NOTICE OF ACCOUNT STATEMENT DISCREPANCIES Information concerning Entries will be reflected in your account statements and, in some cases, in written or electronic advices and reports produced through one 4', of our information reporting services. You must send us written notice, with a statement of relevant facts.within Id days after you receive the first notice or statement indicating a discrepancy between our records and yours. If you fail to give the required notice,we will not be liable for any loss of interest or for any compensation for any other loss or cost relating to an unauthorized or erroneous debit to your account or because of any other discrepancy in the notice or account statement. You must notify us promptly by telephone, confirmed in writing if you learn or discover from any source other than a statement, advice or report from us of information concerning an unauthorized or erroneous debit to your account. 1. AUTOMATED CLEARING HOUSE (ACH) AUTHORIZATION _RECEIVE With the ACH Authorization-Receive Service,you provide us with the authorization criteria for Entries you desire to receive for debit or credit to your account. We return automatically any Entry which does not meet your criteria. We may also return an Entry for any reason that an Entry may be returned under the NACHA Rules. The Service does not apply to transactions between you and us, and we may pay Entries which you have authorized us to originate to your account(e.g., loan or credit card payments), whether or not you have included these in your authorization criteria. We may also pay any Entries, reversals or adjustments which we are required to accept under the NACHA Rules, operating circulars or any other applicable rule, guideline or regulation. You provide authorization criteria in a manner and form acceptable to us. In your authorization criteria you may specify a maximum amount or a fixed amount for the Entries. In either case, you must specify the amount in dollars and cents. You agree to comply with the NACHA Rules for all Entries. Under the NACHA Rules, credit Entries are provisional and may be revoked prior to final settlement. If the credit Entry is revoked before final settlement and we don't receive final settlement, we may charge your account for any amount credited. The person who sent the credit Entry is considered not to have paid you. If this happens, we do not send a separate notice; we notify you of these credits and charges on your account statement. When the Service is terminated for any reason, we will no longer be oblieated to monitor Entries against your authorization criteria and we will receive and accept or return Entries to your account in accordance with our normal procedures. You still have the right to return Entries in accordance with the NACHA Rules. BUSINESS DEPOSITS With our Business Deposits Service, you may make deposits of coin and currency, checks and other payment instruments to one of our branches, to a designated depositary facility which may include a branch of an affiliated bank, to a bank processing center or into a cash vault. If these deposits are delivered by you or your agent before the cutoff time specified in the applicable User Documentation, we will give you same-day provisional credit for such deposits, 5 subject to later verification and our availability schedule. Branch deposits that are immediately verified are covered under your Deposit Account Agreement. YOUR RESPONSIBILITIES You agree to prepare all deposits accurately and in good faith and to follow the procedures for preparation, packaging and delivery of deposits according to the applicable User Documentation. if you require evidence of our receipt of your deposit, you must provide a duplicate deposit slip in addition to the number of original deposit slips required by us to process the deposit. We will stamp this duplicate deposit slip and return it to you; however, the deposit is subject to later verification by us. If you use an armored carrier to transport your deposits, you must contract separately with an armored car service that is acceptable to us. For deposits made to one of our cash vaults,we may require you to use an armored carrier. Armored carriers are yt}ur agents. OUR RESPONSIBILITIES We receive your deposits and credit your account for the amount declared by you on the deposit slip, subject to later verification by us. If later we determine that the amounts declared on the deposit slip are incorrect, we will adjust(debit or credit)your account i t that time. We Eive you same-day provisional credit for deposits delivered before the cutoff time on a Business Dav; For deposits delivered after the cutoff time or on a non- Business Dav, we give you provisional credit on the next Business Day. If we find an error when we verify your deposit, and the error is less than our standard adjustment amount, no correction to the deposit will be made. If the error exceeds our standard adjustment amount, we will debit or credit the amount of the error to the deposit account listed on the deposit slip, unless you and we agree otherwise in writing. Our standard adjustment amount is subject to change from time to time. CHECK ISSUANCE With our Check Issuance Service, you use our Software on your computer to issue and print checks. Alternatively, you may request us to create checks on your behalf in connection with our EDI Service. If you choose to issue checls yourself through this Service, we will provide you with blank check stock and install the necessary Software on your computer AUTHORIZED PERSONS Before using this Service, you give us a written list. in a form acceptable to us, of the persons authorized by you to perform certain duties in connection with this Service. 6 SECURITY PROCEDURE You agree to use the Security Procedure when you deliver Advices of Checks, Check Issuance Requests, or Stop Payment Requests to us. The purpose of the Security Procedure is to verifv the authenticity of Advices of Checks. Check Issuance Requests, and Stop Payment Requests delivered to us in %.Our name and not to detect any errors in the transmission or content of these messa_es. You represent and warrant each time you use the Service that, in view of your requirements, the Security Procedure is a satisfactory method of verifying the authenticity of Advices of Checks, Check Issuance Requests and Stop Payment Requests. You agree we may act on any Advice of Check, Check Issuance Request or Stop Payment Request the authenticity of which we have verified through use of the Securiry Procedure. YOUR RESPONSIBILITIES You must verify the contents of each shipment of blank check stock and sign and return to us the receipt accompanying each shipment or notify us of any discrepancies. You must notify us immediately if any check stock is lost or stolen. You will be liable for any damages arising out of the loss or theft of any check stock received by you. You must create and transmit to us an Advice of Check for each check you issue using the Service according to the procedures and cutoff time requirements (on a Business Day)specified in the applicable User Documentation. We will then transfer funds from your account with us to the bank on which the check is drawn. You must create and transmit to us a Check Issuance Request for each check you want us to issue on your behalf. You must make certain that each check, Advice of Check, Check Issuance Request and Stop Payment Request conforms in form and substance to the requirements, including cutoff times on a Business Day, described in the applicable User Documentation. You must deliver each Advice of Check, Check Issuance Request and Stop Payment Request in compliance with the Security Procedure. You must retransmit anv Advice of Check, Check Issuance Request, Stop Payment Request or other message initially transmitted to us through the Service if you have not received an acknowledgment message from us within the time period specified to the applicable User Documentation. PAYMENT WITH RESPECT TO CHECKS You agree you will not issue any checks using this Service which would cause your applicable account balance, according to your records, to be exceeded. If your records and ours disagree regarding the account balance, our records will control For purposes of issuing checks. You must insure that Collected and Available Funds, sufficient to cover the total of all checks issued, are on deposit in your account before the time stated in the applicable User Documentation. For checks we issue on your behalf using this Service, your payment obligations are described in your Deposit Account Agreement. 7 CHECK TRUNCATION With our Check Truncation Service, we store copies of your canceled checks on microfilm or other media and destroy tite checks. You do not receive your canceled checks. We will, however,provide a copy of am such check that you request for up to seven',,years from the date the check is paid To request a copy, you give us the check number, account number, exact amount of the check, statement reference number, if any, and posting date. We may also ask you for other information as described in the applicable User Documentation. Special services such as microfilm or review of dates, dollar amounts, serial numbers or signatures may not be available in connection with this Service. Notwithstanding the Limitation of Liabilities section of this booklet, if we are unable to provide a copy of the check as requested under this Service, our liability is limited to your actual damages but not more than the amount of the check. COIN AND CURRENCY Our Coin and Currency Service allows you to place orders for coin and currency from our cash vaults. If you pick up your coin and currency order from our cash vault, you must contract separately with an armored car service that is acceptable to us to provide for the transportation of cash orders. Armored carriers are your agents. You authorize us to act upon any request for coin or currency made in accordance with this booklet and the procedures described in the applicable User Documentation. You may be required to identify each store location authorized to place coin and currency orders with us. In connection with anycash ordered using this Service, we are authorized to debit your account on the day the coin and currency are delivered to you or your designated agent or to the depository facility you and we have agreed upon. We will have no obligation to release a coin and currency order unless there are sufficient Collected and Available Funds in the appropriate designated account to pay for such order at,the time scheduled for delivery of cash to you or your agent. CONTROLLED BALANCE ACCOUNTS Our Controlled Balance Accounts Service lets you track account information and control the automatic transfer of funds between deposit accounts with us. This Service may be restricted to certain account types. Transfers you make from a money market account using this Service are considered preauthorizI transfers, are counted toward the six transactions you are permitted each month, and may not be made to a checkins account with an overdraft credit facility'. You may instruct us to',make either date-related (where available) or balance- related transfers as described below. Once you instruct us to transfer funds between accounts, transfers normally begin either immediately or on the date you specify. g With a.date-related transfer, funds are transferred one way between accounts. We transfer funds on the dares and for the amounts that you specify. If the date you specify is a non-Business Day, we make the transfer on the next Business Day. With a balance-related transfer, you may have funds transferred either to an account when the balance falls below a certain amount or from an account when the balance rises above a certain amount. We transfer the amount required to meet the account balance you specify. You may elect to have funds transferred from accounts of another company using this Service.If the other company is not a Subsidiary, you agree that for each such account,the company will provide us with its written authorization, in a form acceptable to us, for us to transfer that company's funds to or from its account(s)to or from your account(s). Otherwise, you represent and warrant that . the other company is a Subsidiary and that it has authorized us to transfer funds to or from its account(s)to or from your account(s). CONTROLLED DISBURSEMENT Our Controlled Disbursement Service provides information to you each Business Day so that you can fund the total amount of controlled disbursement checks presented that Business Day. We have several different arrangements for this Seneice. Please refer to the List of Banks and Services for those Controlled Disbursement arrangements covered by this booklet. ACCOUNTS With the Controlled Disbursement Service, you maintain a Deposit Account with us and issue checks on a Paving Account maintained at a Paying Bank. We automatically transfer funds from your Deposit Account to fund the Paying Account. With some controlled disbursement arrangements.the Deposit and Paying Accounts may operate, or may appear to operate, as one account. With others, they operate separately We will provide specific account numbers to you for the Paying Account. We authorize you to draw checks against the Paving Account. In the case where the Paying Account operates separately from the Deposit Account, you will have no access to the Payina Account for any other purpose, including but not limited to automatic debit arrangements cleared through an automated clearing house network or through wire transfers. This does not limit your access to the Deposit Account. We may restrict your use of this Service with regard to checks issued to individuals. On each Business Day, prior to the time stated in the applicable User Documentation, you must ensure that sufficient Collected and Available Funds are on deposit in the Deposit Account to cover amounts required in the Paving Account to fund checks presented and to cover any adjustments or other charges. If we attempt to post a debit to a Deposit Account to fund the Paying Account and determine there are insufficient funds in the Deposit Account,we may instruct the Paying Bank to dishonor some or all of the checks then pending payment in the Paying Account. If, for any reason, we fail to notify you of the required amount to fund the Paying Account,you must fund the Deposit Account according to the 9 procedures described in the applicable User Documentation. If you fund such amount by the time specified in the applicable User Documentation, we will instruct the Paying Bank to honor all checks then pending payment in the Paying Account. If we':fail to notify you of the required funding amount and if the required amount for such checks exceeds the amount funded by you and you have insufficient funds in the Deposit Account to cover the required amount, we will overdraw the Deposit Account and advance funds to cover the excess. If we advance our own funds,you will repay us by the cutoff time specified in the applicable User Documentation on the next Business Dav along with interest on such funds as specified in our schedule of charges for business account services or as otherwise agreed. If you do not, we may instruct the Paying Bank to dishonor some or all, of the checks then pending payment in the Paying Account. STOPPAYMENTS You may request stop payments on checks drawn by you on any Paying Account by following the procedures specified in the applicable User Documentation. If you,wish to use the Online Stop Payment Service with respect to a Paying Account,you must follow the procedures in that section of this booklet. If some, but not all, ofrthe information in your stop payment request matches a check which has been presented for payment(for example, the Magnetic Ink Character Recognition':(MICR)serial numbers match and the dollar amounts do not match),we may contact you to request a decision on whether or not to pay the check. If any such suspect check is not to be paid, you must promptly instruct us to direct the,Paying Bank not to pay the suspect check. If you do not, the suspect check will be paid. ADDITIONAL FEES In addition to the fees for the Controlled Disbursement Service. we reserve the right to impose a fee with respect to checks drawn by you on the Paying Account which are cashed by the payee at any of our branches. PAYING BANK We provide the Controlled Disbursement Service through demand deposit accounts at the Paying Bank. We reserve the right to substitute another bank as a Paving Bank. ELECTRONIC BILL PAYMENT CONSOLIDATION Our Electronic Bill Payment Consolidation Service consolidates, reformats and delivers remittance information and other data related to payments received from Bill Payment Service Providers for credit to your account. Detailed information regarding the Service is available in the applicable User Documentation. I If you elect to have in formation from a Bill Payment Service Provider reported to you, you agree that you will authorize the Bill Payment Service Provider to 10 make the remittance and other payment related data available to us and to take all other actions necessary for us to provide the Service to you. You may also elect to have information of another company reported through this Service. If you do so,you agree that you and the other company will authorize the Bill Payment Service Provider to make the information available to us and to take all other actions necessary for us to provide this Service to you. Remittance information and other data related to payments will be delivered to you in a mutually acceptable form and manner. ELECTRONIC DATA INTERCHANGE (EDI) Our EDI Service allows you to disburse funds and deliver payment information to your trading partners electronically or by paper, by sending payment requests to us as described in the applicable User Documentation. The Service also allows you to access information in mutually acceptable formats about payments and remittance information received from your trading partners or customers. SENDING PAYMENTS AND RELATED INFORMATION When you wish to pay your trading partners, you transmit a data file to us, containing instructions for your payments, in the format and by the cutoff times specified in the applicable User Documentation. When we receive a file from you using this Service,we perform certain edits on the data, translate it into the appropriate format and send the data to the payment system specified by you. On the specified dates,we issue your payments in the required formats. Payment requests originated via the EDI Service will be subject to the terms and conditions for the underlying payment Services (ACH,Check Issuance and/or Money Transfer) as described in their respective sections of this booklet. RECEIVING REMITTANCE INFORMATION Remittance information can be delivered to you in a mutually acceptable form and manner and will be covered under the Information Repotting section of this booklet. INFORMATION REPORTING Our Information Reporting Service makes certain account,transaction and related information available to you to help you control and manage your accounts. This may include information generated from other Services you use. Detailed information regarding the Service is available in the applicable User Documentation. ACCOUNTS OF OTHER COMPANIES You may elect to have accounts of another company reported to you with our Information Reporting Service. If the company is not a Subsidiary, you agree that for each such account,the company will provide us with its written authorization, in a form acceptable to us, for us to make that company's account II information available to you. Otherwise, you represent and warrant that the other company is a Subsidiary and that it has authorized us to make its account information available to you. ACCOUNTS AT OTHER BANKS You may also elect to have your accounts, or accounts of another company. maintained at another financial institution reported through our Information Reporting Service. If you do so.you agree that you and the other company will authorize that other financial institution to make the reporting information available to us and to take all other actions necessary for us to provide this Service to you. LOCKBOX Our Lockbox Service involves processing checks and other payment instruments, such as drafts,that are received at a Lockbox Address. With this Service, you instruct your customers to mail checks you want to have processed under the Service to the,Lockbox Address. We pick up mail at the Lockbox Address according to our mail pick-up schedule. We will have unrestricted and exclusive access to the mail directed to the Lockbox Address. If we receive any mail containing your lockbox number at our lockbox operations location (instead of the Lockbox Address), we may handle the mail as if it had been received at the Lockbox Address. PROCESSING - We will handle checks 'received at the Lockbox Address according to the applicable Deposit Account Agreement, as if the checks were delivered by you to us for deposit to the Account. except as modified by this booklet. We will open the envelopes picked up from the Lockbox Address and remove the contents. For the Lockbox Address, checks and other documents contained in the envelopes will be inspected and handled in the manner specified in the set-up documents. We capture and report information related to the lockbox processing. where available, if you have specified this option in the set-up documents. We will endorse all checks we process on your behalf. If we process an unsigned check as instructed in the set-up documents, and the check is paid, but the account owner does not authorize payment, you agree to indemnify us, the drawee bank(which may include us) and any intervening collecting bank for any liability or expense incurred by such indemnitee due to the payment and collection of the check. If you instruct us not tolprccess a check bearing a handwritten or typed notation "Payment in Full" or words of similar import on the face of the check, you understand that we have adopted procedures designed to detect checks bearing such notations; however, we will not be liable to you for losses you suffer if we fail to detect checks bearing such notations. We will send any checks not processed in accordance with the set-up documents as well as any other materials, such as invoices, received at the Lockbox Address plus information regarding the deposit for the day to you at the address you specify for the Lockbox Address. I�I ACCEPTABLE PAYEES For the Lockbox Address.you will provide to us the names of Acceptable Payees. We will process a check oniv if it is made payable to an Acceptable Payee and if the check is otherwise processable. You warrant that each Acceptable Payee has authorized checks payable to it to be credited to the Account you designate for the Service. We may treat as an Acceptable Payee any variation of any Acceptable Payee's name that we deem to be reasonable. MONEY MARKET INVESTMENT Our Money Market Investment Service allows you to instruct us to buy, sell and hold for your account shares of the mutual.funds designated by you on a set-up document we provide to you. When you direct us to make a share purchase or sale, we will debit or credit your designated account with us. You will not direct us to make a share purchase unless there are Collected and Available Funds in such account sufficient to make full cash payment. You will not direct us to sell anv shares unless you own the shares and we are holding them for you under this Service. We will hold and account for shares on your behalf separately from any other shares we may hold. Any dividends on shares we hold for you will be posted to your account when we receive them. We will place orders for shares only on a Business Day and a day on which the New York Stock Exchange is open for business. You authorize us to place and withdraw orders,to combine your order with orders of other customers and to take such other steps as we consider reasonable to carry out your directions. We reserve the right to refuse any of your directions. You acknowledge that we have not provided investment advice to you and you have made an independent investigation concerning the merits of the shares that we will purchase, hold and sell for you. Transactions in the shares will be reported to you in periodic statements. Each statement will be conclusive unless you object in writing within 10 days after your receipt of the statement. The absence of an objection from you will constitute a complete waiver of all claims you may have with respect to such transactions or the statement. In the event this Service is terminated, we will promptly liquidate the shares and pay the net proceeds to you. MONEY TRANSFER Money Transfer Services permit you to transfer funds electronically and. as appropriate, to transmit related messages. These transfers are typically from your deposit accounts with us to other deposit accounts at our bank, at our affiliated banks or at other banks. These transfers may also include transfers to your accounts with us from other accounts at other banks. These transfers may be made according to a specific request from you or according to your standing instructions(which may include daily sweeps from your accounts at our affiliated banks to your deposit account with us). 13 For ACH transfers, seethe Automated Clearing House (A CH) section of this booklet. AUTHORIZED PERSONS Before using a Service,you give us a written list, in a form acceptable to us, of the persons authorized by you to perform certain duties in connection with a Service. SECURITY PROCEDURE You agree to use a specific Service in accordance with the relevant Security Procedure, if any. The purpose of the Security Procedure is to verify the authenticity of Requests delivered to us in your name and not to detect errors in the transmission or content of Requests. You represent and warrant each time you use a Service that; in view of your requirements, the Security Procedure is a satisfactory method of verifying the authenticity of Requests. You agree we may act on any Requests the authenticity of which we have verified through use of the Security Procedure. ACCOUNT DEBITS You may initiate a Request only if the offsetting debit to your account will not cause you to exceed the account balance according to your records. If your records and ours disagree regarding the account balance, our records will control for purposes of our processing the Request. If you initiate a Request to debit an account of a third party,you must provide us with documents. in a form acceptable to us, evidencing the third party's authorization. ACTING ON REQUESTS We will use any means of transmission, funds transfer system or intermediary bank we reasonably select to transfer funds. We may use Fedwire in c=ving out part or all of any Request. In such case, your ri_hts and obligations as well as ours with respect to the funds transfer will be governed b% the Fedwire ReLulations. We will transmit payment instructions to the appropriate bank or other party no later than the value date stated in your Request or, if no value date is stated, then on the day we receive your Request, provided we receive your Request by the applicable processing deadline (on a Business Day) specified in the applicable User Documentation. We may treat Requests we receive after a deadline as if we received them on the next Business Dav We will acknowledge receipt of each Request you initiate by electronic data transmission by sending you a control number or acknowledgment message as specified in the applicable User Documentation. REJECTION OF REQUESTS We may reject any Request which does not comply with the requirements of this booklet or the applicable User Documentation or which we have been unable to verify through use of th'ie Security Procedure. We also may reject any Request which exceeds the Collected and Available Funds on deposit with us in the 1 al applicable account.Notice of rejection is given to you by telephone, electronically,by facsimile or by mail. Notices of rejection will be effective when given. CANCELLATION OR AMENDMENT We have no obligation to cancel or amend Requests after we receive them or to cancel or amend any particular funds transfer requested by a standing instruction which is in effect. If you send us a Request instructing us to cancel or amend a prior Request and we are able to verify the authenticity of the cancellation or amendment Request using the Security Procedure, we will make a reasonable effort to act an that Request,but we will not be liable to you if it is not effected. You agree to indemnify us in connection with your Request to amend or cancel as provided in UCC 4A. Your obligations under this provision will survive termination of these Monev Transfer Services. INCONSISTENCY OF NAME AND NUMBER A beneficiary's bank can make payment to a beneficiary based solely on the account or other identifying number,even if the name in the Request differs from the name on the account.We or an intermediary bank may send a Request to an intermediary bank or beneficiary's bank based solely on the bank identifying number, even if you provide us with a different bank name. NOTICE OF ACCOUNT STATEMENT DISCREPANCIES Information conceming funds transfers made pursuant to your Requests will be reflected in your account statements and, in some cases, in written or electronic advices and reports produced through one of our information reporting services. You must send us written notice,with a statement of relevant facts, within 14 days after you receive the first notice or statement indicating a discrepancy between our records and yours. If you fail to give the required notice,we will not be liable for any loss of interest or for any compensation for any other toss or cost relating to an unauthorized or erroneous debit to your account or because of anv other discrepancy in the notice or account statement. You must notify us promptly by telephone, confirmed in writing. if you learn or discover from anv source other than a statement,advice or report from us of information conceming an unauthorized or erroneous debit to your account. ONLINE STOP PAYMENT Our Online Stop Payment Service allows you to place or cancel electronically a Stop Payment Request. Stop payment requests made in person, by telephone or in writing are subject to the terms in your Deposit Account Agreement. A Stop Payment Request will not be effective until we review our records for the time period specified in the applicable User Documentation; determine that we have not paid the check during that period: and respond to you with an acceptance. For a Stop Payment Request for accounts held at other banks, the Stop Pavment Request will not be effective until that bank has reviewed its records and determined the check has not been paid. 15 A Stop Payment Request terminates at the end of the designated period, 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 or transferred. REQUESTING STOP PAYMENTS You will include in each Stop Payment Request the Magnetic Ink Character Recognition (MICR)serial number and exact amount(dollars and cents) of the check for which payment is being stopped and the account number on which the check is drawn. You understand and agree that we can only stop a check that shows exactly the same MICR serial number and amount as that included in the related Stop Payment Request since our computer system identifies a check on the basis of the MICR serial number and the exact amount of the check. You will review your account statements prior to transmitting any Stop Payment Request. You will not transmit any Stop Payment Request relating to a check that has been shown to be paid on such statements. In some cases,we may pay a check even if a Stop Payment Request is in effect. For example, if one of our branches or another person or entity becomes a "holder in due course" of the check that you asked us to stop, we may still pay the check. The procedures for placing and acknowledging Stop Payment Requests are described in the applicable User Documentation. If you use this Service with respect to an account connected to a Controlled Disbursement Service, you must follow the procedures in this section rather than the Stop Payment procedures in the Controlled Disbursement Services section. POSITIVE PAY Our Positive Pay Service allows you to identify exception items, to request photocopies and/or electronic images of exception items and to instruct us whether to pay or return those items. On each Business Day, we provide you a report of checks presented to us for payment on the prior Business Day and which we have identified as exceptions; as more fully described in the applicable User Documentation. Exceptions are determined by comparing checks presented to us with lists of checks issued or canceled by you which you transmit electronically to us. Alternatively, you may choose an option under which we report all checks presented for payment. In that case, we will treat all such checks as exception items. You must notify us the same day we report exception items to you, by the deadline, which checkslyou want us to pay or which to dishonor and return, according to the default procedures in effect for you. If you fail to notify us by the deadline, we will handle the exception items in the manner described under the default procedures.',Where available, you may choose the default procedure. Our deadline, default procedures and procedures for acknowledging pay and return requests are described in the applicable User Documentation.. In order to assist you in making a pay/no-pay decision on exception items, you may request a copy of any exceptioo item. 16 ONLINE OPTION You may access the daily reports of exception items via one of our online systems. Using that system,you must then notify us which exception items to pay or which to return. You may electronically request photocopies of exception items, which we will fax to you, as more fully described in the applicable User Documentation. Where available, you may arrange to receive and display electronic images of exception items. MANUAL OPTION We provide you a report of exception items. You must then notify us which items to pay or which to return. We may require a current list of those persons authorized to give us such notice. ACKNOWLEDGMENTS You authorize us to return checks in accordance with your return instructions and the default procedure in the applicable User Documentation. We will have no liability for payment of a check which is unauthorized or fraudulent if the check is included in a report of exception items and you do not give us timely instructions to return the check. You acknowledge that the Positive Pay Service does not preclude our standard check processing procedures, which may cause a check to be dishonored even if your instructions or the default procedure do not otherwise require us to return such check. We will use reasonable efforts under the circumstances to respond promptly to proper requests for copies of exception items, but you acknowledge that our failure to provide copies does not extend the deadlines by which you must notify us of your pay/no-pay decisions. RECLEAR Our Reclear Service involves submitting a returned check or other payment instrument through the check clearing system a second time in an attempt to clear the check. You specify, in a form acceptable to us, the accounts for which you want the Reclear Service. For these accounts, we will follow our standard procedures to reclear those checks deposited by you which have been retumed by the paying bank. You agree that we are not required to send return item notices to you for recleared checks. if a check is returned again, we will debit your account of deposit, unless you specify another of your accounts to be debited. We will then return such check to you. 17 TAX PAYMENTS Our Tax Payments Services allow you to instruct us. using a touchtone phone or our Software on your personal computer, to pay any of your taxes which are reported or filed using any,of the tax forms specified in the User Documentation. Based �on your Tax Payment Instructions, we prepare and remit your tax deposits. Each�Service is described in the applicable User Documentation. SECURITY PROCEDURE You agree to use the Security Procedure when you deliver Tax Payment Instructions and, as provided in the applicable User Documentation, cancellation requests to us. The purpose of the Security Procedure is to verify the authenticity of the Tax Payment Instruction or cancellation request and not to detect errors in the transmission or content of these messages You represent and warrant each time you use a Service that, in view of your requirements, the Security Procedure is a''satisfactory method of verifying the authenticity of these messages. You agree we may act on any Tax Payment Instructions or, as provided in the applicable User Documentation, cancellation requests, the authenticity of which we have verified through the use of the Securitv Procedure. CUTOFF TIMES You must comply with the deadlines specified in the applicable User Documentation for initiation of Tax Payment Instructions. If a Service allows you to send instructions to us after the cutoff time or on a non-Business Day we may treat these instructions as if we received them on the next Business Day. COMMUNICATION EXPENSE AND RISK Transmission of Tax Pavment Instructions to us will be at your expense. except that we may provide a toll-free number telephone service. If that service is disrupted for any reason,you have the responsibility and risk of using alternative means of communicating Tax Payment Instructions to us accurately and in time for us to perform the Service. REQUIRED INFORMATION You will furnish us with all required information and authorizations at the times. in the manner and with the content specified in the applicable User Documentation. TAX FORMS AND REMITTANCES After we have received!complete Tax Payment Instructions from you, we prepare the related tax form(which may be on a magnetic tape or by electronic transmission as authorized by the Internal Revenue Service or other tax authority, as applicable) for submission to the appropriate tax authority. If permitted by the input method, you may specify a settlement date in accordance with the User Documentation. If you use a touchtone phone as your 18 input method, you may request a specified settlement date by calling the designated customer representative for the Service. For purposes of this Service,settlement date means the date you want your account to be debited and the taxing authority's account to be credited. If you do not specify a settlement date,we will pay the amount you specify on or before the tax due date. If you specify the settlement date, payment will be made on the settlement date. ACCOUNT DEBITS If you do not specify a settlement date, we debit your account for any tax payment on the Business Day of transmission. if you specify a settlement date, we generally debit your account on the settlement date. However, at our discretion,we may at any time without notice debit your account on the Business Day that Tax Payment Instructions are transmitted to us (or on any other later date). If we debit the funds on the transmission date (or any other date before the payment date), we hold the funds as a deposit liability to you, and not as trust funds,until the date when we remit the funds to the appropriate tax authority. We will not pay you interest on the funds. We reserve the right to debit your account and to make a tax payment on your behalf earlier than the tax due date if the information in your Tax Payment Instruction is unclear or inadequate to permit us to determine the later due date under the applicable Service or if we otherwise reasonably decide that any delay in the payment of the tax may expose you to liability for a tax penalty. In such case we will not be liable to you for any lost use of funds. REJECTION OF INSTRUCTIONS We may reject your instructions during or immediately after transmission to us if they do not comply with the requirements of this booklet or the applicable User Documentation, including any ACH processing limits described in it, or which we have been unable to verify through use of the Security Procedure. For these rejections, we have no obligation to provide any additional notice by telephone, facsimile transmission, or otherwise. In addition, we may decline to perform any Service or to report any tax, file any tax form, or pay any related tax for you, even if we have received instructions to do so, if the tax payment and our related service fees and charges exceed the Collected and Available Funds on deposit in your account. If we reject a Tax Pavment Instruction for that reason, we will promptly notify you by telephone or facsimile transmission in which case we will not be liable to you for the tax payment, any interest on the amount of your tax liability, or for any tax penalty imposed on you in connection with the tax liability. You agree these means of communication are a reasonable means of notifying you. CANCELLATION Subject to the provisions in the User Documentation, you may cancel a Tax Payment Instruction prior to disconnection of the telephone call in the case of instructions initiated by touchtone telephone or prior to transmission to us of instructions initiated through your personal computer. 19 Thereafter, a Tax Payment Instruction may be canceled only if. ■ The tax payment has not been remitted, credited or otherwise made available to a tax authority; ■ A request to cancel provides sufficient information for us to effect the request; and ■ The request is received by us by phone or, at the option of either you or us, in writing(including facsimile transmissions) in time (but in no event later than the deadline specified in the applicable User Documentation) to afford us a reasonable opportunity to effect the request. OVERPAYMENTS If we make an overpayment of your tax liability due to our error,you agree to take such actions as we reasonably request to obtain a refund of the overpayment and to arrange for payment of such refund to us. You agree to repay us for any overpayment. RECORDS AND NOTICE OF ERRORS We agree to provide you with statements and confirmations containing information about your tax payments in accordance with and subject to the applicable User Documentation. Nothing in this booklet relieves 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 will promptly review for accuracy all records, information and statements delivered from time to time to you by us. You must send us written notice,with a statement of relevant facts, within 14 days after you receive',the first notice or statement indicating a discrepancy between our records and yours. If you fail to give the required notice, we will not be liable for any loss of interest or for any compensation for any other loss or cost relating to an unauthorized or erroneous debit to your account or because of any other discrepancy in the notice or account statement. You must notify us promptly by telephone, confirmed in writing. if you learn or discover from any source other than a notice or statement from us of information concerning an unauthorized or erroneous debit to your account. SUPPLEMENTAL LIMITATION OF LIABILITY This section supplements the Limitation of Liabilities section of this booklet. If any Tax Payment Service is interrupted for any reason and you are unable to complete transmission of your Tax Payment Instruction to us. you will not be relieved of your obligation to make any tax payment otherwise contemplated to be made by a Service.',We will not incur any Lability if you fail to make any required tax payment by other means in the event of such interruption. Our liability under a SIervice is limited to the amount of penalty actually imposed on you by the Internal Revenue Service or by the appropriate tax authority for our failure solely by reason of our negligence, to report any tax or file any tax form or make any tax payment on time. 20 GENERAL PROVISIONS CHANGES TO A SERVICE You may request us at any time to change the processing instructions for any Service. We are not obligated to implement any requested changes until we have had a reasonable opportunity to act upon them. In making changes,we are entitled to rely on requests purporting to be from you. For certain changes, we may require that your requests be in writing, in a form and manner acceptable to us,or be from an authorized person you designate. In addition, certain requests for changes may be subject to our approval. COMMUNICATIONS Any written notice or other written communication to be given under this booklet will be addressed to you at the address specified on the Authorization and Agreement farm you return to us and to us at BankAmerica Corporation, Payment Support Center n4856, P.O. Box 27128, Concord, CA 94527-9904, Fax No. (510)675-7131,or to such other address as a party may specify in writing.Notices are effective upon receipt, except as otherwise provided in this booklet or any Materials. We may electronically monitor and/or record any telephone communications with you. If our records about any communication are different from yours. our records will govern. If we allow you to use electronic mail to initiate payment requests or other instructions, your use of such electronic mail with respect to a Service will be subject to the terms and conditions of this booklet and will comply with the applicable User Documentation. CONFIDENTIALITY You acknowledge our claim to proprietary rights in the Materials and that the Materials constitute our"trade secrets" or trade secrets of our licensors or vendors. You understand that all Materials are confidential and you will. ■ Safeguard the Materials at all times. ■ Establish and maintain procedures to assure the confidentiality of the Materials and any password or code subsequently changed by you. ■ Use the Materials only for the purposes for which we provide them. ■ Notify us promptly by telephone, confirmed in writing, if any Materials are lost or their confidentiality is compromised. 21 You will not, nor will you allow anyone else to, do any of the followings o ithout our prior consent: ! ■ Disclose any Materials to any person or entity, except to your emplo%ees and agents with a needto know the Materials. ■ Make any copies, in whole or in part, of any Materials in whatever form or medium (electronic, printed or otherwise) in which they ma} exist from time to time, except as provided in the Software License section. ■ Translate, reverse engineer, disassemble or decomptle any Software or security devices. These confidentialitylobligations continue after a Service you are using.is terminated. You have sole responsibility for the custody, control and use of all Materials. You agree that no individual will be allowed to initiate a request or other instruction contemplated in this booklet or to have access to any Materials without proper supervision and strict security procedures. We will be fully protected in relying on the correct user identification codes and passwords, as described in the relevant User Documentation. Neither party will use the other's name or refer to the other party directly or indirectly in any solicitation.marketing material, advertisement, news release or other release to any publication without receiving the other party's specific prior written approval for each such use or release, except that we may use your name as a reference in service proposals if we obtain your prior oral approval for such use. This section does,not limit either party's ability to satisfy any governmentally orjudicially required disclosure. FACSIMILE SIGNATURES Many businesses use a facsimile signature as a convenient method for signing checks, documents and other items If you choose to use a facsimile signature. you must provide us with a specimen facsimile signature of each person authorized to do so. You are responsible for any withdrawal from your account that bears or appears to us to bear a facsimile signature that resembles the signature of an authorized person If you choose to use a facsimile signature, you are responsible even if you have not presented us with a specimen facsimile signature or if the size: color, or style oFthe check or the size or color of the facsimile signature is different From that of the facsimile signature you use. We may pay the withdrawal and may charge your account for it. You agree to compensate us for all losses, claims, damages, or expenses, including reasonable attorney's fees, that result from our payment of a withdrawal bearing a facsimile that resembles your signature or a facsimile that we believe you authorized GENERAL MATTERS This booklet will be controlling in the event of anv conflict between it and any relevant User Documentation, any other document or written or oral statement (including but not limited to any Deposit Account Agreement). Current User Documentation is available upon request. This booklet supersedes all prior agreements and understandings, oral or written, between you and us relating to a 22 Service (excluding the current Deposit Account Agreement and excludin_any Security Procedure and Software license agreement previously agreed upon unless we notify you otherwise in writing). This booklet is binding upon each of our respective successors and permitted assigns. You may not assign any of your rights or duties described in this booklet without our prior written consent.This booklet is not for the benefit of any other person, and no other person has any right under this booklet against you or us.Nothing contained in this booklet creates any agency, fiduciary,joint venture or partnership relationship between you and us. We are responsible only for performing the Services expressly provided for in this booklet. We may cogtract with an outside vendor in providing any Service. We may rely on oral instructions from any person who identifies himself or herself by a name which is included on a written list from you of persons authorized to give such instructions. Except as otherwise expressly stated in this booklet, we are not required to act on any instruction from any person or to give notices to any person. If any provision of this booklet or the application of any such provision to any person or set of circumstances is determined to be invalid, unlawful, void or unenforceable to any extent,the remainder of this booklet, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, are not impaired or otherwise affected and continue to be valid and enforceable to the fullest extent permitted by law. With respect to a given Service, this booklet is governed by and interpreted according to federal law and the law of the state in which the bank or, if located in another state,the branch providing the Service is located. without reference to the principles of conflicts of law of such state. No delay or failure to exercise any right or remedy under this booklet is deemed to be a waiver of such right or remedy.No waiver of a single breach or default under this booklet is a waiver of any other breach or default. Anv waiver under this booklet must be in writim=. You must fulfill your responsibilities in connection with a Service on each Business Day whether or not you are open for business. Whenever the term "reasonable attorney's fees" is used in this booklet, it includes, but is not limited to, reasonable attorney's fees, allocated costs of staff counsel, fees and expenses of litigation and any other fees and expenses incurred in enforcing any provision of this booklet. LIMITATION OF LIABILITIES NON-ELECTRONIC FUNDS TRANSFER SERVICES We will not be liable to you for any damages arising out of or relating to our performance for each Service other than those you actually incur that result directly from our failure to exercise reasonable care. ELECTRONIC FUNDS TRANSFER SERVICES We are liable only for damages required to be paid under UCC 4A or the Fedwire Regulation, as applicable, except as otherwise agreed in this booklet. 23 0 0 For all other Requests and Entries and for all other obligations under the Electronic Funds Transfer Services sections, our liability is limited to actual damages, resulting directly from our failure to exercise reasonable care, not exceeding the following, as applicable: (i) in case of an excessive debit to your account, the amount of the excess plus compensation equivalent to interest: (ii) in case of payment to,an account not specified by you, the amount of the payment plus compensation equivalent to interest; (iii) in case of anv delay in crediting a debit Entry or DTC to your account, the amount of compensation equivalent to interest'for the period of delay; or(iv) in all other cases, the amount of Service fees charged during the month in which the acts or omissions giving rise to our liability occurred. You will use reasonable efforts to assist us in'recovering the amount of any overpayment for which we are liable. If we are obligated to.pay interest compensation, we will pay such compensation or credit your account, as we determine, upon your written request. We calculate compensation for the relevant period as specified in the Deposit Account Agreement. GENERAL In no event will we be liable for any special, indirect, exemplary or consequential damages, including but not limited to lost profits or tax penalties (except as otherwise provided in the Tax Payments section of this booklet). We will not be responsible for the acts or omissions of you or your officers, employees or agents (including but not limited to the amount, accuracy, timeliness or authorization of any instructions or information from you) or the acts or omissions of anv other person or entity, includins but not limited to any clearing house association or processor,any Federal Reserve Bank, any other financial institution or;any supplier, any private or common carrier communication or transmission facility, any time-sharing supplier or any mail or courier service, and no such person or entity will be deemed our agent. We will not be liable for and will be excused from any failure or delay in performing our obligations for each Service if such failure or delay is caused by circumstances beyond our control, including any natural disaster(such as earthquakes or floods), emergency conditions (such as war, riot, tire, theft or labor dispute), lesal constraint or governmental action or inaction, breakdown or failure of our equipment, breakdown of any private or common carrier communication or transmission facilities, any time-sharing supplier and any mail or courier service, or your act, omission, nei-di,ence or fault. We also will not be liable for any act or failure to act on our part if we reasonably believed that our action would have violated any law, rule or regulation. OVERDRAFTS - With respect to a Service,we may, at our sole discretion, allow an overdraft to occur in your account.!If we do so, you must repay us immediately without demand the amount of',the overdraft plus any overdraft charges. Further, the fact that we previously allowed an overdraft to occur does not obligate us to do so in the future. Additional terms and conditions contained in your Deposit Account Agreement may apply., 24 PAYMENT FOR SERVICES You must maintain and designate account(s) with us which ue will use for debiting or crediting with respect to all payments and deposits and related adjustments and charges. You must have Collected and Available Funds on deposit in your account sufficient to cover your payment obligations for a Service. For purposes of satisfying your payment obligations, we may consider any overdraft line of credit or other arrangement you have with us. You will pay us for each Service you use according to our schedule of charges currently in effect for you. At your request, we will provide you a copy of the current schedule of charges for the applicable Services. All charges are subject to change upon 30 days prior written notice to you, except that any increase in charges to offset any increase in fees charged to us by any private or common carrier communication or transmission facility, any time-sharing supplier or any mail or courier service for services used in delivering a Service may become effective in less than 30 days. We will,on a monthly basis, debit your account with us for payment of charges due, unless you arrange another payment procedure acceptable to us. PROTECTION FROM THIRD PARTIES. You will indemnify us against and hold us harmless from any and all liabilities, claims, costs, expenses and damages of any nature(including reasonable attorney's fees)arising out of or relating to disputes or legal actions by parties other than you and us concerning a Service. The obligations contained in the preceding sentence will continue after a Service you are using is terminated. This section does not apply to any cost or damage attributable to our gross negligence or intentional misconduct. REPRESENTATIONS AND WARRANTIES On and as of each day we provide any Service to you, you represent and warrant to us that: r Your agreement to each provision contained in this booklet is a duly authorized, legal, valid, binding and enforceable obli_ation: r The debiting of any account as provided in this booklet is not inconsistent with any restriction on the use of that account; r All approvals and authorizations required to permit the execution and delivery of the Agreement and Authorization form and any other necessary documentation, and the performance and consummation by you of the transactions contemplated under each Service, have been obtained, including but not limited to due authorization from each applicable third party to allow you to transfer funds and access information from such party's account; and ■ Your performance of your obligations will not violate any law, regulation, judgment, decree or order applicable to you. 25 0 RESOLUTION OF DISPUTES We try to resolve our customers' Service problems or disputes as quickh as possible. In most cases,we can resolve a problem by telephone If you or we request, any dispute or controversy concerning_ your use of Services described in this booklet will be decided by arbitration. Any dispute or controversy, however, that arises from an Electronic Funds Transfer Service will be decided by reference in those states which have a reference procedure. Under these procedures, the dispute is submitted to a neutral person for determination in place of a trial before ajudge or jury. A neutral person—generally either an active attomey or a retired judge—is selected according to the procedures for selecting arbitrators of the Commercial Arbitration Rules of the American Arbitration Association. SOFTWARE LICENSE This section applies to all Software we provide you after you return the Agreement and Authorization form unless we provide you a separate license agreement for specific Software. LICENSE For each Software application we provide you for one or more Services, we grant you a non-exclusiJe,non-transferable license for the use of that Software and its related Materials,' Each license is granted solely for use in connection with one or more Services.No such license grants you any rights to any patents, trademarks or tradenames. You may not sublicense; lease. distribute or otherwise transfer a Software application,the related Materials or your right to use the Software and related Materials. You may not make, or allow anyone else to make. copies of the Software or - related Materials, beyond one copy for backup and archival purposes, except as we may otherwise agrec�in writing. You may not remove, obscure or deface anv proprietary notices contained in the Software or related Materials. and you must include such notices in any permitted copy of the Software. You may not alter, modify or adapt any Software or related Materials or create derivative works from them You may not translate, reverse engineer, disassemble or decompile the Software. A license to Software an;d related Materials will terminate automatically if you fail to comply with the terms of the license or anv other material provision in this booklet or if the Services for which you are using the Software are terminated. Upon termination of a license granted you in this booklet, you must cease using the Software and related Materials and, at our election, return or destroy all copies of theI''Software you may have in your possession or under your control, and certify,to us that you have done so. All your obligations herein will survive terminationlof any licenses. 26' LIMITED WARRANTYIDISCLAIMERS We warrant for a period of 30 days from the date you acquire any Software application that the medium containing the Software will be substantielh free of defects in materials and workmanship. If you give us timely notice of a defect during the warranty period, we will at our option make reasonable efforts to correct or replace the defective item or refund any fees and installation charges paid for such Software.To claim under this warranty, you must return the defective original Software diskette to us within five days after the end of the warranty period. You agree that the foregoing is your sole and exclusive remedy and our sole ob)igation in connection with the performance or operation of the Software and related Materials. Except as specifically stated above and notwithstanding any other provision in this booklet or otherwise,we specifically and expressly disclaim all warranties, express or implied,written or oral, including but not limited to those of merchantability and fitness for a particular purpose, regarding the Software, the related Materials and all other property,services or rights covered by this booklet. You acknowledge the possibility that(i) the Software may not operate in the combinations or in the manner which you may select for use and (h) the operation of the Software may not be uninterrupted or error-free. In no event will we be liable for anv damages, including without limitation, special, incidental, consequential or exemplary damages arising out of the use of. or inability to use, the Software or accompanying documentation, even if advised of the possibility of such damages whether in contract or tort. EXPORT CONTROLS You understand and acknowledge that our obligations to provide the Software, technical assistance. am media in which any of the foregoinz is contained, training and related technical data(collectively "Data") will be subject in all respects to United States laws and regulations as shall from time to time govern the export or diversion of certain products and technology to certain countries. You warrant and agree that you will comply in all respects with the export and reexport restrictions applicable to the Data shipped to you and will otherwise comply with United States laws and regulations sovernin_ export and diversion of Software and technical data in effect from time to time. TERMINATION Either you or we may terminate an% or all Services upon 30 calendar days prior written notice to the other party Notwithstanding the foregoing sentence. we may terminate any or all Services effective immediately, and we will send you notice of the termination, if any of the following occurs: ■ You breach any of the terms and conditions in this booklet or any other agreement with us; ■ You terminate, liquidate or dissolve your business or dispose of a substantial portion of your assets; 27 ■ You fail generally to pay your debts as they become due: ■ You, voluntarily or involuntarily,become the subject of any bankruptcy, insolvency, reoraanization or other similar proceeding: ■ You initiate any composition with your creditors; or ■ You experience a material adverse change in your financial condition or your ability to perform your obligations under the terms and conditions in this booklet. If a Service you are using is terminated for any reason, you will do the following: ■ Immediately stop using any Materials relating to the terminated Service; ■ Erase or delete any Software we have provided relating to the terminated Service to the extent it is stored in your computers; and ■ At our option, either, return to us or destroy all Materials relating to the terminated Service.' These obligations will 'continue after a Service you are using has been terminated. Termination of a Service you use does not affect your payment obligations for services we provide to you before the Service is terminated or any other obligations which survive termination. 28 GLOSSARY OF TERMS The following are some important terms that appear in this booklet. Acceptable Payee. Your name and any other payee name you provide to us as an acceptable payee for checks to be processed under the Lockbox Service. Advice of Check. Using the Check Issuance Service, an electronic message transmitted from you to us advising us that you have created a check. Bill Payment Service Provider. Any entity you authorize to deliver payments, remittance information and other related data from your customers to us for the Electronic Bill Payment Consolidation Service. Business Day. Each Monday through Friday, excluding holidays observed by the bank providing the Service. Check Issuance Request. Using the Check Issuance Service, a message transmitted from you to us requesting us to issue a check on your behalf. Collected and Available Funds. Funds in an account equal to the ledger balance minus float which, in our reasonable determination, are not subject to a hold, dispute or legal process preventing their withdrawal. Deposit Account. One or more demand deposit accounts maintained by you with us and used in connection with our Controlled Disbursement Service. Deposit Account Agreement.The current signature card and the publication(s), as amended from time to time, we provide you containing terms and conditions applicable to each deposit account for which you use a Service. Depository Transfer Checks (DTCs). Depository transfer checks and preauthorized checks to debit Receivers'accounts to accomplish the same purpose as debit Entries. (Receiver is defined in the NACHA Rules ) Effective Entry Date. The date specified, in accordance with the NACHA Rules, on the Entry by the Originator on which the Originator intends the Entry to be settled. (Originator is defined in the NACHA Rules.) Electronic Funds Transfer Services.The ACH Services (not including the ACH Authorization - Receive Service) and the Money Transfer Services. Entries. Entries has the meaning provided in the NACHA Rules and also includes any data for Entries, any prenotification and any Entries initiated through an EDI payments system approved by us. Fedwire. The funds transfer system owned and operated by [he Federal Reserve Banks, but excludes the system for making automated clearing house transfers. Fedwire Regulations. Subpart B of Regulation J of the Board of Governors of the Federal Reserve System, as amended from time to time. Lockbox Address. The United States Post Office address we assign to you or we accept from you for the Lockbox Service. Materials. The Software, user identification codes, passwords, codes, keys, test keys, security devices, User Documentation and related documentation we provide to you. 29 NACHA Rules. The rules�of the National Automated Clears , House Association (including any other clearing house rules applicable to automated clearing house transactions,), as amended from time to time. Paying Account. One or more demand deposit accounts maintained at a Pa}ing Bank and on which you are authorized to draw checks under the Controlled Disbursement Service. Paying Banta. The bank designated by us in the applicable User Documentation. or any other bank substituted by us, to maintain the Paying Account(s). Request. A request by means permitted under the relevant Money Transfer Service,to transfer funds to a specified account or beneficiary(including standing instructions) or to, amend or cancel a prior request to transfer funds. Reversal/Deletion Request. A request for a Reversal or a request to delete a previously delivered Entry. Reversals. Data for reversing Entries. Security Procedure.Unless we agree otherwise with you, the applicable security procedure described in the Materials for your data delivery type or Service for verifying the authenticity of Entries, Requests, Reversal/Deletion Requests, Advices of Checks, Check Issuance Requests, Stop Payment Requests or Tax Pavment Instructions. Service. With respect to a'BankAmerica Corporation banking institution, a cash management service covered by this booklet. Software.The programs and data files provided by us for use on a computer in connection with one or more particular Services. Stop Payment Request. An electronic message you send us using the Online Stop Payment Service or Check Issuance Service to request that payment be stopped on a check drawnion either an eligible account you have with us or a bank shown on the List of'Banks and Services under the Online Stop Payment heading Subsidiary. Any entity in�which more than 5095 of the ownership interest is owned, directly or indirectly, by you. The term "Subsidiary" does not include affiliates or other entities in which 50°o or less of the ownership interest is owned, directly or indirectly, by you. Tax Payment Instruction. An instruction by means permitted under the relevant Tax Payments Service to pay am taxes usmg any of the tax forms specified in the applicable,User Documentation. UCC 4A. Article 4A of the Uniform Commercial Code - Funds Transfers, as adopted by the state whose law applies to a Service, as amended from time to time User Documentation. Any written information we provide you, including information in electronic format, as amended from time to time, which contains detailed instructions regarding the use of a Service. 30 Banic of America �14 laontract for Deposit of Money, THIS CONTRACT, relating to the deposit of moneys, is made as of the day of _ -1�-- . 19 -9--S_ between Thomas M. Kanarr ("Treasurer') acting in his official capacity as Director of Finance and Treasurer of (Trea surer".-Finance Drtecnor- en,) City of palm Springs ("Depositor"), and BANK OF AMERICA NATIONAL TRUST AND Eighteen Billion One Hundred SAVINGS ASSOCIATION ('Bank"), having a shareholder's equity of Forty Three Million Dollars 8,, 143,000.000 on member 31 1998 The Treasurer proposes to deposit in the Bank from time to time, moneys in his custody in an aggregate amount on deposit at any one time not to exceed the total shareholder's equity of the Bank, and said moneys will be deposited subject to Title 5, Division 2, Part 1, Chapter 4, Article 2 (commencing with Section 53630)of the Government Code of the State of California. The Government Code requires the Treasurer to enter into a contract with the Bank setting forth the conditions upon which said moneys are deposited. in the judgment of the Treasurer, this contract is to the public advantage. The parties agree as follows: 1.This contract cancels and supersedes any previous contracts between the Treasurer and the Bank relating to the method of collateralization of Depositor's deposits. 2. This contract, but not deposits then held hereunder, is subject to termination by the Treasurer or the Bank at any time upon 30 days' written notice. Deposits may be withdrawn in accordance with the agreement of the parties and applicable federal and state statutes, rules and regulations.This contract is subject to modification or termination upon enactment of any statute, rule, or regulation, state or federal, which, in the opinion of the Administrator of Local Agency Security of the State of California, is inconsistent herewith, including any change relative to the payment of interest upon moneys so deposited by the Treasurer. The Treasurer may withdraw Depositor's deposits from the Bank immediately upon receiving notice from the Administrator that the Bank has failed to pay assessments, fines or penalties assessed by the Administrator. The Treasurer may immediately upon receiving notice from the Administrator withdraw authorization for the placement of securities with the Agent of the Bank in the event that the Agent of the Bank fails to pay fines or penalties assessed by the Administrator. 3. Interest shall accrue on any moneys so deposited as permitted by any act of the Congress of the United States or by any rule or regulation of any department or agency of the Federal Government. If interest may legally be paid on the account into which the moneys are deposited, then all moneys deposited shall bear interest at a rate agreed upon by the Treasurer and the Bank, but not less than Y2 of 1% per annum on the average daily balance of such moneys kept on deposit with the Bank,. 4.The Bank sha!I issue to the l reasurer for each inactive deposit a receipt on a form agreed to by the Bark and the Treasurer, stating the interest to be paid, if any, the duration of the deposit. the frequency of interest payments. if any, and the terms of withdrawal Each such deposit receipt is by reference made a part of this contract. 5. The Bank will maintain at all times with the Agent of the Bank as security for Depositor's deposits: (a) eligible securities of the classes described in Government Code Section 53651 (except subdivisions (m)and (p)) having a market value at least 10% in excess of the total amount of deposits secured by those securities, (b)eligible securities of the class described in subdivision (m)of Government Code Section 53651 having a market value at leash 50 0r6 in excess of the total amount of deposits secured by those securities and (c)eligible securities of the class described in subdivision(p)of Goverment Code Section 53651 having a market value at least 5% in excess of the total amount of deposits secured by those securities If the Administrator of Local Agency Security of the State of California determines that a security is not qualified to secure public deposits, the Bank will substitute other securities to comply with the requirements of this Paragraph. 6. Eligible securities are those listed in Government Code Section 53651. 7. The Treasurer hereby waives security for that portion of the total amount on deposit which is insured pursuant to Federal law W SC 3631 10137 S.The Agent of the Bank, which the Treasurer and the Bank hereby authorize to hold the eligible securities posted as collateral under this contract, is the TRUST DEPARTMENTof BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION. The Agent of the Bank has filed with the Administrator of Local Agency Security of the State of California an agreement to comply in all respects with all provisions of the Local Agency Deposit Security Law and Local Agency Deposit Security Regulations of the Government Code of the State of California.A copy of the agreement is attached hereto. 9. Authority for placement of securities for safekeeping in accordance with Government Code Section 53659 Is hereby granted to the Agent of the Bank, including placement with any Federal Reserve Banks or branches thereof. 10. If the Bank fails to pay all or part of any moneys on deposit of the Depositor which are subject to this contract when ordered to do so in accordance with the terms of withdrawal set forth on the deposit receipt(which is by reference made a part hereof),the Treasurer will immediately notify, in writing, the Administrator of Local Agency Security of the State of California. Action of the Administrator in converting the collateral required by Paragraph 5 above for the benefit of the Depositor is governed by Government Code Section 53665. 11.The Bank may add, substitute or withdraw eligible securites being used as security for deposits made hereunder in accordance with Government Code Section 53654. Drovided the requirements of Paragraph 5 above are met.The Bank shall not interchange classes of security(as defined in Government Code Section 53632.5)without the prior written approval of the Treasurer. 12.The Bank shall have and hereby reserves the right to collect the Interest on the securities except in cases where the securities are liable to sale or are sold or converted in accordance with the provision of Government code Section 53665. 13.The Bank will pay all expenses incurred in transporting eligible securities maintained as collateral for moneys on deposit to and from the Agent of the Bank.The Depositor will pay(or promptly reimburse the Bank for or otherwise compensate the Bank for) all expenses incurred in transporting all moneys deposited with the Bank to and from the Treasurer's office.The Depositor will pay the Bank(or otherwise compensate for Bank for)the fees and charges stated in the Bank's then current Schedule of Charges (unless the Bank and the Treasurer otherwise agree) for handling,collecting and paying all checks, drafts and other exchange or securities according to the Bank's normal practices. 14.This contract,the parties hereto, and all deposits governed by this contract shall be subject in all respects to Title 5, Division 2, Part 1, Chapter 4, Article 2 (commencing with Section 53630)of the Government Code of the State of California, and of all other state and federal laws, statutes, rules and regulations applicable to such deposits,whether now in force or hereafter enacted or promulgated, all of which are by this reference made a part hereof. IN WITNESS WHEREOF, the Treasurer in his official capacity has signed tt contract in quadruplicate and the Bank has caused this contract to be executed in like number by its duly authorized officer. TREASURER OF, BANK: BANK OF AMERICA c9 ry ,F nal NATIONAL TRUST AND SAVINGS ASSOCIATION NAME OFF CALA NCV /� BY2 /( { ti BY .� UV-%la n v ot� SIGNATURE AIITRDRIZED OFF eER Thomas M. Kanarr, Director of Finance Carole W. Menende , Vice President ATTACHMENT and Treasurer Bank of America Funds Transfer Agreement (Oral Instructions) This Agreement is between Bank of America("Bank")and the following named customer("Customer"): Customer Name: City of Palm Springs Bank:Branch Name: So. Calif. Government Banking#14 Customer Address: 3200 Tahquitz Canyon Way Branch Address: 525 S. Flower S 900/1 t. 2nd Fl.Palm Springs, CA 92262 Los Angeles, CA Customerwants to send funds transfer instructions and related messages to Bankorally(including by telephone).Bank is willing to receive,process and transmit these instructions and messages upon the terms of this Agreement.Bank and Customer agree as follows: This Agreement consists of three parts.In Part A,Customer authorizes this Agreement and specifies who may act for Customer under the Agreement. In Part B Customer provides information aboutthe persons authorized to act for Customer,accounts to be charged and any dollar limit on transfers.Customer may also list somr of the beneficiaries of Customer's funds transfers.Part C contains additional terms of the Agreement and the security procedure.This Agreement does not cover ACF services,which are subject to other terms. PART A.FUNDS TRANSFER AUTHORIZATION i. Customer is:(check the applicable box andcomplete the corresponding section below) ❑ An Individual or Joint Tenant El ASoleProprietor ❑ APartnership El ACorporationorAssociation ; ;.APubIIC Agenc 2. AUTHORIZED PERSON(A) Customer authorizes each Authorized Person listed in Part B,acting alone: a. To give instructions orally(including by telephone)on Customer's behalf to Bank to initiate,amend,cancel or verify funds transfers from Customer's account: Customer certifies that the titles and telephone numbers listed in PartB are correct and current and that Bank may use and rely on this information and authorizatio until it receives written notice of a change and is able to notify affected employees. b. To authorize one or more persons,each a"Designated Caller,"to give instructions orally(including by telephone)on Customer's behalf to Bank to initiate,amen( cancel or verify funds transfers and to revoke the authority given to a Designated Caller,in either case,by delivering to Bank written notice signed by an Authorize Person listing the name,title or position,and telephone number of the Designated Caller. c. To authorize one or more persons,each a"Verifier,"to receive callbacks initiated by Bank to verify the authenticity of funds transfers that have been requested by Authorized Person or Designated Caller,and to revoke the authority given to a Verifier,in either case,by delivering to Bank written notice signed by an Authorize Person,listing the name,title or position,and telephone number of the Verifier. d. To add or change telephone numbers which Bank may call to verify the authenticity of requests to initiate,amend or cancel funds transfers made in Customer name by delivering to Bank written notice signed by an Authorized Person. e. To execute agreements or documents that Bank may request(and all renewals or amendments to them)regarding funds transfers made in Customer's name. 3. DESIGNATED CALLER(D) Customer authorizes each Designated Caller listed in Part B,acting alone,to give instructions orally(including by telephone)on Customer's behalf to Bank to initial amend,cancel or verify funds transfers from Customer's accounts. 4. VERIFIER(V) Customer authorizes each Verifier listed in Part B,acting alone,to verify orally the authenticity of requests to initiate funds transfers from Customer's accounts. For Individual,Joint Tenant,or Business Other Than Corporation or Association Below are the signatures of one or more owners of the accounts listed in the Authorized Accounts section of Part B.These signatures bind Customer to the terms a conditions of this Funds Transfer Agreement.We certify that the information contained in Part B is correct. Date Name Signature Name Signature For Corporation or Association I certifythat I am the Secretary of the Organization named above;thatthis authorization is atrue and correct copy of resolutions adopted by its Board of Directors;ti the resolutions are now in full force and effect,and do not exceed the powers of this organization or its board.My signature below and the signatures of the Authoriz Persons in Part B bind Customer to the terms and conditions of this Funds Transfer Agreement.I certify that the information contained in Part B is correct. Date Signature Nam .— For Public Agency:Treasurer's Certificate I certify that I am the duly appointed/elected and acting Treasurer of the Public Agency named above;that the foregoing resolutions are in full force and effect and h not been revoked or amended and do not exceedth objects or powers of the Public Agency.I certify that the information contained in Part B is correct. I have executed this Certificate on O 19JJ— TreasurerName Thomas M. Kanarr Signature PART B.CUSTOMER INFORMATION (Include middle initial) 1. CUSTOMER SPECIFIES THE FOLLOWING PERSONS AS AUTHORIZED PERSONS(A),DESIGNATED CALLERS(D),OR VERIFIERS(V). -NAME&TITLE/POSITION(rVPE OR PRI aM A/D/V TELEPHONE NO. SIGNATURE` Director of FirIarice & Treasurer " SHARON V. AINSWORTH A/D/V (760) 323-8223 DALLAS J. FIICFK V (760) 323-8336Assistant � anager (Admin. ) Signatures required for Authorized Persons(A)only. 2. Authorized Accounts. Bank may debit the following accounts for funds transfers made in Customer's name and for related fees and charges. General Account 3. Transfer Limit. Bank may act on a request to transfer funds in Customer's name:(check one) ❑ In any amount.There is no limit. Q Only if the amount specified in the request does not exceed$ 3 00o,f1O(1 no .This dollar limit applies to each request.It is not a daily limit.It is not a security procedure to verify authenticity of requests or to detect errors in requests. 4. Beneficiaries. Bank may send funds transfers t y account or beneficiary named in a funds transfer re st,Including but not limited to,those listed below.If the account or beneficiary is not listed below,Bank Mly act on the request if Bank is able to verify the a ticity of the request by speaking to a person who identifies himself or herself as an Authorized Person, gnated Caller or Verifier at one of the telephone num�provided in section 1 above. MY Western Trust Company BNY Western Trust Company State of California - LAIF Name Name Name GLA 111-565 280131 98-33-623 65-33-010 Acct.# Acct.# Acct.# The Bank of New York The Bank of New York Bank of America Bank Name Bank Name Bank Name Los Angeles Los Angeles Sacramento Main Branch of Bank Branch of Bank Branch of Bank 700 S. Flower St. , Suite 500 700 S. Flower St. , Suite 200 900 8th Street Address Address Address Los Angeles , CA 90017-4104 Los Angeles , CA 90017 Sacramento, CA 95814 City&State City&State City&State 021000018 021000018 ABA Routing ABA Routing ABA Routing U.S. Bank Name Name Name SA94620720 Acct.# Acct.# Acct.# U.S. Bank Trust, N.A. Bank Name Bank Name Bank Name St. Paul Branch of Bank Branch of Bank Branch of Bank P.O. Box 70870 Address Address Address St. Paul , MN 55170-9705 City&State City&State City&State 091000022 ABA Routing ABA Routing ABA Routing Name Name Name Acct.# Acct.# Acct # Bank Name Bank Name Bank Name Branch of Bank Branch of Bank Branch of Bank Address Address Address City&State City&State City&State ABA Routing ABA Routing ABA Routing FOR BANK USE ONLY Effective Date ❑ New FTA ❑ Change to Existing FTA Dated AUTHORIZED SIGNATURE PRINT NAME PRINT TITLE UNIT NAME AND NUMBER TELEPHONE NUMBER COPIES SENT TJ UNIT NAME IN For Commercial Banking Division Only: Repetitive Callback 0 Business 11 Non-Business PART C.ADDITIONAL TERMS • days—after the Bank ified Customer(either by listing it on an account statement or in any notice or repoolded to Customer)of an erroneous or unauthorized transfer, 1. Information Fora Transfer For each funds transfer,Customer will give the informa- Bank will not be liable for interest thereafter as compensation for executing such erroneous tion Bank reguiresto initiate the transfer.This information normally includes:name of Cus- or unauthorized transfer. tomer,name of person making the request,account number from which funds are to be 'transferred,the amounito be transferred,the name and identifying number of the financial 12. Interest Calculations If Bank must pay compensation in the farm of interest,Bank institution and the name and account numberof the beneficiary to which the funds are to be will calculate compensation forthe relevant period as follows:for analyzed accounts,using transferred. its account analysis procedures:for interest bearing accounts,using the interest rate(s)for the account;for other accounts,using a rate equal tothe average of the Federal Fund rates -_2. Recording Conversations Bank may record all telephone conversations and data published bythe Federal Reserve Bank of New York,less reserves. transmissions received from or on behalf of Customer about afunds transfer. 13. Indemnity Customer will indemnify Bank for all liabilities,costs,losses and darn- 3. Acting on Requests Bank will act on each funds transfer request that meets all of the ages of any nature,including allocated costs of staff counsel and other attorney fees,which following conditions:Bank receives the request on a Business Day in the manner and place arise out of or relate to disputes or legal actions by third parties about any action Bank takes Bank specifies;Bank is able to verify the request through the security procedure prior to on Customer's request to initiate,amend or cancel funds transfers.Customer's obligation Bank's applicable cut-off deadline;and Bank accepts the request. Bank will act on the under this paragraph survives termination of the Agreement. request by making applicable entries or transmitting appropriate instructions no later than the stated value date or on the day the request is received if no value date is stated.The 14. Dispute Resolution Any dispute or controversy arising out of or relating to this stated value dale may not be prior to the day the request is received or more than five(5) Agreement,including a breach of this Agreement,will be decided by reference under Cali- Business Days after the day the requcat is received.Bank may treat any request it receives fornia Code of Civil Procedure Section 638 and related sections.A referee dher an after the applicable cut-off deadline either as received on that Business Day or as received active attorney or a retired judge—will be selected according to the procedures for select- on Bank's next Business Day.Bank may treat requests it receives on a non-Business Day ing arbitrators of the American Arbitration Association and then appointed by the court in as received the next Business Day.Bank is not liable for failing to detect any error in a which theaction regarding the dispute or controversy started.The dispute will besubmitted request to transfer funds or other payment order. Bank is not required to act upon any to the referee for determination in place of atrial before ajudge andjury. special instructions regarding a funds transfer. 15. General Terms 4. Rejecting Requests Bank may reject any request to transfer funds if the transfer a. Failure to Perform Neither Customer nor Bank is liable for its failure to perform its would exceed Customer's available funds (as determined by Bank) in the applicable obligations under this Agreement when the failure arises from causes beyond its control, accountorit Bank is notable to verify the request through the security procedure.Bankwdl including,but not limited to,natural disaster,equipment failure,system failure,labor dis- notify Customer of the rejection either orally,electronically,or in writing by the end of Bank's putes,orthefailureof athird paryto provide any electronic or telecommunication service next Business Day.Bank may send written notices by mail.Bank is not liable for the rejec- used to execute or cancel paymentorders.Bank is also not liable for its failure to perform if tion and is not obligated to pay Customer interest forthe period before Customer receives Bank believes its action would violate any guideline,rule or regulation of any government the notice of rejection. authority. 5. Cancelling or Amending Requests Customer has no right to cancel or amend a b.Governing Law This Agreement is governed by California law(without reference to request to transfer funds after its receipt by Bank.If Customer asks Bank to cancel or California principles of conflict of law)except that Regulation J governs a funds transfer if amend a request and Bank is able to verity the request to cancel or amend through the any part is carried out through Fedwire. security procedure,Bank may use reasonable efforts to act on Customer's request.Bank c,Amendments and Waivers Bank may change this Agreement by giving Customer has no liability if Bank is not able to carry out a cancellation or amendment of a request. notice in writing before any change becomes effective.If Customer requests funds traits- Customerwill reimburse Bank for any liability Bankincurs in attemplingto cancel oramend fers after any such change becomes effective,Customer will have accepted the change. a funds transfer. Bank or Customer may delay exercising their rights without losing them.Any waiver or 6. Customer's Payment Customer will pay Bank the amount of each funds transfer on partial exercise of one right is not a waiver of other rights or the same right at another time. the date Bank receives the request and Bank's fees and charges for its services when due. d. Termination Either parry may terminate this Agreement for any reason upon ten(10) Customer will reimburse Bank for all taxes or other duties imposed on a funds transfer, days prior written notice to the other.The 10-day period begins on receipt of the notice. Bank may,without prior notice or demand,deduct the amount of each funds transfer and Termination does not affect any claim or cause of action of either party which existed priorto thefees and otherchargesdue Bank from any account maintained by Customerwith Bank the termination. or any affiliate ofBank.If Customer does not maintain available funds in its accounts suffic- e.OtherAgreements and Authority The terms of this Agreement are in addition to,and ient to pay for a funds transfer or Bank's fees and charges,Customer will immediately do not modify or otherwise affect,the terms of any other agreements between Customer deposit orcredittothe account sufficient good funds.Customeris bound by and will paytor and Bank or authorizations of Bank by Customer relating to funds transfers or other serv- anyfundstransferorotherpayment order executed by Bank,whether or not authorized, icesprovided by Bank to Customer.Forexample,this meansthateach Designated Caller or provided that the funds transfer or payment order was verified by Bank by use of the secu- Authorized Person may alone request a funds transfer even if the person is not authorized rity procedure. to withdraw funds from the account under the relevant account agreement,or the account 7. No Extension of Credit Bank is not obligated to create an overdraft to complete a agreement requires morethan one signatureforthe withdrawal of funds. funds transfer even if thas done sopreviously.If Bankdoescreale an overdraft to complete I. Severance If any provision of this Agreement is not enforceable,the other provisions a funds transfer,Customer will repay Bank immediately without demand.Bank makes no will still be enforceable.This Agreement is intended to benefitonly Bank and Customer. commitment to lend money,extend credit or otherwise advance funds to Customer to pay g. Notices Each notice related to this Agreement must be addressed to the address of for any funds transfer or other payment order Customer or Bank appearing in this Agreement until either changes the address by a notice in writing to the other. 6. Identifying Number If a funds transfer request or payment order identifies the beneft- h.Business Day In this Agreement, "Business Day" means Monday through Friday, ciaryby both aname and an identifying number andthatname and number identhydiffer- excluding Bank holidays. enl persons, Customer understands that execution of the request or payment order, payment to the beneficiary,or cancellation of the request or payment order maybe made i.Foreign Currency If a funds transfer involves foreign currency,Bank may exchange solely on the basis of the identifying number.If a request or payment order identifies any Customer's funds for the foreign currency at any time on or before the transfer date.Cos bank by both a name and an identifying number and that name and number identify differ- tomer accepts the risk of changes in these rates after the dale on which Bank slates it made ant banks,Customer understands that any person may rely solely on the identifying num- the exchange. ber.Bank has no duty to defect any inconsistency between the identifying number and the name. 16.Security Procedure The purpose of the security procedure is to verify the authentic - ity of requests to initiate,amend or cancel funds transfers made in Customer's name.This 9. Means of Transmission Each request or payment order or cancellation of either may is not a security procedure to detect errors.The security procedure is as follows: be executed using the Fedwire of the Federal Reserve System.lfanypartof afundstrans- When Customer completed this Agreement,Customer provided Bank with the names ant far is carried out by Fedwie,Customer's rights and obligations are governed by Regulation J of the U.S.Federal Reserve Board Bank may use any means of transmission,funds titles of Authorized Persons,Designated Callers,and Verifiers,and one or more telephone transfer system or intermediary bank reasonably selected by Bank in acting on Customer's numbers which Bank may use to verify the authenticity of requests to initiate,amend c, requests,even if ldiffers from Customer's instructions.Bank is not responsible forthe acts cancel funds transfers and the accounts to be charged for funds transfers.Customer may or omissions of these other parties as they are not Bank's agents. also have listed one or more beneficiaries.This information is contamed in Part B and is par of the security procedure. 10. Warranties Bank represents and warrants that it has the right to furnish funds trans- The person who calls Bank on behalf of Customer must identify himself or herself by namr fer services described in this Agreement.This warranty by Bank is in lieu of all other warran- and supply the information Bank requires to act on the request.Bank will compare ihi: ties express,implied or statutory,including, but not limited to the implied warranties of merchantability and fitness for a particular purpose.Customer represents and warrants information against that supplied to Customer in Part fi If the name given is ci the list e the he has[he right tog iv.and effect payment of each funds transfer or other payment order Authorized Persons and Designated Callers,the beneficiary information specifiedmth[ (or any cancellation or amendment of the same)made in Customer's name and that such request is in the list of beneficiaries and the amount of the request does not exceed the paymenttloes not violate any law,rule or regulation. dollar limit established by Bank for call-backs,the request is verified as that of Custome without further action.Otherwise,Bank will verify the authenticity of the request by a cal back procedure.In this case,to authenticate the request as that of Customer,Bank will ca 1ston1. Limitation of the CaliforniaLiability For fundstransfer requests which an is not to eithereefor an one of the telephone numbers Customer provided Bank in Part Band speak to any persc expense, 11 of the Ca Commercial Code or Regulation J,Bank is not liable for any expense,claim,loss,damage or cost(collectively,"Damages")which arise out of or relate who identifies himself ar herself as an Authorized Person,aDesignaledCaller,oraVeritil - lo its performance under this Agreement other than those required to be paid under Divi- (including the person who initiated the request). sion 11 or Regulation J,as applicable,exceplte the extent provided in this Agreement.In all other cases,Bank is not liable for any Damages which arise out of or relate to its perform- BariBrent or di ff rent customers. mers.r call-backs,nrequest, mayvadvise n A to razedme P mayb ante under this Agreement,except for Bank's negligence,subject to the followinglimit. different for different customers.Upon request,Bank will advise an Authorized Person the dollar limit for that day. Bank's liability for its own negligence is limited to duett money damages actually incurred by Customer in an amount not exceeding the greater ofthe amount,if any,by which funds Customer has reviewed its requirements and determined that the security proced:u transferred from Customer's account exceeded the amount specified in the applicable described above is a satisfactory method of verifying the authenticity of requests made i request or the amount transferred to an account other than the accounts specified in the P Customer's requests initiate,be endmore esecur ei funds sent transfers CustCusomer's peer rsonal computer, request. Bank is not liable for any special,indirect,or consequential damages,even r Customer's requests would be more secure n sent on Customer's personal compiler, , Bank has been advised by Customer of the possibility of such damages.Unless Customer notifies Bank in writing within a reasonable period o1 lime— g alternative procedure which Bank recommends Customer accepts any risk of using Ih� 9 p no more than fourteen(14) security procedure. MBank of America - Supplement To Funds Transfer Agreement This Supplemental Agreement is between Bank of America ("Bank") and City of Palm Springs ("Customer"), Customer entered into a Funds Transfer Agreement with Bank that contains the terms on which Bank will receive and process oral instructions to transfer funds from Customer's accounts. Customer also wants to send funds transfer instructions to Bank by facsimile transmission, and wants to send instructions for other transactions (as described below) both orally and by facsimile transmission. Bank is willing to receive and process these instructions on the terms of this Supplemental Agreement. Customer and Bank agree as follows: 1. Definitions. Terms defined in the Funds Transfer Agreement have the same meaning in this Supplemental Agreement unless specifically amended herein. 2. Funds Transfer Instructions by Facsimile Transmission. Customer authorizes Bank to accept and act on instructions received by facsimile transmission to initiate, amend or cancel funds transfers from Customer's accounts with Bank, if the transmission received by Bank bears what Bank reasonably believes is the signature of an Authorized Person. 3. Other Instructions. Customer authorizes Bank to accept and act on instructions made in Customer's name to do one or more of the transactions listed below. The instructions may be given orally (including by telephone) by any person who identifies himself of herself as an Authorized Person or a Designated Caller, or by facsimile transmission if the transmission received by Bank bears what Bank reasonably believes is the signature of an Authorized Person. Customer authorizes Bank: (a) To debit one or more of the accounts listed in the Funds Transfer Agreement (each an "Authorized Account") and then deliver funds in the form of cash, traveler's cheques, cashier's checks, or other instruments to the person or entity named in the Instruction. , (b) To draw funds from a loan or line of credit of Customer and to deposit the proceeds of the borrowing in the account of Customer or of another person or entity named in the Instruction or to deliver the proceeds of the borrowing in the form of cash, traveler's cheques, cashier's checks, or other instruments to the person or entity named in the Instruction- (c) To stop payment on checks issued against Customer's Authorized Accounts. (d) To close Authorized Accounts of Customer and open additional accounts--provided that Bank may require Customer to complete and return its signature card and other documents- (e) To purchase investment instruments through any of Bank's offices, including the Bank Investment Securities Division, provided these investments are in Customer's name alone. 4. Funds Transfer Agreement. The terms of the Funds Transfer Agreement apply to these Instructions, except that those terms are modified to the extent necessary to fit the nature of the transaction contemplated by the Instruction. For example, the Security Procedure described in the Funds Transfer Agreement only applies to Instructions that involve an oral funds transfer. For funds transfers initiated by facsimile transmission, Bank will perform its call back procedure on every request, even if the beneficiary has been designated on the Funds Transfer Agreement. 5. Representations. Customer represents and warrants that it has the power and authority to execute, deliver and perform this Supplemental Agreement and that the signature or signatures below bind Customer to the terms and conditions of this Supplemental Agreement. 6. Effective Date. This Supplemental Agreement becomes effective when executed by Bank and by Customer and remains in effect until Bank receives (and is able to distribute to its affected employees) Customer's written notice to cancel it. CUSTOMER. City of palm Spring. BANK OFAMERICA Date Signed: _ /� 7� Date Signed: � By: - Name: Thoma. M Kazzar Name: Cathy Caplinger Title: Treasurer Title: Client Support Associate By: Name: Title: RxYcled MI[t' 6�0� mat IRrrnnl SASI �. PaPe, Bank of America is CLEAR AGREEMENT Bank of America National Trust and Savings Association ("Bank')and s}ty of Palm Springs ("Company')agree that. 1. Bank will reclear checks or drafts("checks')as directed in item 2 which are returned marked "refer to maker," "not sufficient funds,"or "uncollected funds"for the following company account(s) ACCOUNT NAME ACCOUNT NUMBER General Account — City Treasurer' s Revolving Fund — Trust & Agency Account — 1911 Improvement Bond Fund 2 Company wants the following recleared(check one): ❑ checks of any dollar amount IN checks under$ 2.500.00 per check. ❑ special instructions: 3. Company wants to receive notices about recleared and returned checks of$2500 or more provided Bank receives notice in advance of returned check (Bank will not send notices to Company when it reclears checks of less than $2500.) 1� Yes ❑ No City of Palm Springs If yes, provide address for notices: P.O. Box 2743 Palm Springs, CA 92263 A,rTN: Sharon Ainsworth 4. If a check is returned a second time, Bank will debit Company's account of deposit or, Company's account number and return the check to Company. 5 Either party may cancel this Agreement by giving the other party ten days prior written notice 6. Company will pay the per item reclear fee shown on the attached price disclosure. Bank will notify Company 30 days before it changes any fees. 7 The parties will settle any controversy about this Agreement by arbitration following California arbitration procedures and under the American Arbitration rules Bank of America NT&SA Company (two authorized signatures required) City of Palm Springs Company Name By ByL � \l LEG signature signature Thomas M. Kanarr, Treasurer name/title name/title c� Date Date By By signature signature name/title name/title Date Date TEL-1021 5-89(Repnn18,89) ORIGINAL